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Item· for the lease and all other purposes of this Agreement. This polic; shall apply only if you
<br />are not in default of this Agreement and Maintenance under this Agreement has nol been
<br />canceled or termlnetsd.
<br />,. DATA. You acknow1edge that th e hard drive(s) on the Equipment, induding attached
<br />devices. may retain images, content or other data that you may store ror purposes of normal
<br />operation of the Equipment roata·)_ You acknowiedge that Lessor is not storing Data on behalf
<br />or you and that exposure or ac.cess to the Data by CSA or Lessor, if any, is purely incidental
<br />!o tho services performed by CSA or Lessor. Neither CSA nor Lessor nor or any of their
<br />affiJieles hes an obligation to erase or overwrite Data upon your return of the Equipmenl to
<br />CSA or Lessor or any other disposition of tho Equipment by you . You are solely responsible
<br />for: (A) your compliance with applicable law and legal requirements pertaining to data privacy.
<br />storage, security, retention and protection; and (B) all decisions re lal&d to erasing or
<br />ouerwrtting Data.· Without limiting the foregoing, you should. {i} enable the Hard Disk Drive
<br />(HOD) data erase functionality that is a standard feature on certain Equipment and/or (ii) prior
<br />to return or other disposition of the Equipment. utilize the HOD (or comparable} formatting
<br />function (which may be referred to as ~Initialized All Data/Settings· function) if found on the
<br />Equipment to perform a one pass overwrite of Data or, if you have higher security
<br />requirements, you may purchase from CSA et cun-ent rates an appropriate option fo r the
<br />Equipment. which may lndude (a) an HOD Data Encryption Kit option wtlic:h disguises
<br />information before it is written to the hard drive using encryption algorithms, (b) an HOD Data
<br />Erase Kit that can perform up to a 3-pass overwrite of Data (for Equipment not containing data
<br />erase functionality as a standard feature). or (c) a replacement hard drive (in which case you
<br />should property destroy the replaced hard drive). You shall indemnify Lessor. CSA. their
<br />subsidiaries, directors. officers, employees end agents from and against any and 3g costs,
<br />expenHs. liabilllies. dafms, damages. losses. judgments or fees (indudlng reasonable
<br />attorneys• fees) arising or related to the storage. transmission or destruction of the Data. The
<br />terms of this section shall solely govern es to Date, notwithstanding that any provisions of this
<br />~reement or any separate confidentiality or d•ta security or olher agreement now or hereafter
<br />entered in1o between you and CSA or Lessor applies. or could be construed to appfy to Data .
<br />5. LIMITED WARRANTY; EXCLUSIONS & LIMITATIONS; INDEMNIFICATION
<br />5.1 LJmH:ed WarrJnty. Equipment is wammted only as provided in the manufacture(s
<br />warranty provided with the Equipment (for CANON brand Equipment. the manufacture(s
<br />warranty is provided by Canon U .S .A., Inc.). End user warranties , if any, for Listed Software
<br />are provided solely by the developers or suppliers of tha Listed Software. So long es you are
<br />not in breach or default or this Agreement, Lessor auigns to you. solely for the purpose of
<br />making and prosecuting any such daim, the righb, if any, which Leuor may have under all
<br />such warranties for the U.sted Items.
<br />5.2 Dlsc!ofmer of Warrantfa. LESSOR IS NOT A MANUFACTURER . DEAL ER. OR
<br />SUPPLIER OF THE LISTED ITEMS. AS BETWEEN YOU AND LESSOR. THE LISTED ITEMS
<br />ARE LEASED "AS IS" AND ARE OF A SIZE, DESIGN . AND CAPACITY SELECTED BY YOU .
<br />LESSOR HAS MADE NO REPRESENTATION OR WARRANTY OF ANY KIND . EXPRESS
<br />OR IMPLIED. WITH RESPECT TO THE LISTED ITEMS. Tne warranties. tr any, provided for
<br />any of the Listed Items are enforceable by you onty against the Canon company or third party
<br />making such warTBnties, not against any Lessor. CSA ill not an agent or representative of
<br />Lessor and is not authorized to waive or alter any of le"o(s rights or make any representation
<br />for Lessor about the Listed Items. except to the extent set rorth in this Agreemenl EACH OF
<br />CSA AND LESSOR EXPRESSLY DISCLAIMS ALL WARRANTIES. EXPRESS OR IMPLIED.
