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ADDITIONAL TERMS AND CONDITIONS
<br />1. AGREEMENT: Tor busirress purposes only, you agree to lease horn us Bat goods, lopMer wilt all replacements, parts. repairs, additions, and accessions incorporated Therein or attached therein and any and all proceeds of the
<br />foregoing, inducing, wlOoutf inflation, nsurance mcovsries Idhe"Equipme C)andtor to finance carrlalt,9censad software andeerviccas t Rnahced Items'.hvhioh am ' eluded in the word 'Equorrem' unless separately staled). all as described
<br />on page 1 of this Agreement, ex WOW equipment m irfted as not financed w*r this Agreemen L as 11 may be supparnmled from time a time. You agree to at of the terms and mndrtions contained In this Agreementt and any supplumeaL
<br />which (with the acceptance carblicalion) is the entim agreement regarding One Equipment {'Agreement') and which supersedes any pi order or irrvdxx. You authorize us to correct OF insert hnlssli g Equipment idenuftcation information
<br />and to make oarecllon6 to your proper legal name and address. ThlsAgreement becornos valid upon execution by us. TS5Agreement is binding upon our acceptance hereof and WE begin on the data the EquiptnOrhi i5 d(Fhvered to you Or
<br />any later dale we designate. Unless athanrise stated in an addendumbrardo, Wks Agrearocrr[wd3 renew month to month unless you send us written notice at least 30 days (before the end of any term) that you want Io return the Equipment,
<br />and you timely return the Equipment (according to the cand'lOns herein)• Any severity deposit wN be commingled with our assets, will 00 earn interest, and will be returned at the and of the term, provided you are oat in de`auh. D any
<br />pro 6ion of this Agreement is declared unenforceado in any jurisdiction. the other provisions hereon shall remain in full force and elect in that jurisdiction and ad others. You shall deliver all information requested by us which we dearn
<br />reasonably necessary to determine your current finandalcondtion and faithfi.J performance of the terms hereof.
<br />2. RENT, TAXES AND FEES: You will pay the monthly Payment (as adjusted) when due, plus any applicable sales, use and properly taxes vnth respect to ibis Agreement and the Eguiparam the base Payment will be adjusted
<br />proportionately upward or downward: (1) by up to 10%to accommocloa changes in the actual Equipment cost; (2) if In- shlpW-9 surges or laxeseliffer from Ire estimate Egven to you; and t3) lo comply with tha tax tam of the state In winch
<br />the Equipment is located. Al the end of the first year of this Agreement and once each zvessive twelve-month period, the Mainknance Payment may, he increased by a maximum of 10%of [he then exiWng payment anwAl. If vie pay
<br />any taxes, insurance of other expenses that you oiva hereunder, you agree to reimburse uswhen we request aril to pay usa processing fee for each expem mor chargawe pay on your behalf. We may charge you far any Ming fees required
<br />by the Uniform Commence) Cade (UCC) or other laws, which fees vary stale-lo-slato. We owe Use Equginieil (oxduu5rg any Sollware). You agree to indemnify us for the loss of any U.S. fedeW income lax benefits msulirng from your acts
<br />oremissionsinconsislentwilh Oils Agmemed or our ownership of the Equipment. By the dale Die first Paymen[is due, you"" to pay us an origkrauoh foe, as shown on ourinvolce a addendum. to cover us for all closing costs. We will
<br />have the righi to apply all sums. received from you, to any amounts due and owed to us under the terms of Ibis Agreement. 11 for any reason your cheek is mturned for nonpayment, you will pay us a bad dhedt charge of M or, if less, the
<br />maximum charge allowed by lsr. We may make a profit on any teas, estimate i tax payments and other charges pael wider Viis Agreement You ra3rsnut pay cif this Agreement of return the Equipment prior to Ube end dale without ow
<br />consent. if we consent. we may charge you. in addition to of herauwunis aced. an early termination fee up to 10%01 the Fair Market Value of the Equipment on the dale of this Agreement.
