THIS EQUIPMENT LEASE (“Lease”) by and between Grover USA, Inc., a Delaware corporation, having its principal place of business at 833 Broadway, c/o Spark Labs, New York, New York, 10003 (hereafter referred to as “Grover” or the “Company”) and current user (“Lessee”). By clicking on the “Place Order” button, Lessee agrees to be bound by these terms and conditions, and confirms that Lessee has read them. Grover may at its sole discretion modify these terms and conditions at any time. Please check them from time to time as your continued rental of any equipment indicates acceptance of any changed terms and conditions. Changes will not apply retroactively and will become effective immediately as posted on this site.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, the parties hereto agree as follows:
1. Basis of Lease.
Your receipt of an electronic or other form of order confirmation does not signify Grover’s acceptance of Lessee’s order, nor does it constitute confirmation of Grover’s offer to rent. Grover reserves the right at any time after receipt of Lessee’s order to accept or decline Lessee’s order or to supply less than the quantity Lessee ordered of any item for any reason. Grover may, at its sole discretion, perform an internal eligibility check and gather information from third parties regarding Lessee’s past rental history and credit worthiness. An agreement will be formed on the date that Grover sends Lessee an email confirming shipment (the “Commencement Date”) of the equipment shown in the order summary upon checkout (the “Equipment”). Subject to the terms and conditions of this Lease, Grover hereby leases to Lessee, and Lessee hereby leases from Grover, the Equipment.
2. Customer Service.
Grover strives to provides the best customer experience possible. The Grover self-service website allows the Lessee to perform many common requests, for example, updating the payment method, and requesting the cancellation of a Lease. In the event the Lessee requires more personalized assistance, the Lessee can contact the Customer Support team at Grover via email at [email protected], via the Live Chat feature on the Grover website, and via telephone at 1.646.934.6647. Customer Support is available Monday to Friday, excluding statutory holidays in the state of New York, between 9:00am and 6:00pm. Telephone support is complimentary, but carrier charges may apply.
Product technical support is provided on a best-ability basis and is non-guaranteed. Grover reserves the right to refer Lessee to other support methods, including, but not limited to, the Equipment manufacturer’s support channels and third-party resources. Any costs incurred will solely be the responsibility of the Lessee, and Grover shall not be liable for any reimbursements, in partial or in full.
3. Administration Fee.
Grover has provided all the tools and documentation to ensure a smooth and successful customer experience. In the event extra effort is required to process a Lease (eg. administration of damage and repair claims, and re-shipping of an order due to incorrect or insufficient address information), Lessee shall pay Grover an Administration Fee of $15.00.
Lessee is responsible for the payment for the shipping of the Equipment to Lessee’s premises and back to Grover, unless otherwise stated. Grover does not ship on federal holidays. Grover will send Lessee an email at the email address Lessee has provided when Equipment is shipped to Lessee. Grover will send Lessee an email at the email address Lessee has provided when Equipment rented by Lessee is received by Grover. Grover cannot guarantee when an order will arrive. Consider any shipping or transit time offered by Grover only as an estimate. Both the outbound (from Grover to Lessee’s premises) and inbound (from Lessee back to Grover) shipping charges for the order will be paid in advance and in full by Lessee, unless explicitly specified otherwise.
Use of shipping or delivery methods other than those arranged for or specified by Grover constitutes a violation of the terms of the Lease and may result in the application of penalties/late fees under Section 14 (Lost, Damaged, or Unreturned Equipment). The Lessee is responsible for bringing the package(s) to an authorized shipping location and having the package(s) scanned. Furthermore the Lessee agrees to obtain a receipt for the transaction and retain such receipt until Grover notifies the Lessee that Grover has received the package(s). Dropping the package(s) off in a drop-box, an un-staffed facility, third-party shipper, mailroom facility, or any other facility DOES NOT constitute a safe return of Grover’s property and constitutes a violation of the terms of the Lease, and Lessee will be liable for any losses resulting therefrom. Any loss will be calculated at full retail value. Until the Equipment is confirmed in the carrier’s possession, Lessee will be held liable and, if the Equipment does not show up as tracked with the carrier, Lessee will be liable for the cost to replace the Equipment or additional rental fees once the package begins to track with the carrier.
