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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 Page 4 of 6 Dealer Government Lease version: DealerGovLease -06 -13 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 Page 5 of 6 Dealer Government Lease Version: DeaterGovLease -06 -13 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