Rental Terms

Last revised: October 24th, 2021

1. DEFINITIONS

1.1 “Eqpme” means (a) Eqpme Inc. if the Owner resides or has its principal office in Canada or any jurisdiction other than the United States; or (b) Eqpme USA Inc. if the Owner resides or has its principal office in the United States

1.2 “Equipment” covers all classes of equipment, machinery, tools, vehicles, accessories and any ancillary items which the Owner agrees to rent to the Renter and the Renter agrees to rent from the Owner.

1.3 “Transaction” has the meaning set out in the Eqpme Terms.

1.4 “Owner” is the person, company, firm or public authority renting the Equipment to be rented and includes their successors, assigns or personal representatives.

1.5 “Customer” is the person, company, firm or public authority renting the Owner’s Equipment and includes their successors, assigns or personal representatives.

1.6 “Rental Amount” means the agreed amount to be paid for any given Transaction, as detailed in the Transaction summary provided by Eqpme through the Services to each of the Owner and the Customer (as the case may be).

1.7 “Rental Period” means the period during which the Owner shall rent to the Customer, and the Customer shall rent from the Owner, all Equipment as set forth in the Rental Terms.

1.8 “Rental Terms” means these standard rental terms applicable to both Owner and Customer in connection with any Transaction, subject to the Eqpme Terms.

1.9 “Eqpme Terms” means the Eqpme Terms of Service available at https://www.eqpme.com/terms-of-service. 1.10 Any and all other capitalized terms used herein have the meaning set out in the Eqpme Terms.

2. ENTIRE AGREEMENT

The Customer and Owner agree that the terms and conditions contained herein, together with the Eqpme Terms, and any applicable Owner Terms, shall govern the rental of Equipment pursuant to any Transaction and supersede all prior negotiations, representations or agreements, whether written or oral, except as otherwise set out herein. Owner Terms shall apply only in such circumstances, and to the extent, as set out in the Eqpme Terms. The Rental Terms specified in the Transaction Details page of the e-commerce experience through the Services shall prevail over any inconsistency with the terms of the any discussion between Owner and Customer.

3. RENTAL PERIOD

The Rental Period for the Equipment shall commence and expire as per the Transaction Details page (unless the Rental Period is extended in accordance with these Rental Terms together with the Eqpme Terms).

4. EXTENSION OF THE RENTAL PERIOD

4.1 For the avoidance of doubt, these Rental Terms shall continue in full force and effect during any extension of the Rental Period.

5. PAYMENT TERMS

Unless the Customer has an authorized credit account, payments are accepted via credit card only. If Customer keeps the Equipment, or any part or portion thereof, longer than the original Rental Period, the extension will automatically be processed via credit card at the start of the next period. For long term rentals exceeding one (1) month in duration, the first month's payment will be processed via credit card before the Equipment is released. The following months will be automatically charged to the Customer's credit card after the first month has finished.

The Rental Amount shall be paid monthly, weekly, daily or hourly (as the case may be) in advance through the Services in accordance with the Transaction. Overdue payments shall bear additional interest at the rate of the lesser of (a) twenty-four percent (24%) per annum or (b) the maximum rate of interest permitted under any applicable law until payment in full. Any security deposit paid by the Customer through the Services is paid to guarantee the Customer's full performance of the terms of the Transaction and will be returned to the Customer only upon the Customer irrevocably performing all of the Customer's obligations in relation to the Transaction in question. The Customer agrees that in the event of any breach of these Rental Terms by the Customer, the security deposit may be credited against the cost of any damages or expense incurred by the Owner or Eqpme as a result of such breach.

Please refer to the Eqpme Terms for details of the applicable cancellation policy.

