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to the remaining value of the Products at the end of the then -
<br />current term, as reasonably determined by Us. You shall also
<br />pay all Our costs in enforcing Our rights under this Lease,
<br />including reasonable attorneys' fees and expenses that We
<br />incur to take possession, store, repair, or dispose of the
<br />Products, as well as any other expenses that We may incur to
<br />collect amounts owed to Us. We are not required to re -lease
<br />or sell the Products if We repossess them. These remedies
<br />shall be cumulative and not exclusive, and shall be in addition
<br />to any and all other remedies available to Us.
<br />11. Finance Lease. You agree that this Lease is a "finance
<br />lease" as defined in Article 2A of the Uniform Commercial
<br />Code ("UCC"). To the extent permitted by law, You hereby
<br />waive any and all rights and remedies conferred upon You
<br />under UCC Sections 2A-303 and 2A-508 through 2A-522, or
<br />any similar laws.
<br />12. Automated Clearinghouse Direct Debit (^ACH"). If,
<br />You have elected ACH service, You hereby authorize Us to
<br />initiate with the depository bank ("Bank") that You have
<br />provided to Us a debit of any amounts that become due by
<br />You to Us (and/or any of Our affiliates including, but not
<br />limited to, Neopost USA Inc., and Mailroom Finance, Inc.)
<br />from the specified account. ACH payments shall remain in
<br />effect until terminated by the Bank, You, or Us. You must
<br />give Us thirty (30) days prior written notice of Your intent to
<br />terminate ACH services or any change in Bank account status
<br />which would impair Our ability to debit such funds.
<br />13. Loss; Damage; Insurance. You shall: (1) bear the
<br />risk of loss and damage to the Product(s) for the Initial
<br />Term and any Renewal Period; (11) keep the Product(s)
<br />Insured, at Your expense, against all risks of loss and
<br />damage In an amount at least equal to its full
<br />replacement cost, with Us named as an additional
<br />Insured thereon ("Insurance'); and (iii) provide Us
<br />with evidence of Insurance within thirty, (30) days of a
<br />request by Us, or a third party acting on our behalf, to
<br />do so. You are required to provide Us with sufficient
<br />evidence of Insurance within thirty (30) days of the
<br />commencement of the Initial Term. If You fail to
<br />provide such evidence of Insurance, then We may, at
<br />our sole option, protect Our interest in any hardware
<br />Product(s) by obtaining insurance on Your behalf via
<br />inclusion of such Product(s) in Our MailProtect
<br />program. If We obtain such coverage, then You agree
<br />that We may charge You the premium for such
<br />Insurance, as well as our then -current fee for doing so.
<br />This charge will be added to Your Lease invoice and
<br />You agree to pay this charge according to the terms of
<br />this Lease. Refer to Section 13.1 of this Lease for more
<br />information regarding Our MailProtect program.
<br />13.1 MailProtect Program. If We have included a
<br />hardware Product in Our MailProtect program and any
<br />covered loss, damage or destruction to such covered
<br />Product(s) (a "Loss') occurs and the amount of the
<br />Loss is greater than $100, then We shall (provided You
<br />are not in default under this Lease) repair or replace
<br />such Product(s) and Your obligations pursuant to this
<br />Lease will remain unchanged. More information
<br />regarding Our MailProtect program, including
<br />information on Losses that are not covered, is available
<br />at www.ne000stusa.com/mallyrotect. If there is a
<br />covered Loss and We fail to repair or replace the
<br />affected hardware Product(s) within twenty (20) days
<br />of receiving written notice of the covered Loss from
<br />You, then You may terminate this Lease; provided that
<br />(I) You give us written notice of Your intent to do so;
<br />and (11) We receive such notice within forty-five (45)
<br />days of the Loss. The coverage offered through Our
<br />MailProtect program may: (1) be more expensive than
<br />Insurance that You could obtain on Your own; (11) be
<br />obtained through companies affiliated with Us; and (III)
<br />involve a fee paid to such affiliated companies (which
<br />will result in a profit by Us). Once enrolled in the
<br />MailProtect program, You may cancel the coverage at
<br />any time by providing Us with evidence of Insurance.
