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<br />j Off"iceSolutions
<br />DRAFT Cost Per Image Agreement
<br />I. MAINTENANCE AND SUPPLIES. The charges stated in the Agreement include charges for maintenance (from 8 a.m. to 5 p.m. local time, except
<br />weekends and holidays ("Regular Service Hours")), inspection, adjustment, parts replacement, cleaning material required for proper operation, and black toner and developer
<br />for such Equipment and may also include charges for such maintenance and supplies provided to You for the equipment (reflected on Schedule B). You must purchase paper
<br />and staples separately. Color toner and developer supplies will be provided for production of pages as shown, with 20% page coverage. Supplies required for production in
<br />excess of 20% page coverage will be invoiced separately.
<br />A. Equipment Eligible for Coverage. This only applies to the Equipment identified on Schedule B. You represent and warrant that, other than as set
<br />forth Schedule B there is no other equipment located at Your site(s) that is using Our supplied toner and ink consumables. All equipment using Our supplied toner and ink
<br />consumables must be included in Schedule B. To the best of Your knowledge, there are no equipment conditions that do not meet manufacturer's specifications ("Pre-
<br />Existing Conditions"), other than those specifically identified in Schedule B.
<br />B. Definition of Services Provided. We agree (a) to perform only those repairs involving worn Equipment components that have failed during ordinary
<br />use of the Equipment under normal operating conditions (trays, covers and other non-consumable parts are not covered), (b) to provide regularly scheduled maintenance with
<br />respect to the Equipment, and (c) to supply You with all toner and ink consumables required to operate the Equipment. Requests for services outside of Regular Service
<br />Hours will be provided on a best effort basis at Our prevailing time and material hourly rate. Such charges for services outside of Regular Service Hours are in addition to the
<br />prepaid Minimum Monthly Payment. This Agreement does not cover after-hours service, shop overhauls, and service made necessary by accident, fire, water or natural
<br />disasters.
<br />C. Access to Equipment. We shall have the right to access Your site and any other of Your premises that may house Equipment upon reasonable notice
<br />for access with Your supervision during regular work hours. We reserve the right to invoice You at Our prevailing time and material hourly rate, separate from the Minimum
<br />Monthly Payment, when access to the Equipment is denied for greater than fifteen (15) minutes, when You initiated the request for service. We shall apply an estimated
<br />monthly page volume to any and all Equipment that cannot be accessed for page count recording purposes.
<br />D. Authorized Maintenance Providers. We, at Our discretion, may authorize Our approved maintenance subcontractors or approved service providers
<br />to perform maintenance and repairs to the Equipment. In cases where We manage Your third party service agreement on your behalf, then all sums currently due under that
<br />agreement must be paid in full before We will assume any obligation or responsibility.
<br />E. Repair Responsibility. Our responsibility ceases if persons make repairs to the Equipment other than Our authorized representative or subcontractor.
<br />It also ceases if competitive supplies are used, or if the damage occurs as a result of Your abuse or improper handling.
<br />F. Ownership and Control of Toner and Ink Consumables. All toner and ink consumables supplies provided under this Agreement shall at all times
<br />remain the property of Us. You may use the toner and ink consumables pursuant to the terms of this Agreement, but You shall not have any ownership rights in or to the toner
<br />or ink consumables. You shall promptly return to Us all empty consumables supplied by Us under this Agreement. Your failure to return the number of empty consumables to
<br />Us equal to those delivered during the term of this Agreement will result in a lost consumables surcharge equal to the current replacement value of the lost consumable. In the
<br />event of Your default, You shall promptly return all toner and ink consumables to Us. You shall not be charged for any toner or ink consumables in use upon the expiration of
<br />this Agreement. Any toner or ink consumables not returned shall be billed by Us to You at the prevailing cartridge retail purchase price. The ordering of consumables
<br />significantly in excess of the number of prints produced may be charged to You by Us.
<br />G. Additional Equipment and Right of Inspection. You shall notify Us promptly upon installing any additional equipment ("Additional Equipment") at
<br />Your site capable of using Our supplied toner and ink consumables. Equipment installed subsequent to the date of this Agreement will be evaluated by Us, and included in, or
<br />excluded from, this Agreement at the mutual agreement of the parties.
<br />Additional Equipment deemed included in the Agreement by Us shall be added to Schedule B and will automatically be covered by and considered Equipment under the terms
<br />of this Agreement. Billings or surcharges for Additional Equipment output will be reflected in the billing cycle immediately following the billing cycle in which the Additional
<br />Equipment is installed. If You add Additional Equipment the Minimum Monthly Payment may be adjusted accordingly at Our sole discretion.
