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iN8 Technologies

CLOUDX EQUIPMENT LEASE
WITH PURCHASE OPTION (LTO)

 

 

This Equipment Lease – Purchase Option (the “Agreement”) is effective {signed_date},

BETWEEN: IN8 TECHNOLOGIES LLC (the "Lessor"), a company organized and existing under the laws of the State of UTAH.

AND: {first_name} {last_name} (the "Lessee"), an individual or company organized and existing under the laws of see below, located at: see below

                                    {full_address}

WITNESSETH:

WHEREAS the Lessor wishes to enter into an operating lease with the Lessee for the equipment hereinafter described;

WHEREAS the Lessee wishes to lease such equipment from the Lessor on the basis of the operating lease terms and conditions hereinafter set forth;

NOW THEREFORE, the parties hereby agree as follows:

 

  1. LEASE AGREEMENT

1.1       Lessor hereby leases to Lessee, and Lessee hereby rents from Lessor all the machinery, equipment and other personal and movable property (hereinafter collectively called the “Equipment” and individually an “item” of Equipment) described in Schedule “A” hereto or in such replacement equipment lease schedules which may from time to time hereafter be executed by Lessor and Lessee and attached hereto or incorporated herein by reference, upon the terms and conditions set forth in this Lease, as supplemented by the terms and conditions set forth in the appropriate schedule identifying such items of Equipment.

1.2       All of the terms and conditions of this Lease shall govern the rights and obligations of Lessor and Lessee except as specifically modified in writing. Whenever reference is made herein to “this Lease”, it shall be deemed to include each of the various schedules identifying all items of Equipment and any additional terms applying to any item of Equipment, all of which constitute one undivided lease of the Equipment on the terms and conditions incorporated herein by reference.

  1. TERM

2.1       The obligations under this Lease in respect of the Equipment shall commence as of and from [DATE], and shall continue until[DATE] inclusively (provided Lessee is not in default hereunder at such time) and unless terminated prior thereto pursuant to the provisions hereof and unless modified by any schedule.

 

 

  1. RENTAL PAYMENTS

3.1       Lessee shall pay to Lessor as rent for the Equipment installment payments during the term of this Lease in the amounts set forth in Schedule A of this Agreement.

3.2       The Lessor shall receive from the Lessee, upon or prior to the execution hereof, a non-refundable down payment  of Five Thousand Dollars ($5,000).

3.3       The first installment payment shall be due and payable within 28 days of this agreement, and the subsequent installment rental payments shall be due every 28 days.

  1. TERMS AND CONDITIONS OF LEASE

4.1       The terms and conditions of this Lease annexed hereto as Schedule “B” are incorporated herein by reference as if fully set forth herein and shall be deemed to form an integral part of this Lease.

  1. GENERAL TERMS

5.1       This Lease shall be interpreted and construed in accordance with the laws of the State of Utah  and treated in all respects as an Utah contract.

5.2       All amounts expressed herein and in the various Schedules hereto are in legal tender of US Dollar (USD $), unless expressly provided otherwise.

5.3       This Lease shall ensure to the benefit of and be binding upon Lessor and Lessee and their respective successors and permitted assigns.

5.4       This Lease and the rights and obligations hereunder may not be assigned by Lessee without the prior express written consent of Lessor.

5.5       Lessee acknowledges that all additional security now or hereafter held by Lessor as security for any debts or obligations of Lessee to Lessor shall secure the obligations of Lessee to Lessor under this Lease.

5.6       Lessee hereby acknowledges receipt of an executed copy of this Lease.

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.

