This Hardware-as-a-Service Agreement (“Agreement”) is entered into by and between Vecna Technologies dba b-inc. (“Provider”), and the customer identified in the applicable Application (“Customer”), as of the date Customer accepts this Agreement electronically or executes an Application incorporating this Agreement (the “Effective Date”).

1. DEFINITIONS

1.1 “Application” means the online application, order form, or enrollment document completed and submitted by Customer, which identifies the specific hardware equipment selected, pricing, term, and related details.

1.2 “Equipment” means any hardware, devices, accessories, or related physical assets selected by Customer in one or more Applications and provided by Provider under this Agreement.

1.3 “Services” means any maintenance, support, replacement, or related services provided by Provider in connection with the Equipment, as described in the Application or this Agreement.

2. SCOPE AND INCORPORATION

2.1 This Agreement governs all Equipment and Services provided by Provider to Customer.

2.2 Each Application submitted by Customer and accepted by Provider is incorporated into this Agreement by reference. In the event of a conflict, the Application controls with respect to Equipment, pricing, and term, and this Agreement controls in all other respects.

2.3 This Agreement applies to all current and future Equipment selected by Customer through any Application, unless otherwise expressly agreed in writing.

3. PROVISION OF EQUIPMENT

3.1 Provider agrees to supply the Equipment identified in each Application on a subscription basis.

3.2 Provider shall use commercially reasonable efforts to deliver the Equipment within a reasonable timeframe after acceptance of the Application.

3.3 Provider reserves the right to substitute functionally equivalent Equipment if necessary.

4. TERM AND RENEWAL

4.1 The term of each Equipment subscription shall be as specified in the applicable Application (the “Term”).

4.2 Unless otherwise stated in the Application, subscriptions may automatically renew for successive periods equal to the original Term unless either party provides written notice of non-renewal at least thirty (30) days prior to expiration.

5. FEES AND PAYMENT

5.1 Customer agrees to pay all fees specified in each Application. If Customer receives a promotional code for a discounted rate, that rate will only apply to the specified amount of time. Billing will then continue at the normal rate for that product.

5.2 Fees shall be billed on a recurring basis as stated in the Application.

5.3 Late payments may be subject to interest at the maximum rate permitted by law or a late fee specified in the Application.

5.4 Provider may suspend Services or disable Equipment for non-payment upon reasonable notice.

5.5 Pilot Program
Provider and Customer will work to determine evaluation metrics for the pilot period, if applicable.  Upon successful completion of the evaluation, Provider and Customer may continue usage of the robot and additional robots for $1,000/month per robot.

6. OWNERSHIP

6.1 Provider retains sole and exclusive ownership of all Equipment at all times.

6.2 Customer acquires no ownership, title, or equity interest in the Equipment.

6.3 Customer shall not sell, lease, encumber, or otherwise transfer the Equipment.

6.4 Upon receipt of equipment, the Customer shall retain the original shipment box. In any case when equipment needs to be returned to the Provider, the original shipment box will be utilized. If the original shipment box is unavailable or unuseable due to Customer circumstances, a $200 fee will be assessed.

6.5 Upon the end of the lending term, the Lendee shall return the Equipment to Vecna/ b Inc. in good repair, condition, and working order, ordinary wear and tear resulting from proper use thereof excepted, by delivering the Equipment.  The Shipping will be at the cost of Vecna / b Inc. 

7. USE OF EQUIPMENT

7.1 Customer shall use the Equipment only for lawful purposes and in accordance with any instructions provided.

7.2 Customer shall not modify, alter, or tamper with the Equipment without Provider’s prior written consent.

7.3 Customer is responsible for maintaining a suitable environment for the Equipment.

7.4 The Customer shall use reasonable care in the use and handling of the Equipment and shall not be held liable for any loss or damage except in cases of gross negligence or intentional misconduct by the Lendee or its staff. In the event of such gross negligence or intentional misconduct, the Lendee shall, at Vecna/b Inc.’s option, pay for the repair of the Equipment. 

7.5 The Customer shall use the Equipment in a safe and appropriate manner and shall comply with and conform to the user manual, and all national, state, municipal, and other laws, ordinances and regulations in any way relating to the possession, use or maintenance of the Equipment. 

8. MAINTENANCE AND SUPPORT

8.1 Provider shall provide maintenance and support as described in the Application or standard service policies.

8.2 Customer shall promptly notify Provider of any malfunction or issue.

8.3 Provider may repair or replace Equipment at its discretion.

9. LOSS, DAMAGE, OR THEFT

9.1 Customer assumes responsibility for loss, theft, or damage to Equipment while in Customer’s possession.

9.2 Customer agrees to pay for repair or replacement at Provider’s reasonable cost.

9.3 Provider may require Customer to maintain insurance covering the Equipment.

10. UPGRADES AND CHANGES

10.1 Customer may request upgrades or changes to Equipment, subject to Provider approval.

10.2 Any upgrades may result in revised fees and/or a new Term.

11. TERMINATION

11.1 Either party may terminate this Agreement for material breach if such breach is not cured within thirty (30) days after written notice.

11.2 Early termination by Customer may result in early termination fees as specified in the Application or equal to the remaining fees for the Term.

11.3 Provider may terminate or suspend access immediately for non-payment or misuse.

12. RETURN OF EQUIPMENT

12.1 Upon termination or expiration, Customer shall return all Equipment within ten (10) days.

12.2 Equipment must be returned in good working condition, reasonable wear and tear excepted.

12.3 Customer shall bear all shipping costs unless otherwise agreed.

12.4 Failure to return Equipment may result in additional charges up to the replacement value.

13. LIMITATION OF LIABILITY

13.1 To the maximum extent permitted by law, Provider shall not be liable for indirect, incidental, or consequential damages.

13.2 Provider’s total liability shall not exceed the total fees paid by Customer in the preceding twelve (12) months.

14. WARRANTIES AND DISCLAIMERS

14.1 Provider warrants that Equipment will be in working condition upon delivery.

14.2 EXCEPT AS EXPRESSLY PROVIDED, THE EQUIPMENT AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND.

15. DEFAULT

15.1 Customer shall be in default if it fails to make payments, misuses Equipment, or breaches this Agreement.

15.2 Upon default, Provider may repossess Equipment, suspend Services, and pursue all legal remedies.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts, without regard to conflict of law principles.

17. ELECTRONIC ACCEPTANCE

Customer agrees that submission of an online Application or electronic acceptance constitutes a binding signature and acceptance of this Agreement.

18. ENTIRE AGREEMENT

This Agreement, together with all Applications, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.

19. AMENDMENTS

Provider may update this Agreement from time to time. Continued use of Equipment constitutes acceptance of any revised terms, to the extent permitted by law.