Neopost/DOCS/Lease agreementneopo t, TERMS & CONDITIONS
GOVERNMENT PRODUCT LEASE AGREEMENT
In this Product Lease (the "Lease"), the words "You" and
".Your" -mean the lessee„which is Order Fotin the entity that is
identified as the.Custorner on the Govermnent"Product Lease
Agreement Order.. Foran ("Orden-. Forret")-. "We," "Us" and
"Our" mean the lessor, MailFinance,Itc. "Supplier:” refers to
either Neopost USA Inc., or any other third party that has
manufactured,orisprovidiitg.services related to, the Products.
1. Lease of Products. THIS' LEASE IS
UNCONDITIONAL. AND NON -CANCELABLE (except zs
provided in Section 24, below) during the Initial Term (as
defined below). You agree to lease. from Us the equipment,
enibedd'edlsoftware, Software, and other products listed on the
Order Form, together with allexisting and futtde accessories,
embedded software programs, attachments, replacements,
updates, additions and repairs,- (collectively the "Products")
upon theterms stated. herein. ,For the avoidance of doubt,
postage meters for use in mailing machines are exclude[' 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 ou the Order Form ("Lease Payment") in
.accordance with the payment schedule set forth thereon, plus
all other amounts stated in this Lease.
3. Initial Term; Renewal.
3.1 FMV Lease. The Initial Term of this Lease
will begin on the date. the Products areinstalled and will
continue for the number of n>onths- shown 011 theapplicable
Order Form ("Initial Term"). Unless You have opted for an
1TOP,Lease as described -in -Section 23, Von must notify Us
in writing at least thirty, (30) daysbefore the ;cnd of the Initial
Terni 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 1 TOP 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 payfor the
Products will remain unchanged during each Renewal Period.
We willnot notify You that the Initial Term oi•.any Renewal
Period is ending. You may terminate this Lease al the
conclusion of any Renewal Period by giving Us thirty (30)
days prior written notice of Your intent to dlo so. 1f You. notify
Us in writing that You intendto tertniinitc the Lease, as set
forth above; You shall either return the Products pursuant to
Section 12 of this Cease or purchase the -products -pursuant to
Section 22'.
3.2 LTOP Lease, If you have opted for an
Ut OP Lease as described in Section 23, then the term of this
Lease wilt begin on the date the Products arc installed and will
continue for the number of months shown on the applicable
Oder Foran ("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 arty Software Products shall continue
withouttheneed to make any further license payments to Us.
4. Payments. Lease Payments, and other charges provided
for herein, are payable in arrears periodictilly 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 L of 6
NEOPOST USA 1478 WHEELERSFARMS'fRDAO I MILFORD, ET 05461
any other place designated by Us within thirty (30) days of the
date of Our invoice.
5. Delivery:nnd Location of Products. The:. Products will
be delivered to You at. the delivery address specified on the
Order Forret ("DeliveryAddresss") or, ifno 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 todo 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 statetneit. to protect Our
interests. You represent that. the Products -will be used solely
for connherctal purposes and not for personal, fainily or
household purposes. At Your own cost, You agree_ to
Maintain the Products in aceoidance with the applicable
operationmanuals 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.
8. Relationship of the Parties. You agree that You, not
Wei 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 AREA 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 TQ YOU AND THE SUPPLIER,
BILL AND COLLECT MONIES OWED BY YOU TO
THEM).
9. Default. Yob will be in default under this Lease. if You
fail to pay any amount within 'ten days of the due date or
fail .to perforin 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, tt(. Our option, concurrently or
separately:. (A) cancel this Lease; (B) require You to return the
Products pursuant. to Section 12 below; (C) takepossession 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 (1)) require You to pay to Us, on demand as liquidated
damages and not as a penalty, anamount equal to the sunt of:
(i) all Lease Payments andother amounts thendue and past
due; (ii) all remaining Lease Payments for the then -current
icon, together with any taxes due or to become due during
such term (which You agree is a reasonable estitnate 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 detcrmined.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 anyother
expenses tlial.We may incur to collect amounts owed to Us.
We are not required to re -lease, or sell the Products if We
repossess them. These remedies shall be cumulative and not
exclusive, and shall be in additionto any and all other
remedies iivailable to Us.
