Hydra Monaco

Terms & Conditions

HYDRA MONACO SARL
MASTER SERVICES AGREEMENT AND TERMS & CONDITIONS

These Terms and Conditions (this “T&C”) are entered into as of the day and year where the Equipment (as below defined) has been provided and Services (as below defined) are duly activated to the Customer (the “Effective Date”) by and between HYDRA MONACO Sarl (“HM”), and the Customer. 

These T&C must be read in conjunction with and considered as one document with the Agreement entered into between the Parties, the signed Activation Order and the Price List. Reference to the term Agreement shall also include the T&C. Words defined in the Agreement have the same meaning in the T&C. In case of contrast, the interpretation of the Agreement shall prevail.

HYDRA MONACO SARL
MASTER SERVICES AGREEMENT AND TERMS & CONDITIONS

HM provides satellite and wireless data connectivity solutions designed to provide access to broadband connectivity to Customer at any of Customer’s sites, facilities, vehicles, power plants, vessels and or any location as is deemed fit to receive such Services (“Covered Facility”). Customer desires to purchase services for satellite and/or wireless connectivity from HM on the terms and conditions set out in the T&C at its Covered Facility designated in an Activation Order. In consideration of the T&C and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties hereby agree as follows:

 

  1. Services and Equipment

 

1.1 Services and Equipment.

Services” include those services defined in Exhibit A (“Satellite Services”) and Exhibit B (“Wireless Services”).

 

Equipment” may include the equipment necessary for the receipt of the Satellite Services, as described in Exhibit A and/or wireless equipment necessary for receipt of the Wireless Services, as described in Exhibit B. 

 

1.2 Pricing and Fees, Quotes

The price for any Equipment being purchased (“Price”), the monthly fees for the Data Plans being subscribed for (“Data Fee”), and all other fees and charges for the Equipment and Services (including but not limited to a per terminal activation charge, overage charges, shipping charges and any requested technical services, such as installation) are as set forth in HM’s standard retail price lists, as provided to the Customer and as may be updated from time to time by HM (“Price List”), or in a valid, HM approved quotation issued to Customer (“Quote”). Any Price or Data Fee increases or decreases will not affect pricing under any Activation Order which has already been accepted by HM for the balance of the initial service term thereunder (changes will be effective upon the renewal term and upon approval by the Customer otherwise the Agreement will be deemed as terminated with no additional costs for the Customer).

 

1.3 Activation Orders

Each Activation Order shall be in HM’s supplied form, which shall reference and be governed by the T&C. Activation Order delivery may be made via email. Activation Orders will become binding, and will be incorporated into and be made a part of the Agreement, upon written acknowledgement and acceptance by HM’s counter-signature (which may be transmitted via email). HM reserves the right to reject any Activation Order in its discretion. 

Parties may agree to add certain other equipment and /or services in the future upon terms and conditions to be mutually agreed upon. Such additional equipment and/or services shall be set forth in an additional activation orders or addenda to the original one.

 

1.4 Shipping.  Customer may choose one of two options for shipping (as shall designate the chosen option in the Activation Order: (1) HM arranges shipping (via UPS freight or HM’s other selected carrier) to Customer’s designated destination/location, and charges Customer based on weight, as indicated in the Price List, or (2) Shipping is Ex Works (Incoterms 2020) at HM’s designated facility, meaning HM makes the Equipment available (packaged) at its facility and Customer arranges for shipping at its cost, for a processing fee as indicated on the Price List. 

 

1.5 Equipment-inclusive Packages. In the event that Customer is offered (following credit check and approval by HM) and selects in the Activation Order an Equipment-inclusive package (in which HM provides some or all of the Equipment to Customer for its use for a monthly or annual fee, as indicated in the Price List), then title to and ownership of any and all such equipment (“HM-Provided Equipment”) shall remain at all times with HM. The HM-Provided Equipment are subject to additional conditions set forth in Exhibit C.  HM reserves the right to require payment of a security deposit in its discretion. Such security deposit, will be returned to Customer (without interest) in accordance with Exhibit C.

