This Equipment Rental Agreement (hereinafter referred to as the "Agreement") is made by and between Spruce Environmental Technologies, Inc. d/b/a RadonAway ("hereinafter referred to as "RadonAway"), a Massachusetts corporation, having its principal place of business at 3 Saber Way, Ward Hill, MA 01835, and Customer, with regard to the rental of that certain radon monitoring equipment and related accessories owned by RadonAway (hereinafter referred to as the "Equipment") as detailed on the Counterpart Agreement incorporated herein by this reference. 

In consideration of the mutual exchange of promises, and for other good and valuable consideration, RadonAway and Customer, agree as follows:

1. RENTAL PERIOD. Equipment is rented initially for a period of ninety (90) days and thereafter on a monthly basis. The rental period shall commence on the date RadonAway ships the Equipment to the Customer and shall in all cases extend until the date Equipment is received at the RadonAway facility in Ward Hill, MA.

2. RENTAL CHARGES. Customer shall pay to RadonAway, a monthly prepaid rental charge for the use of the Equipment, plus any sales or use tax imposed thereon, detailed on the Counterpart Agreement.  The first monthly prepaid rental charge shall be due upon execution of this Agreement.  The monthly prepaid rental charges shall continue to be due each month thereafter on the date provided in the Counterpart Agreement.  Monthly rent may be changed by RadonAway with 30 days advance notice to Customer.  Should the rent or any part thereof remain unpaid thirty days past its due date, Customer shall pay to RadonAway interest on such arrears at the rate of eighteen percent (18%) per annum from the date of default until the arrearage shall be paid, together with all reasonable collection charges and expenses.  These charges shall be in addition to all other remedies at law or in equity which AccuStar may have against Customer for default in the payment of rent.

3. SHIPPING and HANDLING. All Equipment is provided FOB Ward Hill, MA. Shipment will be made as specified by Customer and at Customer’s expense.

4. TAXES Customer shall pay all taxes and other governmental charges assessed in connection with the rental, use or possession of the Equipment including, without limitation, all sales and/or use taxes and personal property taxes.

5. OWNERSHIP and USE
1. At all times, the Equipment shall be the sole and exclusive property of RadonAway and is provided to Customer solely on a rental basis. Customer shall have no rights or property interest in the Equipment, except for the right to use it in the normal operation of the business of Customer and such right shall continue only during the period in which rental charges to RadonAway are current.
2. In the event a rental charge is more than thirty (30) days overdue, RadonAway shall have the right to render the Equipment nonoperational. The Equipment shall not become operational until all unpaid rental charges and costs of collection have been paid in full.
3. Customer shall pay, and shall indemnify RadonAway from, any and all sales and/or use taxes, fees for permits, registrations, permits and any other certificates required for the lawful operation of the Equipment.
4. Customer shall cause the Equipment to be operated only in accordance with RadonAway’s manual of instructions, by competent and qualified personnel. Customer shall not allow the Equipment to be used in a manner that violates any applicable law, rule or regulation.  Customer shall indemnify RadonAway for any failure to comply with this provision.
5. Customer shall bear the entire risk of loss, damage, theft, destruction or material damage of the Equipment from any cause whatsoever and upon the happening of any of such events, Customer shall pay to RadonAway on demand, the then current list price of the Equipment or, in the case of material damage, the cost to RadonAway of restoring such Equipment, with all such costs to be paid immediately upon invoice.
6. The Customer shall, upon receipt of the Equipment as provided on the Counterparty Agreement, or upon receipt of the Equipment after repair or recalibration by RadonAway, acknowledge receipt of the Equipment. Customer’s failure to so notify RadonAway within thirty (30) days of receipt of the Equipment shall be deemed a confirmation hereunder of Customer’s receipt and acceptance.
7. Customer has the option to purchase the Equipment at any time during the term of this Agreement. Customer should contact Customer Service to request the conversion cost for the Equipment.

6. SERVICE and REPAIR. Customer shall keep the Equipment in good condition and, at its own cost, return any non-working equipment to RadonAway for repair or replacement. Customer shall not attempt to repair RadonAway Equipment. Customer shall call RadonAway’s customer service for operating assistance and/or return instructions.   All Equipment rentals include an annual calibration service and access to the Radon Management Cloud Service. Factory calibrated and certified replacement Equipment will be sent to Customer with instructions to return the Equipment that the Customer is currently using.