Meet Sales Government Lease Version: DirectGovLeese- 06-13
I TEL: 203.301.3400 I FAX: 203:301:2600
neopostpTERMS& CONDITIONS
10 Finance. Lease. You `t gree. that this Lease • is a `finance
lease'.'- as defied in. Article, 2A of the Uniforin,Commercial
Code ("UCC")., To tlrc:extent permitted by law, You hereby
waive any and all rights:, and remedies conferred upon You
tinder. UCC Sections.2A-303, and 2A-508 through- 2A7522, of
anysimilar 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 (FT keep the Product(s) insured, at Your
expense, against all risks of loss and dan tge.in an amount at
least equal to its full replacement cost.
12. Return of -Product's. Unless You take title, to the
hardware Products pursuant to Section 22 or Section 23, then
You arc required to return the Products under this Lease. In
such a -Case, at the end of the Lease, You shall, ,after receiving
an Equiptnent 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. '1 he Products nest be properly
packedfor shipmentwith the ERA number clearly visible,
freight prepaid and fully insined and must be received in good
condition, less normal wear and tear.
13. Assignment. YOU SHALL NOT:SELL, TRANSFER,
ASSIGN SUBLEASE, ('LEDGE OR OTHERWISE
ENCUMBER (COLLECTIVELY, "TRANSFER") THE
PRODUCTS 012 THIS .LEASE IN WHOLE OR IN
'PART.
..
14. Disclaimer of Warranties. WE 'MAKE NO
REPRESENTATIONS OR WARRANTIESOF 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. Limitat.ioi':of Liability. WE SHALL Nur BE LIABLE
TO YOU AND YOTJ 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 MA11LR
RELATING TO TI -IE PRODUCTS (COLLECTIVELY,
"PRODUCT MATTERS"). NOTWITHSTANDING ANY
OTHER. PROVISION OF THIS LEASE,, FOR
.DIRECT DAMAGES RESULTING FROM PERSONAL
INJURY OR DAMAGE TO TANGIBLE PROPERTY
CAUSED BY OUR GROSS NEGLIGENCE ORWILLFUL
MISCONDUCT, THE MAXIMUM OUR. LIABILITY TO
YOU _FOR- DAMAGES HEREUNDER SHALL NOT
EXCEED THE TOTAL OF 'DIE AMOUNTS PAID TO US
IIERELJNDER BY YOU.
16. Notice, All notices, requests arid.other oontintunicatiens
hereunder shall be in writing„anti shall be addressed to You or
Us, as applicable and shallbe conside'recl given when (i.)
delivered personally, or (ii.) sent by commercial overnight
courierwilh written confil=ination of delivery.
17, Integration. The Lease represents the final and only
agreement,between You and Us. Thre 110 110 unwritten oral
agreements between .You and Us. The Lease cap be changed
Page 2 of 6
only ny a written agreement between You and Us. Any
additional terms and conditions referenced on any Purchase
Order shall'voitl and have no'effect on this, Lease.
18. Severability. In the event' any provision of this, Lease
Shall be deemed tobe, .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 any 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 'terininatiou 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
Lease. shall be construed Inaccordance with,and all disputes
hereunder shall be governed by; the laws of the State of
Connecticut, excluding its conflict of law rules. The state and
federal courts in Hartford County in the State ofConnecticut
shall have the exclusive jurisdiction and venue over all
controversies arising out of, or relating: to, this Lease: The
prevailing party shall be entitled to an award of reasonable
attorney's fees and costs and thecourt shall he authorized to
award such amounts.
22. INV Leases. If this Lease is a fair market value lease,
as indicated by the lease .rate that has been used by Us to
calculate Your Lease Payment then, unless You:arein default,_
You May elect to purchase the Iiardware.Productsat the end of
this tease on an "as is, where is" basis for theil' fair Market
value, as reasonably determined by Us. In the event that You
elect to do sq, You niust 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 beenused by Us. to
calculate Your Lease Paymncnts then, at the end of the htiitial
Terns and after You have made all of the:Lease'P,a Thients, We
shall transfer title to all hardware Products that -are subject to
this .Lease .to'You 00 an"as'is, where is" basis.
