Conditions for the lease of Goods

1. In these Conditions for the Lease of Goods, the following words shall have the following meanings:

   “Commencement Date” means the date on which the Lease Period commences as described in Section 3.1.

   “Conditions” means these Conditions for the Lease of Goods and includes any special terms or conditions on the face of the Rental Agreement and/or Order Confirmation.

   “Contract” means, collectively, these Conditions, a Rental Agreement, if any, and an Order Confirmation (and, if applicable, one or more Services Statements).

   “Goods” means the goods described in the Contract and any replacements thereof.

   “HS ABC Policy” has the meaning ascribed to it in Section 17.2.

   “HS Code of Conduct” has the meaning ascribed to it in Section 17.2.

   “Prolectric’s Authorized Representatives” has the meaning ascribed to it in Section 7.1.1.

   “Lease Charges” means the total lease charges for the Goods (which may be calculated, in part, by the Minimum Days), as specified in the Contract.

   “Lease Period” means the period during which Prolectric leases the Goods to Lessee and Lessee is entitled to use the Goods pursuant to Section 3.1.

   “Lessee” means the individual or business entity specified in the Contract that is leasing the Goods from PROLECTRIC (and may be also obtaining Services).

   “Minimum Days” means the period of time specified in the Contract.

   “Order Confirmation” means Prolectric’s formal order confirmation, subject to these Conditions.

   “Rental Agreement” represents Prolectric’s written confirmation of Lessee’s verbal or written instructions relating to the Lease Charges, the time, date, and place of delivery and/or pickup, installation (as a part of Services), and other applicable charges pertaining to the Goods (or any Services), subject to these Conditions.

   “Safe Working Environment” has the meaning ascribed to it in Section 7.1.3.

   “Services” means installation, support, training, consulting, or other services related to some or all of the Goods. For clarification, Services do not include data subscription and related services that are subject to a separate data subscription services agreement or the like (and one or more associated orders) that Lessee and Prolectric may have entered into or may enter into.

   “Services Statement” means Lessee’s order for Services that has been accepted or agreed to by Prolectric in writing or another type of order (which may also be a statement of work or the like) that has been mutually agreed to by the parties in writing. A Rental Agreement or Order Confirmation may contain a Services Statement.

   “UCC” means the Uniform Commercial Code as enacted in Ohio or any other relevant jurisdiction.

2. Any reference to any legislative provision is a reference to that provision as amended, re-enacted or extended, if applicable, at the relevant time.

1. All Goods are leased and, if provided for under the Contract, installed (as a part of Services) subject to these Conditions to the exclusion of any other terms and conditions. A Contract shall be deemed formed only upon Prolectric sending to Lessee its Order Confirmation. Any quotes shall not constitute an offer by Prolectric to enter into a contract for the lease of the Goods until accepted in writing by Prolectric.
2. No variation to these Conditions shall be binding on Prolectric unless agreed to in writing by a duly authorized officer of Prolectric.
3. Prolectric’s employees, agents or sub-contractors are not authorized to make any representations and warranties unless confirmed by a duly authorized officer of Prolectric in writing. Lessee acknowledges that it does not rely on, and irrevocably waives any claim it may have for damages for or the right to rescind the Contract for, any such representations and warranties that are not so confirmed in writing.
4. Any advice or recommendation given by Prolectric or its employees, agents, or subcontractors to Lessee or its employees, agents, or sub-contractors that is not confirmed in writing by Prolectric is followed or acted upon entirely at Lessee’s own risk, and Prolectric shall not be liable in any way for any such advice or recommendation that is not so confirmed in writing.
5. Any typographical, clerical, or other error or omission in any sales literature, Rental Agreement, quotation, estimate, price list, acceptance of offer, Order Confirmation, invoice, or other document or information issued by Prolectric shall be subject to correction by Prolectric without any liability on the part of Prolectric.
6. Each Rental Agreement is subject to withdrawal by Prolectric’s written or oral notice to Lessee at any time after its initial term.
7. Lessee is responsible for ensuring the accuracy of the terms of any order, instruction, or specification and for giving to Prolectric any and all necessary information within sufficient time to enable Prolectric to perform the Contract.
8. The quantity and description of the Goods and any specification for the Goods shall be those set out in Prolectric’s Contract.
9. Prolectric reserves the right to make any changes in the specification of the Goods (including raw materials and components) which (a) are required to conform with any applicable law and (b) do not materially affect their quality or performance.

