Equipment Agreement Terms and Conditions
These terms and conditions apply to the Equipment Details Form entered into between JoshCo Group, LLC (hereinafter “JCG”) and the contracted network (hereinafter “Network Provider”).
“Software” means the preinstalled proprietary Fast Vet software application developed by JCG.
“Equipment” means new Lenovo Chromebook provided to Network Provider by JCG.
“Total Loss” means any loss or damage that is not repairable or that would cost more to repair than the market value of the Equipment.
- TERM AND TERMINATION
The Agreement commences on the date the Equipment Details Form is executed by Network Provider and will continue until either Party terminates the Agreement (the “Term”).
Either Party may terminate this Agreement at any time, for any reason, by providing at least 60 days prior written notice to the other Party. Network Provider agrees that JCG may immediately terminate the Agreement without regard to the required 60 day written notice if an Event of Default (as stated below) occurs. Upon termination of this Agreement, any property, whether tangible or intangible, or Equipment in the possession of the other Party, shall promptly be returned. Nothing in this section shall prevent JCG from pursuing any rights or remedies it may be entitled to due to termination.
JCG will not charge/collect payment from Network Provider for the use of the Equipment and Software to perform medical evaluations for the clients JCG refers to Network Provider.
- DELIVERY OF EQUIPMENT
JCG will, at JCG’s own expense and risk, deliver the Equipment to Network Provider at a location or address of Network Provider’s choosing.
- USE OF EQUIPMENT
Network Provider will use the Equipment in a good and careful manner and will comply with all of the manufacturer’s requirements and recommendations respecting the Equipment and with any applicable law, whether local, state or federal respecting the use of the Equipment, including, but not limited to, environmental and copyright law.
Network Provider will use the Equipment for the purpose of performing medical evaluations for the clients of JCG who are referred to Network Provider. Unless Network Provider obtains the prior written consent of JCG, Network Provider will not alter, modify or attach anything to the Equipment unless the alteration, modification or attachment is easily removable without damaging the functional capabilities or economic value of the Equipment and does not interfere with the Software installed by JCG. Network Provider is prohibited from downloading updates or other applications onto the Equipment without the prior written consent of JCG.
- REPAIR AND MAINTENANCE OF EQUIPMENT
Network Provider will notify JCG within a reasonable time if the Equipment is inoperable or needs repair. JCG will repair and maintain the Equipment at its own expense. If, however, JCG is unable to make the needed repair, Network Provider agrees to pay JCG for the cost of the replacement of the Equipment. The cost to replace the Equipment is not to exceed $600.
If the Equipment is not in good repair, appearance and condition when it is returned to JCG, JCG will have the option to either (a) make such repairs, (b) cause such repairs to be made as are necessary to put the Equipment in a state of good repair, appearance and condition, normal and reasonable wear and tear excepted, or (c) request Network Provider cover the cost to replace the Equipment. The cost to replace the Equipment is not to exceed $600. If JCG is required to replace the Equipment, JCG will give Network Provider written notice. Upon receipt of the notice, Network Provider will immediately reimburse JCG for the replacement cost.
The Equipment will be in good working order and good condition upon delivery. The Equipment is of merchantable quality and is fit for the purposes it is ordinarily used to include the performing of medical evaluations for the clients of JCG who are referred to Network Provider.
Network Provider may, but is not obligated to, enforce any warranty that JCG has against the supplier or manufacturer of the Equipment. Network Provider will enforce such warranty or indemnity in its own name and at its own expense.
- LOSS AND DAMAGE
To the extent permitted by law, Network Provider will be responsible for risk of loss, theft, damage or destruction to the Equipment from any and every cause.
If the Equipment is damaged, lost or stolen, Network Provider will provide JCG with prompt written notice of such damage, loss or theft. Network Provider agrees to pay the cash equivalent of no more than $600 to replace the Equipment. Upon written notice of damage, loss or theft, JCG agrees to provide Network Provider with a new Equipment.