6. CONDITION AND ACCEPTANCE

The Owner represents and warrants that to the best of the Owner's knowledge and belief, the Equipment is in good operating condition and working order. If the Customer does not notify the Owner and/or EQPME in writing within four (4) hours of the Equipment being delivered, the Equipment shall be deemed to be in good operating condition and working order

7. OPERATION BY CUSTOMER

7.1 The Customer shall use the Equipment in a careful, prudent and workmanlike manner within the manufacturer's rated capacity and other specifications, in accordance with the manufacturer's and/or the Owner's recommendations and shall not abuse, damage or misuse the Equipment or use the Equipment for any unlawful purpose.

7.2 The Customer shall comply with and conform to all applicable laws, ordinances and regulations relating to the possession, operation and/or regular maintenance of the Equipment, including (without limitation) the Occupational Health and Safety Act (Ontario) and all environmental laws.

7.3 If renting a vehicle to which a local, state or federal commercial vehicle operators registration (“CVOR”) system applies, both the Owner and Customer are required to hold a valid CVOR certificate which shall be carried in the vehicle at all times together with confirmation of the Transaction. In all other cases, both the Owner and Customer are required to hold whatever certificates, permits, licenses or other similar documentation required by any local, state or federal government or governmental agency, which documentation shall be carried in the vehicle at all times. The Customer shall (a) surrender both the Owner's and Customer's CVOR certificates and such other documentation for inspection by a police officer or other law enforcement agent and

7.4 (b) take any other action required under applicable law. The Owner shall ensure that any commercial vehicle it rents out complies with applicable safety, registration and licensing requirements.

7.5 The Customer is deemed to have knowledge of the site, property or land where the Equipment is to be delivered and used, and the Customer warrants that the condition of the site or place of delivery of the Equipment is suitable for the use of such Equipment and further acknowledges in taking delivery of the Equipment that the Equipment is appropriate for its intended use.

7.6 The Customer is responsible for ensuring that all persons using the Equipment have experience and expertise in the safe operation of the Equipment, are competent operators, hold all necessary permits and licenses (where required), and have received appropriate instructions, information and training in the Equipment 's operation. The Customer shall not allow any other person to operate any Equipment at any time or for any reason unless with the Owner’s prior written consent.

7.7 If the Customer is not fully conversant with the Equipment rented from the Owner, the Customer is advised to contact the Owner for the appropriate operating instructions.

7.8 The Customer shall indemnify the Owner against any and all charges or fines that the Owner may become liable for as a result of the operation of the Equipment by the Customer or its forces during the Rental Period.

8. MAINTENANCE/ REPAIR

Customer agrees to check filters, oil, fluid levels, air pressure, and clean and visually inspect the Equipment, at least daily and to immediately discontinue use and notify the Owner when the Equipment is found to need repair or maintenance and/or is not properly functioning. The Owner will have the option of arranging for the repair of the Equipment. Other than as set out herein, the Owner shall pay, at its expense, the costs of maintaining the Equipment in order to keep it in good operating condition and working order, including the repair or replacement of tires and tubes as a result of ordinary wear and tear. The Customer shall not repair, modify or alter the Equipment without the express prior written permission/instruction of the Owner delivered through the Eqpme Messaging Centre. Fuel, oil and grease shall, when supplied by the Owner, be charged at net cost or an agreed estimate of net cost. The Customer shall be solely responsible for all damages, losses, costs and expenses incurred by the Owner if the Customer uses the wrong fuel, oil, grease or lubricants.

9. DAMAGE

The Customer shall be responsible for and indemnify and hold harmless the Owner and EQPME against (a) the cost of any loss or damage (including all repair costs) to the Equipment during the Rental Period, other than ordinary wear and tear. The appraisal for any loss or damage to the Equipment shall be based on the replacement cost of the Equipment without deduction for depreciation. “Ordinary wear and tear” shall mean the normal deterioration of the Equipment caused by ordinary, reasonable and proper use of the Equipment. Damage which is not ordinary wear and tear includes, but is not limited to, damage due to overloading or exceeding rated capacities or other specifications, breakage, improper or excessive use and abuse. If the Customer is responsible for delivery of the Equipment, the Customer shall also indemnify and hold harmless the Owner and any operator supplied by the Owner against all loss and damage to the Equipment, and injury to person, caused by or in connection with or arising out of the transport, loading or unloading of the Equipment.

