1.0 Overview

Sound’s Loaner/Rental Equipment Program (the Program) is a value-add service available to our customers covered under a Sound Assurance Premier (SAP) Warranty that provides temporary access to replacement equipment while our customers covered equipment is being evaluated or repaired and minimizes the amount of time our customers’ business is impacted when seeking service under their SAP Warranty.

2.0 Loaner/Rental Program Benefits

3.0 Loaner/Rental Program Policies

Prior to shipping any loaner/rental equipment, the following conditions must be fulfilled:

• o A Sound Support Engineer must have:
  • confirmed that Customer’s equipment is eligible for participation in Sound’s Loaner/Rental Program;
  • confirmed that Customer’s eligible covered equipment is not operating properly in accordance with the applicable manufacturer protocols; and
  • issued a Sound RMA number.
• Customer must provide to Sound:
  • a signed Loaner/Rental Program Confirmation and Authorization Form;
  • confirmation that Customer has on file with Sound a valid credit card authorization form for any charges associated with the Loaner/Rental Program; and
  • confirmation of shipping address for the loaner/rental equipment (Note: P.O. Box addresses are NOT accepted for delivery. Customer must provide Sound with a physical address).

4.0 Shipping Terms

• Sound will make reasonable efforts to ship loaner/rental equipment (if available) within 1 business days of Sound’s receipt from Customer of an executed Sound Loaner/Rental Program Agreement.
• Customer is required to promptly ship Customer’s covered equipment to Sound’s designated facility within 2 business days of Customer’s receipt of Sound loaner/rental equipment using the packaging and shipping labels provided by Sound with the Sound loaner/rental equipment.
• Sound shall provide Customer with shipping labels for the shipping of covered equipment and/or loaner/rental equipment on Sound’s account; provided, however, that Customer shall be responsible for a $200.00 shipping charge in connection with the shipping of any equine equipment.
• Customer must return Sound loaner/rental equipment within 2 business days of (i) Customer’s receipt of Customer’s equipment or replacement equipment, or (ii) request by Sound. Sound loaner/rental equipment not returned within this time frame will be subject to a daily rental fee at Sound’s standard rental rates. Customer must ship the loaner/rental equipment back to Sound, in the packaging provided with the loaner/rental equipment. If the packaging is damaged during shipping, Customer must promptly inform Sound of any damage and request replacement packaging from Sound to ensure safe return shipment.
• Customer must use the shipping labels provided by Sound. Sound is not responsible for any shipping costs incurred by Customers using other means of shipping.

5.0 Non-Warranty Damage

Not all repairs are covered under Customer’s SAP Warranty, if any defect in the covered equipment is determined to have been caused by misuse, neglect, accident, abuse, improper repair, alteration or modification by Customer, or any act in violation of the original selling conditions of the covered equipment by manufacturer or Sound, any required repairs will not be covered by the manufacturer’s warranty or the SAP Warranty. In such event:

• Customer will be provided a quote for repair of the equipment and Customer will have up to 2 business days to elect to:
  • Have the equipment repaired at the quoted price; or
  • Have the equipment returned to Customer’s location.

If Customer either (i) fails to respond within the 2 business day period, or (ii) fails to ship the loaner/rental equipment back to Sound in the packaging provided within 5-days following receipt of the returned equipment/component, then Customer’s account or credit card will be charged the then applicable Sound List Price and the original warranty will be cancelled.

6.0 Rental Fees

For loaner equipment, Customer will be charged a daily rental fee at Sound’s standard rental rates for each day (a) Sound does not receive Customer’s equipment commencing with the 3rd business day following Customer’s receipt of the Sound loaner equipment, (b) the Sound loaner equipment has not been returned to Sound’s designated facility commencing with the 3rd business day following Customer’s receipt of Customer’s equipment or replacement equipment, (c) if, non-warranty repairs are not authorized by Customer, or Customer otherwise fails to respond to Sound’s request for repair authorization, within 2 business days, or (d) the Sound loaner equipment has not been returned to Sound’s designated facility commencing with the 3rd business day following Customer’s receipt of Sound’s request. Customer’s account or credit card will be charged daily for all applicable rental fees.

7.0 Missing Components

If Customer fails to return the complete loaner/rental equipment to Sound, Customer will be notified to ship the missing parts to Sound at Customer’s cost within 5-days. A failure to do so will permit Sound to charge the cost of missing components to Customer’s account or credit card. This charge is not refundable for delayed returns.

8.0 Additional Terms and Conditions

8.1. Title. Nothing contained herein shall give or convey to Customer any right, title or interest in or to any Sound loaner/rental equipment, or any additions, upgrades, accessions or improvements thereto, and all Sound loaner/rental equipment is and at all times shall remain the sole and exclusive property of Sound. Customer shall, at Customer’s sole cost and expense: (a) defend and protect the ownership of, title to, and interest in the Sound loaner/rental equipment of Sound and its successors and assigns, against all parties claiming against or through Customer; (b) keep the Sound loaner/rental equipment free and clear of all liens and encumbrances; and (c) give Sound prompt written notice of any legal process, liens, claims, demands and encumbrances made by any party with respect to the Sound loaner/rental equipment.

