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Rent greement Terrns and CL.Aditions
<br />Francotyp -Postalia, Ina ("FP") makes the following agreements with the cusfomer set foRh on the
<br />first page of this Renfal Agreement ("Customer') for the Term-an Initial Term (commencing on the
<br />Installation Date) and for any Renewal Term under the term plan you selected above:
<br />1. FP WILL:
<br />a. Rent fo Customer, and facilitate instaliation of the above Iisted Meter(s), andlor
<br />Equipment at Customer's installation address, in good working order and rAady to use.
<br />b. Maintain Meter(s) and Equipment in proper operating condifion by repair or
<br />replacement of non-consumable parts. NO OTHER WARRANTY APFLIES TO THE METER(S)
<br />AND EQUIPMENT: FP DOES NOTASSUME RESPONSIBIIITY FORANY DAMAGES
<br />CUSTOMER MAY INCUR IF THE METERS AND/OR EQUIPMENT DOES
<br />NOT OPERATE, INCLUDING INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
<br />c. THESE TERMS 8 CONDITIONS APPIY ONLY TO THE METER(S) AND/OR EQUIPMENT SET
<br />FORTH ON PAGE ONE OF THIS AGREEMENTAND DO NOT
<br />APPLY TO ANY OTHER FP EQUIPMENT,
<br />2. CUSTOMER WILL:
<br />a. Pay FP at lockbox address stated on invoice or pay online at www.fousa.neUmvaccount.
<br />The advance rental payment under the payment plan you seleded above and, aftervvards,
<br />the advance periodic rental payments required under the payment plan you selected above,
<br />and for updafing rale calculafing software. Cusiomer further agrees to use the postage meter
<br />for business purposes.
<br />b. Customer intends the rental payments hereunder to be net to FP and Customer shall pay all
<br />sales, use, excise, personal propeAy, stamp and ad valorem faxes, fees or charges imposed on
<br />the shipment, transportation, delivery, ownership, leasing, rent, sale, purchase, possession or
<br />use of the equipment (except Federal or State net income or franchise laxes imposed on FP),
<br />Customer shail reimburse FP upon demand for any laxes paid by or advanced by FP.
<br />c. Use reasonable care in the handling and operation of the Meler(s) and Equipment; and
<br />be responsible for any loss or damage to the Meter(s) andlor Equ ipmenl, including provision for
<br />proper insurance coverage.
<br />d. Not use special attachments, printing plates, other devices, includin9
<br />Electronic Scales or supplies with the Equipment uNess FP suppfies them or agrees to
<br />iheir use in writing.
<br />e. Use postage meters only for postage imprinfing and recording purposes. (Tampering with, or
<br />misuse of, the postege meter(s) is punishable under Postal Laws and
<br />Regulatfons).
<br />f. Make immediately available for examination and audit by FP or the USPS any postage
<br />evidencing system or PSD in their possession.
<br />g. Notify FP of any change in location of the Meters and/or Equiprnent and reimburse FP for any
<br />reasonable cost Incurred by FP as a resutt of the change.
<br />h. Retum the Meters and Equlpment to FP, at Customers expense, to a location
<br />designaied by FP in good condition, nortnal wear and tear accepted. Customer also
<br />agrees to reimburse FP for any cost FP incurs to retum the Equipment to good condilion.
<br />3. ADDITIONALTERMS FOR TELESET METER RENTALS:
<br />a. A 6ank deslgneted hy the Postal Service will act as a depository for Customer's advance
<br />postage payments:•'
<br />b_ Before resetting ks TELESET Meter, Customer must have at least the amount o( the reset
<br />increment In Customer's account a( the designated bank.
<br />c. If FP provides temporary advancefunds to Customer's account to cover the reseriings.
<br />Customer agrees to repay FP's advance within five (5) business days and to pay FP's then current
<br />service fee.
