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ADDITIONAL TERMS AND CONDITIONS
<br />These are the additional terms and conditions referred to on page I to which they are attached (such
<br />page 1, and any addendum(s) hereto, collectively with these terms and conditions, the Agreemerb),
<br />6. CSA RESPONSIBILITIES
<br />(a) CSA will lag each Printer initially listed on Schedule A, Schedule A -MICR or Schedule B with a
<br />CSA Service lag indicating send # and CSA contact information. (b)lf you have selected Consurnables
<br />Inclusive, Printers listed on Schedule A, A -MICR and 8 are provided replenishment of Original
<br />Equipment Manufacturer (OEMj) or 3rd Party manufactured toner cartridges, as indicated on Page 1,
<br />for exclusive use with the Printers specified on Schedule A, A -MICR and B. The pricing in this
<br />agreement is based upon 51% toner coverage for black & white and 20% for color letter size pages. You
<br />agree [fiat CSA may invoice you fur excess usage in the event your actual toner usage, exceeds these
<br />assumptions by more than 10%. Excess toner charges shall be computed using the expected pint
<br />volume (LFPVt) minus the actual print volume reported. The EPV = actual number of cartridges shipped
<br />x the toner yield per cartridge x 90%, You shall bear all risk of loss, theft or damage to unused toner
<br />cartridges provided to, you under this Agreement, which shall remain CSAs property and shall be
<br />returned promptly upon termination of this Agreement. (c) CSA Mill perform an initial walldhrough of
<br />Customer locations covered under this Agreement, Customer shall Identify each networked and non -
<br />networked device to be covered under this agreement, CSA will deliver, install, configure and test its
<br />network Data Collection Agent (..DCA,) with your IT staff assistance, CSA will perform a one-time
<br />installation of its local DCA to non -networked devices with the assistance of your IT staff however it will
<br />be your responsibility to re -install any local DCA if necessary. CSA will provide At technical support,
<br />updates and maintenance for the DCA, (d) You acknowledge that CSAs ability to deliver the services is
<br />dependent upon your full and timely cooperation with CSA, as well as the accuracy and completeness
<br />of the information provided by you to CSA. If, during the initial three (3) months of the Term, the
<br />assumptions used to develop the pricing and any related Statement of Work is found to be incorrect or
<br />misstated, the parties agree to meet and in good faith negotiate equitable changes in the scope of work
<br />and associated charges, You agree to follow the detailed operational procedures which are explained
<br />in the MDS Customer Expectation Document which you hereby acknowledge receipt of at the time of
<br />executing this agreement,
<br />7. SERVICES, YOU SHALL RECEIVE THE SERVICES DESCRIBED IN THIS PARAGRAPH 7 ONLY
<br />FOR THE EQUIPMENT LISTED ON A SCHEDULE A, SCHEDULE A -MICR, CHANCE ORDER
<br />FORM A, OR CHANGE ORDER FORM A -MICR. Such services are subject to the exclusions
<br />hereinafter described.
<br />7.1 COVERED SERVICES.
<br />(a) CSA shall provide all routine preventive maintenance, maintenance kits and emergency service
<br />necessary to keep the Printers In good working order In accordance with this Agreement and CSAsr
<br />normal practice. Such service shall be performed during CSft local regular business hours (8:30 A.M.
<br />to 6:00 RM. Monday through Friday, except holidays).
<br />(b) You shall afford CSA full, free and safe access to the Primers to perform on -site service. CSA may
<br />terminate its maintenance obligations as to any Printers if you relocate it to a site outside CSAS
<br />authorized service territory, If, in CSAs opinion, any Printers cannot be maintained in good working
<br />order through CSAs routine maintenance services, CSA shall, at its option, either (I) subsRule
<br />comparable PrInters at your expense or III) cancel the balance of any remaining term of this Agreement
<br />as to such Pdriters and refund the unearned portion of any prepaid charges hereunder, Pans replaced
<br />or removed by CSA in connection with maintenance services hereunder shall become the property of
<br />CSA and you disclaim any interest therein.
