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ULF # S084758 8 01
<br />GENEHAL TEHMS AND CONDITIONS
<br />1. LEASE OF EQUIPMENT AND SOFTWARE
<br />1 .1 Ll5te;d lfoms.· Commencemont of LBMq; L~sor. CSA sh all supply, for lea,e by you
<br />as provided b elc-..... , and you 3hslt lease the units or equ!pment CE qutpmenr) and licenses of
<br />sottware with separate support contracts, if applicable rusted Software ": and together with
<br />ttie Equipment and all replacements and additions thereto. ~Listed Item:,() ind icated on
<br />Sche dule A . The initial lessor i s Canon Flnnncla l Servlce5, Inc. (together with any future
<br />assignees of its right!l as lessor , ~lessor'"). You shall keep the Usted llems at the "Ship To"
<br />location, not move them to another location w ithout the prior written consent of Lessor (defined
<br />below). and keep them free and deer or all liens and e ncumbrances. This Agreement shall be
<br />effective on tho date the Listed Items are delivered to you rLease Commencement Date'")
<br />The term of this Agr~ment beg ins on the date accepted by CSA or any later dale that CSA
<br />designates ("Agreement Date;. and shall continue for an initial term of the number of months
<br />specified on page 1(toget her with any renewal periods, ~Lease Term·). Your execution of an
<br />acceptance certificate provided by CSA shall condusive ly eitabllsh that the Listed Items have
<br />been delivered to and irrevocably accepted by you. If you have not. within 10 days after
<br />deli ve ry of Equipment, delivered to Lesso r written notice of non-acceptance of any Equipment,
<br />spe ci fying the reasons and referencing this Agreement. you shall be deemed to have
<br />irrevocably accepted the Equipment. Mer eccoptance. you shell have no right to cancel this
<br />Agreement or return the Listed Items prior to the end of the Lease Term for any reason
<br />whatsoever, induding termination of any maintenance services that may be provided by CSA
<br />under this or any separate agreemenl Title to all Li sted Items shall be transferred by CSA to
<br />lesso r, CSA shall assign to Lessor ell of its rights (but none of its obligations.) with respect to
<br />the listed Items. lnduding the right to receive all Payments. Lessor does not and shall not
<br />es,ume any obligation, under this Agreement CSA shall remain .solely liable for the
<br />performance of all maintenance, service, and warranty Obligations de,cribed in tnis
<br />Agreement,(
<br />1.2 paYffiilnts artd-·COSta. Yo u shall pay to Lessor "ach billing period the fixed basi, and, if
<br />applicable, the fixed maintenance amounts and per image charges and all other amounts , as
<br />li sted and specified on page 1 and Sch9dule A and such other amounts permitted in this
<br />Agreement as invoiced by lessor (~lectively, "Peym<,nts·; the fixed maintenance amounts
<br />and the per image charges ere the "CSA Payments~. and all other Payments arc the "le93or
<br />Payments"). If You have opted for a ninety (90) day deferral of payments. then invoicing for ell
<br />Payments. induding excess per image charges. shall be quarterty, and no Payment shall be
<br />due for the first ninety (90) days fO,lowing commencement of the initial term. For Equipment
<br />designated as Corporate Advantage, the meter sh.el! record a quantity of 2 images. for any
<br />image produced on media wider than 8½". The Payments shall not increase during the initial
<br />term. Prepaid charges shall not be refundebJe e,tcept as provided in Paragraph 2., (b). Invoices
<br />shall be due and payable upon receipl All Payments will be applied in such order as Lessor,
<br />in its discretion, may determine. This lease is a net lease . Lessor Payments shell be made
<br />without set-otf or deduction, even if the Listed Items ma lfunction and irrespective of any non-
<br />performance by CSA of Its maintenance obligations. You authorize Lessor to adjust the
<br />Peyment3 and the End of Term Pun::.ha se Option amount (if specified on page 1) rPun::.hase
<br />Option1 by up to 15% if 1he actual ~ of the U:stcd Item:, and any related services and
<br />supplies. induding any sales and use tax, eJtceed CSA's estimates on which such amount:5
<br />were based. You ,hall pay a $65 documentation fee and any applicable taxes (anduding
<br />personal property tax). e,cpenses. charges and fees imposed with respect to the Listed llems,
<br />the Payment.s or your performance or non-performance under this Agreement. and you .shall
<br />reimburse Le:rnor for the same plus processing fees (collectiv~y. ~costs•). You agree that
<br />Lessor may in its sole discretion apply, but shall not be obligated to apply, any amount.s paid
<br />in advance to any amount due or to become due hereunder, and in no event shall any amount
<br />paid in adv11nce earn Interest unless required by applicable law. If any Payments are late, you
<br />shall pay (a) the actual and reasonable costs and expenses of collection. indudlng attorneys'
<br />fees, whether or not .suit Is brought. (b) a late charge equal to the higher of 10% of the amount
<br />due or $25. a, rea,onable II qui dated damage,. and (c) if Lessor should bring court action. you
<br />agree that attorney fees equal to 25% of the amount sought shall be deemed reasonable , in
<br />each case not to exceed the maximum amount permitted by law.