1. The lease of the Goods shall commence on the date where:

   if Prolectric is to deliver the Goods to Lessee, the date on which Prolectric delivers the Goods to Lessee; or

   if Prolectric is to deliver and install the Goods, the date on which Prolectric installs the Goods; or

   if Lessee is to pick up the Goods, the date on which Prolectric notifies Lessee that the Goods are ready for pickup, and shall continue until the earlier of its expiration (or, if extended by Prolectric’s written consent or agreement, then until expiration of such extension) or the Contract is terminated in accordance with the provisions of Sections 4.2, 4.4, 6.3, 7.3, 12, or 17.3.

   In connection with any such expiration or termination (and as otherwise described in the Contract), the Goods must be returned to Prolectric’s possession.

1. The method of delivery, and the date, time, and place of delivery and/or installation, shall be in accordance with the Contract.
2. If Lessee fails to take delivery of the Goods, or if Lessee fails to give Prolectric adequate delivery instructions prior to the time delivery is to be made, or if Lessee fails to pick up the Goods within the time period specified for pick-up, then Prolectric shall be entitled to terminate the Contract on written notice to Lessee, and Lessee assumes liability for and shall indemnify Prolectric in full against all loss (including loss of profit), costs (including labor and materials used), damages, charges, and expenses incurred by Prolectric as a result of the delayed delivery or termination of the Contract (as the case may be).
3. Where, at the request of Lessee, Prolectric agrees to postpone delivery and/or installation, Lessee shall pay all costs and expenses, including a reasonable charge for storage occasioned thereby and any costs incurred by Prolectric in relation to any insurance payments reasonably made by it. Lessee shall also assume liability for and indemnify Prolectric in respect of any additional costs and expenses incurred.
4. Where Lessee picks up the Goods, Lessee shall ensure that the vehicle used for pick-up of the Goods is as prescribed by Prolectric. If, in Prolectric’s reasonable opinion, any vehicle provided by Lessee for pick-up of the Goods is not as prescribed by Prolectric, Prolectric shall be entitled to refuse to release the Goods to Lessee until a suitable vehicle is provided by Lessee. If Lessee fails to provide such suitable vehicle within the later of the time period specified for pick-up or 24 hours after Prolectric notifies Lessee that the vehicle is unsuitable, Prolectric shall be entitled, in its sole discretion, to terminate the Contract on one day’s written notice to Lessee, and Lessee shall assume liability for and indemnify Prolectric in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges, and expenses incurred by Prolectric as a result of termination.
5. If Prolectric delivers the Goods (but does not install the Goods) or if, on termination of the Contract, Prolectric picks up the Goods, Lessee shall be responsible for unloading the Goods at the delivery address and for loading the Goods at the pick-up point (as the case may be).
6. If Lessee is to pick up the Goods or if, on termination of the Contract, Lessee is to return the Goods, Prolectric shall be responsible for loading the Goods at the pick-up point and for unloading the returned Goods (as the case may be).
7. Lessee shall, in all circumstances, inspect the Goods upon receipt and notify Prolectric within twenty-four (24) hours of any defects it may find with the Goods and agrees not to place any defective Goods into service or hire / provide any defective Goods to its customers, sub-contractors, agents, and end users of the Goods.