10. BREAKDOWN, REPAIRS AND THEFT

10.1 The Customer must immediately notify the Owner and EQPME in writing of any breakdown or unsatisfactory working condition of or damage to any part or portion of the Equipment. Any claim for breakdown time will only be considered from the time and date at which written notification is received by the Owner and Eqpme. Allowances for rental charges will be made for stoppage due to breakdown of the Equipment caused by the development of either (a) an inherent fault, (b) ordinary wear and tear or (c) any other problem for which the Owner is expressly responsible. There will be no allowance for downtime or inconvenience caused to the Customer by failure of any tires, tubes, wheels, hoses and/or associated Equipment if resulting from damage which is:

(a) not ordinary wear and tear; or

(b) caused by any other problem for which the Customer is expressly responsible.

10.2 Subject to the other provisions contained herein, the Customer shall be responsible for all costs and expenses involved arising from any breakdown, unsatisfactory working of or damage to any part or portion of the Equipment due to the Customer's negligence or misuse of the Equipment or due to damage which is not ordinary wear and tear or caused by any other problem for which the Customer is expressly responsible, in any case whether caused by the Customer or its agents, and for rental charges during the period the Equipment is necessarily idle due to such breakdown, unsatisfactory working or damage.

10.3 The Customer is responsible for the cost of replacement or repairs due to theft, loss, seizure or vandalism of the Equipment while the Equipment is in the possession or under the control of the Customer.

11. RETURN OF EQUIPMENT

11.1 Upon the completion of the Rental Period, if the Rental Period is not being extended, the Customer shall clean and where necessary, decontaminate the Equipment and return it to the Owner in good operating condition, working order and in the same condition as when the Customer took delivery of the Equipment (ordinary wear and tear excepted). The Customer shall be liable for any costs, liabilities and expenses incurred by the Owner should the Customer fail to comply with this clause.

11.2 In the case of an inability or failure to return the Equipment to the Owner for any reason whatsoever, the Customer will promptly pay to the Owner the full replacement value of the Equipment in accordance with the appraisal methodology set out herein and shall make such payment(s) to the Owner as may be required until such full replacement value payment is received by the Owner. For the avoidance of doubt, these Rental Terms shall continue in full force and effect if the Equipment is replaced or substituted by the Owner for any reason whatsoever.

12. TITLE TO EQUIPMENT

12.1 The Equipment is and shall at all times remain the property of the Owner. The Customer shall have no right, title or interest in the Equipment except as expressly set out herein.

12.2 The Customer shall not sublease, assign, loan, re-rent, lease, sell, mortgage, charge, pledge, part with possession of or otherwise transfer to a third party the Equipment.

12.3 The Customer shall not allow the Equipment to be affixed or attached to or otherwise become a fixture or accession to any lands, buildings or chattels and shall not incur or permit any lien or other encumbrance on or with respect to the Equipment.

12.4 The Customer shall give the Owner immediate notice in case any of the Equipment is encumbered or becomes liable to seizure and shall protect the Equipment against distress, execution, levy or seizure and shall indemnify the Owner against all losses, damage, costs, charges and expenses arising as a direct result of any failure to observe and perform this obligation.

13. CHANGE OF SITE

The Equipment shall not be moved from the site to which it was delivered without the express prior written consent of the Owner in each instance.

14. NOTICE OF ACCIDENTS

If the Equipment is involved in any accident resulting in injury to persons or damage to property (including the Equipment), notification must be given by the Customer to the Owner in writing no later than twenty-four (24) hours after the occurrence of such damage. In no circumstances shall the Customer provide any admission of liability, offer, promise of payment or indemnity to any party without the Owner’s express prior written approval. The Customer shall be solely liable for any failure to comply herewith.