<br />INCLUOING IMPLIED WARRANTIES OF MERCHANTABILITY HID FITNESS FDR A
<br />PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE LISTED
<br />ITEMS OR CSA'S SERV1CES . THE FURNISHING OF MAINTENANCE UNDER THIS
<br />AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION OR USE OF NIY OF
<br />THE LISTED ITEMS.
<br />5.3 Umltallog of Ll1bll~y. NEITHER CSA NOR LESSOR SHALL BE LIABLE FOR
<br />INJURY DR 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 . CORRUPTION DR RELEASE OF DATA. FAILURE TO
<br />REALIZE SAVINGS OR OTHER BENEFITS . STORAGE CHARGES: DR INCIDENTAL.
<br />SPECIAL. PUNITIVE DR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR
<br />IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY ON
<br />WHICH THE CLAIM IS BASED AND EVEN IF CSA DR LESSOR HAS BEEN ADVISED OF THE
<br />POSSIBILITY OF SUCH DAMAGES.
<br />5.4 l,,:gimgttJe;a{lqp. You shall reimbu1'3e Lessor for and defend Lessor against any claim
<br />for tossos or·in;ury·ceuscd by the listed Items. before and after the Lea:se Term ends.
<br />8. ADDITIONAL LEASE REQUIREMENTS .
<br />8.1 Warranty or Buslnesa Purpose: Maintenance. You warrant that the Listed Items will
<br />not be used for per.1onal, family Of household purposes. If at any time for eny reason
<br />whatsoever CSA's maintenance obligations have terminated , at your sole e,cpense you shall
<br />keep the Equipment in good wcrl:ing ordet and supply and inst.fl replacement perui and
<br />accessories.when required to maintain lhe Equipment Arr, 3UCh replacements shell be the
<br />prope~ of Lessor and shall be deemed Equipment.
<br />8.2 Risk of loss;'Jnaunlnc9. Effective upon delivery to you, you shall bear the entire risk of
<br />any toss Of theft of or damage to the EqUpment rLoss·). You shall obtain and maintain during
<br />the term hereooder including an renewals end extensions, at your expense, (a) property
<br />insurance for the full replacement value of the Equipment and (b) comprehensive public liability
<br />and property damage insurance. All such insurance shall provide for a deductiti,e not
<br />exceeding $5,000 and be in form and amount and wUh companies satisfactory to Lessor. Each
<br />insurer providing !uch insurance shall name Lessor as additional Insured and loss payee and
<br />provide lessor 30 days' prior written notice of alteration or cancellation. You shall deliver
<br />certific.etes or other evidence of insurance to Lessor. You appoint le!sor as your attorney.in .
<br />fact solely to make daim for. receive payment of, enel e:w:ecute and endorse document.9,
<br />checks. or drafts ror any Loss. If within 1 0 days after request you fail to deliver satisfactory
<br />evidence of such insurance to Lessor. then Lessor shall have the right, but not the obligation.
<br />to obtain Insurance covering Lessor's Interests In ltle Equlpment. and add the costs of
<br />maintaining such insurance and an adminlstrativo fee to the amounts due from you under thts
<br />Agreement Lessor and any or its affiliates may make a profit on the foregoing . You shall
<br />promptly (i) repair or replec.e any Equipment subjed to a Loss or (ii) pay to Lessor the
<br />Remaining Leese Balance (defined bolow). No Lo.ss shall relieve you of any obligation under
<br />th is Agreement.
