Equipment Lease Terms
Equipment Lease Agreement
This Equipment Lease Agreement (the “Agreement”) is made between VirtualSpace.xyz LLC (“VirtualSpace”) and the other party (“Lessee”). This Agreement sets forth the terms and conditions under which VirtualSpace agrees to lease equipment to Lessee for use in VirtualSpace projects.
1. Lease Term
• Month-to-Month Lease: The lease term is on a month-to-month basis, beginning on the date the Equipment is delivered to Lessee. The Agreement will automatically renew each month until terminated as provided herein.
• Termination Notice: Either party may terminate this lease at any time by providing at least 14 days’ prior written notice to the other party. Termination will become effective 14 days after the notice is given, or on a later date specified in the notice.
• Prorated Final Payment: If the lease is terminated on a date that falls in the middle of a monthly period, the Lease Payment (defined below) for that final month will be prorated up to the effective termination date.
• Return upon Termination: Upon termination of the lease for any reason, Lessee must return the Equipment to VirtualSpace within the 14-day notice period (or by the effective termination date) as instructed by VirtualSpace, in accordance with Section 9 (Return of Equipment).
2. Equipment Provided and Ownership
• Equipment Description: VirtualSpace will provide to Lessee the following equipment (the “Equipment”): One Matterport 3D camera (model PRO2 or PRO3, as applicable), along with any standard accessories or components provided for its operation. The specific model and any accessories will be listed in an attachment or delivery receipt.
• Ownership: The Equipment is, and shall at all times remain, the sole property of VirtualSpace. Lessee has no ownership, title, or property interest in the Equipment. This Agreement constitutes a lease of the Equipment only, and no purchase or equity is conveyed to Lessee.
• VirtualSpace Control: VirtualSpace retains full ownership and control over the Equipment during the lease. VirtualSpace may tag or mark the Equipment for identification and may inspect it upon reasonable notice to ensure proper use and maintenance. Lessee shall not remove or alter any identification tags or markings on the Equipment.
• No Encumbrances: Lessee shall not sell, assign, sublease, pledge, or otherwise encumber the Equipment. The Equipment shall remain free of any liens or claims by Lessee’s creditors or clients. VirtualSpace may take any action necessary to protect its ownership rights, including filing UCC financing statements if applicable.
3. Permitted Use of Equipment
• Authorized Use Only: Lessee agrees to use the Equipment exclusively for projects assigned by or done in partnership with VirtualSpace. The Equipment is provided for the purpose of completing VirtualSpace-authorized 3D scanning and capture projects.
• No Personal/Third-Party Use: Lessee is expressly prohibited from using the Equipment for any purpose outside of VirtualSpace’s business. Lessee shall not use the Equipment to perform services for Lessee’s own clients or any third parties not affiliated with VirtualSpace, unless VirtualSpace gives prior written consent.
• Compliance with Instructions: Lessee shall operate the Equipment in accordance with the manufacturer’s instructions and any usage guidelines provided by VirtualSpace. Lessee must follow all operational protocols, safety procedures, and technical requirements when using the Equipment.
• Location of Equipment: The Equipment shall be kept at Lessee’s business address or project sites as necessary for VirtualSpace projects. Lessee shall not remove the Equipment from the geographic area required for VirtualSpace work or relocate it to another region without VirtualSpace’s approval.
4. Lease Payments and Fees
• Monthly Lease Payment: Lessee agrees to pay VirtualSpace a monthly lease fee (the “Lease Payment”) for the Equipment. The amount of the Lease Payment will be communicated by VirtualSpace (e.g., via onboarding documents or an invoice) at the start of the lease. This Lease Payment covers the rental of the Equipment for each month or any part thereof.
• Automatic Deduction from Payouts: The Lease Payment will be automatically deducted from the Lessee’s project scan payouts from VirtualSpace. VirtualSpace will deduct the agreed monthly fee from any amounts owed to Lessee (such as fees or commissions for completed VirtualSpace projects) before disbursing the remainder to Lessee.
• No Separate Billing or Late Fees: Because payment is handled through automatic deductions, Lessee will not receive separate bills or invoices for the Lease Payment, and no late fees will be assessed. If in any month the payouts due to Lessee are insufficient to cover the full Lease Payment, VirtualSpace may carry forward the remaining balance to deduct from future payouts or arrange an alternative payment method, but no penalty or late charge will apply.
• Taxes: Lessee is responsible for any sales, use, or similar taxes if applicable to the leasing of the Equipment, unless exempt or otherwise handled by VirtualSpace in compliance with law. Any such applicable taxes on the lease may also be deducted from payouts or billed separately with notice to Lessee.