<br />d. FP will invoice Customer quarterly in arrears for the reset fee (if applicable) on each completed
<br />telephone reset transaction,
<br />e. If Cuslomer discontinues iIs TELESET Meter rental account, FP will endeavor to have the
<br />Postal Service retum the funds in Customer's account within 90 days after Customer's written
<br />request, but FP does not gUarantee that those funds will be relumed 6y any specific date_
<br />4. GENERAL PROVISIONS:
<br />a. Customer acknowledges FP's exciusive ownership of the Meter(s) and Equipment, and that
<br />Customer has no rights except for use for the Rental Term; and agrees to indemnify and defend
<br />FP frorh any claims, fegal adions, and costs (including ariomey's fees) resufting from Customer's
<br />use and operation; and take reasonable action, to protect FP's ownership.
<br />b. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN CUSTOMER AND FP;
<br />SUPERSEDES ANY PRIOR UNDERSTANDINGS OR WRITINGS; AND IS SUBJECT
<br />TO WRITTEN FINAL ACCEPTANCE BY FP AT OUR MAIN OFFICE.
<br />c. Notices must be in wriling and are given when received by mail, to Customer's or FP's main
<br />office, or to another address o( which Customer or FP later give notice,
<br />5, IF CLAIMS OR DISPUTES BETWEEN CUSTOMER AND FP SHOULD ARISE:
<br />a, If Customer fails to pay rent or other amounts due FP on the date due, or if any legal action
<br />commences which may resuft in another's taking of the Equipment: FP can terminate fhis
<br />Agreement, without notice or legal action, and Customer will allow FP to enter the Iocation of the
<br />Equipment and repossess it; and Customerwill pay FP accrued rent up to the repossessfon date
<br />or the cuRent tertn expiration date, whichever comes later, and a delinquency charge of 1.5% per
<br />month (but not in excess of the lawful maximum) on any unpaid amounts until paid. Customer
<br />further agrees that shoukl it become necessary to place the account with a collection agency or
<br />attomey, Customer will pay ali collection costs and attomey fees incurred 6y FP in addition to other
<br />amounts due.
<br />6. In the event of any Iit{gation between Customer and FP, Custorner and FP hereby agrees that
<br />any and all disputes, clalms, actions or controversies arising between the parfies of whatever
<br />nature (including, but not limited to, any and all contractual, statutory, equitable or IoA ciaims) shall
<br />be brought only in either the Uniled States District Court for the Northem District of Iilinois or in
<br />the Cirouit Court of the 18th Judicial Districl, DuPage County, Illinois, and each of Cusfomer and
<br />FP hereby consents to both venue and personal jurisdiction in those courts to the exclusion oi all
<br />others. Each paAy atso waives any right to a trial by jury.
<br />6. ACKNOWLEDGMENT OF DEPOSIT REQUIREMENT:
<br />a. Customer hereby acknowledges ihat it must transfer tunds
<br />to the United States Postal Service, through a lockbox bank ("lockbox bank"), (orlhe purpose ot
<br />prepayment of postage on CMRS-equipped meters ("Deposil").
<br />b. Customer may make Deposits in the lockbox bank account, Identified as Uniled
<br />States Postal Service-CMRS-FP. The Postai Service may, at its discretion, designate
<br />ilself or a successor as recipient of Deposits by Customer.
<br />c. Any Deposit made by Customer shall be crediled by the Postal Service only forthe payment of
<br />postage through CMRS-equipped meters. Customer shall not receive or be enliiled to any interest
<br />or other income earned on such Deposits.
<br />d. The USPS will provide a refund in accordance with the rules and regulations
<br />goveming deposit of funds for CMRS, pubiished in the Domestic Mail Manual Transition Book or
<br />its successor.
<br />e. FP may deposit funds on behalf of Customer. The Postal Service will make no such advances.
<br />Any relationship concerning advances is between Customer and the Meter Manufacturer.
<br />f, Customer acknowledges lhat the terms of this Acknowledgment of Deposit may be changed,
<br />modified, or revoked by the Postal Service, with appropriate notice.