1. The charges applicable to the lease of the Goods shall be the Lease Charges, any delivery and/or pick-up charges, and any other charges specified in the Contract. (As to any Services, Lessee shall pay Prolectric amounts due within thirty (30) days from the date of invoice, unless another period of time is indicated in an invoice or is mutually agreed to in writing.)
2. Prolectric may, at any time before delivery, pick-up, or installation, by giving written notice to Lessee, increase the Lease Charges to reflect: (a) any increase in the cost to Prolectric arising from any factor beyond Prolectric’s control (including, but not limited to, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labor, materials or any other costs of manufacture); (b) any change in delivery dates, quantities or specifications for the Goods which is requested by Lessee; or (c) any delay caused by any instructions of Lessee or failure of Lessee to give Prolectric adequate information or instructions.
3. Any applicable tax, import, or export duties or other taxes or duties, other than taxes on Prolectric’s income related to this Contract, are payable by Lessee.
4. The Lease Charges will accrue from the Commencement Date and will continue throughout the Lease Period. Prolectric will invoice Lessee on a monthly basis and, unless otherwise agreed in writing by Prolectric, Lessee’s payment to Prolectric must be received within 30 days of the invoice date, without deduction, counterclaim, or abatement. The time for payment shall be of the essence of the Contract.
5. If Lessee fails to make any payment (without deduction, counterclaim, or abatement) by the due date, Prolectric C may charge Lessee interest (both before and/or after any judgment) on the amount unpaid, at the annual rate of four percent (4%) above the prime rate published by JPMorgan Chase Bank from time to time, or the highest rate permitted by law, whichever is less, until Prolectric receives full and final payment in cash, by wire, or in ACH funds.
6. If the Contract is terminated for any reason (except pursuant to Section 6.3 or Section 12.1.1) prior to the end of the Lease Period, Lessee shall be liable for all of the Lease Charges applicable to the Lease Period less any Lease Charges already paid by Lessee.

1. Unless Lessee notifies Prolectric in writing of any damage, defects, or nonconformity affecting the Goods within twenty-four (24) hours of delivery or pick-up or installation of the Goods (as the case may be), Lessee shall be deemed to have accepted the Goods in the condition delivered, picked up, or installed, as applicable.
2. Where notification of any damage, defect, or non-conformity is given to Prolectric by Lessee within the time period specified in Section 6.1, but subject to Sections 6.3, 6.4, and 6.5, Prolectric may replace, as soon as reasonably practicable, any Goods which Prolectric agrees are materially damaged, defective or non-conforming. Lessee’s right under this Section 6.2 shall be Lessee’s only right and remedy in respect of Goods which are damaged, defective, or non-conforming. No such damage, defect, or non-conformity shall impair Lessee’s commitments under the Contract, which shall continue in full force and effect.
3. If Prolectric notifies Lessee that it is unable to supply replacement Goods pursuant to Section 6.2 within forty eight (48) hours of Prolectric agreeing that the Goods are materially damaged, defective, or non-conforming, Lessee shall be entitled to terminate the Contract on written notice to Prolectric. Lessee’s right under this Section 6.3 shall be Lessee’s exclusive right and remedy under the Contract and at law in respect of any inability on the part of Prolectric to supply replacement Goods pursuant to Section 6.2.
4. Any Prolectric commitment under Section 6.2 to replace Goods which are materially damaged, defective, or non-conforming shall not apply in respect of damages, defects, or non-conformities which are caused or aggravated by any act or omission on the part of Lessee or its customers, including, without limitation, (a) improper storage, accident, misuse, or unauthorized modifications or alterations by Lessee or its customers and (b) Goods that have not been installed, operated, and maintained by Lessee or its customers in accordance with procedures approved by Prolectric.
5. Any Prolectric commitment under Section 6.2 to replace Goods which are materially damaged, defective, or non-conforming shall be conditioned upon Lessee holding the Goods subject to Prolectric’s inspection. Prolectric shall not be liable to Lessee for the cost of Lessee’s replacement of, or the cost of repair to, the Goods without its express written consent signed by a duly authorized officer of Prolectric.
6. Unless otherwise agreed in writing by Prolectric, Prolectric will pick up any defective Goods for inspection and/or replacement, and Lessee shall bear the cost of such pick-up or return and inspection if the Goods are found not to be damaged, defective, or nonconforming.
7. Where Prolectric replaces damaged, defective, or non-conforming Goods pursuant to Section 6.2, Prolectric shall deliver the replacement Goods to an address agreed to by Prolectric and Lessee.

