With a laser-like focus on innovation, IOSiX is committed to designing only devices that outperform others in the market in terms of size, capabilities, and price.

Terms and Conditions of Sale

These IOSiX, LLC Terms and Conditions of Sale (“Terms and Conditions of Sale”) are incorporated by and between Customer and Company. All Section references in these Terms and Conditions of Sale shall be references to provisions in these Terms and Conditions of Sale unless explicitly stated otherwise.
1. ORDERING AND PRICING
1.1 Written quotations are valid for a period of thirty (30) days unless otherwise noted by Company, but represent no obligation until Company accepts Customer’s order. Company will have the right to withdraw any quote that has not been accepted by Customer within the thirty (30) day time period.
1.2 Prices for Equipment and other related information shown in any Company or manufacturer product publication, including but not limited to catalogs, brochures, and websites, are subject to change without notice. Prices do not include related freight charges, use tax, sales tax, excise tax, value-added tax, or similar taxes, or charges of any nature whatsoever imposed by any governmental authority unless otherwise expressly noted by Company. Any typographical, clerical or other error or omission in any quotation, price list, acceptance of offer, invoice or other document or information issued by Company shall be subject to correction without liability on the part of Company.
1.3 Any document submitted by Customer to Company confirming its intention to purchase Equipment will be deemed to constitute a confirmation and acceptance of these Terms and Conditions of Sale and the applicable Order Form, despite any additional or different terms therein. All orders for the sale of Equipment between Company and Customer will be solely under the terms and conditions of the Order Form and these Terms and Conditions of Sale, and Company objects to any and all additional or different terms contained in any document submitted to Company by Customer. Any execution by Company of any other document submitted by Customer in connection with the purchase of Equipment does not constitute acceptance of or agreement to any terms and conditions in addition to or different from those contained in the applicable Order Form or these Terms and Conditions of Sale, but will constitute only acknowledgment of receipt of the document. In addition, notwithstanding any terms contained in any documents submitted by Customer in connection with the purchase of Equipment, the acceptance of delivery by Customer of Equipment described in an executed Order Form will constitute a course of conduct constituting Customer’s agreement to the terms and conditions of such Order Form and these Terms and Conditions of Sale, to the exclusion of any additional or different terms.
1.4 Acceptance of an order by Company is in all situations subject to a credit review of Customer by Company. Company reserves the right, in its sole discretion, to require full or partial payment in advance of shipment or commencement of the manufacturing process. Any delay resulting from a credit review may result in a delay in shipping, which delay shall not subject Company to any liability. Company reserves the right, in its sole discretion, to require Customer to provide letters of credit satisfactory to Company.
1.5 No order that has been accepted by Company may be changed or cancelled by Customer unless Company agrees to such change or cancellation in writing. If Customer cancels all or any part of an order, Customer shall pay reasonable cancellation charges, the amount of such charges to be determined by Company. Customer will indemnify Company against all loss (including loss of revenue), costs (including the cost of all labor and materials used), damages, charges, and expenses incurred by Company. Changes may result in a delay in the scheduled ship date. Additions to orders will be entered as a separate order.
2. ALLOCATION
If sufficient Equipment is not available for any reason, Company may allocate Equipment among its customers. Company will make reasonable efforts to obtain additional Equipment from other sources, provided Customer agrees to pay all additional costs associated with such Equipment. Allocation of Equipment pursuant to this Section shall completely satisfy and discharge Company’s supply obligations and Company shall, therefore, not be deemed to be in breach of such obligations.
3. DELIVERY AND RISK OF LOSS
3.1 Any delivery dates or other schedule of performance by Company are approximations, and the sole obligation of Company with respect to the schedule of delivery or performance will be to use commercially reasonable efforts to deliver the Equipment, or otherwise to perform, consistent with the reasonable demands of its business. In any event, Company will have no liability to Customer or any other person for delays in performance due to strikes or labor disputes of any type; acts, omissions, or delays of Customer or any other third party; accidents, fire, flood, hurricane, earthquake, other elements of nature or acts of God, acts of war, acts of a public enemy, acts of a nation or any state, territory, province or other political division, terrorism, riots, civil disorders, rebellions or revolutions, mass shootings, epidemics, pandemics, theft, quarantine restrictions, freight embargoes or any other similar cause beyond the control of Company.
3.2 Title to and risk of loss or damage to the Equipment will pass to Customer and delivery shall be deemed to be complete upon transfer of Equipment (i) to a carrier for shipment at Company’s facility, (ii) to a carrier for shipment at Company’s supplier’s facility when Equipment is shipped directly from the manufacturer, or (iii) as otherwise specifically indicated in the applicable Order Form. Unless otherwise agreed to in writing, all Equipment is shipped F.O.B. Company’s location or delivered to Customer, at Customer’s expense, using Customer’s own delivery service.
4. INSPECTION AND ACCEPTANCE
Customer will have three (3) calendar days from the date of delivery to inspect the Equipment for defects and nonconformance and to notify Company, in writing, of any defects, nonconformance, or rejection of the Equipment (other than defects or nonconformities due to damage, shortage, or errors in shipping that will be reported as set forth below). Claims for shipping damage, errors, or shortages must be made in writing to Company no more than five (5) calendar days after receipt of shipment. After this three-day or five-day period, as applicable, Customer will be deemed to have irrevocably accepted the Equipment, if not previously accepted. After acceptance, Customer will have no right to reject the Equipment for any reason or revoke acceptance. Claims for damage due to shipping must be made by Customer to the freight carrier, and Company shall have no liability for any such damage.