<br />1.3 PµrybM9 Op!lon1 · Rcrtum . (a) ENO OF TERM PURCHASE OPTION. To elect 1his
<br />option. you ·sh ell give le55or 60 days' prior irrevocable written notice (unless the Purchase
<br />Option price is $1 .00} that you will purchase, upon the expiration of the Lease Term , alt the
<br />listed Items at lhe Purchase Option price plus any Costs. (b) PRIOR TO MATURITY
<br />PURCHASE. You may upon not less than 60 days' prior irrevocable written notice, purchase
<br />an the U,tecfltei'i,1t:-8 t a price equal to the ,um of all remaining Payments, plus the Fair Martir.et
<br />Value. plus 'costs . For purpo,es of this Agreement. ·Fair Mant:et Value" shall be Lessor's retail
<br />price al the time you notify Lessor of your inlenl to purchase the Equipment (c) Listed Item
<br />purchase, she ll be ~AS•I S WHER E-is· wi ltlout warranty, except for tide; purchases of licenses
<br />of Li sted Software are subject to the terms thereof. (d) Unless this Agreement contains a $1 .00
<br />Purchase Option, this Agreement shaK automatically re new on a month to month ba:,is et the
<br />same Payment amount (subject to increase of CSA Payments) and frequency unless you , at
<br />least 60 days before the end of the Lease Term, send to Lessor written notice {the "End of
<br />Term Notice'') that you either~) are purchasing al (but not less than ell) of the Equipment in
<br />accordance with the terms hereof, or (ii) do not want to renew this Agreement, and at the end
<br />of the Leese Term shall return the Equipment as provided below. Unless this Agreement
<br />automatically renews or you purchase the Equipment as provided in this Agreement. you .shell,
<br />at the termination of the Lease Term. return the Eq uipment at your sole cost and expense in
<br />good operating condition, ordinary wear and teer resu!Ung from proper use excepted, to a
<br />location specified by Le5.sor. Lessor may charge you a return fee equal to the greeter of one
<br />Lessor Payment or $250 for the processi ng of returned Eq ui pmont. If for any reason you fe ll
<br />to return any Equipment to Lessor as provided in this Agreement by the lest day of such Lease
<br />Term . you sha ll pay to Lessor upon demand one billing period 's les,or Payment for each
<br />billing period or portion thereof that such return is delayed. If you fa il to provide the required
<br />End of Term Notice and re turn the Equipment at the end of the Lea se Tenn, you shall pay to
<br />Lessor upon de mand the BO•dey equivalent of Les sor Payments to satisfy the End of Term
<br />Notice pe:ri Od refere nced above . You shell reimbur3e Lessor for any cosb incurred by Le:,sor
<br />to place the listed Items in good operati ng condition.
<br />2. MAINTENANCE. YOU SHALL RECEIVE THE MAINTENANCE DESCRIBED IN THIS
<br />PARAGRAPH 2 ("Maintenance") ONLY IF YOU HAVE ACCEPTED MAINTENANCE ON
<br />PAGE 1. Such siervtceo are siubject to the exclusions hereinafter described. Maintenance
<br />provided to you under separate agreement between CSA and you shell be governed solely
<br />by th e provisions thereof .
<br />2.1 CoV1Jrod Service. (a) CSA shall provide all routine preve nti ve maintenance and emergency
<br />se/"Vice necessary to keep tnc Equipment in good working order in accordance 'Mth this
<br />Agree ment and CSA's normal practice, Such service shall be performed between 6:30 A.M. and
<br />5:00 P.M. Monday throug h Friday. except holidays . (b) Yo u shall afford CSA reasonable and sare
<br />access to the Equ ipment to perform on.site service . CSA may terminate its ma intenance
<br />obligations as to any Equipment if you rel ocate it to a site oubide CSA's service covorago sn:a.
