Ripples Events lease terms and conditions

LEASE TERMS AND CONDITIONS

Events Package

 These terms and conditions (“T&C”) shall be deemed an exclusive and binding agreement with respect to all products leased to you by Ripples, Inc. ( “Ripples”) as listed in the attached quote or otherwise agreed by the parties (the “Product”) and governs the use of any Ripple designs provided by Ripples (the “Designs“). By using the Product, you (either individually or on behalf of the entity or company that you represent) are accepting and agreeing to be unconditionally bound by these T&C.

  1. RIPPLES LEASE ORDERS; FEES AND PAYMENT. Placing a written lease order or submitting a signed quote provided by Ripples (each, a “Purchase Order”) for Products shall constitute an offer to lease the Product from Ripples. Ripples shall use reasonable commercial efforts (but shall not be obligated) to accept each Purchase Order within 5 business days following the receipt of such Purchase Order. Ripples’ acceptance of any order for Products is based upon the express condition that you accept and agree to be bound by all of the terms set forth in these T&C and the Terms of Use and Privacy Policy that can be found at www.coffeeripples.com (the “Terms of Use“). You shall pay the fees set forth in the Purchase Order prior to the delivery of the Product.

Notwithstanding the above and for the avoidance of doubt, neither the Product nor any Design is sold to you and Ripples retains the title to the Product and Designs.

