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Neopost - 2013 Agreement for postage machineMa i l Fi n a n ce Government Product Lease Agreement
A Ncapsst USA Ccrepany Sec with Meter Rental Agreement
Section (A) Dealer Information
Dealer Olbce NUmem Dealer Office Name: Prom e: Dale SubmneQ
9300 1 Neopost Northwest 800 910 7678 1 10/412013
Section (B) Billing Information Section (C) Installation Information (if different than Billing Information)
Company Name (Full legal name):
Quantity
City of Gilroy
Description (Include Serial Number, if applicable ❑ See additional listed products on attached continuation schedule.
OP.A
1
Billing Address:
Neopost IS 480 with 101b scale, differential weighing
7351 Rosanna Street
1
asking City:
star.:
TiPCoda.4:
Gilroy
CA
95020 6141
EBrg Conti el Name.
Conlacl Phone Number.
In a Alonzo
408 846 0232
Biting Contact Title:
Coded Fax Windier.
Purchasing Coordinator
see page 2 for PO address
Billing C.m.cl email Addias%
Purchase Order Number.
Inga.AIonzo@cLgiIroy.ca.us
Company Name (Fug legal name):
Quantity
City Of Gilroy
Description (Include Serial Number, if applicable ❑ See additional listed products on attached continuation schedule.
DBA:
1
Installation Address (No PO Boxes or General Delivery):
Neopost IS 480 with 101b scale, differential weighing
7351 Rosanna Street
1
Installation City:
state:
Zip Code. 4:
Gilroy
CA
95020 6141
Installation Contact Name:
Phone Number.
In a Alonzo
408 846 0232
loslaffatkn Contact Title:
Fax Number.
Purchasing Coordinator
see page 2 for PO address
Installation Contact entail Address:
In a.Alor c). ilro .ca.us
Section (D) Products
S action (E) Lease Payment Information 8 Lease Payment Schedule
Quantity
Model/ Part Number
Description (Include Serial Number, if applicable ❑ See additional listed products on attached continuation schedule.
r
1
IS480
Neopost IS 480 with 101b scale, differential weighing
2
1
IS480ERR
Neopost ERR Feature Activation Kit including Barcode Scanner
3
51
305.93
Certificate attached.
4
Online E- Services with Electronic Return Receipt
Alfach ACH
'••"e .. "SCA PRICING, MAINTENANCE INCLUDED FIRST 12 MONTHS '• " "e` ""
5
Next
Aerhodzalb. Letter
see page 2 for PO address
S action (E) Lease Payment Information 8 Lease Payment Schedule
Section (F) ACH Direct Debit for Lease Payments (Attach Voided Check)
Bank Name
Bank Comacl Name
Bahr City. state
MonWYPayment
Tax Status:
Period
S of Months
(plus applicable taxes)
First
12
232.89
N Taxable
x-
❑ TaEii
Next
51
305.93
Certificate attached.
Billing Frequency:
Online E- Services with Electronic Return Receipt
Alfach ACH
Attach USPS CPU
❑ Monthly
Next
Aerhodzalb. Letter
Maintenance ® Installation l Training
N Quarterly
❑ Annually
Next
Billing Math ad:
N Standard
Current Lease Number.
❑ Government
Payment in Anears
No-, Lease Number.
Section (F) ACH Direct Debit for Lease Payments (Attach Voided Check)
Bank Name
Bank Comacl Name
Bahr City. state
Bank Contact Phone Number
Bank Routing Number
Bank Account Number
section
Section (G) Postage Meter S Postage Funding Information
Main Post Office Name:
N
Past ice &Digit Zip Coda:
Pedago Funding Melnod,
❑
Postage Funding Acount
❑ Bill Rae
❑ OMAS /CPU
❑ POC ❑ TMS
❑ Prepay by Check
OMAS Agency Cade
❑ New ❑ Existing
❑
Eliding Account Number
❑ ACH Debit
N
Online E- Services with Electronic Return Receipt
Alfach ACH
Attach USPS CPU
software are Advantage Covered Product
Authorization Form
Aerhodzalb. Letter
Maintenance ® Installation l Training
Section (H) Services
Rate Protection:
N
ONine Postal Rates Covered Product
❑
RCP (Shipped Update)
❑
None
(Meter Apps:
❑
.Online Postal Expense Management
❑
Online EServices '
N
Online E- Services with Electronic Return Receipt
Software:
E3
software are Advantage Covered Product
Dealer Services:
N
Maintenance ® Installation l Training
Existing customers who currently fund me Postage account by ACH Debit will not be converted to neoFundsrrotalFunds undess Initialed here
ThIs3licuipment cent wit of a Government Product Lease rLeasel nds Account Age Inc.: and a Postage Meter Rental Agreement rRenW Ates an offer le, antl an norme Services and
phliabl nee oche vag Neopost USA Inc.: and a neoF at you a e re Acwunead. and agreeh Mallroom Finance, Ina ndur signature constitutes an rGav a enter into me Lease and, o
a - gable, he Debar agreements, and fie novdedges that you have receiand, that y and agree to all to sign t applicable [eons and conditions (of the stamerfid Leased above. , The are also
ova a e : /Nnvw.ne000stusa.com/1¢t.Wler, larGovLea bove 1]. rift and that on are authorized to sign the agreements on behalf of the customer Identified above. 771e applicable
agree n I become binding on the cam Its Idenbfetl above a gecen eulhorized in��tl(fi-'v'itlual ecpcOep�ls your ooffe�r by�s�igTning beloow' when the equi ae 11 shipped to you. or
J a HOKA r 0 l:tA ftK O I
Awnonz signanme Prim NamearvI Title to Acc d
MailFinance Inc. • 478 Wheelers Farms Road . Milford, CT 06461
Dealer Government Lease Form GL51186e -07/13 Terms Revision R -06 -13
Mail Finance
A Ncopasl USA Camp.ry
Section (Q) Product Continuation Schedule (continued)
Product Lease Agreement
with Meter Rental Agreement
Government Product Lease Agreement Continuation Schedule
MailFinance Inc.. 478 Wheelers Farms Road • Milford, CT 06461
Dealer Government Lease Form GL51186e -07/13 Terms Revision R -06 -13
Quanfity
Model! Part Number
Description (Include Serial Number, It applicable)
8
EQUIPMENT MAINTENANCE INCLUDED YEAR ONE NO CHARGE
7
MONTHS 13 -63 OPTIONAL
e
9
Purchase Orders for equipment being LEASED from Neopost
10
MailFinance Inc.