<br />If. in CSA·s opinion. any Equipment cannot be maintained in good working order through CSA's
<br />SLS-107F CFS-1209 S eptember 20 18
<br />routine maintenanco sorvices. CSA may, at its option. (i ) substitute comparable Equipment or (ii)
<br />cancel any balance of the term o f rt:s mainte nance obl lgati ons as to such Equipment and re fund
<br />the unearned po:ton of any prepaid CSA. Peyment3. Parts or Equipmen! repleced or removed by
<br />CSA in connectioo with Ma intenance shall become the property of lessor and you disdaim any
<br />interest in the m. (c) lnstall ation/lmplementation of Listed Software may be at an additional diarge
<br />except to the extent induded as a Li sted Item and may be conditioned on your agreement to a
<br />separate statement or work or other document covering the scope and schedule of
<br />installati on/implementation , configuratiort• options. responsi bili ties of each party , and othe r
<br />matters, whidi shall so(eiy govern as to the matters covered therein . Additional charges may appfy
<br />for work beyond the initial sc.ope deSCtibed in such separate document (d) Support fo r Us1ed
<br />Software is provided directly by the respective develope~ thereof and as set forth in each
<br />developer's applica ble separate .support contract. end is not provided by CSA under this
<br />Agreement exce pt as expressly provided herein. Support for Listed Software may require
<br />!eparate purcnase by you of a suppcrt contrad, unless included under this Agreement as a Listed
<br />Item. The terms of 9upport contract! for listed Software are available from the develope~. or wi ll
<br />be provided to you by CSA upon req uest Notwithstanding any provision in the support co ntract
<br />to the comrary. it shall automatic.atty renew on an annual bas is. subject to a price increase after
<br />the initial term. (e} CSA shall make available to yoo from time to time upgrades and bu g fixes for
<br />the so ftwero 6censed es part of the Equipment end for Listed Software. but: (i) only if such
<br />upgrades and bug fixes are provided to CSA by the devclope~ of .such Listed Software. (ii)
<br />avail ability of upgrades and bug fixes may be at additional diarge, end (iii) installeti oa of such
<br />upgradeis and bug fixes by CSA if requ~ted by you shall be at additional charge. You are not
<br />required to us.e CSA for installation of either Listed Software or for any upgrades. a nd bug fixes ,
<br />but if in.s.taUation is done by anyone other than CSA, CSA shall have no m:,ponslbillty for any
<br />performance or other is.sues that may result from sudl installation. (f) CSA shah ~lso use
<br />reasonable efforts to provide Level 1 support fOf the Listed Software (except that ror certain Listed
<br />Software, Level 1 support shall be provided o nly If and so long as a separate software support
<br />c:ontract for sudl Listed Software from the developer thereof is in effect). Level 1 support consists
<br />of (i) providing he{~ine telephone assistance in operating the Listed Software, and identifying
<br />service problems in the Listed Software . and attempting to troubleshoot any such problems: {ii)
<br />escalating operating problems to !tie applicable developer of the Listed Software as needed to
<br />rectify sudl problems, induding facilitating contact between you and the d8Vaoper of the Li sted
<br />Software as nece_s.sa(Y.:_~nd (iii) maints.Jni?0 a log of such problems to assist ln traddng the same.