 

  1. Term, Termination and Survival.

 

2.1 Term.  The term of the Agreement will commence on the Effective Date and, unless earlier terminated in accordance with the terms of the Agreement it will remain in effect from the Effective Date through the period that is indicated on the Activation Order and Quote (the “Term”). At the expiration of the first Term, unless either Party has given at least thirty (30) days prior written notice of its intent not to renew, the Agreement will automatically renew on the same terms and conditions for successive additional one (1) year periods on the expiration date of the prior term.  In addition, the Term of this Agreement will automatically be extended to cover the balance of any service term under any active Activation Order which extends beyond the Term of this Agreement. 

 

2.2 Termination.  HM may terminate the Agreement, either in whole or in part, upon providing Customer thirty (30) days written notice, in the event Customer or the Covered Facility is in material violation of any of the terms or conditions of the Agreement and fails to cure such violation within such thirty (30) day period.  Customer may terminate this Agreement, either in whole or in part, upon providing HM thirty (30) days written notice if HM is in material violation of any of the terms or conditions of this Agreement and fails to cure such violation within such thirty (30) day period.

 

2.3 Cancellation Fee.  If Customer cancels the Services without a valid cause before the expiration of the Service Term, then a cancellation fee will be applied.  The cancellation fee shall be equal to the Data Fee multiplied by the number of months remaining in the then current Service Term or renewal term.

 

2.4 Right of Withdrawal

The Customer shall have a period of 14 (fourteen) days to withdraw from the Agreement  without giving any reason, and without incurring any costs other than those provided for in Article 13 and Article 14 of the EU DIRECTIVE 2011/83/EU.

The withdrawal period referred to in this article shall expire after 14 (fourteen) days from:

(a) in the case of receipt of Services, the day of the conclusion of the Agreement;

(b) in the case of acquisition of the Equipment, the day on which the Customer or a third party other than the carrier and indicated by the Customer acquires physical possession of the goods or:

(i) in the case of multiple goods ordered by the Customer in one order and delivered separately, the day on which the Customer or a third party other than the carrier and indicated by the Customer acquires physical possession of the last good;

(ii) in the case of delivery of a good consisting of multiple lots or pieces, the day on which the Customer or a third party other than the carrier and indicated by the Customer acquires physical possession of the last lot or piece.

 

  1. Payment Conditions

 

3.1 Payment Terms.  All Equipment (including any shipping costs) ordered by Customer shall be invoiced in accordance with the Price List upon shipment (unless a deposit or pre-payment is required by HM in its discretion, based on Customer’s creditworthiness), and shall be due and payable within 5 (five) working days from receipt.  HM will invoice Customer on a monthly basis for all Data Fees for Services ordered by Customer under an Activation Order, plus any ancillary fees and costs, and Customer shall pay all such invoices within 5 (five) working days from receipt. Late payments shall accrue interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate allowed by law of residence of the Customer on any unpaid balances which are outstanding for more than thirty (30) days.  Fees for Data Plans are payable in advance of the applicable service year or month (as applicable), and are therefore invoiced the prior month (e.g., monthly fees for February are invoiced January 1st, and are due and payable before January 30th).  Billing for Data Plans commences upon the service activation date, which is the date of Customer acceptance following the initial Equipment test carried out in accordance with the Agreement.  All prices and other amounts to be charged in the Agreement are expressed in Euro and shall be paid in Euro.

Customer agrees to be liable for all reasonable costs HM incurs in collection of past due balances, including but not limited to, reasonable collection fees, attorneys’ fees, filing fees and court costs. Customer hereby agrees that any credits to Customer’s account will be used to offset any past due balances.  The balance of such credits (after past due balances are paid), if any, will be reimbursed to Customer.

