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1 II F ## S0664936.06
<br />GENERAL TERMS AND CONDITION
<br />1.LEASE OF EQUIPMENT AND SOFTWARE
<br />unearned portion of any prepaid CSA Payments Parts or Equipment replaced or removed by
<br />1.1 Lfatarf !tams: Comownc-onugnt of Leaeo; Loeu4r. CSA shall supply, for lease by you
<br />CSA in connection with Maintenance shall become the properly of Lessor and you disclaim any
<br />as provided below, aril you shall lease the units of equipment ("Equipment) and licenses of
<br />interest in them. (c) InstellatioMmplementation of Listed Software may be at an additional charge
<br />aoftere with separate support contracts, If applicable ("Listed Software'; and together with
<br />except to the cadent Included as a Listed Item and may be conditioned on your agreement to a
<br />the Equipment and all replacements and additions thereto, "Listed Items") indicated on
<br />separate alalumoot or work a otter document Covering tha Scapa and schedule of
<br />Schedule A The initial lessor is Canon Financial SeMce@, Inc. (together with any future
<br />Ina.allttiorVimplarrentation, configuration options, resporusiblltties of each party, and other
<br />assignees ler its rights as lessor. 'Lessor') You arholl keep the Listed Items at the "Ship To"
<br />metiers, which shall "sly govern as to tha matlars cavorod therein. Additional charges may
<br />location, not move them to another IOcation wmuwut the prior muton consent of Le sear
<br />apply for work beyond the initial scope gesObed in such saparale document (d) Support for
<br />(defined below), and keep them free and clear of all liens and encumbrances This Agreement
<br />Uated Software is provided direWy by the respective developers Bueraef and as sat forth in oath
<br />shall be effective on the date the Listed Items are delivered to you ("Lease Commencement
<br />developer's applicable separate support contract, and is not provided by CSA under this
<br />Date') The term of this Agreement begins an the data accepted by CSA or any later date that
<br />Agreement except as expressly provided herein Support for Listed Software may require
<br />CSA designates ("Agreement Dater), and shall continue for an initial term of the number of
<br />separate purchase by you of a support contract, unless included under this Agreement as a
<br />months specified an page I(together with any renewal periods, "Lease Term") Your
<br />Listed Item The terms of support contracts far Listed Software are avallsble from the develops re,
<br />execution of an acceptance certificats provided by CSA shall conclusively establish that the
<br />orwill be provided to you by CSA upon niquezt Notwithstanding any provsIon in the support
<br />Listed Items have been delivered to and irrevocably accepted by you If you have not, within
<br />contractile the contrary, it shall automatically renew on an annual basis. (e) CSA shall make
<br />10 days after delivery of Equipment, delivered to Lessor written notice of non-acceptance of
<br />avallabte to you from time to time upgrades and bug fixes for the software licensed as part of the
<br />any Equipment, specifying the reasons and referencing this Agreement, you shall be deemed
<br />EqulPment and for Usted Software, but (t) only if such upgrades and bug fixes ata provioed to
<br />to have irrevocably accepted the Equipment After acceptance, you shall have no right to
<br />CSA by the davelopere of such Listed Software, (II) ah,rnllabilfty of upgrades and bug fixes may be
<br />cancel this Agreement or return the Listed Items prior to the and of the Leese Term for any
<br />stadditional charge, and (III) installation of such upgrades and bug fixes by CSA if requested by
<br />reason whatsoever, including lermination of any maintenance services that may be provided
<br />you shall be at additional charge. You are not required to use CSA for installation of either Listed
<br />by CSA under this or any separate agreement Title to all Listed Items shall be transferred by
<br />Software or for any upgrades wid bug fixes, but if installation is done by anyone other than CSA,
<br />CSA to Lessor. CSA shall assign to Lessor all of its rights (but none of its obligations) with
<br />CSA shall have no responsibility for arty performance or other issues that may result from such
<br />respect to the Listed Items, including the right to receive all Payments. Lessor does not and
<br />installation (Q CSA shall also use reasonable efforts to provide Level 1 support for the Listed