5. Maintenance, Care, and Operation
• Proper Care: Lessee is responsible for maintaining the Equipment in good condition and working order during the lease. Lessee must handle the Equipment with care, keep it clean, and protect it from damage, theft, or misuse. The Equipment should be stored securely when not in use.
• Routine Maintenance: VirtualSpace will cover and arrange for any normal maintenance or repair required due to ordinary wear and tear or inherent defects in the Equipment. If the Equipment malfunctions or requires service through no fault of the Lessee, Lessee shall promptly notify VirtualSpace, and VirtualSpace will instruct on repair or replacement at VirtualSpace’s expense.
• Lessee-Responsible Repairs: Any damage to the Equipment caused by misuse, neglect, improper operation, or other actions outside of normal use is the responsibility of the Lessee. In such cases, Lessee must repair the Equipment at Lessee’s cost (using a service approved by VirtualSpace) or reimburse VirtualSpace for any repair costs incurred. VirtualSpace may also elect to handle the repair and deduct the cost from the Lessee’s payouts.
• No Unauthorized Modifications: Lessee shall not make any modifications, alterations, or improvements to the Equipment without VirtualSpace’s prior written consent. This includes installing software or firmware not approved by VirtualSpace, or removing any protective features. Any approved modifications shall become part of the Equipment owned by VirtualSpace.
• Reporting Issues: Lessee must notify VirtualSpace immediately if the Equipment is lost, stolen, damaged, or in need of repair. Prompt reporting ensures timely assistance or replacement and may mitigate Lessee’s liability as appropriate under Section 6 (Loss, Theft, or Damage).
6. Loss, Theft, or Damage
• Assumption of Risk: Lessee assumes all risk of loss, theft, destruction, or damage to the Equipment from any cause during the term of the lease, except for normal wear and tear or covered malfunctions as described in Section 5.
• Notification: In the event the Equipment is lost, stolen, or damaged beyond normal wear, Lessee must notify VirtualSpace immediately (within 24 hours of discovery, if possible) and provide a detailed account of what happened. In case of theft, Lessee shall also promptly file a police report and provide a copy to VirtualSpace.
• Liability for Replacement or Repair: If the Equipment is lost, stolen, or damaged beyond repair while in Lessee’s possession, Lessee is liable for the replacement cost of the Equipment. The replacement cost is agreed to be $2,000 USD for a Matterport PRO2 camera and $6,000 USD for a Matterport PRO3 camera (or the then-current market replacement value of the same or comparable equipment if those models are no longer in use). If the Equipment is damaged but repairable, Lessee is liable for the full cost of repair (including parts and labor).
• Payment of Costs: Lessee agrees to pay any replacement or repair costs for which they are responsible within a reasonable timeframe upon demand by VirtualSpace. VirtualSpace may, at its discretion, deduct these costs from any upcoming payouts to Lessee (in addition to the Lease Payment) until the replacement or repair cost is fully recovered. If such deductions are insufficient, Lessee must pay the remaining balance by other means within 30 days of notice.
• Continued Lease Obligations: The loss or damage of the Equipment does not automatically terminate the lease. Lessee must continue to fulfill all lease obligations (including Lease Payments) until the Agreement is terminated by either party or replaced with a new agreement. VirtualSpace may decide to terminate the lease if the Equipment is lost or destroyed and require payment as above, or provide replacement Equipment to continue the lease (subject to payment of any applicable costs).
7. Equipment Upgrade Requests
• Eligibility for Upgrade: Lessee may request an upgrade of the Equipment (for example, upgrading from a PRO2 camera to a PRO3 camera or a newer model) after meeting certain conditions established by VirtualSpace. Such conditions may include maintaining the lease in good standing for a minimum period, completing a specified number of projects, or other performance criteria communicated by VirtualSpace.
• VirtualSpace Approval: Any upgrade is subject to VirtualSpace’s sole discretion and approval. VirtualSpace will evaluate the request and, if the conditions are met and the requested upgraded model is available, may approve the upgrade. VirtualSpace reserves the right to deny any upgrade request that does not meet the criteria or for any business reason.
• Procedure for Upgrade: If an upgrade is approved, VirtualSpace will arrange to provide the upgraded Equipment to Lessee and will require the Lessee to return the current Equipment at the time of exchange. The exchange will be coordinated so as to minimize downtime. Lessee must return the original Equipment in good working condition (normal wear and tear excepted) as part of the upgrade process.