 

3.2 Taxes.  All fees and charges are computed exclusive of, value added tax (VAT) or sales taxes or similar liabilities.  Any taxes now or hereafter imposed with respect to the Services and the transactions contemplated by the Agreement (with the exception of income taxes or other taxes imposed upon HM) shall be the responsibility of Customer, and if paid or required to be paid by HM, the amount thereof shall be invoiced to the Customer. Non-U.S. Customers shall also be responsible for paying all customs, import, excise, sales, and other similar duties and taxes payable in respect of Equipment shipped to Customer.

 

  1. Intellectual Property, License and Trademarks

 

4.1 Customer acknowledges and agrees that the Equipment, Services and operational manuals and instructions for the installation, configuration, integration, operation and use of the Equipment (“Documentation”) reflect certain proprietary rights, which may include patent, copyright, trade secret, and other similar rights of HM or its third party vendors, manufacturers, providers or suppliers (“Suppliers”) which HM uses under license from such third parties (the “Intellectual Property”), and that HM (or its relevant Supplier) owns all such Intellectual Property. HM hereby grants Customer a limited, non-exclusive, non-transferable, non-sub licensable, and fully-paid up license to use the Equipment, the Services and the Documentation, and the Intellectual Property contained therein, solely during the term of this Agreement and in conjunction with Customer’s own internal use of the Equipment and Services.

 

4.2 Customer further acknowledges and agrees that it will not take any action that is inconsistent with, or infringes upon, the Intellectual Property Rights of HM or its Suppliers. Customer may not copy, duplicate, modify or transfer to a third party any software associated with the Equipment or Services, whether owned by HM or used by HM under a license from a Supplier.  In addition, Customer will not attempt to (or assist any other party in attempting to) disassemble, deconstruct, reverse engineer, or decompile the Service Data, the Equipment, or any software residing within the Equipment or provided in conjunction with the Services.

 

4.3 “HM” and its logos, and any other brand or product names used by HM or its affiliates in conjunction with providing the Services, are the trademarks of HM, and no rights are granted to Customer hereunder with respect thereto.  Any trademarks, tradenames, logos, and any other any other brand or product names used by HM’s Suppliers and any associated logos in conjunction with the Equipment or Services re-sold by HM hereunder, are the trademarks of the respective Supplier, and no rights are granted to Customer hereunder with respect thereto.

 

4.4 Customer trademarks are the property of Customer and shall remain so at all times during the term of this Agreement, and no rights are granted to HM hereunder with respect thereto.  Customer agrees that HM may disclose Customer as being a customer and use Customer’s name, logo and the name of the Covered Facility in its marketing, advertising and promotional materials, subject to Customer’s prior approval, which shall not be unreasonably withheld.

 

  1. Disclaimer of Warranties

 

The Equipment shall be suitable for the purpose for which it is intended, and HM will perform the Services in accordance with the terms hereof, and in a good and workmanlike manner in accordance with prevailing industry standards.  The Services may be unavailable from time to time for reasons beyond the control of HM, including Customer provided equipment failures, blockages, physical service outages, failures of terrestrial circuits, and weather conditions. 

 

  1. Limitation of Liability

 

6.1 UNDER NO CIRCUMSTANCES SHALL HM BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING FOR LOST PROFITS, DAMAGES FOR THE LOSS OF DATA, OR INTERRUPTION IN USE OR AVAILABILITY OF DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OPERATION OF THE SERVICES OR THE EQUIPMENT. NOTWITHSTANDING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL HM HAVE ANY LIABILITY WHATSOEVER FOR ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT OR ITS PERFORMANCE HEREUNDER IN EXCESS OF THE TOTAL AMOUNT PAID BY CUSTOMER TO HM HEREUNDER DURING THE SIX (6) MONTHS OR SHORTER PERIOD IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM.

 

6.2 CUSTOMER UNDERSTANDS AND AGREES THAT IT: (1) HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING WIRELESS SERVICE CARRIER; (2) IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN HM AND THE UNDERLYING WIRELESS SERVICE CARRIER; (3) THAT THE UNDERLYING CARRIER HAS NO LIABILITY OF ANY KIND TO CUSTOMER, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE; (4) THAT DATA TRANSMISSIONS AND MESSAGES MAY BE DELAYED, DELETED OR NOT DELIVERED, AND 911 OR SIMILAR EMERGENCY CALLS MAY NOT BE PERFORMED; AND (5) THE UNDERLYING CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SERVICES.

