Common use of Leased Hardware Clause in Contracts

Leased Hardware. 4.3.1. If you lease any Hardware through us you shall pay the additional Fees set forth on the applicable Purchase Order in connection with such lease. 4.3.2. If you lease any Hardware through us, you acknowledge and agree that the Hardware is being leased to you, at the prices set forth on the applicable Purchase Order, for use solely in connection with the Services pursuant to this Agreement. You shall not (and shall not permit any third party) to use any leased Hardware for any purpose other than to access and use the licensed Software and related Subscription Services. You shall use any leased Hardware solely for their authorized and intended purpose in a commercially reasonable manner in conformity with their instructions and manuals and all applicable laws. In addition, you shall not use any leased Hardware in any manner that could reasonably be expected to adversely affect or impair the applicability of Shift5's and/or suppliers' warranties or render them unfit for their originally intended use nor permit any person other than authorized and competent personnel to operate it. 4.3.3. Title to any leased Hardware shall, at all times, remain in Shift5. You shall have no right, title, or interest in or to any leased Hardware except the right to possession and use thereof during the Software License Term and pursuant to terms and the conditions in this Agreement. Any leased Hardware shall remain Shift5 personal property, notwithstanding the manner in which it may be affixed to any Customer’s real property. You shall, at all times, protect and defend, at your own cost and expense, the title and interest of Shift5 from and against all claims, liens, and legal processes of any trustee in bankruptcy, receiver, creditor, or other successor of ▇▇▇▇▇▇▇▇ and keep any leased Hardware free and clear from all such claims, liens, processes, and any other encumbrance. You shall not sublease, transfer, or dispose of any leased Hardware or grant or permit any lien on them. You agree that you will not mortgage or otherwise encumber any leased Hardware. 4.3.4. We shall have the right to mark any leased Hardware in a distinct and conspicuous manner with the name of Shift5 followed by the words "Property of Shift5, Inc" or other appropriate words designated by us. You shall not alter, deface, or remove any of our ownership identification plates or markings and, upon our request, you shall affix or re-affix such identification. 4.3.5. Any leased Hardware shall be located at your place of business or installed on a system owned or controlled by you, and you shall not remove, or permit (by act or omission) the leased Hardware to be removed without our prior written consent. ▇.▇.▇. ▇▇▇ shall immediately notify Shift5 of any problems with any leased Hardware ,and shall use commercially reasonable efforts to work with Shift5 to pursue any warranty claims that Shift5 may have in relation to them in accordance with Section 9.4. As between the Parties, Shift5 shall be responsible for all repair and maintenance of any Leased Hardware during the Hardware Warranty Period; provided, however, that you shall be solely responsible for the costs of any repairs and maintenance necessitated by your negligence or misuse of such leased Hardware. 4.3.7. Upon the termination of this Agreement, or at any other time upon demand by us, you, at your sole expense, shall, as directed in writing by Shift5, either (i) return any leased Hardware to us by delivering it in a manner consistent with the Shift5's recommendations and practices, to such place or on board such carrier (packed properly and in accordance with the Shift5's instructions) as we shall specify in writing; or (ii) fully cooperate with us in the disposition of any leased Hardware. You shall ensure that any leased Hardware will be returned to us free and clear of all claims, liens, processes, and any other encumbrances and in the same condition as when delivered to you, reasonable wear and tear excepted. At any time, upon any total or partial loss of or damage to any leased Hardware during the Software License Term, you shall be responsible for the value to replace or repair of any

Leased Hardware. 4.3.1. If you lease any Hardware through us you shall pay the additional Fees set forth on the applicable Purchase Order in connection with such lease.the 4.3.2. If you lease any Hardware through us, you acknowledge and agree that the Hardware is being leased to you, at the prices set forth on the applicable Purchase Order, for use solely in connection with the Services pursuant to this Agreement. You shall not (and shall not permit any third party) to use any leased Hardware for any purpose other than to access and use the licensed Software and related Subscription Services. You shall use any leased Hardware solely for their authorized and intended purpose in a commercially reasonable manner in conformity with their instructions and manuals and all applicable laws. In addition, you shall not use any leased Hardware in any manner that could reasonably be expected to adversely affect or impair the applicability of Shift5's and/or suppliers' warranties or render them unfit for their originally intended use nor permit any person other than authorized and competent personnel to operate it. 4.3.3. Title to any leased Hardware shall, at all times, remain in Shift5. You shall have no right, title, or interest in or to any leased Hardware except the right to possession and use thereof during the Software License Term and pursuant to terms and the conditions in this Agreement. Any leased Hardware shall remain Shift5 personal property, notwithstanding the manner in which it may be affixed to any Customer’s real property. You shall, at all times, protect and defend, at your own cost and expense, the title and interest of Shift5 from and against all claims, liens, and legal processes of any trustee in bankruptcy, receiver, creditor, or other successor of ▇▇▇▇▇▇▇▇ and keep any leased Hardware free and clear from all such claims, liens, processes, and any other encumbrance. You shall not sublease, transfer, or dispose of any leased Hardware or grant or permit any lien on them. You agree that you will not mortgage or otherwise encumber any leased Hardware. 4.3.4. We shall have the right to mark any leased Hardware in a distinct and conspicuous manner with the name of Shift5 followed by the words "Property of Shift5, Inc" or other appropriate words designated by us. You shall not alter, deface, or remove any of our ownership identification plates or markings and, upon our request, you shall affix or re-affix such identification. 4.3.5. Any leased Hardware shall be located at your place of business or installed on a system owned or controlled by you, and you shall not remove, or permit (by act or omission) the leased Hardware to be removed without our prior written consent. ▇.▇.▇. ▇▇▇ shall immediately notify Shift5 of any problems with any leased Hardware ,and shall use commercially reasonable efforts to work with Shift5 to pursue any warranty claims that Shift5 may have in relation to them in accordance with Section 9.4. As between the Parties, Shift5 shall be responsible for all repair and maintenance of any Leased Hardware during the Hardware Warranty Period; provided, however, that you shall be solely responsible for the costs of any repairs and maintenance necessitated by your negligence or misuse of such leased Hardware. 4.3.7. Upon the termination of this Agreement, or at any other time upon demand by us, you, at your sole expense, shall, as directed in writing by Shift5, either (i) return any leased Hardware to us by delivering it in a manner consistent with the Shift5's recommendations and practices, to such place or on board such carrier (packed properly and in accordance with the Shift5's instructions) as we shall specify in writing; or (ii) fully cooperate with us in the disposition of any leased Hardware. You shall ensure that any leased Hardware will be returned to us free and clear of all claims, liens, processes, and any other encumbrances and in the same condition as when delivered to you, reasonable wear and tear excepted. At any time, upon any total or partial loss of or damage to any leased Hardware during the Software License Term, you shall be responsible for the value to replace or repair of anyany leased Hardware.