C3 OFFICE SOLUTIONS - 2012 - Laserfiche WebLink

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1. GENERAL SCOPE OF COVERAGE This Agreement covers both the labor and the material for adjustments, repair and replacements of parts ( "Maintenance ") as required by normal use of the equipment Identified on the front page of this Agreement ( "Equipment'). Maintenance does not cover charges for installation, relocating or de- installation of the Equipment. Service necessary to repair damage to the Equipment caused by misuse, abuse, negligence, attachment of unauthorized components, accessories or parts, use of substandard facsimile (thermal) paper or substandard supplies, other causes beyond the control of C3 Oltfice Solutions or such causes which would void the Equipments' warranty are not covered by this Agreement. Any such repairs identified in the proceeding sentence shall be separately billed to customer and may lead to the termination of this Agreement. In addition, C3 Offfice Solutions may terminate this Agreement if the equipment is modified, damaged, altered or serviced by personnel other than the C3 Offfice Solutions Authorized Personnel, or if parts, accessories or components not meeting machine specifications are titled to the Equipment. Maintenance shall not cover charges for repairs needed as a result of Customer or third party modifications to software or hardware. 2. MAINTENANCE VISITS Maintenance visits will be made during standard weekday business hours at the address shown on the first page of this Agreement. Maintenance visits requested for holidays, weekends or after standard business hours may result in additional charges for travel and labor pursuant to C3 Offfice Solutions standard overtime rates In effect at the time Maintenance visit. Maintenance performed during a Maintenance visit includes lubrication and cleaning of the Equipment and the adjustment, repair or replacement of parts described below. 3. REPAIR AND REPLACEMENT OF PARTS, All parts necessary for proper operation of the Equipment requiring replacement due to normal wear and tear, subject to the general scope of coverage, will be furnished free of charge during a service call. 4. MAJOR REPAIRS AND UPGRADES Major repairs resulting from misuses of the product. overall failure of the Equipment resulting from the normal end of fife cycle of the Equipment and other repairs requiring more than customary repair and part replacements shall not be considered covered Maintenance. C3 Office Solutions reserves the right to cancel the maintenance agreement, should customer misuse or abuse the intended features of the device. 5. USE OF C3 Offfice Solutions SUPPLIES Customer is not obligated to use C3 Offfice Solutions approved supplies under this Agreement. If, however, the Customer uses other than C3 Offfice Solutions approved supplies (other than paper) and such supplies result In damage to the device, C3 Offfce Solutions may, at its discretion, assess a surcharge or terminate this Agreement. 8 C3 Offfice Solutions terminates this Agreement, C3 Offfice Solutions may make service available on a "Per Call" basis based upon C3 Ofilice Solutions standard rates in effect at the time of service . 6. SUPPLIES Supplies selected, ff any, on the front of this Agreement ('Supplies'), shall be included under this Agreement. C3 Offfice Solutions will provide such selected Supplies to the Customer based upon normal yields. Supplies provided are for use with the Equipment covered by this Agreement only and are not for resale or for use with other equipment. If the Customer's usage of the Supplies exceeds the normal yields for the Equipment being serviced, C3 Offfice Solutions will Invoice and the Customer agrees to pay, for the excess supplies at C3 Offfice Solutions current retail prices then In effect. C3 Office Solutions reserves the right to charge for supplies and freight. Normal yield is defined as the published Industry standard yield for the product model covered under this Agreement. 7. ELECTRICAL REOUIRMENTS In order to insure optimum performance of the Equipment, Customer must comply with all Sharp required electrical specification, including but not limited to use of designated circuit and outlets and required voltage requirements. These power standards are required by UL and/or local safety regulations. C3 Office Solutions can cancel the agreement should customer not comply with C3 Office Solutions recommended electrical requirements 8. CHARGES The initial charge for Maintenance under this Agreement is non- refundable and shall be the amount set forth on the first page of this Agreement. The annual maintenance fee with respect to any renewal term, will be charged at the time of tern renewal. Customer shall be charged according to the payment cycle Indicated on the front page of this Agreement. Customer shall pay all charges within ten (10) days of the due date. Excess late charges over 60 days, will result in late charges equal to 5% of Invoice. C3 Office Solutions reserves the right to cancel this Agreement upon written notice to the Customer, or C3 Office Solutions may charge (and Customer hereby agrees to pay) a fair and reasonable upcharge for continued service. Rates are fixed for the term of the contract. 