8.2. Care, Use, and Maintenance. Customer agrees that (i) the Sound loaner/rental equipment will be used by Customer solely in the conduct of its business and in a manner complying with all applicable laws, regulations and insurance policies; (ii) Customer will not move any Sound loaner/rental equipment from the address to which the Sound loaner/rental equipment was delivered by Sound, without the prior written consent of Sound; (iii) Customer shall at its sole expense maintain the Sound loaner/rental equipment in good operating order and repair, normal wear and tear excepted and also maintain the Sound loaner/rental equipment in accordance with manufacturer’s recommendations; (iv) Customer shall not (A) part with possession of or control over the Sound loaner/rental equipment, other than to Sound or its representatives, (B) permit any other entity or person other than Customer and Customer’s qualified employees to operate the Sound loaner/rental equipment, (C) permit any party to repair or service the Sound loaner/rental equipment, or (D) make any alterations or modifications to the Sound loaner/rental equipment, (E) attach or install anything on any Sound loaner/rental equipment that will impair the originally intended function or use of such Equipment, or (F) attach any Sound loaner/rental equipment to any other personal or real property.

8.3. Risk of Loss or Damage. Customer assumes all risks of loss or damage to the Sound loaner/rental equipment from any cause. In the event of damage to or loss, destruction or theft of the Sound loaner/rental equipment, whether in whole or in part, Customer will pay to Sound the replacement value of such Sound loaner/rental equipment (except to the extent that Sound receives proceeds of insurance covering such Sound loaner/rental equipment). If any Sound loaner/rental equipment is lost, stolen, damaged, or is involved in an accident causing personal injury or property damage, Customer will promptly and fully report the event to Sound in writing.

8.4. Return of Equipment. Customer shall arrange for the return of the Sound loaner/rental equipment using the packaging and shipping labels provided by Sound as specified herein. All Sound loaner/rental equipment shall be returned to Sound in the same condition and appearance as when received by Customer (reasonable wear and tear excepted) and in good working order and condition, or repair charges will be assessed at Sound’s standard rates.

8.5. Taxes. Any rental fees for Sound loaner/rental equipment exclude all taxes, including without limitation sales, excise or use tax. Customer shall pay all sales, use, ad valorem, excise and/or any other taxes imposed on either party in connection with Customer’s use of Sound loaner/rental equipment, except for taxes based on Sound’s net income. Sound will invoice Customer for any taxes Sound is legally obligated to collect from Customer.

8.6. Finance Charge/Costs of Collection. Any amount not paid when due shall accrue a late charge at a rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per year), or the maximum rate provided by law, whichever is less. If Customer is delinquent in paying any amount owed to Sound by more than thirty (30) days, then without limiting any other rights and remedies available to Sound under the law, in equity, or under contract, Sound may (i) suspend provision of services under Customer’s SAP Warranty until all outstanding amounts are paid, or (ii) by notice to Customer, treat such delinquency as a repudiation by Customer of the portion of the SAP Warranty not then fully performed, whereupon Sound may cancel all further obligations of Sound under Customer’s SAP Warranty.

8.7. Limited Warranty. Except as expressly represented otherwise in this Agreement, all Sound loaner/rental equipment is provided on as “AS IS” basis, without warranty of any kind, whether express, implied, statutory or otherwise, especially with respect to quality, reliability, condition, usefulness, sufficiency and merchantability. ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED BY SOUND. NO ORAL OR WRITTEN INFORMATION PROVIDED BY SOUND SHALL CREATE A WARRANTY UNLESS INCORPORATED INTO THIS AGREEMENT.

8.8. Limitation of Liability. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES RELATED TO THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST BUSINESS PROFITS, LOSS OF DATA, INTERRUPTION IN USE OF EQUIPMENT OR UNAVAILABILITY OF DATA), INCLUDING CLAIMS OF ANY THIRD PARTY. SOUND’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY SHALL BE FOR SOUND TO REFUND ANY RENTAL FEES PAID BY CUSTOMER IN FULL SATISFACTION OF SOUND’S OBLIGATIONS UNDER THIS PROGRAM.

8.9. Indemnification. Customer shall defend, hold harmless and indemnify Sound and its successors and assigns against any liability, claim, demand, cause of action, cost or expense (including, without limitation, attorney and other professional fees and disbursements) arising out of the use of the Sound loaner/rental equipment (including, but not limited to, as a result of death, bodily injury, personal injury or property damage).

8.10. Governing Law; Dispute Resolution. The Sound Loaner/Rental Equipment Program is to be governed by and construed in accordance with the internal laws of the State of California, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of California. Any claim or controversy arising out of or relating to the Sound Loaner/Rental Equipment Program must be submitted and settled as follows: A party with a claim must inform the other party of such claim in writing and the parties shall for a period of not less than 30-days attempt to resolve any such claim. If the parties agree not able to resolve any dispute by the end of the 30-day period, the dispute will be submitted to binding arbitration before the American Arbitration Association (“AAA”) in accordance with the AAA’s Commercial Arbitration Rules then in effect. The arbitration shall be conducted in San Diego, California. The law applicable to the arbitration, including the administration and enforcement thereof, is the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended from time to time. The cost of the arbitration, including the fees and expenses of the arbitrator(s), will be shared equally by the parties, with each party paying its own attorneys’ fees. The arbitrator(s) will have the authority to apportion liability between the parties, but will not have the authority to award any damages not available under these Agreement. The arbitration award will be presented to the parties in writing, and upon the request of either party, will include findings of fact and conclusions of law. The award may be confirmed and enforced in any court of competent jurisdiction. Any post-award proceedings will be governed by the Federal Arbitration Act.

8.11. Force Majeure. Sound shall not be liable for any damages or delays caused by or in any manner arising from fires, floods, accidents, riots, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, any shortage of labor, fuel, power, materials or supplies, transportation delays, delays in deliveries by Sound’s vendors or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond Sound’s control.

8.12. Waiver. No failure and no delay in exercising, on the part of any party, any right the Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right preclude the further exercise of any other right. No course of dealing or course of performance may be used to evidence a waiver or limitation of Customer’s obligations.