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are not in default of this Agreement and Maintenance under this Agreement has not been
<br />canceled or terminated
<br />4, DATA You acknowledge that the hard drive(s) on the Equipment, including attached
<br />devicos, may retain images, content or other data that you may store for purposes of normal
<br />operation at the Equipment ("Data). You acknowledge that Lessor is not storing Dela on
<br />behalf of you and that exposure or access to the Data by CSA or Lessor, If any, is purely
<br />indifental to the serviced parfnrmad by CSA or Lessor. Neither CSA nor Lessor nor or any of
<br />their sflilolso has on obligation to areae or ovanvOte Onto upon your return of the Equipment
<br />to CSA or Lessor or any other diaposiBon of Ura Eq trip msnt by you. Yuu are solely
<br />responsible for. (A) your compliance with appllcable law and legal requirements pertaining to
<br />data privacy, storage, security, retention and protection, and (B) all decisions related to
<br />erasing or overwriting Data. Without limiting the foregoing, you should, (t) enable the Hard
<br />Disk Drive (HDD) data erase functionality that is astandard Feature on certain Equipment
<br />and/or (it) prier to return or other disposition of the Equipment, utilize the HDD (or
<br />compaNtifs) formatting function (Which may be referred to as "IniliaHeed All OstalSethri
<br />funcOan) if found on the Equtpmanl to perform a on pass overwrite of Date or, if you have
<br />higher security requirements. you may purchase from CSA at currant rates an eppropriale
<br />option for the Equipment which may include (a) an HOD Deta Encryption KI option whldh
<br />dingutses informa0on before it is written to the herd drive using encryption algorithms. (b) an
<br />HOD Data Erase Kit that can perform up 10 a 3 -pass overwrite of Date (far Equfpmanl not
<br />containing data erase functionality as it standard feature), or (c) a replacement hard drive (in
<br />which Case you should properly destroy the replaced hard drive) You shall indemnify Lessor,
<br />CSA, their subsldied as, dhedors, othcers, emplayeas and agents from and against any and
<br />all casts, expenses. IIabl[tiss. claims, damages, losses, judgments or (sea (including
<br />reasonable attorneys' fees) arising or related to the storage, transmission or destruction of the
<br />Date. The terms of this section shell solely govern as to Data, notwithstanding that any
<br />provisions of this Agreement or any separate confidentially or data security or other
<br />agreement now or hereafter entered into between you and CSA or Lessor applies, or could be
<br />construed to apply to Data
<br />5. LIMITED WARRANTY; EXCLUSIONS & LIMITATIONS; INDEMNIFICATION
<br />6.1 Limited Warranty. Equipment is warranted only as provided in the manufacturers
<br />warranty provided with the Equipment (for CANON brand Equipment, the manufacturer's
<br />warranty is provided by Canon U.S.A., Inc ). End user warranties, if any, for Listed Software
<br />aro provided solely by the developers or suppliers of the Listed Software. So long as you are
<br />not In breach or default of this Agreement, Lessor assigns to you, solely for the purpose at
<br />making and prosecuting any such claim, the rights, If any, which Lessor may have under all
<br />such warranties for the Listed Items.
<br />6.2 Dlitclalmor of Warrantlos. LESSOR IS NOT A MANUFACTURER, DEALER, OR
<br />SUPPLIER OF THE LISTED ITEMS. AS BETWEEN YOU AND LESSOR, THE LISTED
<br />ITEMS ARE LEASEDAS IS" AND ARE OF A SIZE, DESIGN, AND CAPACITY SELECTED
<br />BY YOU LESSOR HAS MADE NO REPRESENTATION OR WARRANTY OF ANY KIND,
<br />EXPRESS OR IMPLIED, WITH RESPECT TO THE LISTED ITEMS The warranties, if any,
<br />provided for any of the Usted Items are enforceable by you only against the Canon company
<br />or third party making such warranties, not sgalnat any LoSsor CSA is not an agent or
<br />mpresentaUve of Lessor and Is not authorized to waive or alter any of Lassoes rights or make
<br />any representation for Lessor about the Listed Items, except to the extent set forth in this
<br />Agreement EACH OF CSA AND LESSOR EXPRESSLY DISCLAIMS ALL WARRANTIES,
<br />EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND
<br />FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF
<br />THE LISTED ITEMS OR CSNS SERVICES. THE FURNISHING OF MAINTENANCE UNDER
<br />THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION OR USE OF ANY
<br />OF THE USTED ITEMS.