1. In those instances where Prolectric has agreed to install (or dismantle and remove) the Goods (as set out in the Contract), Lessee shall:
   1. provide Prolectric’s employees, agents, or sub-contractors that are engaged to install or remove the Goods (“Prolectric’s Authorized Representatives”) with access to the location where the Goods are to be installed to effect the installation or are to be removed in accordance with the arrangements set out in the Contract;
   2. carry out any preparatory work necessary to allow Prolectric to install or remove the Goods and provide all necessary facilities at Lessee’s cost; and
   3. take all steps to protect and ensure the health and safety of Prolectric’s Authorized Representatives during the installation or removal work, including, but not limited to, ensuring that safe and adequate traffic management procedures are in place (a “Safe Working Environment”).
2. If, in the opinion of Prolectric’s installation supervisor, Lessee fails to provide a Safe Working Environment to Prolectric’s Authorized Representatives, Prolectric’s installation supervisor may, at their sole discretion, choose to cease the installation or removal work.
3. If Prolectric is unable to install or remove the Goods when planned due to any act or omission of Lessee, including, but not limited to, failure to provide a Safe Working Environment, Prolectric may, at its sole discretion, cancel or terminate the Contract or cancel its obligation to install or remove the Goods and/or invoice Lessee for all additional time which may be incurred and for all expenses incurred.
4. Lessee shall follow all instructions and installation materials related to the Goods.

1. Lessee shall:
   1. ensure that the Goods are used only by personnel who have been appropriately trained (as applicable) in the use of the Goods;
   2. ensure that the Goods are used in accordance with all applicable statutes, regulations, and rules in force from time to time;
   3. take all necessary precautions to ensure that the Goods remain in good and serviceable condition;
   4. immediately notify Prolectric in the event that the Goods are damaged, whereupon Prolectric may choose to repair the Goods and invoice Lessee for the cost of the repairs and all other expenses arising from the damage;
   5. not make any alterations to the Goods without the prior written consent of Prolectric, which consent may be withheld for any reason, or mark or deface the Goods in any way;
   6. permit Prolectric or any person authorized by Prolectric to inspect the Goods at all reasonable times; and
   7. not sell, assign, pledge, mortgage, grant a security interest in, encumber, or otherwise deal with the Goods or any interest therein other than in accordance with Section 9.

1. Lessee shall not be entitled to sublease the Goods to a sublessee without Prolectric’s prior written consent, which consent may be withheld for any reason.
2. If Lessee is so entitled and subleases the Goods, Lessee shall:
   1. obtain the agreement of any sublessee of the Goods to comply with the provisions of these Conditions and to not further sublease the Goods;
   2. ensure that the sublease of the Goods terminates immediately on termination of the Contract; and
   3. be liable for all acts and omissions of the sublessee.

1. Title to the Goods shall (as between the parties) at all times remain with Prolectric, and the arrangement evidenced by the Contract is a lease as defined in the UCC Article 2A. Lessee authorizes Prolectric to file appropriate UCC lessor/lessee financing statements to give public notice of Prolectric’s retention of ownership of the Goods. The Goods are and shall at all times be and remain (as between the parties) the sole and exclusive personal property of Prolectric, and, notwithstanding any trade-in or down payment by Lessee or on its behalf with respect to the Goods, Lessee shall have no right, title, or interest to the Goods except as to the use thereof subject to the terms and conditions of the Contract.
2. Except as otherwise provided herein, risk of loss in the Goods shall pass to Lessee:
   1. if Lessee picks up the Goods, on Prolectric completing loading the Goods onto Lessee’s vehicle; or
   2. if Prolectric delivers the Goods by third party carrier, on Prolectric completing loading the Goods onto the third party carrier’s vehicle.
3. Risk of loss in the Goods shall remain with Lessee until:
   1. if Lessee returns the Goods, on Prolectric’s completion of off-loading the Goods from Lessee’s vehicle;
   2. if Prolectric picks up the Goods, on Lessee’s completion of the loading of the Goods on Prolectric’s vehicle; or
   3. if Prolectric removes the Goods, on Prolectric completing such removal.