<br />7.2 NON -COVERED SERVICE. You acknowledge that CSA shall not have obligations related to I)
<br />overhauls and/or reconditioning of printers; it) printer user errors; (III) the alteration, modification or
<br />customization of any software controlling, used by, Installed on or embedded in the Printers; (iv) [he
<br />service or repair of devices, accessories, power, data or communication lines or other instruments
<br />which are external to or otherwise not a component pan of the Printer% (v) data erasure or hard drive
<br />removal or (vi) supplying external communications or data transfer lines, paper or other throughput,
<br />staples, cassettes, exit trays of other like Items or supplies (other than lonercartridges as defined in
<br />section 3 ) used orconsurned in the normal operations of the Printers (:Excluded Iternsi). The following
<br />services, and any other work beyond the scope of this Agreement, shall be invoiced in accordance with
<br />CSAs then current labor, parts and supply charges: (,a) replacement of any consumable supply item
<br />other than toner, (b) repairs necessitated by factors other than normal use including, without limitation,
<br />any willful act, negligence, abuse or misuse of the Printers; the use of parts, supplies or software which
<br />are not supplied by CSA and which cause abnormally frequent service calls or service problems;
<br />service performed by personnel other than CSA personnel; transportation of the Printers; accident; use
<br />of the Printers with non-compalible hardware orsollware componenli electrical power malfunction or
<br />heaffing, coding or humidity ambient conditions; (c) remstallation or relocation of Printers; (d) repairs to
<br />or realignment of Printers, and related training, necessitated by changes you made to your system
<br />configuration or network environment; (e) repairs or service required as a result of inadequate operation
<br />of the Printers (e.g., GSA technician is dispatched to rectify a problem described in the operator
<br />manual): (0 work which you request to be performed outside of CSAJs regular business hours.
<br />8, LIMITED WARRANTY. CSA,s services shall be performed in a good and workmanlike manner
<br />consistent with generally prevailing industry practces, and all parts and materials provided by GSA shall
<br />be free from defects in materials or workmanship, for a period of thirty days after the date of installation.
<br />This limited warranty excludes normal wear and tear on parts or components thereof and Printer
<br />problems arising from or related to Excluded Items, misuse, abuse, neglect, aodderd or improper
<br />maintenance (other [ban services performed by CSA) and shall be null and void if you or any third party
<br />alters or modifies the Printers in any manner after CSA repairs or services the Printers.
<br />9. DATA. You acknowledge that the hard drive(s) on the Equipment, including attached devices, may
<br />retain images, content or o(hardsta that you may store for purposes of normal operation of the
<br />Equipment (0atai). You acknowledge that CSA is not storing Data on behalf of you and that exposure
<br />or access to the Data by GSA, it any, is purely Incidental to the services performed by CSA. Neither
<br />CSA nor any of their affiliates has an obligation to erase or overwrite Data upon your return of the
<br />Equipment to CSA or any leasing company. You are solely responsible for: (i) your compliance with
<br />applicable law and legal requirements pertaining to data privacy, storage, security, retention and
<br />protection; and (ll) all decisions related to erasing or overwriting Data. Without limiting the foregoing, you
<br />should, (a) enable the Hard Disk Drive (HDO) data erase functionality that is a standard feature on
<br />certain Equipment and/or (b) prior to return or other disposition of the Equipment, utilize the HOD (or
<br />comparable) formatting function (which may be referred to as Jnllialized All DatalSellings] function) if
<br />found on the Equipment to perform acne pass overwrite of Data or, if you have highLr security
<br />requirements, you may purchase from CSA at current rates an available option for the Equipment,
<br />which may include (x) an HOD Data Encryption Kit option which disguises Information before it is written
<br />to the hard drive using encryption algorithm, (y) a HOD Data Erase Kit that can perform up to a 3-pass
<br />overwrite of Data (for Equipment not containing data erase functionality as a standard feature), or' (z)a
<br />replacement hard drive (in which case you should property destroy the replaced hard drive). The terms
<br />of this Section 9 shall solely govern as to Data, notwithstanding that any provisions of this Agreement or
<br />any separate confideriflailly or data security or other agreement now or hereafter entered into between
<br />you and CSA could be construed to apply to Data,
<br />10. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY, CSA EXPRESSLY
<br />DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF
<br />MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE USE OR
<br />PERFORMANCE OF THE PRINTERS AND SOFTWARE (OR ANY METER READ COLLECTION
<br />METHOD PROVIDED BY CSA). YOU EXPRESSLY ACKNOWLEDGE THAT THE FURNISHING OF
<br />MAINTENANCE SERVICE UNDER THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED
<br />OPERATION AND USE OF THE PRINTERS, SOFTWARE (OR METER COLLECTION METHODS).
<br />CSA SHALL NOT BE LIABLE FOR INJURY OR DAMAGE EXCEPT TO THE EXTENT CAUSED BY
<br />CSA-8 NEGLIGENCE OR WILLFUL MISCONDUCT. GSA SHALL NOT BE LIABLE FOR
<br />EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF REVENUE OR
<br />PROFIT, LOSS, CORRUPTION OR RELEASE OF DATA, FAILURE TO REALIZE SAVINGS OR
<br />OTHER BENEFITS, STORAGE CHARGES OR INCIDENTAL, SPECIAL, PUNITIVE OR
<br />CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
<br />REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS, BASED AND EVEN IF CSA
<br />HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
<br />11. DEFAULT. You shall be in default of this Agreement If you fail to perform any of your obligations
<br />under this Agreement including making prompt undisputed payments, when due. CSA may terminate
<br />this Agreement upon your default with thirty (30) days notice to you. If an overdue payment is disputed
<br />in good faith within thirty (30) days after the due date thereof, you shall pay all undisputed amounts and
<br />promptly make a good faith effort to resolve such dispute with CSA. In the event of your default, CSA
<br />may, without limiting its other rights and remedies available under applicable law and this Agreement,
<br />require you to pay ail charges then due but unpaid, inducting any applicable late charges, plus the
<br />remaining base charges for the balance of the term (not to exceed a period of 6 months). You agree
<br />[hat such charges are reasonable liquidated damages for loss of bargain and not a penalty.