24. Termination.
24.1Non-Appropriation.
a. You warrant and represent that You intend
to enter into this Lease for at least the entireInitial Term and
that You are doing so for an essential government purpose.
You agree that, prior to the expiration of the Initial Terni, you
shall not terminate this Lease in order to obtain the sante or
similar Products from another vendor.
b. You may terminate this Lease:at the end of
Your current fiscal year, or at the end of any subsequent fiscal
year, if_ appropriatedfundsare 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:
Direct Sales Government Lease Version: DirectGovLease- 06-13
NEOPOSTUSA 1478 WHEELERS FARMS ROAD I MILFORD,tF06461 I TEL: 203.301.3400 I 'FAX: 203:301.2600
nleopo.st' TERMS Sc CONDITIONS
Sufficient funds have,not been and will not
be appropriatedfor the 'remaining payments
due under. the Lease 1. confirnl.that..We-will
not replace the iProducts with similar
equipment fro'n't any oilier' party inure
succeeding -fiscal year.
24.2 Convenieeec. You may Icrnigale this
Lease atanytime and for anyreason or for no (eason
(` Teunination 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 Terut-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 roust
be received by Us within thirty (30) days of the effective date
of the termination.
g
25 Additional Postage Meter Perms. 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 AGREEM ENT
1. Incorporation of Certain Terms. Customer
acknowledges that: (i) it has 'entered a Government Product
Lease Agreement withMailFinancc Inc: (the "Lease");.and (ii)
"if the Products that are .subject to the Lease nuclides a mailing
machine, ,then the terms of this Postage 'Meter 'Rental
Agreement ("Rental Agreement") shall govern, its rental of the
Postage Meter (as '(fetined 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 referenceto "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 postagemeter(s) identified on the OrderForm
(the "Postage Meter") is being rented to You
and tliatit is Our
property; (ii) the 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
,Poslage:Meter; (v) the.,use.of the Postage Meter is subject to
the conditions established from time to tune by the United
States. Postal Service; and,(vi) the Postage Meter is to be used
only for generating an.iridicia to evidence: the prepayment of
postage and. to account for postal, funds., Itis a violation of
,Federal law to misuse or tamperWiththe Postage,Meter and, if
You do so, We .may terminate this Rental Agreement upon
notice to'You
.
3. Rental Fee, Term, 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-cun.ent fee fon the Postage Meter rental. The
Postage Meter rental fee does not include the cost of
Page.3 of
consumable supplies. The tern[ of the rental shall be equal to
the term of the Lease and is .NON -CANCELABLE. You
agree to pay all applicable tuxes related to Your acquisition,
possession, and/or use of the.Postage Meter. including all
property taxes on the Postage Meter: Furthermore; Youagree
to pay the applicable fee to cover Our expenses associated
with the administration, billing and tracking of such charges
and taxes. Notwithstanding the foregoing, in the event You
aertax exempt; upon providing Us a. certificate,. You will not
be required to pay any taxes coveted by such certificate. `You
agree that you will return the Postage. Meter at the end of the
Lease tet rn and that. You: will do so in the.inaMicr 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
oldie ERA then You will pay a postage meter replacement fee
of S1,000.
4. Postage Meter Mainteuahee, Inspections, and
Location: We will keep the Postage Meter in good working
condition 'during the term of this Rental Agteernent. 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 Mile, access and download information fi-oin 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 LJswhenever there
is any change in Your name, address, telephone number, the
licensing postoffice, or the location ofthe'Postage Meter.
5. Postage Advances. We do pot sell postage In the event
Yourequire' an emergency advance for postage, We, at Our.
sole discretion, nay- advance You inoteyto reset. the Postage
Meter. If We do provide such an advance, You agree:to repay
Us within five (5) clays 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 perforin in accordance
withtheterms set forth in this:Rental Agreement, or any other
Agreement with Us or any of Our affiliates, including, butnot
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 law or in equity.. Furthermore, upon the return of the
Postage Meter, You hereby. authorize. Us to offset any amount
of postageremaining in the. Postage Meter, prior to any refirhd
to You, against any amount due to Us or any of Our affiliates.
You shall also pay all of .Our costs tit 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, aswell as any other expenses that
We may incur to collect amounts owed to Us. 'these remedies
shall be cumulative andnot exclusive; and:shall be in addition
to any .and lall other remedies available to Us.