 

  1. Indemnification

 

7.1 Customer agrees to indemnify and hold harmless (including payment of reasonable attorneys’ fees) HM, its corporate affiliates, officers, directors and any employee or agent thereof (each of the foregoing a “HM Indemnified Party”) against all liability to third parties (except to the extent such liability is caused by the negligent act or willful misconduct of the HM Indemnified Party) arising from or in connection with this Agreement or HM’s performance of its obligations hereunder.  This obligation to indemnify any HM Indemnified Party will survive the expiration or termination of this Agreement by either Party for any reason. HM shall conduct the defense of any such third party action arising as described herein unless Customer and HM shall mutually agree that Customer will conduct the defense.

 

7.2 HM agrees to indemnify and hold harmless (including payment of reasonable attorneys’ fees) Customer, its corporate affiliates, officers, directors and any employee or agent thereof (each of the foregoing an “Customer Indemnified Party”) against all liability to third parties (except to the extent such liability is caused by the negligent act or willful misconduct of the 7.3 Customer Indemnified Party) arising from or in connection with HM’s negligent or willful misconduct in the performance of its obligations hereunder.  This obligation to indemnify any Indemnified Party will survive the expiration or termination of this Agreement by either Party for any reason.  Customer shall conduct the defense of any such third-party action arising as described herein unless Customer and HM shall mutually agree that HM will conduct the defense.

 

  1. Confidentiality

 

8.1 Customer acknowledges that HM’s business, the Services (and pricing thereof), certain aspects of the Equipment, and any technical information or specifications related thereto, represent valuable proprietary confidential information. Customer agrees to keep confidential and to safeguard such information using the same standard of care that it uses for its own confidential materials.

 

8.2 HM agrees to keep any confidential and to safeguard any of Customer’s confidential or proprietary information that it learns in the course of providing the Services hereunder using the same standard of care that it uses for its own confidential materials.

 

8.3 Each Party agrees to keep the specific terms of this Agreement confidential and shall not disclose such terms to any third party without the prior written consent of the other Party, provided that either Party may disclose without the other Party’s prior consent the terms of this Agreement, on a confidential basis, to its auditors, accountants, attorneys, consultants, investors, lenders, potential financing sources, and insurance agents.  This provision shall survive the expiration or termination of this Agreement for a period of three (3) years.  Notwithstanding the foregoing, the Parties agree that HM may issue a press release upon execution of this Agreement, subject to Customer’s reasonable prior approval.

 

  1. Exclusivity

 

Customer agrees that HM shall have the exclusive right to provide the Services to Customer during the Term. During this period, Customer agrees that it shall not offer or permit at its Covered Facilities any other supplier for such services, and HM is hereby designated as the sole and exclusive provider of all connectivity services carried through the HM network.

 

  1. Insurance

 

HM shall maintain customary and adequate insurance to cover its personnel or subcontractors while performing work onsite at a Covered Facility.

 

  1. Sale or Decommissioning of Covered Facility

 

In the event that Customer decommissions or sells one or more Covered Facilities to an unrelated, unaffiliated third party at any time during the Term of this Agreement, then Customer agrees to use all reasonable efforts to assist HM to have this Agreement be transferred and assigned to the new owner of such Covered Facility (including assisting HM to obtain information to establish creditworthiness).  If the new owner does not agree to assume Customer’s obligations hereunder, or if HM opts to discontinue the provision of the Services to such new owner in its discretion, then HM may terminate this Agreement (and the associated Activation Order) with respect to such Covered Facility. Under such circumstances, the cancellation fee noted in Section 2.3 will apply.

