Flying Connected, Inc., d/b/a FELLO

Website Privacy Policy

Last Updated: November 26th 2018

Flying Connected, Inc. d/b/a FELLO ("FELLO") is committed to safeguarding information provided by users of its web site [https://www.fello.com]. People have different privacy concerns. This Privacy Policy is not a contract, nor does it create any legal rights. Providing information to FELLO is voluntary. This Privacy Policy is designed to make it clear about what information we collect, so that you can make meaningful choices about how it is provided. Your use of the site constitutes after the effective date of your acceptance of this Privacy Policy.

Why We Need Your Information

FELLO rents tablets and other mobile devices to individual and corporate clients. Therefore, we need some personal information in order to help you register on our web site, contact you about your account, ask you for feedback, send you newsletters and updates about our services, and respond to your requests for information. We will not send your personal information to anyone.

The Information We Collect

In order to help users get the most out of our services, we collect user-submitted personally identifiable information when you use the site. Such information may include your name, password, postal code, email address, and phone number for communication purposes. Information may be submitted to the FELLO website or via phone or email.

As detailed in the "Data Transmission and Storage" section below, we use Secure Socket Layer (SSL) encryption on any page of the site where we ask you to submit personally identifiable information and encrypt all such information for safe storage in our system.

We also gather non-personally identifiable information when you use the site. Such data is compiled in aggregate and includes things like the referring URL and the type of browser you may be using to access the site. This data is used to better understand and enhance the user experience on the site.

Your Choice to Opt-Out

FELLO may send you email communications periodically detailing new features or promotions on the site. You may unsubscribe from these messages by using the link at the bottom of the email. We may also send you email messages about the status of your account or any notices as required by law. You may not opt-out of receiving these administrative emails so long as you continue to use this voluntary service. If you wish to terminate your account, please contact us.

Data Transmission and Storage

FELLO is committed to keeping your information private and secure. Once information has been collected, we encrypt sensitive data in our database for added security. FELLO also uses firewalls and hardware monitoring across our system to protect against unauthorized access.

Information Sharing

FELLO does not disclose or sell your personally identifiable information without your consent. However, we reserve the right to release non-personally identifiable information collected in aggregate.

Cookies

Cookies are files that your web browser stores on your computer when you visit a web site. We use cookies to track how often you visit our site and what pages you view. Sometimes we use third party cookies from other companies to help us improve the quality of our web services or to serve ads when you visit our website. Third party advertisers may use information about your visits (not your name, address, email address or telephone number) to this site and other sites to provide advertisements that may be of interest to you.

Minors

FELLO does not knowingly collect personally identifiable information from children under the age of 13. If you are under the age of 13, please do not provide your contact information or any other personally identifiable information to us. If you are the parent or legal guardian of someone under the age of 13 who may have provided us with information without your knowledge or consent, please contact us to have this information removed.

Legal Requests and Business Transfers

FELLO may disclose personal information when we believe such action is necessary to comply with the law or enforce or apply our Terms of Service. In the event of a change in control of FELLO’s business, personal information may be exchanged as part of a merger, sale, or other business transfer. If such a transfer makes a material change to this Privacy Policy, we will notify you of any changes.

Password Security

Please remember to help keep the site secure by never sharing your username or password. If you think your password may have been compromised, please change it immediately or contact FELLO for additional assistance.

Linking to Third-Party Websites

FELLO may provide links to websites that are owned or operated by other companies ("third-party websites"). When you use a link online to visit a third-party website, you will be subject to that website’s privacy and security practices, which may differ from ours. You should familiarize yourself with the privacy policy, terms of use and security practices of the linked third-party website before providing any information on that website.

Privacy Policy Changes

FELLO reserves the right to change this Privacy Policy due to modifications to the site’s features and functionality. We will post any changes here and indicate the new effective date of the Privacy Policy at the top of the document. We encourage you to review the Privacy Policy for any updates while you are an active user of the site.

Contact Information

Questions regarding this Privacy Policy should be directed to the mailing address below.

Flying Connected, Inc. d/b/a FELLO

10 Park Place

Building 6-B, Suite 402

Butler, NJ 07405

(888) 528-6288

MASTER RENTAL AGREEMENT  
Effective Date: August 4th, 2023  

PLEASE READ THIS AGREEMENT CAREFULLY

General: Flying Connected, Inc., d/b/a Fello (“Fello,” “We,” “Our,” or “Us”) owns and operates various web pages, applications, landing pages and payment portals (collectively, the “Platform”), which provides for: (i) the rental of various types and categories of Equipment (defined below); and (ii) the purchase of various related Services (defined below).

This Master Rental Agreement constitutes a binding contract that governs the legal relationship between you (“You” or “Renter”) and Fello, including but not limited to orders for Equipment and/or Services (“Orders”) which You submit to Fello, and Your use of the Platform. By accessing the Platform, or by accepting services from Fello, or submitting Order(s) to Fello, or by clicking on a button or checking box(es) marked “I Agree,” as the case may be, you agree to all of the terms and conditions that are set forth in this Agreement.

You must be at least 13 years or older to use the Platform. If You are at least 13 years old but not yet 18 years old (or the legal age of majority, if different in your jurisdiction), then You must review this Agreement with your parent or guardian, and they must understand and agree to these terms on your behalf, for You to use the Platform, submit Orders and/or accept Services from Fello.

Defined Terms: When used herein, the following terms shall have the following meanings:

“Alternative Shipping Methods” is defined to include courier, private ground transport, expedited shipping, and Shipping Carriers other than UPS ground.

“Agreement” shall refer to this Master Rental Agreement.

“Billing Period” shall be defined as beginning on the date you submit your Order to Fello until one hundred twenty (120) days after the Rental End Date.

“Bulk Order” is defined as any Order in which the cumulative value of the applicable Replacement Costs is equal to or greater than $5,000.00. Replacement Costs are referenced in the Fee Schedule in Appendix A.

“Cancellation Fee” is defined in Section 10 below.

“Cancellation Cut-off Date” is defined in Section 10 below.

“Custom Media Installation” may be referred to as “CMI”.

“Confirmation Email” is defined in Section 7 below.

“Credit Card Information” is defined to include the account number, the credit card account name, billing address, CVV/security code and the expiration date.

“Data Overage Rate” is defined in Section 33 below.

“Designated Delivery Location” means a valid and correct street address where the Equipment will be delivered.

“Effective Date” is the date indicated at the top of this Agreement.

“Equipment” shall be defined as various hardware, devices and accessories, including but not limited to, iPads, iPhones and POS devices.

“Fee Schedule” is defined as the table of Rental Fees and Incidental Costs which apply to all Orders. The Fee Schedule may be viewed in Appendix A.

“Fello Indemnities” is defined in Section 52 below.

“Fello Releasees” is defined as Fello and its employees, directors, officers, shareholders, agents, advisors, attorneys, accountants, contactors, affiliates and representatives.

“Force Majeure Event” is defined as any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of electronic or telephone communications, government or municipal mandates related to pandemics (including the Coronavirus Pandemic), public health emergencies, power or other utility, labor problem, unavailability of supplies, or any other event, whether similar or dissimilar to any of the foregoing, which is beyond the reasonable control of a party.

“Incidental Costs” is defined as fees and expenses including but not limited to Late Fees, Equipment Replacement Costs, Equipment Repair Costs, Hardware Insurance related Damage and Deductible Fees, Data Fees, Data Overage Charges, Shipping Costs, Equipment Cleaning Fees, Bank Service and Transactional Fees, Manual Processing Fees, Fees and Costs relating to the Services, and any and all fees and expenses related to the extension, modification and/or adjustment of your Order.

“Inspection Period” is defined in Section 18 below.

“Late Fees” means the applicable fees charged for Renter’s failure to timely return each item of Equipment within the time frame(s) provided in this Agreement.

“Master Rental Agreement” may be referred to as this “Agreement.”

“Material Damage” is defined as damage, defects or malfunctions that occur beyond ordinary wear and tear as would be expected for used and rental Equipment. For example, a cracked screen or Equipment which does not power on when fully charged would be deemed to have Material Damage.

“Menu Setup Services” is defined as design and implementation of custom menus or interfaces on the devices. 

“Modification Request” is defined in Section 11 below.

“Notice of Damage and Defects” is defined in Section 18 below.

“Off Platform Order” is defined as Orders submitted to Fello without using the Platform, such as by telephone or email. 

“Orders” is defined in Section 1 above.