<br />If any such Additional Equipment is used equipment, You represent and warrant to Us that, except for Pre-Existing Conditions duly disclosed to Us prior to such Additional
<br />Equipment being covered by this Agreement, all of the Additional Equipment shall, on the date such coverage commences, be in good working order. We shall be entitled to
<br />take a physical inventory of the Additional Equipment upon or prior to its being covered by this Agreement to determine whether they are in working order. In the event, as of
<br />the date coverage commences under this Agreement, any Additional Equipment is not in good working order, You shall have such Additional Equipment repaired at Your sole
<br />expense and, until such Additional Equipment is so repaired, any Additional Equipment with Pre-Existing Conditions shall not be covered under this Agreement. An initial
<br />meter reading of zero (0) is agreed, unless You provide timely information to the contrary, for any Additional Equipment that meets the conditions of G.1.
<br />II. WARRANTY. Notwithstanding anything in this Agreement to the contrary, We warrant (a) that all personnel performing services hereunder by or on behalf of
<br />Us will have appropriate training and experience and (b) all equipment is in accordance with industry standards, and all supplies and materials are of good quality. Without
<br />limiting the generality of the foregoing (and without limiting any obligation of Us to make repairs under this Agreement), You expressly agree and acknowledge that in no event
<br />shall any manufacturer's warranty, including but not limited to any implied warranty of merchantability, and fitness for a particular purpose, be deemed given by or otherwise
<br />transferred or applied to Us. If Your notify Us within ninety (90) days from performance of the services that the services or a part thereof fails to conform to the standards
<br />specified herein, Your sole and exclusive remedy is that We shall promptly repair, replace or re-perform the non-conforming services.
<br />III. TRACKING SOFTWARE.
<br />A. If Tracking Software is involved, You grant Permission to Install and Maintain Tracking Software. We own software ("Tracking Software") that
<br />enables Us to monitor the usage of, and the copy count produced on, the Equipment. You agree that We shall have the right, at any time during the term of this Agreement, to
<br />install the Tracking Software on one or more of Your computer networked station(s). You agree to provide Us, during normal business hours, access to Your computer-
<br />networked station(s) to enable Us to upgrade, modify or maintain the Tracking Software or to install new releases or additions to the Tracking Software. Under no
<br />circumstances will the Tracking Software provide Us access to Your information other than information directly related to this Agreement. You agree to not delete or remove
<br />the Tracking Software or to alter, modify or otherwise render it unusable during the term of this Agreement without the prior written consent of Us. If You disagree, then We
<br />retain the right to invoice You the prevailing hourly billable rate for labor required to obtain meter readings, per meter reading cycle.
<br />B. No License, other Prohibitions. Nothing herein shall be construed as granting a license to You for the use of the Tracking Software. You may not, nor
<br />may You permit or cause any other person to (a) use or copy the Tracking Software, in whole or in part, in any manner, (b) modify, translate, reverse engineer, decompile or
<br />dissemble the Tracking Software, (c) rent, lease, loan, resell, distribute, use in a customer-server network to provide third parties access to, or otherwise transfer the Tracking
<br />Software, or (d) remove any proprietary notices on the Tracking Software.
<br />C. Intellectual Property Rights. All rights (including all intellectual property rights, whether recognized currently or in the future) in and to the Tracking
<br />Software (including any source code, executable code, object code, tools and/or libraries related to the Tracking Software) will at all times be owned by Us. No modifications
<br />and/or use by You of the Tracking Software shall under any circumstances transfer any right, title or interest in or to the Tracking Software to You or any third party.
<br />D. Tracking Software Warranty, Liability. You acknowledge that the Tracking Software will be installed on Your networked workstation(s) "as is" without
<br />warranty of any kind, either express or implied, including the implied warranties of merchantability, and fitness for a particular purpose. We do not warrant that the Tracking
<br />Software will be error free or will operate without interruption. We shall in no event be liable to You for any special, consequential, incidental or indirect damages in connection
<br />with the Tracking Software. If the software is found to cause issues on Your network, and these issues can be reasonably associated to the installation of the software through
<br />uniform software testing and tracing methodologies, Our liability will be limited to the removal of said Tracking Software from Your environment.
<br />IV. MISCELLANEOUS.
<br />A. Software. Performance issues related to Software and/or connectivity are not covered under the terms of this Agreement. Any warranties related to
<br />Software will be those offered by the manufacturer and will be passed directly to the user.
<br />B. Software/Hardware. Connectivity and performance issues related to Software and non-standard hardware are not covered under the terms of this
<br />Agreement. Any warranties related to these solutions, which include but are not be limited to: HP Digital Sending Software, Web Jet Admin, Auto Store, any OCR software,
<br />computers and scanners, will be those offered by the manufacturer and passed directly to the user. Operation and configuration of the Software will be the responsibility of
<br />You after initial install and operation test of (1) "Send To" folder is completed by Us.
<br />25D-23
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