JBC VOIP EQUIPMENT ADDENDUM
This Addendum is appended to, a part of and subject to the agreement for Services between you (“you” or “Customer”) and J&B Communications of IL, Inc., doing business as JBC Voip (“JBC,” “we,” or “us”) and the Terms of Service posted in JBC’s online “Legal Center” at www.JBC.com (the “Agreement”). Capitalized terms not otherwise defined herein will have the meanings attributed to them in the Agreement.
ORDERS. Except as otherwise stated in the Agreement or agreed by JBC in writing, as part of the Service terms, Customer must order JBC approved VoIP equipment (“Equipment”) for lease from JBC when submitting its Customer Service Order. JBC may make changes to Equipment or modify the drawings and specifications relating to Equipment, or substitute Equipment of later design, provided that the changes do not adversely and materially impact Equipment form, fit or function.
DELIVERY AND INSTALLATION. Customer must install the Equipment in accordance with all JBC installation instructions and documentation, which shall be provided with the Equipment. In the event that certain equipment requires installation by JBC, Customer shall provide JBC with reasonable access to the Customer Premises during Customer’s normal business hours.
LEASE TERM. The term of Customer’s lease of the Equipment (the “Equipment Lease Term”) will commence on date on which JBC delivers the Equipment to a carrier for shipment to Customer, and shall continue conterminously with the term of the Service with which the Equipment will be used.
TERMINATION. JBC may terminate this lease in whole or in part if Customer (a) fails to pay any amount owed hereunder or under the Agreement and such failure is not cured within ten (10) days’ notice of such failure from JBC to Customer; (b) commences or is the subject of any proceeding seeking any reorganization, liquidation, dissolution, receivership, insolvency or any other debtor relief generally under any present or future law, statute, or regulation, unless Customer obtains dismissal of such proceeding within thirty (30) days; or (c) Customer encumbers, pledges, or otherwise conveys or transfers the Equipment, or any portion thereof, to a third party. JBC may also terminate the lease of any item(s) of Equipment if it is required to return or discontinue Equipment by an entity leasing such Equipment to JBC. Either party may terminate this lease on thirty (30) day’s prior written notice to the other; provided, that if Customer terminates this lease, it shall pay JBC all amounts due and owing under this lease, plus all rental amounts for the remainder of any fixed Equipment Lease Term, and unless JBC otherwise agrees, Customer shall also be deemed to have terminated the Service which was provided using the Equipment.
CHARGES. The rental and other costs for the Equipment shall be those on your Customer Service Order or as may be posted on JBC’s website from time to time. Such rental and other costs are exclusive of applicable Taxes and Regulatory Fees, which Taxes and Regulatory Fees shall be separately invoiced to Customer. Unless otherwise stated therein or in the applicable Customer Service Order, Equipment rental charges shall be invoiced monthly in advance and payable in accordance with the Agreement. Customer acknowledges that certain Equipment may be leased by JBC and subleased to Customer, and that JBC’s lessor(s) may increase the charges associated with such Equipment from time to time. Customer therefore agrees that JBC may pass through to Customer, and Customer shall pay, any increase imposed by JBC’s lessor(s).
INSURANCE. The risk of loss of, damage to, or destruction of the Equipment shall be borne by Customer. Lessee shall maintain at all times during the Equipment Lease Term, at its own expense, commercial general liability insurance against loss or damage to the Equipment, including, without limitation, loss by fire and hazard (including so- called “all risks and extended coverage”, including windstorms), and theft, in such amounts that shall not be, at any point in time, less than the greater of the full costs that the Customer would be obligated to pay to replace the Equipment (“Replacement Value”).
JBC shall be named as an additional insured and loss payee under such policies of insurance. Customer shall furnish to JBC a certificate of insurance or other evidence reasonably satisfactory to JBC that such insurance coverage is in effect and which includes a stipulation that coverages will not be cancelled or diminished without at least ten (10) days prior written notice to JBC; provided, however, that JBC shall be under no duty either to ascertain the existence of or to examine any such insurance policy or to advise Customer in the event such insurance coverage shall not comply with the requirements hereof.