5. RETURN OF EQUIPMENT
No Equipment returns will be accepted unless Company expressly agrees in advance to permit the return of such Equipment. All returns will be pursuant to Company’s written instructions. Customer must contact Company for a Return Material Authorization (RMA) before returning any Equipment. All returns must reference the RMA number along with the original invoice number and the reason for return. All returned Equipment must be shipped F.O.B. Company’s location, freight prepaid.
6. TECHNICAL SUPPORT
Unless otherwise specifically provided on the quotation or invoice, Company will not provide any services in connection with installation, testing, or evaluation of the Equipment. Company will, however, consistent with its capabilities and subject to scheduling acceptable to Company, make available to Customer, at Customer’s expense, technical support services relating to the Equipment (“Technical Support”) at the standard rates then imposed by Company, together with any out-of-pocket expenses to Company in connection with the Technical Support. The sole and exclusive remedy of Customer in connection with any acts or omissions of Company in the provision of Technical Support will be the provision of further Technical Support to Customer reasonably required to correct the act or omission.
7. PAYMENT OF FEES
7.1 Customer will pay Company all fees and other charges described in Appendix A to the applicable Order Form for the Equipment in accordance with the terms therein (the “Equipment Fees”).
7.2 Customer shall pay or reimburse Company for the reasonable out-of-pocket expenses (including travel and travel-related expenses) incurred by Company in connection with Company’s performance of Technical Support.
7.3 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. All payments shall be in U.S. dollars. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department. Unpaid amounts are subject to a finance charge of 2.0% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Technical Support. Customer shall be responsible for all taxes associated with the Equipment and/or Technical Support other than U.S. taxes based on Company’s net income.
7.4 If shipment or delivery of Equipment is delayed by or at the request of Customer, payment will remain due in full thirty (30) days from the date of Company’s invoice. In such event, Company may impose, and Customer shall pay, storage charges and other incidental expenses incurred by Company as a result of the delay in addition to any interest on late payments as described above.
8. SECURITY INTEREST
As security for payment of all amounts due to Company, Customer grants to Company a security interest in all Equipment sold by Company to Customer, and Company will have all rights of a secured party under the Uniform Commercial Code with respect to the Equipment. Customer appoints Company as its attorney-in-fact with authority, at Company’s option, to take actions as Company deems reasonable in the circumstance to perfect the above security interest in any one or more jurisdictions, and Customer shall pay all applicable filing fees.
9. TERMINATION
In addition to any other remedies it may have, either party may terminate the applicable Order Form and these Terms and Conditions of Sale, upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions thereof. Upon Company’s termination for any reason, Customer will pay Company on demand all direct and indirect costs (including, without limitation, all applicable restocking or cancellation charges, including reimbursement for direct costs assessed by the manufacturer) incurred directly or indirectly by Company in connection with the applicable Order Form, all as reasonably determined by Company, plus any profit to be negotiated with Customer; provided, however, in no event, however, will any amount payable by Customer exceed the total price payable by Customer for the Equipment. All sections of these Terms and Conditions of Sale and the applicable Order Form which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, indemnification, warranty disclaimers, and limitations of liability.
10. LIMITED WARRANTY AND DISCLAIMER
10.1 THE EQUIPMENT SHALL CONFORM, IN ALL MATERIAL RESPECTS, TO THE WRITTEN DOCUMENTATION COMPANY PROVIDES TO CUSTOMER WITH SUCH EQUIPMENT FOR A PERIOD OF ONE YEAR FOLLOWING CUSTOMER’S ACCEPTANCE THEREOF. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, ALL EQUIPMENT IS SOLD AS IS, AND COMPANY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE EQUIPMENT AND/OR TECHNICAL SUPPORT OR THEIR CHARACTERISTICS, QUALITY, PERFORMANCE OR VALUE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. CUSTOMER ASSUMES FULL RESPONSIBILITY THAT THE EQUIPMENT MEETS THE REQUIREMENTS, SPECIFICATIONS AND/OR INTENDED USE OF CUSTOMER, AND COMPANY MAKES NO REPRESENTATION WITH RESPECT TO THEM. THE PARTIES AGREE THAT CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AGAINST COMPANY FOR ANY CLAIM OF ANY KIND, INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND/OR STRICT LIABILITY IN TORT, SHALL BE FOR THE REPAIR OR REPLACEMENT OF DEFECTIVE EQUIPMENT, SUCH REPAIR OR REPLACEMENT TO BE AT COMPANY’S SOLE DISCRETION. THE PARTIES AGREE THAT IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER, A USER, OR ANY THIRD PERSON FOR LOSS OR DAMAGES TO PROPERTY RESULTING FROM FAILURE OF COMPANY’S EQUIPMENT TO OPERATE OR TO FUNCTION PROPERLY, NOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING THEREFROM. CUSTOMER SHALL OBTAIN ITS OWN INSURANCE COVERING PERSONAL INJURY AND PROPERTY LOSS OR DAMAGE TO ITS PREMISES, AND HEREBY AGREES TO INDEMNIFY COMPANY AGAINST ALL CLAIMS OF THIS NATURE.