“Platform” is defined in Section 1 above.

“Prepaid Data Allotment” is defined in Section 33 below.

“Replacement Equipment” is defined in Section 19 below.

“Rental End Date” means the last day of the Rental Period. The Rental End Date is the date that the Renter is required to submitted Equipment to the Shipping Carrier for its return to Fello.

“Rental Fee” is defined as the amount which is charged to rent Fello’s Equipment during the Rental Period. 

“Rental Period” is defined as the period of time beginning on the Rental Start Date and ending on the Rental End Date.

“Rental Period Extension Request” is defined in Section 21.

“Rental Start Date” means the date that the Renter’s Equipment is scheduled to arrive at Designated Delivery Location. 

“Renter” is defined in Section 1 above.

“Renter’s Inspection Period” is defined in Section 18 below”

“Return Inspection Period” is defined in Section 27 below.

“Rush Order” is defined as any Order which is received within five (5) business days prior to the Rental Start Date.

“Rush Fee” is defined as an amount equal to ten (10%) percent of the applicable “Rush Order.”

“Services” when used herein shall collectively refer to: On-Site Tech Support, Hardware Insurance, Shipping Insurance, Prepaid Data, Menu Setup Services, and CMI and any other such services that may be provided by Fello now or in the future.

“Shipping Carrier” refers to Fello’s chosen shipping carrier. Fello typically uses UPS to ship Orders within the continental United States.

“Shipping Costs” include, without limitation, any and all delivery service-related fees and costs, expedited shipping costs, taxes and governmental tariffs and duties (both domestic and international).

“Shipping Period” is defined as the period that the Equipment is in the possession of a Shipping Carrier.

Modification of this Agreement: We reserve the right to modify, change or update the form of Agreement that is offered on the Platform. Notice of any material change will be indicated with an updated Effective Date. Under certain circumstances, We may notify You of a change to this Agreement via email or by other means, as may be appropriate under the circumstances. Notwithstanding the foregoing, if You and Fello execute a form of this Agreement, the form of Agreement which has been executed by You and Fello shall remain in effect unless modified in a writing signed by each of the Parties.

Submission of Your Order: Your Order must be submitted through Our Platform and include the following required information: (i) the dates of Your Rental Period, including the Rental Start Date and Rental End Date; (ii) the types and quantities of Equipment requested; (iii) requested Services, if any; (iv) a Designated Delivery Location (we do not accept P.O. Box addresses); and (v) valid Credit Card Information, including the: (a) account number, (b) cardholder name, (c) billing address and postal code, (d) credit card expiration date, and (e) security code/CVV. This Agreement requires that you provide valid credit card information to Fello and that it be kept on file with Fello until the expiration of the Billing Period. We shall have the right, but not the obligation, to accept payment of initial Rental Fees by ACH, bank wire, check or money order. However, regardless of how your initial Rental Fees are paid, You are still obligated to provide valid Credit Card Information when You submit your initial Order, because your credit card will be used to process subsequent charges, if any, which may be required under this Agreement.

Credit Card Authorization: 

YOU AUTHORIZE FELLO TO CHARGE YOUR CREDIT CARD FOR AND ANY ALL: (1) RENTAL FEES; (2) SHIPPING COSTS; AND (3) INCIDENTAL COSTS. YOU AGREE TO PROVIDE FELLO WITH VALID CREDIT CARD INFORMATION (YOUR ACCOUNT NUMBER; ACCOUNT NAME; BILLING ADDRESS; CVV/SECURITY CODE; AND YOUR CREDIT CARD’S EXPIRATION DATE) WHEN YOU SUBMIT YOUR INITIAL ORDER AND YOU FURTHER AUTHORIZE FELLO TO MAINTAIN YOUR CREDIT CARD INFORMATION ON FILE UNTIL THE EXPIRATION OF THE BILLING PERIOD. FELLO SHALL HAVE THE RIGHT TO CHARGE YOU FOR ANY AND ALL RENTAL FEES, SHIPPING COSTS AND INCIDENTAL COSTS AS INCURRED AND ON AN ONGOING BASIS, WITHOUT FURTHER NOTICE TO YOU.

IF WE ATTEMPT TO CHARGE YOUR CREDIT CARD DURING THE BILLING PERIOD AND YOUR CREDIT CARD IS DECLINED FOR ANY REASON, YOU MUST IMMEDIATELY PROVIDE FELLO WITH A VALID REPLACEMENT CREDIT CARD AFTER RECEIVING NOTICE FROM US REGARDING A DECLINED OR FAILED PAYMENT, REGARDLESS OF THE CAUSE OF THE FAILURE (“CARD DECLINE NOTICE”). IF YOU FAIL TO PROVIDE A VALID REPLACEMENT CREDIT CARD WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIVING OUR CREDIT CARD DECLINE NOTICE, YOU SHALL BE CHARGED A CREDIT CARD NONPAYMENT FEE EQUAL TO FIVE (5%) PERCENT OF ANY OUTSTANDING BALANCE.

Order Receipt Confirmation: You will receive a Confirmation Email with the details of your Order, including the total amount charged to your credit card. The Confirmation Email is an indication that Your Order has been received by us, but it is not confirmation that we have accepted your Order for fulfillment. We may reach out to You to request additional information, documentation or details. If you do not receive a Confirmation Email after submitting your Order, please contact us to confirm that your Order has been received.

Rush Orders: Orders that are received by Fello less than five (5) business days prior to the Rental Start Date will be deemed Rush Orders. When you submit a Rush Order, you will be charged: (i) a ten (10%) percent Rush Fee; and (ii) expedited shipping costs. 

Bulk Orders: Fello may request additional information prior to accepting Bulk Orders (to validate and process Bulk Orders). Fello reserves the right, in its sole discretion, to decline Bulk Orders.

Off-Platform Orders: As provided above, all Orders must be submitted using the Platform. However, we shall have the right, but not the obligation, to accept Off-Platform Orders, on a case-by-case basis, by email, phone or other forms of communication. A five (5%) percent Manual Processing Fee will be added to all Off Platform Orders.

Order Cancellation: You may cancel all or any part of your Order by providing Fello with written notice at least thirty (30) calendar days prior to the Rental Start Date (“Cancellation Cut-off Date”). Provided that we receive timely notice from You prior to the Cancellation Cut-Off Date, You shall receive a refund of your payment, reduced by a Cancellation Fee (equal to twenty (20%) percent of your Order’s total), which we shall be deemed fully earned by Us. After the Cancellation Cut-off Date, your Order shall be deemed fully non-refundable. Notwithstanding the foregoing, Services related fees (e.g., On-Site Tech Support and CMI related fees) are non-refundable under all circumstances.

Order Modifications: Fello shall have the right, but not the obligation, to accept Modification Requests, if Fello determines that: (i) the requested Equipment or Services are available in sufficient quantities; and (ii) sufficient time is available to fulfill the request. If your Modification Request is granted, you authorize Fello to immediately charge your credit card for any applicable Rental Fees and Shipping Costs. If total amount charged for the Order is reduced as a result of the Modification Request (e.g., you request a reduction in the quantity of Equipment, or Equipment requested has lower Rental Fees than the substituted Equipment), then you will receive a Credit equal to the difference between the amount of your original Order total and the amount of your modified Order. You shall also incur a fee equal to twenty (20%) percent of the affected portion of your Order. The Credit may be applied to future Orders. If your Modification Request is received within five (5) business days of the Rental Start Date, you will be charged a Rush Fee equal to ten (10%) percent of the applicable Rental Fees for any additional Equipment. 

Shipping Costs: The Platform provides an estimate of Shipping Costs prior to checkout. Shipping Costs are paid when you submit your Order. Shipping Costs are non-refundable. Shipping Costs which are incurred during the Billing Period (after you have submitted your initial Order) will immediately be charged to Your credit card without further notice (for example, if we grant a Modification Request for additional Equipment, you will immediately be charged the additional Shipping Costs). 

Delivery Methods: We typically ship Orders using “standard” delivery services (e.g., UPS Ground within the continental United States). We reserve the right to use Alternative Shipping Methods, if we determine that an Alternative Shipping Method(s) is required to fulfill Your Order. Expedited Shipping will be utilized for all Rush Orders. In each case, you will be charged the Shipping Costs for Alternative Shipping Methods. 