<br />g. Postal regulations governing the deposit of funds for CMRS are published in the Domestic Mail
<br />Manual Transition Book or it successor. Customer acknowledges that if
<br />shall be subject to all applicable rules, regulations, and orders of the Postal Service.
<br />7. ASSIGNMENTS:
<br />a. FP may assign the payments and other obliqations owned by Customer under Ihis Rental
<br />Agreement lo a third party (lhe "Assignee") without any prior notice to Customer. If FP does
<br />ma(ce such an assignment, Customer agrees thal the assignee has all of the rights and remedies
<br />granted to FP under this agreement, but none of FP's obligations. Cuslomer also agrees to
<br />unconditionally pay all amounls due under this agreement to the Assignee, wilhout set-oft,
<br />regardless of any problems that may arise with respect to ihe equlpment or any claims,
<br />defense or off-sets that you may have or assert against FP.
<br />8. TERM AND TERMINATION.
<br />a. This Agreement shall be for the fnftial Term set forth on the first page of thls Agreement,
<br />and shall automatlcaily, wlthout any action by elther party, renew for a perlod of one year
<br />(a "Renewai Term") at the end of such Initfal Term. At the end of such Renewal Term, thls
<br />Agreement again automatlcally renews for an additlonal Renewal Term, unless terminated
<br />in accordance with the terms ot Sectlon B.
<br />b. Elther party to this Agreement may provide notice to the other party of its
<br />Intent not to renew this Agreement pursuant to paragraph (a) above. Such notfce must be
<br />in wrftfng, and must be delivered to the other party no later than ninety (90) days, (or the
<br />maxfmum t(me per(od permttted by applicable law) prlor to the end of the Inltla( Term or
<br />then current Renewal Temt.
<br />c. Thls Agreement may be terminated at any time by either party tn the event of a materlal
<br />breach of these Terms and Condltfons by the other party. In the case of such a breach, the
<br />non-breaching party must prov(de written notice of such breach to the breaching parly.
<br />The breaching party shait have a nfnety (90) days (or the maxfmum dme pedod permir--1 b)
<br />appl(ceble law) from the tlme It recelves such notice to cure such breach.
<br />9. USPS ACKNOWLEDGMENT:
<br />Customer acknowledges that the meter(s) Customer has leased is owned by FP, the iessor,
<br />and that it will be surrendered to the lessor immediately upon its demand. Customer further
<br />acknowledges that use of this meter is subject to the wnditions estabiished from time to time
<br />by the United States Postal Service and publisned in the Domestic Mail Manual. Customer
<br />acknowledges its understanding of the fac[ lhat if the meler is used in any fraudulent or unlawful
<br />scheme or enterprises, or is not used tor any 12 consecutive month period, or it Customer fails to
<br />exercise sufficient control over the use of the meter to preclude its unlawFul or improper use, or
<br />if Customer takes or allows the meter to be taken outside the United States without prior written
<br />permission of the Manager, Retail Systems and Equipment, U.S. Postal Servfce, Washingion, DC
<br />20260-6807, or if Customer otherwise fails to a6ide by the provisions of postal regulatfons and
<br />this lease regarding care and use of the meter, that this rentaVlease agreemenl and any related
<br />Customer ldentification Number may be revoked. Cuslomer further acknowledges thai any use
<br />of this meler to fraudulenUy deprive the U.S. Postal Service of revenue can cause CusYomer to
<br />be su6jed to civil and criminal penatties appiicable to fraud and/or false claims against the United
<br />States. The submission of a false, fid'A(ous, or Naudulent statement can resuft in imprisonment
<br />of up to 5 years and a fine of up to $10,000 (16 U.S.C. 1001). In addition, a civil penalty of up to
<br />$5,000 and an additional assessment of twice the amount falsely claimed may be imposed (31
<br />U.S.C. 3802). A false statement in this application or the mailing of marier bearing a fraudulent
<br />postage meter imprint, are exampies of vioiation of these statutes.
<br />Signature of Customer's Authorized Representatfve;
<br />Printed Name:
<br />Page
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