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UL.F #6Ubb4bb1.U1
<br />4. DATA. You acknowledge that the hard drive(s) on the Equipment, including attached
<br />devices, may retain Images, content or other data that you may store for purposes of normal
<br />operation of the Equipment ("Data"). You acknowledge that Lessor Is not storing Data on
<br />behalf of you and that exposure or access to the Data by CSA or Lessor, if any, Is purely
<br />Incidental to the services performed by CSA or Lessor. Neither GSA nor Lessor nor or any of
<br />their affiliates has an obligation to erase or overwrite Data upon your return of the Equipment
<br />to CSA or Lessor or any other disposition of the Equipment by you. You are solely responsible
<br />for: (A) your compliance with applicable law and legal requirements pertaining to data privacy,
<br />storage, security, retention and protection; and (B) all decisions related to erasing or
<br />overwriting Data. Without limiting the foregoing, you should, (I) enable the Hard Disk Drive
<br />(HOD) data erase functionality that is a standard feature on certain Equipment and/or (ii) prior
<br />to return or other disposition of the Equipment, utilize the HOD (or comparable) formatting
<br />function (which may be referred to as "Initialized All Data/Settings' function) if found on the
<br />Equipment to perform a one pass overwrite of Data or, if you have higher security
<br />requirements, you may purchase from CSA at current rates an appropriate option for the
<br />Equipment, which may include (a) an HOD Data Encryption Kit option which disguises
<br />information before It Is written to the hard drive using encryption algorithms, (b) an HDD Data
<br />Erase Kit that can perform up to a 3-pass overwrite of Data (for Equipment not containing data
<br />erase functionality as a standard feature), or (c) a replacement hard drive (In which case you
<br />should properly destroy the replaced hard drive). You shall indemnify Lessor, CSA, their
<br />subsidiaries, directors, officers, employees and agents from and against any and all costs,
<br />expenses, liabilities, claims, damages, losses, judgments or fees (including reasonable
<br />attorneys' fees) arising or related to the storage, transmission or destruction of the Data. The
<br />terms of this section shall solely govern as to Data, notwithstanding that any provisions of this
<br />Agreement or any separate confidentiality or data security or other agreement now or
<br />hereafter entered into between you and GSA or Lessor applies, or could be construed to apply
<br />to Data.
<br />5. LIMITED WARRANTY; EXCLUSIONS & LIMITATIONS; INDEMNIFICATION
<br />6.1 Limited Warranty. Equipment is warranted only as provided in the manufacturers
<br />warranty provided with the Equipment (for CANON brand Equipment, the manufacturer's
<br />warranty is provided by Canon U.S.A., Inc.). End user warranties, if any, for Listed Software
<br />are provided solely by the developers or suppliers of the Listed Software. So long as you are
<br />not in breach or default of this Agreement, Lessor assigns to you, solely for the purpose of
<br />making and prosecuting any such claim, the rights, if any, which Lessor may have under all
<br />such warranties for the Listed Items.
<br />5.2 Disclaimer of Warranties. LESSOR IS NOT MANUFACTURER, DEALER, OR
<br />SUPPLIER OF THE LISTED ITEMS. AS BETWEEN YOU AND LESSOR, THE LISTED
<br />ITEMS ARE LEASED "AS I$" AND ARE OF A SIZE, DESIGN, AND CAPACITY SELECTED
<br />BY YOU. LESSOR HAS MADE NO REPRESENTATION OR WARRANTY OF ANY KIND,
<br />EXPRESS OR IMPLIED, WITH RESPECT TO THE LISTED ITEMS. The warranties, if any,
<br />provided for any of the Listed Items are enforceable by you only against the Canon company
<br />or third party making such warranties, not against any Lessor. CSA is not an agent or
<br />representative of Lessor and is not authorized to waive or alter any of Lessors rights or make
<br />any representation for Lessor about the Listed Items, except to the extent set forth in this
<br />Agreement. EACH OF CSA AND LESSOR EXPRESSLY DISCLAIMS ALL WARRANTIES,
<br />EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND
<br />FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF
<br />THE LISTED ITEMS OR CSA'S SERVICES. THE FURNISHING OF MAINTENANCE UNDER
<br />THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION OR USE OF ANY
<br />OF THE LISTED ITEMS.