11
FEIN 94- 2984524
12
478 Wheelers Farms Road
13
Milford, CT 06461
14
PH: 1- 800- NEOPOST
15
FAX: 1 -510- 880 -8800
in
URL: www. neopostinc.com /NAGA/Government- Accounts
17
18
19
20
21
22
23
24
25
25
2]
28
29
30
31
32
u
34
35
ft
Government Product Lease Agreement Continuation Schedule
MailFinance Inc.. 478 Wheelers Farms Road • Milford, CT 06461
Dealer Government Lease Form GL51186e -07/13 Terms Revision R -06 -13
' I I/ st IN-Series Upgrade
neoposOrm CITY OF GILROY
Due to the introduction of the IN- Series mailing system and the discontinuance
of the IS -400 series mailing machine, we want to provide you this free
upgrade to the New IN -750 System.
INl- Series Free Upgrade
Business Name (same on lease) : City of Gilroy
Customer Contact Name :Incla Alonzo
Signed by:
Date: 10/4/2013
Installation Address, Street: 7351 Rosanna Street
City: Gilroy ST: CA ZIP: 95020 -6141
Please provide this certificate to you sales representative to receive this free upgrade.
IS -400 Series System: IS -480
IN- Series System Upgrade: IN -750
George Harvey
Director, Product Marketing, Mailing Systems
neop®Str TERMS 8c CONDITIONS
GOVERNMENT PRODUCT LEASE AGREEMENT an
In this Product Lease (the "Lease "), the words "You" and
"Your" mean the lessee, which is Order Form the entity that is
identified as the Customer on the Government Product Lease
Agreement Order Form ( "Order Form "). "We," "Us" and
"Our" mean the lessor, MailFinance Inc. "Supplier' refers to
either Neopost USA Inc., or any other third party that has
manufactured, or is providing services related lo, the Products.
1. Lease of Products. THIS LEASE IS
UNCONDITIONAL AND NON - CANCELABLE (except as
provided in Section 24, below) during the Initial Term (as
defined below). You agree to lease from Us the equipment,
embedded software, Software, and other products listed on the
Order Form, together with all existing and future accessories,
embedded software programs, attachments, replacements,
updates, additions and repairs, (collectively the "Products ")
upon the terms stated herein. For the avoidance of doubt,
postage meters for use in mailing machines are excluded from
the definition of Products. The term "Software' means any
software that is subject to this Lease, other than software
programs that are embedded in the hardware. Software is
subject to the additional terms as may be provided by the
Supplier.
2. Promise to Pay. You promise to pay to Us the lease
payment shown on the Order Form ( "Lease Payment ") in
accordance with the payment schedule set forth thereon, plus
all other amounts stated in this Lease.
3. Initial Tern; Renewal.
3.1 FNIV Lease. The Initial Term of this Lease
will begin on the date the Products are installed and will
continue for the number of months shown on the applicable
Order Form ("Initial Term "). Unless You have opted for an
LTOP Lease as described in Section 23, You must notify Us
in writing at least thirty (30) days before the end of the Initial
Term that You intend to either (i) return the Products at the
end of the Initial Term; or (ii) purchase the Products pursuant
to Section 22. If You have not opted for an LTOP lease and
You fail to give us such notice, then this Lease will
automatically renew for consecutive periods of one (1) month
each (each a "Renewal Period "). The amount You pay for the
Products will remain unchanged during each Renewal Period.
We will not notify You that the Initial Term or any Renewal
Period is ending. You may terminate this Lease at the
conclusion of any Renewal Period by giving Us thirty (30)
days prior written notice of Your intent to do so. If You notify
Us in writing that You intend to terminate the Lease, as set
forth above, You shall either return the Products pursuant to
Section.12 of this Lease or purchase the products pursuant to
Section 22.