<br />12. TERMINATION. Either party may terminate this Agreement with or without cause, by providing
<br />thirty (30) days written notice to the other party. CSA may also terminate this Agreement upon five (5)
<br />days whiten notice in the event of your failure to pay compensation due hereunder. Should you
<br />terminate this Agreement pdor to the expiration of the Term other than for a material, uncured breach by
<br />GSA, you shall immediately pay to CSA an early termination fee equal to the average monthly billing to
<br />date and any excess toner charges per Section 8(:i). Early termination charges are due in full
<br />immediately with the whiten termination notice, and are intended as a reasonable estimate of the
<br />anticipated damages to CSA arising from set-up, personnel training and similar costs. Your termination
<br />will not be effective until the early termination fee and any excess toner charges are paid in full. Any
<br />rights or remedies of either party existing prior to or as of the date of termination, such as for
<br />compensation, shall survive any termination or expiration of this Agreement. You shall promptly return,
<br />or permit CSA to remove, any Printers, parts, software or supplies owned, controlled or licensed by
<br />CSA,
<br />13, CHOICE OF LAW AND FORUM. THIS AGREEMENT SHALL BE GOVERNED BY AND
<br />CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE
<br />PARTIES CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR
<br />FEDERAL COURT LOCATED WITHIN, THE CITY OF NEW YORK UPON SERVICE OF PROCESS
<br />MADE IN ACCORDANCE WITH THE APPLICABLE STATUTES AND RULES OF THE STATE OF
<br />NEW YORK OR THE UNITED STATES, ANY AND ALL SUITS COMMENCED BY CLIENT
<br />AGAINST CSA, WHETHER OR NOT ARISING UNDER THIS AGREEMENT AND REGARDLESS
<br />OF THE LEGAL THEORY UPON WHICH SUCH SUITS ARE BASED, SHALL BE BROUGHT
<br />ONLY IN THE STATE OR FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW YORK.
<br />ANY SUIT BETWEEN THE PARTIES HERETO, OTHER THAN ONE SEEKING PAYMENT OF
<br />AMOUNTS DUE HEREUNDER, SHALL BE COMMENCED, IF AT ALL, WITHIN ONE (1) YEAR OF
<br />THE DATE THAT THE CLAIM ACCRUES. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO
<br />A JURY TRIAL IN ANY SUIT BETWEEN THEM,
<br />14. MISCELLANEOUS. This Agreement shall be binding upon you when you sign this Agreement,
<br />and shall be binding upon CSA upon commencement of the covered services. CSA is and shall at all
<br />times be an independent contractor and shall not be deemed an employee or agent of you. Nothing in
<br />this Agreement shall be deemed to create a partnership or joint venture between the parties. This
<br />Agreement and the attached exhibits contain the complete agreement between the parties and shall, as
<br />of the Effective Date hereof, supersede all other agreements, if any, between the parties relating to the
<br />seances provided hereunder. The parties stipulate that neither of them has made any representation
<br />with respect to the subject malterof this Agreement or the execution and delivery hereof except such
<br />representation as are spedlically set forth herein. No modification, amendment, supplement to or waiver
<br />of this Agreement shall be boiling upon the parties hereto unless made in wrifing and duty signed by
<br />both parties. All provisions of this Agreement including Section 9, which by their nature can be
<br />construed to survive the expiration or termination of [he Agreement shall so survive, Any purchase order
<br />utilized by you shall be for your administrative convenience only, and any terms therein which conflict
<br />with, vary from or supplement the provisions of this Agreement shall be deemed null and void. A failure
<br />of either party to exercise any right provided for herein shall not be deemed a waiver of any right under
<br />this Agreement, This Agreement shall inure to the benefit of and be binding upon the successors and
<br />permitted assigns, of the respective parties. This Agreement shall not be assignable by you without
<br />CSA's prior written consent, and any attempted! assignment without such consent shall be void If a court
<br />finds any provision of this Agreement (or part thereof) to be unenforceable, the remaining provisions of
<br />this Agreement shall remain in full force and effect, Headings are for convenience only and shall not be
<br />considered in the Interpretation of this Agreement. You agree that CSA may accept an electronic
<br />image of this Agreement as an original, and that electronic copies of your signature will be treated
<br />as an original for all purposes.
<br />SEER-024 January 2016 CSA Page 2
<br />1) Customer Initials Date
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