Equipment Rental Addendum

This Addendum is appended to, a part of and subject to the agreement for Services between Customer and Liberman Networks (“LN”) and the Terms of Service posted at https://www.libermannet.com/ (the “Agreement”). Capitalized terms not otherwise defined herein will have the meanings attributed to them in the Agreement.

 

ORDERS. Except as otherwise stated in the Agreement or agreed by LN in writing, as part of the Service terms, Customer must order LN approved VoIP equipment (“Equipment”) for rental from LN when submitting its Customer Service Order. LN may make changes to Equipment or modify the drawings and specifications relating to Equipment, or substitute Equipment of later design, provided that the changes do not adversely and materially impact Equipment form, fit or function.

 

DELIVERY AND INSTALLATION. Customer must install the Equipment in accordance with all LN installation instructions and documentation, which shall be provided with the Equipment. If certain equipment requires installation by LN, Customer shall provide LN with reasonable access to the Customer Premises during Customer’s normal business hours.

 

RENTAL TERM. The term of Customer’s rental of the Equipment (the “Equipment Rental Term”) will commence on date on which LN delivers the Equipment to a carrier for shipment to Customer and shall continue coterminously with the term of the Service with which the Equipment will be used.

 

TERMINATION. LN may terminate this rental in whole or in part if Customer (a) fails to pay any amount owed hereunder or under the Agreement and such failure is not cured within ten (10) days’ notice of such failure from LN to Customer; (b) commences or is the subject of any proceeding seeking any reorganization, liquidation, dissolution, receivership, insolvency or any other debtor relief generally under any present or future law, statute, or regulation, unless Customer obtains dismissal of such proceeding within thirty (30) days; or (c) Customer encumbers, pledges, or otherwise conveys or transfers the Equipment, or any portion thereof, to a third party. LN may also terminate the rental of any item(s) of Equipment if it is required to return or discontinue Equipment by an entity leasing such Equipment to LN. Either party may terminate this rental on thirty (30) day’s prior written notice to the other; provided, that if Customer terminates this rental, it shall pay LN all amounts due and owing under this rental agreement, plus all rental amounts for the remainder of any fixed Equipment Rental Term.

 

CHARGES. The rental and other costs for the Equipment shall be those on your Customer Service Order or as may be posted on LN’s website from time to time. Such rental and other costs are exclusive of applicable Taxes and Regulatory Fees, which Taxes and Regulatory Fees shall be separately invoiced to Customer. Unless otherwise stated therein or in the applicable Customer Service Order, Equipment rental charges shall be invoiced monthly in advance and payable in accordance with Section 5.3 of the Agreement. Customer acknowledges that certain Equipment may be owned by LN and rented to Customer, and that LN’s lessor(s) may increase the charges associated with such Equipment from time to time. Customer therefore agrees that LN may pass through to Customer, and Customer shall pay any increase imposed by LN’s lessor(s).

 

INSURANCE:

The risk of loss of damage to, or destruction of the Equipment shall be borne by Customer. Lessee shall maintain at all times during the Equipment Rental Term, at its own expense, commercial general liability insurance against loss or damage to the Equipment, including, without limitation, loss by fire and hazard (including so- called “all risks and extended coverage”, including windstorms), and theft, in such amounts that shall not be, at any point in time, less than the greater of the full costs that the Customer would be obligated to pay to replace the Equipment (“Replacement Value”).

 

LN shall be named as an additional insured and loss payee under such policies of insurance if your rented equipment value exceeds $2,000. Customer shall furnish to LN a certificate of insurance or other evidence reasonably satisfactory to LN that such insurance coverage is in effect and which includes a stipulation that coverages will not be canceled or diminished without at least ten (10) days prior written notice to LN; provided, however, that LN shall be under no duty either to ascertain the existence of or to examine any such insurance policy or to advise Customer in the event such insurance coverage shall not comply with the requirements hereof.

