EQUIPMENT LEASE TERMS & CONDITIONS
Last Updated: June 2023
Millennium Systems International, LLC (“MSI,” “we,” or the “Company,”) are proud to provide certain equipment for lease to you (“you”). By clicking “I agree,” you are entering into a binding contract to comply with the Equipment Lease Terms & Conditions (referred to herein as the “Terms and Conditions,” “Terms of Service,” or these “Terms” and sometimes referred herein to as this “Agreement”) which governs your access to and use of the Leased Equipment from MSI.
MSI reserves the right to modify these Terms and Conditions at any time, at its sole discretion, and without notice. Therefore, you should check these Terms for changes from time to time. In the event MSI modifies these Terms to provide for an increase in Fees in connection with the Payment Services, MSI shall provide notice of at least one month before said change takes effect.
After any changes to these Terms, your access and use of the Leased Equipment means that you accept and agree to the changed Terms. If you do not agree with any one or more changes, you are not authorized to access or use the Services. If you do not agree to any one or more changes, do not access or use the Services.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, THEN YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE EQUIPMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT LEASE THE EQUIPMENT.
Definitions
“BUSINESS DAY” shall mean any day except any Saturday, any Sunday, or any day which is a legal holiday or any day on which banking institutions are authorized or required by law or other governmental action to close in the country where you do business.
“LEASED EQUIPMENT” or “EQUIPMENT” shall mean the electronic devices and other associated items being leased to you under this Agreement as described on the applicable Order Form.
“FEES” means the cost you will pay for leasing the Equipment as set forth in the applicable Order Form. “TOTAL FEES DUE” is the sum of all periodic Fees indicated on the applicable Order Form, or on any attached schedule or addendum hereto and shall constitute the aggregate fees required under this Agreement.
“ORDER FORM” is the document setting forth the products and services you requested from MSI to lease equipment.
“PAYMENTS SCHEDULE” ” is the timeframe at which you are obliged to pay the Fees, which is set forth in the applicable Order Form.
- Rental and Use. You agree to rent from Company the Leased Equipment as specified on the applicable Order Form, as the same may be modified, supplemented, and changed from time to time by the mutual written addendum. You agree to use such Equipment for business purposes only and not for personal, family or household purposes, that you are not a "consumer" with respect to this Agreement, and neither this Agreement nor any guarantee thereof shall be construed as a consumer transaction or as a “consumer lease.” On receipt by MSI of the Total Fees Due, you will own the Equipment.
- Meevo & MeevoPay. During the Initial Term, this Equipment Lease Terms & Conditions, and your use of the Equipment, is contingent upon your continued participation in MSI’s Software as a Service known as MeevoPay. If you terminate your agreement with MSI as to your use of MeevoPay prior to the end of the Initial Term, you automatically cancel this Agreement and you must pay MSI for the balance of the lease payments remaining to be made through the end of the Initial Term. This amount will be reflected on your final invoice from MSI.
- Additional Terms. The Terms & Conditions for Meevo and MeevoPay are material portions of this Agreement and the links thereto can be found as follows:
- Term & Payments. The sum of all periodic fees indicated on the applicable Order Form, or on any attached schedule or addendum hereto shall constitute the aggregate fees required under this Agreement (the “Total Fees Due”). The Agreement term shall commence as of the date that the Order Form for the Equipment is executed (the “Commencement Date”), and shall continue until the obligations of you under this Agreement shall have been fully performed. The Total Fees Due shall be payable monthly in advance as stated on the Order Form, the first such fee being due on the Commencement Date, or such later date as Company designates in writing, and shall be due on the same day of each successive month for twelve (12) months (the “Initial Term”). The period beyond the Initial Term may be referred to as the “Term”).
