Purchase Agreement

SMARTKIOSK™ Agreement

THIS SMARTKIOSK PURCHASE AGREEMENT (“AGREEMENT”) GOVERNS THE RIGHTS ASSOCIATED WITH THE OWNERSHIP, LICENSING, IMPLEMENTATION, OFFER FOR SALE, AND SUB-LICENSING TO END-USERS OF THE SMARTKIOSK™ TECHNOLOGY & SOFTWARE FOR RENTING OF STORAGE SPACES BY END-USERS.

IMPORTANT: YOU CAN ONLY IMPLEMENT SMARTKIOSK AS A SINGLE RENTAL FACILITY WITH MULTIPLE STORAGE SPACES FOR RENTAL. YOU MAY NOT USE SMARTKIOSK ALONE OR IN TANDEM WITH OTHER TECHNOLOGY RESULTING IN A END-USER BEING ABLE TO RENT OR SELECT FOR RENT ONE OR MANY SPACES IN MULTIPLE FACILITIES. IMPORTANT – READ CAREFULLY: This Agreement is a legally binding agreement between you and SS LLC, an Illinois corporation. You are encouraged to seek legal counsel as certain rights are forfeited by this agreement including, but not limited to, remedies available to You for problems associated with the SmartKIOSK product and service. Please carefully review our Web Site Privacy Statement which is also hereby incorporated herein.  

THIS AGREEMENT GOVERNS YOUR PURCHASE AND PAYMENT OF SMARTKIOSK™ AND REGULATES SUB-LICENSING OBLIGATIONS FOR YOUR END-USERS OF SELF-STORAGE AND THE GENERATION BY YOU OF RENTAL REVENUE YOU MUST ENSURE THAT ALL END-USERS ARE BOUND TO THE TERMS DESCRIBED IN THIS AGREEMENT RELATING TO SUB-LICENSING VIA AN END-USER AGREEMENT SIGNED AND ACKNOWLEDGED BY EACH END-USER OF LEGAL AGE AND AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, USER REPRESENTS THAT USER HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “OWNER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES AND THE TERM “END-USER” SHALL REFER TO YOUR RENTAL CLIENTS OF YOUR FACILITY. IF USER DOES NOT HAVE SUCH AUTHORITY, OR IF USER DOES NOT AGREE TO THESE TERMS AND CONDITIONS, USER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE SMARTKIOSK.

This AGREEMENT, will have a date of entry as of your initial order date (“Effective Date”), by and between you (“Owner”), and SMARTKIOSK STORAGE, LLC., an Illinois corporation, with an address at 1906 Plainfield Rd., Crest Hill, Illinois 60403 (“SS LLC”).

RECITALS:

WHEREAS, Owner desires to improve self-storage services at a single rental facility operated by Owner (“Facility”), and at such Facility, allow end-users, to gain access and use licensed SmartKIOSK patent pending technology to enhance end-user rental experience;

WHEREAS, Owner desires, in exchange for the payment of a a purchase price and a monthly service fee (the “Fee”), to license SmartKIOSK at the Facility and use SmartKIOSK in turn to sub-license the technology to its own customers (“end-users”) to gain access and use SmartKIOSK for the purpose of self-storage rental services;

WHEREAS, SS LLC in reception of the Fee, desires to install, maintain, and update SmartKIOSK patent pending technology at the Facility for access by the Owner and its End-users under both a License and a Sub-License of use;

WHEREAS, Owner understands that failure to pay the monthly service fee to SS LLC, will result in the termination of the SmartKIOSK services to be offered and a revocation of the license granted herein and Owner shall have to repurpose the SmartKIOSK away from use in relationship with the services offered by SS LLC;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

