Equipment Placement Agreement.

Section 1 — Term and termination

The Agreement commences on the Effective Date and remains in effect for 36 months, renewing automatically for successive 12-month terms unless either Party gives written notice at least 30 days before the end of the current term. Either Party may terminate immediately for an uncured material breach, or upon the other Party's insolvency, bankruptcy or cessation of business.

1.2.3 — If the payment processing agreement associated with the placed Equipment is terminated for any reason, this Agreement terminates concurrently and the Equipment must be returned in accordance with Section 2.2. A termination fee of $500.00 or the placement fees for the remaining months of the term — whichever is greater — is assessed upon termination. The Parties agree this amount is a reasonable estimate of the Equipment Owner's damages and constitutes liquidated damages, not a penalty, and is in addition to any amounts owed under Section 2.3.

Section 2 — Ownership and placement

The Equipment, including all hardware, firmware, embedded software and related intellectual property, remains the exclusive property of the Equipment Owner. The Client receives only a limited right of use and must return the Equipment immediately upon demand, expiration or termination, in the condition received apart from ordinary wear and tear.

2.3 — If any piece of Equipment is not returned, or is returned significantly damaged beyond reasonable wear and tear, the Client is billed the full replacement cost of that Equipment plus a $500.00 deconversion fee for each piece not returned or returned damaged.

Section 3 — Use of the equipment

The Equipment is used solely for the stated purpose and only in the ordinary course of the Client's business. No subleasing, lending, pledging, off-site relocation or third-party use without prior written consent. No reverse engineering, modification, tampering or interference with the Equipment or the data it processes.

Section 4 — Placement fee

The Client pays $0.00 per month, billed with the monthly processing statement. Where the fee is $0.00, the Equipment is placed at no cost for as long as the Client maintains active processing through the Equipment Owner.

Section 5 — Representations and warranties

The Client safeguards the Equipment, limits use to authorized staff, performs routine care, stores it securely, leaves all serial numbers and proprietary notices intact, and covers the replacement cost of lost, stolen or damaged Equipment. The Equipment Owner warrants that it has authority to enter this Agreement, holds good title or the lawful right to place the Equipment, and delivers it in good working order.

Section 6 — General provisions

The Parties are independent contractors; nothing creates a partnership, joint venture or agency. Each Party indemnifies the other for losses arising from its own acts or omissions. Headings are for convenience only. Invalid provisions are severed and the remainder stays in effect. This Agreement is governed by the laws of the State of Ohio, and any proceeding must be brought in a court located there.

The downloaded PDF contains the full agreement text in numbered clauses.