7. Rate Updates.
A. MAINTENANCE OF .POSTAI. 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.
Direct Sales Government Lease Version: DirectGovLease- 05-13
NEOPOST USA 1 `478 WHEELERS FARMS ROAO I MILFORD; CT 06461 I TEL: 203.301.3400 I FAX:203.301.2600
TERMS & CONDITIONS
fCQp®Stpf
B. Rate Updates with Online Services. If the Order
Form indicates that You are enrolled in ,Our Online
Sery ces, program then We will !nuke 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 offcred,with Our Online.
Services program are only:available for products
that are.Iiitegrated {as defined below) into Your
mailing machine. Forthe purposes Of this section,
"Integrated" means that the covered hard vai-e-czinaot
properly operate on a stanthalone basis and it has
been incorporated into the shad machine. Products
thatare not Integrated including, but not limited to,
all Softwaie 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;Producis").
C. •Rate Updates with Rate Change Protection and
Software Advantage. If You hive any of Our
Excluded Products, You may have elected to
purchase Rate Change Protection ("RCIp") 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 e the following updates for Your
covered Products or Software: (1) 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 changesthat are. compatiblewith
Your' "covered Products or Software. 'If any
reprograimning is required because You have moved
the Products cit 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 periodicrate updates as needed and You agree to
either: (i) promptly pay the then7cnnent price for
such update; or kip retunrthe 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 -isresolved.
.
8. UNITED STA'T'ES POSTAL. SERVICE
ACKNOWLEDGEMENT OF DEPOSIT
REQUIREMENT. .By signing this Postage Meter Rental
Agreeinent, You acknowledge and agree that You have read
the United States Postal. Service.Acknowledgenhentof.Deposit
(the "Acknowledgement") and vi ll'comply Cvith its terms and
conditions, as'ifmay be amended from nine to time.
9.. ADDITIONAL UNITED STATES POSTAL
SERVICE TERMS.
A. By signing this Postage MeucrRental Agreement, You
acknowledge that You are also entering into an
Agreement with the United States Postal Service
("USPS") in accordance with the Domestic Mail
Manual (DMM") 604.4, Postage Payment Methods,
Postage Meters and PC ,Postage Products
(collectively; "postage Evidencing Systems?' or
"PES") and accept responsibility for control and use
of the PES contmned: therein.
Page 4 of 6
NEOPOST USA I :428 WIIEELERS FARMS ROAD I MILFORD, CT 06461
B. You also acknowledge You have read the DMM
604.4, Postage Payment Methods, Postage Meters
and PC Postage Products (Postage Evidencing
Systems) and agree to abide by all rules apd
regulations governing its use.
C. failure to comply with the rules and regulations
contained, in the DMM-or use of 'the PES ih any
fraudulent or unlawful scheme or enterprise may
result in the revobation,of this Rental Agreement.
D. You further acknowledge that any use of this PES that
fraudulently deprives the USPS of revenue can cause
You to be subjectto 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 $10,000 (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 imposed (3 U.S.C.
3802).
E. You further understand that the rules .imd regulations
regarding use of this. PES as documented in the USPS
Domestic Mail Manna!, may be updated from time to
time by the USPS and itis Your obligation to.comply
with any current or future rules and -regulations
regarding itsuse.
F. Youare responsible -for immediately reporting (within
seventy-two hoursor less) the theft of loss of the
postage meter that is subject to this Rental
Agreement. Failure tocomply with this notification
provision in a timely manner may'resultin the denial
of refund of fundsremaining on the postage meter at
the time of the loss:or theft.
