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THIS RAPIDINVENTORY SOFTWARE AS A SERVICE AGREEMENT ("Agreement") is between Quick Inventory LLC, a New York corporation with offices located at 3 E Evergreen Rd STE 413, New City, NY 10956 USA, ("the Company") and the "Licensee."
1. TERM AND RENEWAL
The term of this Agreement shall be one month.
1.1 Automatic Renewal. After expiration of the initial term, the term of this Agreement will automatically renew for additional, consecutive 1-month periods unless and until the Company receives notice from the Licensee at least 30 days prior to the expiration date of the then current term. The pricing for the renewal period will be in accordance with section 8.5 of this Agreement.
2. SERVICE
2.1 Access. Upon Licensee's acceptance of this Agreement by execution and payment of initial fees as defined in the pricing page of the RapidInventory website, the Company will provide Licensee with login access to the RapidInventory application ("the Software"), for the term of the Agreement. Company hereby grants Licensee and its affiliates a license to use the Software as provided herein for the term of this Agreement.
2.2 Upgrades. During the term of this Agreement, if the Company upgrades the version of the Software Licensee is using under this Agreement, Licensee will not be charged an upgrade fee. Should the Company offer enhancements or additional optional software modules in the future, Licensee may elect to purchase access to the enhancements or optional software modules for an additional fee; however, Licensee has no obligation to do so.
2.3 Hardware. Licensee will be responsible for renting or purchasing all mobile computing hardware, thermal printers and accessories that are necessary to access and use the Software. Not all hardware will work with Rapid Inventory. Only hardware that was rented or purchased from Quick Inventory LLC can be supported by the Rapid Inventory help desk.
2.4 No Title. This Agreement confers no title or ownership in the Software and is not a sale of any rights in the Software. The Software is protected by copyright law and international copyright treaty.
2.5 Restrictions of Use. Licensee agrees to use the Software only for Licensee's and its affiliates' own business. Licensee shall not (i) use the Software to process or permit to be processed the data of any other party other than its affiliates, or (iii) use the Software in the operation of a service bureau.
2.6 Assignment. Licensee shall not assign or otherwise transfer the Software or this Agreement to anyone, including any parent, subsidiaries, affiliated entities or third parties or as part of the sale of any portion of its business, or pursuant to any merger, consolidation or reorganization without the Company's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
3. SUPPORT
3.1 During the term of this Agreement, the Company agrees to provide Licensee with telephone access to the RapidInventory Help Desk during their normal business hours. After hours support may be available at an additional cost, contact the Company for additional support offerings and cost.
4. PRIVACY
4.1 Ownership of Data. The Company considers Licensee's data input to and/or calculated or otherwise generated by the Software to be the property of the Licensee. All Licensee data, records, documents and other information ("Customer Information") provided to the Company pursuant to this Agreement shall be treated as confidential and shall not, unless otherwise required by law or court order, be disclosed to any outside party without Licensee's prior written consent. In the event the Company is required by law or court order to disclose any of the Customer Information, the Company will provide the Licensee with prompt written notice so that the Licensee may seek a protective order or other appropriate remedy prior to any such disclosure. The Company shall use Customer Information only for the purpose of performing its obligations under this Agreement and the associated support thereof.
4.2 Analysis and Billing. The Company reserves the right to perform statistical analysis of all RapidInventory data for the purpose of analysis, aggregate reporting and billing calculation.
5. SERVICE LEVEL COMMITMENT
5.1 The Company shall use reasonable efforts to ensure that the Software is available 99.5% of each calendar month. The Company will also provide nightly backups of the Customer Information in the unlikely event that emergency recovery is required.
5.2 Error Notification. Licensee agrees to notify the Company promptly if Licensee suspects the Software is unavailable. Licensee agrees to provide reasonable information as requested by the Company, for proper diagnosis/repair. The Company takes no responsibility for Licensee's Internet connectivity or any Licensee related connectivity issues.
5.3 "Scheduled Maintenance" shall mean any maintenance scheduled in the data center at which Licensee's account is hosted. The Company will notify Licensee via email in advance of any Scheduled Maintenance. The notification will include estimated duration of the Scheduled Maintenance. The Company agrees to use reasonable efforts to perform Scheduled Maintenance during historically low use hours based on average use by its customers. The Company is permitted to conduct emergency maintenance on an "as needed" basis.
5.4 Customer Information will be archived based on a rolling 12-month window. Archived Customer Information will be made available to Licensee upon request.
6. WARRANTY OF TITLE
The Company hereby represents and warrants to Licensee that the Company has the right to grant to Licensee the rights set forth in this Agreement. In the event of any breach or threatened breach of the foregoing representation and warranty, the Company shall, at its option, either: (i) procure, at the Company's expense, the right for Licensee to use the Software, ii) replace the Software or any part thereof that is in breach with Software of comparable functionality that does not cause any breach, or iii) refund to Licensee the full amount of any fees paid by Licensee to the Company.
The Company shall indemnify, defend and hold harmless the Licensee, its affiliates, and its and their respective officers, directors, partners, members, managers, employees and agents, from and against all liabilities, losses, claims, demands, actions, costs and expenses (including reasonable attorneys' fees and litigation costs) which arise or result from the Software infringing any patent, trademark, copyright, trade secret or other proprietary right held by any third party. The foregoing indemnification shall survive any expiration or termination of this Agreement.
7. EXPORT REQUIREMENTS
Both parties agree not to export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations.