<br />6.3 Limitation of Liability. NEITHER CSA NOR LESSOR SHALL BE LIABLE FOR
<br />INJURY OR DAMAGE EXCEPT TO THE EXTENT CAUSED BY SUCH PARTY'S
<br />NEGLIGENCE OR WILLFUL MISCONDUCT. NEITHER CSA NOR LESSOR SHALL BE
<br />LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF
<br />REVENUE OR PROFIT, LOSS, CORRUPTION OR RELEASE OF DATA, FAILURE TO
<br />REALIZE SAVINGS OR OTHER BENEFITS, STORAGE CHARGES; OR INCIDENTAL,
<br />SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR
<br />IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY ON
<br />WHICH THE CLAIM IS BASED AND EVEN IF CSA OR LESSOR HAS BEEN ADVISED OF THE
<br />POSSIBILITY OF SUCH DAMAGES.
<br />5.4 Indemnification. You shall reimburse Lessor for and defend Lessor against any claim
<br />for losses or injury caused by the Listed Items, before and after the Lease Term ends.
<br />S. ADDITIONAL LEASE REQUIREMENTS.
<br />6.1 Warranty of Business Purpose: Maintenance. You warrant that the Listed Items will
<br />not be used for personal, family or household purposes. If at any time for any reason
<br />whatsoever CSA's maintenance obligations have terminated, at your sole expense you shall
<br />keep the Equipment in good working order and supply and install replacement pacts and
<br />accessories when required to maintain the Equipment. Any such replacements shall be the
<br />property of Lessor and shall be deemed Equipment.
<br />6.2 Risk of loss; Insurance. Effective upon delivery to you, you shall bear the entire risk of
<br />any loss or theft of or damage to the Equipment ("Loss"). You shall obtain and maintain during
<br />the term hereunder including all renewals and extensions, at your expense, (a) property
<br />insurance for the full replacement value of the Equipment and (b) comprehensive public
<br />liability and property damage insurance. All such insurance shall provide for a deductible not
<br />exceeding $5,000 and be in form and amount and with companies satisfactory to Lessor. Each
<br />insurer providing such insurance shall name Lessor as additional insured and loss payee and
<br />provide Lessor 30 days' prior written notice of alteration or cancellation. You shall deliver
<br />certificates or other evidence of insurance to Lessor. You appoint Lessor as your attorney -in -
<br />fact solely to make claim for, receive payment of, and execute and endorse documents,
<br />checks, or drafts for any Loss. If within 10 days after request you fail to deliver satisfactory
<br />evidence of such insurance to Lessor, then Lessor shall have the right, but not the obligation,
<br />to obtain insurance covering Lessors interests in the Equipment, and add the costs of
<br />maintaining such insurance and an administrative fee to the amounts due from you under this
<br />Agreement. Lessor and any of its affiliates may make a profit on the foregoing. You shall
<br />promptly (I) repair or replace any Equipment subject to a Loss or (ii) pay to Lessor the
<br />Remaining Lease Balance (defined below). No Loss shall relieve you of any obligation under
<br />this Agreement.