Delivery to the Renter: You will receive a tracking confirmation number after your Equipment is shipped. Please retain tracking information for your records. If You need to change the Designated Delivery Location, or the time of delivery, please contact Fello, allowing sufficient lead time to fulfill the request. Please do not contact the Shipment Carrier for this request, as it may delay your Order’s shipment. 

Acceptance of the Delivery: You or your authorized representative must accept delivery of Equipment at the Designated Delivery Location which has been agreed upon by You and Fello. If the Shipping Carrier requests a signature confirmation, You or Your representative must provide one. If the Shipping Carrier is unable to complete the delivery for any reason, regardless of the cause, we shall have the right, but not the obligation, to arrange for re-delivery using an Alternative Shipping Method (in which case, you shall be immediately charged any additional Shipping Costs).  

Payment of Foreign Duties and Taxes: If foreign duties or taxes are incurred during the Shipping Period, they will immediately be charged to your credit card without further notice. Failure to pay foreign duties and taxes may result in the delay or “holding” of your Equipment—in which case you shall not be entitled to a refund, credit, or extension of your Rental Period. (You may also incur Late Fees if, during the return shipment, your failure to pay foreign duties or taxes results in a late return.) 

Risk of Loss During the Shipping Period: Renter is responsible for any and all loss, damage or theft occurring to the Equipment during the Shipping Period. Fello reserves the right to offer Shipping Insurance, the terms and conditions of which may be reviewed in the Shipping Insurance Agreement (Appendix B) If you purchase Shipping Insurance, the Shipping Insurance Agreement shall be incorporated into and made a part of this Agreement.

Renter’s Inspection Period: Renter shall have twenty-four (24) hours after receiving Equipment from Fello to inspect it for any Material Damage (the “Inspection Period”) and to provide Fello with written notice of any observed Material Damage (the “Notice of Damage and Defects”). The Notice of Damage and Defects must identify each affected item of Equipment by the Fello bar code (or by serial number, if the Equipment does not have a Fello bar code) and include a detailed description of the Material Damage. The Notice of Defects must also be accompanied by photographs of any visible Material Damage. (In the absence of the photographic documentation, Fello shall use its discretion to determine whether or not any Material Damage has occurred.) Renter agrees and consents to Fello’s final assessment regarding the presence and cause(s) of Material Damage.

Return of Damaged/Defective Equipment: After receipt of timely Notice of Damage and Defects, Fello will ship Replacement Equipment (of equal or newer specifications) to Renter at no additional cost. Renter will be provided with prepaid return shipping labels for return of the Damaged/Defective Equipment. Renter is required to provide the Damaged/Defective Equipment to the Shipping Carrier within twenty (24) hours after receiving Replacement Equipment (if this period falls on a holiday or weekend, then the Equipment must be provided to the Shipping Carrier before the end of the following business day) (the “Defective/Damaged Equipment Return Date”). The Renter must provide Fello with proof that the Equipment was placed in the possession of the Shipping Carrier. Valid proof shall include a populated tracking number showing either a “pickup” or “drop-off” scan or, if applicable, a receipt from the Shipping Carrier.  If Renter does not provide the Damaged/Defective Equipment to the Shipping Carrier on or before the Defective/Damaged Equipment Return Date, beginning on the following day, Renter will be charged the applicable daily Late Fees. If the Damaged/Defective Equipment is not received by Fello within five (5) days after the Defective/Damaged Equipment Return Date, then Renter will be charged the applicable full Replacement Costs for the Damaged/Defective Equipment. If, after Fello receives the Defective/Damaged Equipment, Fello determines that there is no Material Damage, then Renter will be charged Rental Fees, Rush Fees and Shipping Costs for the Replacement Equipment.

Equipment is Provided “As-Is” and Without Warranties: All Equipment is provided in an “As-Is'' condition and on an “As-Available” basis, without warranties of any kind, whether written or oral, expressed or implied. Renter acknowledges that Equipment may contain minor cosmetic blemishes, scratches and ordinary wear and tear that is typical of rental or used Equipment. Equipment and accessories may ship in various colors, which otherwise have the same functionality. If Renter would like to be provided with Equipment having a specific color or colors, Renter must make a specific written request to Fello. Provided that that the requested color(s) are available from Fello’s inventory, Fello will use its best commercial efforts to accommodate the Renter’s request.

Rental Period Extensions: Prior to the end of the Rental Period, the Renter may request an extension of its Rental Period (“Rental Period Extension Request”). Rental Period Extension Requests will not be accepted after 5:00 PM EST on the last day of the Rental Period (if the last day of the Rental Period is a holiday or weekend, then the deadline for submitting Rental Period Extension Requests shall be 5:00 PM EST of the last business day). Fello shall have sole and absolute discretion to accommodate or decline the Rental Period Extension Request. If Fello grants the Rental Period Extension Request, then the Renter authorizes Fello to immediately charge the applicable additional Rental Fees and Services Fees to the credit card on file. Renter further authorizes Fello to charge any additional Incidental Costs or Shipping Costs, if applicable to the extended Rental Period. A Rush Fee will be added to any Rental Period Extension Requests which were submitted on the last day of the Rental Period. If Renter’s credit card on file is expired or invalid, in connection with any Rental Period Extension Request, Renter will provide an updated method of payment that is acceptable to Fello.

Renter’s Obligation to Protect Fello’s Equipment Packaging: Equipment ships in specialized packaging, which may include foam materials and inserts (“Equipment Packaging”). Equipment Packaging shall not be disposed of or damaged by the Renter, and must be stored securely during the Rental Period. Renter is required to reuse the Equipment Packaging when returning Equipment to Fello. If the Equipment Packaging is damaged, lost and/or not returned, Renter will be charged the applicable Replacement Cost for the Equipment Packaging (Appendix A). In addition, Renter will be responsible for any damage caused to the Equipment because of Renter’s failure to ship the Equipment in the Equipment Packaging.

Prohibited Uses of the Equipment: You are prohibited from using the Equipment to obtain, distribute or disseminate content that is illegal, violates any laws, infringes on any copyright or trademark laws, or is deemed by Fello to be discriminatory, offensive, obscene, threatening, harassing, intimidating, or disruptive to any other person (the “Prohibited Uses”). The Renter shall refrain from, and prevent any third-party from engaging in, any of the Prohibited Uses. Fello shall have the right to immediately terminate this Agreement without refund of Rental Fees, Shipping Costs or Incidental Costs, if it becomes aware that the Renter or any third party is engaging in any of the Prohibited Uses.

Care of the Equipment by the Renter: 

Renter is responsible for any and all damage, loss or theft occurring to the Equipment during the Shipping Period, Rental Period or otherwise when the Equipment is in Renter’s possession or any third party. Renter must take reasonable measures to protect the Equipment and to keep track of the location and status of Equipment in its possession. 

Renter is prohibited from installing passcodes, locks or any other electronic or physical mechanisms on the Equipment that prevents or restricts access to the Equipment. (Renter may be responsible for Late Fees or Replacement Costs, if Equipment is returned to Fello in a “locked” state.)

Renter agrees that during the Rental Period, Equipment must remain in the same Postal Code as the Designated Delivery Location, unless Renter has obtained the prior written consent of Fello to move the Equipment outside of the Postal Code to a particular location. If Renter moves the Equipment outside of the Postal Code of the Designated Delivery Location without first obtaining the prior consent of Fello, Renter will be charged a five (5%) percent administrative fee.

Renter’s Obligation to Return the Equipment in a Timely Manner:u

On or before the Rental End Date, Renter must carefully and securely pack the Equipment in the Equipment Packaging and place the Equipment in the possession of the Shipping Carrier for pick-up or drop off. The Renter must retain proof that the Equipment was provided to the Shipping Carrier in a timely manner (e.g., a populated tracking number showing either a “pickup” or “drop-off” scan and/or a receipt from the Shipping Carrier showing a pick-up or drop-off dated on or before the Rental End Date). Fello will rely upon the Shipping Carrier’s tracking scan to determine whether the Equipment was provided to the Shipping Carrier in a timely manner.

Renter shall use the pre-paid shipping label(s) provided by Fello. Replacement shipment labels will be provided if requested, however, if Fello incurs any additional costs for replacement labels, the additional Shipping Costs will be charged to Renter’s credit card. 

Failure to Return the Equipment in a Timely Manner: 

Late Fees will be charged for any Equipment which is not placed in the possession of the Shipping Carrier on or before the Rental End Date. 

Replacement Costs will be charged for any Equipment which is not placed in the possession of the Shipping Carrier within five (5) calendar days after the Rental End Date. 

