22-208.00 PrinterLogic: Printer Management Software 22.10g
VASION MASTER SOFTWARE AGREEMENT
This Master Software Agreement is between PrinterLogic, Inc. doing business as Vasion, a Delaware Corporation
("Vasion") and the individual or entity ("You," "you," "Your,""your")that is a recipient of Vasion's Services as
described on the applicable Quote. Vasion and You are referred to individually as a"Party"and collectively as the
"Parties" By accepting this Agreement, You agree to follow and be bound by the terms and conditions of this
Agreement.
CUSTOMER'S ACCEPTANCE OF THIS AGREEMENT IS INDICATED BY ANY OR A COMBINATION OF
THE FOLLOWING: (1) CLICKING ON THE "I ACCEPT" BUTTON, (2) EXECUTING A VASION-ISSUED
NON-EXPIRED QUOTE THAT REFERENCES THIS AGREEMENT,OR(3)USING THE VASION SERVICES,
INCLUDING BUT NOT LIMITED,TO ANY FREE SERVICES(AS DEFINED IN SECTION 1 BELOW).
The Services, Documentation, and/or Vasion website may not be accessed for purposes of monitoring availability,
performance or functionality, or for any other benchmarking or competitive purposes. Vasion's direct competitors
are prohibited from accessing the Services and website.
1. DEFINITIONS
"Acceptable Use Policy": shall mean the Acceptable Use Policy, updated from time to time, located at:
https://printerlogic.com/acceptable-use-policy/, which shall be deemed validly incorporated into this
Agreement as if contained within the main body.
"Affiliate" means an entity directly or indirectly owned or controlled by a party,where "ownership"means
the beneficial ownership of fifty percent (50%) or more of an entity's voting equity securities or other
equivalent voting interests and"control"means the power to direct the management or affairs of an entity.
"Agreement"means this Master Software Agreement,updated from time to time.
"Customer"means either: 1) in the case of an individual accepting this Agreement on their own behalf,such
individual, or 2) in the case of an individual accepting this Agreement on behalf of a company or other legal
entity, the company or other legal entity for which such individual is accepting this Agreement,and Affiliates
of that company or entity (if applicable and only for so long as they remain Affiliates)that are using the
Services.The Customer shall be responsible for the actions and omissions of its Affiliates.
"Customer Data" means electronic data and information, including Personal Data, submitted by,to,or for
Customer to the Services,excluding Third Party Applications.
"Documentation" means Vasion's then-current publications on the functionality, specifications and
configurations of its Services.
"DPA" shall mean Data Processing Addendum, attached hereto as Exhibit A, and the terms thereof are
validly incorporated herein as if they were contained within the body of this Agreement.
"Free Services"means Services that Vasion makes available to Customer free of charge,including free trials.
Free Services exclude Purchased Services.
"Malware"means code,files,scripts,agents or programs intended to do harm,including for example viruses,
worms,time bombs and Trojan Horses.
"Personal Data"means data that may be used to identify an individual as is defined by the relevant applicable
data protection laws.
"Quote" means a Vasion-issued ordering document specifying the Services to be provided to Customer by
Vasion.
"On-premise Software" means collectively the object code versions of the Vasion computer software
programs installed on the Customer and/or User's premises and any applicable user documentation.
"Professional Services" means the technical consulting, configuration, training, installation, and
implementation services to be provided by Vasion under a separate statement of work or agreement mutually
agreed upon by both Parties.
"Purchased Services"means Services that Customer or Customer's Affiliate purchases pursuant to a Quote,
as distinguished from Free Services or those provided pursuant to a free trial.
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"SaaS Service(s)" means any Vasion-hosted software as a service (SaaS) including Cloud computing
services, print management, storage, e-signature, workflow, eforms, analog to digital, and other similar
services developed, operated, and/or maintained by Vasion, and includes all technology made available as
part, or in support,of SaaS Services. SaaS Services are comprised of web-based services hosted by Vasion
which are made available to and accessed by User at a designated website or IP address login or by such
other means as may be designated,enabled,or provided by Vasion.