1. PROLECTRIC warrants that it has the right to lease the Goods.
2. Except as expressly stated herein, Prolectric makes NO WARRANTY, EXPRESS, IMPLIED, BY OPERATION OF LAW, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE GOODS (OR ANY SERVICES).
3. Prolectric will use its reasonable endeavors to ensure that the benefit of any manufacturer’s warranty for the Goods passes to Lessee (where PROLECTRIC can do so without incurring either cost or expense).
4. THE FOLLOWING PROVISIONS SET FORTH PROLECTRIC’S ENTIRE LIABILITY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), MISREPRESENTATION, OR OTHERWISE HOWSOEVER ARISING: Prolectric’s entire liability for damaged, defective, or non-conforming Goods shall be limited to replacement of such Goods, as set forth in Section 6.2, or, if Prolectric is unable to timely obtain replacement Goods, Lessee’s right to terminate the Contract, as set forth in Section 6.3.
5. PROLECTRIC SHALL NOT BE LIABLE FOR ANY INCREASED COSTS, EXPENSES, LOSS OF PROFITS, GOODWILL, BUSINESS OPPORTUNITY, CONTRACTS, REVENUES, OR ANTICIPATED SAVINGS OR ANY TYPE OF SPECIAL, INDIRECT, INCIDENTIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING DAMAGES OR LOSS SUFFERED BY LESSEE AS A RESULT OF A CLAIM BY A THIRD PARTY), EVEN IF SUCH DAMAGES OR LOSS WAS REASONABLY FORESEEABLE OR PROLECTRIC HAD BEEN ADVISED OF THE POSSIBILITY OF LESSEE INCURRING THE SAME OR FOR DEATH OR PERSONAL INJURY (TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW).
6. Prolectric shall not be liable to Lessee or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Prolectric’s obligations, if the delay or failure was due to any cause beyond Prolectric’s reasonable control, including (without limitation) flood, fire, accident, pandemic, transportation delays, strikes, war or threat of war, sabotage, civil disturbance, or governmental action, import or export regulations or embargoes, or disruption of supplies or services.
7. To the fullest extent permitted by law, under no circumstances will Prolectric be liable to Lessee for an amount in excess of Lease Charges (or, as applicable, of the Services fees paid) for any claims, losses, liens, costs, liabilities, causes of action, suits, demands, judgments, obligations, fines, penalties, damages, requirements, violations, or expenses (including without limitation, attorneys’ fees, court costs, and costs of investigation) of any nature, kind, or description, whether based in contract, warranty, indemnity, or tort (including negligence and strict liability) or otherwise, of any person or entity, directly or indirectly, arising out of, resulting from, or related to the Contract or the Goods (or, as applicable, the Services), even if Prolectric has knowledge of the possibility of the foregoing.

1. Subject to Sections 5.6 and 13.3, Lessee shall be entitled to terminate the Contract:
   1. at any time prior to delivery or pick-up of the Goods by giving at least 24 hours’ written notice to Prolectric; or
   2. after delivery or pick-up of the Goods by returning the Goods to Prolectric or arranging for Prolectric to pick up the Goods, following the elapsing of Lessee’s thirty (30) days’ written notice being received by Prolectric.
2. If there are no then-current Lease Periods, Prolectric shall be entitled to terminate the Contract upon written notice to Lessee.
3. In addition and without prejudice to any other rights of Prolectric, whether hereunder or at law, Prolectric may cancel or terminate the Contract or suspend any future deliveries under the Contract without any liability to Lessee if:
   1. Lessee fails to make any payment when due, Lessee breaches any provision of the Contract, or Prolectric reasonably believes that Lessee may be insolvent;
   2. Lessee abandons the Goods or takes any steps to sell or encumber the Goods;
   3. Lessee has given Prolectric any untrue statement or false information; or
   4. the Goods are seized or levied upon or made subject to a court order.
4. Unless otherwise agreed in writing by Prolectric and Lessee, on expiration of a Lease Period or termination of the Contract, Prolectric shall pick up the Goods, and Lessee shall be responsible for the cost of pick-up.
5. On expiration of a Lease Period or termination of the Contract, howsoever arising, any monies owing to Prolectric at the date of expiration or termination shall become immediately due and payable by Lessee.
6. If Lessee is to return the Goods to Prolectric and fails to do so within twenty four (24) hours of expiration of a Lease Period or termination of the Contract, Prolectric shall be entitled to repossess the Goods from Lessee’s premises or such other location where the Goods may be kept or stored and invoice Lessee for the cost of pick up. Lessee hereby irrevocably authorizes Prolectric to enter upon its premises and shall ensure that Prolectric has the right to access any other location where the Goods are kept or stored for this purpose.
7. Where Lessee is to return the Goods, if Lessee fails to return the Goods to Prolectric properly and safely loaded, Prolectric shall have the right to refuse delivery of the Goods until the Goods are properly and safely loaded, in which event, notwithstanding expiration of a Lease Period or termination of the Contract, the Lease Charges shall continue to accrue until such time as the Goods are returned to Prolectric properly and safely loaded or the Goods are picked up by Prolectric.
8. Irrespective of the number of Minimum Days, the Lease Charges shall continue to accrue until the Goods are returned to Prolectric’s possession.