3.2 LTOP Lease. If you have opted for an
LTOP Lease as described in Section 23, then the term of this
Lease will begin on the date the Products are installed and will
continue for the number of months shown on the applicable
Order Form ("Initial Term"). At the conclusion of the Initial
Term of an LTOP Lease, we shall (i) transfer title of all
hardware Products to You as set forth in Section 23; and (ii)
Your license to use any .Software Products shall continue
without the need to make any further license payments to Us.
4. Payments. Lease Payments, and other charges provided
for herein, are payable in arrears periodically as stated on the
Order Form ( "Lease Payment"). You agree to make Lease
Payments to Us at the address specified on Our invoices, or at
Page 1 or 6
y other place designated by Us within thirty (30) days of the
date of Our invoice.
5. Delivery and Location of Products. The Products will
be delivered to You at the delivery address specified on the
Order Form ( "Delivery Address ") or, if no such location is
specified, to Your invoice address. Your acceptance of the
Products occurs upon delivery of the Products. You shall not
remove the Products from the Delivery Address unless You
first get Our written permission to do so.
6. Ownership, Use, and Maintenance of Products. We
will own and have title to the Products during the Lease. You
agree that the Products are and shall remain Our personal
property. You authorize Us to record (and amend, if
appropriate) a UCC financing statement to protect Our
interests. You represent that the Products will be used solely
for commercial purposes and not for personal, family or
household purposes. At Your own cost, You agree to
maintain the Products in accordance with the applicable
operation manuals and to keep the Products in good working
order, ordinary wear and tear excepted.
7. Assignment of Supplier's Warranties. We hereby
assign to You any warranties relating to the Products that We
may have received from the Supplier.
S. Relationship of the Parties. You agree that You, not
We, selected the Products and the Supplier, and that We are a
separate company from the Supplier and that the Supplier is
not Our agent. IF YOU ARE A PARTY TO ANY POSTAGE
METER RENTAL, MAINTENANCE, SERVICE, SUPPLIES
OR OTHER CONTRACT WITH ANY SUPPLIER, WE ARE
NOT A PARTY THERETO, AND SUCH CONTRACT IS
NOT PART OF THIS LEASE (EVEN THOUGH WE MAY,
AS A CONVENIENCE TO YOU AND THE SUPPLIER,
BILL AND COLLECT MONIES OWED BY YOU TO
THEM).
9. Default. You will be in default under this Lease if You
fail to pay any amount within ten (10) days of the due date or
fail to perform or observe any other obligation in this Lease.
If You default, We may, without notice to You, do any one or
more of the following, at Our option, concurrently or
separately: (A) cancel this Lease; (B) require You to return the
Products pursuant to Section 12 below; (C) take possession of
and/or render the Products unusable, and for such purposes
You hereby authorize Us and Our designees to enter Your
premises, with prior reasonable notice or other process of law;
and (D) require You to pay to Us, on demand as liquidated
damages and not as a penalty, an amount equal to the sum of:
(i) all Lease Payments and other amounts then due and past
due, (ii) all remaining Lease Payments for the then - current
term, together with any taxes due or to become due during
such term (which You agree is a reasonable estimate of Our
damages); and (iii) in the event that You failed to promptly
return the Products to Us, an amount equal to the remaining
value of the Products at the end of the then - current term, as
reasonably determined by Us. You shall also pay all Our costs
in enforcing Our rights under this Lease, including reasonable
attorneys' fees and expenses that We incur to take possession,
store, repair, or dispose of the Products, as well as any other
expenses that We may incur to collect amounts owed to Us.
We are not required to re -lease or sell the Products it We
repossess them. These remedies shall be cumulative and not
exclusive, and shall be in addition to any and all other
remedies available to Us.
Dealer Government Lease version: DealerGovLease -06-13
i
NEOPOST USA 1 478 WHEELERS FARMS ROAD I I41_LFORD, CT 06461 I TEL: 203.301.3400 I FAX 203.301.2600
r!
neop®st�t'TERMS & COND
10. Finance Lease. You agree that this Lease is a "finance
lease" as defined in Article 2A of the Uniform Commercial
Code ("UCC" ). To the extent permitted by law, You hereby
waive any and all rights and remedies conferred upon You
under UCC Sections 2A303 and 2A -50S through 2A -532, or
any similar laws.
11. Loss; Damage; Insurance. You shall: (i) bear the risk of
loss and damage to the Product(s) for the Initial Term and any
Renewal Period; and (ii) keep the Product(s) insured, at Your
expense, against all risks of loss and damage in an amount at
least equal to its full replacement cost.
12. Return of Products. Unless You take title to the
hardware Products pursuant to Section 22 or Section 23, then
You are required to return the Products under this Lease. In
such a case, at the end of the Lease, You shall, after receiving
an Equipment Return Authorization ( "ERA") number from
Us, promptly send the Products, at Your expense, to any
location(s) that We designate, . in addition to paying Us Our
then - applicable processing fee. The Products must be properly
packed for shipment with the ERA number clearly visible,
freight prepaid and fully insured, and must be received in good
condition, less normal wear and tear.
13. Assignment. YOU SHALL NOT SELL, TRANSFER,
ASSIGN, SUBLEASE, PLEDGE OR OTHERWISE
ENCITriVIBER (COLLECTIVELY, "TRANSFER ") THE
PRODUCTS OR THIS LEASE IN, WHOLE OR IN
PART.