"Service(s)" means Vasion commercially available computer program bundle, SaaS Services, On-premise
Software, Professional Services, apps, or add-ons thereto made available to the Customer and any related
update which may be furnished by Vasion to Customer provided that Customer has purchased a subscription
or for On-premise Software current maintenance services(as fully described in the SLA). Services exclude
Third Party Applications.
"SLA" shall mean the service level agreement, updated from time to time,which shall be deemed validly
incorporated into this Agreement as if contained within the main body, located at:
https://www.printerlogic.com/support-sla/.
"Third Party Applications" means a web-based or offline software application that is provided by the
Customer or a party other than Vasion.
"Usage Limits" shall mean the Customer or User's Usage Limits as described in the applicable Quote,
including,but not limited to,named Users,number of licenses,workflows,and storage.
"User" means an individual who is authorized by Customer to use a Service, for whom Customer has
purchased a subscription,and to whom Customer has supplied a user identification and password.Each User
account may only be used by a single individual.
"Vasion"shall mean either PrinterLogic, Inc. PrinterLogic Limited, or PrinterLogic GmbH, as the case may
be,and in all cases doing business as"Vasion".
2. FREE SERVICES
2.1 Free Services. Use of any Free Services is at Customer's sole discretion, sole risk,and subject to the terms
and conditions of this Agreement. In the event of a conflict between this section and any other portion of this
Agreement,this section shall control.
If Customer participates in Free Services,the Free Services will terminate at the earlier of(a)the start date of
Customer's subscription for Purchased Services or(b)termination of the Free Services by either Party.Any
Customer Data entered into the Services during Customer's use of the Free Services will be permanently lost,
unless before the end of the trial period, Customer purchases a subscription to the same Services as those
covered by the Free Services,or Customer exports the Customer Data.
NOTWITHSTANDING THE "REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND
DISCLAIMERS" SECTION AND "INDEMNIFICATION BY VASION" SECTION BELOW, THE FREE
SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY. VASION SHALL HAVE NO
INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE
SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER
APPLICABLE LAW; IN WHICH CASE, VASION'S LIABILITY WITH RESPECT TO ANY FREE
SERVICES SHALL NOT EXCEED THE LOWER OF 1) THE AMOUNT REQUIRED BY LAW OR 2)
$100.00. FURTHERMORE, VASION OFFERS NO SLA FOR ANY FREE SERVICES. WITHOUT
LIMITING THE FOREGOING, VASION DOES NOT REPRESENT OR WARRANT TO CUSTOMER
THAT CUSTOMER'S USE OF THE FREE SERVICES WILL: (A) MEET CUSTOMER'S
REQUIREMENTS, (B) BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,AND/OR
(C) PROVIDE ACCURATE USAGE DATA.NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THE "LIMITATION OF LIABILITY"SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE
UNDER THIS MASTER SOFTWARE AGREEMENT TO VASION FOR ANY DAMAGES ARISING
OUT OF CUSTOMER'S USE OF THE FREE SERVICES.
3. USE OF SERVICES
3.1 Right of Use. Subject to the terms of this Agreement, Vasion grants a limited, revocable, nonexclusive,
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non-transferable, subscription to implement and use the Services.As part of the registration process,You will
identify an administrative user name and password for Your account. Vasion reserves the right to refuse
registration it deems inappropriate. If you purchased Vasion On-premise Software, except as otherwise
expressly provided herein,Vasion grants You a license to(i)install,use,access,display,and run one(1)copy
of the On-premise Software on your server, and(ii) install,access,and maintain one(1)back-up copy of the
On-premise Software on a backup server. Vasion reserves any right not expressly granted to you herein.