1. Except as expressly otherwise provided, Lessee shall be fully responsible for the Goods until such time as the Goods are picked up by, or returned to, Prolectric, as applicable, and assumes liability for and shall fully indemnify Prolectric in respect of:
   1. 13.1.1 any loss or damage to the Goods and all claims made by any person and all liabilities, losses, damages, costs, and other expenses incurred or suffered by Prolectric as a result of Lessee’s use, possession, or sublease of the Goods; and
   2. 13.1.2 any costs and expenses incurred by Prolectric either during the term or following termination of the Contract in making good (by repairing or replacing the Goods) any damage caused to the Goods while in the possession and/or control of Lessee or replacing any missing Goods. Pursuant to the Contract, Prolectric shall not be liable for any of the foregoing.
2. Lessee assumes liability for and shall indemnify Prolectric for any expenses, including, without limitation, attorneys’ fees and court costs, incurred in enforcing any rights under the Contract.
3. If Lessee terminates the Contract in accordance with Section 12.1.1, Lessee assumes liability for and shall indemnify Prolectric for all additional charges and all expenses incurred, including, but not limited to, any loss of income and additional charges and expenses incurred, where Lessee’s 24 hours’ written notice to terminate is not received by Prolectric on a Monday through Thursday that is a business day, or, if delivered on a Friday, is not received before 11:00 a.m. Eastern time.
4. Lessee assumes liability for and shall defend, indemnify, hold harmless and keep Prolectric indemnified in full against all and any direct, indirect, or consequential liabilities (all three of which terms include without limitation loss of profit, loss of business, depletion of goodwill, and like loss), losses, claims, damages, costs, and expenses (including all legal and other professional expenses) awarded against or incurred or paid by Prolectric as a result of or in connection with any breach of the Contract by Lessee or death or personal injury to Prolectric’s employees or agents while such employees or agents are on any premises of Lessee in connection with the Contract. Without limiting the foregoing, Lessee assumes liability for and shall defend, indemnify and hold harmless Prolectric against all claims by any third parties for any claims, loss, damage, or expense resulting from the breach by Lessee of any of its obligations under these Conditions, including without limitation, any modification, misuse, lack of notification of defects found in the Goods, or unapproved alteration of, or use of non-approved components with, the Goods. Pursuant to the Contract, Prolectric shall not be liable for any of the foregoing.

1. Lessee shall during the Lease Period:
   1. maintain in force insurance coverage in the amount of $5.0 million per occurrence in respect of its potential liability to Prolectric under the Contract, cause Prolectric to be listed as an additional insured on such policies of insurance, and provide certificates of insurance, in form and substance satisfactory to Prolectric, evidencing the foregoing. Lessee shall at the request of Prolectric produce the relevant insurance policies and receipts for the last premiums due for inspection by Prolectric;
   2. without limiting Section 14.1.1, keep the Goods insured to their full replacement value under a fully comprehensive insurance policy which notes Prolectric’s interest as an additional insured; and
   3. notify Prolectric promptly of any loss or damage to the Goods and hold any insurance monies received by Lessee in trust for Prolectric.
2. Lessee irrevocably authorizes Prolectric to negotiate with its insurers to settle any insurance claim and to receive any insurance monies which Prolectric shall apply in making good any damage to the Goods, in replacing the Goods with Goods of a similar type, and in compensating Prolectric for any loss or damage incurred or suffered by Prolectric. Lessee agrees to pay Prolectric any shortfall on demand.
3. To the extent Lessee fails to maintain insurance or Lessee’s insurance does not pay for damage to the Goods or Lessee is liable and/or liable to indemnify, and Prolectric’s insurance carrier is required to pay for such damage or cover such liability, Prolectric’s insurance carrier shall have a right of subrogation against Lessee.

