This Agreement is entered into by and between SurveyStance, LLC, with a principal place of business located at 2901 W. Coast Highway, Suite 200, Newport Beach, California 92663 ("SurveyStance") and customer set forth above ("Customer"). Survey Stance and Customer are hereinafter collectively referred to as the "Parties" or individually a "Party".
1. a. Term. This Agreement is for a term beginning on the Agreement Date and ending twelve (12) months after the Receipt Date (the "Initial Term") and thereafter, the term of this Agreement shall automatically renew for successive periods of one (1) 30 day periods ("Renewal Term"), unless either Party notifies the other of termination in writing at least thirty (30) days prior to the end of the Initial Term, or any Renewal Term, as applicable.
b. License and Lease. SurveyStance herby grants Customer a royalty-free license to access and use the SurveyStance proprietary application ("Application") for Customer's internal use during the Term. SurveyStance hereby leases to Customer the Equipment (as defined below) for Customer's internal use during the Term.
c. Either party may terminate this agreement anytime with a 30-day written notice.
2. Equipment & Fees. SurveyStance shall provide equipment as identified below ("Equipment").
4. Payment Schedule.
Monthly iPad Lease & Software License Fee: Monthly in advance - Due 1st of the month commencing on the first calendar month after the agreement date.
Initial Setup & Shipping: 100% due upon execution of Agreement
Customer shall pay the applicable fees due under this Agreement by a credit card or charge card, unless otherwise mutually agreed upon by the Parties in writing.
5. Delivery Timeframe. SurveyStance shall deliver the Equipment to the Delivery Destination address set forth above (the "Delivery Destination"), in operative condition, in operative condition, as soon as possible, but no later than two (2) weeks after the Agreement Date. The date that Customer receives the Equipment in operative condition shall be deemed the "Receipt Date".
Note: The 1-2-week delivery period does not commence until execution of Agreement and receipt of the Initial Payment (Initial Setup & Shipping).
6. Alterations; Risk of Loss and Damage. During the period commencing on Customer's receipt of the Equipment in operative Condition and ending on the date that Customer ships the Equipment to SurveyStance: (i) Customer hereby assumes and shall bear the entire risk of loss and damage to the Equipment from any and every cause whatsoever, (ii) no loss or damage to the Equipment or any part thereof shall impair any obligation of Customer under this Agreement which shall continue in full force and effect through the Term, and (iii) in the event of loss or damage of any kind to the Equipment, Customer shall pay to SurveyStance the replacement cost of the Equipment, as shown below.
a. Replacement Cost (Lost, Stolen, Inoperable):
Per iPad: $399
Per iPad Stand: $199
7. Ownership and Title to Equipment; Representations and Warranties; Indemnification.
a. Survey Stance shall at all times retain ownership of the Equipment. Survey Stance represents and warrants that it has the right to lease the Equipment and license the Application as provided in this Agreement.
8. General Provisions
a. Governing Law and Limitations of Liability. This Agreement shall be governed by the laws of the State of California. IN NO EVENT SHALL EITHER PARTY OR THEIR AFFILIATES BE LIABLE FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AS WELL AS LOST PROFITS, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.
b. Customer agrees to use the SurveyStance software and devices in accordance with their local laws and regulations.
9. Termination of Agreement
a. Customer understands the equipment shall at all times be owned by SurveyStance. Upon termination of this agreement, for any reason, Customer agrees to be solely responsible for shipping Equipment back to SurveyStance including related shipping expenses. If SurveyStance does not receive equipment within 30 days after termination of this agreement, Customer understands the full Replacement Costs will be charged to the form of payment on file. Either Party can terminate this Agreement at any time for its convenience effective upon thirty (30) days prior written notice (e-mail acceptable).