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<br />INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY
<br />OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE
<br />MAXIMUM OUR LIABILITY TO YOU FOR DAMAGES
<br />HEREUNDER SHALL NOT EXCEED THE TOTAL OF THE
<br />AMOUNTS PAID TO US HEREUNDER BY YOU.
<br />20. Notice. All notices related to this Lease to Us shall
<br />be made by You, or an attorney representing You.
<br />Notice of non -renewal of this Lease shall be made as
<br />outlined in Section 3 herein by calling 1-800-Neopost
<br />(1-800-636-7678). All other notices, requests and other
<br />communications hereunder shall be in writing and sent to:
<br />MaIlFinance Inc., 478 Wheelers Farms Road, Milford, CT
<br />06461 ("Notice Address'l, Such notices shall be considered
<br />given when: (i) delivered personally, or (ii) sent by
<br />commercial overnight courier with written confirmation of
<br />delivery. In the event that We do not accept Your offer to
<br />enter this Lease, then You have the right to a written
<br />statement that specifies the reasons that Your offer was not
<br />accepted. You can request such a statement by writing to Us
<br />at the Notice Address.
<br />21. Integration. The Lease represents the final and only
<br />agreement between You and Us. There are no unwritten oral
<br />agreements between You and Us. The Lease can be changed
<br />only by a written agreement between You and Us.
<br />22. Severability. In the event any provision of this Lease
<br />shall be deemed to be invalid, Illegal or unenforceable, the
<br />validity, legality and enforceability of the remaining provisions
<br />shall not In any way he affected or Impaired thereby. The
<br />parties agree to replace any Invalid provision with a valid
<br />provision, which most closely approximates the intent and
<br />economic effect of the invalid provision.
<br />23, waiver or Delay. A waiver of any default hereunder or
<br />of any term or condition of this Lease shall not be deemed to
<br />be a continuing waiver or a waiver of any other default or any
<br />other term or condition, but shall apply solely to the instance
<br />to which such waiver Is directed. We may .accept late
<br />payments, partial payments, checks, or money orders marked
<br />"payment in full," or with a similar notation, without
<br />compromising any rights under this Lease.
<br />24. Survival of Obligations. Any obligations and duties
<br />which by their nature extend beyond the expiration or
<br />termination of this Lease shall survive the, expiration or
<br />termination of this Lease.
<br />25. Choice of Law; Venue; and Attorneys Fees. This
<br />Lease shall .be governed under the laws of the State of
<br />Connecticut, without regard to conflicts of law, and
<br />jurisdiction shall Ile exclusively In a court of competent
<br />jurisdiction in New Haven County, Connecticut. In any
<br />litigation or other proceeding by which one party either seeks
<br />to enforce its rights under this Lease (whether in contract,
<br />tort, or both) or seeks a declaration of any rights or
<br />obligations under this Lease, the prevailing party shall be
<br />awarded its reasonable attorney fees, and costs and expenses
<br />Incurred.
<br />POSTAGE METER RENTAL AGREEMENT
<br />1. Incorporation of Certain Terms. Customer
<br />acknowledges that: (1) it has entered a Product Lease
<br />Agreement with MaIlFinance Inc. (the "Lease"); and (II) if the
<br />Products that are subject to the Lease includes a mailing
<br />machine, then the terms of this Postage Meter Rental
<br />Agreement ("Rental Agreement") shall govern Its rental of the
<br />Postage Meter (as defined below) for such machine. Any
<br />defined terms In the Lease shall have the same meanings In
<br />this Rental Agreement, except that "We," "Us," and "Our,"
<br />refers to Neopost USA Inc., and any reference to "Products"
<br />shall refer to the Postage Meter. Sections 13, 13.1, 14 and
<br />17 through 25 of the Lease are hereby Incorporated into this
<br />Rental Agreement, except that any reference in those
<br />sections to the "Lease" refer to this Rental Agreement.
<br />2. Provisions as to Use. You acknowledge that: (1) as
<br />required by United States Postal Service ("USPS') regulations,
<br />the postage meter(s) identified on the Order Form (the
<br />"Postage Meter") is being rented to You and that it Is Our
<br />property; (ii) the Postage Meter will be surrendered by You
<br />upon demand by Us; (ill) You are responsible for the control
<br />and use of the Postage Meter; (Iv) You will comply with all
<br />applicable laws regarding Your use orpossessionof the
<br />Postage Meter; (v) the use of the Postage Meter is subject to
<br />the conditions established from time to time by the United
<br />States Postal Service; and (vi) the Postage Meter Is to be
<br />used only for generating an €ndicia to , evidence the
<br />prepayment of postage and to account for postal funds. It is
<br />a violation of Federal law to misuse or tamper with the
<br />Postage Meter and, if You do so, We may terminate this
<br />Rental Agreement upon notice to You.
<br />3. Rental Fee, Term, and Taxes. The rental fee for the
<br />Postage Meter rental during the Initial Term Is Included in the
<br />Lease Payment. For each Renewal Term, You agree to pay
<br />Our then -current fee for the Postage Meter rental. The
<br />Postage Meter rental fee does not Include the cost of
<br />consumable supplies. The term of the rental shall be equal to
<br />the term of the Lease and is NON -CANCELABLE. You agree to
<br />pay all applicable taxes related to Your acquisition,
<br />possession, and/or use of the Postage Meter including all
<br />property taxes on the Postage Meter. Furthermore, You
<br />agree to pay the applicable fee to cover Our expenses
<br />associated with the administration, billing and tracking of
<br />such charges and taxes. You agree that you will return the
<br />Postage Meter at the end of the Lease term and that You will
<br />do so in the manner set forth in Section 14 of the Lease.
<br />Furthermore, You agree that if you fall to return a postage
<br />meter within thirty (30) days of receipt of the Equipment
<br />Return Authorization from Us, then You will pay a postage
<br />meter replacement fee of one thousand dollars ($1,000).
<br />4, Postage Meter Maintenance, Inspections, and
<br />Location. We will keep the Postage Meter in good working
<br />condition during the term of this Rental Agreement. The
<br />United States Postal Service regulations may require Us to
<br />periodically inspect the Postage Meter. You agree to
<br />cooperate with Us regarding such inspections. We may, from
<br />time to time, access and download information from Your
<br />Postage Meter to provide Us with information about Your
<br />postage usage and We may share that information with Our
<br />distributors and other third parties and You hereby authorize
<br />Us to do so. You agree to promptly update Us whenever there
<br />Is any change in Your name, address, telephone number, the
<br />licensing post office, or the location of the Postage Meter.
<br />S. Postage Advances. We do not sell postage. In the
<br />event You require an emergency advance for postage, We, at
<br />Our sole discretion, may advance You money to reset the
<br />Postage Meter. If We do provide such an advance, You agree
<br />to repay Us within five (5) days from the time of such
<br />advance: (1) the amount of the emergency advance; and (ii)
<br />the then -current advance fee.
<br />6. Default. In the event You fail to perform In accordance
<br />with the terms set forth in this Rental Agreement, or any
<br />other Agreement with Us or any of Our affiliates, including,
<br />but not limited to, MaIlFinance Inc., and Mailroom Finance,
<br />Inc., then We may, without notice: (i) repossess the Postage
<br />Page 3 of 6 Dealer Product Lease Version: Dealerlease-VO4-16
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