Unified Lease Agreement - Canon Solutions America Inc - Part 1

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GENERAL TERMS AND CONDITIONS 1. LEASE OF EQUIPMENT AND SOFTWARE CSA in connection with Maintenance shale become the property of Lessor and you disclaim any 1.1 Listed Items ` Commencement of Lease; Lessor. CSA shelf supply, for Cease by you interest in them. (c) Installationllmplementation of Listed Software may be at an additional charge as provided below, and you shall lease the units of equipment ("Equipment") and licenses of except to the extent included as a Listed Item and may be conditionedon your agreement to a software with separate support contracts, if applicable ("Listed Software": and together with the separate statement of work or other document covering the scope and schedule of Equipment and all replacements and additions thereto, "'Listed Items") indicated on Schedule unstallalionflmplemenlalion, configuration options, responsibilities of each party„ and other matters, A. The initial lessor is Canon Financial Services, Inc. (together with any future assignees of which shall solely govern as to the matters covered [herein. Additional charges may apply for its rights as lessor, "Lessor"), You shall keep the Listed Items at the "Ship To" location, not work beyond the Initial scope described in such separate document. (it) Support for Listed move them to another location without the prior written consent of lessor (defined below), and Software is provided d'Irectly by the respective developers thereof and as set forth in each keep them free and' clear of all liens and encumbrances. This Agreement shall be effective on developers applicable separate support contract„ and is not provided by CSA, under this the date the Listed Items are delivered to you ("Lease Commencement Dale'). The term of this Agreement except as expressly provided herein. Support for Listed Software may require Agreement begins on the date accepted by GSA or any later dale that GSA designates separate purchase by you of a support contract, unless included under this Agreement as a Listed ('Agreement Date"), and shall continue for an i'nliml term of the number of months specified on Item. The terns of support contracts for Listed Software are available from the developers, or wilt page 1(together with any renewal periods, "Lease Term'). Your execution of an acceptance be provided to you by CSA upon request. Notwithstanding any provision in the support contract to certificate provided by CSA shall conclusively establish that the Listed Stems have been the contrary, it shall automatically renew on an annual basis, subject to a price increase after the delivered to and irrevocably accepted by you, ff you have not, within 10 days after delivery of initial term. (e) CSA, shall make available to you from time to time upgrades and bug fixes for the Equipment, delivered to Lessor written notice of non -acceptance of any Equipment, specifying software licensed as part of the Equipment and for Listed Software, but: (i) only if such upgrades the reasons and referencing this Agreement, you shall be deemed to have irrevocably and bug fixes are provided to CSA by the developers of such Listed Software, (ii) availability of accepted the Equipment. After acceptance, you shall have no right to cancel this Agreement or upgrades and bug fixes may be at additional charge„ and (i i) instalPation of such upgrades and return the Listed Items prior to the end of the Lease Term for any reason whatsoever, bug fixes by CSA if requested by you shall be at additional charge. You are not required to use including termination of any maintenance services that may be provided' by GSA under this or CSA for installation of either Listed Software or for any upgrades and bug fixes but if installation is any separate agreement. Title to all Listed Items shall' be transferred by GSA to Lessor. CSA done by anyone other than CSA, CSA shall have no responsibility for any performance or other shall assign to Lessor all of its rights (but none of its obligations) with respect to the Listed issues that may result frorrm such installation. (i) CSA shall also use reasonable efforts to provide Items, including the right to receive all Payments. Lessor does not and shall not assume any Level 1 support for the Listed Software (except that for certain Listed Software, Level 1 support obligations under this Agreement. CSA shall remain solely fiable for the performance of all shall be provided only if and so long as a separate software support contract for such Listed maintenance, service, and warranty obligations described in this Agreement. Software from the developer thereof is In effect). Level 1 support consists of (I) providing help -line 1.2 Payments and Costs. You shall pay to Lessor each billing period the fixed base and, If telephone assistance in operating the Listed Software and identifying service problems in the applicable, the fixed maintenance amounts and per image charges and all other amounts,, as Listed Software, and attempting to troubleshoot any such problems; (it) escalating operating listed and specified on page 1 and Schedule A and such other amounts permitted in this problems to the applicable developer of the Listed Software as needed to rectify such problems, Agreement as invoiced by Lessor (collectively, "Paymenls'; the fixed maintenance amounts including facilitating contact between you and the developer of the Listed Software as necessary„ and the per image charges are the "CSA Payments", and all other Payments are the "Lessor and (III) maintaining a I'og of such problems 10 assist fn tracking the same., Payments"), For Equipment designated as Corporate Advantage, the meter shall record a 2.2 Maintenance Term and Charcres. (a) Maintenance