Hardware as a Service Addendum

Hardware as a Service Addendum

  1. HaaS Lease Agreement

This Hardware as a Service Lease Agreement ("Haas") is by and between PDQ and Client for the Lease or Lease to Own of certain computer hardware equipment located, managed, and supported exclusively in a PDQ facility.

  1. Term

The Term of the Haas agreement shall be determined upon execution of a valid Service Order Form ("SOF") and shall be for a length of 12, 24, or 36 months respectively. At the expiration of the initial Term, the agreement is subject to automatic renewal for an additional Term. Client shall be provided the option to take full and exclusive possession of the hardware or will be provided an option to continue use of the hardware on a monthly basis with no Buyout provision.

  1. Client Buyout

Upon execution of the Service Order Form, Client is provided the option to buy the hardware at the expiration of the Term when the Lease to Own option is specified on the Service Order Form. Client shall elect on the applicable Service Order Form to either to purchase the specified hardware at the end of the agreed Term or to continue use on a monthly basis. The Buyout price is one dollar ($1.00) for each specified piece of hardware. Each SOF including leased Hardware shall constitute a separate lease to own agreement and shall be binding, when executed by the Parties hereto, upon the Parties, their successors, legal representatives and permitted assigns. The terms and conditions contained herein and in such SOF or Order Forms shall govern the lease to purchase and use of the Hardware.

  1. Monthly Payment

Client is responsible for paying the monthly fee as specified in the Service Order. Client may incur a Setup fee equivalent to one monthly payment of the Hardware as a Service Agreement. Interest on past due balances will be 10% per month.

  1. NO PREPAYMENT PENALTY

If Client elects a Lease to Own arrangement, there is no applicable prepayment penalty. Lessee may purchase the applicable Hardware prior to the expiration of the term provided on the HOF at any time prior to expiration of the agreed Lease to Own Term by paying all monthly rental amounts in advance. Upon receipt of all funds owed, Lessor shall deliver all right, title, and interest in the applicable Hardware subject to sale.

  1. Installation and Use of Equipment

As selected by Client, PDQ will provide adequate facilities and electricity in one of its managed facilities. Client will maintain possession of equipment in a licensed space which may be removed from a PDQ facility only upon Buyout. All alterations, upgrades, and modifications to Equipment shall be performed by PDQ.

  1. Maintenance, Repairs and Best Effort Support

The monthly service payment includes all costs for hardware, software, operating systems, and all labor needed to maintain all hardware, software, operating systems on the Equipment Schedule(s) located in the Service Order Form. PDQ shall provide Best Effort Support Client is responsible for the following:

    1. All Equipment must be used by Client for the lawful purpose.
    2. No critical business data may be stored on computer hardware without sufficient backup by Client.
    3. PDQ shall determine when software updates are appropriate. If Client performs or allows anyone other than PDQ to perform any maintenance on any of the hardware, PDQ is not responsible for the consequences of such actions and Client may be charged for all labor related to correcting the repairs of such actions.
  1. Hardware Replacement

If Client experiences a problem with the operations of the computer hardware, Client shall open a ticket with PDQ Support at support@pdqdigitalmedia.com. The ticket shall provide details of the problem, and any necessary information required by support to correct the problem.

    1. PDQ will respond to request for service within four hours. PDQ will repair or replace the troubled hardware, as needed.
    2. Equipment service repair by a Client supplied third party or repair made necessary by improper use of the equipment will be repaired at the Client's expense.
    3. PDQ shall use its sole discretion to determine the necessity of a hardware upgrade, and the increase in monthly fees owed by Client, if applicable.
  1. System Backups

Client is responsible for carrying out routine backups for their content to a remote location. PDQ is not responsible and waives all liability for lost data due to system or hardware failure.

  1. Guaranteed Response Time

PDQ guarantees that any request for service will be acknowledged within four hours.

  1. Ownership and Inspection

The computer hardware shall at all times remain in the possession of Client, subject to Buyout. It is the intention and understanding of both PDQ and Client that the Equipment shall be and at all times remain separately identifiable personal property.