7. INSURANCE. Customer, at its own cost and expense, shall insure its interest in the Equipment as it deems appropriate, and any and all policies of insurance shall provide for payment of all losses to RadonAway.   RadonAway reserves the right to require the Customer to verify evidence of such insurance.

8. INDEMNIFICATION of RADONAWAY. Customer assumes liability for and shall indemnify, protect, save and keep harmless RadonAway, its officers, agents and servants from and against all losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including legal expenses of any kind and nature imposed upon, incurred by, or asserted against RadonAway in any way relating to or arising out of this rental or of the use of the Equipment. The indemnity contained in this Paragraph 8 shall be unlimited and shall continue in full force and effect, notwithstanding the termination of this rental.

9. RETURNS. Equipment shall be returned to RadonAway by insured shipment to its facility at Ward Hill, MA. Customer shall return Equipment to RadonAway in good operating condition, normal wear and tear excepted. Customer shall properly pack for shipment all Equipment being returned in its original shipping containers and shall be responsible for any damage caused during return shipment.

10. REMEDIES and BREACH Upon the occurrence of any failure of Customer to timely pay the rental charge due each month for said Equipment or upon the occurrence of any other default hereunder, or at any time afterwards so long as such failure or default continues, RadonAway may, at its option and without notice to Customer, declare this Agreement to be in default and may exercise one or more of the following remedies, to the extent available, permitted by, and subject to any mandatory requirements of applicable law: 
1. demand that Customer immediately return the Equipment to RadonAway in the manner specified by written notice, which demand will be effective on delivery;
2. proceed by appropriate court action or actions, either at law or in equity, to enforce performance by Customer of the applicable covenants of this Agreement and to obtain relief that the court considers appropriate for the breach;
3. terminate this Agreement by written notice, which will be effective upon delivery.

11. WARRANTY
1. RadonAway warrants to Customer only that Equipment is in good working condition upon shipment to Customer. RADONAWAY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT OTHER THAN AS PROVIDED HEREIN AND RADONAWAY SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  CUSTOMER ACKNOWLEDGES THAT CUSTOMER IS RENTING THE EQUIPMENT FROM RADONAWAY ON AN “AS IS” BASIS.  However, to the extent that the Equipment is still subject to the RadonAway standard limited warranty and to the extent said limited warranty is assignable, RadonAway assigns to Customer all of its rights and remedies under that warranty or warranties. 
2. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  In no event will RadonAway be liable for any special, incidental, or consequential damages based on breach of warranty, breach of contract, negligence, strict tort, or any other legal theory.  Damages that RadonAway will not be responsible for include, but are not limited to, loss of profits; loss of savings or revenue; loss of use of the Equipment or any associated equipment; cost of capital; cost of any substitute equipment, facilities, or services; downtime; the claims of third parties including customers; and injury to property or person.
3. Any action for breach of the foregoing limited warranty must be commenced within twelve (12) months following delivery of the Equipment to Customer.

12. GUARANTY. If Customer is not an individual or sole proprietorship, the Individual Guaranty executed on the Counterpart Agreement is incorporated herein by reference.

12. CHANGES TO TERMS AND CONDITIONS. RadonAway may change these Terms and Conditions by posting these changes online at https://www.radonaway.com/radstar-equipment-rental-agreement. Please review these Terms and Conditions regularly to ensure that you are aware of any changes that are made.

12. MISCELLANEOUS. All notices to either party shall be sent to the address as provided in the Counterpart Agreement. This Agreement contains the entire understanding of the parties, shall supersede any other oral or written agreements, and shall be binding upon, or inure to the benefit of, the parties’ successors and assigns. It may not be modified in any way without the written consent of both parties. Customer shall not have the right to assign this Agreement in whole or in part without Company’s written consent. This Agreement shall be construed, and all the right, powers and liabilities of the parties hereunder shall be determined, in accordance with the laws of the Commonwealth of Massachusetts.