3.2 Customer Responsibilities.Customer will:(a)be responsible for the accuracy,and quality of Customer Data
and for securing any privacy related rights and permissions in relation to Customer Data as required by
applicable laws and for Customer's use of Customer Data with the Services and the interoperation of any
Third Party Applications; (b)use commercially reasonable efforts to prevent unauthorized access to or use of
the Services, and notify Vasion promptly of any such unauthorized access or use;and(c)use Services only in
accordance with this Agreement, Documentation, the Acceptable Use Policy, Quotes, and applicable laws
and government regulations. Any use of the Services in breach of the foregoing by Customer or Users that,
Vasion believes threatens the security, integrity, or availability of Vasion's services, may result in Vasion's
immediate suspension and/or termination of the Services;however,Vasion will use commercially reasonable
efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation
or threat prior to any such suspension where appropriate.You further agree to be responsible for the acts and
omissions of the Users of the Service in breach of this Agreement.
3.3 Usage Limits. Services are subject to Usage Limits specified in the Quote. If Customer exceeds the Usage
Limit,Vasion may work with Customer to seek to reduce Customer's usage so that it conforms to that limit.
If,notwithstanding Vasion's efforts,Customer is unable or unwilling to abide by the contractual Usage Limit,
Customer shall pay for its excess usage by signing a Quote for additional quantities of the applicable Services
within ten (10) business days upon Vasion's request, and/or paying any invoice for excess usage in
accordance with the"Invoicing and Payment"section below.
3.4 Usage and License Restrictions. Customer is solely responsible for the legality of its own use of the
Services and Customer Data. Vasion may suspend or terminate Customer's use of the Services, remove
Customer Data or any other data, information,or content of data or files used,stored,processed or otherwise
by Customer or Users, if Vasion reasonably believes Customer or Users:(a)directly or indirectly make any
Service available to anyone other than Customer or Users unless expressly stated otherwise in the Quote;(b)
sell, resell, license, sublicense, distribute,or make available any Service; (c)use any Service or third party
application to store or transmit infringing, libelous, or otherwise unlawful or tortious material,or to store or
transmit material in violation of third-party rights; (d) use any Service or Third Party Application to store or
transmit Malware(e) interfere with or disrupt the integrity or performance of any Service or third party data
contained therein; (f)attempt to gain unauthorized access to any Service or its related systems or networks;
(g) permit direct or indirect access to or use of any Service in a way that circumvents a contractual Usage
Limit, or use any Service to access or use any of Vasion's intellectual property except as may be expressly
permitted under this Agreement; (h)modify, copy, or create derivative works based on a Service or any part,
feature, function or user interface thereof; (i) copy any Vasion Documentation or other materials except as
permitted herein; (j) frame or mirror any part of any Service; or (k) disassemble, reverse engineer, or
decompile any Service or access it to: (1) build a competitive product or service; (2) build a product or
service using similar ideas, features, functions or graphics of any Service; (3) copy any ideas, features,
functions or graphics of any Service; (4)determine whether any Services are within the scope of any patent;
or(5)for any other benchmarking or financially harmful purposes.
3.5 Removal of Third Party Applications. If Customer receives notice from Vasion that a Third Party
Application must be removed,modified, and/or disabled to avoid violating applicable law,this Agreement,
third-party rights, and/or the Acceptable Use Policy, Customer will promptly do so. If Customer does not
promptly take required action in accordance with the above,or if in Vasion's judgment,a continued violation
is likely to occur,Vasion may disable the applicable Service(s)and/or operation with Third Party Application.
If requested by Vasion,Customer shall confirm such deletion and discontinuance of use in writing and Vasion
shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental
authority,as applicable.
4. DATA PROTECTION AND PERSONAL INFORMATION
4.1 Protection of Data. Each party shall comply with its respective obligations under applicable data protection
laws. Each party shall maintain appropriate administrative, physical,technical, and organizational measures
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that ensure an appropriate level of security for Confidential Information and Personal Data. Vasion will
process Personal Data in accordance with the DPA.
4.2 Customer's Use of Personal Information. Customer will be solely responsible for providing any notices
required by applicable law to,and receiving any consents and authorizations required by applicable law from,
persons whose personal information may be included in account data and Customer Data.
4.3 General Data Protection Regulation.To the extent the General Data Protection Regulations(the
"Directive")are applicable,each party agrees that,in the performance of its respective obligations under this
Agreement,it shall comply with the provisions of(the"Directive")where applicable.