<br />shall not assume any obligations under this Agreement. CSA shall remain solely liable for the
<br />Software (except that for certain Listed Software, Level 1 support shall be provided only If and so
<br />performance of all maintenance, service, and warranty obligations described in this
<br />long se a separate software support contract for such Listed Software from the developer thereof
<br />Agreement
<br />is in effect). Level 1 support consists of () Providing helpline telephone assistance in operating
<br />1.2 Payments and Costs. You shall pay to Lessor each billing period the fixed base and, if
<br />the Listed Software and identifying service problems in the Listed Software, and attempting to
<br />applicable, the fixed maintenance amounts and per image charges and all other amounts, as
<br />troubleshoot any such problems; (it) escalating operating problems to the applicable developer of
<br />listed and specified on page 1 and Schedule A and such other amounts permitted In this
<br />the Listed Software as needed to rectify such problems, including facilitating contact between you
<br />Agreement as invoiced by Lessor (collectively, "Payments'; the fixed maintenance amounts
<br />and Bte developer of the Listed Software as necessary; and (iii) maintaining a log of such
<br />and the per image charges are the "CSA Payments", and all other Payments are the "Lessor
<br />problems to assist in backing the same
<br />Payments"), The Payments shall not increase during the initial term. Prepaid charges shell
<br />2.2 Maln orranca Tam, and CthnrOpa. (a) Maintenance shall start on the Lease
<br />not be refundable except as provided in Paragraph 21(b). Invoices shall be due and payable
<br />Commencement Date and shall continue for the Lease Term. (b) Consumables Inclusive
<br />upon receipt. All Payments will be applied in such order as Lessor, in its discretion, may
<br />Maintenance Includes replenishment of toner only (and other consumables, but only if
<br />determine. This lease is a net lease. Lessor Payments shall be made without set-off ler
<br />specified on page 1) Toner is supplied for exclusive use with the Equipment CSA may
<br />deduction, even it the Listod Items malrunction and irmmpudive of any non-performance by
<br />terminate the Maintenance if you use consumables in a different manner If your toner usage
<br />CSA of its maintenance obligations. You authorize -a%%or to adjust the Payments and the
<br />exceeds by more than 10% the published manufacturer specifications for conventional office
<br />End of Term Purchase Option amount (if specified on page 1) ('Purchase Option") by up to
<br />image coverage, CSA may invoice you for such excess usage, You may purchase additional
<br />15% if the actual cost of the Listed Items and any related services and supplies, including any
<br />toner from CSA if required. You shall bear ail risk of loss, theft ler damage to unused
<br />sales and use tax, exceed CSA's estimates an which such amounts ware based You shall
<br />consumables, which shall remain CSA's property and shall be returned promptly upon
<br />pay a $85 documentation fee and any applicable taxes (including personal property tax),
<br />termination orthis Agreement or Maintenance. (c) If you selected the Fleet or Aggregate
<br />expenses, charges and fees imposed with rasped to the Listed Items, the Payments oryour
<br />Coverage Plan on page 1, the Base Charge and the Covered Images Included shell apply to
<br />performance or non-performance under this Agreement, and you shall reimburse Lessorfor
<br />all of the Equipment on Schedule A unless otherwise indicated. If specified on page 1 that the
<br />the same plus processing fees (collectively, "Costs"). You agree that Lessor may in its sole
<br />Listed Items are being added to an existing fleet under a previous agreement between you
<br />discretion apply, but shall not be obligated to apply, any amounts paid in advance to any
<br />and CSA, (1) the fleet shall include the listed items under the previous agreement, and all
<br />amount due or to became due hereunder, and In no event shall arty amount paid in advance
<br />other agreements for which the add to existing Best option was selected, and (II) the
<br />cam interest unless required by applicable law. If any Payments are late, you shall pay (a) the
<br />rr,ninloriance term for all Leted llama under this Agreement shall be the same as the