For purposes of clarification of the above, if the Rental End Date is June 1st, then the tracking scan must show a drop-off / pick-up occurring on or before June 1st for the return to be deemed “timely.” If the drop-off/pick-up has not occurred on June 1st, then beginning on June 2nd, the Renter will incur daily Late Fees. If, on June 7th, the Renter has not provided the Equipment to the Shipping Carrier, then Renter will be charged the full Replacement Costs for the outstanding Equipment. Late Fees and Replacement Costs may be reviewed on the Fee Schedule page (Appendix A). (Under the circumstances where both Late Fees and Replacement Costs are applicable, the Replacement Costs shall supersede the Late Fees and only the Replacement Costs shall be charged.)

Post-Rental Inspection of the Equipment by Fello: 

Return Inspection Period: Fello conducts a thorough inspection of all Equipment returned by the Renter. Fello’s inspection process includes: (i) counting Equipment and accessories to ensure that all items have been returned; (ii) inspecting Equipment for damage, defects and alterations; (iii) ensuring that the Equipment is in good working order and is reasonably clean and free of stickers. Fello shall have up to one hundred (100) days after the Rental End Date to complete its inspection of the Equipment (the “Return Inspection Period”). Fello shall have the right to extend the Rental Inspection Period for reasonable periods of time if it determines that additional time will be required to complete the inspection. 

Damaged Equipment: If Fello assesses that Equipment is damaged, Fello will determine whether the Equipment can be repaired. If the Equipment is repairable, the Renter will be charged the applicable Repair Cost. (If the Renter has purchased Hardware Insurance, the applicable Deductible Charge will be charged instead of the Repair Cost.) However, if Fello determines that the Equipment cannot reasonably be repaired, or if the Repair Cost is equal or greater than the applicable Replacement Cost, then the Replacement Cost will be charged to the Renter.

Locked Equipment: If Equipment is returned in a “locked” state (e.g. due to the presence of a passcode, lock or other locking mechanism) Fello will contact the Renter to request data required to “unlock” the Equipment (“Notice of Locked Equipment”). Beginning on the day after Fello sends Renter the Notice of Locked Equipment, Renter will be charged the applicable daily Late Fee, until Renter provides the required data to unlock the Equipment. However, if Fello is unable to unlock the Equipment within five (5) days after Fello sends Renter the Notice of Locked Equipment, then the applicable Replacement Costs will be charged.

Equipment Requiring Extraordinary Cleaning: If Equipment is returned either with stickers or in a state requiring extraordinary cleaning (beyond Fello’s typical cleaning process), Renter will be charged an applicable Cleaning Fee. 

Equipment that is Not Returned, Missing or is Lost: In addition to any other provision in this Agreement requiring the Renter to pay applicable Replacement Costs, if Equipment is not included in the return shipment, or if Renter admits that Equipment is missing or unaccounted for or is not included in a return shipment, Fello shall have the right to immediately charge Renter the applicable Replacement Cost(s) without notice.

Final Invoice: On or before the expiration of the Return Inspection Period, Fello will provide Renter with a final invoice itemizing, to a reasonable extent, the total amount of Late Fees, Replacement Costs, Repair Costs, Cleaning Fees, Services related fees and any applicable Incidental Costs (the “Final Invoice”).  The balance of the Final Invoice, if any, will immediately be charged to the Renter’s credit card on file, without further notice to Renter. 

Hardware Insurance: Hardware Insurance is an optional Service which covers incidents of theft of and/or repairable damage to the Equipment exclusively. If you purchase Hardware Insurance, you must agree to the Hardware Insurance Agreement, which shall be incorporated fully into this Agreement. The Hardware Insurance Agreement may be reviewed in Appendix C. Hardware Insurance may be purchased at the time you place your initial Order. Hardware Insurance fees are paid in full at the time you place your Order.

Hardware Insurance Exclusions: Hardware Insurance coverage excludes: (i) damage to the Equipment which Fello determines, in its reasonable discretion, that it is unable to repair; (ii) damage or loss of the Equipment which is the result of Renter’s negligence, malicious or willful acts, or the negligence, malicious or willful acts of any third parties which were provided access to the Equipment by the Renter; (iii) loss of the Equipment which is not supported by a timely filed police report; or (iv) any damage or loss which occurs during the Shipping Period (Shipping Insurance may be purchased separately as provided above.) If Renter intends to make a claim for theft, Renter is required to file a police report within twenty-four (24) hours of the claimed theft. Failure to provide Fello with a copy of a timely filed police report shall result in denial of the theft claim. If Fello reasonably concludes that, based upon its review of the submitted police report, that the alleged theft was wholly or partially the result of Renter’s gross negligence, Fello shall have the discretion to deny coverage. 

Shipping Insurance: Shipping Insurance is an optional Service which covers incidents of theft of and/or repairable damage to the Equipment occurring during a Shipping Period. If you purchase Shipping Insurance, you must agree to the Shipping Insurance Agreement, which shall be incorporated fully into this Agreement. The Shipping Insurance Agreement may be reviewed in Appendix B. Shipping Insurance may be purchased at the time you place your initial Order. Shipping Insurance fees are paid in full at the time you place your Order.

Waiver of Delivery Related Claims: You agree to fully discharge, waive and release the Fello Releasees from, and agree to not assert any claims, counter claims, clauses of action, suits, damages, judgments, demands of any kind, character and description against the Fello Releasees in connection with the shipment or delivery of the Equipment, including but not limited to any delays in providing the Equipment to the Designated Delivery Location. Fello’s sole obligation is to provide the Equipment to the Shipping Carrier in a timely manner, using the delivery time frames provided by the Shipping Carrier. Fello cannot guarantee that the Shipment Carrier will make timely delivery of the Equipment. Delivery delays that are caused, in whole or in part, by the Renter shall not be the basis for a refund, credit or Rental Period extension.   

Prepaid Data: The Renter may purchase an allotment of Prepaid Data coverage for use during the Rental Period (“Prepaid Data Allotments”). Prepaid Data Allotments are provided on a per-device basis (for example, the Renter may purchase one gigabyte of data per device for the duration of the Rental Period). 

Data Overages: If the Renter exceeds any device’s Prepaid Data Allotment, then any additional data usage by the device will be subject to Fello’s Data Overage Rate (which is referenced in the Fee Schedule (Appendix A). All data usage prior to or after the expiration of the Rental Period will be charged at the applicable Data Overage Rate. 

Data Usage Management: Renter shall use its best efforts to manage its data usage and not exceed the Prepaid Data Allotment. Fello does not provide estimates of the Renter’s data requirements, nor can Fello guarantee that Renter will not exceed its Prepaid Data Allotment. Renter must use its reasonable best efforts to estimate the Prepaid Data Allotment that will best suit its rental needs (for example, if Renter anticipates using data-intensive software, then Renter should purchase additional data or request CMI to include data-usage capping applications). 

No Warranties for Data or Wi-Fi: Data coverage is provided by third parties, such as Verizon Wireless. Therefore, Fello cannot guarantee or warrant the functionality, reliability of, or access to data coverage, Wi-Fi access or internet service. No refund will be provided with respect to the quality and availability of data coverage, Wi-Fi access or internet access. Renter fully disclaims, waives and releases any and all claims against the Fello Releasees with respect to the quality or availability of data coverage, Wi-Fi or internet access.

On-Site Technical Support:

Booking Window: On Site Technical Support Services (“OSTSS”) must be booked at least thirty-five (35) days prior to the Rental Start Date. Fello shall have the right, but not the obligation, to accept OSTSS within a shorter time prior Rental Start Date.  OSTSS requested within seven (7) days of the Rental Start Date, if accepted by Fello, shall be subject to a ten (10%) percent Rush Fee.

On-Site Technical Support Minimums: OSTSS bookings must include a minimum of: (i) two (2) calendar days of event support; and (ii) one assigned Technician for eight (8) hours each day.

Payment: The initial booking fees are paid at the time Renter submits the Order as a nonrefundable “deposit”.

Designated Contact Person: Prior to the Rental Start Date, the Renter must identify at least one (1) individual (“Designated Contact Person”) who Renter authorizes to act on behalf of the Renter and  coordinate activities with Fello’s Technicians.

Travel and Lodging Arrangements: Renter will be billed separately for OSTSS Technicians’ travel (e.g., airlines, trains, rental cars, ride sharing and taxis) and lodging (e.g., hotels, AirBnbs, Vrbo).