5. Multiple Delivery Attempts.
Lessee shall ensure that all delivery information are inputted correctly on the checkout webpage, and the delivery address is connect on the order confirmation email. If there is an error, the Lessee shall notify Grover immediately. In the event that an order with incorrect delivery information is shipped, and the order cannot be delivered on the first attempt, Grover will charge the Lessee’s credit card the standard Administration Fee in addition to the actual cost of shipping for each subsequent delivery attempts.
6. Rent and Payment.
Lessee shall pay the rent for the Equipment in advance in full for the rental period as specified on the website (typically 1 month in advance for a 1 month period) (the “Rental Period”). The total amount Lessee will pay per any rental period is determined as follows: number of months Lessee has the item on rent (paid each month up front) times the rental price per month. For example: if the rent is $29.90 per month for a product and if Lessee rents that product for three (3) months, the total amount paid for the rental period will be $29.90 x 3 = $89.70. Each rental period is one whole month without daily or weekly pro-rata adjustments and the rent is always charged on the same day of the month as the Commencement Date for each monthly rental period, or in the case where the day does not exist in a particular month, the charge will be initiated on the next available day. Each rent can be terminated at any time. If Lessee chooses to receive a discount because Lessee committed to an initially fixed rental period, then the rental for this product cannot be terminated ahead of the expiration of the agreed minimal rental period (note: it is typically three (3) months). If the Lessee fails to make any payment in full on the due date, Grover may charge the Lessee interest (both before and after any judgment/decree) on the amount unpaid at the greater of the amount permitted by Law or the then current prime interest rate (as quoted in the Wall Street Journal, Eastern Edition) plus four percent (4%). The Lessee’s obligation to pay rent and other amounts under this Lease is absolute and unconditional and is not subject to any set-off, deduction, counterclaim and/or any other withholding of monies. Grover may also choose to charge an administration fee of $40 per week for every week that the invoice remains unpaid, in addition to the ongoing outstanding rent charges. Grover may set a reasonable credit limit for the Lessee. Grover reserves the right to terminate or suspend the Lease and require Lessee to return the Equipment if allowing it to continue would result in the Lessee exceeding its credit limit or the credit limit is already exceeded. Grover reserves the right to store the Lessee’s credit card details on its password-protected customer account system and further reserves the right to use such details against future rentals made by the Lessee. Grover also reserves the right to use the details to offset against any losses, damages or unpaid rental.
7. Termination by Notice.
This Lease is effective as of the Commencement Date and will continue in effect until terminated in accordance with this Section (the period in which this Agreement is in effect, the “Term”). Lessee may terminate the Lease at any time by the physical return of the Equipment to Grover or by acquiring the Equipment under Section 20 (Purchase Option). If Lessee returns the Equipment to Grover, the Term shall continue to the end of the Rental Period during which the Equipment is received by Grover. Grover may terminate this Lease at any time with 25 days notice. The termination process includes a simple “cancellation request” online and is only complete after full and complete return to and receipt of the rented items at the Grover offices.
A Term of three (3) days or less will result in a full refund of the Equipment’s rental price including tax. The shipping fee will not be refunded.
8. Incomplete Return.
Grover will charge the Lessee’s credit card in the higher amount of the standard Administration Fee or the actual replacement value if the return of an Equipment is incomplete. The Equipment, in this case, would include the main product, accessories (eg. cables, adapters, lens covers, remote controllers, etc.), documentation (eg. manuals, safety leaflets, CD’s/DVD’s, etc.) and packaging.