<br />3. MAINTENANCE AND LOCATION OF EQUIPMENT; SECURITY INTEREST; SOFTWAREIDATA: At your expense, you agree to keep the Equipment (1) in good repair, condition and working order, in compliance with applicable
<br />manulaciurefs and regulalory standards; (2j hee and clear of al Lens and daims; and (3) Orly at the installation address, and you agree not to move it unless we agree in writing. As long as you have given us the written notice as requited
<br />in paragraph 1 prior to the expiration or terminatlon of this Agreements term, you will return all but runt less than all of the Equipment and all related manuals and use and maintenance records to a kPoation we specify. al your expense, in
<br />retail re-satealh a coodtion, full waking order and complete repar. If this Agreement is deemed W be a secured transaction, yougranl us a aeciuity interest in hue Equiprnenl to secure amounts you we us under any agreementwSth us,
<br />and you autiorize us 0 rile a financing slalert ant (UCG1). You will not change you; state of orgarlizallon, head"ders Orrusidence without providing prior written notice to us so Mat we may amend or file a now UMI. You will notify, us
<br />within 30 days if yw state of orgamutiort revokes or terminates your existence. Emcept as provided N this paragraph, relerrances to "Equipment" include any software referenced above or installed on the Equipment. We do not own the
<br />software and Cannot transfer any interest In 4 to you. We are not responsible for Ole software or the obfgabons of you or the licensor under any license agreement. You are solely responsible for removing any data that may reside in
<br />the Equipment you return, including but not limited to hard drives, disk drives or any other form of memory.
<br />4, POSTAGE DEVICES: Postage measurement dvices referenced herein wiudh are subject W a rental agreement between you arid an authorized manufacturer ('Postage hfanufadwer") are nil pad of the Equipment and your use and the ownership
<br />ofsuclh devfces vii7 he governed exdushrefy by your rental agraementwith the Pdelage Manutmdwer. You will reed tamberenoe your rental agneamenl with the Postage Manufacturer for the tern of, and your rights and ohiigadens under, the rental
<br />agreement For your convenienco, payments under this Agreement may andude the rental amoumis you one the Postage Manufacturer under the rental agreement.
<br />5. COLLATERAL PROTECTION; INSURANCE; INDEMNITY; LOSS OR DAMAGE: You agree to keep The Equipment fully insured against risk and loss, with us as lender's loss payee, in an amount not less than the original cost until this
<br />Agreement is terminated. You also agree to obtain a general public liability insurance policy with such coverage and from such insurance carrier as shall be satisfactory o us and to Include us as an additional insured on the policy. Your
<br />insurance ptkAQ will provide for 10 days advance written notice to us of any modification or carx:eDation. You agree to praudde us certificates or a0mr evidence of insurance acceptable to us. If you fail to comply with This requirement
<br />within 30 days OW the start of this Agreement, we may (A) secure property loss insurance on the Equipment from a carierof our choosing in such forms and amounts as we deem reasonable to protect our interests. If we place insurance
<br />on the Equipment, we will not name you as an insured and your interests may not be fully protected. If we secure insurance on the Equipment, you will pay us an amount for the premium which maybe higher than the premium that you
<br />would pay if you placed the insurance independently and an insurance fee which may result in a profit to us through an investment in reinsurance; or (B) charge you a monthly property damage surcharge of up to .0035 of the Equipment cost
<br />as a result of our credit risk and administrative and other costs, as would befurt her described On a fetter from us to you. We may make a profit on this program. NOTHING IN THIS PARAGRAPH WILL RELIEVE YOU OF RESPONSIBILITY
<br />FOR LIABILITY INSURANCE ON THE EOUIPMENT. We are not responsible for, and you agree to hold us harmless and reimborse us for and, if requested, to defend us against, any damn for any loss, expense, liability or injury caused by
<br />or Tin anyway related to delivery, hl5lalal en, possosswn.Ownership. use, comdflion, irispection, removal, rolurn or Smrage of the Equiprieml You are responsibla for the risk of loss or for any destruction all or damage to the Equipment. You
<br />agree to prompdy nobly us in writing Orr any loss or damage. lift Equipment is destroyed aril we have not Otherwise agreed in wd6ng, you will pay W us the unpaid balance dill this AgreemenL including any future rent to the end of Sit term
<br />plus the amicipated purchase price of the Equipment (both discounted at4%). Anyproweds cif Inm[ance wilLe paid to us and credited, at our option, against any lens or damage. You authorize us to sign on your behalf and appoint us as
<br />your altom"in fad to endorse Inywr name any insurance draft or checks Issued due to lossnrdamage 10 the Equipment. No loss or damage shall relieve you of your payment obligations under this Agreement. Ali indemnities will survive
<br />the expiration or termination of this Agreement.