4.3.1 For the purpose of this clause,'data controller','data processor','data subject',`Information
Commissioner','personal data',and'processing'shall have the meanings given to them in the Directive.
4.3.2 The parties agree that you are the data controller in respect of any personal data that Licensor processes
in the course of providing services for you(other than business contact data processed by the Licensor to
allow it to manage your account),and that Licensor is the data processor of said personal data.
4.3.3 Further,the parties agree that you are the Data Exporter and Licensor is the Data Importer as defined
within the standard contractual clauses as amended and set forth in Exhibit A below,and the parties agree to
the terms and conditions of the said standard contractual clauses.
5. VASION PRODUCTS AND SERVICES
5.1 Future Features. Customer agrees that its purchase and future purchases are not contingent on the delivery
of any future functionality or features,or dependent on any oral or written public comments made by Vasion
regarding future functionality or features.
5.2 Third Party Products and Services.Any acquisition by Customer of third party products or services, and
any exchange of data, of any nature, between Customer and any third party provider, product,or service is
solely between Customer and that third party. Vasion does not warrant or support third party applications,
products,or services. Vasion is not responsible for any disclosure,modification or deletion of Customer Data
resulting from access by such third party product or its provider.
5.3 Integration with Third Party Applications. The Services may contain features that interoperate with third
party applications. Vasion does not guarantee the continued availability of such Service features, and may
cease providing them without entitling Customer to any notice,refund,credit,or other compensation.
6. FEES AND PAYMENT
6.1 This Section is only applicable in the event Customer is purchasing Services directly from Vasion and not
through a third party.
6.2 Fees. Customer shall pay all fees specified in the Quote. Except as otherwise specified herein or in the
applicable Quote, (i) fees are based on Services subscriptions purchased and not actual usage(except for
excess Usage Limit payments as described in Section 3.3 "Usage Limits"); (ii) payment obligations are
non-cancelable (even before an invoice is issued) and fees paid are non-refundable; and (iii) quantities
purchased cannot be decreased during the relevant subscription term.
6.3 Invoicing and Payment. If Customer provides credit card information to Vasion, Customer authorizes
Vasion to charge said credit card for all Services listed in the Quote(s) for the initial subscription term,
additional purchases during the term(s), and any renewal subscription term(s).Unless otherwise stated in the
Quote, invoiced fees are due net 30(thirty)days from the invoice date.Customer is responsible for providing
complete and accurate billing and contact information to Vasion and promptly notifying Vasion of any
changes to such information. Time is of the essence for payment. Failure to maintain a valid automated
payment method may result in the suspension of Services without notice.
6.4 Overdue Charges.If any invoiced amount,or portion thereof,is not received by Vasion by the due date,then
without limiting Vasion's rights or remedies,those charges may accrue late interest at the rate of: 1) 1.5%of
the outstanding balance per month,or 2)the maximum rate permitted by law,whichever is greater.
6.5 Suspension of Service and Acceleration. If any charge or part thereof owed by Customer under this or any
other agreement for Services is 30(thirty)days or more overdue,Vasion may,without limiting its other rights
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and remedies, accelerate Customer's fee obligations and suspend applicable Services until such amounts are
paid in full. If Customer is reasonably and in good faith disputing the applicable charges and is cooperating
diligently to resolve the dispute,Vasion will not immediately exercise its rights under the"Overdue Charges"
or"Suspension of Service and Acceleration"sections.
6.6 Taxes. Vasion's fees do not include any taxes or similar governmental assessments of any nature,including,
for example,value-added, sales,use or withholding taxes(collectively,"Taxes").Customer is responsible for
paying all Taxes associated with its purchases hereunder. If Vasion has the legal obligation to pay or collect
Taxes for which Customer is responsible under this section,Vasion will invoice Customer and Customer will
pay that amount unless Customer provides Vasion with an appropriate valid tax exemption certificate. For
clarity, Vasion is solely responsible for taxes assessable against it based on its income, property, and
employees.
