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Terms and Conditions
<br />1, Scope, Terms and Conditions
<br />The following terms and conditions are applicable to the SOW between you („You" or. "Client") .and Canon Solutions America, Inc. ("CSA"), and supplement and
<br />control the terms and conditions of the applicable CSA acquisition agreement (whether an "Acquisition Agreement", "Unified 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 Rom" under the acquisition agreement notwithstanding anything contained in the acquisition agreement to the
<br />contrary. Equipment, hardware, software or comrsumables acquired from CSA in conjunction with the SOW may be 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 CSA's performance of the
<br />SOW.
<br />2. Standard Implementation Assumptions
<br />In order- to implennentsuccessm0y the SOW, CSA has relied upon and You hereby acknowledge these key assumptions:
<br />a. Although CSA's implementation personnel may consist of CSA's authorized employees, retained third party vendors, or both, in any event CSA shall retain
<br />sole responsibility to Client.
<br />b. You will allow Implementation Stakeholders accompanied or badged access to the lmplementatioii-relevant areas. Except as otherwise set forth in the SOW,
<br />CSA will perform the Implementation during CSA's normal business hours (8:30 AM to 5:00 PM (local tinge), Monday through Friday„ excluding CSA
<br />holidays).
<br />C. Implementation Stakeholders will have administrative access to all servers and domains necessary for the Implementation either directly Orly 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 "i 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:/,less.csa.camioii.com/SMA-EULA.lititil
<br />e. CSA will not be hable for any loss of data during or as a result of the Implementation. GSA assumes all data that could he affected by the Implementation has
<br />been backed rip by Your and covered by Your recovery procedure.
<br />f.. All software supplied by You for use in the Implementation is properly licensed to You,
<br />g. Any changes to this SOW, including as to implementation outside 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 />Ir. There is no connmitnrent 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 be the subject of an applicable software maintenance agreement or subscription
<br />support services agrecinent.
<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 tare course of tine implementation to ensure timely
<br />completion of the Deliverables. This includes but is not limited to Client personnel, resources for designing, building, testing, and implementing, and staff far
<br />the training of personnel.
<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 of the implementation,
<br />I. If a change in resources is requited 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 fire appropriate technical skill set will he properly aligned with the requirements of the engagement
<br />nn. If stated in Implementation Stakeholders (Section 2.3), CSA will provide integral. Implementation management for the project or appropriate portion thereof.
<br />rr. In cases where the required system Information is not available or able to he determined by Client resources, CSA will issue a Change Order to extend tine
<br />requirements gathering activities to collect the required information.
<br />o. Client will make all commercially reasonable attempts to respond to 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 lmplemerrtation.
<br />Changes in these assumptions may result in a scope change, which may eause You to Incur additional professional services fees or delays in the delivery schedule
<br />3. Standard Dependencies and External Requirements
<br />Deliverables mnay be predicated or) certain additional information, external deliverables or agreements. in order to succosslolly 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 ofthe SOW shall take precedence with respect to the Deliverables.
<br />4. implementation Change Orden- Procedure
<br />Once a change condition is identified, there are three (3) steps involved with Implementation Change Management:
<br />a. You submittal ofChange Order form (Appendix A)
<br />b. CSA's approval / rejection of the Change Order
<br />C. Modification / Adjustment of implementation if required
<br />The Change Order form is executed by You with CSA'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 far work perfornned outside of CSA's normal business hours, under the following conditions. (i) minimum
<br />engagement of four (4) hours; (if) work typically billed in a minimum of one (1) hour increments; and (ili) hourly services billed at multiples of one and one-half
<br />(1,Sx) for Mooday-Friday after-hours and double (2x) for Saturdays, Sundays and Holidays.
<br />t, „, This document is the property of and is proprietary to Canon Solutions America, It is not to be disclosed in �ag
<br />m whole or in part without prior written consent of Canon Solutions America, and shall not be duplicated or used in
<br />CANON 5OLUTIONSAMERJc.A whole or in part, for any 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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