- Ownership & Assignment. Prior to your payment to Company of the Total Fees Due, you agree that the Equipment is the exclusive property of Company and that your use of the Equipment confers no ownership rights of any kind on you. Following your payment to the Company of the Total Fees Due, you may retain the Equipment. Company has the right to assign or transfer this Agreement or Company’s interest in the Equipment without notice to you. You agree that until you have paid the Company the Total Fees Due: (a) the Equipment shall be and at all times remain separately identifiable personal property of Company, and shall not become attached to or a part of or any fixture of any real estate where the Equipment is located, (b) you shall not create, incur, assume, or suffer to exist any mortgage, lien, pledge or other encumbrance or attachment of any kind whatsoever upon, affecting or with respect to the Equipment or this Agreement or any of Company’s interests there under. You will take such action as may be requested by Company to prevent any other person or entity from acquiring any right or interest in the Equipment. You agree that should this Agreement be terminated for any reason prior to the end of the Initial Term, you must pay MSI for the balance of the lease payments remaining to be made through the end of the Initial Term.
- Title, Quiet Enjoyment. Prior to your payment to Company of the Total Fees Due, Company shall retain title to the Equipment. You hereby authorizes Company to: (a) install software on the Equipment that will enable Company to track the location of the Equipment, and to disable to Equipment’s functionality, and (b) at your expense, to cause this Agreement or any statement or other instrument in respect to this Agreement showing the interest of Company in the Equipment Including Uniform Commercial Code Financing Statements, to be filed or recorded and/or amended, and grants Company the right to execute your name thereto. You agree to execute and deliver any statement or instrument requested by Company for such purpose and agrees to pay or reimburse Company for any filing, recording, stamp fees or taxes arising from the filing or recording of any such instrument or statement. You shall at its expense, protect and defend Company’s title against all persons claiming against or through you, and always keep the Equipment free from legal process or encumbrance whatsoever and, shall give Company immediate notice thereof and shall indemnify Company from any loss caused thereby. You agree to procure for Company, such estoppel certificates, landlord’s or mortgagees’ waiver or other similar documents as Company may reasonably request. Provided you are not in default under this Agreement, you shall quietly use and enjoy the Equipment subject to the terms of this Agreement.
- Care, Use & Location. You shall maintain the Equipment in good operating condition, repair, and appearance, and protect the same from deterioration other than normal wear and tear; shall use the Equipment in the regular course of its business, within its normal operating capacity, without abuse, and shall comply with all laws, ordinances, regulations, requirements, and rules with respect to the use, maintenance and operation of the Equipment. Prior to your payment to Company of the Total Fees Due, you shall not make any modification, alteration, or addition to the Equipment without the written consent of Company; shall not affix the Equipment to realty as to change its nature regardless of how attached or installed; shall keep the Equipment at your location and shall not remove the Equipment without the written consent of Company.
- Warranties & Limitation of Liability. MSI provides the Leased Equipment on an “AS IS” and “AS AVAILABLE” basis. The Leased Equipment set forth on the Order Form shall be enrolled in the MeevoPay POS Terminal Limited Warranty program located at: https://www.meevo.com/pos-warranty-agreement. Except as expressly set forth in the MeevoPay POS Terminal Limited Warranty, and to the maximum extent permitted by Law, MSI expressly disclaims all express and implied warranties, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade.
MSI shall not be liable for any indirect, punitive, special, incidental, or consequential damage in connection with or arising out of this Agreement (including loss of profits, use, data, or other economic advantages), however arising, whether for breach of this Agreement, including breach of warranty or in tort. You agree that MSI’s total liability for all expenses, losses, and damages arising from a breach of the terms of this Agreement, including but not limited to negligence, errors or omissions, breach of contract, or breach of warranties, shall not exceed the value of the funds that MSI received under this Agreement. - Personal Guarantee. As a primary inducement to MSI to enter into this Agreement and in consideration of the Processing Services being given for your benefit, you unconditionally and irrevocably guarantee the continuing full and faithful payment and performance of all duties, debts, liabilities and obligations you have to MSI, whether present or future, direct or indirect, absolute or contingent, matured or not matured, at any time owing or remaining unpaid by you to MSI, and wherever incurred, and all interest, fees, commissions and legal and other costs, charges, and expenses owing or remaining unpaid by you pursuant to the Agreement, as the same may be amended by MSI from time to time, with or without notice (collectively, the “Obligations”).