7. PROPRIETARY RIGHTS AND LICENSES
7.1 Customer's Reservation of Rights.As between the Parties, Customer owns all rights,title, and interest in
and to Customer Data. Customer hereby grants Vasion a limited, non-exclusive, royalty-free,world-wide,
license for the term of this Agreement to access, use, reproduce,transmit, store, and archive the Customer
Data solely as necessary for Vasion to provide the Services to Customer during the term of this Agreement.
7.2 Vasion's Reservation of Rights. Vasion owns all rights (including but not limited to intellectual property
rights),title, and interest in and to the Services, Documentation, feedback(including,without limitation,the
right to own and incorporate any suggestion, recommendation, correction, or other feedback provided by
Customer or Users into Vasion's services), and usage data. Vasion may collect usage data and use it to
operate, improve, support services, and for other lawful business practices,such as analytics,benchmarking,
and reports.No rights are granted to Customer hereunder other than as expressly set forth herein.
8. CONFIDENTIALITY
8.1 Definition of Confidential Information. "Confidential Information"means all information disclosed by a
party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is
designated as confidential or that reasonably should be understood to be confidential given the nature of the
information and/or the circumstances of disclosure.Confidential Information of Customer includes Customer
Data. Confidential Information of Vasion includes pricing,technical information,security information,future
product and service offerings, and product roadmaps. Confidential Information of each party includes the
terms and conditions of this and previous agreements, negotiations between the parties, business and
marketing plans, and business processes, trade secrets,and information that should reasonably be understood
as confidential in nature. However, Confidential Information does not include any information that: (i)is or
becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii)
was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any
obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation
owed to the Disclosing Party;or(iv)was independently developed by the Receiving Party.
8.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in
and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to
protect the confidentiality of its own confidential information of like kind(but not less than reasonable care).
Notwithstanding the foregoing, under terms of confidentiality materially as protective as set forth herein,
each party may disclose information to the extent necessary to perform its obligations under this Agreement.
Recipient's duty to protect trade secrets continues for so long as it remains a trade secret under applicable
law. For Confidential Information other than trade secrets, Recipient's duty to protect Confidential
Information expires three(3)years from the date of termination of this agreement.
8.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party
to the extent compelled by law to do so,provided the Receiving Party gives the Disclosing Party prior notice
of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing
Party's cost,if the Disclosing Party wishes to contest the disclosure.
8.4 This confidentiality section supersedes all prior and contemporaneous agreements concerning its subject
matter.Any such agreements are hereby terminated,provided,however,that: 1)all survival provisions in said
agreements shall not terminate and 2) any information disclosed by either party prior to the effective date of
this agreement is governed by said prior and contemporaneous agreements.
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9. REPRESENTATIONS,WARRANTIES,EXCLUSIVE REMEDIES,AND DISCLAIMERS
9.1 Limited Warranty. Vasion warrants that during the purchased subscription term, the Services will perform
materially in accordance with the applicable Documentation. This warranty does not apply to (a) any Free
Services or(b) issues in or caused directly or indirectly by third-party platforms or Third Party Applications.
In the event that there is a defect in the Services,you expressly acknowledge and agree that you must provide
Vasion with a reasonably detailed explanation of the defect within fifteen(15)days of discovering the defect.
You further agree that your exclusive remedy shall be that Vasion,in its sole discretion,shall either(i)replace
or repair the affected Service,or(ii)terminate the Services and this Agreement and return the pro rata amount
paid for the affected Services.
