IRIDIUM SATELLITE RENTAL TERMS AND CONDITIONS:
USTRONICS (USTRONICS. INC) and the customer ("Customer") hereby agree to the following terms and conditions with respect to the provisions by USTRONICS to the Customer of the satellite Phone, and peripheral equipment, which are identified and/or described in the Satellite phone Rental Agreement, attached to these terms and conditions.
SIGNATURE
1. By checking in the Terms and Conditions agreement box, the Customer who
either is an individual or representative of an entity, indicates that he/she
fully read and understands the agreement, which represents and warrants that
the individual has been properly authorized and empowered to enter into the
agreement on behalf of himself/herself or the respected entity that he/she
represents.
DELIVERY
OF SATELLITE TERMINAL AND EQUIPMENT
2. USTRONICS will deliver the satellite phones and equipment, at its own risk,
to the address designated by the customer.
3. USTRONICS will use reasonable effort to deliver satellite phones and equipment
by the requested delivery date but it shall not incur any liability to the
Customer in the event of any delay caused by forces and/or other circumstances
beyond its control.
4. The Customer will accept the satellite and equipment when delivered on
or before the delivery date, and if for any reason the Customer fails to accept
the package when delivered on or before such date the Customer shall nevertheless
be liable for the stated Rental Charge in full, and for the proper and timely
return of the satellite phone and equipment to USTRONICS.
CHARGES
5. The Customer will pay the rental charge from the delivery date until the
end of the rental period or the date all of the equipment specified in the
rental agreement are returned to and accepted by USTRONICS, whichever is later.
Satellite phone and equipment rental charges apply to full days and fractions
thereof.
6. The Customer will pay charges for all calls made on the satellite phone
after delivery and until it is returned to and accepted by USTRONICS or by
one of its representatives. USTRONICS may increase the call charges as and
when it deems appropriate. However, USTRONICS will attempt to provide the
Customer with reasonable notice of any impending change as soon as it becomes
practically possible.
7. The Customer shall be billed at least one (1) minute of airtime for each
outgoing, completed, incomplete or attempted call, in accordance with satellite
billing practices or by written agreement.
8. The Customer is responsible for phone service and airtime charges during
the entire period that the satellite phone and equipment are rented whether
or not the Customer personally makes the calls for which the charges are imposed.
9. USTRONICS is entitled to bill the Customer, on a delayed basis, at any
time after the satellite phone and equipment have been returned for any and
all charges for which the Customer shall be responsible pursuant hereto, whether
or not USTRONICS is aware of such charges at the time of the return of the
equipment. All charges and other amounts billed pursuant to this agreement
are payable by the Customer at the end of the agreed upon rental period as
set forth in these terms and conditions, or if not computed at the end of
rental period, then upon demand mailed or faxed by USTRONICS to the Customer.
10. Rates Per minute charges:
* All calls originated from Iridium satellite phone to any landline and mobile
phones will cost $1.69 per minute.
* All incoming calls are FREE.
* Any calls made from the Iridium terminal to any Inmarsat, Globalstar and
Thuraya satellite phone is billed at the flat rate of $11.00 per minute.
11.
Initial Credit: Each satellite phone includes an initial $300 worth of talk
time. If a customer intends use more than the initial credit, they should
contact UStronics to increase the amount of talk time.
The following standard equipment has been or will be provided to the customer
as part of this Agreement. Proof of delivery and return will be provided by
both parties through execution of a delivery receipt or signed delivery via
common courier. If additional equipment / accessories are provided and/or
selected by the customer, customer will pay additional rental charges as noted
in the service agreement.
12. Other Costs - In addition to the applicable equipment rental charge and
airtime, the Customer also agrees to be charged for any additional equipment
selected above and for shipping. The Customer agrees to pay UStronics any
shipping costs for delivery of the Equipment to the Customer (as indicated
above), and the Customer will pay for shipping costs for return of the equipment
to UStronics' designated storage location. The shipping charges noted above
are for shipment to any location in the Continental United States. Additional
charges apply for shipping to other locations. UStronics utilizes FEDEX and
UPS for all rental shipments.