8. FEES & PAYMENT
8.1 The total fees payable by Licensee to the Company for the implementation and use of the Software and any other items or services that are to be supplied by the Company in accordance with this Agreement, shall be as set out in the RapidInventory Website "Pricing Page".
8.2 Payment Terms. Except as otherwise agreed in writing and signed by an authorized officer of both parties, all payments due to the Company shall be due and payable in full within five (5) days of receipt by Licensee of a correct invoice.
8.3 The Company may, at its option and where permissible by law, elect to restrict Licensee's access to the Software for failure to pay any fees associated with the use of the Software that are past due by more than one (1) month.
8.4 Taxes. Licensee shall, in addition to the other amounts payable under this Agreement, pay all sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, excluding taxes based on Company's net income.
8.5 Renewal Pricing. Unless the Company is notified of the intent to cancel, per section 1.1, this Agreement will renew as provided in section 1.1 at the same fee structure. Company has the right to modify the fee structure, with the modification taking effect upon the next renewal.
8.6 Refund Policy. Unless otherwise agreed in writing, all customer payments are non-refundable.
9. TERMINATION
9.1 Termination-Each party shall have the right to terminate this Agreement and the license granted herein upon the occurrence of any of the following events ("Event of Default")
In the event either party violates any provision of this Agreement and fails to cure such violation as set forth in Section 9.2 below: or
In the event the other party (A) terminates or suspends its business, (B) becomes subject in any bankruptcy or insolvency proceeding under federal or state statute, (C) becomes insolvent or subject to direct control by a trustee, receiver or similar authority, or (D) has wound up or liquidated voluntarily or otherwise: or
In the event Licensee notifies the Company of a performance defect as per Section 10.2.
9.2 Notice and Opportunity to Cure. Upon the occurrence of an Event of Default, a party shall deliver to the defaulting party a Notice of Intent to Terminate that identifies in reasonable detail the Event of Default. If the Event of Default remains uncured for thirty (30) days after delivery of such Notice of Intent to Terminate the non-defaulting party may: (a) terminate this Agreement and the license granted herein by delivering to the defaulting party a Notice of Termination that identifies the effective date of the termination, which date shall not be less than thirty (30) days after the date of delivery of the Notice of Intent to Terminate; and/or (b) pursue any legal remedies it may have under applicable law or principles of equity relating to such Event of Default.
9.3 Access to Customer Information. Upon any expiration or termination of this Agreement, the Company shall allow Licensee to export its Customer Information, and the Company shall make archived Customer Information available to Licensee upon request.
10. LIMITATION OF WARRANTY STATEMENT
10.1 The Company warrants to Licensee that the Software will perform substantially in accordance with its accompanying documentation for the entire term of this Agreement.
10.2 If the Company receives notice from the Licensee of any defect in the Software, the Company will, at its option and expense, either repair or replace the Software that proves to be defective. If the Company is unable, within ninety (90) days, to correct a defect that Licensee has notified the Company of during the term of this Agreement, Licensee will be entitled to terminate this Agreement upon written notice.
10.3 Warranty does not apply to defects resulting from improper or inadequate installation, maintenance or configuration of the Licensee's own software performed by non-Company employees, unless said employees were retained as contractors or consultants by the Company.
10.4 Any implied warranty of merchantability or fitness for a particular purpose is limited to the duration of the express warranty set forth above.
10.5 To the maximum extent permitted by applicable law, in no event shall the company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation damages for loss of business profits) arising out of the use of or inability to use the software, even if the company has been advised of the possibility of such damages; provided, however, the foregoing waiver shall not apply to third party claims subject to the indemnification provisions of this agreement. In any case, except for the company's indemnification obligations under this agreement, the company's entire liability under any provision of this agreement shall be limited to the total amount actually paid and payable by licensee for use of the software.
11. GENERAL PROVISIONS
11.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.
11.2 Waiver. The waiver by either party of any default or breach under this Agreement shall not constitute a waiver of any subsequent default or breach of the same or of a different kind.
11.3 Entire Agreement. This Software as a Service Agreement constitutes the entire, final and complete agreement between the parties pertaining to the usage of RapidInventory Software as a Service Licenses, and it shall not be amended, altered or changed except by Company. This Agreement, supersedes any prior oral or written statements, agreements, or representations with respect to the subject matter hereof. In the event of conflict between the provisions of this Agreement and any Schedules attached hereto, the provisions of this Agreement shall control and prevail.
11.4 Severability. In the event that one or more of the provisions of this Agreement shall be found illegal or unenforceable, then such provisions shall be deemed struck and other provisions of this Agreement shall remain in full force and effect.
11.5 Force Majeure: Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delays or failures arise by any reason beyond its reasonable control, including, but not limited to, any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, or any act or failure to act by another party. The parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement.
11.6 Arbitration: The parties shall settle any controversy arising out of this Agreement by arbitration in accordance with the rules of the American Arbitration Association. A single arbitrator shall be agreed upon by the parties or, if the parties cannot agree upon an arbitrator within thirty (30) days, then the parties agree that a single arbitrator shall be appointed by the American Arbitration Association. The arbitrator may award attorneys' fees and cost as part of the award. The award of the arbitrator shall be binding and may be entered as a judgment in a court of competent jurisdiction.
11.7 Choice of Law, Venue, and Jurisdiction: This Agreement shall be deemed to have been made and shall be construed in accordance with the laws of the State of New York. Any and all suits or actions to enforce or for breach of the Agreement may be, at Company's option, instituted and maintained in the State of New York, and Licensee expressly agrees to submit to personal jurisdiction in such venue.