9.2 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY
WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,AND
EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. VASION IS NOT LIABLE FOR DELAYS,
FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET OR OTHER SYSTEMS
OUTSIDE VASION'S CONTROL AND DOES NOT WARRANT THAT ANY SERVICE WILL BE
UNINTERRUPTED OR ERROR-FREE. FREE SERVICES ARE PROVIDED "AS IS," AND AS
AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
10. INDEMNIFICATION
10.1 Indemnification by Vasion. Vasion will defend You against any claim,demand,suit,or proceeding brought
against You by a third party alleging that the Service infringes such third party's intellectual property rights(a
"Claim Against You"),and will indemnify You from the damages,and reasonable and necessary attorney fees
and costs finally awarded against You as a result of the infringement, or for amounts paid by You under a
settlement approved by Vasion in writing. If Vasion receives information about an infringement or
misappropriation claim related to a Service,Vasion may,in its discretion and at no cost to You,(i)modify the
Services so that they are no longer claimed to infringe or misappropriate and will not be deemed to be in
breach of any warranty under Section 9.1 above,(ii)obtain a license for Your continued use of that Service in
accordance with this Agreement, or (iii) terminate Customer's subscriptions for that Service upon a
reasonable period of written notice where possible and refund Customer any prepaid fees covering the
remainder of the term of the terminated subscriptions.The above defense and indemnification obligations do
not apply if: (1)the allegation and/or claim does not state with specificity that the Services are the basis of
the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the
Services or any part thereof with software, hardware,data,or processes of a third party if the Services or use
thereof would not infringe without such combination; (3) a Claim Against Customer arises from any Free
Services or complimentary offerings; or(4) a Claim against Customer arises from a Third Party Application;
or (5) Customer's or User's breach of this Agreement, Privacy Policy, Acceptable Use Policy,
Documentation,or Quote.
10.2 Indemnification by Customer. Customer will defend Vasion and its Affiliates against any claim, demand,
suit or proceeding made or brought against Vasion by a third party concerning (1) any Customer Data or
Customer's use of Customer Data with the Services; or (2) a Third Party Application used by Customer
(including the combination of a Third Party Application used by Customer and used with the Services)that
infringes or misappropriates such third party's intellectual property or other rights; or (3) Customer's or
User's use of the Services in an unlawful manner or in violation of the Agreement, Privacy Policy,
Acceptable Use Policy, Documentation, or Quote (each a "Claim Against Vasion"), and will indemnify
Vasion from any damages, attorney fees and costs as a result of, or for any amounts paid by Vasion under a
settlement approved by Customer in writing.
10.3 Indemnification Procedure. The Party seeking indemnification under this section must (a) provide the
indemnitor prompt written notice of the Claim Against Customer or Claim Against Vasion, respectively
("Claim"), (b) give the indemnitor sole control of the defense and settlement of the Claim (except that the
indemnitor may not settle any Claim unless it receives written approval from indemnitee(which shall not be
unreasonably withheld)),and(c)gives indemnitor all reasonable assistance,at indemnitor's expense.
10.4 Exclusive Remedy. This "Indemnification" section states the indemnifying party's sole liability to, and the
indemnified party's exclusive remedy against, the other party for any third party claim described in this
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section.
11. LIMITATION OF LIABILITY
11.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY
TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS
AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES
HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS
PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING
LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND
REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT EITHER PARTIES
INDEMNIFICATION OBLIGATIONS OR CUSTOMER'S AND ITS AFFILIATES' PAYMENT
OBLIGATIONS UNDER THE"FEES AND PAYMENT"SECTION ABOVE.
11.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS
AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR
ANY: (1) LOST PROFITS; (2) LOST OR ANTICIPATED REVENUES; (3) LOSS OF GOODWILL; (4)
LOSS OF USE; (5) LOST DATA; (6), ANY COSTS AND EXPENSES FROM OR IN CONNECTION
WITH REPLACEMENT SERVICES; (7) BUSINESS INTERRUPTION; OR (8) ANY INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY OTHER
INTANGIBLE LOSSES, HOWSOEVER ARISING, WHETHER AN ACTION IS IN CONTRACT OR
TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS
AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S
OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE
FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
12. TERM AND TERMINATION
12.1 Term of Agreement. Unless terminated earlier in accordance with this agreement, this Agreement
commences on the date specified on the Quote.
12.2 Term of Subscriptions. Unless terminated earlier in accordance with this agreement, the term of each
subscription shall be as specified in the applicable Quote. Subscriptions will automatically renew for
additional one year terms, unless either party gives the other written notice at least 30(thirty)days before the
end of the relevant subscription term.
12.3 Termination. A party may terminate this Agreement for cause:(i)upon 30(thirty)days written notice to the
other party of a material breach if such breach remains uncured at the expiration of such period, (ii) if the
other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,
receivership, liquidation, or assignment for the benefit of creditors,or(iii)either party is required to do so by
law.