13. Data transmission use & Dropped Calls - Due to the technical nature
of data setups and the inherent sophistication of data transmission through
a variety of operating systems, UStronics makes no representation as to the
success of data calls through the system. Customer agrees that all data call
attempts regardless of ultimate successful transmission and termination will
be paid for and no credits will be given in the event of dispute of this nature.
Along with potential incorrect use (i.e.: next to a building/obstruction),
the Iridium system (a low earth orbiting satellite constellation) has inherent
flaws and anomalies that can create dropped calls of either voice or data
nature. Dropped calls will not be credited. UStronics can provide data setup
technical support beyond the normal provided setup instructions at an additional
charge. Please consult with a sales representative for more details.
DEPOSIT
14. Security Deposit/Reserve/Late Fees - A reserve against the Customer's
credit card will be made as previously indicated, on, or before the Effective
Date. Currently UStronics charges the stipulated equipment value of $1500.00
as a security reserve. This reserve will be maintained by UStronics and will
be applied against any default of Customer in payment of rent or for damage
or loss of the Equipment or other payment due UStronics which is chargeable
to the Customer. If the Customer believes they may be late in returning the
equipment, they must notify UStronics prior to the expiration of the contracted
rental period, or the phone's airtime may be suspended (which will render
the phone inoperable). If the Customer is more than one week late, the security
reserve will be captured until the equipment is returned. When the equipment
has been returned, the security reserve will be credited back to the Customer
minus all charges that have been incurred plus a late fee in the amount of
$50.00. The Customer will be charged standard rental charges for the additional
week(s) the equipment was in the Customer's possession. Upon termination of
this agreement, and after final airtime and other charges are paid in full,
the remainder of the reserve will be released from the credit card.
15. The Deposit shall be repaid to the Customer provided all the equipment
is returned to USTRONICS and any outstanding charges are paid at the end of
the rental period in accordance with these terms and conditions.
16. If the satellite phone and equipment are not returned as stated below,
then USTRONICS at its discretion may retain some or all of the deposit without
prejudice to any other right or remedy it may have against the customer.
17. In the event of any loss, damage, theft or disappearance of the equipment
while on rental, regardless of circumstances, the Customer shall pay to USTRONICS
on demand, an amount equivalent to the value of the satellite phone and equipment
as identified in the rental agreement, less any deposit retained by USTRONICS.
USE
OF EQUIPMENT
18. STANDARD EQUIPMENT INCLUDES: (Stipulated equipment value of Standard Equipment
is $1500.00 USD)
* Iridium Satellite Phone w/ Battery
* AC Charger
* User Guide
* Lithium Ion Battery
19.
Upon delivery to the Customer, USTRONICS will provide instructions and guidelines
on the use of the satellite Phone and equipment.
20. The Customer will use the Satellite Phone and equipment in a careful and
proper manner, in accordance with the instructions, and in no other manner.
21. The customer agrees that he/she will not:
(a) Effect any repairs or modifications to the satellite phone or other rental
equipment.
(b) Remove or interfere with any certificate on markers affixed to the satellite
phone or equipment;
(c) Deface or add to the equipment in any way;
(d) Sublet or allow the use of the equipment by any third party; or
(e) Attempt to dispose of the equipment or to grant any interest in the equipment
to any third party.
REPAIRS
OF EQUIPMENT
22.
Test and (or) Repair Charge - If returned equipment appears broken due to
misuse, a test and repair charge of up to $50.00 may be charged for inspection,
testing and minor repairs required to return the equipment to service. This
charge will be payable at the end of this agreement. If the satellite phone
and/or equipment cannot be repaired, the customer will be notified and will
be responsible for the designated replacement cost of the satellite phone
and/or equipment.
23. If the satellite phone and/or equipment is not in working order when delivered
or subsequently malfunctions, the Customer will notify USTRONICS or its designated
representative immediately.