11.8 Notices: All notices under this Agreement shall be in writing and shall be delivered by (i) depositing the notice in the mail, using registered mail, return receipt requested, addressed to the address below or to any other address as the party may designate by providing notice, (ii) faxing the notice by using the facsimile number set forth below or any other facsimile number as the party may designate by providing notice, (iii) overnight delivery service addressed to the address below or to any other address as the party may designate by providing notice , or (iv) hand delivery to the individual designated below or to any other individual as the party may designate by providing notice. The notice shall be deemed delivered (i) if by registered mail, four (4) days after the notice's deposit in mail, (ii) if by facsimile on the date the notice is faxed, (iii) if by overnight delivery service, on the day of delivery by the delivery service, and (iv) if by hand delivery, on the date of hand delivery.
COMPANY: Quick Inventory LLC
3 E Evergreen Rd
STE 413
New City, NY 10956
Attention: Albert Farhi
Facsimile No: 301-695-6348
11.9 Counterparts, This Agreement may be executed in one or more counterparts, each of which shall be deemed on original and all of which shall constitute one and the same instrument. Clicking the "I Accept" button on the RapidInventory "Terms and Conditions" page shall be effective and binding on this Agreement and shall be treated the same as original signatures on original documents.
Revision 09112025
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The conditions of this Hardware as a Service (HaaS) Subscription Agreement (the Agreement or Subscription), entered into between the Company (Quick Inventory LLC) and the Customer (Subscriber), are defined as follows:
1. CUSTOMER NAME AND ADDRESS.
The name and contact information submitted on your RapidInventory Account is designated as the Customer for this agreement.
2. SUBSCRIPTION.
Company agrees to provide and Customer agrees to subscribe to, under the terms and conditions stated forth in this Agreement, the HaaS Subscription as defined and described in Exhibit A (Description of HaaS Subscription) to this Agreement. No Agreement shall be established, and Company shall have no liability or obligation under this Agreement, unless and until this Agreement is executed by both Company and Customer.
3. SUBSCRIPTION TERM.
The Subscription term (the Term) shall commence on the date a device included in the Subscription is shipped by Company to Customer and shall continue until the later of: (i) the contracted term as defined in the Subscription quote or order has been completely fulfilled; or (ii) the delivery of all devices included in the Subscription from Customer back to Company. The Subscription shall terminate upon notice by Company in the case of an Event of Default (as such term is defined in Section 23 below). In the event the Customer retains or continues using part or all of the Subscription, then the conditions of the Subscription shall stay in effect during such hold-over period, subject to Company's right to terminate the Subscription upon an Event of Default.
4. SUBSCRIPTION CHARGES, PAYMENT, CREDIT.
4.1 Unless otherwise agreed in writing, each regular periodic payment of Subscription fees due during the term of the Agreement shall be due on the first day of the month (the Billing Date). Payments shall be made by Customer as directed by Company. Customer shall not abate, set off, deduct any amount or reduce any payment for any reason without the prior written consent of Company.
4.2 On the date of shipment of a device included in the Subscription by Company, Customer shall pay to Company prorated Subscription fees, together with applicable taxes, from the date of shipment of a device included in the Subscription until the first Billing Date as interim Subscription fees.
4.3 Customer will pay on demand all charges due under this Agreement.
4.4 All Charges are subject to a final audit, and if an error is found, either party shall promptly pay or credit the other, as appropriate to correct the error.
4.5 If Customer has indicated that a third party will pay for the charges due under this Agreement and payment is not made, Customer will pay on demand.
4.6 If applicable, Customer consents to the reservation of credit, by a credit card issuer, up to the amount of the estimated charges due under this Agreement. Customer authorizes Company to process a credit card voucher, in Customer's name for all charges due under this Agreement.
4.7 Payments are delinquent if not in Company's possession by the Billing Date. Any payments not received by the Billing Date shall be charged, starting the day after the Billing Date, interest at twelve percent (12%) or the highest lawful rate, whichever is greater, until such payment is received by the Company. All drafts dishonored for any reason shall be assessed a $25.00 service charge. In the event that Customer stops payment on any drafts issued to Company, for any reason, Customer hereby recognizes that Company would suffer damage, the exact amount which cannot be determined with certainty and Customer shall pay Company liquidated damages of $500 for each such draft. In the event that Customer utilizes a credit card to purchase products, Customer agrees not to unnecessarily dispute such charges and further agrees to use its best efforts to resolve any good faith dispute.
4.8 Payment of Taxes. The Company agrees to collect and remit sales tax for Customers who list their address in Section 1 of this Agreement in the following states: New York, Virginia. If Customer's address in Section 1 is other than the foregoing states, Customer is responsible for remitting any applicable sales or use tax due pursuant to this Agreement.
5. MINIMUM ACCOUNT SETUP FEE.
Unless otherwise agreed in writing, Customer shall pay to Company a minimum Account Setup Fee of $150.00 per Account. The Account Setup Fee shall be paid by Customer on the date a device included in the Subscription is shipped by the Company.
6. SECURITY DEPOSIT.
Unless otherwise agreed in writing, a security deposit equal to 1 payment of the Subscription fees as described in the Subscription quote (the Security Deposit), is required for each device included in the Subscription. Security Deposits, received by Company are to guarantee prompt and full payment of Subscription fees and the faithful and timely performance of all provisions of the Subscription by Customer. Security Deposits secure all obligations of Customer to Company under this Agreement or otherwise. Unless otherwise specified in writing signed by Company and Customer, no interest will accrue on the Security Deposit to the account of Customer. If Customer is not in default under this Agreement with Company and the Customer has performed all the terms and conditions specified herein, then the Security Deposit shall be returned to Customer upon the return of a device included in the HaaS Subscription at the expiration of this Agreement. In the event Customer defaults on any of its obligations to Company, Company shall have the right, but shall not be obligated, to apply the Security Deposits to cure such default, and if so applied, Customer shall, within ten (10) days, restore the Security Deposit to the full amount held by Company prior to any application to cure such default.