In the event that the Equipment shall be or become lost, stolen, destroyed, irreparably damaged, or shall be requisitioned or taken over by any governmental authority under the power of eminent domain or otherwise during the Equipment Lease Term (any such occurrence being herein called a “Casualty Occurrence”), Customer shall, upon obtaining knowledge of such Casualty Occurrence, promptly provide written notice to JBC. On the payment date for next succeeding the Casualty Occurrence, Customer shall pay to JBC an amount equal to the rent and other charges due on such date plus any other rentals or sums then currently or past due related to such Equipment, plus an amount equal to the Replacement Value of the Equipment, at which time the Equipment Lease Term for such Equipment shall be terminated and no further rent shall be due from Lessee. If the loss exceeds any applicable deductible and Customer files a claim for the Casualty Occurrence in accordance with insurer’s policy terms and proper filing is evidenced to JBC, Customer may continue to pay the rental and other sums due under this lease for such Equipment and defer paying the Replacement Value of such Equipment until the insurer pays the insurance claim to the loss payees and/or additional insureds or rejects it. In any settlement under this Section, Customer shall be entitled to a credit (not to exceed the Replacement Value actually paid by the Lessee), for the amount of any proceeds of any insurance or award actually received by JBC on account of the Casualty Occurrence.
ACCESS TO AND USE OF THE EQUIPMENT. During the Equipment Lease Term, Customer shall immediately notify JBC of any changes in the location of any Equipment leased hereunder. JBC and/or its lessor(s) shall have the right to access the Customer Premises or other location where the Equipment is located during Customer’s normal business hours, upon reasonable advance notice to Customer, for purposes of inspection, maintenance, replacement or repossession of such Equipment. Customer shall at all times during the Equipment Lease Term maintain the Equipment in good operating condition, reasonable wear and tear excepted, and in accordance with all documentation and instructions provided by JBC. Customer shall protect the Equipment from tampering, theft, fire, casualty, damage, abuse, and/or unauthorized access.
REPLACEMENT OF EQUIPMENT. In the event that JBC determines, in its sole discretion, to replace Equipment with newer or different models, it shall provide notice to the Customer of such decision, along with information regarding the delivery of new Equipment and instructions for the return of existing Equipment. Customer agrees that it will comply with such instructions from JBC.
RETURN OF EQUIPMENT. Upon the termination or expiration for any reason of the Service term for the Service with which the Equipment is used, the Equipment Lease Term will terminate. Unless Customer has purchased the Equipment as provided for in the Agreement, Customer shall immediately upon such termination return the Equipment to JBC at the address designated by JBC, at Customer’s expense, in the same condition as the Equipment was provided to Customer, reasonable wear and tear excepted. In the event that JBC requires access to the Customer Premises to deinstall and retrieve any Equipment, Customer shall provide JBC with access to the Customer Premises during Customer’s normal business hours. If Customer fails to return Equipment upon termination or expiration of the Equipment Lease Term or to permit JBC access to retrieve the Equipment, or if Customer returns the Equipment in other than the condition as it was provided to Customer, reasonable wear and tear excepted, then at JBC’s election, Customer shall be responsible for rental fees for all such Equipment at JBC’s then-current rates, plus all applicable Taxes and Regulatory Fees until the return of the Equipment as required by this Section, or Customer may be deemed to have purchased the Equipment, in which event Customer shall pay to JBC the amounts invoiced by JBC in accordance with the Agreement.
JBC Equipment Warranty/Exclusions and Disclaimers: Customer recognizes that JBC is a reseller or sublessor of the Equipment (“Third Party Products”). JBC provides these Third Party Products on an “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, unless JBC specifies otherwise. However, such Third Party Products may carry their own warranties and JBC shall use commercially reasonable efforts to pass through to Customer any such warranties to the extent authorized. Exercise of such warranty shall be directly between Customer and the third party provider. “Third Party Products” means any products made by a party other than JBC, and may include, without limitation, products ordered by Customer from third parties. EXCEPT AS REFERENCED AND LIMITED IN THIS SECTION, NEITHER JBC NOR ITS LICENSORS OR SUPPLIERS MAKES ANY EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE EQUIPMENT. JBC DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF EQUIPMENT OR THAT THE EQUIPMENT WILL PREVENT TOLL FRAUD. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JBC DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES RELATED TO THE EQUIPMENT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE WARRANTY REMEDIES EXPRESSLY REFERENCED HEREIN WILL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES RELATED TO THE EQUIPMENT.