• Adjustment of Lease Terms: Upon an upgrade, VirtualSpace may require an adjustment to the lease terms. This could include a new or different monthly Lease Payment amount reflecting the upgraded Equipment’s value, or an addendum to this Agreement, or a replacement of this Agreement with a new equipment lease. VirtualSpace will communicate any changes in terms or pricing to Lessee for agreement before the upgrade is finalized. Unless otherwise agreed in writing, all other provisions of this Agreement (such as ownership, permitted use, liability for loss, etc.) will continue to apply to the upgraded Equipment.
8. Termination and Default
• Termination by Notice: As noted in Section 1, either party may terminate this Agreement at any time by providing 14 days’ prior written notice. During the notice period, both parties shall continue to perform their obligations (VirtualSpace will not recall the Equipment and Lessee will not withhold it) until the termination date.
• Immediate Termination for Cause: VirtualSpace may terminate this Agreement immediately upon written notice to Lessee if Lessee materially breaches any term of this Agreement. Material breaches include, but are not limited to: failure to use the Equipment only for permitted purposes, failure to pay or allow deduction of any amounts due, serious damage or misuse of the Equipment, or any attempt by Lessee to claim ownership of or encumber the Equipment. In case of immediate termination for cause, Lessee must cease using the Equipment and return the Equipment to VirtualSpace without delay (and in any case no later than 7 days from notice of termination).
• Lessee Default: If Lessee fails to perform any obligation under this Agreement (including payment obligations or return of Equipment), such failure constitutes a default. In the event of default, VirtualSpace may pursue any legal or equitable remedies available, including repossession of the Equipment and recovery of any amounts due (such as unpaid lease fees or replacement costs).
• VirtualSpace’s Remedies: Lessee agrees that if they do not return the Equipment as required or fail to pay amounts owed, VirtualSpace has the right to recover the Equipment from Lessee’s possession and to charge Lessee for any costs of such recovery (including reasonable attorneys’ fees or collection costs, to the extent permitted by law). VirtualSpace may also report the unreturned Equipment as stolen to law enforcement if applicable.
• No Waiver: VirtualSpace’s decision not to immediately enforce any default or breach by the Lessee shall not be considered a waiver of VirtualSpace’s rights. Any waiver of a breach shall be in writing and shall not operate as a waiver of any other breach.
9. Return of Equipment
• Condition at Return: Lessee must return the Equipment to VirtualSpace at the end of the lease term or upon earlier termination, in the same condition as received, ordinary wear and tear excepted. All accessories, cables, cases, and other items provided with the Equipment must also be returned.
• Return Logistics: VirtualSpace will provide instructions for shipping or handover of the Equipment upon termination. Lessee is responsible for properly packaging and shipping the Equipment to VirtualSpace or making it available for pickup, as directed. If shipping is required, Lessee should insure the shipment for the replacement value and provide tracking information to VirtualSpace.
• Inspection and Repair upon Return: Upon receiving the returned Equipment, VirtualSpace will inspect it. If the Equipment is missing items or has any damage beyond normal wear and tear, VirtualSpace will document such damage and notify Lessee. Lessee will be responsible for the cost of repairing such damage or replacing missing items, pursuant to Section 6.
• Failure to Return: If Lessee fails to return the Equipment within the required timeframe after termination, each day beyond the termination date may be treated as an additional daily rental charge or a late return fee at VirtualSpace’s discretion (this is not a “late fee” on payment, but a charge for continued unauthorized use). VirtualSpace also reserves the right to take immediate action to recover the Equipment, as noted in Section 8, if the Equipment is not returned as required.
10. Miscellaneous
• Entire Agreement: This Agreement constitutes the entire understanding between VirtualSpace and Lessee regarding the lease of the Equipment, and it supersedes all prior or contemporaneous oral or written communications, agreements, or understandings relating to the subject matter.
• Amendments: Any amendment or modification to this Agreement must be in writing and signed (or explicitly agreed to) by both parties. This includes any change in lease terms, payment, or additional equipment schedules.
• Assignment: Lessee may not assign or transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of VirtualSpace. Any attempted assignment without consent is void. VirtualSpace may assign this Agreement to a successor entity or as part of a financing arrangement involving the Equipment, with notice to Lessee.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida (without regard to its conflict of law principles). Any disputes arising under this Agreement shall be subject to the jurisdiction of the state or federal courts in that state, unless otherwise agreed by the parties.
• Severability: If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect, and the invalid provision shall be interpreted so as to best accomplish the intent of the parties within the limits of applicable law.
• Notices: Any notices required or permitted under this Agreement shall be given in writing. Notices to VirtualSpace should be sent to its official business address or email as provided to Lessee. Notices to Lessee will be sent to the address or email on file with VirtualSpace. Notices are effective when delivered in person, sent by certified mail (return receipt requested), or sent by confirmed email.
• Headings: Section headings in this Agreement are for convenience and readability only and have no legal effect.