14. Disclaimer of Warranties. WE MAKE NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, REGARDING ANY MATTER
WHATSOEVER, INCLUDING, BUT NOT LIMITED TO,
THE SUITABILITY OF THE PRODUCT(S), ITS
CONDITION, ITS MERCHANTABILITY, ITS FITNESS
FOR A PARTICULAR PURPOSE, ITS FREEDOM FROM
INFRINGEMENT, OR OTHERWISE. WE PROVIDE THE
PRODUCTS TO YOU "AS IS, "WHERE IS" AND "WITH
ALL FAULTS."
15. Limitation of Liability. WE SHALL NOT BE LIABLE
TO YOU AND YOU SHALL NOT MAKE A CLAIM
AGAINST US FOR ANY LOSS, DAMAGE (INCLUDING
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES), OR EXPENSE OF ANY KIND ARISING
DIRECTLY OR INDIRECTLY FROM THE DELIVERY,
INSTALLATION, USE, RETURN, LOSS OF USE,
DEFECT, MALFUNCTION, OR ANY OTHER MATTER
RELATING TO THE PRODUCTS (COLLECTIVELY,
"PRODUCT MATTERS "). NOTWITHSTANDING ANY
OTHER PROVISION OF THIS LEASE, EXCEPT FOR
DIRECT DAMAGES RESULTING FROM PERSONAL
INJURY OR DAMAGE TO TANGIBLE PROPERTY
CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, THE MAXIMUM OUR LIABILITY TO
YOU FOR - DAMAGES HEREUNDER SHALL NOT
EXCEED THE TOTAL OF THE AMOUNTS PAID TO US
HEREUNDER BY YOU.
16. Notice. All notices, requests and other communications
hereunder shall be in writing, and shall be addressed to You or
Us, as applicable and shall be considered given when (i.)
delivered personally, or (ii.) sent by commercial overnight
courier with written confirmation of delivery.
17. Integration. The Lease represents the final and only
agreement between You and Us. There are no unwritten oral
agreements between You.and Us. The Lease can be changed
Page 2 of 6
ITIONS
only by a written agreement between You and Us. Any
additional terms and conditions referenced on any Purchase
Order shall,be void and have no effect on this Lease.
18. Severability. In the event any provision of this Lease
shall be deemed to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired
thereby. The parties agree to replace any invalid provision
with a valid provision, which most closely approximates the
intent and economic effect of the invalid provision.
19. Waiver or Delay. A waiver of any default hereunder or
of anv term or condition of this Lease shall not be deemed to
be a continuing waiver or a waiver of any other default or any
other term or condition, but shall apply solely to the instance
to which such waiver is directed. We may accept late
payments, partial payments, checks, or money orders marked
"payment in full," or with a similar notation, without
compromising any rights under this Lease.
20. Survival of Obligations. Your obligations under this
Lease shall survive any expiration or termination of any
government procurement contract that may be related to it.
Any obligations and duties which by their nature extend
beyond the expiration or termination of this Lease shall
survive the expiration or termination of this Lease.
21. Choice of Law; Venue; and Attorney's Fees. This
six Lease shall be construed in accordance with, and all disputes
hereunder shall be governed by, the laws of the State of CP
Gonnesticut, . excluding its conflict of law rules. The state and
V federal courts in County in the State of C�rtllemicnt
shall have the exclusive 'urisdic[ion and venue over all -.{{
controversies arising out o , or relating to, this Lease. The 3
prevailing party shall be entiflvil to an award of reasonable
attorney's fees and costs and the ourt shall be authorized to
award such amounts. m+rkClOra,
22. FnIV Leases. If this Lease is a fair market value lease,
as indicated by the lease rate that has been used by Us to �nl
calculate Your Lease Payment then, unless You are in default,
You may elect to�purchase the hardware Products at the end of
this Lease on an "as is, where is" basis for their fair market
value, as reasonably determined by Us. In the event that You
elect to do so, You must give us sixty (60) days prior written
notice of Your election to purchase such Products.
23. LTOP Leases. If this Lease is a lease to purchase, as
indicated by the lease rate that has been used by Us to
calculate Your Lease Payments then, at the end of the Initial
Term and after You Have made all of the Lease Payments, We
shall transfer title to all hardware Products that are subject to
this Lease to You on an "as is, where is" basis.
24. Termination.
24.1 Non - Appropriation.
a. You warrant and represent that You intend
to enter into this Lease for at least the entire Initial Term and
that You are doing so for an essential government purpose.
You agreethat, prior to the expiration of the Initial Term, you
shall not terminate this.Lease in order to obtain the same or
similar Products from another vendor.
b. You may terminate this Lease at the end of
Your current fiscal year, oral the end of any subsequent fiscal
year, if appropriated funds are not available to You for the
Lease Payments that will be due in the next fiscal year. In the
event of such a non - appropriation, then You shall provide
written notice to Us that states:
Dealer Government Lease Verslon: DealerGovLease -06 -13
NEOPOSTUSA 10811HEEL_ERSFARhISR0A0 I t41LFOR0,CT06461 I TEL•203.301.3400 I FAX:203.301.2600
neopoW:.TERMS &CONDITIONS
Sufficient funds have not been and will not
be appropriated for the remaining payments
due under the Lease. I confirm that we will
not replace the Products with similar
equipment from any other party in the
succeeding fiscal year.