9. Locked Devices.
Lessee is responsible for ensuring that a rented Equipment is fully removed from any activation authentication system prior to returning to Grover (eg. unpairing an Apple iPhone or Apple Watch from iCloud). If an Equipment is returned to Grover with the activation lock still engaged, Grover will consider the Lessee to have acquired the Equipment and charge the Lessee immediately according to the terms set out under Section 20 (Purchase Option).
Lessee shall use the Equipment in a careful and proper manner and shall comply with and conform to all national, state, municipal, police and other laws, ordinances and regulations (“Laws”) in any way relating to the possession, use, or maintenance of the Equipment. Grover is in no way responsible for Lessee’s use of the Equipment and shall be indemnified by Lessee for any legal action resulting from Lessee’s use of the Equipment, as explained in Section 22 (Limitation of Liability) below. In particular, Lessee shall: not remove any labels from and/or interfere with the Equipment, their working mechanisms or any other parts of them and shall take reasonable care of the Equipment and only use them for their proper purpose in a safe and correct manner in accordance with any operating and/or safety instructions provided or supplied to the Lessee; take adequate and proper measures to protect the Equipment from theft, damage and/or other risks; notify Grover of any change of its address and upon Grover’s request, provide details of the location of the Equipment; keep the Equipment at all times in its sole possession and not sublease, lend or otherwise give away to any third-party and is directly responsible for any conduct by such a third-party in relation to the Equipment; be responsible for the conduct and cost of any testing, examinations and/or checks in relation to the Equipment required by any Law, best practice and/or operating instructions except to the extent that Grover has agreed to provide them; return the Equipment in good working order and condition (fair wear and tear excepted) and in a clean condition together with all other documents and accessories relating to the Equipment.
Furthermore, Lessee shall not install any operating system software on any Equipment with a storage device (eg. computers, tablets, smartphones) that is not available to the general public. If the Lessee attempts to do so and fails to return the Equipment with the original software installed, Grover will consider the Equipment as damaged, and Section 15 (Lost, Damaged, or Unreturned Equipment) below shall apply.
11. Use of Drones.
When using drones, the legal provisions applicable to the use of drones shall be observed as well as the operating instructions of the manufacturer. The Lessee ensures that he/she:
- has a right of ascension, insofar as this is required by local, state, and federal air traffic regulations;
- has a liability insurance sufficient for the use of the drone;
- limits the ascent rate to the maximum allowed for drones by law;
- observes rules prohibiting the ascent and operation of drones in certain places and in certain zones and situations;
- operates with due care required in traffic; in particular, but not exclusively, that it controls the drone only in sight, avoids the use of the drone in areas with high human and animal concentration and in adverse weather conditions, prohibits the operation of a drone under alcohol influence, and permits children to use drones only under supervision; and
- adheres to the provisions of data protection laws during the preparation, publication and dissemination of image and film recordings using drones and observes the personal legal aspects of the persons reproduced.
The Lessee is exclusively liable for damages resulting from non-observance of the legal provisions and the improper use of the drone.
12. Right to Lease.
Grover represents and warrants that it has the right to lease the Equipment, as provided in this Lease.
The Equipment provided for lease, is, and at all times will remain, the sole and exclusive property of Grover; and the Lessee acquires no ownership, right, title or interest in the Equipment except as lessee subject to all the terms and conditions of this Lease.
Grover shall keep the Equipment in good repair, condition and working order and shall furnish any and all parts, mechanisms and devices required to keep the Equipment in good mechanical working order. Lessee shall not in any way repair or materially alter the physical or otherwise makeup of the Equipment. If Lessee repairs or alters the Equipment, or attempts to do so and damages the Equipment, and damage waiver is purchased on the rental item, the damage waiver becomes void.