10.2 If Equipment is resold by Customer, Customer will include in its agreement for resale provisions that limit recoveries in accordance with these Terms and Conditions of Sale and the applicable Order Form. In case of Customer’s failure to include in any agreement for resale the terms providing for such limitations, Customer will indemnify and hold Company harmless from and against any and all liabilities, losses, costs, damages, or expenses (including reasonable attorney fees) arising out of or resulting from the failure.
11. INDEMNITY
Customer agrees to defend, indemnify and hold harmless Company and its officers, directors, employees, contractors and agents from and against any and all losses, claims, damages, judgments, demands, actions, proceedings, investigations (whether formal or informal) or expenses (including reasonable attorneys’ fees) or threats thereof, due to, arising out of or relating to: (i) Customer’s breach of these Terms and Conditions of Sale, the applicable Order Form or the documents they incorporate by reference; (ii) Customer’s violation of any law or the rights of a third-party; (iii) Customer’s fraud, gross negligence or willful misconduct; and/or (iv) injury of any nature, including, without limitation, infringement, sickness, and/or death, and for property damage caused by any Equipment or part thereof after the time of delivery of such Equipment or after such Equipment otherwise leaves the possession or control of Company.
12. COMPLIANCE WITH LAWS AND EXPORT CONTROL
Customer will be responsible for compliance with any and all federal, state, or local laws or regulations respecting safety or respecting use of the Equipment. Equipment supplied by Company may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all laws and regulations. Notwithstanding any other provision to the contrary, if federal, state, or local law requires export authorization for the export or re-export of any Equipment or associated technology, no delivery can be made until export authorization is obtained, regardless of any otherwise promised delivery date. If any required export authorization is denied, Company and Company’s supplier will be relieved of any further obligation relative to the sale and delivery of the Equipment subject to denial without liability of any kind relative to Customer or any other party. Company will not comply with boycott-related requests except to the extent permitted by federal law and then only at Company’s discretion.
13. AMENDMENTS
No modification of these Terms and Conditions of Sale or the applicable Order Form (or of any covenant, condition or limitation contained therein) shall be valid or effective unless it is (i) in writing and duly executed by the parties hereto, or (ii) electronically accepted by Customer.
14. MISCELLANEOUS
If any provision of these Terms and Conditions of Sale or the applicable Order Form is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms and Conditions of Sale and the applicable Order Form will otherwise remain in full force and effect and enforceable. These Terms and Conditions of Sale and the applicable Order Form are not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under these Terms and Conditions of Sale or the applicable Order Form without consent. These Terms and Conditions of Sale and the applicable Order Form is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter thereof, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and Conditions of Sale or the applicable Order Form and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under these Terms and Conditions of Sale or the applicable Order Form, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices will be in writing and will be deemed to have been duly given when received, if personally delivered; when electronically transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Terms and Conditions of Sale and the applicable Order Form shall be governed by the laws of the State of Michigan without regard to its conflict of laws provisions.

Equipment Lease Terms and Conditions

These IOSiX, LLC Equipment Lease Terms and Conditions (“Equipment Lease Terms and Conditions”) are incorporated by reference into the IOSiX, LLC Order Form by and between Company and Customer (the “Order Form”). All Section references in these Equipment Lease Terms and Conditions shall be references to provisions in these Equipment Lease Terms and Conditions unless explicitly stated otherwise. Capitalized terms used in these Equipment Lease Terms and Conditions without definition shall have the meanings given to them in the Order Form.
1. LEASE OF EQUIPMENT
Company shall lease to Customer, and Customer shall lease from Company, subject to these Equipment Lease Terms and Conditions, the Equipment described on Appendix A to the applicable Order Form. The term “Equipment” shall include all replacement parts, accessories, or alterations incorporated into or made to the tangible personal property.
2. TERM
On execution of the applicable Order Form, these Equipment Lease Terms and Conditions shall become effective as of the Effective Date. Subject to earlier termination as provided below, these Equipment Lease Terms and Conditions and the applicable Order Form shall remain in effect for a period of five (5) years from the Effective Date and shall automatically renew for additional five (5) year terms (the “Term”) unless either party provides the other with written notice of its intention not to renew at least ninety (90) days before the expiration of the then-current Term.
3. DEFAULT AND REMEDIES
3.1. Any of the following shall constitute a default under these Equipment Lease Terms and Conditions and the applicable Order Form:
3.1.1. Customer fails to pay when due any Rental Fees or any other sum required to be paid and the failure continues for ten (10) days following written notice from Company.
3.1.2. Customer fails to observe, keep, or perform any other term, covenant, or condition and the failure continues for thirty (30) days following written notice from Company.
3.1.3. Customer (i) becomes insolvent or admits in writing its inability to pay, or fails to pay, its debts as they become due, (ii) makes an assignment for the benefit of its creditors, or (iii) applies for or acquiesces in the appointment of a receiver, trustee, or other custodian for any of its properties or assets.