 
 

EXHIBIT A
Terms and Conditions of Satellite Services and Equipment

  1. Satellite Services. Satellite Services are defined as HM branded data service, or such other Supplier’s satellite connectivity service as may be indicated in an Activation Order, in each case which is a managed connectivity service for connecting the Satellite Equipment (as below defined) with terrestrial networks via Ku-band satellite links using standard Internet Protocols, and all offered related services (collectively, the “Satellite Services”), provided on a monthly (or annual) data plan subscription basis.  Customer will select a data plan subscription (“Satellite Data Plan”) for each designated Covered Facility as provided in a Activation Order. Satellite Data Plans may provide a certain specified amount of data (in gigabytes, i.e. “GB”) which may be sent or received through the Service each month, with either a data cap or an overage charge for each megabyte of data used in excess of the subscribed Satellite Data Plan amount (“Overage Charges”), as indicated in the Activation Order and Price List.  Data Plan subscriptions may guarantee a minimum committed information rate (i.e. data transfer speed) and an average SLA of 98.5%, and maximum information rates may be specified by HM from time to time.  Services include teleport uplink/downlink, and connectivity to the public internet at the teleport facility.  Customer is responsible for providing any VPN internet connection or other dedicated terrestrial connection it requests to and from HM’s designated facility (costs will be quoted separately).

 

  1. Satellite Equipment. Satellite Equipment includes fully-integrated satellite remote terminals (“Satellite Terminal”), including antenna module (Ku-band aperture capable of both transmit and receive) and satellite modem, and all related equipment, including but not limited to weather covering, panels, combiners, I/O boxes, BUCs, LNBs, diplexers, interface and coaxial cables, embedded antenna management and other HM-provided software (collectively, the “Satellite Equipment”).  Equipment purchase also requires purchase of Services package.  HM retains the right to require replacement or upgrades of certain components of the Equipment in the event of HM a software upgrade by HM or its Suppliers.  Optional Equipment such as customized mounting system, power conditioners and portable cases are available on request (pricing separately provided in a Quote, as defined below).  HM will provide Customer with appropriate operational manuals and instructions for the installation, configuration, integration, operation and use of the Equipment (“Documentation”).

 

  1. Configuration and Installation. HM will configure the Satellite Equipment and use commercially reasonable efforts to ship the Satellite Equipment (pursuant to the option chosen as provided in Section 1.5 above) within forty-five (45) days of the acceptance of an Activation Order. Customer may request expedited shipment for an expedited order fee (provided in the Price List), subject to Satellite Equipment availability.  Customer is responsible for: (1) installing the Satellite Equipment (including provision and installation of a mounting system which meets the specifications of HM’s installation guide/manual, or a custom built mounting system is available for purchase from HM, subject to a Quote upon request), and connecting it to the Covered Facility’s local network, (2) providing conditioned power for the Satellite Equipment, in accordance with the Documentation (power conditioners available for purchase from HM at the prices indicated on the Price List), and (3) providing space (2 rack units) in a rack at designated communications cabinet/structure on site. On completion of installation of the Satellite Equipment, Customer is responsible for conducting a test of the Satellite Equipment to ensure the system is working (as provided in the installation guide/manual, and executing HM’s acceptance form (which may be provided and executed electronically).

 

At Customer’s option, it may elect in an Activation Order for HM to conduct the installation of the Satellite Equipment at the technical service rates indicated in the Price Sheet (plus reimbursement of reasonable travel and out of pocket expenses). In such cases, Customer will provide HM installation personnel with access badges or other required identification/passes to access the Covered Facility.  The security and the safety of HM personnel is Customer’s responsibility, and such security arrangements are subject to HM’s approval before HM commits staff to operate outside of the U.S.