<br />aduel and reasonable costs and expenses of collection, Including attomeys' fees, whether or
<br />maintenance term for all listed items under all such previous agreements (d) If specified on
<br />not suit Is brought, (b) a late charge equal to the higher of 10% of the amount due or $25, as
<br />the face page that the Listed Items are being udded to an wasting Aggregate Coverage Plan
<br />reasonable liquidated damages, and (c) if Lessor should bring court action, you agree that
<br />under a previous agreement between you and CSA the Covered Images shall apply to all of
<br />attorney fees equal to 25% of the amount sought shall be deemed reasonable, in each case
<br />the Equipment on the schedule, unloae oihorwisa indicated, plus the listed items under the
<br />not to exceed tha inmharetire amount parmlits it by law,
<br />previous agreement(s), and all other agreements for which the add to existing Aggregate
<br />IA Purchaeo Ootlong: Return, (a) END OF TERM PURCHASE OPTION. To elect this
<br />Coverage Plan was selected, on an aggregated basis, for so long as the maintenance term
<br />option, you ahail give Lessor 80 days' prherirevdrable written notice (unless the Purawse
<br />for all such tlsted items continues (a) Ursassothami so rndlcutad on Schedufa A. you authorize
<br />Option price Is $1 OD) that you will purchase, upon the expiration or the Latae Term, all the
<br />CSA to use notworkod fes tures of Itre EqulpMeal inrduding lmsgeWARE to receive softwsm
<br />Elated Items at the Pumhasa Option prica plus any Casts (b) PRIOR TO MA'rURtf Y
<br />updates, activota feahrmynew floonsm and transmit use and service data accumuloled by the
<br />PURCHASE. You may upon nat lass than 60 days' prior irrevocable wrillse notice, purchase
<br />Equipment over your nehvark by meant of am HTTPS pmtood and to store, analyte and use
<br />till the D%too Items at a pnca equat to the sum of all remaining Paymsnla, plus the Fair
<br />such data for purposes related to servicing Shit Equipment and product improvement. This
<br />Mafkel Value, plus Coals For purposes of IN Agreement, "Fair Merkel Value' shell be
<br />feature Is not capable of sanding or receiving Imago date. (Q You shall provide mater readings
<br />Lessors retell price at the time you notly Lessor of your intent to purchana the Equlpment (c)
<br />to CSA in accordance with the Meter Read Math on "E@Cled. If you setacted CSA'a eManags
<br />Listed Item pure hnoes shell be'AS-IS VVI-IERF--IS' without warranty, except for lige;
<br />website, you shall complete CSA'a reglatration process govemlrug access to and use of such
<br />purchases of lice nads of Listed Sattwato are aubject to the terms thereof. (d) Unless this
<br />websile. CSA may change your molar read options from time to lime upon 80 days natica. II
<br />Agreement conlalme a $1.00 Purchaeo Opfi on, thla Agreement shall automatically renew on a
<br />CSA does not receive timely maser rosdinas from you, you shall pay Invoices that raged
<br />month to mafrlh bests at the same Payment amount (subject 10 lacrosse of CSA Pay manly)
<br />CSA's amtiarts [as of motor raadfrrgis, CSA may verify the accuracy of any mater readings from
<br />and frequency unless you, at least 60 days before the end of the Lease Term, send to Lessor
<br />time to time and invoices you for any ahortfall In flim next Invoice. (g) You agree that CSA may
<br />written notice (the "End of Term Notice") that you either (t) are purchasing all (but not less
<br />suspend patterns nca of Maintenance if and a long as any Payments are overdue, ants that
<br />than all) of the Equipment in accordance with the terms hereof, or (ii) do not went to renew
<br />any ouch auspensian shall not in and of Itself be deemed a terNmaBen of this ACmemmtt
<br />this Agreement, and at the end of the Lease Term shall return the Equipment as provided
<br />2.3 Hon4overed Sorvlco. The following sar ems are net tnrsudad within Maintenance and
<br />below. Unless this Agreement automatically renews or you purchase the Equipment as
<br />shall be invoiced in accordance with CSA's then current labor, parts and supply charges: (a)
<br />provided in this Agreement, you shall, at the termination of the Lease Term, return the
<br />replacement of any consumables not provided as part of Consumable Inclusive Maintenance
<br />Equipment at your sole cost and expense in good operating condition, ordinary wear and tear
<br />Identified on page 1, including, without Ilmltaton, paper, toner, ink, waste containers, fuser oil,