<br />7. OEFAUL T; REMEDIES. You shall be ln default of this Agreement if: (a} you fall to make
<br />any Payments when due or perform any of your other obligations unelo r this A greement. (b)
<br />you fail to make payments when du e or any indebtedness to Lessor: (c) you or any guarantor
<br />or your obligations rGuarantor") cease doing business es a going concern: (d) you or any
<br />Guarantor become insolvent or make an a ssignment for the benefit of cred itors : (e) a petition
<br />or proceeding is filed by or against you or any Guarantor under any bankruptcy or insolvency
<br />law; (f) a receiver. trustee. conservato r. or li quidator is appointed for you , any Guarantor. or
<br />any of your or any Guarantor's property; (g) any statement, representation or warranry made
<br />SLS-107 F CFS-1209 September 2018
<br />ULF # S0847588.01
<br />by you or any Guarantor to CSA or Lessor is incorrect in any material respec1 : or (h) you or
<br />any Guaranior who is a neiural person die. If you are in defeuit. you shall pay ror Lesso(s
<br />reasonable collection and other co.sts. and without limiting any of CSA's rights hereunder or
<br />under applicable law, Lessor may exercise (on behalf of itself and . as applicable. CSA) any
<br />one or all of the following remedies : (1} declare eti unpaid Payments (other then per image
<br />charges) immediately due end payabl e. with Lessor reta ining title lo the Li sted Items ; (2)
<br />lerminale any and all agreements with you; (3) without notice, demand or legal proce ss. retake
<br />possession of the Listed Items (and you authonLe Lessor lo enter upo11 the premi ses where
<br />the Listed Items may be found) and (A) retain the Listed Items end all Payments and other
<br />sums paid. (8) re--l ease the Listed Items and recover from you the amount by which the
<br />Remaining Lease Balance exceeds the value attributed to the listed Items by lessor for
<br />purposes of calculating the payments under the new lease agreement, or (C) tell the listed
<br />Items and recover from you the amount by which the Remaining Lease Balance exceeds the
<br />net amount received by Lessor from suc h sale: o r (-4) punue any other remedy permitted at
<br />law or in equity. Lessor may sell the Listed Items after preparing them or not and may disdaim
<br />wan-enties of title and the like. It the listed ttems are not available for sale. you shall be lia~e
<br />for ltie Remaining Lease Balance and any other amounts due. The ·Remaining Lease
<br />Balance· shall be the sum of: (i) all Lessor Payments then owed by you to lessor: (ii) the
<br />present value or all remaining Lessor Payments for the full Lease Term: (ill) the Purchase
<br />Option price of the Listed Items indicated on the face of this Agreement; plus (iv) any applicable
<br />taxes. expenses. charges , and fees . For purposes of determining present value, Lessor
<br />Payments shall be discounted at 3% per year.
<br />e. SECURITY; WAIVER. You authorize Lessor to filo any form of financing or continuation
<br />statements and amendments thereto. THE LEASE CREATED BY THIS AGREEMENT IS
<br />INTENDED AS A "FINANCE LEASE" AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE
<br />UNIFORM COMMERCIAL CODE ("UCC 2A) AND LESSOR IS ENTITLED TO ALL
<br />BENEFITS. PRIVILEGES AND PROTECTIONS OF A LESSOR UNDER A FINANCE LEASE,
<br />AND YOU IRREVOCABLY WANE ANY RIGHT OF NOTICE THEREOF. YOU WANE YOUR
<br />RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508-522. II the lease is determined not
<br />to be a true lease. you grant Lessor a security interest in the Listed Items. Your exact legal
<br />name, your chief executive office address, and your jurisdiction of organiZBtion are as set forth
<br />on page 1; if you chemge any o f them or the corporate structure. you sh all provide prior written
<br />notice to Lessor 3 0 days before such change. Upon request. you will e:w:ecule and deliver to
<br />Lessor such documents as required or appropriate.
<br />9. GENERAL
<br />9.1 Cbolce·of ljlw •nd-forum . THIS AGREEMENT AND ALL Cl.AIMS, DISPUTES AND
<br />CAUSES OF ACTION RELATING THERETO, WHETHER SOUNDING IN CONTRACT,
<br />TORT OR STATUTE . SHALL FOR ALL PURPOSES BE GOVERNED BY THE LAWS OF NEW
<br />JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. YOU CONSENT TO
<br />THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE DR FEDERAL COURT
<br />LOCATED WITHIN CAMDEN OR BURLIN GTO N COUNTY . NEW JERSEY. OR A T
<br />LESSOR"S OPTION IN ANY STATE WHERE YOU OR THE EQUIPMENT ARE LOCATED,
<br />YOU WAIVE OBJECTIONS TO TI-E JJRISDICTION OF SUCH COURTS. TO VENUE AND TO
<br />CONVENIENCE OF FORUM. ANY SUIT . OTHER THAN ONE SEEKING PAYMENT OF
<br />AMOUNTS DUE, SHALL BE COMMENCED, IF AT A LL, WITHIN 1 YEAR OF THE DATE
<br />THAT THE Cl.AJM ACCRUES. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TD A
<br />JURY TRIAL IN ANY SUIT BElWEEN THEM .
