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Home My Public Portal About2013 Maintenance Agreementcaiiou UN :,g4i;tl�:�VS A�tii:klC4 300 COMMERCE SQUARE BLVD BURLINGTON, NJ 08016 800-613-2228 www csa canon corn Bill To : 1284739 KEY BISCAYNE, VILLAGE OF 85 W MCINTYRE ST STE 220 KEY BISCAYNE FL 33149 United States Contract # 977836 Page 1 of 1 REPRESENTATIVE MAINTENANCE AGREEMENT Billing Cycle Year Meter Cycle Month OMBATCH Ship To : 1284739 KEY BISCAYNE, VILLAGE OF 85 W MCINTYRE ST STE 220 KEY BISCAYNE FL 33149 United States Start Date Expiration Date 06/05/2013 06/04/2014 Canon Solutions America, Inc. ("CSA") agrees to furnish service to the Customer ("you") for the Equipment listed below, subject to the terms and conditions herein and on the included Terms and Conditions documents. Model Description Serial Number Start Meter Covered Volume From Overage Level To Overage Level Overage Rate per Image Base Charge IR5000 SUPPLY INCLUSIVE SERVICE PROGRAM SUMMARY USAGE MPL40610 0 1 -- 0 020700 Payment Option: P.O. P O Number ❑ Credit Card Contact Name Phone# E-mail For security purposes please do not include credit card account number A CSA representative will contact you to obtain your credit card information Total 0 00 Applicable taxes will be applied BY YOUR SIGNATURE BELOW, YOU AGREE TO PURCHASE THE MAINTENANCE SERVICES SPECIFIED ABOVE YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT, CONSISTING OF 2 PAGES INCLUDING THIS FACE PAGE THE ADDITIONAL TERMS AND CONDITIONS ON PAGE 2 HEREOF AND IN ANY ADDENDUM(S) HERETO, ARE INCORP ATED AND MADE A PART OF THIS AGREEMENT Customer's Authorized Signature Printed Name i ; Title -x>tt,iiive tl5S). /() ab=oje(Date pi /L3 CUSTOMER COPY PLUM 1 IUlVHL I GII:Y1J PUNK/ I.UnVUI I II.Ji' e are the additional terms and conditions referred to on the face page to which they are hed (such face page, and any addendum(s) hereto, collectively with these terms and itions, the "Agreement") ERM. Maintenance under this Agreement shall start on the "Start Date" specified on the page hereof and shall renew for successive 12 month renewal terms unless either party written notice of non -renewal at least 30 days prior to the expiration of the then -current (except that in the case of image dependent service, the renewal terms shall be of the a duration as the initial term) The renewal charges shall be reflected on the invoice for the billing cycle of the renewal penod HARGES.Base charges shall be billed in advance and per image charges shall be billed in lrs Invoices shall be due and payable within 30 days of the invoice date unless otherwise d on the invoice Applicable taxes shall be added to the charges If payments are late, may charge you and you agree to pay, a late charge equal to five percent (5%) of the unt due for each billing period or portion of a billing period such payment is delayed as onable collection fees, not to exceed the maximum amount permitted by law If image dependent service is selected, there shall be no per image charges, however, ithstanding paragraph 1 above and 2(b) below, the then -current term shall terminate at ;rid of the number of months specified on the face page or on the date when the images e exceed the maximum covered images specified on the face page, whichever event rs sooner Toner inclusive and image dependent service includes replenishment of consumables fled on the face page for exclusive use with the Equipment CSA may terminate this ement if you use the consumables in a different manner In the event your toner usage eds by more than 10% the published manufacturer specifications for conventional office e coverage, as determined by CSA, CSA may invoice you for such excess usage You purchase additional toner from CSA if required during the term You shall bear all nsk of theft or damage to unused consumables, which shall remain CSA's property and shall be ned promptly upon termination of this Agreement If you have selected the Fleet or Aggregate Coverage Plan, the Base Charge and the .red Images shall apply to all of the Equipment If specified on the face page that the pment is under a Fleet Coverage Plan, the maintenance term for all Equipment under this ement shall be the same as the maintenance term for all listed items If the Equipment is r an Aggregate Coverage Plan, the Covered Images shall apply to all of the Equipment, aggregated basis, for so long as the maintenance term for all such listed items nues Unless otherwise indicated on the face page, you authorize CSA to use networked res of the Equipment including imageWARE Remote to receive software updates, activate res/new licenses and/or transmit use and service data accumulated by the Equipment over network by means of an HTTPS protocol and to store, analyze and use such data for oses related to servicing the Equipment and product improvement You agree to provide meter