1. Any notice to be delivered or sent in connection with these Conditions or the Contract may be delivered to Prolectric or Lessee, as the case may be, as follows:
   1. personal service;
   2. first class U.S. mail, postage pre-paid; or
   3. electronic mail to the recipient’s email listed on the Rental Agreement and/or Order Confirmation.
2. A notice shall be in writing addressed to the addressee at its registered office or principal place of business or as listed on the Rental Agreement and/or Order Confirmation or such other address as may have been notified in writing to the party giving the notice.
3. A notice delivered by first class U.S. mail shall be treated as received at 10:00 a.m., recipient’s time, on the third business day after it is mailed.

1. Lessee represents and warrants to Prolectric that Lessee is authorized to enter into the Contract and that Lessee’s execution, delivery, and performance of its obligations under the Contract do not conflict with any other agreement to which Lessee is subject or otherwise bound.
2. Lessee further represents and warrants to Prolectric that Lessee is entering into the Contract for commercial purposes and not for personal, family, household, educational, or other consumer purposes.

1. Lessee shall comply with all relevant laws, including any applicable anticorruption laws, in connection with the Contract and Prolectric’s business and shall immediately notify Prolectric if it discovers or suspects that any of its officers, directors, employees, or representatives are acting or have acted in a way which violates such laws.
2. Lessee acknowledges that Prolectric has a code of responsible business: The Hill & Smith PLC Code of Business Conduct (“HS Code of Conduct”). The HS Code of Conduct, together with Prolectric’s Anti Bribery and Corruption Policy (“HS ABC Policy”), are available at https://hsgroup.com/who-we-are/governance/our-policies/, and Lessee shall, at all times, conduct, and cause its officers, directors, employees, and/or representatives to conduct, business ethically and in accordance with the relevant provisions of the HS Code of Conduct and the HS ABC Policy, as each may be updated from time to time. This section shall apply whether or not Lessee is acting pursuant to the Contract or its relationship with Prolectric.
3. Lessee agrees that it must be able to demonstrate its compliance with the requirements referred to in this Section 17 at the request of and to the satisfaction of Prolectric, which includes, but is not limited to, Prolectric requiring Lessee to sign an annual certificate certifying compliance. If Lessee fails to comply with this Section 17, then Prolectric shall be entitled, in its sole discretion, to terminate the Contract and any other agreement between Lessee and Prolectric without penalty to Prolectric, but with obligations for Lessee to remedy any damages suffered by Prolectric as a result of such termination or as a result of the breach of contract.

1. Prolectric warrants that the applicable Services will be performed in a good and workmanlike manner. Lessee must notify Prolectric of any alleged failure of the foregoing as soon as possible but in no event later than ten (10) days after the date on which such alleged failure first occurs, and the parties shall promptly discuss the same and determine the nature of such alleged failure. Prolectric’s entire liability, and Lessee’s sole remedy, for Prolectric’s undisputed failure to so perform shall be for Prolectric to, at its option, either use reasonable efforts to correct such failure for no additional fees or refund that portion of any Services fees received that correspond to such undisputed failure to perform.
2. Lessee agrees to provide a suitable working environment for Prolectric’s personnel when they are required to work at the Lessee site. Implementation of any of the recommendations made by Prolectric will be at Lessee’s discretion. Lessee acknowledges and agrees that Prolectric’s abilities to perform Services fully, in a timely manner, and for the agreed-to fee amounts (if any) are contingent upon Lessee performing its obligations; Lessee making available all resources, facilities, and equipment required of it or otherwise reasonably requested by Prolectric; Lessee making available the reasonable assistance and cooperation of Lessee’s personnel and responding in a timely manner to inquiries from Prolectric personnel relative to the Services to be performed; and Lessee providing complete and accurate information. Lessee acknowledges that a failure to provide any of the foregoing may be grounds for a change order and/or result in delays in completing Services, and any dates or time periods relevant to the performance of any Services by shall be extended to account for the same.