15. INSURANCE

15.1 The Owner shall be entitled, but not obligated, to require the Customer to carry such insurance, in such amounts, as the Owner determines necessary or expedient from time to time including, without limitation, commercial general liability coverage and property insurance for full replacement cost of the Equipment. The Owner shall not, however, be entitled to amend the required insurance amounts, terms, etc. during the Rental Period. If the Owner provides the Customer with notice of such insurance requirement, it shall be the sole obligation of the Owner to confirm the existence and sufficiency of any such insurance documentation provided by the Customer prior to the Rental Period commencing.

15.2 The Owner shall be named as an additional insured party on Customer’s insurance policies.

15.3 The Customer must satisfy the insurance requirements above, if applicable, at its own expense. In the event of damage amounting to actual or constructive total, or partial, loss of the Equipment, the Owner shall be entitled to retain from all insurance proceeds an amount equal to any covered amounts pursuant to applicable insurance policy coverage limits.

15.4 At the Owner’s request, the Customer will provide evidence acceptable to the Owner that the insurance coverage is in effect (but the Owner is not obliged to determine or advise the Customer if there is adequate coverage in effect). If the Customer fails to provide proof of satisfactory insurance coverage, as determined solely by the Owner, the Owner may consider this a default in respect of the Transaction at issue. The Customer hereby irrevocably appoints the Owner its agent and attorney for the limited purpose of making claims and receiving payment in accordance with the provisions of such insurance policies.

16. RENTAL EQUIPMENT PROTECTION

In the event that the Customer accepts and pays for the Loss Damage Waiver (the “LDW”) option through Eqpme’s third-party insurance provider (the “Insurance Provider”) and any qualified loss or damage of the Equipment occurs that is covered under the LDW, the Customer is responsible for the payment of the applicable deductible which is determined by the Insurance Provider from time to time based on the value of Equipment, per occurrence, (the “Deductible”), and the Owner waives its claim against the Customer for any amount in excess of the Deductible, up to the applicable LDW policy coverage limit. The LDW shall not apply to the Customer if the cause of the loss or damage to the Equipment during the Rental Period is outside of the terms of the LDW. It is at the Insurance Provider’s sole, absolute and unfettered discretion as to whether the loss or damage is within the terms or the LDW. The Customer’s obligation to insure for Public Liability is not waived hereunder. If an Owner elects to require the Customer purchase the Owner’s insurance coverage of any kind, then the provisions of this Section shall not apply save and except for the Customer’s obligation to insure for Public Liability.

17. EQUIPMENT PROTECTION EXCEPTIONS

Notwithstanding the Customer’s acceptance of the LDW, the Customer shall be liable for all loss or damage from acts or omissions that are negligent, as determined by the Insurance Provider subsequent to any claim investigation. If applicable, the Customer agrees to review the full list of policy and equipment type exclusions in the LDW as set out by the Insurance Provider.

18. SUBROGATION

In the event of any loss or damage to the Equipment, the Owner will have the right of subrogation with respect to any right of the Customer to recover against any person, firm or corporation. The Customer will execute and deliver any documents and do such acts and things necessary to secure such rights. The Customer will cooperate fully with Owner and or its insurer(s) in the prosecution of those rights and will neither take or permit nor suffer any action to prejudice the Owner's right with respect thereto.

19. LIABILITY OF CUSTOMER

The Customer shall indemnify and hold harmless the Owner and Eqpme against all loss, expenses, penalties, damages, liabilities, fines, costs and expenses which the Owner or Eqpme may suffer or may be required to incur for all personal injuries, death, Equipment damage or damage to property suffered by any person by reason of the Equipment or the operation, handling, transportation or use thereof by or while in the hands of the Customer or the Customer’s employees or carriers. The Customer shall be responsible for the Equipment until it has been returned to the Owner. The Customer acknowledges and agrees that the Customer assumes all liability for injury, disability and death of workmen, operators and other persons caused by the operation, use, control, handling of the Equipment during the Rental Period in accordance with these Rental Terms together with the Eqpme Terms.