12.4 Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with
this section,Vaison will refund Customer any prepaid fees covering the remainder of the subscription term of
the applicable Quote after the effective date of termination. If this Agreement is terminated by Vasion in
accordance with the "Termination" section above,Customer will pay any unpaid fees covering the remainder
of the subscription term of all Quotes to the extent permitted by applicable law.In no event will termination
relieve Customer of its obligation to pay any fees payable to Vasion for the period prior to the effective date
of termination or interest owed after the date of termination.
12.5 Surviving Provisions. The sections titled "Free Services," "Fees and Payment," "Proprietary Rights and
Licenses," "Confidentiality," "Disclaimers," "Indemnification," "Limitation of Liability," "Refund or
Payment upon Termination,""Removal of Third Party Applications,""Surviving Provisions"and"General
Provisions"will survive any termination or expiration of this Agreement,and the section titled"Protection of
Customer Data"will survive any termination or expiration of this Agreement.
13. GENERAL PROVISIONS
13.1 Calendar Days.Unless otherwise stated,all references to"days"shall mean calendar days.
13.2 Export Compliance. The Services and other Vasion technology may be subject to export laws and
regulations of the United States and other jurisdictions.Customer(a)represents that neither it nor any User is
named on any U.S.government list of prohibited or restricted parties or located in(or a national of)a country
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that is subject to a U.S. government embargo or that has been designated by the U.S. government as a
"terrorist supporting" country, and(b)agrees not to access or use the Service in violation of any U.S.export
embargo, prohibition or restriction. Customer will not permit any User to access or use any Service in a
U.S.-embargoed country or region or in violation of any U.S.export law or regulation.
13.3 Opportunity to consult with counsel. Each party agrees that it has had the opportunity to consult with
counsel concerning this agreement and the contents contained herein prior to signing.
13.4 Entire Agreement and Order of Precedence. This Agreement, including the documentation which is
incorporated herein by way of a link, is the entire agreement between Vasion and Customer regarding
Customer's use of Services and supersedes all prior and contemporaneous agreements, written or oral,
concerning its subject matter. No representations have been made, other than what is provided for in this
agreement and neither party is relying on any representations made outside of this agreement. The parties
agree that any term or condition stated in a Customer purchase order or in any other Customer documentation
(excluding Quote(s)) is void and is expressly rejected by Vasion.In the event of any conflict or inconsistency
among the following documents, the order of precedence shall be: (1) this Agreement, (2) the applicable
Quote. Titles and headings of sections of this Agreement are for convenience only and shall not affect the
construction or interpretation of any provision of this Agreement.
13.5 Waiver and Severability.No failure or delay by either party in exercising any right under this Agreement
will constitute a waiver of that right. If any provision of this Agreement is held by a court of competent
jurisdiction to be contrary to law,the provision will be deemed null and void,and the remaining provisions of
this Agreement will remain in effect.
13.6 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a
partnership, franchise,joint venture, agency, fiduciary or employment relationship between the parties.Each
party will be solely responsible for payment of all compensation owed to its employees.Except as otherwise
expressly set out herein,there are no third-party beneficiaries under this Agreement.
13.7 Customer's Right to Assign. So long as Customer remains current in the payment of all amounts when due,
Customer may assign this Agreement in connection with any merger,consolidation,reorganization,or a sale
of all or substantially all of Customer's business or business assets relating to this Agreement to an
unaffiliated third party provided that 1) such assignment is not to a Vasion competitor and 2) customer
provides Vasion 30 (thirty)days advance written notice. Subject to the foregoing, this Agreement will bind
and inure to the benefit of the parties, their respective successors and permitted assigns. Under no other
circumstances may Customer assign this agreement without the written consent of Vaison any attempt to do
so is void.