- OWNERSHIP AND RIGHT TO LEASE EQUIPMENT
The Equipment is the property of JCG and will remain the property of JCG. Network Provider will not encumber the Equipment or allow the Equipment to be encumbered or pledge the Equipment as security in any manner. At its discretion, JCG may request the return of individual Equipment(s) at any time. Network Provider agrees to return the Equipment(s) within 10 days of the request. If Network Provider does not return the Equipment(s) within the time specified, JCG will deem the Equipment(s) lost.
JCG warrants that it has the right to lease the Equipment to Network Provider. JCG warrants that absent termination of the Agreement, as long as the Agreement is complied with, JCG will not disturb Network Provider’s use of the Equipment.
At the end of the Term or upon earlier, Network Provider will return the Equipment at Network Provider’s cost and expense by delivering the Equipment to 325 E Warm Springs Rd, Ste 201, Las Vegas, NV 89119. If Network Provider fails to return the Equipment to JCG at the end of the Term, upon early termination of this Agreement or if JCG demands return of the Equipment, Network Provider will pay to JCG any damages and the cost to replace all unreturned Equipment plus 25% of the replacement cost as a reacquisition fee, at which point ownership of the Equipment will pass to Network Provider.
Network Provider will indemnify and hold harmless JCG against any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including attorney’s fees and costs, arising out of or related to Network Provider’s use of the Equipment.
The occurrence of any one or more of the following events will constitute an event of default (“Event of Default”) under this Agreement:
- Network Provider fails to use the Equipment in a good and careful manner as required by and under section 5 of this Agreement.
- Network Provider fails to notify JCG within a reasonable time of any damage, loss or theft of the Equipment as required by and under section 6 of this Agreement.
- Network Provider downloads apps, modifies, attaches or alters the Equipment in any way without prior written authorization from JCG.
- Network Provider fails to return the Equipment at the request of JCG or at the end of the Term.
On the occurrence of an Event of Default, JCG will be entitled to pursue any right or remedy already stated herein or any right or remedy available to it either at law or in equity. Any remedy stated in this Agreement is not exclusive and JCG may pursue and be entitled to other remedies as a court of competent jurisdiction allows.
NETWORK PROVIDER WILL NOT ASSIGN THIS AGREEMENT, NETWORK PROVIDER’S INTEREST IN THIS AGREEMENT OR NETWORK PROVIDER’S INTEREST IN THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF JCG.
Any assignment attempted on the part of Network Provider will be void as a matter of law.
- ENTIRE AGREEMENT
This Agreement will constitute the entire agreement between the Parties with regard to the Equipment Details Form, which it references. Any prior understanding or representation of any kind preceding the date of this Agreement with respect to the use of the Equipment, which is the subject matter of this Agreement, will not be binding on either Party except to the extent incorporated in this Agreement. This provision may be modified only by the express written agreement of both Parties.
- ADDRESS FOR NOTICE
Service of all notices under this Agreement will be delivered personally or sent by registered mail or courier to the following addresses:
JCG: JoshCo Group, LLC, 325 E Warm Springs Rd, Ste 201, Las Vegas, NV 89119
Network Provider: (Address as listed on the Equipment Details Form)
- GOVERNING LAW
It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Nevada without regard to the jurisdiction in which any action or special proceeding may be instituted. The Parties consent that Clark County will be used for venue purposes.
If there is a conflict between any provision of this Agreement and the applicable legislation of the State of Nevada (the “Act”), the Act will prevail and such provisions of the Agreement will be amended or deleted as necessary in order to comply with the Act. Further, any provisions that are required by the Act are incorporated into this Agreement.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions will nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement and the remaining provisions had been executed by both Parties subsequent to the expungement of the invalid provision.
- GENERAL TERMS
This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures. Time is of the essence in this Agreement.
This Agreement will extend to and be binding upon and inure to the benefit of the respective heirs, executors, administrators, successors and assigns, as the case may be, of each Party to this Agreement.
Neither Party will be liable in damages or have the right to terminate this Agreement for any delay or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections, natural disasters, such as earthquakes, hurricanes or floods and/or any other cause beyond the reasonable control of the Party whose performance is affected.