neoEunds/TotalF undsACCOUNT.ACREEMENT
1. Incorporation of Certain Terms: Youacknowledge 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 eligible postage meter, then you
will have access to a neonunds postagefundingaccount (for
Neopost POC accounts) or a TotalFunds® postage funding
account (for Hasler TMS accounts) and this
ncoFunds/TotalFunds Account Agreement {"Account
Agreement") shall govern Your use of such account: Any
definedtenhis in the Lease or Rental Agreement shall have the
same' meanings in this neolunds Agreement, ,except that
"We,""Us,"and "Our," referto Mailroom Finance, Inc., an
affiliate of,Ncopost USA Inc. Sections lfl through 20 of the
Lease arc 'hereby incorporatedinto this Account Agreement
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 inthepostage
meter. Your Account.may also be usedto purchase supplies,
pay for the postage Meter rental, and obtain.dertain other
products and services from Neopost USA. The establishment,
of Your Account shall be subject to Our approval of Your
Direct. Sales Government Lease Version: DlrectGovtease- 0613
I TEL: 203.301.3400 I FAY,: 203.301.2600
neop®styTERMS..& CONDITIONS
creditworthiness. Any use of the Account shall constitute
Your acceptance of all. the terms and conditionsof 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 tir e an employee or agent
of Yonas witi the express, implied, or apparent -authority to do
.
so (eac}i.mr "Authorized User") uses the Account to receive a
postage mete .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 appliedito Your Account
balance, If the Account is uscd to obtain postage, then We
wilhiransfcr the requested amount of postage:to the USPS on
Your behalf and Your Accountwillbe chargedfor theamount
ofpostagerequested and 41Y:related fees, if ipplieable You
can continue to pre-paythe USPS for postage and understand
that pre -paid postagefunds. will he used fast to pay for my
postage meter resets. You further understand that
neoFunds/Totalrunds 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 onaccount with the USPS, those .funds automatically
will bewithdrawn first to pay for postage, and any additional
amounts clue for postage andrelated fees will be billed
through the neoFunds/TotrilFunds Account Tinder 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 suet' arnount,to your
Account balance.
4. Payment Terris: 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 oii Your statement.
Whenever there is an unpaid balance outstanding on Your
Account which is not, paid in fill by the dim date shown on
Your billing statement, We will charge You,.. and You agree to
pay, interest on the inpaidbalance of the .hccount.. 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 onYour Account that clay: The Mutual
Percentage Rate applicable to Your Account will be equal to
the lesser of; eighteen, peiccnt (18,00%) per annum or the
maximum permitted by law. Each payment will ..be applied to
reduce' the outstanding balance of,Your Account and replenish
the amount available:to You. We may refuseto extend further
credit if the,ainount of a requested charge -plus Your existing
balance,exceeds`Your Account Limit.
5, Account,.Limil.and Account Fees. You agee that We
will establish a credit Inuit 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 Yourbalancetoexceed,theAccount Limit. In the event
We do so, Yon agree to pay Us an additional fee equal to one
percent {1%) of the amount by which the 'Account Liinit is
Page5 of 6
NEOPOST USA 1428 WHEELERS FARMS ROAD
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 the for a late payment, and a fee
for any checks that are returned as a.resuit of insufficient
funds. Unless prohibited by applicable law, We may charge
You and You agree to pay Out fees then in effect for copies of
Your monthly statements. All such fees shall be added. to Your
Account balance.
6. Cancellation andSiispension. 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 al any time by notifying Us In writing at the address
provided on Your Account statement of Your tlesireto do so.
No cancellation or suspension will affect. Your obligation to
pay' any 'amounts You then owe under this Account
Agreement. We will notify You of the. Account balance in the
event of anyterminationand all outstanding' obligations will
survivethe termination of this Account Agreement by either.
party.
7. Default. We may declare You_in default if Yon: (i.) have
made .any misrepresentations to Us; (ii.) at any time, have
done or allowed anythingthat indicates to Us that You may be
unable or unwilling to repay thwbalance of, Your _Account as
required under this Account Ag cement; or (id.) 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 indefault, or upon any cancellation of Your Account,
We shall not be obligated to continue to provide the Account
service or extend further c(edit under this AccountAgreeinent.
If Wearerequired to take collection action or any other legal
action under this Account Agreement, You,shall pay upon
demand by Us -a6 court aiid collection costs, along with
reasonable attorney',s fees. These remedies shallbe
cumulative and notexclusive, and shall be in addition to any
andall other remedies available to Us:
8. Remedies. If We have declared that You are ui default
under this' AccountAgreenrent, then We may: (i) declare all
agreeritents You have with Us in defaultand due and payable
at once without notice or demand; (ii) refuse,to -make further
advances on Your behalf to reset Yow postage meter; and (iii)
exercise any other rights that We may have. In addition, You
agree that any default "under this Account Agreement stall
constitute a default under any agreement.You may havewith
any of Our affiliates, atcluding, but' not limited to, Neopost
USA Inc:, MailPinance Inc.