shall start on the Lease quantity of 2 images for any image produced on media wider than 8%". The Payments shall Commencement Dale and shall continue for the Lease Term. (b) consumables Inclusive not increase during the initial term. Prepaid' charges shall not be refundable except as Maintenance includes replenishment of toner only (and other consumables, but only If provided In! Paragraph 2.1(b). Invoices shall be due and payable upon receipt. All Payments specified on page 1). Toner is supplied for exclusive use with the Equipment. CSA may will be applied in such order as Lessor,. In its discretion, may determine. This lease is a net terminate the Maintenance if you use consumables in a different manner. If your toner usage lease, Lessor Payments shall be made without set-off or deduction, even if the Listed Items exceeds by more than 10 % the published manufacturer specifications for conventional office malfunction and irrespective of any non-performance by CSA of its maintenance obligations. Image coverage, GSA may Invoice you for such excess usage. You may purchase additionat You authorize lessor to adjust the Payments and the End of Tenn Purchase Option amount (if toner from CSA if required. You shall bear all risk of loss, theft or damage to unused specified on page 1) ("Purchase Option") by up to 15% if the actual cost of the Listed hems consumables, which shall remain CSA's property and shall be returned promptly upon and any related services and supplies, including any sales and use tax,. exceed CSA's termination of this Agreement or Maintenance. (c) If you selected the Fleet or Aggregate estimates on which such amounts were based. You shall pay a $85 documentation fee and Coverage Plan on page 1, the Base Charge and the Covered Images Included shall apply to any applicable taxes (including personal property tax), expenses, charges and fees imposed all of the Equipment on Schedule A unless otherwise indicated. If specified on page 1 that the with respect to the Listed Items, the Payments or your performance or non-performance under Listed Items are being added to an existing fleet under a previous agreement between you this Agreement, and you shall reimburse Lessor for the same plus processing fees and CSA, (I) the fleet shall include the listed items under the previous agreement, and all other (collectively, "Costs"), You agree that Lessor may in its sale discretion apply, but shall not be agreements for which the add to existing fleet option, was selected, and (II) the maintenance obligated to apply, any amounts paid in advance to any amount due or to become due term for all Lusted Items under this Agreement shall be the same as the maintenance term for hereunder, and in no event shall any amount paid In advance earn Interest unless required by all listed items under all such previous agreements. (d) If specified on the face page that the applicable law. If any Payments are ['.ate, you shall pay (a) the actual and reasonable costs and Listed Items are being added to an existing Aggregate Coverage Plan under a previous expenses of collection, including attorneys" fees, whether or not suit Is brought, (b) a late agreement between you and CSA, the Covered Images shall apply to all of the Equipment on charge equal to the higher of 10% of the amount due or $25, as reasonable liquidated the schedule, unless otherwise Indicated, plus the listed items under the previous damages, and (c) If Lessor should bring court action, you agree that attorney fees equal to agreement(s), and all other agreements for which the add to existing Aggregate Coverage 25 % of the amount sought shall be deemed reasonable, in each case not to exceed the Plan was selected, on an aggregated basis, for so long as the maintenance term for all such maximum amount pennifled by law. listed items continues. (e) Unless otherwise indicated on Schedule A., you authorize CSA to use 1.3 Purchase O tionsv Return. (a) END OF TERM PURCHASE OPTION. To elect this networked features of the Equipment Including Cmage4WARE to receive software updates, activate option, you shall give Lessor 60 days' prior irrevocable written notice (unless the Purchase features/new, licenses and transmit ruse and service data accumulated by fire Equipment over Option price is $1.00) that you will purchase, upon the expiration of the Lease Term, all the your network by means of an HTfPS protocol and to store, analyze and use such data for Listed Items at the Purchase Option price plus any Costs. (b) PRIOR TO MATURITY purposes related to servicing the Equipment, providing reports and product improvement. This PURCHASE. You may upon not less than 60 days' prior irrevocable written notice, purchase feature is not capable of sending or receiving image data. (0 You shah provide meter readings to ail the Listed Items at a price equal to the sum of all remaining Payments, plus the Fair Market CSA in accordance with the Meter Read Method selected. If you selected the myCSA website, Value, plus Costs. For purposes of this Agreement, "Fair Markel Value" shall be Lessors retail you, your employees or agents shall complete CSRs registration process governing access to price at the time you notify Lessor of your intent to purchase the Equipment. (c) Listed Item and use of such webslte, and you agree to be bound by, and comply with its Temps of Use. purchases shall be "AS -IS WHERE-fS" without warranty, except for title; purchases of licenses CSA may change your meter read options from time to time upon 60 days' notice. If CSA does of Listed Software are subject to the terms thereof. (d) Unless this Agreement contains a $ i.00 not receive timely meter readings from you, you shall pay invoices that reflect CSA's estimates Purchase Option,. this Agreement shall automatically renew on a month