<br />9.2 Entli'e:AqMIT!!nt;-Elect(0'11c Aeeeptane•. This Agreement shall be binding upon you
<br />~,yoi,•,,;pn It, _upon (;,sA when C.S)\ has lnslallcd the Equfpmen~ and upon Lessor when yoo
<br />have accepied the Listed Items. Alf provisions or this Agreemen~ lndudlng Section 4 , which by
<br />their naluffl can be construed to survive the e>epiration Of termination d the Agreement shall so
<br />survive. CSA or lessor may insert missing or a>rrect other information includino the Listed
<br />Item description, serial number, and location: and corrections tc your legal name; but
<br />other\vise this Agreement (together with any separatD agreement entered into between you and
<br />CSA as described in Section 2 .3 above) constib.ltes Iha entire agreement between the parties
<br />with respect to the sub;ect matter hereof. Any pun:hase order utilized by you shall be foi your
<br />administrative convenionce only. and any terms therein which conflict with, very from or
<br />supplement the provisions of this Agreement 3hall be d&emed null and void. No representation
<br />or sbttement shall be binding upon Lessor or CSA 83 e wen-anty or otherwise unless it is
<br />conbtined in the original of this AQreemenl Tt.s ~reement shell not be modifted or amended
<br />except in a written amendment signed by an authorized signer of CSA and you. If a court ftnds
<br />any provision to be unenforceable, the remaining provisicns shall remain in lul force and effect.
<br />You expressly disdaim having relied upon any statement conc:eming the capablllty. condition,
<br />operation, performance or specifications of the Listed Items. except to ihe extent set forth in the
<br />original of this Agreement CSA or Lessor may accept electronic images of this Agreement or
<br />any Acceptance Certific.ete as originals, and electronic copies of your signature will be treated
<br />as original for all purposes.
<br />9.3 Joint and Sev•ral Llabllfty; A.saignment. If more than one entity executes this
<br />Agreement es the Customer, your obligatiONI shall be joint and several. YOU SHALL NOT
<br />ASSIGN DR 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. tf a lessor assigns its rights, the assignee wm have the same rights and benefits
<br />that the Lessor had and shall not have any obJ igations hereunder. The rights of the auignae
<br />wil not be subject to any daims, defenses, or setoffs that you may have against the Lessor.
<br />9 .~ !i2!!£!!. AH notices required or permitted under t his Agreement shell be sufficient if
<br />delivered personally, sent v;a fac,imile or other electronic transmission. or mailed to such
<br />party at the address set forth on page 1 or at su·ch other address as such party may designate
<br />in writing from time to time. Notices shall be effective 3 days after deposit in the U .S . mail.
<br />duly addressed, or upon defivery via personal or expre ss delivery, facsimile or other electronic
<br />transmission. You shall send all notices regarding lease provisions to Lessor only , and all
<br />notices reQarding maintenance provisions to CSA only
<br />Addresa tor notices to Canon Solutions Address fo r notlc.es to Canon Flnanclal
<br />Amaric.a. Inc..:
<br />300 Commerce Square Blvd.
<br />Burlington. NJ 08016
<br />Attn: Customer Service Department
<br />Phone: (800) 613-2226
<br />Fax: (800) 220-4002
<br />S.rvlcDS, Inc.:
<br />158 Gaither Drive. Suite 200
<br />Mount Laurel. NJ 0605-4
<br />Attn : Customer Ser.rice Department
<br />Phone: (800) 220.0330
<br />Fax: (856) 81~5122
<br />Emeil: customercare@csa.c.anon.com Email : custo merimcfs..canon.com
<br />9.5 USA PATRIOT Act; Credit lnf9rmallon. To help th~ oovemment fight the funding of
<br />terrori sm end money laundering activities, fede,al law req uires all fin ancial institution s to
<br />obts in, verify . and record informatio n that identifies each per.i;on who enters into a lease. This
<br />means that when you enter into a lease, Lessor may ask for, among other things. (a) your
<br />federal tax identification number a nd (b) you r date of birth, jf you are a sole proprietor . Lessor
<br />mov also ask to soe identifying documents. You authorize your credit ,eferenc.es. any credit
<br />reporting agency. or any third party (induding Les .sor) to c.ollect any credit information and to
<br />release the same to Lessor, its affiliates , and their respective designees or ass ignees .
<br />Pagel
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