7. REFUND POLICY
Unless otherwise agreed in writing, all Customer Subscription Payments and Account Setup Fees are non-refundable.
8. CANCELLATION FOR NON-DELIVERY.
If, within forty-five (45) days after the Subscription is signed by Customer, any device(s) included in the Subscription that have not been delivered to and accepted by Customer and if Company has accepted the Subscription by signing, either party, by written notice to the other party, shall have the option at any time thereafter to terminate Company's obligation, if any, to subscribe to the subject device(s) included in the Subscription.
9. MAINTENANCE AND OPERATION.
Customer shall not remove, alter, disfigure or cover up any numbering, lettering, or insignia displayed upon the device included in the Subscription, and shall use device(s) included in the Subscription in a careful manner and shall comply with all laws relating to its possession, use and maintenance. Customer shall maintain device(s) included in the Subscription and its appurtenances in good repair and operative condition, and return it in such condition to Company, subject only to ordinary wear and tear resulting from proper use thereof. (Over time, device(s) included in the Subscription will be used by many different customers. Each customer expects to receive a clean unit in working condition.
10. PRINTER SUPPLIES.
If a printer is included in the HaaS Subscription, Customer shall purchase all printer supplies from the Company. This includes labels, ribbons, and printhead cleaning materials. (These products directly affect the wear and tear on the printer. We supply competitively priced quality products that will ensure long-life and trouble free operation.)
11. PRINTHEADS.
If Customer ONLY uses labels, ribbons, and Printhead cleaning materials purchased from Company, Printheads that need to be replaced due to normal wear and tear, will be replaced at no cost to Customer. If Customer violates section 10 above, and uses labels, ribbons, or Printhead cleaning materials purchased elsewhere, Customer will pay Company 100% of the current list price for the replacement Printhead. If Customer disputes that they used labels, ribbons, or Printhead cleaning materials purchased elsewhere, the Printhead will be sent to the third party repair center for inspection. The results of that inspection will be binding for Customer and Company. (We know that using proper supplies will greatly increase the life of the Printhead and the printer. This allows us to keep Subscription costs down. Purchasing supplies from us, helps to keep the printer in good condition, and we will reward you for this by covering the cost of replacement Printheads. This is approximately a $375.00 value.)
12. LOSS OR DAMAGE OF THE DEVICE INCLUDED IN THE SUBSCRIPTION.
12.1 Customer is responsible, upon receipt of device(s) included in the Subscription for all loss and damage to the device(s) included in the HaaS Subscription plus any related expenses, until the device(s) included in the HaaS Subscription is received by Company, regardless of fault.
12.2 Damage And Repair. Customer will not use device(s) included in the Subscription if it is damaged or in need of repair, and will be responsible for all damage to device(s) included in the HaaS Subscription resulting from abuse. The expense of all repairs not covered by the repair center service contract, including labor, material, parts and other items shall be paid by Customer. Customer shall not make any alterations, additions or improvements to device(s) included in the Subscription without Company's prior written consent. All alterations, additions or improvements made to device(s) included in the Subscription shall belong to Company. Customer will pay for all unauthorized repairs and replacement parts, as well as the cost of restoring any unauthorized alterations.
12.3 Theft And Total Loss Of Device included in the Subscription. In the event of theft or damage caused by abuse to device(s) included in the Subscription rendering it unusable for continued service, Customer will forfeit the security deposit, and pay Company 75% of the current list price of the device. If the security deposit was not collected, or has been utilized and not restored, (as per section 6), Customer will pay Company 100% of the current list price of the device. If a list price is not available for the device a similar current manufacture device with similar features will be used for the purpose of establishing list price. Customer agrees that any device included in the Subscription sustaining damage that will require repairs costing more than 33% of the current list price will be deemed unusable. Company reserves the right to deem any device included in the Subscription not returned for a period in excess of 30 days after a Return Material Authorization (RMA) has been provided to Customer a total loss.
13. HOT SWAP SERVICE.
13.1 Replacement Time Frame and Shipping. If the Subscription includes device(s) that is eligible for Replacement Service, (please reference the service level selected on your order form or quote), once Company Hardware Support has determined (using virtual support tools) that the device is broken and requires a swap, a replacement device will be shipped to the Customer location using standard 2-day shipment service via pre-paid carrier at Company's expense. The Customer can choose to upgrade to overnight shipment by providing their shipping account number. Company will make a best effort to ship the replacement device that same day. Otherwise, a replacement for the device included in the Subscription will ship the next business day.
13.2 RMA of Broken Device included in the Subscription. Customer will receive an RMA and shipping address from Company to use for the return of broken device included in the Subscription. Customer is responsible for the return of the unit(s) for repair to the specified shipping address within seven (7) business days. Customer will use a common carrier, specifying 3-day service, insured method, to return the device included in the Subscription at Customer expense. If these guidelines are not met, Customers will be charged the standard Subscription fee (see Subscription quote) until the date the broken device included in the Subscription is received by Company.
