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DocuSign Envelope ID:OE7484B9-C860-4874-9B43-75B32496D24E
<br /> 3. EQUIPMENT;SECURITY INTEREST: At your expense,you shall keep the Equipment:(i)in good repair.condition and working order,in compliance with applicable laws,ordinances and manufacturers'and regulatory standards;(ii)free
<br /> and clear of all liens and claims;and(iii)at your address shown on page 1,and you agree not to move it unless we agree in writing.You grant us a security interest in the Equipment to secure all amounts you owe us under this Agreement or
<br /> any other agreement with us('Other Agreements"),except amounts under Other Agreements which are secured by land and/or buildings. You authorize and ratify our filing of any financing statement(s)to show our interest You will not
<br /> change your name,state of organization,headquarters or residence without providing prior written notice to us.You will notify us within 30 days if your state of organization revokes or terminates your existence.
<br /> 4.INSURANCE;COLLATERAL PROTECTION;INDEMNITY;LOSS OR DAMAGE:You agree to keep the Equipment fully insured against all risk,with us named as lenders loss payee,in an amount not less than the full replacement value
<br /> ofthe Equipment until this Agreement is terminated.You also agree to maintain commercial general liability insurance with such coverage and from such insurance carrier as shag be satisfactory to us and to include us as an additional insured
<br /> on the policy. You will provide written notice to us within 10 days of any modification or cancellation of your insurance po licy(s).You agree to provide us certificates or other evidence of insurance acceptable to us. If you do not provide us
<br /> with acceptable evidence of property insurance within 30 days after the start of this Agreement,we may,at our sole discretion,to do so as provided in either(A)or(B)below,as determined in our discretion:(A)We may obtain insurance
<br /> covering our interest(and only our interest)in the Equipment for the Agreement term and renewals.Any insurance we obtain will not insure you against third party or liability claims and may be cancelled by us at any time.You may be required
<br /> to pay us an additional amount each month for the insurance premium and an administrative fee.The cost may be more than the cost of obtaining your own insurance;or(B)We may charge you a monthly property damage surcharge of up to
<br /> .0035 of the Equipment cost as a result of our credit risk and administrative and other costs,as would be further described on a letter from us to you. We may make a profit on this program.NOTHING IN THIS PARAGRAPH WILL RELIEVE
<br /> YOU OF RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EQUIPMENT. We are not responsible for,and you agree to hold us harmless and reimburse us for and to defend on our behalf against any claim for any loss,expense,
<br /> liability or injury caused by or in any way related to delivery,installation,possession,ownership,renting,manufacture,use,condition,inspection,removal,return or storage ofthe Equipment AN indemnities wig survive the expiration or
<br /> termination of this Agreement You are responsible for any loss,theft destruction or damage to the Equipment(-Loss'),regardless of cause,whether or not insured.You agree to promptly notify us in writing of any Loss.If a Loss occurs and
<br /> we have not otherwise agreed in writing,you will promptly pay to us the unpaid balance of this Agreement including any future Payments to the end ofthe term plus the anticipated residual value ofthe Equipment both discounted to present
<br /> value at 2%.Any proceeds of insurance will be paid to us and credited against the Loss.You authorize us to sign on your behalf and appoint us as your attomey-in-fad to endorse in your name any insurance drafts or checks issued due to a
<br /> Loss.
<br /> 5. ASSIGNMENT: YOU SHALL NOT SELL,TRANSFER,ASSIGN,ENCUMBER,PLEDGE OR SUBRENT THE EQUIPMENT OR THIS AGREEMENT,without our prior written consent which will not be unreasonably withheld.You
<br /> shall not consolidate or merge with or into any other entity,distribute,sell or dispose of all or any substantial portion of your assets other than in the ordinary course of business,without our prior written consent,and the surviving,or successor
<br /> entity or the transferee of such assets,as the case may be,shah assume all of your obligations under this Agreement by a written instrument acceptable to us.No event shall occur which causes or results in a transfer of majority ownership of
<br /> you while any obligations are outstanding hereunder. We may sell,assign.or transfer this Agreement without notice to or consent from you. You agree that if we sell,assign or transfer this Agreement our assignee will have the same rights
<br /> and benefits that we have now and will not have to perforin any of our obligations. You agree that our assignee will not be subject to any claims,defenses,or offsets that you may have against us.This Agreement shall be binding on
<br /> and inure to the benefit of the parties hereto and their respective successors and assigns.