3.1.4. Any proceeding is commenced by or against Customer for any relief that includes, or might result in, any modification of the obligations of Customer under these Equipment Lease Terms and Conditions or the applicable Order Form or relief under any bankruptcy or insolvency laws or other laws relating to the relief of debtors, adjustment of indebtedness, reorganization, composition, or extension, unless, in the case of an involuntary proceeding not consented to or acquiesced in by Customer, the proceeding is dismissed within ninety (90) days after the same is commenced (provided that these Equipment Lease Terms and Conditions and the applicable Order Form terminate automatically if Customer fails to pay any Rental Fees when due after a proceeding has been commenced by or against Customer under the U.S. Bankruptcy Code).
3.1.5. Customer voluntarily or involuntarily, by operation of law or otherwise, removes, sells, transfers, assigns, grants any security interest in, pledges, hypothecates, encumbers, parts with possession of, or sublets any Equipment or any of its rights or obligations hereunder, or attempts to do so.
3.2. On any default by Customer under these Equipment Lease Terms and Conditions or the applicable Order Form, Company shall have the right, but shall not be obligated, to exercise at any time or from time to time any one or more of the following rights and remedies, any of which may be exercised by Company without notice to or demand on Customer:
3.2.1. Company may charge a late payment fee in the amount of 1.5% of the Customer’s monthly Rental Fees.
3.2.2. If Customer has paid any Rental Fees in advance of the due date, Company may apply any or all of it to any obligation of Customer hereunder.
3.2.3. Company may recover all Rental Fees and other amounts due as of the date of the default for duration of the Term and recover all Rental Fees and other sums as they accrue.
3.2.4. Company may proceed by appropriate court action, either at law or in equity, to enforce performance by Customer of, or recover for Customer’s breach of, these Equipment Lease Terms and Conditions or the applicable Order Form or to otherwise regain possession of the Equipment.
3.2.5. Company may pursue any other remedy available to Company at law or in equity.
3.2.6. Any of the actions by Company under subsections 3.2.1 – 3.2.4 shall not constitute a termination of these Equipment Lease Terms and Conditions or the applicable Order Form or any of Customer’s obligations thereunder unless expressly stated by Company in writing to Customer.
3.2.7. Company may terminate these Equipment Lease Terms and Conditions and the applicable Order Form and Customer must then return all Equipment within sixty (60) days of the termination date as provided by Company, at Customer’s expense to the location designated by Company. Customer shall be responsible for the replacement cost for any Equipment Customer does not return to Company within the sixty (60) day period as described above.
3.3. If on any termination of these Equipment Lease Terms and Conditions or the applicable Order Form Customer fails or refuses to immediately deliver the Equipment to Company, Company shall have the right to enter Customer’s premises and take possession of and remove the Equipment without legal process. Customer releases any claim or right of action for trespass or damages caused by the entry and removal. Under all circumstances, Customer shall also pay to Company, on demand, an amount equal to any and all incidental damages sustained by Company, including, without limitation, all costs of collection, repossession, transportation, storage, repair, reconditioning, resale, or other disposition of the Equipment; all attorney, expert witness and accountant fees and costs (whether or not suit is commenced); court costs; and other costs and expenses incurred in exercising any rights or remedies under or in enforcing any of the terms or conditions of these Equipment Lease Terms and Conditions or the applicable Order Form. The provisions of this section shall not prejudice Company’s right to recover or prove damages for unpaid Rental Fees accrued before default. No remedy referred to in this section is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Company at law or in equity and may be exercised concurrently or consecutively. The exercise or beginning of exercise by Company of any one or more of these remedies shall not preclude the simultaneous or later exercise by Company of any or all other remedies. Company’s remedies shall be available to Company’s successors and assigns.
3.4. If Customer fails promptly to perform any of its obligations under these Equipment Lease Terms and Conditions or the applicable Order Form, Company, on written notice to Customer, may (but shall not be obligated to and shall not incur any liability or obligation to Customer or any third party for failure to) perform the same for the account of Customer without waiving Customer’s failure as a default. All sums paid or expenses or liabilities incurred by Company in such performance (including reasonable legal fees) shall be promptly reimbursed by Customer on demand of Company, together with interest from the date paid by Company to the date reimbursed by Customer at the annual rate of 18% or, if lower, the maximum rate that Company may lawfully charge.
3.5. All sections of these Equipment Lease Terms and Conditions and the applicable Order Form which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, indemnification, warranty disclaimers, and limitations of liability.
4. FEES AND TAXES
4.1. Commencing on the first day of the first month following the Effective Date and continuing each month during the Term, Customer agrees to pay Company as rent for the Equipment the amounts set forth in Appendix A (“Rental Fees”). The Rental Fees payable hereunder shall not entitle Customer to any equity interest in the Equipment.
4.2. Customer’s obligation to pay all Rental Fees and other sums hereunder shall be absolute and unconditional and shall not be subject to abatement, reduction, setoff, defense, counterclaims, interruption, deferment, or recoupment for any reason whatsoever. Payments will be drawn via ACH or charged to credit card monthly on issue of invoice. If Customer elects to pay by credit card, there will be an additional convenience fee of 3.5% added to the payment total.
4.3. In addition to the Rental Fee payments and all other amounts required to be paid, Customer agrees that it will promptly pay all taxes, assessments, and other governmental charges (including penalties and interest) levied or assessed:
4.3.1. on the interest of Customer in the Equipment or on the use or operation of the Equipment or on the earnings of Customer arising from the Equipment; and
4.3.2. against Company on account of its acquisition or ownership of the Equipment, or the use or operation of the Equipment or the leasing to Customer of the Equipment, or the monthly Rental Fees provided for, or the earnings of Company arising from the monthly Rental Fees; provided, however, that Customer will not be responsible for any taxes based on the net income of Company or for any taxes based on gross income of Company. Customer agrees to file, on behalf of Company and if permitted by the taxing authorities, all required personal property tax returns and reports concerning the Equipment with all appropriate governmental agencies.