21.2 Convenience. You may terminate this
Lease at anytime and for any reason or for no reason
("Termination for Convenience' ); provided that You comply
with the provisions of this paragraph. In the event of a
Termination for Convenience, You shall pay Us a termination
charge equal to the net present value of the periodic payments
remaining in the Initial Term or, if applicable, the then - current
Renewal Tenn, discounted to the present value at an interest
rate equal to six percent (6 %) per annum. Such amount must
be received by Us within thirty (30) days of the effective date
of the termination.
25. Additional Postage Meter Terms. If the Products
require.a postage meter, then You agree that Neopost USA's
Postage Meter Rental Agreement shall govern your rental of
such postage meter.
POSTAGE METER RENTAL AGREEMENT
1. Incorporation of Certain Terms. Customer
acknowledges that: (i) it has entered a Government Product
Lease Agreement with MailFinance Inc. (the "Lease'); and (ii)
if the Products that are subject to the Lease includes a mailing
machine, then the terms of this Postage Meter Rental
Agreement ("Rental Agreement ") shall govern its rental of the
Postage Meter (as defined below) for such machine. Any
defined terms in the Lease shall have the same meanings in
this Rental Agreement, except that "We," "Us," and "Our,"
refers to Neopost USA Inc., and any reference to "Products'
shall refer to the Postage Meter. Sections 11, 12 and 14
through 25 of the Lease are hereby incorporated into this
Rental Agreement, except that any reference in those sections
to the "Lease" refer to this Rental Agreement.
2. Provisions as to Use. You acknowledge that: (i) as
required by United States Postal Service ( "USPS ")
regulations, the postage meter(s) identified on the Order Form
(the "Postage Meter') is being rented to You and that it is Our
property; (ii) die Postage Meter will be surrendered by You
upon demand by Us (iii) You are responsible for the control
and use of the Postage Meter; (iv) You will comply with all
applicable laws regarding Your use or ,possession of the
Postage. Meter; (v) the use of the Postage Meter is subject to
the conditions established from time to time by the United
States Postal Service; and (vi) the Postage Meter is to be used
only for generating an indicia to.evidence the prepayment of
postage and to account for postal funds. It is a violation of
Federal law to misuse or tamper with the Postage Meter and, if
You do so, We may terminate this Rental Agreement upon
notice to You.
3. Rental Fee, Tern, and Taxes. The rental fee for the
Postage Meter rental during the Initial Term is included in the
Lease Payment. For each Renewal Term, You agree to pay
Our then- current fee for the Postage Meter rental. The
Postage Meter rental fee does not include the cost of
consumable supplies. The term of the rental shall be equal to
the term of the Lease and is NON- CANCELABLE. You
agree to pay all applicable taxes related to Your acquisition,
possession, and /or use of the Postage Meter including all
property taxes on the Postage Meter. Furthermore, You agree
to pay the applicable fee to cover Our expenses associated
with the administration, billing and tracking of such charges
and tares. Notwithstanding the foregoing, in the event You
are tar exempt, upon providing Us a certificate, You will not
be required to pay any tares covered by such certificate. You
agree that you will return the Postage Meter at the end of the
Lease term and that You will do so in the manner set forth in
Section 12 of the Lease. Furthermore, You agree that if you
fail to return a postage meter within thirty (30) days of receipt
of the ERA then You will pay a postage meter replacement fee
orsi,000.
4. Postage Meter Maintenance, Inspections, and
Location. We will keep the Postage Meter in good working
condition during the term of this Rental Agreement. The
United States Postal Service regulations may require Us to
periodically inspect the Postage Meter. You agree to
cooperate with Us regarding such inspections. We may, from
time to time, access and download information from Your
Postage Meter to provide Us with information about Your
postage usage and We may share that information with Our
distributors and other third parties and You hereby authorize
Us to do so. You agree to promptly update Us whenever there
is any change in Your name, address, telephone number, the
licensing post office, or the location of the Postage Meter.
5. Postage Advances. We do not sell postage. In the event
You require an emergency advance for postage, We, at Our
sole discretion, may advance You money to reset the Postage
Meter. If We do provide such an advance, You agree to repay
Us within five (5) days from the time of such advance: (i) the
amount of the emergency advance; and (ii) the then - current
advance fee.
6. Default. In the event You fail to perform in accordance
with the terms set forth in this Rental Agreement, or any other
Agreement with Us or any of Our affiliates, including, but not
limited to, MailFinance Inc., and Mailroom Finance, Inc., then
We may, without notice: (i) repossess the Postage Meter(s);
(ii) disable the Postage Meter; (iii) immediately terminate this
Rental Agreement; and (iv) pursue any remedies available to
Us at late or in equity. Furthermore, upon the return of the
Postage Meter, You hereby authorize Us to offset any amount
of postage remaining in the Postage Meter, prior to any refund
to You, against any amount duc to Us or any of Our affiliates.
