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F12 Equipment

Equipment Allocation Form. An Equipment Allocation Form must be completed to assign F12 Equipment for Customer use at any Customer Location. Changes approved via F12 Connect shall be considered approved by the Customer. The Equipment Allocation Form will note the F12 Equipment asset number, serial number, and insurance replacement value.

Insurance. Customer shall bear the entire risk of loss and damage to any F12 Equipment provided to Customer under this Agreement and Customer shall obtain and maintain in force during the Term, at its expense, property damage and public liability insurance (“CGL Insurance”) and insurance against loss or damage to F12 Equipment including without limitation, loss by fire (including extended coverage), theft, and such other risks of loss as are customarily insured against for such equipment and by businesses in which Customer is engaged, in such amounts as to provide the full replacement value (“All Risk Insurance”), in such form and with such insurers as shall be satisfactory to F12, acting reasonably, and shall not be less than the full replacement value of the F12 Equipment. Such policies of insurance shall name F12 as additional insured and loss payee thereof and shall require the insurer to give F12 at least ten days’ prior written notice of any alteration or termination of such policies. F12 shall be under no duty either to ascertain the existence of or to examine such insurance policies or to notify Customer if such insurance coverage shall not comply with the requirement hereof. Customer shall give F12 prompt notice of any damage to or loss of F12 Equipment or any part thereof.

Proof of Insurance. Customer will provide F12, prior to and as a condition of delivery of the F12 Equipment to Customer, proof of insurance in the form of a certificate of insurance. The certificate will include proof of the aforementioned coverage, with deductibles not to exceed: (i) $2,000.00 for All Risk Insurance, and (ii) $25,000.00 for CGL Insurance.

If F12 requests additional or updated certificates, Customer shall forthwith provide such certificates to F12. Forward certificate(s) of insurance to: Inc.
13555 156 Street
Edmonton, Alberta T5V 1R9
Attention: CFO
Fax: (780) 443-4908

Assignment. Customer assigns to F12 all of Customer’s right, title and interest in any insurance policies covering the F12 Equipment under this Agreement including without limitation all rights to make claim for, receive payment of, and, on a limited power of attorney basis, execute all documents that may be required to be provided to the insurance carrier in substantiation of any such claim for loss or damage under such insurance policies and, on a limited power of attorney basis, endorse Customer’s name to all drafts or cheques in payment of the loss proceeds and, in furtherance of the foregoing.

Ownership.  Customer expressly agrees that the F12 Equipment is not owned by Customer and Customer expressly agrees to return the F12 Equipment to F12 upon request and acknowledge that Customer has no power or authority to sell, transfer, deliver or assign the F12 Equipment, in whole or in part, to any third party or to modify, transform or otherwise use the F12 Equipment or any part thereof except as permitted by this Agreement or as hereafter directed by F12 in writing.  Customer hereby agrees that it does not now and shall not in the future assert any ownership right or title in or to the F12 Equipment

Personal Property. The F12 Equipment is, and shall at all times be and remain, personal property and shall not be deemed to be affixed to, or a part of, any premises of Customer by reason of the manner of its installation or by reason of its being attached in any manner to premises occupied by Customer.

F12 Equipment Location. Except for temporary relocation of laptop computers, tablets, and other handheld mobile F12 Equipment, the F12 Equipment will at all times be located at the Customer Location(s) identified in the attached Order Form and Customer agrees not to relocate or permit relocation of the F12 Equipment from such Customer Location(s) except pursuant to a completed Equipment Allocation Form.

Registrations. Customer authorizes F12 to file or register against Customer provincial personal property security financing statements or any other documents reasonably required by F12 to evidence F12’s (and its Lessors’) rights and interests in the F12 Equipment.  Customer waives the right to receive a copy of the verification statement or amendment verification statement filed in accordance with any provincial personal property security legislation.

Warranty Disclaimer.  Subject to express F12 Equipment warranties provided by F12 under this Agreement, Customer acknowledges that each of F12 and the Lessor disclaims any representations or warranties whatsoever with respect to the F12 Equipment that is owned by the Lessor. SUBJECT TO EXPRESS F12 EQUIPMENT WARRANTIES PROVIDED BY F12 UNDER THIS AGREEMENT, NEITHER F12 NOR LESSOR SHALL BE LIABLE FOR ANY FAILURE OF ANY F12 EQUIPMENT NOR ANY DELAY IN THE DELIVERY, INSTALLATION, MAINTENANCE OR OTHER SERVICES WITH RESPECT THERETO.

F12 Default. If F12 defaults in any of its obligations to Lessor under the master lease agreement between Lessor and F12 (the “Lease”), the Lessor may: (i) terminate any rights of F12 or Customer to possession and use of the F12 Equipment owned by Lessor; and (ii) enter, or cause an agent to enter, upon Customer’s premises or other premises where any such F12 Equipment may be located and take possession of all or any of such F12 Equipment and dispose of or otherwise deal with such F12 Equipment in such manner as the Lessor may determine, free from any right of Customer therein and without any duty of Lessor to account to Customer in respect thereof.

Cooperation. Customer shall co-operate with Lessor in connection with any termination and/or taking of possession of the F12 Equipment owned by Lessor as herein contemplated.

Other Rights. All rights of Lessor hereunder shall be in addition to any other rights and remedies of Lessor against F12 under the Lease or otherwise.  Customer does not waive any of its rights and remedies against F12 arising upon the loss of possession and use of F12 Equipment as herein contemplated.

Liens, Encumbrances, Compliance. Customer shall keep the F12 Equipment free of all liens and encumbrances whatsoever (other than liens or encumbrances in favour of Lessor or F12). If Customer does not promptly remove any such liens or encumbrances, F12 may do so and Customer shall indemnify F12 for any amounts paid F12 in doing so and Customer will be charged for such amounts. Customer shall comply with all applicable laws in using the F12 Equipment.



“Agreement” means the Master F12 Infinite Subscription Agreement, incorporating the Services Schedules and any other exhibits, addenda, or attachments, and any fully executed Order Form(s).

“Customer Location” means a physical location listed on the attached Order Form where the Customer conducts business and has Services and F12 Equipment provided under this Schedule.

“Equipment Allocation Form” means the record of a change made to Services and/or F12 Equipment on Schedules during the Term. The Equipment Allocation Form shows only the items that are changing at that time.

“F12 Connect” means F12’s service enablement application that provides ticket creation and management, user identity management, product ordering, licensing management, and reporting within the Customer’s environment.

“F12 Equipment” means equipment owned by F12 or its lessor and provided as part of a Service.  F12 Equipment shall be marked with an F12 asset tag.

“Lessor” means one of the financial services companies listed at which owns the F12 Equipment pursuant to lease agreements with F12, which lease agreements allow F12 to sublease the F12 Equipment to Customer.