Technicians’ Responsibilities: Fello’s Technicians will perform the following tasks: (i) assisting Renter with unpacking Equipment; (ii) setting up Equipment at the Renter’s event; (iii) providing basic Equipment troubleshooting; and (iv) assisting Renter with the repackaging Equipment for the return shipment to Fello. Technicians cannot provide Renter with assistance for third-party (non-Fello) Equipment.

Renter’s Responsibilities: Renter is responsible for: (i) inspecting the Equipment when received for any Material Damage (see Section 18 above); (ii) assisting Technicians with unpacking Equipment; (iii) handling financial transactions with the Equipment; and (iv) ensuring that the Equipment is ready for pick-up/drop-off with the Shipping Carrier.  All communications regarding OSTSS must be made to Fello’s in-office staff.

Requests for Additional Support Time: If the Renter requests additional OSTSS event days or hours beyond the pre-scheduled booking period, Fello will use its best commercial efforts to accommodate the request, provided that sufficient personnel are available. Requests must be confirmed to Fello’s in-office staff by Renter’s Designated Contact Person. If Fello agrees to accommodate the request, Renter shall immediately be charged for the additional support time and any Incidental Costs. Please note that additional Lodging and Travel Costs may be incurred by the Renter due to required last-minute schedule changes. Notwithstanding the foregoing, Fello shall have the right, in its sole discretion, to decline requests for additional support time.

Menu Setup Services: Menu Setup Services are available for Square devices. Menu Setup Services must be requested at least twenty-eight (28) days prior to the Rental Start Date to be included in the fulfillment of the Order. Renter shall pay an initial, non-refundable deposit when requesting Menu Setup Services. 

Square Account Required: Renter is required to register for a Square account before Fello will be able to prepare Menu Setup Services. (If Renter does not promptly sign up for a Square account, Fello may be unable to fulfill the Menu Setup Services request.)

Renter Must Provide all Requested Information to Fello: Fello’s staff will contact Renter for additional information that may be required to complete the Menu Setup Services. The Renter must provide all of the requested information to Fello, in a prompt, complete and organized manner, no later than fourteen (14) calendar days prior to the Rental Start Date. Any additional information requests by Fello must be responded to within twenty (24) hours of transmission. If Renter does not abide by the foregoing time frames, Fello may exclude the Menu Setup Services from the fulfilled Order.

Billing: Renter will be billed for any time spent working on Menu Setup Services at the hourly rates provided in the Fee Schedule (Appendix A). The amount of work required to complete requested Menu Setup Services shall vary based upon the scope and complexity of each Order. A final invoice will be prepared after the completion of the work and the Renter’s credit card will immediately be charged without further notice. The non-refundable deposit shall be credited towards the amount of the invoice. If the Renter requests additional work after the invoice has been issued, then if the additional work is accepted by Fello, it shall be billed at the “stepped-up” increased hourly rate in the Fee Schedule (Appendix A.).

Notwithstanding the above, Fello shall have absolute right to decline Menu Setup Services related work.

Custom Media Installation: 

The Renter may, at its option, purchase Custom Media Installation (“CMI”), which includes, for example, the installation of special content, applications, software or other custom configurations or imaging on the Equipment. 

CMI requests must be submitted to Fello no later than seven (7) calendar days prior to the Rental Start Date to ensure that Fello will be able to include the requested CMI in the fulfilled Order. The Renter will be provided with an email link to a form (http://fello.com/cmi) (the “CMI Form”), which must be filled out and returned to Fello no later than seven (7) calendar days prior to the Rental Start Date. If additional information regarding the CMI is requested by Fello, Renter must provide the requested information to Fello within seven (7) calendar days prior to the Rental Start Date. If Renter fails to abide by the above time frames, Fello may exclude the requested CMI from the Order. 

The Renter is solely responsible for determining whether the requested content, application(s), software, custom configuration(s) or imaging are appropriate for the Order. The CMI fees must be paid up front, at the time the Order is placed. When placing an Order on the Platform, the Renter shall select either “Basic CMI” or “Advanced CMI,” based upon various criteria. Fello reserves the right to escalate Basic CMI to Advanced CMI and charge the Renter the increased fee if the criteria for Advanced CMI is met.  

Replacement Costs Supersede Late Fees: In any instance where both Replacement Costs and Late Fees are applicable, the Renter shall only be charged the applicable Replacement Costs.

Fello’s Right to Decline Orders: In addition to any other rights conferred to Fello under this Agreement, Fello shall have sole and absolute discretion to decline any Order. If your Order is declined, Fello will promptly refund your payment. Notwithstanding the foregoing, it is Fello’s policy to refuse Orders from Renters who have a history of late payments, late Equipment returns, have lost Equipment, or have an outstanding balance of Rental Fees, Shipping Costs and/or Incidental Costs. Orders without valid Credit Card Information will automatically be declined.

Fello’s Right to Decline to Sell Hardware and/or Shipping Insurance: Fello shall have absolute discretion to decline requests for Hardware Insurance and/or Shipping Insurance to Renters: (i) whose intended use of the Equipment, in Fello’s opinion, increases the risk of loss or theft; or (ii) who have previously filed claims for loss or theft. 

Mobile Device Management: Renter acknowledges, agrees and consents that Fello may interact with Equipment remotely, including for, but not limited to, the following purposes: (i) monitoring Equipment usage; (ii) inspecting, downloading, installing, modifying and/or removing software and applications; and (iii) modifying device settings. Fello shall not be responsible for any data that is lost or compromised in connection with its remote access of the Equipment. Notwithstanding the foregoing, Fello makes no representation or warranty, express or implied, that it will be able to troubleshoot Equipment via the use of Mobile Device Management.

Default and Termination: Renter acknowledges that each of its obligations described in this Agreement is a material and essential obligation; that nonperformance of such obligations will adversely and substantially affect Fello; and that the exercise by Franchisor of the rights and remedies set forth herein is appropriate and reasonable. 

Termination Upon Notice by Fello: Renter will be deemed to be in material default and Fello may, at its option, terminate this Agreement and all rights granted hereunder, without affording Renter any opportunity to cure the default, effective immediately upon notice to Renter, upon the occurrence of any of the following events

if Renter becomes insolvent or makes a general assignment for the benefit of creditors; or if Renter files a voluntary petition under any section or chapter of federal bankruptcy law or under any similar law or statute of the United States or any state thereof, or if an involuntary petition is filed with respect to Renter under any such laws and is not dismissed within sixty (60) days after it is filed; 

if Renter is convicted of, or has entered a plea of nolo contendere to, a felony, a crime involving moral turpitude, or any other crime or offense that Fello believes is reasonably likely to have an adverse effect on its business, the goodwill associated therewith, or Fello’s interests therein.

if thirty (30) days after the transmission of a Credit Card Decline Notice, Renter has not provided valid replacement credit card information;

if Renter’s payments are declined or fail for any reason on more than two (2) occasions;

if Renter or a third party possessing the Equipment is determined by Fello to have engaged in any of the Prohibited Uses of the Equipment; 

if Fello determines that Renter or any third party possessing the Equipment is handling the Equipment in a willful or reckless manner which is likely to cause damage to the Equipment; or

Renter is in default of any provision of this Agreement and fails to cure the default within thirty (30) days.

Effect of Termination: If this Agreement is terminated by Fello as provided above, Renter shall be required to immediately return any and all outstanding Equipment. All Rental Fees, Shipping Costs and Incidental Costs shall become immediately due and payable. The provisions relating to Copyrights, Trademark, Disclaimer, Limitation of Claims, Indemnification and Dispute Resolution, shall survive termination.

Interest on Unpaid Amounts: Any amount which has become payable pursuant to the terms of this Agreement or any decision by arbitrators or judgment by a court of law, but which has not been timely paid, shall bear interest until paid in full. The interest rate shall be the lesser of eighteen (18%) percent per annum and the maximum rate then permitted for the Parties to contract for under applicable law.

No Passwords Provided: Fello does not provide Apple IDs or other login credentials with the Equipment. If the Renter requires the installation of third-party applications requiring login credentials, the Renter must obtain and use its own Apple ID. The Renter is also responsible for maintaining the security of its passwords. All Equipment must be returned in an unlocked state (in which no password or login credentials are required to access the Equipment).

Consumables: Consumable products, including but without limitation, paper, ink cartridges and receipt tape, are not included with Equipment and must be purchased separately by the Renter. The Renter agrees to use only consumable products which are approved by the Equipment’s manufacturer and to not use refurbished consumables.