<br />5.3 Limitation of Lf ba Illty_ NEITHER CSA NOR LESSOR SHALL BE LIABLE FOR
<br />INJURY OR DAMAGE EXCEPT TO THE EXTENT CAUSED BY SUCH PARTY S
<br />NEGLIGENCE OR WILLFUL MISCONDUCT. NEITHER CSA NOR LESSOR SHALL BE
<br />LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF
<br />REVENUE OR PROFIT, LOSS OR CORRUPTION OF DATA, FAILURE TO REALIZE
<br />SAVINGS OR OTHER BENEFITS, STORAGE CHARGES OR OTHER INCIDENTAL,
<br />SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR
<br />INABILITY TO USE THE LISTED ITEMS OR CSA'S SERVICES UNDER THIS
<br />AGREEMENT, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED
<br />AND EVEN IF CSA OR LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
<br />DAMAGES.
<br />5.4 Indemnification. You shall reimburse Lessorfor and defend Lessor against any claim
<br />for losses or injury caused by the Listed Items, before and after the Lease Term ends
<br />S. ADDITIONAL LEASE REQUIREMENTS.
<br />6.1 W�rranly of BuSlns�s_Purpaan; MoinlruTn,nnCo. Ycuwcnant ihailhe Llaled Items will
<br />not be used for personal. Iarmlly or household purpoaas- If at any Oma kir any man art
<br />whalsoevar CSA's "ritenonce ob]lgmUcns have termlrnated, at yoursale expense you shall
<br />keep the Equip moM in goad working onto and supply and Install replaoemont pork and
<br />eccassaries when required to ansintaln the Equipment Any such replacements shall be the
<br />property of Lessor and shall be deemed Equipment
<br />6.2iR ak of_tops: Inaurnrice. Effective upon delivery to you, you shall bear the entire risk of
<br />any lags or theft of Or damage to the Equipment ('Loos'). You shell obtain and maintain during
<br />We term hereunder Including all renewals and extensions, at your expense, (a) property
<br />Insurance for the full replacement value of the Fquip ment and (b) comprehensive public
<br />liability and property damage Insurance AP such Inourance shall provide fora deduONot not
<br />exceeding $5,000 and be in form and amount and with companies satisfactory to Lessor.
<br />Each insurer providing such Insurance shall name Lessor as additional insured and loss
<br />payee and provide Lessor 30 days' poor written notice of alteration or cancellation. You shall
<br />deliver cerilf cates or other evidence of insurance to Loseor You appoint Lessor an your
<br />attomey-in-fact solely to make claim for, receive payment of, and exacule and endorse
<br />documents, checks, Of dretls for any Loss. If within 10 days after request you fail to deliver
<br />satisfactory evidence of such insurance to Lessor, then Lessor shall have the right, but not
<br />the obligation, to obtain insurance covering Lessors interests in the Equipment, and add the
<br />costs of malnlelning such insurance arid an administrative fee to the amounts Aug from you
<br />under this Agreement- Lessor and any of Ito off IIates may make a profit on the foregoing. You
<br />shall promptly (i) repair or replace any Equipment subject to a Loss or [i) pay to Lessor the
<br />Remaining Leave BSlenca (defined below). No Loss shall rdleve you of any obligation under
<br />this Agreement
<br />T. DEFAULT; REMEDIES. You shall be in default of this Agreement if: (a) you fail to
<br />make any Payments when duo or perform any of your other obligations under this Agreement;
<br />(b) you fall to make payments when due of any indebtedness to Lessor, (c) you or any
<br />guarantor of your obligations ("Guarantor) ceasn doing business as a going concern; (d) you