    1. Client shall keep the Equipment free and clear of all liens and encumbrances.
    2. PDQ or its agents shall have free access to the Equipment at all reasonable times for the purpose of inspection and for any other purpose contemplated in This Agreement.
    3. Client shall immediately notify PDQ of all details concerning any damage or loss arising out of the improper manufacture, functioning or operation of the Equipment.
  1. Security Interest

PDQ maintains a security interest in the computer hardware. In the event of a default by Client, PDQ retains the right to repossess all computer equipment provided to Client, irrespective of Order or Service Order(s). Client agrees to surrender all computer hardware and related devices to PDQ upon notice of default.

  1. Default

Client shall be in default if:

    1. Client fails to pay any installment of Monthly Payment.
    2. Client attempts to sell, trade, and/or exchange the Equipment with a third party.
    3. Client fails to observe any of the other obligations under this agreement.
    4. Client ceases doing business.

If the Client is in default of this agreement, Consultant may take a variety of actions, including but not limited to terminating the agreement, and recovering the equipment.

  1. TERMINATION

At the termination of the Lease, Lessee shall, at its expense, return the Hardware to Lessor (at the location designated by Lessor within the continental United States) in the same operating order, repair, condition and appearance as on the Installation Date, reasonable wear and tear only excepted with all engineering changes prescribed by the manufacturer prior thereto incorporated therein, and Lessee shall arrange and pay for such repairs (if any) as are necessary for the manufacturer to accept the Hardware under contract maintenance at its then standard rates.

At the termination of the Lease to Own, Lessee shall purchase for the amount contained herein all applicable equipment detailed in the relevant HOF. Upon Buyout, Lessee shall own all right, title and interest in the purchased hardware. Lessor shall expeditiously provide all documentation for conveyance of hardware to Lessee, and deliver hardware to Lessee at a place of Lessor's choosing.

Lessee shall comply with all governmental laws, regulations and requirements, and all insurance requirements, if any, with respect to the use, maintenance and operation of the Hardware.

  1. MISCELLANEOUS CHARGES

Except as otherwise specifically provided in this Agreement, it is understood and agreed that this is a closed end lease, and that, as between Lessor and Lessee, Lessor shall be responsible for all costs and expenses of every nature whatsoever arising out of or in connection with or related to this Agreement or the Hardware.

  1. WARRANTIES
    1. Lessor shall, at the request and expense of Lessee, enforce for the benefit of Lessee any rights which Lessor shall be entitled to enforce against the manufacturer in respect of the Hardware.
    2. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OR PERFORMANCE OF THE HARDWARE, ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WITH RESPECT TO PATENT INFRINGEMENT OR THE LIKE. LESSOR SHALL HAVE NO LIABILITY TO LESSEE FOR ANY CLAIM, LOSS, OR DAMAGE OF ANY KIND OR NATURE WHATSOEVER, NOR SHALL THERE BE ANY ABATEMENT OF RENTAL, ARISING OUT OF OR IN CONNECTION WITH (i) THE DEFICIENCY OR INADEQUACY OF THE HARDWARE FOR ANY PURPOSE, WHETHER OR NOT KNOWN OR DISCLOSED TO LESSOR, (ii) ANY DEFICIENCY OR DEFECT IN THE HARDWARE, (iii) THE USE OR PERFORMANCE OF THE HARDWARE, (iv) ANY INTERRUPTION OR LOSS OF SERVICE OR USE OF THE HARDWARE, OR (v) ANY LOSS OF BUSINESS OR OTHER CONSEQUENTIAL LOSS OR DAMAGE WHETHER OR NOT RESULTING FROM ANY OF THE FOREGOING. LESSEE WILL DEFEND, INDEMNIFY AND HOLD LESSOR HARMLESS AGAINST ANY AND ALL CLAIMS, DEMANDS AND LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THE DESIGN, MANUFACTURE, POSSESSION OR OPERATION OF THE HARDWARE.
  2. DEFINITIONS
    1. The "Installation Date" means the date on which the Hardware is installed at Lessee's site.
    2. The "Commencement Date" means, as to the Hardware designated on any HOF where the Installation Date for such Hardware falls on the first day of the month, that date, and in any other case, the first day of the month following the month in which such Installation Date falls.
    3. "Lease" means the contractual arrangement calling for the lessee to pay the lessor for use of certain hardware.
    4. "Lease to Own" means the contractual arrangement where lessee rents tangible computer hardware from lessor with the inclusion of the right, but not the obligation, to purchase the item leased at a predefined price and time.

 

Last Update: 04/17/2020 - 18:00pm