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PRODUCT LEASE AGREEMENT
<br />In this Product Lease Agreement (the "Lease"), the words
<br />"You" and "Your" mean the lessee, which Is the entity that Is
<br />identified as the Customer on the Product Lease Agreement
<br />order form ("Order Form"). "We," "Us" and "Our" mean the
<br />lessor, MailFinance Inc. "Supplier" refers to either Neopost
<br />USA Inc., or any other third party that has manufactured, or
<br />is providing services related to, the Products.
<br />1. Lease of Products. THIS LEASE IS UNCONDTTIONAL
<br />AND NON -CANCELABLE during the Initial Term (as defined
<br />below). You agree to lease from Us the equipment,
<br />embedded software, Software, services and other products
<br />listed on the Order Form, together with all existing
<br />accessories, embedded software programs, attachments,
<br />replacements, updates, additions and repairs, (collectively the
<br />"Products") upon the terms stated herein. For the avoidance
<br />of doubt, postage meters for use In mailing machines are
<br />excluded from the definition of Products. The term
<br />"Software" means any software that is subject to this Lease,
<br />other than software programs that are embedded in the
<br />hardware. Software is subject to the additional terms
<br />contained In the Online Services and Software Agreement
<br />with the Supplier.
<br />2. Promise to Pay. You promise to pay to Us the lease
<br />payment shown on the Order Form ("Lease Payment") in
<br />accordance with the payment schedule set forth on that page,
<br />plus all other amounts stated herein. This Lease Is binding on
<br />You as of the date You sign it. This Lease Is not binding on
<br />Us until We sign it or until the Products are shipped,
<br />whichever happens first.
<br />3. Initial Term; Renewal. The Initial Term of this Lease
<br />will begin on the earlier of either the date the Products are
<br />installed or five (5) days after the Products are shipped by the
<br />Supplier and will continue for the number of months shown on
<br />the Order Form ("Initial Term"). Unless, at least ninety (90)
<br />days before the end of the Initial Term, You: (i) notify Us that
<br />You intend to return the Products at the end of the Initial
<br />Term by calling 1-800-NEOPOST (636-7678); and (it) send
<br />written notice to Us in the manner We instruct You when You
<br />call, this Lease will automatically renew on a quarter -to -
<br />quarter basis, except as prohibited by law (each a "Renewal
<br />Period"). The amount You pay for the Products will remain
<br />unchanged during each Renewal Period. We will not notify
<br />You that the Initial Term or any Renewal Period is ending.
<br />You may terminate this Lease at the conclusion of any
<br />Renewal Period by giving Us thirty (30) daysprior written
<br />notice of Your intent to do so. If You notify Us in writing that
<br />You Intend to terminate the Lease, as set forth above, You
<br />shall return the Products pursuant to Section 14 of this Lease.
<br />4. Payments. PAYMENTS UNDER THIS LEASE ARE
<br />UNCONDITIONAL AND WILL CONTINUE FOR THE ENTIRE
<br />TERM OF THIS LEASE, WITHOUT ANY RIGHT TO REDUCTION
<br />OR SET-OFF. Lease Payments, plus applicable taxes and
<br />other charges provided for herein, are payable in advance
<br />periodically as stated on the Order Form. You agree to make
<br />Lease Payments to Us at the address specified on Our
<br />Invoices, or at any other place designated by Us within thirty
<br />(30) days of the date of Our invoice. If We do not receive a
<br />payment in full on or before its due date, You shall pay a fee
<br />equal to the greater of 5% of the amount that is late, or
<br />twenty dollars ($20), but in no event shall You pay more than
<br />the maximum amount allowed by law. In addition, You agree
<br />to pay Us Our then -current fee for checks returned unpaid
<br />and for ACH direct debit transactions which are rejected. In
<br />addition to the Lease Payment, You agree to pay Us a one-
<br />time fee (not to exceed $150.00) to cover the origination,
<br />documentation, processing and certain other costs associated
<br />with this Lease.
<br />5. Buy -Out of Another Obligation. In the event that We
<br />have provided You with money to complete the remaining
<br />stream of payments on a lease that You may have with a
<br />third party, Your repayment of that amount shall be Included
<br />as part of Your Lease Payment. You remain solely responsible
<br />for the full performance of any commitments that You have
<br />made with such third party. You agree that We are not
<br />responsible for any difference between the amount that We
<br />have provided and any amounts actually due, or claimed to
<br />be due, to the third party. In the event that You fail to make
<br />all of the Lease Payments set forth on the Order Form, in
<br />addition to any other remedies We may have, You agree to
<br />immediately pay Us the unamortized remaining balance of the
<br />money given to You to complete the remaining stream of
<br />payments on the third party lease.
<br />6. Delivery and Location of Products. The Products will
<br />be delivered to You at the installation address specified on the
<br />Order Form ("Installation Address") or, if no such location is
<br />specified, to Your billing address. Your acceptance of the
<br />Products occurs upon delivery of the Installation Address
<br />unless You first get Our written permission to do so.
<br />7. Ownership, Use, and Maintenance of Products. We
<br />will own and have title to the Products during the Lease. You
<br />agree that the Products are and shall remain Our personal.
<br />property. You authorize Us to record (and amend, if
<br />appropriate) a UCC financing statement to protect Our
<br />Interests. You represent that the Products will be used solely
<br />for commercial purposes and not for personal, family or
<br />household purposes. At Your own cast, You agree to maintain
<br />the Products in accordance with the applicable operation
<br />manuals and to keep the Products in good working order,
<br />ordinary wear and tear excepted.
<br />S. Assignment of Supplier's Warranties. We hereby
<br />assign to You any warranties relating to the Products that We
<br />may have received from the Supplier.
<br />9. Relationship of the Parties. You agree that You, not
<br />We, selected the Products and the Supplier, and that We are
<br />a separate company from the Supplier and that the Supplier
<br />is not Our agent. IF YOU ARE A PARTY TO ANY POSTAGE
<br />METER RENTAL, MAINTENANCE, SERVICE, SUPPLIES OR
<br />OTHER CONTRACT WITH ANY SUPPLIER, WE ARE NOT A
<br />PARTY THERETO, AND SUCH CONTRACT IS NOT PART OF
<br />THIS LEASE (EVEN THOUGH WE MAY, AS A CONVENIENCE TO
<br />YOU AND THE SUPPLIER, BILL AND COLLECT MONIES OWED
<br />BY YOU TO THEM).
<br />10. Default. You will be in default under this Lease if You
<br />fall to pay any amount within ten (10) days of the due date or
<br />fail to perform or observe any other obligation in this Lease.
<br />If You default, We may, without notice to You, do any one or
<br />more of the following, at Our option, concurrently or
<br />separately: (A) cancel this Lease; (B) require You to return
<br />the Products pursuant to Section 14 below; (C) take
<br />possession of and/or render the Products unusable, and for
<br />such purposes You hereby authorize Us and Our designees to
<br />enter Your premises, with prior reasonable notice or other
<br />process of law; and (D) require You to pay to Us, on demand
<br />as liquidated damages and not as a penalty, an amount equal
<br />to the sum of: (i) all Lease Payments and other amounts then
<br />due and past due; (ii) all remaining Lease Payments for the
<br />then -current term, together with any'taxes due or to become
<br />due during such.. term (which You .agree .is a reasonable
<br />estimate of Our damages); and (III) in the event that You
<br />failed to promptly return the Products to Us, an amount equal
<br />Page 1 of 6 Dealer Product Lease Version: Dealerlease-VO4-16
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