LESSEE

 

Name: {first_name} {last_name}

Signature: {first_name} {last_name}

Date: {signed_date}

LESSOR

 

Name: Joseph Martinez

Signature: Joseph Martinez

Date: {signed_date}

SCHEDULE A

EQUIPMENT DESCRIPTION & PAYMENT SCHEDULE

 

 

            EQUIPMENT DESCRIPTION:

CloudX Basic Compute Node:

CONVERGED AMD RYZEN 7950 8N-1S-16C-17TB*

*OR SIMILAR

 

CPU: AMD RYZEN TM 9 7950X 16-CORE 4.5 GHZ 64MB CACHE

RAM: 4X 32GB DDR5 4800 MHZ ECC UDIMM*

*OR SIMILAR

PAYMENT SCHEDULE:

Financed Price: $16,800 Payment
Installment 1: Down Payment $5,000
Installment 2 $750
Installment 3 $750
Installment 4 $750
Installment 5 $750
Installment 6 $750
Installment 7 $750
Installment 8 $750
Installment 9 $750
Installment 10 $750
Installment 11 $750
Installment 12 $750
Installment 13 Final Payment $5,000
Total Obligation $18,250

Installment payments are due every 28 days*

SCHEDULE B

TERMS AND CONDITIONS OF LEASE

  1. Warranty Limits and Disclaimer
    The terms and conditions set out in the Purchase and Security Agreement between IN8 Technologies LLC and Lessee dated [effective date] regarding warranty limits and disclaimers with respect to the items of Equipment respectively dealt with therein are incorporated herein by reference as if herein set forth at length. Without limiting the generality of the foregoing, LESSOR HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS (INCLUDING BUT NOT LIMITED TO WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND ANY AGREEMENTS, REPRESENTATIONS, AFFIRMATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN, MADE BY ANY AGENT, EMPLOYEE OR REPRESENTATIVE OF LESSOR, UNLESS SPECIFICALLY SET FORTH IN THIS PARAGRAPH OR SPECIFICALLY INCORPORATED HEREIN BY REFERENCE.

LESSOR’S LIABILITY FOR ANY DEFECT IN MATERIAL OR WORKMANSHIP OF THE EQUIPMENT IS LIMITED TO THE WARRANTY SET FORTH IN THIS PARAGRAPH AND LESSOR SHALL NOT BE LIABLE FOR BREACH OF CONTRACT ARISING FROM ANY DEFECT IN MATERIAL OR WORKMANSHIP OF THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE FOR LOSSES BASED UPON DOWNTIME, OVERHEAD, LOST LABOR, DAMAGES TO MACHINERY, SPOILAGE, LOST PRODUCTION OR PROFITS OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS TRANSACTION. LESSOR SHALL NOT BE LIABLE FOR ANY OTHER FAILURES OR DEFECTS. Except as expressly provided above, Lessee agrees that Lessor has not given any express or implied representation or warranty as to the design, merchantability, suitability, durability or condition of the Equipment and the doctrine of fundamental breach shall have no application to this Lease.

  1. Equipment Owned by Lessor
    This Lease is one of leasing only and Lessee shall not have or acquire any right, title or interest in or to the Equipment, which shall remain with Lessor, except the right of Lessee and its competent employees to use or operate the Equipment as provided herein. Lessee hereby expressly waives any rights, benefits or protection given to it by the laws, present or future, of any jurisdiction, in favor of conditional sales lessees or bailees.
  1. Loss or Damage to Equipment
    Lessee assumes the entire risk of loss of or damage to the Equipment from any cause whatsoever. No loss or damage to the Equipment or any part thereof shall affect or impair the obligations of Lessee hereunder which shall continue in full force and effect.
  1. Compliance by Lessee With All laws, Ordinances, Etc.
    Lessee shall comply with and conform to all laws, ordinances and regulations, present or future, in any way relating to the ownership, possession, use or maintenance of the Equipment throughout the term of this Lease and to the full and complete exoneration from liability of Lessor. Lessor shall not be liable for any special or consequential damages as a result of any act or omission of Lessor under this Lease.
  1. Equipment to be Kept Free of Levies, Privileges, Liens, Charges, Etc.
    Lessee shall keep the Equipment free of levies, privileges, liens and encumbrances and shall pay all license fees, registration fees, assessments, charges and taxes (municipal, state/provincial and federal) which may be levied or assessed, directly or indirectly, against or on account of the Equipment or any interest thereon or use thereof. This Lease is a net lease and every cost or expense existing or arising with respect to the Equipment or Lessee’s lease, possession or use thereof and all Taxes shall be borne by the Lessee. If Lessee shall fail to pay such license fees, registration fees, assessments, charges or Taxes, Lessor may pay the same, in which event the cost thereof shall be forthwith due and payable by Lessee.
  1. Indemnification of Lessor by Lessee
    Lessee hereby indemnifies Lessor against and holds Lessor harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including legal fees, arising out of or connected with or resulting from the Equipment, including, without limitation, the manufacture, selection, delivery, installation, possession, use, operation or return of the Equipment or otherwise on account of any personal injury or death or damage to property occasioned by the Equipment or the negligence of the employees; servants or agents of Lessee or Lessor, or on account of any infringement or alleged infringement of any patent of any third party, resulting from or relating to the Lessee’s operation of the Equipment or the product of such operation.
  1. Remedies on Default
    Upon the happening of any event of default hereunder, Lessor shall be entitled at any time thereafter to do any one or more of the following without prejudice to any other right it may have against Lessee:

(a)        make such payments or take such steps as may be necessary to remedy the default and, upon demand, recover such payments and Lessor’s costs incurred from Lessee together with any other sums then due and payable under this Lease;

(b)        terminate this Lease and take possession of the Equipment without demand or notice wherever it may be located and sell, lease or otherwise dispose of the Equipment upon such terms and conditions as Lessor may deem fit;

(c)        recover, as damages for the loss of the bargain and not as a penalty and in lieu of any further claim for periodic rent accruing from and after the date of such termination, a sum, with respect to the Equipment, which represents the excess of the present worth, at the date of such termination, of all rents for the Equipment which would otherwise have accrued hereunder from the date of such termination to the end of the term of this Lease over the then present worth of the then fair market value of the Equipment for such period computed by discounting from the end of such term to the date of such termination rentals which the Lessor reasonably estimates to be obtainable for the use of the Equipment during such period, such present worth to be computed in each case on a basis of a [15%] per annum discount, compounded from the respective dates on which the rents would have been payable hereunder had this Lease not been terminated;

(d)        recover any damages and expenses which the Lessor shall have sustained by reason of the Lessee’s breach of this lease, including but not limited to reasonable sum fees of legal counsel and such expenses as shall be expended or incurred in the seizure, dismantling, rigging, transportation, storage, reassembly, refurbishing, rental or sale of the Equipment;

(e)        upon notice to Lessee, or the agent of Lessee and without terminating the Lease and with or without taking possession of the Equipment, lease the Equipment to any other party for such rental payments and for such period as Lessor may deem fit and receive such rental payments and apply them against any monies payable or to become payable by Lessee under this Lease;

(f)         exercise any other right it may have by law or equity against Lessee.

  1. Events of Default
    Any of the following shall each constitute an event of default:

(a)        the failure of Lessee to pay any installment of the rental payment or any other sum due under the terms of this Lease;

(b)        the breach of any covenant or condition contained in this Lease;

(c)        the termination, liquidation, sale or cessation of the Lessee’s business;

(d)        the subjection of the Equipment to any lien, levy, privilege, hypothec or other secured right or any seizure or attachment;

(e)        any assignment by Lessee for the benefit of its creditors;

(f)         the admission of Lessee in writing of its inability to pay its debts generally as they become due;

(g)        the appointment of a receiver, trustee or similar official for Lessee or for any of its property;

  • the filing by or against Lessee of a petition in bankruptcy or petition for the reorganization or liquidation of Lessee under any federal or provincial jurisdiction.
  • any other act of bankruptcy by Lessee.
  1. Assignment by Lessor
    Should Lessor assign the sums due and to become due hereunder to any bank, insurance company or any other person, firm or corporation (of which assignment Lessee hereby waives any notice requirement), Lessee shall recognize such assignment and should Lessor default in the performance of any of the terms and conditions of this Lease, Lessee may not, as to such assignee, terminate this Lease or subject Lessee’s obligations to pay money under this Lease to any diminution or right of set-off or compensation. Nothing herein contained shall release Lessor from its obligation to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease should the same be sold or assigned.
  1. Repossession of Equipment: Default of Payment: Repossession Clause

Upon the termination of this Lease for lack of payment, Lessee shall forfeit all rights to any equipment. If installment payment is not made within 28 days of payment plan detail in [Schedule A] Lesses will lose all right to equipment and all previous payments will be forfeited. Nothing in this clause shall have the effect of extending or renewing the term of this Lease.