5. SHIPPING AND INSPECTION
As Customer shall be responsible for all costs associated with shipping the Equipment, Company shall ship the Equipment to Customer based on Customer’s written requests/instructions and at Customer’s risk. Customer will have seven (7) days from the date of delivery to inspect the Equipment for defects and nonconformance and to notify Company, in writing, of any defects, nonconformance, or rejection of the Equipment (other than defects or nonconformities due to damage, shortage, or errors in shipping that will be reported as set forth below). Claims for shipping damage, errors, or shortages must be made in writing to Company no more than ten (10) days after receipt of shipment. After this seven-day or ten-day period, as applicable, Customer will be deemed to have irrevocably accepted the Equipment to be in good working condition and rejection of said period shall be deemed a breach of these Equipment Lease Terms and Conditions and the applicable Order Form and may be construed as early termination thereof.
6. RISK OF LOSS
Customer shall at all times bear the entire risk of loss, theft, destruction, or damage, whether partial or complete and whether or not insured, of each article of the Equipment, and of any condemnation, confiscation, requisition, seizure, forfeiture, or other taking of title to or use of each article of Equipment, whether partial or complete, from any cause whatsoever (“Loss or Damage”). Customer shall indemnify, defend and hold Company harmless from and against any and all Loss or Damage, until the article(s) of Equipment shall have been returned to Company and received by Company in accordance with all terms and conditions of these Equipment Lease Terms and Conditions and the applicable Order Form. No Loss or Damage shall release, impair, or otherwise affect Customer’s obligation to pay Rental Fees or any other obligation of Customer hereunder. In the event of any Loss or Damage to any article(s) of Equipment, Customer shall immediately notify Company in writing (in all events within five calendar days) after the occurrence of Loss or Damage, and Customer shall immediately, at Company’s option and at Customer’s sole expense, (i) place the article(s) of Equipment in good working order, condition, and repair, (ii) replace the article(s) of Equipment with like equipment in good working order, condition, and repair, having equivalent value and utility and with clear title in Company (which shall then be deemed substituted for the article(s) of Equipment for all purposes), or (iii) pay to Company an amount equal to the replacement cost of the article(s) of Equipment. In any event, Company will have no liability to Customer or any other person for delays in performance due to strikes or labor disputes of any type; acts, omissions, or delays of Customer or any other third party; accidents, fire, flood, hurricane, earthquake, other elements of nature or acts of God, acts of war, acts of a public enemy, acts of a nation or any state, territory, province or other political division, terrorism, riots, civil disorders, rebellions or revolutions, mass shootings, epidemics, pandemics, theft, quarantine restrictions, freight embargoes or any other similar cause beyond the control of Company.
7. INSURANCE
Customer, at its own cost and expense, shall insure the Equipment against burglary, theft, fire, vandalism, and every cause whatsoever for not less than the replacement cost of the Equipment, by an insurance carrier(s) acceptable to Company. At its expense Customer shall further provide and maintain comprehensive public liability insurance against claims for bodily injury, death, and/or property damage arising out of the use, ownership, possession, or operation of the Equipment and obtain public liability insurance with minimum limits, in the form and with the insurance companies that shall be satisfactory to Company. All insurance policies shall name both Customer and Company as insured, and copies of the policies and the receipts for the payment of premiums shall be furnished to Company. Each damage policy shall provide for the payment of all losses directly to Company. Each liability policy shall provide that all losses be paid on behalf of Customer and Company as their respective interests appear. Each insurance company shall agree that it will give Company thirty (30) days’ prior written notice of any alteration or cancellation of any policy.
8. REPAIR AND REPLACEMENTS
Customer shall keep the Equipment in good condition and, at its own cost and expense, make all repairs and replacements necessary for damage outside the scope of reasonable/foreseeable wear and tear occurring in the normal course of operation. Such damage includes but is not limited to damage caused as a result of flooding, excessive dust/intrusion of dust inside the casing, general corrosion and/or corrosion to the casing, PCB, pins caused by a caustic environment or water intrusion, and/or clear/obvious mishandling of the Equipment. Company shall be responsible for Equipment repairs associated with reasonable/foreseeable wear and tear damage in the normal course of operation. Customer shall be responsible for all shipping costs associated with all Equipment repairs and replacements. All Equipment replacements shall immediately become the property of Company.
9. RETURN
At the end of the Term, Customer shall at its own cost and expense return the Equipment to Company at the location specified by Company in writing, in as good condition as when received, except for reasonable wear and tear.
10. OWNERSHIP AND USE
The Equipment shall be the exclusive property of Company, except for Customer’s rights to use the Equipment in its normal business operations pursuant to these Equipment Lease Terms and Conditions and the applicable Order Form. The Equipment is and shall remain personal property even if installed in or attached to real property. Customer shall keep the Equipment at all times free and clear from all liens and encumbrances. Customer shall give Company immediate notice of any attachment or other judicial process affecting any article of the Equipment. If requested by Company, Customer will affix plates or markings on the Equipment and on any operating manuals and manufacturer’s instruction indicating the interests of Company and its successors and assigns in them, and Customer will not allow any other indicia of ownership or other interest in the Equipment to be placed on the Equipment. Customer shall use the Equipment in a careful and proper manner and shall comply with all federal, state, and local laws, rules and regulations. Aside from software alterations, additions, and improvements, Customer shall not make any physical alterations or improvements to the Equipment.