Expiration of Credits: If you receive a “credit” towards future purchases, the credit shall expire thirteen (13) calendar months after the date of issuance (with the expiration occurring on the earlier of the same numeric date of the thirteenth calendar month or the last day of the thirteenth calendar month).

Notice and Waiver Regarding Fello’s Use of Third-Party Payment Service Providers: You acknowledge that Fello utilizes third-party payment service providers to process credit card payments. Our third-party service providers may charge fees when processing payments. You agree to waive, discharge and release the Fello Releasees with respect to any claims, damages liabilities or losses sustained in connection with your submission of credit card information to the payment service provider, including but without limitation the theft or loss of credit card information. Fello disclaims all liability in this regard.

Educational Provider Policy: Renter acknowledges that it shall bear primary responsibility for the protection and return of Equipment that is provided for use by third parties (e.g., students, teachers, staff, etc.). Renter will use its best efforts to secure the Equipment from damage or loss and timely return the Equipment. Renter acknowledges that the payment of charges, including Late Fees and Replacement costs related to damage, loss or late return of the Equipment will be the Renter’s sole responsibility, regardless of the part(ies) causing the damage, loss or late return.

Healthcare Provider Policy: Renter acknowledges that it shall bear primary responsibility for the protection and return of Equipment that is provided for use by third parties (e.g., patients, visitors, medical, dental and clerical staff, etc.). Renter will use its best efforts to secure the Equipment from damage or loss and timely return the Equipment. Renter acknowledges that the payment of charges, including Late Fees and Replacement costs related to damage, loss or late return of the Equipment will be the Renter’s sole responsibility, regardless of the part(ies) causing the damage, loss or late return.

Taxes and Governmental Fees: The Renter is responsible for paying any and all taxes, assessments, international customs duties, tariffs and governmental charges and assessments applicable to its Order. New Jersey sales taxes will be applied to all rentals shipped within the State of New Jersey.

No Warranties: FELLO MAKES NO WARRANTIES, CLAIMS OR REPRESENTATIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, IMPLIED CONDITIONS OR WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Fello shall not be liable for any damage, injury or loss to any person or property arising from the possession, operation or use of the Equipment (including, but not limited to, lost time or data, loss of use, or any other damages resulting from breakdown or failure of Equipment, or from delays in replacement or repair of Equipment), or any other circumstances related to the Agreement and the carrying out of the services contained therein, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise. Additionally, Fello shall not be liable for damages that are remote or speculative, or that could not have reasonably foreseen. Fello’s maximum liability shall not exceed the total amount of Rental Fees paid by the Renter.

Indemnification: To the fullest extent permitted by law, You shall, at your sole cost and expense, hold harmless and indemnify Us, our affiliates, all holders of a legal or beneficial interest in Us and all of our officers, directors, executives, managers, members, partners, owners, employees, attorneys, accountants, agents, representatives, affiliates, successors and assigns (collectively the “Fello Indemnitees”) from and against all losses, damages, fines, costs, expenses or liability (including reasonable attorneys’ fees and all other costs of litigation) incurred in connection with any action, suit, demand, claim, investigation or proceeding, or any settlement thereof, which arises from or is based upon: (a) any personal injury, bodily injury or property damage whatsoever occurring in connection with the your or use of the Equipment; (b) Any claim for breach of intellectual property rights directly or indirectly from use of Equipment by You; (c) Any loss or liability incurred by Us resulting from your possession, use or operation of the Equipment; (d) Any liability which we may incur by reason of Your use of the Equipment for any purpose other than as agreed upon by the Parties; (e) Any act by You resulting in a claim affecting our interest in or title to the Equipment and any action taken by Us to protect such interest and title; (f) Any damages claimed or threatened by a third-party due to your acts or omissions, including any negligent or intentional acts; (g) your violation, breach or asserted violation or breach of any federal, state or local law, regulation or rule; or (h) your infringement, violation or alleged infringement or violation of any trademark, patent or copyright. The obligations of this section shall expressly survive the termination of this Agreement.

Notices: We may deliver notice to you by means of e-mail, a general notice on the site, or by other reliable method to the address information you have provided to Us. All notices required under this Agreement shall be sent by certified mail or email to:

Typographical Errors: In the event that a Fello product or service is mistakenly listed at an incorrect price, Fello reserves the right to refuse or cancel any Rental Orders placed using the incorrect price. Fello reserves the right to refuse or cancel any such Rental Orders whether or not the Rental Order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, Fello may issue a credit to your credit card account in the amount of the incorrect price. Fello reserves the right to change inaccuracies or omissions, and to change or update information regarding products, pricing or promotions any time without prior notice.

Trademarks: All trademarks, service marks and trade names of Fello used in the site are trademarks or registered trademarks of Fello.

Copyright: The entire content included in this site, including but not limited to text, graphics, design, photographs, the selection and arrangement thereof, and code, is copyrighted as a collective work under the United States and other copyright laws, and is the property of Fello. 

Marketing and Promotion: Renter consents to Fello identifying Renter as a customer / client on its website, social media platforms and any and all presentations, news releases, advertisements, brochures, fact sheets and other marketing, promotional or informational materials (the “Marketing Materials”). Renter further agrees to provide Fello with the limited right to display Renter’s trademarks / logos on Marketing Materials for the purpose of identifying Renter.

No Relationship: This Agreement is purely a contractual relationship between the parties and does not appoint or make you an agent, legal representative, joint-venturer, partner, employee, servant or independent contractor of Franchisor for any purpose whatsoever. You may not represent or imply to third-parties that you are an agent of Franchisor, and you are in no way authorized to make any contract, agreement, warranty or representation on behalf of Franchisor, or to create any obligation, express or implied, on our behalf.

Limitation of Claims: No action or claim arising under or in connection with this Agreement, regardless of the type of claim, may be brought by Renter more than one (1) years after Renter becomes aware of or should reasonably have become aware of the occurrence of events giving rise to the cause of action.

Binding Effect: This Agreement is binding upon the Parties hereto and their respective executors, administrators, heirs, assigns and successors in interest. This Agreement shall not be modified except by written agreement signed by Us and You.

Severability and Modification: Each provisions and term of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall be held to be prohibited by or invalid under such applicable law, then, such provision or term shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provisions or term or the remaining provisions or terms of this Agreement.

Construction: All captions herein are intended solely for the convenience of the parties, and none shall be deemed to affect the meaning or construction of any provision hereof.

Assignment: Fello may assign this Agreement without notice to Renter. Renter may not assign this agreement without the prior written consent of Fello.

No Offset: You shall have no right of “offset” and will not withhold any payment, for any reason, of any Rental Fees, Shipping Costs or Incidental Costs or any other payment due to us under this Agreement. 

Further Assurances: Each Party to this Agreement will execute and deliver such further instruments, contracts, forms or other documents, and will perform such further acts, as may be necessary or desirable to perform or complete any term, covenant or obligation contained in this Agreement.

Third-Party Beneficiaries: Anything to the contrary notwithstanding, nothing in this Agreement is intended, nor shall be deemed, to confer upon any person or legal entity other than Us or You, and our respective successors and assigns as may be contemplated by this Agreement, any rights or remedies under this Agreement.

Governing Law: The parties agree that this Agreement will be governed by the laws of the State of New Jersey without regard to any conflict of laws principles.

Dispute Resolution: You agree that all disputes between the Parties with respect to this Agreement shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) before a single arbitrator in accordance with the then current Commercial Arbitration Rules (the "Rules") of the American Arbitration Association (the "AAA"). Notwithstanding the foregoing, the Parties agree that they will first attempt to resolve the dispute by direct negotiation, with the parties having at least one face-to-face meeting  (or by video conference, if requested by either Party). If the dispute has not been resolved within ten (10) days after the face-face meeting or video conference, as the case may be, then either Party may submit the dispute to arbitration. Arbitration proceedings will be held at a location mutually selected by Fello, or if no such designation is made, at such other location as is designated by the AAA. (Notwithstanding the foregoing, the arbitration proceedings may be conducted by video conference if any Party or the arbitrator prefers to participate in such a manner.)  If proper notice of any hearing has been given, the arbitrator will have full power to proceed to take evidence or to perform any other acts necessary to arbitrate the matter in the absence of any party who fails to appear. The arbitrator shall have the power to award any costs and expenses that the prevailing party incurs, including, without limitation, reasonable attorneys’ fees, accountants’ fees, arbitrators’ fees, experts’ fees, AAA administrative fees (including arbitrator compensation) and related fees, in favor of the prevailing party and against the non-prevailing party or parties. The Federal Arbitration Act shall govern, excluding all state arbitration laws. New Jersey law will govern all other issues. This arbitration clause will not deprive any party of any right it may otherwise have to seek provisional injunctive relief from a court of competent jurisdiction. Judgment on an award rendered by the arbitrator may be entered in any court of competent jurisdiction. This Dispute Resolution provision shall survive this Agreement. You understand and agree that You and Fello are waiving the right to a jury trial or trial before a judge in a public court. As the sole exception to this provision, Fello shall retain the exclusive right to pursue claims in the New Jersey Courts with respect to any dispute concerning unpaid Rental Fees, Shipping Costs or Incidental Costs and interest thereto. 