You shall also pay all of Our costs in enforcing Our rights
under this Rental Agreement, including reasonable attorneys'
fees and expenses that We incur to take possession, store, or
repair, the Postage Meter, as well as any other expenses that
We may incur to collect amounts owed to Us. These remedies
shall be cumulative and not exclusive, and shall be in addition
to any and all other remedies available to Us.
7. Rate Updates.
A. MAINTENANCE OF POSTAL RATES. It is Your sole
responsibility to ensure that correct amounts are
applied- as payment for mailing and shipping
services. We shall not be responsible for returns for
delivery delays, refusals, or any other problems
caused by applying the incorrect rate to mail or
packages.
Page 3 of 6 Dealer Government Lease Version: DealerGovLease -06 -13
NEOPOST USA 1 4i8 WHEELERS FARMS ROAD I MILFORD, Cf 06461 I TEL: 203.301.3400 1 FAX:203:301.2600
neop®st TERMS & C0N0
B. Rate Updates with Online Services. If the Order
Form indicates that You are enrolled in Our Online
Services program, then We will make available
periodic updates for Your covered Products and/or
Postage Meter, including updates to maintain
accurate USPS rates for the USPS services that are
compatible with such Products or Postage Meter.
The rate updates that are offered with Our Online
Services program are only available for products
that are Integrated (as defined below) into Your
mailing machine. For the purposes of this section,
"Integrated" means that the covered hardware cannot
properly operate on a stand -alone basis and it has
been incorporated into the mail machine. Products
that are not Integrated including, but not limited to,
all Software and scales with "ST -77;' or "SE" in the
model number will not receive updated rates as part
of Our Online Services program (collectively
"Excluded Products ").
C. Rate Updates with Rate Change Protection and
Software Advantage. If You have any of Our
Excluded Products, You may have elected to
purchase Rate Change Protection ( "RCP ") from Us
for Your hardware products or Software Advantage
for Your Software. If the Order Form indicates that
You have selected RCP or Software Advantage, We
will make available a the following updates for Your
covered Products or Software: (i) updates to maintain
accurate rates for the services offered by the USPS
and other couriers that are compatible with Your
covered Products or Software; and (ii) updates for
major zip or zone changes that are compatible with
Your covered Products or Software. If any
reprogramming is required because You have moved
the Products or Postage Meter to a new location,
none of the services described in this Section cover
the cost to do so. If You have not selected RCP or
Software Advantage, You agree that We may send
You periodic rate updates as needed and You agree to
either: (i) promptly pay the then- current price for
such update; or (it) return the unused, update to Us
within ten (10) business days of receiving it.
Customers with an outstanding Accounts Receivable
balance may not receive a rate update until the open
balance is resolved.
8. UNITED STATES POSTAL SERVICE
ACKNOWLEDGEMENT OF DEPOSIT
REQUIREMENT. By signing this Postage Meter Rental
Agreement, You acknowledge and agree that You have read
the United States Postal Service Acknowledgement of Deposit
(the `Acknowledgement') and will comply with its terms and
conditions, as it may be amended from time to time.
9. UNITED STATES POSTAL SERVICE TERMS.
A. To the extent that the activities for which the Postal
Service is obligated to perform particular functions,
those functions will be governed by the USPS
Domestic Mail Manual, as may be amended from
time to time, or its successor, in effect at the time of
the obligation. Specifically, to the extent that the
.Postal Service provides refunds to customers using
postage evidencing devices, the policy and procedure
governing the payment of refunds will be conducted
ITIONS
in accordance with the Domestic Mail Manual, as
amended, in effect at that time.
B. If the meter is used in any fraudulent or unlawful
scheme or enterprise, or is not used for anv
consecutive 12 month period, or if the Customer
takes the meter or allows the meter to be taken
outside the United States without proper written
permission of the U.S. Postal Service, Washington,
DC 20260-6807, or if the Customer otherwise fails to
abide by the signs of postal regulations and this
Rental Agreement regarding care and use of the
meter, that this Agreement and any related postage
meter rental may be revoked. The Customer further
acknowledges that any use of this meter that
fraudulently deprives the U.S. Postal Sence of
revenue can cause the Customer to be subject to civil
and criminal penalties applicable to fraud and/or false
claims against the United States. The submission of a
false, fictitious or fraudulent statement can result in
imprisonment of up to five (5) years and fines of up
to SI0,000 (18 U.S.C. 1001). In addition, a civil
penalty of up to $5,000 and an additional assessment
of twice the amount falsely claimed may be imposed
Q U.S.C. 3802). A false statement in this application
or the mailing of matter bearing a fraudulent postage
meter imprints are examples of violations of these
statutes.
C. The Customer is responsible for immediately
reporting (within seventy -two hours or less) the theft
or loss of the postage meter that is subject to this
Rental Agreement. Failure to comply with this
notification provision in a timely manner may result
in the denial of refund of funds remaining on the
postage meter at the time of the loss or theft.
