Rental Terms and Conditions

1. RENT: Customer agrees to pay rent at the rates specified above for the rental of the Equipment indicated. All payments are due 30 days from the date of invoice. A rental period begins when the Equipment is delivered to the Customer and ends on the earlier of either the date Customer requests that the Equipment be picked up or the date the Equipment is actually picked up.

2. COMMENCEMENT DATE: Week of Delivery, Extension of rental period will be billed on a per month needed basis. This Agreement shall be deemed null and void unless signed by authorized representatives of both parties on or before Delivery.

3. Equipment Location. Equipment shall be delivered to the “Location of Equipment” shown on the first page hereof and shall not be removed from the location without Soma Technology written consent. If no locations specified, the Customer’s billing address shall be deemed the “Location of Equipment.” Soma Technology shall have the right to inspect the Equipment at any reasonable time. Customer, upon request of Soma Technology, shall promptly make any items of Equipment available for periodic maintenance, upgrade or repair as necessary.

4. Disputed Invoices. If Customer disputes any matter on an invoice received from Soma Technology (i.e. incorrect rental rate, incorrect delivery or pickup date, etc. ) that dispute must be submitted in writing to Soma Technology within 30 days of the date of the invoice. Failure to submit such a dispute within this timeframe shall be deemed an admission by Customer that the invoice is correct.

5. Ownership; Personal Property. Title to the Equipment shall remain with SOMA TECHNOLOGY at all times and Customer has no right or interest in it except as expressly set forth herein. Customer shall keep the Equipment free and clear of all security interests, liens and encumbrances. The Equipment is and shall at all times remain personal property or improvements thereon. Customer shall bear all risk of loss, theft, damage or destruction of the Equipment from the time the Equipment to delivered to Customer until it is returned to SOMA TECHNOLOGY. The Equipment shall be returned to SOMA TECHNOLOGY when the rental term has ended in the same condition as when originally rented, reasonable wear and tear excepted. If any Equipment is lost, Customer shall pay to SOMA TECHNOLOGY an amount equal to the Fair Market Value of the Equipment, as reasonably determined by SOMA TECHNOLOGY, regardless of the length of time the Equipment has been on rent.

6. Taxes. Customer shall pay all charges and taxes (local, state, and federal) incurred with respect to the Equipment which may now or hereafter be imposed or levied upon the rental, possession or use of the Equipment, excluding, however, all taxes on or measured by SOMA TECHNOLOGY’s income.

7. Assignment; Offset. Customer may not assign, transfer, or sublet any interest in this Equipment Rental Agreement or the Equipment without SOMA TECHNOLOGY’s prior written consent. SOMA TECHNOLOGY may assign this Rental Agreement or grant a security interest or other lien on the Equipment, or both in whole or in part at any time without notice to Customer. Customer shall not assert against assignee any defenses, counterclaims, or offsets Customer may have against SOMA TECHNOLOGY.

8. Late Payment Charges Interest. Customer shall pay interest on any late payment from the due date thereof until the date paid at the lesser of 1-1/2% per month or the maximum rate allowed by law.

9. Default. Without prejudice to SOMA TECHNOLOGY’s other remedies at law, in equity, or otherwise provided herein, if Customer fails to pay when due any amount required herein or under any other rental agreement or other agreement with SOMA TECHNOLOGY, or if Customer fails to perform any other obligation hereunder or thereunder and such failure continues for ten days or more, SOMA TECHNOLOGY shall have the right to exercise any one or more of the following remedies:

A. SOMA TECHNOLOGY may take possession of any or all items of Equipment, which possession shall not terminate Customer’s obligations under this Rental Agreement; and/or

B. SOMA TECHNOLOGY may recover from Customer, with respect to any and all items of Equipment, and with or without repossessing Equipment, the sum of all Rental Payments and other amounts due.

10. Expenses and Attorney’s Fees. Customer shall pay SOMA TECHNOLOGY all costs and expenses, including reasonable attorney’s fees, SOMA TECHNOLOGY incurs in enforcing any of the terms, conditions, or provisions hereof.

11. Insurance. Customer will maintain physical damage and liability insurance covering the Equipment in the name SOMA TECHNOLOGY and Customer in such amounts and in such form as Customer would in the prudent management of its properties maintain with respect to similar equipment owned by it. In all events, Customer will maintain insurance against all risks of physical damage to the Equipment as provided under a standard all-risk policy in an amount not less than the replacement value of the Equipment. Each such insurance policy shall provide that the proceeds thereof will be payable to SOMA TECHNOLOGY and Customer as their respective interests shall appear and that the insurer will give SOMA TECHNOLOGY at least 20 days prior written a notice of any alteration in the terms of such policy or the cancellation thereof. Customer shall, at SOMA TECHNOLOGY’s request, furnish a certificate of insurance evidencing such coverage.

12. Indemnification; Compliance with Laws. Customer hereby agrees to indemnify, defend and hold harmless SOMA TECHNOLOGY, its officers, directors, employees and agents from any and all claims, liabilities, damages or expenses, including reasonable attorney’s fees and costs, arising from Customer’s use of the Equipment except in situations where such claims arise solely out of SOMA TECHNOLOGY’s negligence. Customer agrees to comply with all federal, state and local laws and regulations (“Laws”) as such Laws relate to this Agreement, including but not limited to any requirement Customer may have to fully and accurately report to the Department of Health and Human Services or any state agency any discount provided to Customer by SOMA TECHNOLOGY.

13. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Connecticut. Exclusive jurisdiction with respect to any dispute pursuant to this agreement shall be either in federal court or state court in Hartford County, Connecticut.

14. Shipping. All shipping charges are borne by the customer and billed in the first and last rental month. For long-term rental contracts, SOMA TECHNOLOGY may agree to pay shipping and handling charges.

15. Miscellaneous. This instrument constitutes the entire agreement between the parties as to the subject matter contained herein, and it shall not be amended, altered, or changed, except by a written agreement signed by the parties hereto. No provision of this Equipment Rental Agreement can be waived except by SOMA TECHNOLOGY’s written consent. If more that one renter is named in the Rental Agreement, liability shall be joint and several. If SOMA TECHNOLOGY so requests, Customer shall execute such documents as SOMA TECHNOLOGY shall request or require and Customer authorizes SOMA TECHNOLOGY to do all other acts which SOMA TECHNOLOGY may resonalbly deem necessary to protech SOMA TECHNOLOGY’s interest hereunder, Customer acknowledge that its signatory to this agreement has been fully authorized to sign this Agreement on behalf of Customer.