  • Recitals. The Recitals are hereby incorporated as if fully re-written.
  • SmartKIOSK License & End-user Sublicense. SS LLC, in exchange for the ongoing obligation to pay the Montly Service Fee offered by SS LLC, SS LLC hereby grants Owner a non-exclusive, revocable, limited license to SmartKIOSK at the Facility for the sole purpose of offering to end-users self-storage services at the Facility and to access the patent pending proprietary software found inside of the SmartKIOSK. SS LLC further grants Owner a non-exclusive right to give access to the SmartKIOSK to multiple end-users for self-storage services at the Facility.
  • Single Facility Obligation and Indemnification. Owner is under a strict obligation to ensure that no end-user is not able to use SmartKIOSK in a way which results in having a choice for the rental of storage space in multiple facilities. The end-user must be given a single Facility rental option between different spaces at this single Facility. In the event this obligation is breached by Owner and/or one of its end-user, Owner shall defend, indemnify and hold harmless SS LLC, and its respective agents, directors, officers, employees, successors and assigns (each, an “Indemnitee”), from and against all claims, causes of action, losses, damages, liabilities, obligations, penalties, fines, suits, costs and expenses, including attorneys’ fees (collectively such third party claims being “Claims”)(including reasonable attorneys’ fees and disbursements and any other reasonable legal or non-legal expenses of investigation or defense of any Claim, whether or not such Claim is ultimately defeated or incurred in enforcing the rights, remedies or indemnities provided for hereunder, or otherwise available at law or equity to SS LLC) of whatsoever nature and regardless of the cause thereof, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, in any way arising out of or resulting from a breach of the above End-user limitation of use.
  • SS LLC Intellectual Property.  Title to and ownership of all Intellectual Property Rights in and to inventions, marks, trade names, domain names and all other rights in the SmartKIOSK and all modifications, improvements or derivatives of any of the foregoing whether or not created in connection with services performed under this Agreement shall remain exclusively with SS LLC or, if applicable, its licensors and third party suppliers. Except as expressly provided in this Agreement, no rights or licenses to the SS LLC Intellectual Property are granted to Owner under this Agreement aside from those expressly provided in this Section 2.  Title to and ownership of all Intellectual Property Rights in and to any Database associated with SmartKIOSK, SS LLC Marks (“Marks”), SS LLC’s trade names, SS LLC’s Domain Name, and SS LLC Websites and all modifications, improvements or derivatives of any of the foregoing whether or not created in connection with Services performed under this Agreement shall remain exclusively the ownership of SS LLC.  SS LLC is the owner of the Database Information and the Intellectual Property Rights therein, and all compilations and summaries thereof.  SmartKIOSK(TM) is a trademark of SS, LLC. The SmartKIOSK computer interface, casing, and software is covered by Intellectual Property rights, including but not limited to trade dress, trade secrets, copyrights, trademarks, and design Patent Pending rights. (C) Smartkiosk Storage, LLC, 2016, all rights reserved. Each SmartKIOSK is sold for individual operation in association with a single storage facility. You may not use SmartKIOSK for a plurality of storage facilities. You may not alter or modify SmartKIOSK in any way which results in multi-facility use of the technology.
  • Transfer of Ownership. In the event you desire to transfer ownership of SmartKIOSK to a third party, you must notify this third party that use of SmartKIOSK is contingent upon (a) express approval by SS, LLC, (b) acceptance of terms and conditions of use as of the time of transfer of ownership, and (c) payment of monthly service fees to SS, LLC.
  • Notice Requirement. Owner may use the SmartKIOSK trademark to advertise and describe its services but must provide rightful origination. For example, Owner must provide a notice which is similar to: “SmartKIOSK(TM) is a trademark of SS, LLC. The SmartKIOSK(TM) computer interface, casing, and software is covered by Intellectual Property rights, including but not limited to trade dress, trade secrets, copyrights, trademarks, and Patent Pending rights. (C) Smartkiosk Storage, LLC, 2016, all rights reserved.”
  • End-User Agreement. Owner remains liable for any and all terms and conditions associated with the rental by the end-user of any storage space within the Facility. The Owner may not rely on the SmartKIOSK in regards to any local regulations, local ordinances, municipal ordinances, federal regulations, state or federal laws regulating the rental of space within the Owner’s Facility.
  • Access and Inspection. SS LLC may access the Facility between 7:00 a.m. and 5:00 p.m., Central Standard Time, Mondays through Fridays, except Holidays (as hereinafter defined), subject to all rules and regulations pertaining to the Facility to verify that all Section 4 requirements have been met. Owner hereby represents and warrants to SS LLC that Owner has inspected the Facility and has determined that, in its present condition, any end-user will not be able to rent storage from multiple facilities from the SmartKIOSK as installed.
  • Reverse Engineering. 13. Owner or end-user may not attempt to reverse engineer any information or data provided by SS LLC as part of the SmartKIOSK.
  • Merger of Documents. The terms of this Agreement shall supersede all previous written or oral agreements between the parties with respect to such subject matter described herein. Any unlawful or unenforceable provision shall be severable from the other provisions hereunder and shall not affect the validity and enforceability of any other provisions.
  • Limitation Of Liability. UNDER NO CIRCUMSTANCES WILL SS LLC BE LIABLE TO USER OR ANY OTHER ENTITY OR PERSON FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, OR OTHER LEGAL THEORY, ARISING IN ANY WAY OUT OF, OR IN ANY WAY RELATED TO, ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THIS WEBSITE OR ANY OTHER INTERNET WEBSITE OR THE CONTENTS OF THIS WEBSITE OR ANY OTHER INTERNET WEBSITE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, SALES, OR GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA ON COMPUTER SYSTEMS OR OTHERWISE, EVEN IF SS LLC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER AGREES AND UNDERSTANDS THAT USER’S ONLY REMEDY FOR ANY ISSUE ARISING OUT OF OR AS A RESULT OF DISSATISFACTION WITH THIS WEB SITE SHALL BE TO DISCONTINUE USE OF THIS EQUIPMENT, SOFTWARE AND ASSOCIATED SERVICE.
  • Disclaimer Of Warranty. THE SMARTKIOSK, THE SMARTKIOSK SOFTWARE, AND ANY ASSOCIATED SERVICE IS PROVIDED TO USER “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply.
  • Changes; Termination. SS LLC may modify this Agreement which shall be effective immediately upon posting to this Web Site. It is your obligation to regularly visit this webpage to ensure full understanding of these conditions of ownership and use. Please review these Terms periodically. PayNet reserves the right to modify or discontinue, temporarily or permanently, the SmartKIOSK and the associated Service, and SS LLC shall not be liable to User or to any third party for any modification, suspension or discontinuance of this service and associated product.
  • Miscellaneous.
    • Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
    • Waivers. No waiver of any breach or any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained.  No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act.
    • Attorneys’ Fees. In the event of any controversy, claim or dispute between the parties arising out of or relating to the interpretation, enforcement or breach of this Agreement, the prevailing party to such dispute (as determined by a court with proper jurisdiction) shall be entitled to recover from the non-prevailing party all of the costs and expenses (including, without limitation, reasonable attorneys’ fees, and court costs) incurred by the prevailing party in connection therewith, and all such costs shall be included in and made a part of any judgment rendered by the courts.
    • Entire Agreement. This Agreement contains the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, if any, with respect thereto.  This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein.  Other than as expressly set forth in this Agreement, the parties do not intend to confer any benefit hereunder on any person, firm or corporation other than the parties hereto.
    • Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois.
    • Captions. The captions in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the scope or content of any of its provisions.
    • Terms. The use of any pronoun in this Agreement shall include the singular, plural, masculine, feminine and neuter, the use of the singular or plural form shall include the plural or singular form and the use of any gender shall include all genders, as the context may require.