9. METER READING Customer is obligated to provide meter reading(s) in a timely manner upon request. If the Customer fails or refuses to provide the meter reading in a timely manner, C3 Office Solutions may estimate the meter based upon previous billing and service meter readings. The estimated meter will then be applied in the same manner as if the meter had been supplied by the Customer and the Customer agrees to pay any overage charges that may result from the estimated meter reading. 10. TERM This Agreement shall become effective upon C3 Offfice Solutions receipt from Customer of the initial non - refundable maintenance charge if applicable, as set forth on the first page of this Agreement, or for such Customers that are to be billed in arrears, upon the date indicated in the 'Start Date' portion of the first page of this Agreement. The term of this Agreement shall be as specified on the first page of this Agreement. 11. EVENT OF DEFAULT AND TERMINATION The Customer's failure to pay any amount due under this Agreement, or breach of any other obligation herein shall constitute an Event of Default. Upon an Event of Default, C3 Offfice Solutions may in its discretion take any one or more of the following actions: (1) cease performing all Maintenance or any other service under this Agreement; (II) fumish Maintenance or service upon a prepaid, 'Per Call" basis; and/or (iii) terminate this Agreement. Customer shall be obligated to pay any amounts due and owing to C3 Offfice Solutions within (10) days of the expiration or termination of this Agreement. Customer, upon payment of all such amounts due, shall thereafter have no further liability or obligation to C3 Offfice Solutions whatsoever for any further fees or expenses arising hereunder. 12. INDEMNITY Customer shall Indemnify, save and hold C3 Offfice Solutions, its affiliates, officers, directors, shareholders, employees, agents and representatives and its and their successors and assigns ( "C3 Offfice Solutions Parties') harmless from and against any liability, loss cost, expense or damage whatsoever caused by reason of any breach of this Agreement by Customer or by reason of any injury, whether to body, property or business or to any other person by reason of any act, neglect, omission or default by Customer. C3 Offfice Solutions shall be entitled to recover from Customer all costs and expenses including Without limitation, attorney's fees and disbursement, incurred by C3 Offfice Solutions in connection with actions taken by C3 Offfice Solutions or its representatives (1) to enforce any provision of this Agreement; (it) to effect any payments or collections provided for herein; (iii) to institute, maintain, preserve, enforce and foreclose on SOS's security interest in or lien on the goods, whether through judicial proceedings or otherwise. 13. ENTIRE AGREEMENT This constitutes the entire Agreement between the parties relating to the subject matter hereof. Any modifications to this Agreement must be in writing and signed by both parties 14. SUCESSORS AND ASSIGNS; TERMINATION Neither party may assign this Agreement or any of its rights or obligations hereunder, without the prior written approval of the other party, which will not be unreasonably withheld, except that either party may assign its obligations and rights to a wholly owned subsidiary, parent corporation, or entity under the same ownership, operation or control. 15. SEVERABILITY If any provision In this Agreement is held invalid or unenforceable by a body of competent jurisdiction, such provision will be construed, limited or, it necessary, severed to the extent necessary to eliminate such invalidity or unenforceability. The Parties agree to negotiate In good faith a valid, enforceable substitute provision that most nearly affects the Parties' original Intent In entering Into this Agreement or to provide an equitable adjustment In the event no such provision can be added. The other provision of this Agreement shall remain in full force and effect 16. COUNTERPARTS AND FACSIMILE SIGNATURES This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which together shall constitute one Agreement binding on all parties hereto, notwithstanding, that all the parties have not signed the same counterpart, A taxed signature of this Agreement bearing authorized signatures may be treated as an original. 17. JURISDICTION All parties hereby consent to the exclusive jurisdiction 'Of the Federal Courts located in CA and the State Courts located in CA in any proceeding arising out of or relating to this Agreement