24. USTRONICS will repair or replace the satellite phone or equipment as soon
as possible after it has been notified of the problem by the Customer and,
provided the Customer is not in breach of the rental agreement, USTRONICS
will provide the Customer with the same or similar satellite phone or equipment
as soon as possible for a period equivalent to the part of the rental period
un-expired when the malfunction occurred.
25. If USTRONICS finds that the satellite phone and/or equipment reported
as faulty is actually in working order the Customer will pay the cost of collection
and delivery of the replacement satellite phone and/or equipment.
LIABILITY
26. USTRONICS warrants that the satellite phone and equipment will be in working
order when delivered to the Customer but cannot be responsible for the performance
of the equipment or the operation of the Satellite phone network to which
it is connected.
27. USTRONICS MAKES NO OTHER WARRANTIES, GUARANTIES OR REPRESENTATIONS EITHER
EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING WITHOUT LIMITATION, THE
MERCHANTABILITY, ACCURACY, RELIABITY, CONDITION OR FITNESS FOR A PARTICULAR
PURPOSE OF THE EQUIPMENT OR THE SATELLITE TERMINAL SERVICES FURNISHED UNDER
THIS AGREEMENT. SUBJECT TO THIS AGREEMENT (see Theft & Loss Protection).
THE CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR AND SHALL INDENIFY AND HOLD USTRONICS
HARMLESS AGAINST ALL CLAIMS, DEMANDS AND LIABILITY ARISING AS A RESULT OF
LEASE, POSSESSION, USE, CONDITION, OPERATION, OR MISUSE OF THE EQUIPMENT OR
THE SATELLITE TERMINAL SERVICES PROVIDED HEREUNDER WHETHER IN BREACH OF THIS
AGREEMENT OR HOWEVER IT ARISES. USTRONICS WILL IN NO EVENT BE RESPONSIBLE
FOR ANY LIABILITY, CLAIM, LOSS, DAMAGE OR EXPENSE OF ANY KIND (INCLUDING LOST
PROFITS) WHETHER DIRECT, INDIRECT, OR CONSEQUENTIAL CAUSED BY THE SATELLITE
TERMINAL OR OTHER EQUIPMENT OR THE FAILURE OF THE EQUIPMENT TO OPERATE CORRECTLY
OR AT ALL.
28. The Customer shall be liable to USTRONICS for all expenses, including
reasonable attorney's fees, incurred in connection with any collection, repossession
or other action brought to enforce USTRONICS right to deactivate the satellite
phone or equipment at any time and without notice to the Customer, in the
event that USTRONICS rights under this agreement. USTRONICS reserves the right
to deactivate the satellite phone or equipment at any time and without notice
to the customer, in the event that USTRONICS detects unusually high usage
or possible fraud in accordance with general operating practices and procedures
in the satellite industry, and USTRONICS shall have no liability whatsoever
to the Customer for such deactivation.
OWNERSHIP
29. The rental equipment, including the transceiver and all accessories will at all times remain the property of USTRONICS. The Customer acquires no rights other than temporary use. During the rental period, no service or part replacements are authorized without written approval from USTRONICS. The Customer agrees that he/she has examined the equipment and that the equipment is in good working order at the time of receipt.
TERMINATION
30. Unless otherwise agreed with USTRONICS the Customer shall return the satellite
phone and any other rental equipment to USTRONICS at the end of the rental
period in good working order and in the same condition as when it was delivered
to the Customer. The Customer shall return the equipment by FedEx or comparable
overnight courier to USTRONICS INC. 21351 GENTRY DRIVE. SUITE 115, STERLING,
VA 20166. Should the Customer return the equipment using means other than
those specified in the instructions provided by USTRONICS at the start of
the rental, rental and other charges will continue, and the Customer will
remain liable for any damage to the equipment, while the equipment is in transit.
Packages returned with any components or pieces missing from the package (kit)
provided will continue to be charged full rental until all such missing components
or pieces are returned or replacement value of the equipment is paid.