11. TITLE AND FURTHER ASSURANCES
Company is authorized by Customer, at Company’s expense, to file these Equipment Lease Terms and Conditions and the applicable Order Form, or any other document or instrument as may be permitted by law showing the interest of Company in the Equipment, including filing financing statements and continuation statements pursuant to the Uniform Commercial Code. Customer will promptly execute and deliver to Company any additional documents and assurances and take further action as Company may from time-to-time reasonably request in order to more effectively carry out the intent and purposes of these Equipment Lease Terms and Conditions and the applicable Order Form and to establish and protect the rights, interests, and remedies intended to be created in favor of Company.
12. LIMITED WARRANTY AND DISCLAIMERS
THE EQUIPMENT SHALL CONFORM, IN ALL MATERIAL RESPECTS, TO THE WRITTEN DOCUMENTATION COMPANY PROVIDES TO CUSTOMER WITH SUCH EQUIPMENT FOR A PERIOD OF ONE YEAR FOLLOWING CUSTOMER’S ACCEPTANCE THEREOF. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, ALL EQUIPMENT IS LEASED AS IS, AND COMPANY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE EQUIPMENT OR ITS CHARACTERISTICS, QUALITY, PERFORMANCE OR VALUE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE EQUIPMENT. CUSTOMER ASSUMES FULL RESPONSIBILITY THAT THE EQUIPMENT LEASED HEREUNDER MEETS THE REQUIREMENTS, SPECIFICATIONS AND/OR INTENDED USE OF CUSTOMER, AND COMPANY MAKES NO REPRESENTATION WITH RESPECT TO THEM. Company shall have no liability for any damages, whether direct, indirect, general, special, incidental, exemplary, or consequential, incurred by Customer as a result of any defect or malfunction of the Equipment.
13. INDEMNITY
Customer agrees to defend, indemnify and hold harmless Company and its agents, employees, officers, and directors from and against any and all losses, claims, damages, judgments, demands, actions, proceedings, investigations (whether formal or informal) or expenses (including reasonable attorneys’ fees) or threats thereof, due to, arising out of or relating to: (i) the possession, inspection, condition, operation, or use (by whomever operated or used) of any of the Equipment; (ii) the performance or enforcement of, or any noncompliance or nonperformance with, any term of these Equipment Lease Terms and Conditions or the applicable Order Form; (iii) Customer’s violation of any law or the rights of a third-party; and/or (iv) Customer’s fraud, gross negligence or willful misconduct. Customer shall satisfy, pay, and discharge any and all settlements, judgments, and fines that may be recovered against Company. Company shall give Customer prompt written notice of any claim.
14. ASSIGNMENT
Customer expressly covenants and agrees that it shall not assign, mortgage, hypothecate, or encumber these Equipment Lease Terms and Conditions or the applicable Order Form. No assignment or sublease by Customer shall in any event relieve or release Customer of or from any debt, duty, obligation, or liability hereunder, and Customer shall remain primarily liable therefor. Company, in its sole and absolute discretion, may sell, assign, transfer, pledge, hypothecate, grant security interests in, or otherwise encumber or dispose of these Equipment Lease Terms and Conditions or the applicable Order Form or any interest in them, as a whole or in part, without notice to Customer. Notwithstanding any assignment by Company, Company warrants that so long as Customer is not in default under these Equipment Lease Terms and Conditions or the applicable Order Form, Customer shall quietly enjoy use of the Equipment subject to their terms and conditions and, as part of any assignment, the assignee shall agree that Customer’s rights in and to the Equipment shall not be disturbed so long as Customer is not in default. Company shall notify Customer in writing of any transfer of these Equipment Lease Terms and Conditions or the applicable Order Form by Company, and Customer agrees to acknowledge receipt of and comply with any notice given by Company in writing and to provide Company or its assignee with agreements, consent, conveyances, documents, and certificates that may be reasonably requested by Company or its assignee to effect, facilitate, or perfect any assignment by Company. Subject to the foregoing, these Equipment Lease Terms and Conditions and the applicable Order Form shall inure to the benefit of and bind Company, Customer, and their respective heirs, legatees, personal representatives, successors, and assigns.
15. MISCELLANEOUS
If any provision of these Equipment Lease Terms and Conditions or the applicable Order Form is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Equipment Lease Terms and Conditions and the applicable Order Form will otherwise remain in full force and effect and enforceable. Time is of the essence with respect to the performance of all obligations to be performed or observed by the parties. These Equipment Lease Terms and Conditions and the applicable Order Form are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to their subject matter, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Equipment Lease Terms and Conditions or the applicable Order Form and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights hereunder, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices will be in writing and will be deemed to have been duly given when received, if personally delivered; when electronically transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Equipment Lease Terms and Conditions or the applicable Order Form shall be governed by the laws of the State of Michigan without regard to its conflict of laws provisions.