<br /> 6. DEFAULT AND REMEDIES:You will be in defauft if(i)you do not pay any Payment or other sum due to us or you fail to perform in accordance with the covenants.terms and conditions of this Agreement or any other agreement with us
<br /> or any of our affiliates or fail to perform or pay under any material agreement with any other entity;(ii)you make or have made any false statement or misrepresentation to us;(iii)you or any guarantor dies,dissolves.liquidates,terminates
<br /> existence or is in bankruptcy;(iv)you or any guarantor suffers a material adverse change in its financial.business or operating condition;or(v)any guarantor defaults under any guaranty for this Agreement If you are ever in default at our
<br /> option..we can cancel this Agreement and require that you pay the unpaid balance of this Agreement including any future Payments to the end of term plus the anticipated residual value of the Equipment both discounted to present value at
<br /> 2%.We may recover default interest on any unpaid amount at the rate of 12%per year.Concurrently and cumulatively,we may also use any remedies available to us under the UCC and any other law and we may require that you immediately
<br /> stop using any Financed Items. If we take possession of the Equipment you agree to pay the costs of repossession,moving,storage,repair and sale.The net proceeds of the sale of any Equipment will be credited against what you owe us
<br /> under this Agreement and you will be responsible for any deficiency. In the event of any dispute or enforcement of our rights under this Agreement or any related agreement you agree to pay our reasonable attorneys'fees(including any
<br /> incurred before or at trial,on appeal or in any other proceeding),actual court costs and any other collection costs,including any collection agency fee.WE SHALL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL,INDIRECT
<br /> OR INCIDENTAL DAMAGES FOR ANY DEFAULT,ACTOR OMISSION BY ANYONE.Any delay or failure to enforce our rights under this Agreement will not prevent us from enforcing any rights at a later fare.You agree that this Agreement
<br /> is a"Finance Lease'as defined by Article 2A of the UCC and your rights and remedies are governed exclusively by this Agreement You waive all rights under sections 2A-508 through 522 of the UCC. If interest is charged or collected in
<br /> excess ofthe maximum lawful rate,we will refund such excess to you,which will be your sole remedy.
<br /> 7.INSPECTIONS AND REPORTS: We have the right at any reasonable time,to inspect the Equipment and any documents relating to its installation.use,maintenance and repair.Within 30 days after aur request(or such longer period as
<br /> provided herein),you will deliver all requested information(including tax returns)which we deem reasonably necessary to determine your current financial condition and faithful performance of the terms hereof.This may include:(i)compiled,
<br /> reviewed or audited annual financial statements(including,without limitation,a balance sheet,a statement of income,a statement of cash flow,a statement of changes in equity and notes to financial statements)within 120 days after your
<br /> fiscal year end,and(ii)management-prepared interim financial statements within 45 days after the requested reporting period(s). Annual statements shall set forth the corresponding figures for the prior fiscal year in comparative form,all in
<br /> reasonable detail without any qualification or exception deemed material by us. Unless otherwise accepted by us,each financial statement shall be prepared in accordance with generally accepted accounting principles consistently applied
<br /> and shall fairly and accurately present your financial condition and results of operations for the period to which it pertains. You authorize us to obtain credit bureau reports for credit and collection purposes and to share them with our affiliates
<br /> and agents.
<br /> It END OF TERM:At the end of the initial term,this Agreement shah renew for successive 12-month renewal term(s)under the same terms hereof unless you send us written notice between 90 and 150 days before the end of the initial term
<br /> or at least 30 days before the end of any renewal term that you want to return the Equipment and you timely return the Equipment You shall continue making Payments and paying all other amounts due until the Equipment is returned. As
<br /> long as you have given us the required written notice.you wig return all ofthe Equipmentto a location we specify.at your expense,in retail re-saleable condition,full working order and complete repair.At the end of the term or upon repossession
<br /> ofthe Equipment after a default,you agree to pay us a minimum return fee of 5250,which will cover up to 10 units of returned Equipment and will not be prorated,and in addition,a supplemental return fee of up to S50 per each unit of returned
<br /> Equipment in excess of 10 units(collectively,the"Return Fee"). If,in our sole discretion,we allow you to return any Equipment prior to the end ofthe term,you shag pay us the Return Fee each time you return Equipment YOU ARE SOLELY
<br /> RESPONSIBLE FOR REMOVING ANY DATA THAT MAY RESIDE IN THE EQUIPMENT,INCLUDING BUT NOT LIMITED TO HARD DRIVES,DISK DRIVES OR ANY OTHER FORM OF MEMORY.