<br />or any Guarantor become insolvent or make an aszignrrdnl for the benefit of creditors; (e) a
<br />petition or proceeding i§fled by or against you or any Guaranlm under any bankruptcy or
<br />insolvency law; (f) a receiver, trustee, conservator, or liquidator Is appointed for you, any
<br />ULF # S0664936.06
<br />Guarantor, or any of your or any Guarantor's property; (g) any statement, representation or
<br />warranty made by you or any Guarantor to CSA or Lessor is incomed in any material rasped;
<br />or (h) you or any Guarantor who is a natural person da tf you ane in default, you shall pay for
<br />Lessor's reaaonattla calls clan and other coats, and W Mat limiting any of CSA's Tights
<br />hereunder or under applicable low, Las nor may exerdon (on behalf of itself and, as
<br />applicable, CSA) arty one or all of the following remedies: (1) declare all unpaid Payments
<br />(other than per image charges) immediately due and payable, with Lessor retaining title to the
<br />Listed Items; (2) terminate any and all agreements with you; (3) without notice, demand or
<br />legal process, retake possession of the Listed Items (and you authorize Lessor to enter upon
<br />the premises where the Listed Items may be found) and (A) retain the Listed Itemsend all
<br />PaymeMe and other sums paid, (B) MIS aso the Li sled Ilama and recover from you the
<br />amount by which the Remaining Lease Balanca exceeds the value &161buted to the Listed
<br />Items by Lessor for purposes of ca[cula Mil the payments under the new lee se agreement, or
<br />(C) sell the Uated Ito me and recover from you the amount by which the Remsining Lvase
<br />Balance exceeds ft net amount received by Lessor from such sale; or (4) pursua any other
<br />remedy permitted at law or in equity Lessor may sett the Listed Ilama after prepanng them or
<br />not end may dlsclalm warrarltlea of title and the like. II the Listed Items are not available for
<br />sole, you shall be liable for the Remaining Lease Balance and arty other amounts due. The
<br />"Remaining Lease Balance" shall be the sum of: () all Lessor Payments than owed by you to
<br />Lessor; (III the present value of all remaining Lessor Payments for the full Lease Term; (III) the
<br />Purchase Option price of the Ustod Itams indicated on the face of this Agreement; plus (iv)
<br />any applicable lax". expenses, charges, and fees For purposes of determining present
<br />value, Lessor Payments shell be discounled st 3% per year.
<br />S. SECURITY; WAIVER. You authorize Lessor to file any form of financing or
<br />continuation statements and amendments thereto THE LEASE CREATED BY THIS
<br />AGREEMENT IS INTENDED AS A °FINANCE LEASE" AS THAT TERM IS DEFINED IN
<br />ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE ("UCC 2A) AND LESSOR IS
<br />ENTITLED TO ALL BENEFITS, PRIVILEGES AND PROTECTIONS OF A LESSOR UNDER
<br />A FINANCE LEASE, AND YOU IRREVOCABLY WAIVE ANY RIGHT OF NOTICE
<br />THEREOF. YOU WAIVE YOUR RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508-
<br />522.
<br />0&522. If the lease is determined not to be a true lease, you grant Lessor a security Interest in
<br />the Listed Items Your exact legal name, your chief executive office address, and your
<br />jurisdiction of organization are as set forth on page 1; if you change any of them or the
<br />corporate structure, you shall provide prior written notice to Lessor 30 days before such
<br />change. Upon request, you WO execute and deliver to Lessor such documents as required or
<br />appropriate.