SaaS Terms and Conditions

These SaaS Terms and Conditions (these “SaaS Terms”) set forth additional terms governing the provision of Cloud Services by IOSiX, LLC (the “Company”), pursuant to the IOSiX, LLC Order Form between Company and Customer identified in the Order Form (“Customer”) to which these SaaS Terms are attached (the “Order Form”). These SaaS Terms are incorporated into the applicable Order Form and, unless otherwise stated herein, the terms and conditions, including definitions) of the applicable Order Form apply to these SaaS Terms. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Order Form.
1. SAAS SERVICE
Subject to the terms of these SaaS Terms, Company will use commercially-reasonable efforts to provide Customer the cloud-based software services identified in Appendix A to the applicable Order Form (“Cloud Services”) as set forth herein. As part of the registration process, Customer will identify an administrative user name and password for Customer’s account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate. Subject to Customer’s payment of the Cloud Services Fees (as defined in Section 4.1 below) and compliance with the Agreement, Company will use commercially-reasonable efforts to provide Customer the support and maintenance services set forth in the Support Services Terms and Conditions attached hereto as Exhibit 1 to Appendix D (the “Support Services”).
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly, and not allow or encourage a third-party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Cloud Services or any software, documentation or data related to the Cloud Services (“Software”); (ii) modify, translate, or create derivative works based on the Cloud Services or any Software (except to the extent expressly permitted by Company in writing or authorized within the Cloud Services itself); (iii) use the Cloud Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (iv) remove from the Cloud Services or any Software any proprietary notices or labels; (v) undertake any unlawful activity which would violate or assist in violation of any sanctions program administered in any country; (vi) impersonate another person (via the use of an email address or otherwise); (vii) upload, post, transmit or otherwise make available through the Cloud Services any content that infringes the intellectual or proprietary rights of any party; (viii) provide false, inaccurate or misleading information; (ix) use the Cloud Services to violate the legal rights (such as rights of privacy and publicity) of others; (x) engage in, promote or encourage illegal activity (including, without limitation, tax evasion or money laundering); (xi) harvest or otherwise collect information from the Cloud Services about others, including without limitation email addresses, without proper consent; (xii) exploit the Cloud Services for any unauthorized commercial purpose; (xiii) create user accounts by automated means or under false or fraudulent pretenses; or (xiv) access or use the Cloud Services or any Software for the purpose of creating a product or service that is competitive with any of our products or services, including the Cloud Services.
2.2 Customer represents, covenants, and warrants that Customer will use the Cloud Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Cloud Services, Company may do so and may prohibit any use of the Cloud Services it believes may be (or alleged to be) in violation of the foregoing.
2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Cloud Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Resources”). Customer shall also be responsible for maintaining the security of the Resources, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Resources with or without Customer’s knowledge or consent.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to Disclosing Party’s business (“Proprietary Information”). Proprietary Information of Company includes all Software and all non-public information regarding features, functionality and performance of the Cloud Services. Proprietary Information of Customer includes any non-public data provided by Customer to Company (“Customer Data”). Receiving Party agrees: (i) to take reasonable precautions to protect the Proprietary Information of Disclosing Party, and (ii) not to use or divulge to any third person any such Proprietary Information of Disclosing Party, except in connection with performance of its obligations under this Agreement or as otherwise permitted herein. Disclosing Party agrees that the foregoing shall not apply with respect to any Proprietary Information that Receiving Party can document: (a) is or becomes generally available to the public, independent of Receiving Party; (b) was in its possession or known by its prior to receipt from Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of Disclosing Party; or (e) is required to be disclosed by law.
3.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to: (i) all Company Proprietary Information, the Cloud Services and all Software; (ii) any other software, applications, inventions, or other technology provided by Company and/or developed in connection with Support Services; (iii) all improvements, enhancements, modifications, updates, upgrades and derivative works of any of the items in (i) or (ii) above, by whomever produced; and (iv) all intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary in these SaaS Terms, Company shall have the right to collect and analyze Customer Data, information or data derived from the Customer Data or Customer’s use of the Cloud Services and any other information relating to the provision, use and performance of the Cloud Services and related systems and technologies (collectively, “Performance Information”). Company will be free (during and after the term hereof), without charge, to (i) use or disclose such Performance Information to improve and enhance the Cloud Services and for other development, diagnostic and corrective purposes in connection with the Cloud Services and other Company offerings, and (ii) use or disclose any Performance Information in connection with operation of its business, provided Company does not identify Customer or otherwise expressly connect the applicable Performance Information to Customer. No rights or licenses are granted except as expressly set forth herein.
4. PAYMENT OF FEES
4.1 Customer will pay Company the then applicable fees described in the Order Form for the Cloud Services in accordance with the terms therein (the “Cloud Services Fees”). Company reserves the right to change the Cloud Services Fees or applicable charges and to institute new charges and Cloud Services Fees at the end of the Initial Service Term or then current Renewal Term (as defined in Section 5.1 below), upon thirty (30) days prior notice to Customer (which may be sent by email).
4.2 Customer shall pay Company the Implementation Fee and Support Services Fees set forth in the Order Form (which are non-refundable). Customer shall pay or reimburse Company for the reasonable out-of-pocket expenses (including travel and travel-related expenses) incurred by Company in connection with Company’s performance of the Support Services.