Entire Agreement: This Agreement and all exhibits to this Agreement constitute the entire agreement between the Parties and supersede any and all prior negotiations, understandings, representations, and agreements. 

Form of Execution: Execution of this Agreement may be accomplished electronically, signed by hand on a printed paper copy, or by facsimile transmission of a hand signed printed paper copy or an electronic copy.  Each form of execution shall be deemed binding and legally sufficient.

Force Majeure: Fello shall not be liable for, nor shall Fello be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a Force Majeure Event. If Fello claims the benefit of this provision, it shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement, if it is able to, as soon as reasonably practicable. If Fello makes a determination, in its sole and reasonable discretion, that it cannot carry out its obligations under this Agreement due to the occurrence of any Force Majeure Event (defined above), it will have the right to terminate this Agreement upon written notice to the other party.

Relationship of the Parties: The relationship between the parties shall only be that of independent contractors.  Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

Interpretation: This Agreement shall be fairly interpreted in accordance with its terms and conditions and the terms and conditions shall not be strictly interpreted in favor of or against either Party.  The use of the singular or plural form shall include the other form and the use of the masculine, feminine or neuter gender shall include the other.

Headings: The headings used in this Agreement are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof.

Appendix A - Fee Schedule

Appendix B - Shipping Insurance Agreement

General: Shipping Insurance is an optional add-on which may be purchased through Fello’s Platform when you place an Order. Shipping Insurance provides limited coverage against loss and theft of Covered Equipment (defined below) occurring during the Coverage Period (defined below). By purchasing Shipping Insurance, you agree to be bound to the terms and conditions of this Shipping Insurance Agreement (the “Agreement”), which are set forth herein. Shipping Insurance Fees shall be fully paid by you when you submit an Order containing a request for Shipping Insurance coverage. The Shipping Insurance must be purchased before your Order ships.

Defined Terms: Capitalized/boldfaced terms used but not defined in this Agreement shall have the meanings given to them in the Master Rental Agreement. All terms defined in the Master Rental Agreement. are incorporated herein by reference.

Incorporation of this Agreement Into the Master Rental Agreement: This Agreement shall form a part of, and be subject to, the Master Rental Agreement. In the event of a conflict or inconsistency between this Agreement, the Master Rental Agreement and any other agreement entered into by you and Fello, the terms, provisions and intent of the Master Rental Agreement shall govern.

Coverage Period: Shipping Insurance covers the period during which the Covered Equipment is in possession of the Shipping Carrier and in transit from Fello’s location to the Designated Delivery Location (the “Outgoing Shipping Period”). Notwithstanding the foregoing, the Coverage Period begins when Fello provides possession of the Equipment to the Shipping Carrier and ends upon the earlier of: (i) delivery of the Equipment to the Designated Delivery Location; (ii) termination or expiration of this Agreement as provided herein; or (iii) Fello’s issuance of a coverage determination as provided in Section 9 below (the “Coverage Period”).  

Covered Equipment Items; Fees; Deductibles: The items which are eligible for coverage (the “Covered Equipment”) are indicated in the Fee Schedule (Appendix A), together with the applicable Shipping Insurance Fees (Appendix A) and Deductible Fees (Appendix A). Fello reserves the absolute right, in its sole discretion, to amend the list of Covered Equipment and the Shipping Insurance Fees and Deductible Fees from time to time, without notice to you. The applicable fees shall be as of the date which you have entered into this Agreement. 

What is Covered by Shipping Insurance: The Coverage provided under this Agreement is limited to the following events:

Loss of the Equipment during the Outgoing Shipping Period: Shipping Insurance covers the loss of Covered Equipment that occurs while it in the custody of the Shipping Carrier during the Outgoing Shipping Period. The Shipping Carrier’s tracking information that is associated with the applicable Order will be used to determine whether or not a loss has occurred; and

Theft of Covered Equipment during the Outgoing Shipping Period: Shipping Insurance covers any theft of Covered Equipment that occurs while the Covered Equipment is in transit during Outgoing Shipping Period.

What is Not Covered by Shipping Insurance: 

Damage to Equipment, regardless of the cause or nature of the damage;

Incidental or consequential damages of any kind;

Loss of Equipment caused by acts of God, fire, flood, explosions, war, terrorism, strikes, embargos, acts of the government, military authority or the elements;

Any instance of loss that is caused wholly, or in part, due to the actions or omissions of the Renter.

Equipment which is not described in the Fee Schedule as “Covered Equipment”; 

Shipping delays or late deliveries of Equipment; 

Partial deliveries of Equipment (i.e., a portion of, but not all, the Equipment is delivered); 

Loss or Theft occurring at any time outside of the Outgoing Shipping Period; and

Any other occurrence or event that is not expressly provided in Section 6 above.

Loss and Theft Coverage: 

Fello shall rely on the Shipping Carrier’s tracking information to determine the status of the Equipment during the Outgoing Shipping Period, including whether or not the Equipment has become lost or has been the subject of theft. Fello will use reasonable commercial efforts to determine whether Equipment has become lost or is the subject of theft. 

Shipment of Substitute Equipment: If, during the Outgoing Shipping Period, Fello becomes aware of loss or theft of Covered Equipment (based upon the Shipping Carrier’s tracking information), as a courtesy to the Renter, Fello shall first use its best commercial efforts to deliver Substitute Equipment to the Renter, provided that Fello determines, in its sole discretion, that: (i) sufficient time is available to ship the Substitute Equipment (so that it will arrive on or about the Rental Start Date, or within a reasonable time under the circumstances); and (ii) that Substitute Equipment is available from Fello’s inventory (the “Reshipment”). Notwithstanding the foregoing, Fello shall not be obliged to provide Reshipment if its fulfillment costs exceed the Rental Fees paid by the Renter. Substitute Equipment may include Equipment that is comparable to, but not the same model and/or make of the Equipment provided in the original Order.

Subject to Section 8(b) above, if Fello is either unable to, or otherwise exercises its right to not provide Reshipment, then Fello shall provide Renter with a refund of the Rental Fees for the Covered Equipment, following the procedure set forth in Section 8(d) and 8(e) below. Notwithstanding the foregoing, if Fello has provided Reshipment, then Renter shall not be entitled to, and Fello shall not provide, a credit or refund of Rental Fees).

In each case of a loss or theft that Fello becomes aware of, Fello shall have up to thirty (30) days after the date of the reported loss or theft to evaluate the applicability of coverage (“Coverage Review Period”). As set forth above, Fello shall rely upon the Shipping Carrier’s tracking information. If Fello determines that a bona-fide loss or theft has occurred, then Fello shall refund the Rental Fees paid by Renter within sixty (60) days after the expiration of the Coverage Review Period, less the sum of applicable Deductibles. (Shipping Costs are non-refundable.) 

If Fello determines that a loss or theft has not occurred (based upon updated tracking information, or if the Equipment is recovered or delivered), or if one or more of the Exclusions (see Section 7 above) are applicable, then coverage shall be denied and Renter will be responsible for paying Replacement Costs (Appendix A) (if the Equipment is not recovered), in addition to any applicable Rental Fees, Late Fees and related Incidental Fees as referenced in the Fee Schedule (Appendix A)

Coverage Determination by Fello: Fello shall have full discretion and authority to interpret all terms and provisions of this Agreement and to make a final determination pertaining to Renter’s eligibility for coverage.

Termination: 

Fello shall have the right to terminate this Agreement if Renter is breach of any provision contained in this Agreement, or the Master Rental Agreement or any other agreement between Renter and Fello, and Renter fails to cure the breach within thirty (30) days of notice thereof. Notwithstanding the foregoing, Fello shall have the right to immediately terminate this Agreement without notice to the Renter if the Master Rental Agreement is terminated for any reason. 