<br />7. DEFAULT; REMEDIES. You shall be in default of this Agreement if: (a) you fail to make
<br />any Payments when due or perform any of your other obligations under this Agreement; (b)
<br />you fall to make payments when due of any indebtedness to Lessor; (c) you or any guarantor
<br />of your obligations ('Guarantor) cease doing business as a going concern; (d) you or any
<br />Guarantor become insolvent or make an assignment for the benefit of creditors; (e) a petition
<br />or proceeding Is filed by or against you or any Guarantor under any bankruptcy or insolvency
<br />taw; (f) a receiver, trustee, conservator, or liquidator is appointed for you, any Guarantor, or
<br />any of your or any Guarantor's property; (g) any statement, representation or warranty made
<br />by you or any Guarantor to CSA or Lessor is incorrect in any material respect; or (h) you or
<br />any Guarantor who is a natural person die. It you are in default, you shall pay for Lessor's
<br />reasonable collection and other costs, and without limiting any of CSA's rights hereunder or
<br />under applicable law, Lessor may exercise (on behalf of itself and, as applicable, CSA) any
<br />one or all of the following remedies: (1) declare all unpaid Payments (other than per Image
<br />charges) Immediately due and payable, with Lessor retaining title to the Listed Items; (2)
<br />terminate any and all agreements with you; (3) without notice, demand or legal process, retake
<br />possession of the Listed Items (and you authorize Lessor to enter upon the premises where
<br />the Listed Items may be found) and (A) retain the Listed Items and all Payments and other
<br />sums paid, (B) re -lease the Listed Items and recover from you the amount by which the
<br />Remaining Lease Balance exceeds the value attributed to the Listed Items by Lessor for
<br />purposes of calculating the payments under the new lease agreement, or (C) sell the Listed
<br />Items and recover from you the amount by which the Remaining Lease Balance exceeds the
<br />net amount received by Lessor from such sale; or (4) pursue any other remedy permitted at
<br />law or in equity. Lessor may sell the Listed Items after preparing them or not and may disclaim
<br />warranties of title and the like. If the Listed Items are not available for sale, you shall be liable
<br />for the Remaining Lease Balance and any other amounts due. The "Remaining Lease
<br />Balance" shall be the sum of: (i) all Lessor Paymen(s then owed by you to Lessor; (it) the
<br />present value of all remaining Lessor Payments for the full Lease Term; (iii) the Purchase
<br />Option price of the Listed Items Indicated on the face of this Agreement; plus (iv) any
<br />applicable taxes, expenses, charges, and fees. For purposes of determining present value,
<br />Lessor Payments shall be discounted at 3 / per year.
<br />8. SECURITY; WAIVER. You authorize Lessor to fife any form of financing or continuation
<br />statements and amendments thereto. THE LEASE CREATED BY THIS AGREEMENT IS
<br />INTENDED AS A "FINANCE LEASE" AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE
<br />UNIFORM COMMERCIAL CODE ("UCC 2A) AND LESSOR IS ENTITLED TO ALL
<br />BENEFITS, PRIVILEGES AND PROTECTION$ OF A LESSOR UNDER A FINANCE LEASE,
<br />AND YOU IRREVOCABLY WAIVE ANY RIGHT OF NOTICE THEREOF. YOU WAIVE YOUR
<br />RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508-522. If the lease is determined not
<br />to be a true lease, you grant Lessor a security interest in the Listed Items. Your exact legal
<br />name, your chief executive office address, and your jurisdiction of organization are as set
<br />forth on page 1; if you change any of them or the corporate structure, you shall provide prior
<br />written notice to Lessor 30 days before such change. Upon request, you will execute and
<br />deliver to Lessor such documents as required or appropriate.