Lessee and Prolectric may have entered into, or may enter into, a separate data subscription services agreement or the like (and one or more associated orders), in which case the terms and conditions therein pertaining to information (similar to Collected Information described below) shall apply; however, if no such agreement or the like has been entered, then the following terms and conditions shall apply:

“Collected Information” means facts, conditions, images, videos, audio, and other information acquired or collected by or through sensors, cameras, or other devices about: Lessee’s use or operation of operations tools, products, or other equipment (including those Goods obtained in connection with these Conditions); occurrences, statuses, locations, environments, or events; and/or other information acquired or collected during the acquisition or collection of the foregoing.

If and to the extent Lessee owns or has rights or licenses to any portion of Collected Information, Lessee hereby grants to Prolectric and its affiliates, and their respective successors and assigns, a royalty-free, irrevocable, worldwide, perpetual, and sublicensable right and license to use, reproduce, distribute, modify, aggregate, and prepare derivative works of the same, to perform and display the same, to combine with other information and data, to prepare compilations with and from the same, and to prepare in data formats, for any purpose whatsoever (as determined by Prolectric and/or its affiliates) and with full rights to authorize others to do the same.

The foregoing grant includes all intellectual property rights embodied in or represented by such Collected Information.

Such grant continues after expiration of the term or termination of the Contract.

For clarification, Prolectric and its affiliates may distribute, sublicense, commercialize, and exploit any such information, data, compilations, and/or resulting works with, through, and/or to Prolectric’s or its affiliate’s customers, licensees, and other third parties, and generate revenue from the same; provided, to the extent Prolectric or any of its affiliates does so, Prolectric or its applicable affiliate shall do so in de-identified, anonymized, or aggregated forms or manners, so as not to identify directly Lessee as a source thereof. Such de-identification, anonymization, and aggregation may not, however, remove location-related information or data.

For clarification, Prolectric and its affiliates are not responsible or liable for: (i) evaluating or acting upon the substance or content (or lack thereof) of any Collected Information; or (ii) checking, recording, or monitoring the Goods or any other tools, products, or other equipment in use or operation by or for Lessee.

Lessee acknowledges and agrees that Prolectric and its affiliates have no duty, obligation, or other commitment (to, or on behalf of, Lessee or its affiliates, its or their customers, any other customers, or any other persons or entities) to warn, alert, advise, notify, or otherwise inform any of them regarding: (i) the operability, then-current condition of or risk associated with, damage to, accident associated with, or other statuses of the Goods or any other tools, products, or other equipment in use or operation by or for Lessee; or (ii) occurrences, statuses, locations, environments, or events that may be or may result in or cause hazards, accidents, injuries, or other harm.

1. Prolectric may assign its rights and obligations under the Contract. Lessee may not assign its rights and obligations under the Contract without Prolectric’s prior written consent, which may be withheld for any reason.
2. No delay or failure by Prolectric in enforcing any provision of the Contract shall constitute a waiver of that provision or any other provision. No waiver by Prolectric shall be considered as a waiver of any subsequent breach of the same or any other provision. No waiver by Prolectric shall be effective unless in writing, signed by a duly authorized officer of Prolectric.
3. If any provision of these Conditions is held to be invalid or unenforceable in whole or in part by any competent authority, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
4. These Conditions and, to the extent not inconsistent with these Conditions, any Prolectric Rental Agreement and/or Order Confirmation (and, if applicable, one or more Services Statements), constitute the entire agreement between Prolectric and Lessee concerning the lease and installation of the Goods and replace and supersede any prior arrangement, understanding, warranty, or representation, written or oral. No contrary terms or conditions provided by Lessee shall be of any effect.
5. Prolectric’s rights are cumulative and in addition to any rights available to it under applicable law and equity.
6. The Contract shall be governed by the laws of the State of Ohio, and Prolectric and Lessee parties submit to the exclusive jurisdiction of the state and federal courts sitting in Columbus, Ohio and waive any objection to such courts based on inconvenient forum.
7. Headings shall not affect the interpretation of these Conditions.
8. All rights and obligations that become absolute before expiration of the term or termination of the Contract or that are of a continuing nature shall survive such expiration or termination.