EXHIBIT A-1
EULA Agreement
End User Licence Agreement

[Provided separately]

EXHIBIT B
Terms and Conditions of Wireless Services and Equipment

  1. Wireless Services. Wireless Services are defined as a mobile radio-communications data (only) connectivity services provided by HM through the networks (the “Wireless Networks”) of certain global wireless carriers with whom HM contracts (“Carriers”), according to the designated standards in the applicable Activation Order (e.g. GSM, UMTS and LTE standards), which offer internet access to Customer’s Covered Facilities from the Wireless Terminals (as defined below).  The Wireless Services includes access to the designated coverage areas, and may include access to International roaming, if so designated in an Activation Order. The Wireless Services provide Customers with temporarily access, from Wireless Terminals (as defined below) identified using SIM Cards (as defined below) integrated into the Wireless Terminals and associated IMSIs (as defined below) provided by HM, to the networks of the Carriers (or the networks of the roaming partners of such wholesale providers if Customer’s Covered Facility is located outside, or moves outside in the event of a Covered Facility which is a vehicle, truck, vessels, etc., the specified coverage area), and all offered related services (collectively, the “Wireless Services”), provided on a monthly (or annual) data plan subscription basis.  Customer will select a data plan subscription (“Wireless Data Plan”) for each designated Covered Facility as provided in an Activation Order.  Data Plans provide a certain specified amount of data (in gigabytes, i.e. “GB”) which may be sent or received through the Wireless Services each month, with either a data cap or an overage charge for each megabyte of data used in excess of the subscribed Data Plan amount (“Overage Charges”), as indicated in the Activation Order.  Data Plan subscriptions do not guarantee a minimum committed information rate (i.e. data transfer speed), and maximum information rates may be specified by HM from time to time. 

 

  1. Wireless Equipment. The Wireless Equipment is composed of radioelectrical terminal equipment which, equipped with a SIM Card activated technically by HM on the Wireless Networks at Customer’s request, allows the Customer to receive the Wireless Services “Wireless Terminals”.  Customer must have installed the designated Wireless Terminals to receive the Wireless Services.  Wireless Terminals are available for purchase from HM at the Prices indicated in the Price List (or may be offered by HM as part of an Equipment-inclusive package).

 

  1. SIM Cards. HM will provide Customer with the number of SIM Cards indicated in the Activation Order.  A “SIM Card” means a UICC card with SIM or USIM application(s) embedded in this card, provided that for the purposes of this definition, the following terms are further defined as:

 

  • SIM Application” (for “Subscriber Identity Module“) or “USIM Application” (for Universal Subscriber Identity Module“): an application embedded in the SIM Card that enables management of authentication of the holder and/or the user of the SIM Card on the mobile network and generation of integrity and encryption keys used to protect transmissions.
  • UICC Card” (for “Universal Integrated Circuit Card“): the body of the card (the plastic part of the SIM Card) and an electronic chip containing a microprocessor and memory; the UICC Card is used in mobile telephony to store information specific to the user of a mobile network, for GSM, UMTS and LTE networks.

 

The SIM Card, which is specific to Customer, is identified using the IMSI Number built into its microprocessor and the NSCE which is legible on the outside of the SIM Card.  An “IMSI Number” means an identification number (International Mobile Subscriber Identity) for each SIM card based on a carrier code assigned to the Carrier, enabling any mobile carrier’s network to recognize the SIM Card associated with this IMSI as having been activated on the Carrier’s Wireless Network.  Each SIM Card is activated technically on the Wireless Network by HM at Customer’s request.  Once the SIM Card has been activated and inserted into a Wireless Terminal, Customer will be able to use the Wireless Services in the designated coverage area or on an International roaming basis, according to the Wireless Data Plan subscribed for by Customer.

 

Once shipped to Customer, Customer will hold ownership of the SIM Cards, provided that ownership of the software programs and the intellectual property embedded in the SIM Card or any other functions built into the SIM Card which allow interface with the Wireless Network, shall remain solely with the Carrier. The conditions for ordering SIM Cards from HM, as well as the delivery and storage conditions, are as set forth in a separate document which will be supplied by HM (at which time such document will be deemed incorporated into this Agreement).  Once shipped, Customer assumes sole and full liability for the SIM cards, their destruction or their loss and Customer agrees to monitor the management, maintenance and conservation of SIM cards at its own expense.  In all cases, Customer remains liable for any fraudulent use of SIM Cards lost or stolen after their shipment to Customer and Customer assumes will take responsibility for the consequences of this fraudulent use and for all related damages.