14. RETURN OF DEVICE INCLUDED IN THE HAAS DUE TO SUBSCRIPTION CONTRACT TERMINATION.
Customer will receive an RMA and shipping address from Company to use for return of device included in the Subscription. Customer is responsible for the return of the device included in the Subscription to the specified shipping address within seven (7) business days. Customer will use a common carrier, specifying 3-day service, insured method, to return the device included in the Subscription at Customer expense. If these guidelines are not met, Customers will continue to be charged the standard Subscription fee (see Subscription quote) until the device included in the Subscription is received by Company.
15. DISCLAIMER OF WARRANTIES.
Company, not being the manufacturer of the device included in the Subscription, makes no warranties, express, implied or statutory, as to any matter whatsoever, including, without limitation, the condition of the device included in the Subscription, its merchantability, its design, its capacity, its performance, its material, its workmanship, its fitness for any particular purpose, or that it will meet the requirements of any laws, rules, specifications, or contracts which provide for specific apparatus or special methods. Company further disclaims any liability whatsoever for loss, damage or injury to Customer or third parties as a result of any defects, latent or otherwise, in the device included in the Subscription. As to Company, Customer subscribes to the device included in the Subscription as is. Company shall not be liable in any event to Customer for any loss, delay, or damage of any kind, resulting from defects in the device.
16. INDEMNITY.
Customer shall indemnify Company against, and hold Company harmless from, any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including attorneys fees, arising out of, connected with, or resulting from the device included in the the Subscription, including without limitation, the manufacture, selection, delivery, leasing, renting, subscribing, purchase, control, possession, use, operation, maintenance or return of the device included in the Subscription. Customer shall further indemnify Company, and hold Company harmless from all loss and damage to the device included in the Subscription during the Term of the Subscription. Customer shall indemnify Company against, and hold Company harmless from any claim based on the failure to honor a device included in the Subscription reservation requested by the Customer. Customer recognizes and agrees that included in this indemnity clause, but not by way of limitation, is Customer's assumption of any and all liability for injury, disability and death of workmen and other persons caused by the operation, use, control, handling, or transportation of any device, during the Term of Subscription. Further, Customer agrees to indemnify Company with regard to any taxes such Customer is required to remit under Section 4.8, including but not limited to any costs, fees, attorneys fees, interest and penalties. This indemnity provision shall survive termination, cancellation or breach of the Subscription.
17. RISK OF LOSS.
Company shall not be responsible for loss or damage to property, material, or device included in the Subscription belonging to Customer, its agents, employees, suppliers, or anyone directly or indirectly employed by Customer while said material property or device included in the Subscription is in Company's care, custody, and control or under Company's physical control. Customer is encouraged to obtain appropriate devices included in the Subscription, material, or installation floater insurance against such risk of loss. Customer and its insurers waive all rights of subrogation against Company for such losses.
18. INSPECTION: CONCLUSIVE PRESUMPTIONS.
Customer shall inspect the device(s) included in the Subscription within three (3) business days after receipt thereof. Customer shall within said period of time deliver written notice to Company, specifying any defects in, shortages, or other proper objections to the device included in the Subscription. Unless Company receives such notice, Customer agrees that it shall be conclusively presumed as between Company and Customer, that Customer has fully inspected and acknowledged that the device(s) included in the Subscription, is in full compliance with the terms of this Agreement, in good condition and repair, no shortages exist, and that Customer is satisfied with and has accepted the device included in the Subscription in such good condition and repair. Company shall have the right at any time during normal business hours and upon reasonable notice to enter the premises occupied by the device included in the Subscription and shall be given free access thereto and afforded necessary facilities for the purpose of inspection.
19. OWNERSHIP.
Company shall at all times retain ownership and title of the device(s) included in the Subscription. Customer will at all times protect and defend, at its own cost and expense, the ownership of Company against all claims, liens and legal processes of creditors of Customer and other persons, and keep the device included in the Subscription free and clear from all such claims, liens and processes.
20. ASSIGNMENT.
This Agreement and the device(s) associated with the Subscription, shall not be assigned, transferred, pledged, hypothecated or otherwise disposed of by Customer, nor shall Customer assign or transfer any interest in this Agreement without prior written consent of Company. Further, Customer shall not sub-lease or loan the device included in the Subscription or permit it to be used by anyone other than Customer or Customer's qualified employees without prior written consent of Company. Company may assign this Agreement without notice. Subject to the foregoing, this Agreement inures to the benefit of, and is binding upon, the heirs, successors, and assigns of the parties hereto.
21. CUSTOMER'S INDEPENDENT STATUS.
Customer is not the agent or authorized representative of Company.
22. MISCELLANEOUS REPRESENTATIONS OF CUSTOMER.
Customer shall provide Company with such corporate resolutions, financial statements and other documents regarding the financial or credit condition of Customer or any guarantor, which Company may request from time to time. Customer represents and warrants that all credit and financial information submitted to Company in connection with the Subscription is materially true and correct in all respects. Customer agrees that Company and/or its assigns may at any time investigate the credit-worthiness of Customer using all available means.
23. DEFAULT.
Customer is in Default under this Agreement if (a) Customer shall default in the payment of any Subscription or in making any other payment within ten (10) days after the same becomes due and payable, or (b) Customer shall default in the payment when due of any indebtedness of Customer to Company arising independently of this Subscription, or (c) Customer shall default in the performance of any other covenant herein and such default shall continue for five (5) days after written notice hereof to Customer by Company, or (d) Customer abandons the device(s) included in the Subscription, or (e) Customer makes any material misrepresentation or materially false statement as to its credit or financial standing in connection with the execution or the further performance of the Subscription, or (f) any attachment or execution is levied on any of the Customer's property, or (g) Customer permits any other entity or person to use the device included in the Subscription without the prior written consent of Company, or (h) Customer becomes insolvent or makes an assignment for the benefit of creditors, or (i) Customer applies for or consents to the appointment of a receiver, trustee, or liquidator of Customer or of all of a substantial part of the assets of Customer under the Bankruptcy Act, or any amendment thereto (including, without limitation, a petition for reorganization, arrangement, or extension) or under any other insolvency law or law providing for the relief of debtors, this, if and to the extent permitted by applicable law. Any of the foregoing shall be deemed an Event of Default. Company shall have the right to under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law.