 

If the Equipment shall be or become lost, stolen, destroyed, irreparably damaged, or shall be requisitioned or taken over by any governmental authority under the power of eminent domain or otherwise during the Equipment Rental Term (any such occurrence being herein called a “Casualty Occurrence”), Customer shall, upon obtaining knowledge of such Casualty Occurrence, promptly provide written notice to LN. On the payment date for next succeeding the Casualty Occurrence, Customer shall pay to LN an amount equal to the rent and other charges due on such date plus any other rentals or sums then currently or past due related to such Equipment, plus an amount equal to the Replacement Value of the Equipment, at which time the Equipment Rental Term for such Equipment shall be terminated and no further rent shall be due from Lessee. If the loss exceeds any applicable deductible and Customer files a claim for the Casualty Occurrence in accordance with insurer’s policy terms and proper filing is evidenced to LN, Customer may continue to pay the rental and other sums due under this rental for such Equipment and defer paying the Replacement Value of such Equipment until the insurer pays the insurance claim to the loss payees and/or additional insureds or rejects it. In any settlement under this Section, Customer shall be entitled to a credit (not to exceed the Replacement Value actually paid by the Lessee), for the amount of any proceeds of any insurance or award actually received by LN on account of the Casualty Occurrence.

 

ACCESS TO AND USE OF THE EQUIPMENT. During the Equipment Rental Term, Customer shall immediately notify LN of any changes in the location of any Equipment rented hereunder. LN and/or its lessor(s) shall have the right to access the Customer Premises or other location where the Equipment is located during Customer’s normal business hours, upon reasonable advance notice to Customer, for purposes of inspection, maintenance, replacement or repossession of such Equipment. Customer shall always during the Equipment Rental Term maintain the Equipment in good operating condition, reasonable wear and tear excepted, and in accordance with all documentation and instructions provided by LN. Customer shall protect the Equipment from tampering, theft, fire, casualty, damage, abuse, and/or unauthorized access.

 

REPLACEMENT OF EQUIPMENT. If LN determines, in its sole discretion, to replace Equipment with newer or different models, it shall provide notice to the Customer of such decision, along with information regarding the delivery of new Equipment and instructions for the return of existing Equipment. Customer agrees that it will comply with such instructions from LN.

 

RETURN OF EQUIPMENT. Upon the termination or expiration for any reason of the Service term for the Service with which the Equipment is used, the Equipment Rental Term will terminate. Unless Customer has purchased the Equipment as provided for in the Agreement, Customer shall immediately upon such termination return the Equipment to LN at the address designated by LN, at Customer’s expense, in the same condition as the Equipment was provided to Customer, reasonable wear and tear excepted. If LN requires access to the Customer Premises to deinstall and retrieve any Equipment, Customer shall provide LN with access to the Customer Premises during Customer’s normal business hours. If Customer fails to return Equipment upon termination or expiration of the Equipment Rental Term or to permit LN access to retrieve the Equipment, or if Customer returns the Equipment in other than the condition as it was provided to Customer, reasonable wear and tear excepted, then at LN’s election, Customer shall be responsible for rental fees for all such Equipment at LN’s then-current rates, plus all applicable Taxes and Regulatory Fees until the return of the Equipment as required by this Section, or Customer may be deemed to have purchased the Equipment, in which event Customer shall pay to LN the amounts invoiced by LN in accordance with the Agreement.

 

LN Equipment Warranty/Exclusions and Disclaimers:

 

Customer recognizes that LN is a reseller or sublessor of the Equipment (“Third Party Products”). LN provides these Third-Party Products on an “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, unless LN specifies otherwise. However, such Third-Party Products may carry their own warranties, and LN shall use commercially reasonable efforts to pass through to Customer any such warranties to the extent authorized. Exercise of such warranty shall be directly between Customer and the third-party provider. “Third Party Products” means any products made by a party other than LN, and may include, without limitation, products ordered by Customer from third parties. Warranty replacements will carry a shipping and handling fee. EXCEPT AS REFERENCED AND LIMITED IN THIS SECTION, NEITHER LN NOR ITS LICENSORS OR SUPPLIERS MAKES ANY EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE EQUIPMENT. LN DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF EQUIPMENT OR THAT THE EQUIPMENT WILL PREVENT TOLL FRAUD. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LN DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES RELATED TO THE EQUIPMENT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE WARRANTY REMEDIES EXPRESSLY REFERENCED HEREIN WILL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES RELATED TO THE EQUIPMENT.