If this Agreement is terminated pursuant to this Section 10, then: (i) coverage shall immediately terminate, and any claims submitted under this Agreement shall be denied; (ii) Renter will be charged the applicable Replacement Costs for the Covered Equipment and any expenses that Renter has incurred in connection with a Reshipment; and (iii) Renter will be charged the amount of any issued credits and our refunds that have been issued under this Agreement. In addition to the foregoing, Renter shall have no right to receive reimbursement of its Shipping Insurance Fees. Fello’s remedies under this Section 10 shall be in addition to any other remedies available to Fello under this Agreement, the Master Rental Agreement or otherwise at law or in equity.

Severability: Each provisions and term of this shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall be held to be prohibited by or invalid under such applicable law, then, such provision or term shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provisions or term or the remaining provisions or terms of this Agreement.

Assignment: Fello may assign this Agreement without notice to Renter. Renter may not assign this agreement.

Limitations Period: No action or claim arising under or in connection with this Agreement, regardless of the type of claim, may be brought by Renter more than one (1) years after Renter becomes aware of or should reasonably have become aware of the occurrence of events giving rise to the cause of action.

Third-Party Beneficiaries: Anything to the contrary notwithstanding, nothing in this Agreement is intended, nor shall be deemed, to confer upon any person or legal entity other than Us or You, and our respective successors and assigns as may be contemplated by this Agreement, any rights or remedies under this Agreement.

Governing Law: The parties agree that this Agreement will be governed by the laws of the State of New Jersey without regard to any conflict of laws principles

Dispute Resolution: The Parties agree that all disputes between the Parties with respect to this Agreement shall be resolved using the Dispute Resolution procedure set forth in Section 55 of the Master Rental Agreement. 

Entire Agreement: This Agreement and all exhibits to this Agreement constitute the entire agreement between the Parties and supersede any and all prior negotiations, understandings, representations, and agreements. 

Form of Execution: Execution of this Agreement may be accomplished electronically, signed by hand on a printed paper copy, or by facsimile transmission of a hand signed printed paper copy or an electronic copy.  Each form of execution shall be deemed binding and legally sufficient.

Appendix C - Hardware Insurance Agreement

General: Hardware Insurance is an optional add-on which may be purchased through Fello’s Platform when you place an Order. Hardware Insurance provides limited coverage against repairable damage and theft of Covered Equipment (defined below) occuring during the Coverage Period (defined below). By purchasing Hardware Insurance, you agree to be bound to the terms and conditions of this Hardware Insurance Agreement (the “Agreement”), which are set forth herein. Hardware Insurance Fees shall be fully paid by you when you submit an Order containing a request for Hardware Insurance coverage. The Hardware Insurance must be purchased before your Order ships.

Defined Terms: Capitalized/boldfaced terms used but not defined in this Agreement shall have the meanings given to them in the Master Rental Agreement (above). All terms defined in the Master Rental Agreement are incorporated herein by reference.

Incorporation of this Agreement Into the Master Rental Agreement: This Agreement shall form a part of, and be subject to, the Master Rental Agreement. In the event of a conflict or inconsistency between this Agreement, the Master Rental Agreement and any other agreement entered into by you and Fello, the terms, provisions and intent of the Master Rental Agreement shall govern.

Coverage Period: Hardware Insurance covers the period that you are in possession of Fello’s Covered Equipment. Coverage begins when you accept the Covered Equipment from the Shipping Carrier at the time of delivery and coverage ends upon the earlier of: (i) 11:59 P.M. on the Rental End Date; (ii) your submission of the Equipment to the Shipping Carrier (for the return shipment to Fello); or (iii) termination or expiration of this Agreement as provided herein (the “Coverage Period”).  

Covered Equipment Items; Fees; Deductibles: The items which are eligible for coverage (“Covered Equipment”) are indicated in the Fee Schedule (Appendix A) together with the applicable Hardware Insurance Fees and Deductibles (Appendix A). Fello reserves the absolute right, in its sole discretion, to amend the list of Covered Equipment and the Hardware Insurance Fees and Deductibles at any time, without notice to you. However, the Covered Equipment, Hardware Insurance Fees and Deductibles provided as of the date you enter into this Agreement shall be applicable during the Coverage Period. 

Repairable Damage to Covered Equipment: Hardware Insurance covers instances where Covered Items become damaged during the Coverage Period and the damage is repairable; and

Theft of Covered Equipment: Hardware Insurance protects against the theft of Covered Equipment that occurs during the Coverage Period and is supported by a timely filed police report.

Equipment damage or failures caused by acts of God, fire, flood, explosions, war, terrorism, strikes, embargos, acts of the government, military authority or the elements

Abuse, misuse or improper use, improper installation, water damage or Renter or third party negligence;

Damages to Covered Equipment’s software or Operating Systems;

Pre-existing defects or operational failures of the Covered Equipment;

Cracked displays, unless the cracked display(s) are the result of normal wear and tear to the Covered Equipment, or a defect in parts or manufacturing;

Equipment which is not described in the Fee Schedule as “Covered Equipment”; 

Covered Equipment which Fello determines is unable to be repaired and will require replacement; and

Damage Claims: After the Rental Period, you are required to return Equipment to Fello. When the Equipment is received, Fello’s inventory team conducts an assessment of the returned Equipment during the Return Inspection Period, including whether Equipment has been damaged and whether the damaged Equipment is repairable. Notwithstanding the exclusions set forth in Section 7 above, Covered Equipment which is deemed to have been damaged and is capable of being repaired will qualify for coverage, in which case you will be charged the amount of the applicable deductible in the Final Invoice instead of the Replacement Cost. However, if the Covered Item cannot be repaired and requires replacement, you will be charged the Replacement Cost. 

Theft Claims: In the event of the theft of Equipment, Renter must file a police report within twenty (24) hours of the alleged theft. Renter’s failure to provide Fello with a copy of a timely filed police report shall result in denial of the theft claim. Renter shall also submit any proofs it has of the theft (including, for example, evidence of break-ins, affidavits, and other evidence that would tend to support the claim). Fello may request additional evidence and supporting documentation of the alleged theft. Fello shall have until the expiration of the Rental Inspection Period to make a determination as to whether a bona-fide theft claim has been submitted and based upon the evidence provided by Renter to Fello, whether coverage shall be granted. If Fello grants the theft claim, then you will be charged the applicable Deductible Fee in the Final Invoice, in lieu of Replacement Costs. However, if your theft claim is denied for any reason, then the Replacement Costs shall be charged. 

Coverage Determination by Fello: Fello shall have full discretion and authority to interpret all terms and provisions of this Agreement and to make a final determination pertaining to Renter’s eligibility for coverage.

Termination; Effect of Termination: 

Fello shall have the right to terminate this Agreement if you are in breach of any provision contained in this Agreement, the Master Rental Agreement or any other agreement between you and Fello, and you fail to cure the breach within thirty (30) days of notice thereof. Notwithstanding the foregoing, Fello shall have the right to immediately terminate this Agreement without notice if the Master Rental Agreement is terminated for any reason. 

Severability: Each provisions and term of this shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall be held to be prohibited by or invalid under such applicable law, then, such provision or term shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provisions or term or the remaining provisions or terms of this Agreement.

Assignment: Fello may assign this Agreement without notice to Renter. Renter may not assign this agreement.

Limitations Period: No action or claim arising under or in connection with this Agreement, regardless of the type of claim, may be brought by Renter more than one (1) years after Renter becomes aware of or should reasonably have become aware of the occurrence of events giving rise to the cause of action.

Third-Party Beneficiaries: Anything to the contrary notwithstanding, nothing in this Agreement is intended, nor shall be deemed, to confer upon any person or legal entity other than Us or You, and our respective successors and assigns as may be contemplated by this Agreement, any rights or remedies under this Agreement.

Governing Law: The parties agree that this Agreement will be governed by the laws of the State of New Jersey without regard to any conflict of laws principles

Dispute Resolution: The Parties agree that all disputes between the Parties with respect to this Agreement shall be resolved using the Dispute Resolution procedure set forth in Section 55 of the Master Rental Agreement. 

Entire Agreement: This Agreement and all exhibits to this Agreement constitute the entire agreement between the Parties and supersede any and all prior negotiations, understandings, representations, and agreements.