<br />9. GENERAL
<br />9.1 9holce of Law aced Forum, THIS AGREEMENT SHALL FOR ALL PURPOSES BE
<br />GOVERNED BY THE LAWS OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF
<br />LAW PRINCIPLES. YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF
<br />ANY STATE OR FEDERAL COURT LOCATED WITHIN CAMDEN OR BURLINGTON
<br />COUNTY, NEW JERSEY, OR AT LESSOR'S OPTION IN ANY STATE WHERE YOU OR
<br />THE EQUIPMENT ARE LOCATED. YOU WAIVE OBJECTIONS TO THE JURISDICTION OF
<br />SUCH COURTS, TO VENUE AND TO CONVENIENCE OF FORUM ANY SUIT, OTHER
<br />THAN ONE SEEKING PAYMENT OF AMOUNTS DUE, SHALL BE COMMENCED, IF AT
<br />ALL, WITHIN 1 YEAR OF THE DATE THAT THE CLAIM ACCRUES THE PARTIES
<br />IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM
<br />9.2 Entire AarriQmQnf: EllicIfoulc Accnntsitrv. This Agreement shall be binding upon you
<br />when you sign it upon CSA when CSA has installed the Equipment and upon Lessor when you
<br />have accepted the Listed Items. All provisions of this Agreement including Section 4, which by
<br />their nature can be construed to survive the expiration or termination of the Agreement shell so
<br />survive. CSA or Lessor may insert missing or correct other information Including the Listed
<br />Item description, serial number, and location; and corrections to your legal name; but
<br />oll iso this Agreement(ftothorwith any aeparat a fig mom ententered info between you and
<br />CSA as deem bed in Section 2.3 above) conatmtut" the entire agreemard between the parties
<br />with rasped to the Subject matter hereof. Arty purchase order utilized by you shall be for your
<br />administrative convenience only, and any terms therein which conflict with, vary from or
<br />supplement the provisione of this Agreement shall be deemed null and void. No
<br />representation or statement shall be binding upon Lessor or CSA as a warranty or otherwise
<br />unless It Is contained in the original of Wa Agreement This Agreemermt shall not be modified or
<br />amended except in a written amendment signed by an authorized signer of CSA and you If a
<br />court finds any provlalon to be unenforceable, the rernalydng provisions shall remain in full farce
<br />and eRect Youuxpressly dlsdairn having relied upon any ntaieinnnlconuumog the capability,
<br />condiaan, operation, perfommanea or specifications of the Listed Items, except to the extent set
<br />forth In the original of thle Agrexnent. CSA or Lessor may accept electronic images of this
<br />Agreement or Acceptance Certificate as originals, and electronic copies of your signature
<br />will be treated as original for all purposes.
<br />9.3 Joint_.nd Sovoral Llsblllly: Asslar(Urws. If more than one entity executes this
<br />Agreement as the Customer, your obligations shell bejdnt and several, YOU SHALL NOT
<br />ASSIGN OR PLEDGE THIS AGREEMENT, NOR SHALL YOU SUBLET OR LEND ANY
<br />LISTED ITEMS. Each of CSA and Lessor may pledge or assign Its rights under this
<br />Agreement. If a Lessor assigns Its rights, the assignee will have the some rights and benerrts
<br />(hot the Lessor had and shall not have any obligations hereunder. The rights of the assignee
<br />will not be subject to any claims, defenses, or setoffs that you may have against the Lessor.
<br />9.4 Notices. All notices required or permitted under this Agreement shall be sufficient if
<br />delivered personally, sent via facsimile or other electronic transmission, or mailed to such
<br />party at the address sal forth on page 1 or at such other address as such party may
<br />designate in writing from time to time. Notices shall be effective 3 days after deposit in the
<br />U.S mail, duly addressed, or upon delivery via personal or express delivery, facsimile or
<br />other electronic transmission. You shell send all notices regarding lease provisions to Lessor
<br />only, and all notices regarding maintenance provisions to CSA only
<br />Addroea for notices to Canon Solutions Address for notices to Canon Financial
<br />America, Inc.: Services, Inc.:
<br />300 Commerce Square Blvd. 158 Gaither Drive, Suite 200
<br />Burlington, NJ 08016 Mount Laurel, NJ 00054
<br />Attn: Customer Service Department Attn: Customer Service Department
<br />Phone: (800) 613.2228 Phone: (800) 220-8330
<br />Fax: (ODD) 2204002 Fex: (856) 013.5122
<br />Fmsil: custamercareiacse.canori Email: customergcth.canon.som
<br />9.6 QA.A PATRIOT Act: Creel}k lnfarmalfon. To help the government right the funding of
<br />tarred am and money laundering activitioo, federal law mclul Tea all finand al it itu0ona to
<br />obtaln, verity, and record Information that identill es mach person who enters into a Isea a. T hl is
<br />means that when you enter into a lease. Lessor may ask For, among other things: (a) your
<br />federal tax identification number and (b) your data of birth, if you are a sole proprietor. Lessor
<br />may also ask to see identifying documents. You authorize your credit references, any credit
<br />reporting agency, or any third party (including Lessor) to collect any credit information and to
<br />release the same to Lessor, its affiliates, and their respective designees or assignees
<br />SLS -107F CFS -1200 September 2016 Page 3 Customer Initials
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