D. The Customer understands that the rules and
regulations regarding use of this postage meter as
documented in the USPS Domestic Mail Manual may
be updated from time to time by the United States
.Postal Service and it is the Customer's obligation to
comply with any current or future rules and
regulations regarding its use.
neoFundsiTotalFunds ACCOUNT AGREEMENT
1. Incorporation of Certain Terms. You acknowledge that
You have entered a Government Product Lease Agreement
with MailFinance Inc. (the "Lease ") and a Postage Meter
Rental Agreement with Neopost USA Inc. (the "Rental
Agreement "). If you have an elagible postage meter, then you
will have access tb a neoFunds postage funding account (for
Neopost POC accounts) or a TotalFunds® postage funding
account (for Hasler TMS accounts) and this
neoFundsrrotalFunds Account Agreement ("Account
Agreement ") shall govern Your use of such account. Any
defined terms in the Lease or Rental Agreement shall have the
same meanings in this neoFunds Agreement, except that
"We," "Us," and "Our," refer to Mailroom Finance, Inc., an
affiliate of Neopost USA Inc. Sections 14 through 20 of the
Lease are hereby incorporated into this Account Agreement
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NEOPOST USA 147O;WHEELE.RS FARMS ROAD I MILFORD. U 06461 I TEL:203.301.3400 I 'FAX:203.301.2600
t_ r
lne ®posv",iTERMS & COND
except that any reference in those sections to the "Lease'
refers to this Account Agreement.
2. Establishment and Activation of Account. You hereby
authorize Us, to establish an account in Your name
("Account ") for funding the purchase of postage from the
United State Postal Service ( "USPS ") for use in the postage
meter. Your Account may also be used to purchase supplies,
pay for the Postage Meter rental, and obtain certain other
products and services from Neopost USA. The establishment
of Your Account shall be subject to Our approval of Your
creditworthiness. Any use of the Account shall constitute
Your acceptance of all the terms and conditions of this
Account Agreement and all other documents executed or
provided in connection with the Account. The Account may
not be used for personal, family, or household purposes.
3. Operation of Account. Each time an employee or• agent
of Yours with the express, implied, or apparent authority to do
so (each an "Authorized User") uses the Account to receive a
postage meter reset or obtain other products or services that
Neopost USA Inc. is authorized to provide, Neopost USA Inc.
will notify Us of the amount to be applied to Your Account
balance. If the Account is used to obtain postage, then We
will transfer the requested amount of postage to the USPS on
Your behalf and Your Account will be charged for the amount
of postage requested and any related fees, if applicable. You
can continue to pre -pay the USPS for postage and understand
that pre -paid postage funds will be used first to pay for my
postage meter resets. You further understand that
neoFundsfrotalFunds will provide additional available
postage funds when Your pre -paid account balance is zero
(SO). When You request a postage meter reset, if You have the
funds on account with the USPS, those funds automatically
will be withdrawn first to pay for postage, and any additional
amounts due for postage and related fees will be billed
through the neoFunds/TotalFunds Account under the terms
and conditions of this Account Agreement. If the Account is
used to acquire products or services from that Neopost USA is
authorized to provide, then We shall pay the applicable
amount to Neopost USA Inc. and add such amount to Your
Account balance.
4. Payment Terms. You will receive a billing statement for
each billing cycle in which You have any activity on Your
Account. Payments are due on the due date shown on Your
billing statement. You may pay the entire balance due or a
portion of the balance, provided that You pay at least the
minimum payment amount shown on Your statement.
However, if You have exceeded the Account Limit, then You
must pay the entire amount of any overage, as well as the
minimum payment amount shown on Your statement.
Whenever there is an unpaid balance outstanding on Your
Account which is not paid in full by the due date shown on
Your billing statement, We will charge You, and You agree to
pay, interest on the unpaid balance of the Account for each
day from the date the transaction is posted to Your Account
until the date the unpaid balance is paid in full, at the Annual
Percentage Rate (as defined below). The Account balance that
is subject to a finance charge each day will include
outstanding balances, minus any payments and credits
received by Us on Your Account that day. The Annual
Percentage Rate applicable to Your Account will be equal to
the lesser of eighteen percent (18.00 %) per annum or the
maximum permitted bylaw. Each payment will be applied to
reduce the outstanding balance of Your Account and replenish
ITIDNS
the amount available to You. We may refuse to extend further
credit if the amount of a requeste&charge plus Your existing
balance exceeds Your Account Limit.
5. Account Limit and Account Fees. You agree that We
will establish a credit limit on Your Account (the "Account
Limit "). The exact amount of the Account Limit will be
indicated on Your invoice. We may, in Our sole discretion,
allow Your balance to exceed the Account Limit. In the event
We do so, You agree to pay Us an additional fee equal to one
percent (1 %) of the amount by which the Account Limit is
exceeded for each transaction that You initiate after Your
Account has reached the Account Limit. Such amount will be
charged to Your Account on the date that the relevant
transaction(s) occurs. Unless prohibited by applicable law,
You agree to pay the amounts set forth in this Account
Agreement, which may include, without limitation, the
amounts specified above, a fee for a late payment, and a fee
for any checks that are returned as a result of insufficient
funds. Unless prohibited by. applicable law, We may charge
You and You agree to pay Our fees then in effect for copies of
Your monthly statements. All such fees shall be added to Your
Account balance.
6. Cancellation and Suspension. We may at any time close
or suspend Your Account or temporarily refuse to allow
further charges to Your Account. You can cancel Your
Account at any time by notifying Us in writing at the address
provided on Your Account statement of Your desire to do so.