<br />6. ASSIGNMENT: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT, without our prior written consent Without our prior written consent, you shall not reorganize or
<br />merge with any other entity or transfer all or a suhsrartt al part of your ownership interests or assets. We may sell, assign, or transfer this Agreement without notice. You agree that if we sell. assryn or transfer this Agreement, our assignee
<br />will have the same rights and benefits that we have now and will not have to perform any of our obligations. You agree that the new Lessor will not be subject to any claims, defenses, or offsets that you may have against us. You shall
<br />cooperate with us in executing any documentation reasonably required by us or our assignee to effectuate any such assignment. This Agreement shall be binding on and inure to the benefit ofthe parties hereto and their respective successors
<br />and assigns.
<br />7. DEFAULT AND REMEDIES: You will be in default 1: (a) you do not pay any Payment or other sum due to us or any other person when due or I you fail to perform in accordance with the covenants, temps and conditions of this Agreement or any
<br />otterag,,memen[ with uaoany of atafiates, IN you make or have made any false statement or m'srapresentation re us, (c)jou or any guarantor dies. dlssob esor lerminaws existence, (d) there has been a material adverse dhangeln your or any
<br />guaran ohs f niineial, business or operating condition, or (a) any gwrarilordetautts under any guaranty fin this Agreement, Varryamicunt payable to us is Act pail when due. you will pay We charge equal to: I) the greaWof ten (10) cents fox sari
<br />doliaroverdueor livenhy-six (SW.o0)do1ars; or2) the highesllawlulctherge, if less. 11you am ever in defath, of our optioo, wecan famdnate UdsAgreement aW require -Mat you pay Me unpaid balance of this Agreement Ind"rig any WAR Payments
<br />to the end of the tam plus the anticipated purchase price of the Equipment (both discounted at4%). We may recover defasdl infermonmyunpaidamountatthe rate of 12%per year. Concorrendyand Cumulatively, we mayalso use anyor al of the
<br />remediesavailado to us under ArWeis2Aand 9 of the UCC and any other law, including requiring that you: (1) return the Equiparri-Ira ID us to a location we spocily. and (2) immadiatefyslop using any Financed Items mall ibm, we will have the right,
<br />vrmvtd kly and without notice or other action, to set-off agaist any of your liabilities to us any maiwi, induuW cj depos&n acrntmtbalances, Owed by as to you, winallieror riot due. In line everd of any dkgHb or erdoroemerl of rights under this
<br />Agreement or any related agreement, you agree to pay our reasonable allomeys leas (including any incurfed before oat Mal, on appwf OF in any other proceeding), actual mud costs and any other collection costs, mdoding any collection agency
<br />fee. If we have to take possession of The Equifi menl, ywagree to pay the costs of mposse;sion, moving, storage, repair andsale. The net proceeds of the sale olany Equipment wax be aedired against what you owe us under UdsAgmemem, YOU
<br />AGREE THAT WE WILL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL. INDIRECT OR INCIDENTAL OWA13M FOR ANY DEFAULT, ACT OR OMISSION BY ANYONE. Any delay or failure loerdorce our rights under this
<br />Agreement wall not prevent us from enforcing any rights at a later time. You agree that [his Agreement is a "Finance Lease as defined by Article 2A of the UCC and your rights and remedies are governed exclusively by this Agreement You wahre
<br />all rights under sections 2ASD7 through 522 of the UCC. If interest is charged or collected in excess of the maximum lawful rate, we will not be subject to any penalties.
<br />B. TAXED OR SCANNER DOCUMENTS, MISC.: You agree Io submit the orig i,al du[y-signed docurran;s In us via avemig4t courier the same day of -be facsimJe or scanned lransmission of the documents. The parties agree that (i) Iris
<br />Agreement and any related documents hereto may be awherittaled by electronic means; fii) the '%ongiur of this Agreement shad be the- ropy IMaI bears your manual, facskrae, scanned or electronic signature and thail also bears our
<br />manualy signed s gnature; acid (d!) to the extemt this Agreement constitutes chattel paper (as defirted by the UCC). a security interest may only be created in the ariiinral. You agree not to raise as a defense to the enforcement of this
<br />Agreement or any related documnaots that you executed of authenticated such documents by electronic or 61[plal means or hatyou used farsimiie of ather electronic means to Iransmit your signature on such downeints. Notwithstanding,
<br />anything to the contrary herein, ova reserve he right to require you to sign this Agreernent or any related dowrrmnls hereto manually. By providing any leiephono number, now or in the future, for a cell phone or other nirelessdavice. yrou are
<br />expressly consenting to cecdving eommunlrahons, regardless of there purpose, at that number. including, but not limited to, prerecorded or artificial voice message calls, text messages, and calls mode by an automal♦E dui[ng system from
<br />us and our affiliates and agents. These calls and messages may incur access fees from your provider.