<br /> 9. USA PATRIOT ACT NOTICE;ANTI-TERRORISM AND ANTI-CORRUPTION COMPLIANCE: To help the government fight the funding of terrorism and money laundering activities,federal law requires all financial institutions to obtain,
<br /> verify,and record information that identifies each customer who opens an account When you enter into a transaction with us,we ask for your business name,address and other information that will allow us to identify you.We may also ask
<br /> to see other documents that substantiate your business identity. You and any other person who you control,own a controlling interest in,or who owns a controlling interest in or otherwise controls you in any manner("Representatives")are
<br /> and will remain in full compliance with all laws..regulations and government guidance concerning foreign asset control,trade sanctions,embargoes,and the prevention and detection of money laundering,bribery,corruption,and terrorism,and
<br /> neither you nor any of your Representatives is or will be listed in any Sanctions-related list of designated persons maintained by the U.S.Department of Treasurys Office of Foreign Assets Control or successor or the U.S.Department of State.
<br /> You shall,and shall cause any Representative to,provide such information and take such actions as are reasonably requested by us in order to assist us in maintaining compliance with anti-money laundering laws and regulations.
<br /> 10.MISCELLANEOUS: Unless otherwise stated in an addendum hereto,the parties agree that(i)this Agreement and any related documents hereto may be authenticated by electronic means;(ii)the"original'of this Agreement shall be the
<br /> copy that bears your manual,facsimile,scanned or electronic signature and that also bears our manually or electronically signed signature and is held or contmlled by us;and(iii)to the extent this Agreement constitutes chattel paper(as
<br /> defined by the UCC),a security interest may only be created in the original. You agree not to raise as a defense to the enforcement of this Agreement or any related documents that you or we executed or authenticated such documents by
<br /> electronic or digital means or that you used facsimile or other electronic means to transmit your signature on such documents. Notwithstanding anything to the contrary herein,we reserve the right to require you to sign this Agreement or any
<br /> related documents hereto manually and to send to us the manually signed.duly executed documents via overnight courier on the same day that you send us the facsimile,scanned or electronic transmission ofthe documents. You agree to
<br /> execute any further documents that we may request to carry out the intents and purposes of this Agreement Whenever our consent is required,we may withhold or condition such consent in our sole discretion,except as otherwise expressly
<br /> stated herein.From time to time.Supplier may extend to us payment terms for Equipment financed under this Agreement that are more favorable than what has been quoted to you or the general public..and we may provide Supplier information
<br /> regarding this Agreement if Supplier has assigned or referred it to us. All notices shall be mailed or delivered by facsimile transmission or overnight courier to the respective parties at the addresses shown on this Agreement or such other
<br /> address as a parry may provide in writing from time to time. By providing us with a telephone number for a cellular phone or other wireless device,including a number that you later convert to a cellular number.you are expressly consenting to
<br /> receiving communications,including but not limited to prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system,from us and our affiliates and agents at that number.This express
<br /> consent applies to each such telephone number that you provide to us now or in the future and permits such calls for non-marketing purposes.Calls and messages may incur access fees from your cellular provider.You authorize us to make
<br /> non-material amendments(including completing and conforming the description of the Equipment)on any document in connection with this Agreement Unless stated otherwise herein,all other modifications to this Agreement must be in
<br /> writing and signed by each party or in a duly authenticated electronic record.This Agreement may not be modified by course of performance.
<br /> 11. WARRANTY DISCLAIMERS: WE ARE RENTING THE EQUIPMENT TO YOU"AS-IS." YOU HAVE SELECTED SUPPLIER AND THE EQUIPMENT BASED UPON YOUR OWN JUDGMENT. IN THE EVENT WE ASSIGN THIS
<br /> AGREEMENT,OUR ASSIGNEE DOES NOT TAKE RESPONSIBILITIES FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT. SUPPLIER IS NOT AN AGENT OF OURS AND WE ARE NOT AN AGENT OF SUPPLIER,
<br /> AND NOTHING SUPPLIER STATES OR DOES CAN AFFECT YOUR OBLIGATIONS HEREUNDER. YOU WILL MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY
<br /> SUPPLIER,LICENSOR OR MANUFACTURER,AND ANY FAILURE OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE YOUR OBLIGATIONS TO US UNDER THIS AGREEMENT.WE MAKE NO WARRANTIES,
<br /> EXPRESS OR IMPLIED,OF,AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR,MERCHANTABILITY,FITNESS FOR ANY PARTICULAR PURPOSE,CONDITION,QUALITY,ADEQUACY,TITLE,DATA ACCURACY,SYSTEM
<br /> INTEGRATION,FUNCTION,DEFECTS,INFRINGEMENT OR ANY OTHER ISSUE IN REGARD TO THE EQUIPMENT,ANY ASSOCIATED SOFTWARE AND ANY FINANCED ITEMS.SO LONG AS YOU ARE NOT IN DEFAULT UNDER
<br /> THIS AGREEMENT.WE ASSIGN TO YOU ANY WARRANTIES IN THE EQUIPMENT GIVEN TO US.