You also unconditionally agree that, if you do not pay any Obligations when due and those Obligations for any reason under the guarantee set forth above, that you will indemnify MSI immediately on demand against any cost, loss, damage, expense, or liability suffered by MSI as a result of your failure to do so. Your liability hereunder is unlimited. No act or thing, except the indefeasible and full payment and discharge in cash of all the Obligations, which but for this provision could act as a release or impairment of your liability, will in any way release, impair, or affect your liability. You hereby waive all defenses pertaining to the Obligations, any evidence thereof, and any security therefore, except the defense of discharge of the Obligations by full and indefeasible payment to the extent allowable by law. You also understand that MSI reserves the right to proceed directly against you without first exhausting their respective remedies against you.
You understand and agree that this personal guarantee may not be assigned to any third-party without MSI’s consent. - Loss or Destruction of Equipment. Upon taking possession of the Equipment, you shall bear the entire risk and be responsible for loss, theft, damage or destruction of the Equipment from any cause whatsoever. You shall notify Company immediately if the Equipment is lost, stolen, damaged or destroyed prior to your payment to Company of the Total Fees Due. Company may require proof of loss or theft, including but not limited to a copy of the police report of the theft or a third party provided incident report. If the Equipment is only partially damaged, Company may require that you have it repaired. If Company, in its sole discretion, determines the Equipment is not repairable, then the Equipment will be considered destroyed and you shall be subject to a fee, equal to retail price of the Equipment plus 15%.
- Event of Default. If any one of the following events (each an "Event of Default") shall occur, then to the extent permitted by applicable law, Company shall have the right to exercise any one or more of the remedies set forth herein: (a) you fail to pay any monthly fee or any other fee required by this Agreement when due; or (b) you fail to pay, when due, any indebtedness of you to Company arising independently of this Agreement, and such default shall continue for five (5) days: or (c) you fail to perform any of the terms, covenants, or conditions of this Agreement, other than as provided above, after ten (1O) days' written notice; or (d) you becomes insolvent or makes an assignment for the benefit of creditors: or (e) a receiver, trustee, conservator, or liquidator of you, of all or a substantial part of its assets, is appointed with or without the application or consent of you; or (f) a petition is filed by or against you under the Bankruptcy Code or any amendment thereto, or under any other insolvency law, or laws, providing for the relief of debtors.
- Remedies. Upon the occurrence of any Event of Default and at any time thereafter, Company may, with or without terminating this Agreement, in its sole discretion, do any one or more of the following: (a) remotely disable the Equipment; (b) upon notice to you, terminate this Agreement and all attachments and schedules executed pursuant thereto; (c) demand return of the Equipment of which Company continues to be the owner and may, but is not obligated to, dispose of the Equipment by sale or otherwise. Company may make all such determinations in its absolute discretion and for its own account; (e) require the immediate payment of all amounts then due plus any unpaid balance; (f) obtain and share information on your assets, employment, available credit lines for purposes of collecting monies owed to Company; (g) pursue any and all recourse and remedy available to it with respect to the Guaranty; and (h) exercise any other right or remedy which may be available to it under the New Jersey Uniform Commercial Code or any other applicable law.
- Choice of Law. The laws of the State of New Jersey (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and any other transactions contemplated herein, including, without limitation, interpretation, construction, performance, and enforcement. Each party hereby consents to the exclusive jurisdiction of the State or Federal Courts located in the State of New Jersey as the sole and proper venue for the resolution of any dispute arising out of or relating to this Agreement and each party waives any objection that it may now or later have with respect to governing law or jurisdiction.
You understand and consent that MSI may deliver any notices to you via the email address on file at MSI. MSI’s notice to you will be effective on the date sent if sent on a business day or the following business day if not sent on a business day. To be effective, all notices and other communications you provide to MSI must be in writing and will be deemed duly given to MSI four (4) days after mailed by registered or certified mail, return receipt requested, postage prepaid, to MSI at the following address:
Millennium Systems International, LLC
8 Campus Drive, Suite 205
Parsippany, NJ 07054
Attention: Customer Service Department