<br />9. WARRANTY DISCLAIMERS: YOU AGREE THAT YOU HAVE SELECTED ANYIALL THIRD PARTY SUPPLIERS AND EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND YOU DISCLAIM ANY RELIANCE UPON
<br />ANY STATEMENTS OR REPRESENTATIONS MADE BY US. YOU WILL CONTINUE TO MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY SUPPLIER, LICENSOR OR
<br />MANUFACTURER, AND ANY FAILURE OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE YOUR OBLIGATIONS TO US UNDER THIS AGREEMENT. YOU ARE NOT ENTITLED TO REDUCE OR SET-OFF AGAINST
<br />AMOUNTS DUE UNDER THIS AGR EE M ENT FOR A NY REASO N. WE MAKE NO WAR ITANTIES, EXPRESS 0 R IMPLIED. OF, AN D TAKE ABSOLUTE LY NO RESPONSIBILITY FOR, M E RCkANTAB[LITY, FITNESS FOR ANY PARTICULAR
<br />PURPOSE, CONDITION, QUALITY, ADEQUACY, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, FUNCTION, DEFECTS, OR ANY OTHER ISSUE IN REGARD TO THE EQUIPMENT. ANY ASSOCIATED SOFTWARE AND ANY
<br />FINANCED ITEMS. WE ASSIGN TO YOU ANY WARRANTIES GIVEN TO US.
<br />10. LAW, JURY WAIVER: AA roarments. erfamigesandcdmmi made by Lessor, concerning toarisand Other cmit![exterisiansmust Ninwiling, o rasseorrO*mtionandbe i Fit db LrssortobecAn— phte.This Agreement
<br />maybe modified only by wrieen agreement and not by course of pedomeanca. YOU AGREE THAT THIS AGREEMENT AND ANY CLAIM RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE
<br />IN WHICH OUR (OR, IF WE ASSIGN THIS AGREEMENT, OUR ASSiGNEESI PRINCIPAL PLACE OF BUSINESS IS LOCATED AND ANY DISPUTE CONCERNING THIS AGREEMENT WILL BE ADJUDICATED IN A FEDERAL OR STATE
<br />COURT IN SUCH STATE. YOU HEREBY CONSENT TO PERSONAL JURISDICTION AND VENUE IN SUCH COURTS AND WAIVE TRANSFER OF VENUE For any action arising out of or relating to this Agreemmnt or the Equipment, YOU
<br />AND WE WANE ALL RIGHTS TO A TRIAL BY JURY.
<br />11. TRANSITION BILLING: In order to facilitate an orderly transition, including Installation and training, and to provide a uniform billing cycle, the start dale of this Agreement (the "Effective Dale") will be a dale after the certification of
<br />acceptance of the Equipment, as shown an the first invoice. You agree to pay us an additional amount equal to V30^ of the Monthly Payment for each day between the dale the Equipment is delivered and the Effeclve Date, which will be
<br />added to your first invoice.
<br />12. MISCELLANEOUS: You authorize us, our agent or cur assignee lo furnish your inlormatian, kiduding *mcit apocatian, payment his" and aocauni infarmation, to credit reporting agencies and our assignees, potential purchasers
<br />or investors and parties having an ecoc icinleresi in this Agreement or [he £qu proem, including. without 6miaT cn, We seter, supplier Or any manufacturer of One Equipment For security purposesand to help the government tight terrorism
<br />and mmiey laundering aclivities, Federal aw Faquires all financial Insbuitons to obtain, verify, and record klf irmatAn Thal identitas Each iadividuat orcommerial entity that enters into a customer ralatlonsfdp with the Onandal Institution, For
<br />this reason, we may request the following identifying information: name, address, date of birth. We may also ask other questions or request other documents meant to verify your individual or commercial identity.
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