readings to CSA, if applicable, in accordance with the meter option selected and CSA's normal procedures. If you selected CSA's eManage website, >hall complete CSA's registration process governing access to and use of such website may change your meter read options from time to time upon 60 days notice. If CSA does eceive timely meter readings from you, you agree to pay invoices that reflect CSA's mates of meter readings CSA reserves the right to verify the accuracy of any meter ngs from time to time, and to invoice you for any shortfall in the invoice for the next dic billing cycle COVERED SERVICE. CSA shall provide all routine preventive maintenance and gency service necessary to keep the Equipment in good working order in accordance with \greement and CSA's normal practice Such service shall be performed during CSA's local ar business hours (8 30 A M to 5 00 P M Monday through Friday, except holidays) (a) shall afford CSA reasonable access to the Equipment to perform on -site service CSA terminate its maintenance obligations as to any Equipment if you relocate it to a site de CSA's service territory If, in CSA's opinion, any Equipment cannot be maintained in working order through CSA's routine maintenance services, CSA may, at its option, (i) itute comparable Equipment or (n) cancel any balance of the term of this Agreement as to Equipment and refund the unearned portion of any prepaid charges hereunder Parts or oment replaced or removed by CSA in connection with maintenance services hereunder become the property of CSA and you disclaim any interest therein CSA shall make available to you from time to time and at prevailing prices if any, odes and bug fixes for the software licensed as part of the Equipment but only if and as upgrades and bug fixes are provided to CSA by suppliers of the Software CSA shall use reasonable efforts to provide Level 1 support for the software Level 1 support sts of providing help -line telephone assistance in operating the software and identifying ce problems, facilitating contact between you and the supplier of the software to rectify problems and maintaining a log of such problems to assist in tracking the same You owledge that CSA is not the developer of any of the software and other than the foregoing, ort for software is not provided under this Agreement ON -COVERED SERVICE. The following services, and any other work beyond the scope s Agreement, shall be invoiced in accordance with CSA's then current labor, parts and y charges (a) replacement of any consumable supply item, including, without limitation, r, toner, ink, waste containers, fuser oil or staples (except for toner inclusive service to the t provided in Subparagraph 2(b) above), other media, print heads and puncher dies, (b) rs necessitated by factors other than normal use including, without limitation, any willful negligence, abuse or misuse of the Equipment, the use of parts, supplies or software m are not supplied by CSA and which cause abnormally frequent service calls or service ems, service performed by personnel other than CSA personnel, accident, use of the mment with non -compatible hardware or software components, electrical power nction or heating, cooling or humidity ambient conditions, (c) de -installation, re- lation or relocation of Equipment (other than by CSA); (d) repairs to or realignment of mment, and related training, necessitated by changes you made to your system 3uration or network environment, (e) work which you request to be performed outside of s regular business hours, or (f) repair of any network/system connection device, except listed on face page ATA. You acknowledge that the hard dnve(s) on the Equipment,including attached es, may retain images, content or other data during normal operation of the Equipment ("Data") and that exposure or access to the Data by CSA, if any, is purely incidental to the services performed by CSA Neither CSA nor any of their affiliates has an obligation to erase or overwrite Data upon your return of the Equipment to CSA or any leasing company You are solely responsible for (i) your compliance with applicable law and legal requirements pertaining to data privacy, security, retention and protection, and (u) all decisions related to erasing or overwriting Data Without limiting the foregoing, you should, prior to return or other disposition of the Equipment, utilize the Hard Disk Drive (HDD) (or comparable) formatting function (which may be referred to as "Initialized All Data/Settings" function) if found on the Equipment to perform a one pass overwrite of Data or, if you have higher security requirements, you may purchase from CSA at current rates an available option for the Equipment, which may include (a) an HDD Data Encryption Kit option which disguises information before it is written to the hard drive using encryption algorithms, (b) a HDD Data Erase Kit that can perform up to a 3 -pass overwrite of Data or (c) a replacement hard drive (in which case you should properly destroy the replaced hard drive) The terms of this Section 5 shall solely govern as to Data, notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter entered into between you and CSA could be construed to apply to Data 6. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY. CSA EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE EQUIPMENT AND SOFTWARE OR ANY METER READ COLLECTION METHOD PROVIDED BY CSA YOU EXPRESSLY ACKNOWLEDGE THAT THE FURNISHING OF MAINTENANCE SERVICE UNDER THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT, SOFTWARE OR METER COLLECTION METHODS CSA SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR WILLFUL MISCONDUCT CSA SHALL NOT BE LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF REVENUE OR PROFIT, LOSS OR CORRUPTION OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, STORAGE CHARGES OR OTHER INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE EQUIPMENT, SOFTWARE OR METER COLLECTION METHODS, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF CSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES 7. DEFAULT. You shall be in default of this Agreement if you fail to perform any of your obligations under this Agreement, including making prompt undisputed payments when due CSA may withhold service under this Agreement in whole or in part until any delinquent payment is received by CSA CSA may terminate this Agreement in whole or in part upon your default with thirty (30) days notice to you, unless such default is cured by you within the thirty (30) day period If an overdue payment is disputed in good faith within thirty (30) days after the due date thereof, you shall pay all undisputed amounts and promptly make a good faith effort to resolve such dispute with CSA In the event of your default, CSA may, without limiting its other rights and remedies available under applicable law and this Agreement, require you to pay all charges then due but unpaid, including any applicable late charges, plus an early termination fee equal to three (3) times the average monthly billing to date and any excess toner charges per Section 2(b) You agree that such charges are reasonable liquidated damages for loss of bargain and not a penalty 8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE CITY OF NEW YORK UPON SERVICE OF PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK OR THE UNITED STATES ANY AND ALL SUITS COMMENCED BY YOU AGAINST CSA, WHETHER OR NOT ARISING UNDER THIS AGREEMENT AND REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH SUITS ARE BASED, SHALL BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW YORK YOU HEREBY WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM ANY SUIT BETWEEN THE PARTIES HERETO, OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER, SHALL BE COMMENCED, IF AT ALL, WITHIN ONE (1) YEAR OF THE DATE THAT THE CLAIM ACCRUES THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM 9. ENTIRE AGREEMENT. This Agreement shall be binding upon your signature and upon the installation of the Equipment by CSA or commencement of the covered services if this Agreement is for renewal of a prior maintenance agreement or for equipment previously installed This Agreement constitutes the entire agreement between the parties with respect to the furnishing of maintenance service for the Equipment, superseding all previous proposals and agreements, oral or written All provisions of this Agreement including Section 5, which by their nature can be construed to survive the expiration or termination of the Agreement shall so survive Any purchase order utilized by you shall be for your administrative convenience only, and any terms therein which conflict with, vary from or supplement the provisions of this Agreement shall be deemed null and void No representation or statement not contained on the original of this Agreement shall be binding upon CSA as a warranty or otherwise, nor shall this Agreement be modified or amended except by a writing signed by both you and an officer of CSA If a court finds any provision of this Agreement (or part thereof) to be unenforceable, the remaining provisions of this Agreement shall remain in full force and effect This Agreement shall not be assignable by you without CSA's prior written consent, and any attempted assignment without such consent shall be void You expressly disclaim having relied upon any representation or statement concerning the capability, condition, operation, performance or specifications of the Equipment and Software, except to the extent set forth on the original of this Agreement You agree that CSA may accept an electronic image of this Agreement as an original, and that electronic copies of your signature will be treated as an on anal for all purposes