20. RISK ACKNOWLEDGEMENT

By renting the Equipment, the Customer: (a) acknowledges and agrees that the use of Equipment is dangerous and may pose a risk to the safety of the Customer and others and to damage to property; (b) represents and warrants that it has the requisite skill, knowledge, preparation and training to operate the Equipment safely and effectively, or if it does not, the Equipment will only be operated by an operator supplied by the Owner; and (c) assumes full and complete responsibility for all losses, costs, injuries and damages that it or others may incur as a result of using any Equipment.

21. TERMINATION

21.1 The Owner may terminate a Transaction forthwith by written notice to the Customer in accordance with the Eqpme Terms if one (1) or more of the following events occur: (i) the Customer defaults in punctual payment of any sum due to the Owner relating to a Transaction; (ii) the Customer fails to observe and perform any of the terms and/or conditions contained herein, in the Eqpme Terms or in any applicable Owner Terms; (iii) the Customer suffers, or the Owner reasonably believes that the Customer shall suffer, any distress or execution to be levied against him; (iv) the Customer becomes insolvent (however evidenced) or commits or threatens to commit an act of bankruptcy, or if a petition in bankruptcy, proposal, arrangement or reorganization under the Bankruptcy and Insolvency Act (Canada), Winding-up and Restructuring Act (Canada) or Companies' Creditors Arrangement Act (Canada), the United States Bankruptcy Code or analogous legislation in another jurisdiction is filed by or against the Customer, or if a receiver or receiver manager is appointed for the Customer or a substantial part of the Customer's property; or (v) the Customer does or causes to be done or permits or suffers any act or thing whereby the Owner's rights in the Equipment may be prejudiced or put into jeopardy. In the event of termination under subparagraph (i) above, the Owner shall have the right to exercise any one or more of the following remedies: (a) declare the entire amount of rent and other amounts owing pursuant to any Transaction immediately due and payable; (b) sue for and recover all rent and other amounts owing pursuant to any Transaction; (c) take possession of any or all items of Equipment without notice or demand and the Customer shall give the Owner or its agents immediate unobstructed access to recover same and waive any damages arising by virtue of the Owner repossessing such Equipment; and (d) pursue any other remedy at law or in equity. All remedies are cumulative and may be exercised concurrently or separately.

22. REPOSSESSION

Should: (i) the Rental Period expire, (ii) the Customer fail to make prompt payment immediately after it becomes due, (iii) the Customer become bankrupt or insolvent, (iv) the Customer fail to operate or maintain the Equipment as provided in the Rental Terms, the Eqpme Terms, or any applicable Owners Terms, the Owner or its employees or agents may immediately, as applicable, (a) terminate the Transaction, (b) enter onto property on which the Equipment is located and take all action necessary to retake and repossess the Equipment, (c) recover from the Customer all amounts due and all expenses incurred in obtaining the return of the Equipment and (d) pursue any other rights or remedies available by law. The Customer hereby irrevocably appoints the Owner as its authorized agent to enter onto any property that the Equipment is located for the purpose of retaking and re-possessing as provided for in this clause and hereby waives all claims for trespass, damages and losses, physical, pecuniary, consequential and punitive/exemplary, caused thereby.

23. FURTHER ASSURANCES

The parties agree to do all things necessary to execute or obtain all documents as may be required by the other party in order to give effect to or better evidence this Agreement.

24. SUPPLEMENTARY OWNER TERMS

In the event the Owner has its own form of rental agreement/contract and/or standard terms which the Customer must accept as a condition of the Transaction, the parties hereby agree that said Owner Terms shall apply in the circumstances and to the extent as detailed in the Eqpme Terms. Nothing contained herein shall derogate from the applicability of either the Eqpme Terms or said Owner Terms.