24. REMEDIES.
In the event of Customers Default, Company shall have the right and option, but shall not be obligated, to exercise any one or more of the following remedies, which remedies or any of them may be exercised by Company without notice to Customer and without any election of remedies by Company and, if the obligations of Customer are guaranteed by a guarantor or guarantors, Company shall not be obligated to proceed against any such guarantor or guarantors before resorting to its remedies against Customer under the Subscription:
a. To declare the entire amount of Subscription fees hereunder immediately due and payable as to any or all items of the device included in the Subscription, without notice or demand to Customer.
b. To sue for and recover all Subscription fees, and other payments, then accrued or thereafter accruing, with respect to any or all items of the device(s) associated with the Subscription.
c. To take possession of any or all items of the device included in the Subscription without demand, notice, or legal process, wherever they may be located. Customer hereby waives any and all damages occasioned by such taking of possession. Any said taking of possession shall not constitute a termination of this Subscription as to any or all items of device included in the Subscription, unless Company expressly so notifies Customer in writing.
d. To terminate this Subscription in whole or in part.
e. To pursue any other remedy now, or hereafter, existing in law or equity.
f. To charge the credit card on file for the full amount or any partial amount due under this Agreement. Notwithstanding any said repossession or any other action which Company may take, Customer shall be and remain liable for the full performance of all obligations on the part of Customer to be performed under this Subscription.
25. REMEDIES CUMULATIVE, NO WAIVER.
All remedies of Company hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of the Company to exercise and no delay in exercising, any right or remedy, hereby shall operate as a waiver thereof; nor shall any single or partial exercise by Company of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy.
26. EXPENSES OF ENFORCEMENT, ATTORNEY FEES.
In the event of Customers Default, Customer shall pay Company a sum equal to all expenses, including attorney fees and collection costs, if any, incurred by Company in connection with the enforcement of any of Company's remedies and all expenses of repossessing, storing, repairing or selling the device included in the Subscription together with interest on such amount at the maximum rate allowable by law or eighteen percent (18 %), whichever is less, from the date such amount is paid by Company.
27. ENTIRE AGREEMENT.
This Subscription Agreement constitutes the entire, final and complete agreement between the parties pertaining to the Subscription of the device(s) included in the program; and it shall not be amended, altered or changed except by Company. This Agreement, supersedes any prior oral or written statements, agreements, or representations with respect to the subject matter hereof. In the event of conflict between the provisions of this Agreement and any schedules or exhibits attached hereto, the provisions of this Agreement shall control and prevail.
28. SEVERABILITY.
If any term or provision of this Agreement is found invalid, it shall not affect the validity and enforcement of all remaining terms and provisions of this Agreement.
29. FORCE MAJEURE.
Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delays or failures arise by any reason beyond its reasonable control, including, but not limited to, any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, or any act or failure to act by another party. The parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement.
30. ARBITRATION.
The parties shall settle any controversy arising out of this Agreement by arbitration in accordance with the rules of the American Arbitration Association. A single arbitrator shall be agreed upon by the parties or, if the parties cannot agree upon an arbitrator within thirty (30) days, then the parties agree that a single arbitrator shall be appointed by the American Arbitration Association. The arbitrator may award attorneys' fees and cost as part of the award. The award of the arbitrator shall be binding and may be entered as a judgment in a court of competent jurisdiction.
31. CHOICE OF LAW, VENUE AND JURISDICTION.
The Subscription shall be deemed to have been made and shall be construed in accordance with the laws of the State of New York. Any and all suits or actions to enforce or for breach of the Subscription may be, at Company's option, instituted and maintained in the State of New York, and Customer expressly agrees to submit to personal jurisdiction in such venue.
32. NOTICES.
All notices under this Agreement shall be in writing and shall be delivered by (i) depositing the notice in the mail, using registered mail, return receipt requested, addressed to the address below or to any other address as the party may designate by providing notice, (ii) faxing the notice by using the facsimile number set forth below or any other facsimile number as the party may designate by providing notice, (iii) overnight delivery service addressed to the address below or to any other address as the party may designate by providing notice , or (iv) hand delivery to the individual designated below or to any other individual as the party may designate by providing notice. The notice shall be deemed delivered (i) if by registered mail, four (4) days after the notice's deposit in mail, (ii) if by facsimile on the date the notice is faxed, (iii) if by overnight delivery service, on the day of delivery by the delivery service, and (iv) if by hand delivery, on the date of hand delivery.
COMPANY: Quick Inventory LLC
3 E Evergreen Rd
STE 413
New City, NY 10956
Attention: Albert Farhi
Facsimile No: 301-695-6348
33. NUMBER AND CAPTIONS.
As used herein, the singular shall include the plural, and the plural the singular. All captions used herein are intended solely for convenience of reference and shall in no way limit or explain any of the provisions of the Subscription.
34. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall be deemed on original and all of which shall constitute one and the same instrument. Clicking the "I Accept" button on the Order Form Terms and Conditions page shall be effective and binding on this Agreement and shall be treated the same as original signatures on original documents.
CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS SUBSCRIPTION AGREEMENT AND THAT THESE TERMS AND CONDITIONS SHALL GOVERN THE PARTIES.
Exhibit A
Description of HaaS Subscription:
The Customer may have one or more of the following types of Subscription:
Maintenance and Support of Mobile Computer with Accessories
Maintenance and Support of Scanner
Maintenance and Support of Thermal Transfer or Direct Thermal Printer with Accessories
Maintenance and Support of Wireless Access Point
Minimum Term:
The Minimum Subscription Term is 12 months. The Contracted term agreed to may be different. Refer to your Subscription Quote or Order for the Contracted number of months.
Revision 09112025
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The conditions of this Equipment Purchase Agreement (the Agreement or Purchase), entered into between the Company (Quick Inventory LLC) and the Customer (Purchaser), are defined as follows:
1. CUSTOMER NAME AND ADDRESS.
The Company name and Contact on your RapidInventory Account is designated as the Customer for this agreement.
2. PURCHASE.
Company agrees to provide and Customer agrees to purchase, under the terms and conditions stated forth in this Agreement, the equipment as defined and described in Exhibit A (the Equipment) to this Agreement. No Agreement shall be established, and Company shall have no liability or obligation under this Agreement, unless and until this Agreement is executed by both Company and Customer.
3. INSPECTION: CONCLUSIVE PRESUMPTIONS.
Customer shall inspect the equipment within 48 hours after receipt thereof. Customer shall within said period of time deliver written notice to Company, specifying any defects in, shortages, or other proper objections to the Equipment. Unless Company receives such notice, Customer agrees that it shall be conclusively presumed as between Company and Customer, that Customer has fully inspected and acknowledged that the Equipment is in full compliance with the terms of this agreement, in good condition and repair, no shortages exist, and that Customer is satisfied with and has accepted the Equipment in such good condition and repair.
4. TITLE/RISK OF LOSS.
Title to the product shall pass to Customer upon delivery of product by common carrier (at Customers dock) or any other location directed by Customer. All risk of loss, damage, theft or destruction to the product shall be borne by the Customer at F.O.B. shipping point. No loss, damage theft or destruction to the product, in whole or in part, shall impair the obligations of the Customer under this agreement, all of which shall continue in full force and effect.
5. SECURITY INTEREST.
Customer agrees that Company shall retain a security interest in all product detailed herein and to all product now or hereafter acquired by Customer, and to any proceeds thereof, until the purchase price and any other charges due to Company have been paid in its entirety. Customer agrees to execute any financing statement or other documents that Company requests in order to protect Company's security interest. Upon any default by Customer of this agreement, Company shall have all rights and remedies of a secured party under the Uniform Commercial Code, which rights and remedies shall be cumulative and not exclusive.
6. PAYMENT.
Unless otherwise agreed in writing by Company, all purchases must be paid in full prior to shipment of Equipment to Customer. All past due amounts are subject to a 1.5% monthly financing charge or the maximum permissible under applicable law. All drafts dishonored for any reason shall be assessed a $25.00 service charge. In the event that Customer stops payment on any drafts issued to Company, for any reason, Customer hereby recognizes that Company would suffer damage, the exact amount which cannot be determined with certainty and Customer shall pay Company liquidated damages of $500 for each such draft. In the event that Customer utilizes a credit card to purchase products, Customer agrees not to unnecessarily dispute such charges and further agrees to use its best efforts to resolve any good faith dispute.
7. RETURNS.
Returns will only be accepted if they are within 30 days from date of Equipment Shipment to Customer. All returns must be accompanied by a copy of the original purchase invoice and a return merchandise authorization from Company. All returns are subject to a 25% restocking fee. Equipment must be received by Company with the original packing materials and cartons in like-new and re-sellable condition. No returns will be accepted on partially consumed Label Kits.
8. EVENTS OF DEFAULT.
Customer shall be in default under this agreement upon the happening of any of the following events or conditions: (a) Default by Customer on payment of any installment, invoice, bill or any other indebtedness or obligation now or hereafter owed by Customer to Company under this agreement; (b) Default in the performance of any obligation, covenant or liability contained in this agreement or any other agreement or document with Company; (c) Any inaccuracy to any warranty, representation or statement made or furnished by Customer, and (d) Dissolution, termination of existence, discontinuance of Customer's business, insolvency, business failure, or appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by Customer or the commencement of any proceedings under any bankruptcy reorganization or arrangement laws by or against Customer or the attachment, levy, seizure or garnishment of any of Customer's property, rights, assets (contingent or otherwise) or the product.
9. DISCLAIMER OF WARRANTIES.
Company, not being the manufacturer of the equipment, makes no warranties, express, implied or statutory, as to any matter whatsoever, including, without limitation, the condition of the equipment, its merchantability, its design, its capacity, its performance, its material, its workmanship, its fitness for any particular purpose, or that it will meet the requirements of any laws, rules, specifications, or contracts which provide for specific apparatus or special methods. Company further disclaims any liability whatsoever for loss, damage or injury to customer or third parties as a result of any defects, latent or otherwise, in the equipment. As to Company, Customer purchases the equipment as is. Company shall not be liable in any event to customer for any loss, delay, or damage of any kind or character resulting from defects in, or inefficiency of, equipment hereby purchased or accidental breakage thereof.