9. Amendments. We may amend this Account Agreement,
or any of its provisions, inelucting,without.limitation any fees
and charges and/or the Annual`I'eicentage Rate, at any time by
at least thirty (30) days written notice to You, and such
written notice may beincluded in Your billing statement. Any
such ameindunetitwill become effective on the date stated in
the notice and will apply to any iansactions after such date, as
wellas 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 Font 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
Direct. Sales Government Lease Version: DirectGovLease- 06-13
I MILFORD, CT 06461 I TEL: 203.301.3400 I FAX: 203.301.2600
neopost,TERMS & CONDITIONS
future. This AccountAg eerhent shall be governed by And
construed in accordance w th 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:ielated to thesubject matter= hereof shall be m a State
or Federal Court within. the State of Florida.
MAINTENANCE. AGREEMENT
1. Incorporation.of Certain Terms. You acknowledge that
You have entered a Government Product. Lease Agreement
with MailFinance Inc. (the "Lease'). Airy defined terms in the
Lease shall have the -same meanings in this Maintenance
Agreement, except that"We" "Us," and "Our," refer to
Neopost USA 'Inc. Sections 13 through 21 of the Lease are
hereby incorporated' into this Maintenance Agreement, except
that any reference in those sections 'to the "Lease" refers to
this. Maintenance Agreement.
2. Neopost's Terms and Conditions ,for 'Maintenance
Services.. If the Order F'onn indicates that You have
purchased maintenance services, then Neopost USA Inc., or
one of its Affiliates, will provide maintenance services for the
Products in,accordanec with Neopost USA Inc.'s then -current
-maintenance terms' and pricing for the' level of maintenance
services that You have purchased. Those .services will be
provided for the entire termof the Lease and are NON-
CANCELABLE. . The current version of those terms and'
conditions are available at
www.neopostusa.com/maintenaneeag.eementV0613. You
agree That You 'have access to such terms and that they are
incorporated into this Maintenance Agreement by this
reference, and that.You shall.bebound by such terms as if they
were fully stated herein. Notwithstanding' the foregoing,
.maintenance services .are not available on HD Office
Printer. Series products.
ONLINE SERVICES AND SOFTWARE AGREEMENT
1. Incorporation of Certain Terms. You acknowledge that
You have entered a Government Product Lease Agreement
with MailFinance Ina (the "Lease"). Any defined tennis in the
Lease shall have the same meanings in. this Online Services
Page 6 of 6
NEOPOST USA 1478 WHEELERS FARMS ROAD I MILFORD, CT 06461 I TEL 203'.301.3400 1 FAX: 203.301.2600
and Software Agreement ("OSS Agreement"), except that
"We" "Us," and "Our," refer to NeopostUSA'Inc. Sections
13 through 21 of the Lease are hereby incorporated into this
OSS Agreement, except that any reference in those sections Co
the "Lease" refer to this OSS.Agrecment.
2. License Grant and Additional Terms. In exchange for
the license fees that are included. in. your Lease Payment, We
hercbyg'antto You a nonexclusive,nontransferable license to
use the Software products, including related .documentation,
described on the Order Form solely for Your ownuseon or
with the. Products. You waFant and representthat:You will
notsell, transfer,, disclose or otherwise make.available such
Software products or copies thereof to thifd"panties; 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
Youruse of any Softwai e provided by Us. Such terms may
be provided with the Software, or made available at
www.neopostusa.eom/softwareterms and may be
supplemented by Us or third party licensors, fromtime to
time, by notice to You. You acknowledge and agree that You
have access to the appropriate yersion(s) ofthe :applicable
terms provided at the address above and corresponding to
Software described on the Oi der Form at the time you enter
this OSS Agreement. Such terms are incorporated herein by
this reference and You agree to be boundbysuch 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 tune, 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. Youruseofthe'Website is subject
to the terms of use and/or license terns in effectat the time
You use the Website. Suet terms are available on the
Websites for Your review. You acknowledge and agree -that
such terms imay be supplemented and inoditied from time to
time ("Supplemental Terris"). Year use of a Website after
Suppleinental Terris' have been issued will signify Your
acceptance of those terms. In the event of a conflict between
the terns of This OSS Agreement and the Supplemental
Terms, the. Supplemental Terms shall control.