<br />2.2 Maifuohi'nCO' -~Jofm' ·arid Chafucis~ (a) Maintenance shan start on the Lease
<br />Commencement Date and shen continue for the Lease Term. (b) Consumables l ndusive
<br />Maintenance lndudes replenishment of toner only (and other consumables. but only If
<br />speciried on page 1). Toner is supplied for exduslvq use with the EquipmenL CS A may
<br />terminate the Maintenance if you use consumables in a different manner. If your toner usage
<br />exceeds by more than 10% the publ ishod manufacturer specifications for conventi onal office
<br />image coverage, CSA may invoice you for such excess usage. You may purchase additional
<br />toner from CSA if required . You shall beac all ris.k of loss., theft or damage to unused
<br />con,umables, which shall remain CSA's property and shall be reb.Jmed promptly upon
<br />termination of this Agreement or Maintenance. (c) If you seJected the Fleet or Aggregate
<br />Coverage Plan on page 1, the Base Charge and the Covered Images lnduded shall apply to
<br />all of the Equipment on Schedule A unles.s otherwise indicated. If specifted on page 1 that the
<br />Listed Items are being added to an e»sting fleet under a previous agreement between you
<br />and CSA, (i) the fleet shall indude the !isled items und"r the previous agreement. and au other
<br />agreements for whldl the add to existing neel option was selected. and (Ii) thet maintenance
<br />tenn for all Listed Items under this Agreement -shall be the same a3 the maintenance term for
<br />all listed items under all such previous agreements. (d) If specified on the face page that the
<br />Listod Items are being added to an existing Aggregate Coverage Plan under a previous
<br />agreement between you and CSA. the Covered Images shall appry to all of the Equipment on
<br />the schedule, unless otherwise indicated , ptus the listed items under th a previous
<br />agreement(s), and all other agreements for which the add to existing Aggregate Coverage
<br />Plan was selected, on an aggregated basis, for .so 1011g as the maintenance term for all .such
<br />li sted items continues. (e) Unless otherwise indicated on Schedule A. you authorize CSA to use
<br />net-Norked features CX the Equipment induding imageWARE to receive software updates, activate
<br />features/new ljcenses and b"ansmit use and service data accumulated by the Equipment overyol.K
<br />network by means of an HTTPS protocol end to store, analyze and Lisa such data tor ~SM
<br />related to !eMdng the Equipment, providing reports and product improvemcnt.,This r~tµce i s not
<br />capable of sending or receMng image data._ (f} You shall provide meter readings to CSA In
<br />accordance with the Meter-Read Method selected. If you selected the myCSA website, you,
<br />your empl oyees or agents shall complete CSA's reQ istration process goveming access to and
<br />use of such website. and yo u agree to be bound by, and comply with its Terms of U se _ CSA
<br />may chmnge your meter read options from time to ti me upon 60 days' notice. If CSA does not
<br />receive timely meter readings from you, you .shell pay invoices that reflect CSA's estimate.s of
<br />meter read ings . CSA may verify the accuracy of any meter readings from time to time and
<br />invoice you for any shortfall in the next invoice. (g) You agree that CSA may suspend
<br />performance of Maintenance jf and so long as any Payments are overdue, and that any such
<br />!USpension shell not in end of itself be d&emed a termination of this Agreement.
<br />2..3 N0!1:.COYei'ed S,ryici,. The following .services are not ioduded ¥within Malr\tenancc end
<br />s.hall be Invoiced. in accordance with CSA's then current labor, parts and supply charges: (a)
<br />replacement of any oonsumables not provided as part of Consumable lnduslve Maintenance
<br />identified on page 1. induding, without limitation, paper, toner, ink , waste ccnta!ners. fuser oil .
<br />staples (. other media. print heads and puncher dies: (b) repairs necessitated by factor.a other
<br />than normal u:,e induding . without limitation, any willful act. negligence, abuse or misu se of the
<br />Eq ui pment ~ use of parts, supplies or software not supplied by CSA: service performed by
<br />anyone other than CSA: accident; uso of Equipment with non-compatible hartfwere or sofiwert!
<br />component:s; electrical power malfunction or heating , cooling or humidity ambient conditions: (c)
<br />de-installation, re--instaUation, or relocation d Equipment; (d) repairs to or realignment of
<br />Equipment and related tr.lining necessitated by ctumges made to your system configuration or
<br />network envfronment: (e) work requested to be performed oubide of CSA's regular business
<br />hours : and (f) repair of 8S'f'/ network/system connection devicos . except when listed on page 1. If
<br />you have NOT .selected Maintenance on page 1. any of the ma intenance service.:, dexribed in
<br />Paragraph 2 .1 above shell be available only upon your request. either under separate agmcment
<br />with CSA or invoiced in accortiance with CSA's then current labor, parts and suppl y charyes .
<br />Installation of certain Listed Software may also ~uire a separate agreement bet.w'ee n you and
<br />CSA se tting forth the scope of work, your responsibilities in c:onnection with such instsllalion, and
<br />other te rms and conditions. as required by CSA. Such separate agreemenl{s) shell solety govern .
<br />and thi s Agree ment shell not apply to, the service:, described the rein _
<br />3. CSA CUSTOMER SATISFACTION POLICY. If you are not s8tisfied with the pe rformance
<br />of yo ur Canon or Oce bra nd pro duct, upon your written request. CSA in its .sate discretion wi ll
<br />repair oc repl ace the prod uct W'ith a like unit with equivalent capabilities , Prior to re place men t,
<br />CSA shalt have had the opportunity to return the product lo good wo r1c:ing order in accorda nce
<br />with the term s of this agreement, If a replacement unit is provided. the lee se hereunder of the
<br />replaced uni t shall be deemed terminated and the replacement unit shall be deemed a "listed
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