10. INDEMNITY.
Customer shall indemnify Company against, and hold Company harmless from, any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including attorneys fees, arising out of, connected with, or resulting from the Equipment or the Purchase including without limitation, the manufacture, selection, delivery, leasing, renting, purchase, control, possession, use, operation, maintenance or return of the Equipment. Customer shall further indemnify Company, and hold Company harmless from all loss and damage to the Equipment. Customer recognizes and agrees that included in this indemnity clause, but not by way of limitation, is Customers assumption of any and all liability for injury, disability and death of workmen and other persons caused by the operation, use, control, handling, or transportation of the Equipment. This indemnity provision shall survive termination, cancellation or breach of the Purchase.
11. RISK OF LOSS.
Company shall not be responsible for loss or damage to property, material, or equipment belonging to Customer, its agents, employees, suppliers, or anyone directly or indirectly employed by Customer while said material property or equipment is in Companys care, custody, and control or under Companys physical control. Customer is encouraged to obtain appropriate equipment, material, or installation floater insurance against such risk of loss. Customer and its insurers waive all rights of subrogation against Company for such losses.
12. REMEDIES CUMULATIVE, NO WAIVER.
All remedies of Company hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of the Company to exercise and no delay in exercising, any right or remedy, hereby shall operate as a waiver thereof; nor shall any single or partial exercise by Company of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy.
13. EXPENSES OF ENFORCEMENT, ATTORNEY FEES.
In the event of Customers default, Customer shall pay Company a sum equal to all expenses, including attorney fees and collection costs, if any, incurred by Company in connection with the enforcement of any of Companys remedies and all expenses of repossessing, storing, repairing or selling the Equipment together with interest on such amount at the maximum rate allowable by law or eighteen percent (18 %), whichever is less, from the date such amount is paid by Company.
14. ENTIRE AGREEMENT.
This Equipment Purchase Agreement constitutes the entire, final and complete agreement between the parties pertaining to the Purchase of Equipment; and it shall not be amended, altered or changed except by Company. This Agreement, supersedes any prior oral or written statements, agreements, or representations with respect to the subject matter hereof. In the event of conflict between the provisions of this Agreement and any Schedules attached hereto, the provisions of this Agreement shall control and prevail.
15. SEVERABILITY.
If any term or provision of this Purchase Agreement is found invalid, it shall not affect the validity and enforcement of all remaining terms and provisions of this Purchase Agreement.
16. FORCE MAJEURE.
Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delays or failures arise by any reason beyond its reasonable control, including, but not limited to, any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, or any act or failure to act by another party. The parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement.
17. ARBITRATION.
The parties shall settle any controversy arising out of this Agreement by arbitration in accordance with the rules of the American Arbitration Association. A single arbitrator shall be agreed upon by the parties or, if the parties cannot agree upon an arbitrator within thirty (30) days, then the parties agree that a single arbitrator shall be appointed by the American Arbitration Association. The arbitrator may award attorneys' fees and cost as part of the award. The award of the arbitrator shall be binding and may be entered as a judgment in a court of competent jurisdiction.
18. CHOICE OF LAW, VENUE AND JURISDICTION.
The Purchase shall be deemed to have been made and shall be construed in accordance with the laws of the State of New York. Any and all suits or actions to enforce or for breach of the Purchase may be, at Companys option, instituted and maintained in the State of New York, and Customer expressly agrees to submit to personal jurisdiction in such venue.
19. NOTICES.
All notices under this Agreement shall be in writing and shall be delivered by (i) depositing the notice in the mail, using registered mail, return receipt requested, addressed to the address below or to any other address as the party may designate by providing notice, (ii) faxing the notice by using the facsimile number set forth below or any other facsimile number as the party may designate by providing notice, (iii) overnight delivery service addressed to the address below or to any other address as the party may designate by providing notice , or (iv) hand delivery to the individual designated below or to any other individual as the party may designate by providing notice. The notice shall be deemed delivered (i) if by registered mail, four (4) days after the notice's deposit in mail, (ii) if by facsimile on the date the notice is faxed, (iii) if by overnight delivery service, on the day of delivery by the delivery service, and (iv) if by hand delivery, on the date of hand delivery.
COMPANY: Quick Inventory LLC
3 E Evergreed Rd
STE 413
New City, NY 10956
Attention: Albert Farhi
Facsimile No: 301-695-6348
20. NUMBER AND CAPTIONS.
As used herein, the singular shall include the plural, and the plural the singular. All captions used herein are intended solely for convenience of reference and shall in no way limit or explain any of the provisions of the Purchase.
21. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Clicking the "I Accept" button on the RapidInventory Website Terms and Conditions page shall be effective and binding on this Agreement and shall be treated the same as original signatures on original documents.
CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EQUIPMENT PURCHASE AGREEMENT AND THAT THESE TERMS AND CONDITIONS SHALL GOVERN THE PARTIES.
Exhibit A
Description of Equipment:
The Customer may have one or more of the following types of Equipment:
Datalogic Skorpio (RapidInventory Configuration)
Datamax 4200 (RapidInventory Configuration)
D-Link 3200 (RapidInventory Configuration)
Hip Holster (For Datalogic Skorpio)
Purchase Price:
The Standard Purchase Price for one unit of the Equipment is:
Datalogic Skorpio (RapidInventory Configuration) - $2000, includes a 3 year comprehensive manufacturer service agreement
Datamax 4200 (RapidInventory Configuration) - $1700, includes a 3 year manufacturer service agreement.
D-Link 3200 (RapidInventory Configuration) - $295, includes a 1 year manufacturer warranty.
Hip Holster (For Datalogic Skorpio) - $95
Revision 09112025
Best inventory management software for Quickbooks Desktop