<br />resulting from proper use excepted, to a location specified by Lessor. Lessor may charge you
<br />staples (, other media, print heads and puncher dies; (b) repairs necessitated by factors other
<br />a restocking fee equal to the greater of one Lessor Payment or$250 forth@ processing of
<br />than normal use including, without limitation, any wilful ad, negligence, abuse or misuse of the
<br />returned Equipment If for any reason you fall to return any Equipment to Lessor as provided
<br />Equipment; the use of parts, supplies or software not supplied by CSA; service performed by
<br />in this Agreement by the last day of much Leas@ Term, you shall pay to Lessor upon demand
<br />anyone other than CSA; accident use of Equipment with non-eampabble hardware or software
<br />one billing period's Lessor Payment for each billing period ler portion thereof that such return
<br />components; electrical power malfunction or heating, coaling or humidity ambirR conditions; (c)
<br />is delayed. If you fall to provide the required End of Tern Notice and return the Equipment at
<br />de-inalallatlon, re -installation, or relocation of Equipment; (d) repairs to ler realignment of
<br />the and of the Lease Term, you shall pay to Lessor upon demo rid the 60 -day equivalent of
<br />Equipment and related training necessitated by changes made to your system configuration or
<br />Lessor Payments to solely the End of Term Notice period referenced above You shall
<br />network environment (e) work requested to be performed outside of CSA's regular business
<br />reimburse Lessor for any costs incurred by Lessor to place the Listed Items In good operating
<br />hours; and (Q repalrofany network/system connection devices, exceletwhen listed on page 1. If
<br />condition.
<br />you have NOT selected Maintenance on page 1, any of the maintenance services described In
<br />2. MAINTENANCE. YOU SHALL RECEIVE THE MAINTENANCE DESCRIBED IN THIS
<br />Paragraph 21 above shall be available only upon your request either under separate agreement
<br />PARAGRAPH 2 ("llslntenonca") ONLY IF YOU HAVE ACCEPTED MAINTENANCE ON
<br />with CSA or invoiced in uccordence with CSA's then current labor, parts and supply charges.
<br />PAGE 1. Such services are subject to the exclusions hereinafter described. Maintenance
<br />Installation of certain Listed Software may also require a separate agreement between you and
<br />provided to you under separate agrawnent lrstrurwn CSA and you a hall be governed
<br />CSA setting forth the scope of work, your responsibllties In connection with such fnstellaton, and
<br />-ably by the provlslane thereof.
<br />otherterra and conditions as required by CSA Such separate agmement(s) shall solely govern,
<br />2.1 Covered Service. (a) CSA shall provide all routine preventive maintenance and emergency
<br />and this Agreement shall not apply to, the services described therein
<br />service necessary to keep the Equipment in good working order In accordance with this
<br />3. CSA CUSTOMER SATISFACTION POLICY. If you are not satisfied with the performance
<br />Agreement and CSA's normal practice. Such service shall be performed between 8:30 AM and
<br />of your Canon or Oc6 brand product, upon your written request, CSA 1n its sole dlacretion will
<br />5:00 P.M. Monday through Friday, except holldays. (b) You shall afford CSA reasonable access
<br />repair or replace the product with alike unit with equivalent capabilities Prior to replacement,
<br />to the Equipmentto perform on-site service. CSA may terminate its maintenance obligations as
<br />CSA shall have had the opportunity to return the product to good working order in accordance
<br />to any Equipment if you relocate it to a site outside CSA'a service coverage area If, in CSA's
<br />with the terms of this agreement. If a replacement unit is provided, the lease hereunder of the
<br />opinion, any Equipment cannot be maintained in good working order through CSA'a routine
<br />replaced unit shall be deemed terminated and the replacement unit shall be deemed a "Listed
<br />maintenance services, CSA may, at its option, 0) substitute comparable Equipment or (it) cancel
<br />Item" for the lease and all other purposes of this Agreement This policy shall apply only If you
<br />any balance of the term of its maintenance obligations as to such Equipment and refund the
<br />SLS -107F CFS -1209 September 2016
<br />Page 2 Customer Initials
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