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Terms and Conditions
<br />I. Scope; Terms and Conditions.
<br />The following terms and conditions are applicable to the SOW between you ("Yarn" or "Chent") and Canon Solutions America, inc, ("'CSA"), and supplement and
<br />control the terns and conditions of the applicable CSA acquisition agreement (whether an "Acquisition Agreement", "Ordffed lease Agreement", "Purchase and
<br />Maintenance Agreement" or other CSA agreement for the acquisition by purchase or lease of any Listed Item -- each, an "acquisition agreement"). For purposes
<br />hereof, the SOW shall be deemed a "Listed Item" under the acquisition agreement notwithstanding anything contained, in the acquisition agreement to the
<br />contrary. Equipment, hardware, software or consumables acquired from CSA in conjunction with the SOW maybe governed by various acquisition agreements, but.
<br />not by the SOW; as such, Your payment and other obligations under such acquisition agreements are not dependent in any way upon CSR's performance of the
<br />SLAW.
<br />2. Standard Implementation Assumptions
<br />In order to implement successfully the SOW;, CSA has relied upon and You hereby acknowledge these key assumptions;
<br />a. Although CSR's Implementation personnel may consist of CSA's authorized employees, retained third party vendors, or both, in any event CSA shall retain
<br />sole responsibflity to Client.
<br />b, You will allow Implementation Stakeholders accompanied or badged access to the Inip] ;ementatimr-relevant areas. Except as otherwise set forth in the SOW,
<br />CSA will perform the Implementation during CSR's normal 'business hours (8:30 AM to S:DO PM (local time), Monday through priday, excluding C�SA
<br />holidays).,
<br />c. Implementation Stakeholders will have administrative access to all servers and domains necessary for the Implementation either directly or by proxy.
<br />d. With regard to any "shrink-wrap' or "click -wrap" acceptance required of an end user license agreement ("EULA"), software as a service or other subscription
<br />agreements ("SA') and/or software maintenance agreement ("SMA'") for software associated with the SOW, You hereby authorize CSA to accept same on
<br />Your behalf (e.g., by clicking the 1 ACCEPT" button of the EULA, SA or SMA), and You agree to comply with the terms of same. EULAs, SAs, and SMAs are
<br />available at littp,//ess.csa.ca[ionr.con/SMA-EULA.Iitnil
<br />e. CSA will not be liable for any loss of data during or as a result of the Implementation. CSA assumes all data that could be affected by the Implementation has
<br />been backed up by You and covered by Your recovery procedure.
<br />f, All software supplied by You for use irr the Implementation is properly licensed to You.
<br />g. Any changes to this 'SOW, including as to Implementation outs'fde of CSA's normal business hours, must be made in writing in accordance with Section 4
<br />below and Appendix A (Change Order Form),
<br />h. There is no commitment for ongoing support expressed or implied by the SOW. Any additional requests for services after this Implementation's completion
<br />may be subject to additional charges on a time and materials basis or may he the subject of an applicable software mat n.ten .ance agreement or subscription
<br />support services agreement.
<br />I. Any work product not specifically listed in this SOW is considered out of scope. Services that are out of scope will be addressed through CSA's
<br />Implementation change order procedure, (See Section 4 below and Appendix A)
<br />j. it is Client's responsibility ensure that its resources are capable and available to assist CSA during the course of the implementation to ensure thmely
<br />completion of the Deliverables. This includes but is not limited to Client personnel, resources for designing, building; testing, and implementing, and staff for
<br />the training of persomnel.
<br />k, Client will assign a. dedicated point of contact to act in the role of Implementation manager. He or she will, work in tandem with CSA to facilitate
<br />communication and proper execution throughout the lifecycle ofthe Implementation.
<br />1. If a change in resources is required during the course of the Implementation, CSA will work with the Client's assigned Implementation manager to facilitate
<br />the transition. CSA will ensure that resources with the appropriate technical skill set will be properly aligned with the requirements ofthe engagement.
<br />M. If stated in implementation Stakeholders (Section 2.3), CSA will provide internal Implementation management for the projector appropriate portion thereof.
<br />n. In cases where the required system information is not available or able to be determined by Client resources, CSA will issue a Change Order to extend the
<br />requirements gathering activities to collect the required information..
<br />o. Client will make all commercially reasonable attempts to respondto all requests for information in writing within two (2) business days.
<br />p. If Client has its own process for managing change or otherwise is aware of Internal factors that might delay the completion of this implementation, Client will
<br />inform CSA prior to the initiation of this Implementation.
<br />Changes in these assumptions may result ir a scope change, which may cause You to Incur additional professional services fees or delays inn the delivery schedule
<br />3. Standard Dependencies and External Requirements
<br />Deliverables may be predicated on certain additional information, external deliverables or agreements. In order to successfully fulfill the requirements of the SOW„
<br />additional required documentation (other than the acquisition agreement) are incorporated into and made part of the SOW. Where conflicts or inconsistency
<br />might exist between terms of the acquisition agreement and of the SOW, the terms of the SOW shall take precedence with respect to the Deliverables.
<br />4. Implementation Change Order Procedure
<br />Once a change condition is irdenttfled, there are three (3) steps involved with Implementation Change Management:
<br />a. Your submittal ol'Cirange Order forin (Appendix A)
<br />b. CSA's approval / rejection of the Change Order
<br />C. Modification / Adjustment of Implementation if required
<br />The Charge Order form is executed by You with CSR's assistance. CSA evaluates Change Orders individually for their Overall Impact on the Implementation's
<br />constraints, CSA will work with Your Implementation manager to communicate these changes and acquire the required approvals for any costs related to Change
<br />Orders. You acknowledge a Change Order is required for work performed outside of CSR's normal business hours, under the following conditions: (i) minfinum
<br />engagement of four (4) hours; (if) work typically billed in a minimum of one (1) hour increments; and (iii) hourly services billed at multiples of one and one-half
<br />(1.Sx) for Monday -Friday after-hours and double (2x) for Saturdays, Sundays and Ilolidays.
<br />This document is the property of and is proprietary to Canon Solutions America. It is not to be disclosed in Page 20
<br />whole or in part without prior written consent of Canon Solutions America, and shall not be duplicated or used in
<br />CANON sorunousAsu€ KA whale or in part, for a�.ny purpose other than to evaluate Canon Solutions America's proposal, and shall be returned SER-035
<br />upon request. December 30, 2016
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