<br />9. GENERAL
<br />91 Choice of Law and Forum. THIS AGREEMENT AND ALL CLAIMS, DISPUTES AND
<br />CAUSES OF ACTION RELATING THERETO, WHETHER SOUNDING IN CONTRACT,
<br />TORT OR STATUTE, SHALL FOR ALL PURPOSES BE GOVERNED BY THE LAWS OF
<br />NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. YOU
<br />CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR
<br />FEDERAL COURT LOCATED WITHIN CAMDEN OR BURLINGTON COUNTY, NEW
<br />JERSEY, OR AT LESSOR'S OPTION IN ANY STATE WHERE YOU OR THE EQUIPMENT
<br />ARE LOCATED. YOU WAIVE OBJECTIONS TO THE JURISDICTION OF SUCH COURTS, TO
<br />VENUE AND TO CONVENIENCE OF FORUM. ANY SUIT, OTHER THAN ONE SEEKING
<br />PAYMENT OF AMOUNTS DUE, SHALL BE COMMENCED, IF AT ALL, WITHIN 1 YEAR OF
<br />THE DATE THAT THE CLAIM ACCRUES. THE PARTIES IRREVOCABLY WAIVE ANY
<br />RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM,
<br />9.2 Entire Agreement: Electronic Acceptance. This Agreement shall be binding upon you
<br />when you sign it, upon CSA when CSA has installed the Equipment, and upon Lessor when you
<br />have accepted the Listed Items. All provisions of this Agreement, including Section 4, which by
<br />their nature can be construed to survive the expiration or termination of the Agreement shall so
<br />survive. CSA or Lessor may insert missing or correct other information including the Listed
<br />Item description, serial number, and location; and corrections to your legal name; but
<br />otherwise this Agreement (together with any separate agreement entered into between you and
<br />CSA as described In Section 2.3 above) constitutes the entire agreement between the parties
<br />with respect to the subject matter hereof. Any purchase order utilized by you shall be for your
<br />administrative convenience only, and any terms therein which conflict with, vary from or
<br />supplement the provisions of this Agreement shall be deemed null and void. No representation
<br />or statement shall be binding upon Lessor or CSA as a warranty or otherwise unless It is
<br />contained in the original of this Agreement. This Agreement shall not be modified or amended
<br />except in a written amendment signed by an authorized signer of CSA and you. It a court finds
<br />any provision to be unenforceable, the remaining provisions shall remain in full force and effect.
<br />You expressly disclaim having relied upon any statement concerning the capability, condition,
<br />operation, performance or specifications of the Listed Items, except to the extent set forth in the
<br />original of this Agreement. CSA or Lessor may accept electronic images of this Agreement or
<br />any Acceptance Certificate as originals, and electronic copies of your signature will be treated
<br />as original for all purposes.
<br />9,3 Joint and Several Liability: Assignment. If more than one entity executes this
<br />Agreement as the Customer, your obligations shall be joint and several. YOU SHALL NOT
<br />ASSIGN OR PLEDGE THIS AGREEMENT, NOR SHALL YOU SUBLET OR LEND ANY
<br />LISTED ITEMS. Each of CSA and Lessor may pledge or assign its rights under this
<br />Agreement. If a Lessor assigns its rights, the assignee will have the same rights and benefits
<br />that the Lessor had and shall not have any obligations hereunder. The rights of the assignee
<br />wilt not be subject to any claims, defenses, or setoffs that you may have against the Lessor.
<br />9.4 Notices. All notices required or permitted under this Agreement shall be sufficient If
<br />delivered personally, sent via facsimile or other electronic transmission, or mailed to such
<br />party at the address set forth on page 1 or at such other address as such party may designate
<br />in writing from time to time. Notices shall be effective 3 days after deposit in the U.S. mail,
<br />duly addressed, or upon delivery via personal or express delivery, facsimile or other electronic
<br />transmission. You shall send all notices regarding lease provisions to Lessor only, and all
<br />notices regarding maintenance provisions to CSA only
<br />Address for notices to Canon Solutions Address for notices to Canon Financial
<br />America, Inc.: Services, Inc.:
<br />300 Commerce Square Blvd. 158 Gaither Drive, Suite 200
<br />Burlington, NJ 08016 Mount Laurel, NJ 08054
<br />Attn: Customer Service Department Attn: Customer Service Department
<br />Phone: (800) 613-2228 Phone: (800) 220.0330
<br />Fax: (800) 220-4002 Fax: (856) 813-5122
<br />Email customercare@csa.canon.com Email: customer@cfs,canon.com
<br />9.6 USA PATRIOT Act; Credit information. To help the government fight the funding of
<br />terrorism and money laundering activities, federal law requires all financial institutions to
<br />obtain, verify, and record information that identifies each person who enters into a lease. This
<br />means that when you enter into a lease, Lessor may ask for, among other things: (a) your
<br />federal tax identification number and (b) your date of birth, if you are a sole proprietor. Lessor
<br />may also ask to see identifying documents. You authorize your credit references, any credit
<br />reporting agency, or any third party (including Lessor) to collect any credit information and to
<br />release the same to Lessor, its affiliates, and their respective designees or assignees.
<br />SLS-107F GFS-1209 March 2018 Page 3
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