  1. Waiver by Lessor
    No covenant or condition of this Lease shall be waived except by the written consent of Lessor, and forbearance and indulgence by Lessor in any regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by Lessee to which the same may apply, and, until complete performance by Lessee of said covenant or condition, Lessor shall be entitled to invoke any remedy available to Lessor under this Lease or by law despite said forbearance or indulgence.
  1. Late Fees Charges
    Should Lessee fail to pay when due any rental payment or any sum required to be paid to Lessor, Lessee shall pay a late fee on such delinquent payment: Late fees set forth below:
Description Time Amount in USD
Grace Period 1-7 days $0
Tier 1 Late Fee 8 -14 days $100
Tier 2 Late Fee 15-27 days $250

Reposession

> 28 days

See Repossession Clause
  1. Time of Essence
    Time is of the essence of this Lease in each and all of its provisions.
  1. Interpretation
    It is hereby agreed by and between the parties hereto that wherever the context of this Lease so requires, the singular number shall include the plural and vice versa and that words importing the masculine gender shall include the feminine and neuter genders and that in case more than one lessee is named as “Lessee”, the liability of such lessees hereunder shall be joint and several.
  1. Non-Cancellable Lease
    After delivery of the Equipment, this Lease cannot be canceled or terminated except as expressly provided herein and will remain in force for the full term indicated herein. A cancellation fee in the amount of Two Thousand Five Hundred Dollars ($2,500) shall be immediately due and payable by the Lessee to the Lessor in the event that the Lessee cancels the lease commitment and returns the Equipment, at the Lessee’s expense, to the Lessor at any time after delivery of the Equipment to the Lessor within 30 days of effective date
  1. Conflict With Applicable Law
    Any provision of this Lease prohibited by the applicable Law of any province or territory, where Leasee resides shall as to such province or territory be ineffective to the extent of the prohibition without invalidating the remaining provisions of this Lease.
  1. 17. Lessee’s Obligations Unconditional
    Lessee shall pay or perform its obligations under this Lease unconditionally and without regard to any set-off, counterclaim or equities between Lessee and Lessor.
  1. Remedies Cumulative
    All rights and remedies herein provided are cumulative and not exclusive to any other rights or remedies otherwise provided by law. Any single or partial exercise of any right or remedy shall not preclude the further exercise of any other right or remedy.
  1. Entire Agreement
    This Lease constitutes the entire agreement between the parties with respect to the Equipment and its rental to and use by the Lessee and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, between the parties, save and except the Purchase and Managed Services Agreement entered into between the parties. There are no other terms, conditions, obligations, representations or warranties on the part of either party, whether oral, written, express, implied, statutory or otherwise, governing or affecting the transactions contemplated in this Lease or which may give rights to the Lessee or restrict the rights and remedies of the Lessor.

PURCHASE OPTION

  1. This Purchase Option is hereby incorporated by reference and relates to the lease (the “Lease”) between the parties hereto as identified below.
  1. Lessee has the following options (respectively, the “Early Option” and the “Option”) to purchase all, but not less than all, of the Equipment described in the Lease Agreement, on an as-is where-is basis:

2.1       in the case of the Early Option, at any time after the due date of the fourth (4th) installment payment and prior to the due date of the tenth (10th) installment payment (the “Early Option Period”) in respect of the Equipment, for a purchase price in the amount of $16,800 (pay off amount to be calculated upon request of “Early Option” and offer will be valid for 14 days.

  1. The Early Option be exercised only if Lessee is not in default under the Lease both at the time of exercise and throughout the Early Option Period (as the case may be).

4.  All terms used herein shall have the meanings set forth in the Lease and the other terms and conditions of the Lease shall apply hereto, mutatis mutandis.

5.  This purchase option shall ensure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. This purchase option is not assignable by Lessee without the prior written consent of Lessor.

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed on the date indicated above.

LESSEE

 

Name: {first_name} {last_name}

Signature: {first_name} {last_name}

Date: {signed_date}

LESSOR

 

Name: Joseph Martinez

Signature: Joseph Martinez

Date: {signed_date}