<br /> 12. LAW;JURY WAIVER: This Agreement will be governed by and construed in accordance with the law of the principal place of business of Owner or.if assigned.its assignee. You consent to jurisdiction and venue of any state or federal
<br /> court in the state of the Owner or,if assigned,its assignee has its principal place of business and waive the defense of inconvenient forum.For any action arising out of or relating to this Agreement or the Equipment,BOTH PARTIES WAIVE
<br /> ALL RIGHTS TO A TRIAL BY JURY.
<br /> 13. MAINTENANCE AND SUPPLIES: You have elected to enter into a separate arrangement with Supplier for maintenance,inspection,adjustment parts replacement drums,cleaning material required for proper operation and toner and
<br /> developer('Arrangement").You agree to pay all amounts owing under this Agreement regardless of any claim you have against Supplier relating to the Arrangement Supplier will be solely responsible for performing all services and providing
<br /> all supplies under the Arrangement You agree not to hold Owner(if different from Supplier)or any assignee of this Agreement responsible for Suppliers obligations under the Arrangement Asa convenienceto you,we wig provide you with
<br /> one invoice covering amounts owing under this Agreement and the Arrangement If necessary,Suppliers obligations to you under the Arrangement maybe assigned by us. You have been informed that a surge protector is recommended to
<br /> protect your electronic investment from harmful high voltage power disturbances.Said surge protectors should have network protection when connected in a network environment Units that provide network protection are available through
<br /> UBEO West LLC.You are responsible for providing manufacturer recommended adequate power supply.Check one of the following: ❑Purchased ❑Has existing ❑Declined and will be responsible for damage caused by not having
<br /> a surge protector. You agree to pay a monthly supply freight fee to cover the costs of shipping supplies to you. An image/scan is equal to a single sided 8.5'x 11'copy or print Each month,you are entitled to produce the minimum number
<br /> of images/scans shown on page 1 of this Agreement for each applicable image/scan type. Regardless of the number of images/scans made,you will never pay less than the minimum Payment You agree to provide periodic meter readings
<br /> on the Equipment If at any time during the term of this Agreement meter readings are not collected electronically there will be a$5 fee assessed per device,per month for the tern of this Agreement or unfit the meter readings are set-up
<br /> electronically. You agree to pay the applicable overage charge for each metered image/scan that exceeds the applicable minimum number of images/scans. Images/scans made on equipment marked as not financed under this Agreement
<br /> will be included in determining your image/scan and overage charges.At the end of the first year of this Agreement,and once each successive 12-month period thereafter,the maintenance and supplies portion of the Payment and the overage
<br /> charges maybe increased by a maximum of 15%of the existing payment or charge. If you have multiple devices at the installation address,which use the same supplies provided under this Agreement all devices using the same supplies
<br /> must be covered under an active agreement with Supplier.UBEO West LLC agrees not to disclose any customer information to manufacturers or competitors that is not required bylaw.
<br /> 14.EXCLUSIONS: Maintenance service under the Arrangement is contingent upon proper use of the device.The Arrangement does not include:a)Repairs resulting from causes other than normal use;your willful act,use of any paper stock
<br /> that does not meet device specifications,negligence or misuse including,without Imitation,damage to any part or mechanisms and/or use or supplies or spare parts not manufactured and/or use or supplies or spare parts not manufactured by
<br /> the original equipment manufacturer and which cause abnormally high service calls or service problems;accident,transportation,failure of electrical power,air conditioning or humidity control related problems,acts of nature(fire,flood etc.),
<br /> theft,or any other unusual circumstance.b)Repairs made necessary by service performed by personnel other than UBEO West LLC representative.c)Work which you requestto be performed outside regular business hours.d)Reconditioning
<br /> or modification to the Equipment except those specified by UBEO West LLC's Technical Service Department to assure greater performance of the Equipment e)Any and all work related to data flow between the covered device and your
<br /> computers,software or computer network;or work on your computers,software or computer network independent of the Equipment 0 Repairs to the Equipment that is past the manufactures end of service life.
<br /> 36241 (2017)(v2) Page 2 of 2 Rev.11/03/2022
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