4.3 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department. Unpaid amounts are subject to a finance charge of 0.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of the Cloud Services and Support Services. Customer shall be responsible for all taxes associated with the Cloud Services, and Support Services (other than U.S. taxes based on Company’s net income).
5. TERM AND TERMINATION
5.1 Subject to earlier termination as provided below, these SaaS Terms is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods (each, a “Renewal Term”) of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least sixty (60) days prior to the end of the then-current term. Either party may terminate this Agreement, without cause, at any time upon ninety (90) days’ notice to the other party.
5.2 In addition to any other remedies it may have, either party may also terminate these SaaS Terms upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of these SaaS Terms and fails to cure such breach within thirty (30) days of receiving written notice from the non-breaching party detailing with specificity the nature of the breach. Customer will pay in full for the Cloud Services up to and including the last day on which the Cloud Services are provided, along with all related Implementation Fees and Support Services Fees. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of sixty (60) days, but thereafter Company may, but is not obligated to, delete any or all such Customer Data. All sections of these SaaS Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. WARRANTY AND DISCLAIMER
6.1. Company shall use commercially-reasonable efforts consistent with prevailing industry standards to maintain the Cloud Services in a manner which reasonably minimizes material errors and interruptions in the Cloud Services and shall perform the Support Services in a professional and workmanlike manner (the “Limited Warranty”). Customer’s sole and exclusive remedy for any breach of the foregoing Limited Warranty shall be Company’s performance of Support Services, at no charge to Customer, to the extent necessary for Company to come into compliance with the Limited Warranty. The Cloud Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, including the acts or omissions of Company’s cloud providers, but Company shall use commercially-reasonable efforts to provide advance notice in writing or by e-mail, where possible, of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE CLOUD SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE CLOUD SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE CLOUD SERVICES, SUPPORT SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
6.2. In no event shall Company have any liability to Customer or any other person for delays in performance due to strikes or labor disputes of any type; acts, omissions, or delays of Customer or any other third party; accidents, fire, flood, hurricane, earthquake, other elements of nature or acts of God, acts of war, acts of a public enemy, acts of a nation or any state, territory, province or other political division, terrorism, riots, civil disorders, rebellions or revolutions, mass shootings, epidemics, pandemics, theft, quarantine restrictions, freight embargoes or any other similar cause beyond the control of Company.
7. INDEMNIFICATION
7.1 Customer agrees to defend, indemnify and hold harmless Company and its officers, directors, employees, contractors and agents from and against any and all losses, claims, damages, judgments, demands, actions, proceedings, investigations (whether formal or informal) or expenses (including reasonable attorneys’ fees) or threats thereof, due to, arising out of or relating to: (i) Customer’s breach of these SaaS Terms or the documents they incorporate by reference; (ii) Customer’s violation of any law or the rights of a third-party; (iii) the Customer Data, including any violations of privacy or proprietary rights related thereto; or (iv) Customer’s use of the Cloud Services and Support Services.
7.2 Company shall hold Customer harmless from liability to third parties resulting from infringement by the Cloud Services of any United States patent or United States copyright or misappropriation of any trade secret, provided Customer promptly notifies Company of any and all threats, claims and proceedings related thereto and gives Company all reasonable assistance and the opportunity to assume sole control over defense and settlement. Company will not be responsible for any settlement Company does not pre-approve in writing. The foregoing obligations do not apply with respect to portions or components of the Cloud Services: (i) not supplied by Company; (ii) made in whole or in part in accordance with Customer specifications; (iii) that are modified after delivery by Company; (iv) combined with other products, processes or materials where the alleged infringement relates to such combination; (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (vi) where Customer’s use of the Cloud Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Cloud Services are held by a court of competent jurisdiction to be, or are believed by Company to be, infringing, Company may, at its option and expense (a) replace or modify the Cloud Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Cloud Services, or (c) if neither of the foregoing is commercially practicable, terminate these SaaS Terms and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Cloud Services.
8. AMENDMENTS
No modification of these SaaS Terms or of any covenant, condition or limitation contained herein shall be valid or effective unless it is (i) in writing and duly executed by the parties hereto, or (i) electronically accepted by Customer. Customer’s continued use of the Cloud Services after notification of modifications of these SaaS Terms by Company will be deemed acceptance by Customer hereunder.
9. MISCELLANEOUS
If any provision of these SaaS Terms or the applicable Order Form is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these SaaS Terms or the applicable Order Form will otherwise remain in full force and effect and enforceable. Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words. References to the word: (i) “ensure” and its derivatives means to use commercially-reasonable efforts to pursue the stated aim and under no circumstances implies or constitutes any guaranty of results or outcomes or any express or implied legal covenant, warranty or representation; (ii) ”best efforts”, “commercially-reasonable efforts” or “reasonable efforts” means acting with diligence and good faith in the performance of these SaaS Terms and the applicable Order Form; and (iii) “immediately” means promptly and without undue delay. These SaaS Terms and the applicable Order Form are not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under these SaaS Terms or the applicable Order Form without consent. These SaaS Terms and the applicable Order Form are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter thereof, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these SaaS Terms or the applicable Order Form, and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under these SaaS Terms or the applicable Order Form, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices will be in writing and will be deemed to have been duly given when received, if personally delivered; when electronically transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These SaaS Terms and the applicable Order Form shall be governed by the laws of the State of Michigan without regard to its conflict of law’s provisions.