<br />We reserve the right to discontinue the MailProtect
<br />program at anytime.
<br />14. Return of Products. You are required to return the
<br />tangible Products under this Lease. Upon the termination of
<br />this Lease You shall, after receiving an Equipment Return
<br />Authorization ("ERA") number from Us, promptly send such
<br />Products, at Your expense plus shipping and handling costs,
<br />to any location(s) that We designate within the contiguous
<br />United States. The Products must be properly packed for
<br />shipment with the ERA number clearly visible, freight prepaid
<br />and fully insured, and must be received in good condition,
<br />less normal wear and tear.
<br />15. Indemnification. You shall Indemnify and defend Us
<br />against, and hold Us harmless for, any and all claims, actions,
<br />damages, liabilities, losses, and costs (Including reasonable
<br />attorneys' fees) made against or incurred by Us relating to
<br />Product Matters (as defined below). Your obligations
<br />pursuant to this Section shall survive the termination or
<br />expiration of this Lease.
<br />16. Assignment. YOU SHALL NOT SELL, TRANSFER,
<br />ASSIGN, SUBLEASE, PLEDGE OR OTHERWISE
<br />ENCUMBER (COLLECTIVELY, -TRANSFER") THE
<br />PRODUCTS OR THIS LEASE IN WHOLE OR IN PART. We
<br />may, without notice to You, Transfer Our interests in the
<br />Products and/or this Lease, In whole or in part, to a third
<br />party. You agree not to assert against the new owner any
<br />claim, defense or offset You may have against Us or any
<br />predecessor in interest.
<br />17. Taxes. You agree to pay for all applicable taxes related
<br />to the Products, including taxes related to Your acquisition,
<br />possession, and/or use of the Products as well as all property.
<br />taxes on the Products. Furthermore, You agree to pay the
<br />applicable fee to cover Our expenses associated with the
<br />administration, billing and tracking of such charges and taxes.
<br />In addition, in the event We determine It Is reasonable to do
<br />so, You hereby authorize Us to pay any such taxes and to
<br />include such amount as part of the capitalized amount used to
<br />compute Your payment pursuant to this Lease.
<br />18. Disclaimer of Warranties. WE MAKE NO
<br />REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS
<br />OR IMPLIED, REGARDING ANY MATTER WHATSOEVER,
<br />INCLUDING, BUT NOT LIMITED TO, THE SUITABILITY OF THE
<br />PRODUCT(S), ITS CONDITION, ITS MERCHANTABILITY, ITS
<br />FITNESS FOR A PARTICULAR PURPOSE, ITS FREEDOM FROM
<br />INFRINGEMENT, OR OTHERWISE. WE PROVIDE THE
<br />PRODUCTS TO YOU "AS IS," "WHERE IS" AND "WITH ALL
<br />FAULTS."
<br />19. Limitation of Liability. WE SHALL NOT BE LIABLE TO
<br />YOU AND YOU SHALL NOT MAKE A CLAIM AGAINST US FOR
<br />ANY LOSS, DAMAGE (INCLUDING INCIDENTAL,
<br />CONSEQUENTIAL OR PUNITIVE DAMAGES), OR EXPENSE OF
<br />ANY KIND ARISING DIRECTLY OR INDIRECTLY FROM THE
<br />DELIVERY, INSTALLATION, USE, RETURN, LOSS OF USE,
<br />DEFECT, MALFUNCTION, OR ANY OTHER MATTER RELATING
<br />TO THE PRODUCTS (COLLECTIVELY, -PRODUCT MATTERS").
<br />NOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE,
<br />EXCEPT FOR DIRECT DAMAGES RESULTING FROM PERSONAL
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