31. Should the Customer:
(a) Obtain use of the equipment by any misrepresentation or fraudulent means,
or
(b) Tamper with the satellite phone meter, or
(c) Use the equipment for any illegal or improper purpose, or
(d) Otherwise commit a breach of these terms and conditions then USTRONICS
may, at its option and in addition to other remedies available hereunder at
law or in equity, (i) terminate this agreement; (ii) immediately terminate
all services to the Customer, and (iii) take immediate possession of the equipment
without being obliged to repay any portion of the rental charges. No remedy
of USTRONICS shall be exclusive of any other remedy whether provided herein
or available at law or in equity, but shall be cumulative with other remedies.
32. The Customer shall pay the manufacturer's full retail price to USTRONICS
for any satellite phone or other rental equipment that is damaged or not returned
at the end of the rental period.
APPLICABLE LAW
33. The laws of the State of VIRGINIA shall govern this agreement.
34. Taxes- Customer will either pay directly for any taxes or governmental
fees such as: use, property, excise, customs duty or other taxes, license
fees, assessments, permits or commissioning and registration fees relating
to the shipment, activation and rental of the equipment.
GENERAL
35. The headings and titles to sections and paragraphs of this agreement are
for convenience of reference only and shall not affect the meaning or construction
of the terms and conditions contained herein.
36. No waiver by USTRONICS of any breach of this agreement shall be considered
as a waiver of any subsequent breach of the same or any other provision hereof.
This agreement cannot be assigned or transferred by the Customer, nor can
this agreement be modified (or any provision waived or modified) except by
written instrument signed by USTRONICS or its authorized agent. This agreement
constitutes the entire agreement between USTRONICS and the Customer; there
are no other representations, conditions, warranties, guarantees, or collateral
agreements express or implied, statutory or otherwise, concerning the use
or rental of the satellite phone, accessories or other rental equipment, other
than as set forth herein.
37. Early Returns - Under no circumstances will the Customer be granted credit
for unused time or early return of equipment as it pertains to the effective
date of rental.
38. Export Regulations - The Customer will not divert export or re-export
the equipment to any country contrary to U.S. export laws.
39. Excusable Delays - If UStronics' performance of any obligation hereunder
is delayed due to reasons beyond UStronics' reasonable control, the time for
performance of such obligation will be postponed for a period equal to the
number of days of such delay. In no event will UStronics be liable for any
damages resulting from any delay in the delivery of any equipment or any delay
in the performance of any maintenance.
40. Controlling Law - All questions concerning the validity, operation, interpretation
and construction of this agreement will be governed by and determined in accordance
with the laws of the Virginia.
41. Counterparts - This agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original copy hereof.
42. Further Assurances - The parties agree to perform all acts and execute
all supplementary instruments or documents, which may be necessary or desirable
to carry out the provisions of this agreement.
If Customer fails to perform any obligation when due under this agreement,
or otherwise defaults, UStronics has the right to terminate this agreement
forthwith by notice to the Customer. Upon such termination, (i) the balance
of the Gross Rental Amount will be due and payable immediately and, (ii) UStronics
has the right, at its option, to take possession of and remove the equipment
from service immediately. Any other damages or amount chargeable to the Customer
shall be immediately due upon such termination. In addition to failure to
perform its obligation elsewhere stated in this agreement, the following shall
be defaults by the Customer:
(i.) Issuance of write, attachment, execution, or similar court process against
the Customer or its property.
(ii.) Bankruptcy, or any application for reorganization protection from creditors,
insolvency, appointment of a receiver or trustee whether voluntary or involuntary.
(iii.) Termination of the Customer's business.
(iv.) Change in management or ownership of the Customer.
(v.) If any representation prior to or during the term of this agreement proves
to be false or misleading in any material respect.
(vi.) Any action which jeopardizes UStronics' ownership or agent/partner's
ownership rights or ability to take possession of the equipment.
(vii.) Failure to pay communications service invoices on time.