No cancellation or suspension will affect Your obligation to
pay any amounts You then owe under this Account
Agreement. We twill notify You of the Account balance in the
event of any termination and all outstanding obligations will
survive the termination of this Account Agreement by either
party.
7. Defndt. We may declare You in default if You; (i.) have
made any misrepresentations to Us; (ii.) at any time, have
done or allowed anything that indicates to Us that You may be
unable or umvilling to repay the balance of Your Account as
required under this Account Agreement; or (iii.) are in default
under this Account Agreement or any lease, rental, or other
agreement with Us, Neopost USA Inc., or their affiliates. If
You are in default, or upon any cancellation of Your Account,
We shall not be obligated to continue to provide the Account
service or extend further credit under this Account Agreement.
If We are required to take collection action or any other legal
action under this Account Agreement, You shall pay upon
demand by Us all court and collection costs, along with
reasonable attorney's fees. These remedies shall be
cumulative and not exclusive, and shall be in addition to any
and all other remedies available to Us.
8. Remedies. If We have declared that You are in default
under this Account Agreement, then We may: (i) declare all
agreements You have with Us in default and due and payable
at once without notice or demand; (ii) refuse to make further
advances on Your behalf to reset Your postage meter; and (iii)
exercise any other rights that We may have. In addition, You
agree that any default under this Account Agreement shall
constitute a default under any agreement You may have with
any of Our affiliates, including, but not limited to, Neopost
USA Inc., MailFinance Inc.
9. Amendments. We may amend this Account Agreement,
or any of its provisions, including without limitation any fees
and charges and/or the Annual Percentage Rate, at any time by
at least .thirty (30) days written notice to You, and such
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NEOPOSTUSA 1 478 WHEELERS FAR14S ROAD I'141LFORD,CT06461 I TEL203.301.3400 I FAX:203.301.2500
neopost� TERMS $c
CONDITIONS
written notice may be included in Your billing statement. Any
such amendment will become effective,on the date stated in
the notice and will apply to any transactions after such date, as
well as to any outstanding balance on Your Account.
10. Notice: Any notice required to be given under this
Account Agreement, by either party hereto shall be given if to
You, at the address shown on Your Order Form, and if to Us
at P.O. Box 30193, Tampa, Florida 33630-3193.
11. Miscellaneous. You understand that We may obtain
credit reports in connection with Your Account now and in the
future. This Account Agreement shall be governed by and
construed in accordance with the laws of the State of Florida,
without reference to its conflict -of -laws rules, and any
applicable federal laws. The sole jurisdiction and venue for
actions related to the subject matter hereof shall be in a. State
or Federal Court within the State of Florida.
ONLINE SERVICES AND SOF IVARE AGREEMENT
1. Incorporation of Certain Terms. You acknowledge that
You have entered a Government Product Lease Agreement
with MailFinance Inc (the "Lease "). Any defined terms in the
Lease shall have the same meanings in this Online Services
and Software Agreement ( "OSS Agreement "), except that
"We," "Us," and "Our," refer to Neopost USA Inc. Sections
13 through 21 of the Lease are hereby incorporated into this
OSS Agreement, .except that any reference in those sections to
the "Lease" refer to this OSS Agreement.
2. License. Grant and Additional Terms. In exchange for
the license fees that are included in Your Lease Payment, we
hereby grant to You a nonexclusive, nontransferable license to
use the .Software products, including related documentation,
described on the Order Form solely for Your own use on or,
Page 6 cf 6
with the Products. You warrant and represent that You will
not sell, transfer, disclose or otherwise make available such
Software products or copies thereof to third parties; provided,
however, that the Software products may be used by Your
employees or independent contractors using the Products. No
title or ownership of the - Software products or any portion
thereof is transferred to You. You acknowledge and agree that
there may be additional terms and conditions that apply to
Your use of any Software provided by Us. Such terms may
be provided with the Software, or made available at
wwr%v .neopostusa.com/softwareterms/ and may be
supplemented by Us or third party licensors, from time to
time, by notice to You. You acknowledge and agree that You
have access to the appropriate version(s) of the applicable
terms provided at the address above and corresponding to
Software described on the Order Form at the time you enter
this OSS Agreement. Such terms are incorporated herein by
this reference and You agree to be bound by such terms.. as if
they were fully stated herein.
3. Use of Websites. Neopost USA Inc. and /or any of Our
affiliates, suppliers, including, but not limited to, MailFinance
Inc. may, from time to time, make certain websites available
to You in order to provide You with certain services
( "websites "). If You access any such websites, You
acknowledge and agree that Your use of thewebsile: is subject
to the terms of use and/or license terms in effect at the time
You use the website. Such terms are available on the
websites for Your review. You acknowledge and agree that
such terms may be supplemented and modified from time to
time ( "Supplemental Terms "). Your use of a website after
Supplemental Terms have been issued will .signify Your
acceptance of those terms. In the event of aconflict between
the terms of this OSS Agreement and the Supplemental
Terms, the Supplemental Terms shall control.
Dealer Government. Lease version: DealerGovLease -06 -13
NEOPOSTUSA. 1478kgHEELERSFARIdSR0A0 11,ILFORD,CT06461 I TEL:203.301.3400 I FAX:203.301.2600