  1. LEASE PERIOD. The lease period (the “Lease Period”) of the Product shall be as specified in the Purchase Order. Early return of the Product and/or prior to the end of the Lease Period shall not relieve your payment obligations to Ripples and/or entitle you to any reimbursement.
  2. Delivery of the Product shall be to such location stated in the Purchase Order as ‘shipping address’. Ripples shall deliver you the Product free from any material defects in material and workmanship. The Product will be delivered with a hard case and spare parts. Upon delivery, you shall immediately test the Product and promptly notify a Ripples representative of any kind of defects found by you. Commencing at the time of delivery, you will be responsible for, and bear, the entire risk of loss or damage to the Product during the Lease Period. Under no circumstances shall Ripples be liable to compensate you for damages incurred after delivery of the Product. All Purchase orders must be paid in full, prior to delivery by Ripples. Ripples reserve the right to suspend delivery and performance until full payment is received.
  3. During the Lease Period, Ripples shall provide you with ongoing maintenance services for wear & tear defects that may arise during your reasonable use of the Products. Unless otherwise agreed upon in the Purchase Order, the repair of defects deriving from your negligent or wrongful use of the Products shall be subject to additional maintenance costs (up to a maximum amount of $2,500 per Product for any defects caused by you).
  4. TAXES.  Lease Orders do not include any tax or other government charge or assessment upon the lease, shipment, production or use of Products ordered or leased hereunder. You shall be solely responsible for, and shall pay to Ripples upon demand, any such tax, charge or assessment (other than any such tax on or measured by Ripples’s income).
  5. RIGHT TO USE. Subject to compliance with Terms of Use, Ripples grants you a non-exclusive, non-transferable non-assignable right to use the Product and Designs for commercial use. You shall use your best effort to ensure that the Product is connected to the Internet at least during the Activation Days (as defined below). Following such time the Product will suspend Service until it is connected to the Internet.
  6. OWNERSHIP; IP RIGHTS. Your possession, use or any other right provided to you by Ripples regarding the Product, does not convey any title, right or interest in and to any intellectual property rights,including under patent, maskwork rights, copyright and trade secrets, and all service marks, trademarks, trade names, domain name (or similar domain names), Designs and other designations associated with the Product and all of the related documentation (the “Documentation“) (collectively, “IP Rights“), nor in the Product, any designs, engineering details and other data pertaining to the Product and Documentation, all of which remain the sole ownership of Ripples and its licensors, except for rights as expressly set forth in the Terms of Use. Additionally, you may not copy the Documentation, unless otherwise expressly provided in the Agreement or by Ripples’ prior written consent.
  7. Except as expressly and unambiguously permitted by the Terms of Use, you may not, nor permit anyone else to, directly or indirectly: (a) use the Product, or any component thereof, except as provided in accordance with the Terms of Use; (b) (i) sell, resell, rent, lease, sublicense, lend (with or without consideration) or use the Product for timesharing or service bureau purposes; or (ii) transfer, assign, or pledge your rights under the Terms of Use, without obtaining the prior written consent of Ripples (c) use the Product with any accessories not supplied or approved by Ripples (including without limitation any use of unauthorized Ripple Pods (coffee cartridges) or refill of the Ripple Pods); (d) dismantle, decompose or modify, reverse engineer, decompile, disassemble or otherwise attempt to discover the structure, sequence and organization of the Product or any portion thereof or any software provided by Ripples (except where the foregoing is required by applicable local law, and then only to the extent so permitted); (e) copy, modify or distribute copies of the Designs or software embedded in the Product or any software provided by Ripples; (f) engage in the development, make by or distribution of any product similar to the combined product (g) operate or make use of the Product in any way violative of applicable laws and regulations; (h) take or permit any other action which could impair Ripples’ rights, or damage the image or reputation of quality inherent in the Products, Ripples’ business, reputation, intellectual property or other valuable assets or rights; (i) Use the Product in conjunction with any design or other product that you do not hold the right to use. Without derogating from the foregoing, you must maintain all copyright, logo and any other notices visible on the Product, the software provided by Ripples and Documentation, including without limitation, any terms and conditions of use applicable to end users. For clarity, nothing herein shall limit you from selling and/or marketing (subject to your compliance with section ‎11 hereto) a commercial service by which you operate the Product at customers’ events.
  8. RIPPLES EVENT PACKAGE. Use of the Product is limited to the number of activation days chosen in the Purchase Order (“Activation Days“) which must be used before the expiration of the Lease Period.  Any Activation Days not used before the expiration of the Lease Period will be forfeited and you shall not be entitled to any reimbursement.
  9. CERTIFICATION PROCESS AND ADDITIONAL SERVICES. Prior to your use of the Product, your representatives shall undergo mandatory training and use certification by Ripples. Additional services such as Product training, certifications, design customization, API integration, etc. may be purchased, as available and as may be agreed upon from time to time between you and Ripples (either in the Purchase Order or via Ripples customer service). All training, certifications and additional services offered by Ripples will be provided in English.
  10. RIPPLES BRAND. You agree to use best efforts to tag Ripples on event-related social media publications for events in which the Product was used. Without derogating from the generality of Section ‎7(OWNERSHIP; IP RIGHTS), any and all marketing materials (including without limitation webpages, brochures, social media publications, etc.) for the promotion of the Product shall receive Ripples’ prior written approval.
  11. RETURN OF THE PRODUCT. At the end of the Lease Period, you shall return the Product, the hard case and any spare parts included in your Purchase Order, to Ripples free from any defects of any kind, hidden or otherwise. Any damage to the Product (whether made by you, your customers or any other third party) will be borne by you. For each day of delay, you shall pay an additional payment to Ripples representing an additional Activation Day.    
  12. INDEMNIFICATION. You will defend, hold harmless and indemnify Ripples from and against all claims, suits, damages, expenses and liabilities (including reasonable attorney’s fees), incurred by Ripples in connection with any suit, claim or action made by any third party in connection with (i) your breach of these Terms of Use (ii) any design not provided by Ripples or (ii) any unreasonable use of the Product.
  13. WARRANTY DISCLAIMERS. EXCEPT AS EXPLICITLY SET FORTH IN THE TERMS OF USE, THE PRODUCT IS PROVIDED “AS IS”. RIPPLES DOES NOT WARRANT THAT THE PRODUCT IS ERROR-FREE OR UNINTERRUPTED OR MEETS PARTICULAR GOVERNMENT AGENCY REGULATIONS, AND DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. RIPPLES DOES NOT MAKE AND THE TERMS OF USE DOES NOT PASS TO YOU IN ANY WAY ANY REPRESENTATION, WARRANTY OR UNDERTAKING ON BEHALF OF RIPPLES’ SUPPLIERS OR LICENSORS. THESE DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THE TERMS OF USE.
  14. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL RIPPLES OR ITS SUPPLIERS OR   LICENSORS BE LIABLE FOR DEATH, PERSONAL INJURY OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER OR TRANSMISSION FAILURE, MALFUNCTION, FIRE, ELECTRICAL FAILURE OR SHORT CIRCUIT), OR DAMAGES ARISING OUT OF  THE USE OF OR INABILITY TO USE THE PRODUCT, OR FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS BY YOU, WHETHER OR NOT RIPPLES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST YOU. FURTHERMORE, THE ENTIRE LIABILITY OF RIPPLES (INCLUDING ITS SUPPLIERS AND LICENSORS) FOR DAMAGES OF ANY KIND WHATSOEVER SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU DURING THE LEASE PERIOD. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF RIPPLES HAD BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. RIPPLES SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY USE MADE OF THE PRODUCT BY YOUR CUSTOMERS OR ANY THIRD PARTY.
  15. FORCE MAJEURE. Nonperformance by a party of any of its obligations except for non-payment shall be excused to the extent performance is rendered impossible due to causes beyond such party’s reasonable control.
  16. MISCELLANEOUS. The Terms of Use represent the complete entire agreement concerning the Product between you and Ripples and supersedes all prior agreements and representations between you and Ripples in connection with the Product. In the event of contradiction between the provisions of the Terms of Use and any purchase order, any trade usage or prior course of dealing, the provisions of the Terms of Use shall supersede If any term or provision of the Terms of Use will be found to be invalid, illegal or unenforceable, such term or provision shall be deemed modified to the extent necessary to make the same valid and operative, or if it cannot be so modified, then eliminated, and the validity, legality, or enforceability of the remaining terms and provisions will not in any way be affected or impaired thereby. The Terms of Use are governed by and construed under the laws of the State of Delaware excluding its conflict of law provisions. The sole and exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts of the State of Delaware, except that Ripples may seek injunctive relief to protect its intellectual property rights in any court of competent jurisdiction. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party shall be entitled to recover costs and attorneys’ fees. Ripples may assign the Terms of Use, however, you may not assign (by operation of law or otherwise) the Terms of Use, without the prior written consent of Ripples.