to month basis at the of meter readings. GSA may verify the accuracy of any meter readings from time to time and same Payment amount (subject to increase of CSA Payments) and frequency unless you, at invoice you for any shortfall In the next invoice. (g) You agree that CSA may suspend least 60 days before the end of the Lease Tenn, send to Lessor written notice (the "End of performance of Maintenance if and so long as any Payments are overdue, and that any such Term Notice") that you either (i) are purchasing all (but not less than all) of the Equipment in suspension shall not in and of Itself be deemed a termination of this Agreement. accordance with the terms hereof, or (it) do not want to renew this Agreement, and a1 the end 2.3 Non -Covered Service, The following services are not included within Maintenance and of the Lease Term shall return the (Equipment as provided below. Unless this Agreement shall be invoiced in accordance with CSR's then current labor, parts and supply charges: (a) automatically renews or you purchase the Equipment as provided in this Agreement, you shall, replacement of any consumables not provided as part of Consumable inclusive Maintenance at the termination of the Lease Term, return the Equipment at your sole cost and expense in identified on page 1, including, without limitation, paper, toner, ink, waste containers, fuser oil, good operating condition, ordinary wear and fear resulting from proper use excepted, to a staples (, other media, print heads and puncher dies; (b) repairs necessitated by factors other location specified by Lessor. Lessor may charge you a return fee equal to the greater of one than normal use including„ without limitation, any wilful act, negligence, abuse or misuse of the Lessor Payment or $250 for the processing of returned Equipment. If for any reason you fail to Equipment; the use of parts, supplies or software not supplied by CSA; service performed by return any Equipment to Lessor as provided in this Agreement by the last day of such Lease anyone other than CSA, accident; use of Equipment with non -compatible hardware or software Term, you shall pay to Lessor upon demand one billing period's. Lessor Payment for each components; electrical power malfunction or heating, cooling or humidity ambient conditions;, (c) billing period or portion thereof that such return is delayed. If you fail to provide the required de -installation, re -Installation, or relocation of Equipment; (d) repairs to or realignment of End of Term Notice and return the Equipment at the end of the Lease Term, you shall pay to Equipment and related training necessitated by changes made to your system configuration or Lessor upon demand the 60-day equivalent of Lessor Payments to satisfy the End of Term network environment„ (a) worts requested to be performed outside of CSA's regular business Notice peiod' referenced above. You shelf reimburse Lessor for any costs incurred by Lessor hours; and (f) repair of any network/system connection devices, except when lusted on page 1. If to place the Listed Items in good operating condition, you have NOT selected Maintenance on page 1, any of the maintenance services described in 2. MAINTENANCE. YOU SHALL RECEIVE THE MAINTENANCE DESCRIBED IN THIS Paragraph 2.1 above shall be available only upon your request, either under separate agreement PARAGRAPH 2 ("Maintenance"') ONLY IF YOU HAVE ACCEPTED MAINTENANCE ON with CSA or invoiced in accordance with CSR's then current labor, parts and supply charges. PAGE 1. Such services are subject to the exclusions hereinafter described. Maintenance Installation of certain Listed Software may also require a separate agreement between you and provided to you under separate agreement between CSA and you shelf be governed solely CSA setting forth the scope of wark, your responsibilities in connection with such installation, and by the provisions thereof. other terms and conditions as required by CSA. Such separate agreement(s) shall solely govern, 2.1 Covered Service. (a) CSA shall provide all routine preventive maintenance and emergency and this Agreement shall not apply to, the services described therein. service necessary to 'keep the Equipment in good working order in accordance with this 3. CSA CUSTOMER SATISFACTION POLICY., If you are not satisfied with the performance Agreement and CSR's normal practice. Such service shall be performed between 8:30 A.M. and of your Canon or Oce brand product, upon your written request, CSA in its sole discretion will 5:00 P.M. Monday through Friday, except holidays. (b) You shall afford GSA reasonable and safe repair or replace the product with a like unit with equivalent capabilities. Prior to replacement, access to the Equipment to perform on -site service, GSA may ferminate, its maintenance CSA shalt have had the opportunity to return the product to good working order in accordance obligations as to any Equipment if you relocate it to a site outside CSR's service coverage area. If, with the terms of this agreement. If a replacement unit is provided, the lease hereunder of the in CSR's opinion, any Equipment cannot be maintained in good working order through CSR's replaced unit shall be deemed terminated and the replacement unit shall be deemed a"Listed routine maintenance services, CSA may, at its option, (I) substitute comparable Equipment or (it) Item' for the lease and all other purposes of this Agreement. This poifoy shall apply only if you cancel any balance of [he term of its maintenance obligations as to such Equipment and refund are not In default of this Agreement and Maintenance under this Agreement has not been the unearned portion of any prepaid GSA Payments, Pads or Equipment replaced or removed by canceled or terminated. SLS-107F CFS-1200 March 2018 Page 2