15. Lost, Damaged, or Unreturned Equipment.
Lessee hereby assumes and shall bear the entire risk of loss and damage to the Equipment from any and every cause. No loss or damage to the Equipment or any part thereof will impair any obligation of Lessee under this Lease which will continue in full force and effect through the Term. In the event of damage of any kind to the Equipment, Lessee agrees to allow Grover to charge Lessee’s credit card for the full cost of repair of said damaged Equipment. Grover expressly reserves the right to choose the repair method and venue, within reasonable market value terms. Lessee and Grover agree to be bound, legally and otherwise, by the report of Grover’s chosen repair venue as to the cause of the damage to the Equipment. In the event of Equipment becoming lost or damaged beyond repair, Lessee shall pay for a full replacement and shall not be entitled to ownership of the damaged Equipment.
16. Out-of-Stock Products and Multiple Product Orders.
Grover will ship product as it becomes available. There may be times when the product Lessee ordered is out-of-stock which will delay fulfilling Lessee’s order. Grover makes no guarantees as to availability of Equipment. Any estimate of availability provided by Grover is based on the assumption that each Grover customer returns Equipment within the prescribed term period. Grover will keep Lessee informed of any products that Lessee has ordered that are out-of-stock and unavailable for immediate shipment. If Equipment is out-of-stock or unavailable, Lessee may cancel the order at any time prior to 24 hours or more before the intended shipping date. For a multiple product order, Grover will make every attempt to ship all products contained in the order at the same time. Products that are unavailable at the time of shipping will be shipped as they become available, unless Lessee notifies Grover otherwise. Lessee will only be charged for products contained in a given shipment, plus any applicable shipping charges and taxes. Lessee will only be charged for shipping at the rate quoted on Lessee’s purchase receipt. The entirety of this shipping charge may be applied to the first product(s) shipped on an order requiring multiple shipments.
17. Surrender and Deletion of Data.
Upon any termination of this Lease, Lessee shall return the Equipment to Grover in good condition and working order, ordinary wear and tear resulting from proper use thereof alone excepted, by delivering the Equipment at Lessee’s cost and expense via the shipping method of Grover’s choice. Ordinary wear and tear is to be determined at the discretion of Grover within the confines of the reasonably common and ordinary meanings of those terms. Lessee will be responsible for proper packaging of the return shipment using shipping and packaging materials as may be provided by Grover in the order shipment. Grover’s acceptance of the Equipment upon return by Lessee shall not represent Grover’s determination as to condition of Equipment upon return. Grover reserves the right to accept Equipment upon return by Lessee and make determinations regarding the condition of the Equipment within a reasonable amount of time. Grover’s determination as to the condition of the Equipment upon return by Lessee is binding under this Section and Section 15 (Lost, Damaged, or Unreturned Equipment).
Lessee is responsible for removing all confidential data or data subject to applicable data protection legislation that may be stored on the Equipment. Before Lessee returns the Equipment, Lessee is responsible for: (a) deleting the data on the hard disk drives and any other storage devices in the products such as solid state memories; (b) backing up or transferring any data prior to deletion; and (c) removing any removable media, such as SIM cards, SD cards, CDs or game discs. Grover does not accept liability for lost or confidential data or any software.
18. Damage Waiver.
Grover offers Lessee a damage waiver for unintentional damage to the Equipment during the Term. The determination of whether damage is unintentional and not abuse is at the sole discretion of Grover. In the event of damage covered by a damage waiver, the insured Lessee will pay Grover a deductible amounting to 50% of the value of a new item as the Equipment rented to Lessee. Valuation of the Equipment is within the sole discretion of Grover. A damage waiver does not cover lost or stolen items. A damage waiver does not cover water damage as that is considered to fall under the category of Lessee negligence. Also, any peripheral items in Lessee’s rental are not covered, including lens hoods, battery chargers, front and rear caps, cables, etc. If Lessee loses and/or damages these items, Lessee will need to pay for them to be replaced even if Lessee purchases a damage waiver.
19. Grover Credits.
Lessee will receive a 30% credit for each rental payment made to Grover. The credits can be used by Lessee towards the purchase price of the Equipment for which the payment was made.