 

The SIM Cards delivered to Customer by HM are allocated specifically to the Wireless Services ordered by Customer in an Activation Order.

EXHIBIT C
Additional Terms and Conditions for HM-provided Satellite Equipment

  1. Title and Ownership. Title to and ownership of any and all HM-Provided Equipment shall remain at all times with HM.  Customer shall not remove, reconfigure, modify, sell, assign or otherwise transfer HM-Provided Equipment without HM’s prior written consent. Customer agrees to return all HM-Provided Equipment within five (5) business days following the expiration or termination of this Agreement (including pursuant to Section 11) or the applicable Activation Order (Customer is responsible for shipping costs), as set forth below.  HM may clearly mark all HM-Provided Equipment with labels or other material as HM shall deem appropriate to identify HM’s ownership thereof.  Customer shall not allow any liens, charges, encumbrances or other claims (“Liens”) to attach or become affixed upon all or any part of the HM-Provided Equipment.  In the event any such Liens are attached to the HM-Provided Equipment, Customer shall cause the same to be promptly released or discharged by payment, bonding or otherwise, and shall defend, indemnify and hold harmless HM against any losses caused thereby.

 

  1. Customer shall have care, custody and control of the HM-Provided Equipment and shall bear responsibility and liability for any loss or theft of, or damage to, the HM-Provided Equipment while in Customer’s control (ordinary wear and tear excepted).  Customer shall not alter the HM-Provided Equipment without the prior written consent from HM and shall use the Equipment only for its intended purpose in accordance with the operational parameters set forth in the Documentation.  If Customer alters the Equipment without HM’s prior written consent or use the Equipment for any other use than its intended use, then HM shall have no liability for any HM-Provided Equipment failure or responsibility to fix or replace such HM-Provided Equipment except at Customer’s expense.

 

 

  1. Customer shall maintain customary and adequate insurance against loss, theft, damage or destruction of HM-Provided Equipment. Customer’s insurance shall be deemed primary with respect to any loss, theft, damage, or destruction to the HM-Provided Equipment while in its care, custody and control.

 

  1. Customer must request an RMA form by email to support@hydramonaco.com and is responsible for completing the form with the requested information and returning the competed from to HM at the same email address, and HM will provide an RMA number upon receipt.  HM-Provided Equipment is to be returned in good and proper working condition (ordinary wear and tear excepted).  All returned items must be returned in their original boxes which include protective foam.  Each Satellite Terminal is shipped in five (5) separate boxes, one (1) for each of the following components: the mTenna, the IO Box, the iDirect modem, the back plate, and the cables) and must include all packing material, manuals, and any other HM provided accessories or equipment.  Shipment should made be to the address provided by HM in the RMA form, and the shipping label should reference the RMA number. Shipment should be made by express shipment (FedEx, UPS, DHL or an equivalent shipper) with a tracking number supplied to HM and adequate insurance selected.

 

HM is not responsible for damage or lost items caused by return shipping. Any damage or subsequent failure of the hardware product related to inappropriate packing will result in additional charges for the repair or replacement of the product.  Upon receipt, HM will test each Satellite or Wireless Terminal to ensure it is in proper working order.  If the Terminal(s) have no identifiable problems and show no damage beyond ordinary wear and tear, the security deposit will be returned in full to Customer within thirty (30) days following HM’s receipt of the Terminal.  In the event of any damage or loss not otherwise covered by insurance, the amount necessary for repair or replacement will be deducted first from the security deposit, and any remaining security deposit balance will be returned to Customer within the a thirty (30) working day period.  If the security deposit is not sufficient to cover the full amount of repair or replacement, the remaining amount owed will be invoiced to Customer with payment due immediately upon receipt of invoice.

 

If Customer does not return the HM-Provided Equipment within the above specified time period and or if the Provided Equipment is damaged and or not functioning, HM reserves the right to i) reasonably enter the Covered Facility to remove such HM-Provided Equipment, and ii) charge Customer the original retail value of the HM-Provided Equipment plus 50% as liquidated damages.