Direct Sales Government Lease Version: DlrectGovLease- 06-13
ADDENDUM TO AGREEMENTS
This Addendum to Agreements is by and between MailFinance Inc. ("MailFinance"), Neopost LISA Inc. ("Neopost
USA") and City of Carmel ("Customer") with reference to the following:
A. MailFinance and Customer are entering into a Government Product Lease Agreement (the "Lease"),
pursuant to which MailFinance will lease products to Customer.
B. Concurrently herewith, Neopost USA and Customer are entering into an Online Services and Software
Agreement (the "OSS Agreement") pursuant to which Neopost USA will make certain other services available to
Customer.
C. Any defined term used herein shall have the same meaning as in the Lease, or the OSS Agreement.
In consideration of the mutual covenants contained herein, and in the Lease, and the OSS Agreement, the parties
agree as follows:
1. MailFinance and Customer agree to amend the Lease as follows:
a. Section 4, titled "Payments" is hereby amended in the third sentence to delete
"thirty (30) days" and replace it with "forty-five (45) days."
b. Section 21, titled "Choice of Law; Venue; and Attorney's Fees" is hereby
amended to delete the language of this section in its entirety and replace it with the
following: "Choice of Law and Attorney's Fees. This Lease shall be governed by and
interpreted in accordance with the laws of the State of Indiana, excluding its conflict of law
principles. All fees and expenses shall be borne by the parties equally. However, each
party shall bear the expense of its own counsel, experts, witnesses, and preparation of
proofs. The prevailing party shall be entitled to an award of reasonable attorney's fees and
costs.
2. Neopost USA and Customer agree to amend the OSS Agreement as follows:
a. Section 2, titled "License Grant and Additional Terms" is hereby amended to add
the following to the end of this section. "Your use of the Services is limited to the number
of Electronic Certified Mail pieces (each an "eCert") indicated on the Order Form
("Annual Volume Limit"). In the event Yon exceed the Annual Volume in any year, You
agree to pay an overage charge for each eCert used over the Annual Volume Limit as
outlined below (the "Overage Charge"). The Overage Charge will be determined as a
product of the number of eCerts You process in excess of the Annual Volume Limit
multiplied by the Overage Charge associated with tier for the excess as set forth below:"
Annual Volume "t
-'B tid(tl.of,eCr3rtss)"`"
Overage'
Charge,_`='
1.500
,$ 0.25
501-1,000
$ 0.24
1,001-2,000
$ 0.23
2,001-4,000
$ 0.22
4,001-8,000
$ 0.21
8,001-16,000
$ 0.20'
16,001-32,000
$ 0.19
City of Carmel Lease Addendum 11/24/2015
HPL
32,001-64,000
$ 0.18
64,001-128,000
$ 0.17
128,001 or more
$ 0 .16
* Volume bands renew annually
3. The parties agree to delete the neoFunds/TotalFunds Account Agreement in its
entirety.
The Lease, Rental Agreement, Maintenance Agreement, OSS Agreement, and this Addendum contain the complete
understanding and agreement between the patties hereto, and supersede all representations, understandings or
agreements prior to the execution thereof. Any changes or additions to the foregoing agreements will be valid only
if they are in writing and signed by the appropriate parties.
In the event of any conflict between the terms of the Lease, OSS Agreement, and this Addendum, the terms of the
Addendum shall control.
The parties have caused this Addendum to Agreements to be executed by their duly authorized representatives on
the date set forth below.
City of Carmel MailFinance Inc.
e
By: By:
Printed Name: Printed
Title: Title:
Date: Date:
City of Carmel Lease Addendum
me: 44-S444Me-Le
(5
Neopost USA Inc.
By:
Printed Name: 44-1) k -LE
Title: y�� TA -
19 -17
Date: r!' ( S
11/24/2015
HPL
Approved and Adopted this /4>day of Ce-mb✓ 20 t �/
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
J mes Brainard, Presiding Of
Date:
icer
Mary Ann
Date:
Lori S. Watson
Date:
ATTEST:
Diat Cordray, IMCA, Clerk-TreAdurer
Date: < 2-- / -15