20. Purchase Option.
If Lessee pays rental payments in excess of the manufacturer’s suggested retail price for the cost of a brand new version of the Equipment on the Commencement Date, Lessee will have the right to acquire all right, title and ownership interest in the Equipment (the “Purchase Option”). The amount of the Purchase Option will be 3 months of rent for such Equipment as specified by Grover in relation to the Equipment.
Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances. Lessee, or Grover at Lessee’s expense, shall report, pay and discharge when due all license and registration fees, assessments, sales, use and property taxes, gross receipts, taxes arising out of receipts from use or operation of the Equipment, and other taxes, fees and governmental charges similar or dissimilar to the foregoing, together with any penalties or interest thereon, imposed by any state, federal or local government or any agency, or department thereof, upon the Equipment or the purchase, use, operation or leasing of the Equipment or otherwise in any manner with respect thereto and whether or not the same shall be assessed against or in the name of Grover or Lessee. However, Lessee shall not be required to pay or discharge any such tax or assessment so long as it shall, in good faith and by appropriate legal proceedings, contest the validity thereof in any reasonable manner which will not affect or endanger the title and interest of Grover to the Equipment; provided, Lessee shall reimburse Grover for any damages or expenses resulting from such failure to pay or discharge.
22. Limitation of Liability.
THE CONTENTS OF THE GROVER WEBSITE, AND THE EQUIPMENT GROVER DELIVERS ARE PROVIDED “AS IS.” GROVER MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY KIND ABOUT EQUIPMENT’S ACCURACY OR FUNCTIONALITY OR SAFETY. GROVER ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE EQUIPMENT OR THE CONTENT OF THE GROVER WEBSITE, FOR ANY FAILURES, DELAYS, OR INTERRUPTIONS IN THE DELIVERY OF THE EQUIPMENT OR ANY CONTENT CONTAINED ON THE GROVER WEBSITE, FOR ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE EQUIPMENT OR THE CONTENT PROVIDED ON THE GROVER WEBSITE, OR FOR ANY CONDUCT BY USERS OF THE EQUIPMENT OR THE GROVER WEBSITE. TO THE FULL EXTENT PERMISSIBLE BY LAW, GROVER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES ABOUT THE EQUIPMENT GROVER DELIVERS, INCLUDING, FOR EXAMPLE, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. IN ADDITION, GROVER DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE GROVER WEBSITE IS ACCURATE, COMPLETE, OR CURRENT. PRICE AND AVAILABILITY INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE.
IN NO EVENT WILL GROVER BE LIABLE TO LESSEE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY EQUIPMENT OR THE INFORMATION ON GROVER’S WEBSITE. WHILE GROVER WILL MAKE A REASONABLE EFFORT TO RETURN ANY NON-GROVER PROPERTY IT RECEIVES, GROVER WILL NOT BE LIABLE FOR ANY LOSSES OF OR DAMAGE TO SUCH PROPERTY.
Lessee shall indemnify and hold harmless Grover against all loss, damage, expense and penalty, including reasonable attorney’s fees, arising from, related to, or in connection with any action on account of any breach of this Lease by Lessee or any injury to person or property of any kind due to the operation, handling or transportation of the leased Equipment during the Term or while the Equipment is in the possession or control of Lessee.
The failure of either party to enforce any provisions of this Lease will not be deemed a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Lease. The acceptance of rent by Grover does not waive Grover’s right to enforce any provisions of this Lease.
If Lessee breaches any term of this Lease, Grover may exercise any one or more of the following remedies: (a) declare the entire amount of rent hereunder immediately due and payable without notice or demand to Lessee; (b) immediately take possession of Equipment without notice or demand to Lessee; (c) sue for and recover all rents, and other payments, including lost rental income, then accrued or thereafter accruing; (d) terminate this Lease; and (e) pursue any other remedy at law or in equity. Notwithstanding any repossession or any other action which Grover may take, Lessee shall be and remain liable for full performance of all obligations to be performed under this Lease. All of Grover’s remedies are cumulative, and may be exercised concurrently or separately.
Neither this Lease nor any interest therein is assignable or transferable by operation of law. Grover shall have and may exercise any one or more of the remedies set forth in Section 19 (Default) and this Lease shall, at the option of Grover, without notice, immediately terminate and shall not be treated as an asset of Lessee after the exercise of said option, if Lessee (a) becomes insolvent or unable to pay its debts as they mature, (b) makes an assignment for the benefit of its creditors, (c) is dissolved or liquidated, or takes any corporate action for those purposes, (d) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, or (e) seeks relief or if proceedings are commenced against Lessee, or on its behalf, under any bankruptcy, insolvency or debtors’ relief Law and those proceedings have not been fully stayed within seven days or vacated or set aside within 30 days after the commencement of those proceedings.
27. Additional Documents.
If Grover shall so request, Lessee shall execute and deliver to Grover such documents as Grover believes necessary or desirable for purposes of recording or filing to protect the interest of Grover in the Equipment including a UCC financing statement.
28. Third-Party Beneficiaries.
Nothing in this Lease confers any legal or equitable right, benefit or remedy upon any person other than the parties.
29. Typographical Errors.
In the event a product is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers, Grover shall have the right to refuse or cancel any orders placed for product listed at the incorrect price, whether or not the order has been confirmed or Lessee’s credit card charged. If Lessee’s credit card has already been charged for the purchase and Lessee’s order is canceled, Grover shall immediately issue a credit to Lessee’s credit card account in the amount paid by Lessee.
30. Entire Agreement.
This Lease constitutes the entire agreement between the parties on the subject matter hereof and it shall not be amended, altered or changed except by a further writing signed by the parties hereto. If any portion of the Lease is found unenforceable, it will not affect the remainder of the Lease, which shall remain valid and enforceable.
Lessee shall not assign this Lease or its interest in the Equipment without the prior written consent of Grover (including by operation of law or otherwise). Grover may assign, delegate or otherwise transfer this Lease or any of its rights, remedies or obligations under this Lease, including its interest in the Equipment, to any entity. This Lease binds and inures to the benefit of the parties and their respective permitted assignees and successors.
Headings used in this Lease are provided for convenience only and shall not be used to construe meaning or intent. The words “including,” “include,” and “includes” are not limiting and are to be read as if they were followed by the phrase “without limitation.” If any date specified in this Lease as the only day, or the last day, for taking action falls on a day that is not a business day, then that action may be taken on the next business day. Unless stated otherwise, all references to a date or time of day in this Lease are references to that date or time of day in New York, New York.
33. Governing Law.
This Lease (including this Section), any dispute, claim or controversy between the parties arising out of or relating to this Lease, whether in contract, tort or otherwise , and the parties’ rights, remedies and obligations under this Lease, are to be construed in accordance with and governed by the laws of the State of New York applicable to Leases made and to be wholly performed in that state by persons residing or having their principal places of business therein, without giving effect to the State of New York’s conflict of laws rules to the extent those rules would require applying another jurisdiction’s laws. The parties exclude the application to this Lease of the United Nations Convention on Contracts for the International Sale of Goods. The parties may commence an action, suit or proceeding arising out of or relating to this Lease only in, and hereby consent to the exclusive jurisdiction of, the federal and state courts located in the City of New York within the State of New York.
If a governmental authority of competent jurisdiction holds any provision of this Lease to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by Law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this Section, all other provisions of this Lease are to remain in effect as written, except that this entire Lease will be unenforceable if modifying or disregarding the unenforceable provision affects the economic and legal substance of the transactions contemplated by this Lease in a manner materially adverse to either party.
35. No Presumption.
The parties acknowledge that the provisions of this Lease are the language the parties chose to express their mutual intent and hereby waive any remedy and the applicability of any Law that would require interpretation of any claimed ambiguity, omission or conflict in this Lease against the party that drafted it.
Last updated: December 15, 2016