13.8 Vasion Contracting Entity, Notices, Governing Law, and Venue. The Vasion entity entering into this
Agreement, the address to which Customer should direct notices under this Agreement, the law that will
apply in any dispute or lawsuit arising out of or in connection with this Agreement,and the courts that have
jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled. Each party agrees to
the applicable governing law in the table below without regard to choice or conflicts of law rules,and to the
exclusive jurisdiction above. Customer hereby consents to personal jurisdiction in and to the respective
jurisdiction.
If Customer is The Vasion entity Notices should be Goy crning law: Exclusive jurisdiction of
domiciled in: entering into this addressed to: disputes:
Agreement is:
The United States of PrinterLogic, Inc. dba 432 South Tech Ridge Delaware,USA Federal courts in
America, Mexico or Vasion, a Delaware Drive Saint George, Delaware,USA
any other county or corporation UT 84770, U.S.A.,
region other than attn:Legal Department
EMEA or Germany
8
220408.ISO
EMEA PrinterLogic, 432 South Tech Ridge English All disputes shall be
(excluding UK) Limited(Trade name Drive Saint George, referred to and finally
Vasion) UT 84770, U.S.A., resolved by arbitration in
attn:LegalDepartment London conducted in the
English language by a sole
arbitrator pursuant to the
LCIA Arbitration Rules
which are deemed to be
incorporated by reference
into this section 13.7.
UK PrinterLogic, 432 South Tech Ridge English Courts of England
Limited (Trade name Drive Saint George,
Vasion) UT 84770, U.S.A.,
attn:Legal Department
Germany PrinterLogic GmbH 432 South Tech Ridge German Court of Germany
(Trade name Vasion) Drive Saint George,
UT 84770, U.S.A.,
attn:LegalDepartment
13.9 Manner of Giving Notice. Vasion's physical address for notices is as specified in the table above, and its
email address for notices is legalteam@vasion.com.Customer's physical(and,if applicable,email addresses)
for notices is specified on the Quote.Notices required or permitted to be given under this Agreement shall be
in writing and shall be deemed to be sufficiently given:(i)one(1)business day after being sent by overnight
courier to the Party's physical address; (ii) three(3)business days after being sent by registered mail,return
receipt requested,to the Party's physical address;or(iii)one(1)business day after being sent by email to the
Party's email address (provided that(1)the sender does not receive a response that the message could not be
delivered or an out-of-office reply and (2) any notice for an indemnifiable Action, breach, or termination
must be sent by courier or mail pursuant to clause(i)or(ii))and marked"Legal Notice".
9
220408.1 SO
PrinterLogic Quotation
a vnsiorj solution Quote e: O 96178 2
Created Date: 27-Oct-2022
Quote Expires: 11-Nov-2022
Address
Vasion Ship To
432 S. Tech Ridge Drive City of Spokane Valley Attn: Chad Knodel
St. George, Utah 84770 - USA 10210 E Sprague Ave
Spokane Valley, WA 99206
Contact USA
Sales Rep: Marlee Branch
Phone: (435) 652-1288 Bill To
General Inquiries: sales@printerlogic.com City of Spokane Valley Attn: Accounts Payable
PO Receiving: orders@printerlogic.com 10210 E Sprague Ave
Spokane Valley, WA 99206
USA
QTY PART# NAME UNIT DISC EXTENDED EXTENDED
PRICE (%) UNIT TOTAL
25 P-C-SAS-COR-25+ Print-Commercial-SaaS-Core-25-49 USD 105.30 12.80 USD 91.82 USD 2,295.50
TOTAL: USD 2,295.50
Quote Total: USD 2,295.50
Plus applicable sales tax
Payment Terms:
Net 30 Paid Up Front
• Sign and return this quote to orders@printerlogic.com. Please reference "Q-96178-4" in the subject line
• Send a Purchase Order and reference the folowing quote number: "Q-96178-4"
You will then be sent an invoice with instructions on paying by Wire, Check, or Credit Card
By signing below, you agree (i)that the services listed herein are subject to the services terms located at(https://
www.printerlogic.com/master-software-agreement/), (ii)that you have read and understand the service terms, and (iii)
that such service terms may only be superseded in a mutually-signed agreement containing an express reference to such
service terms. Further, you agree that any and all terms in your purchase order or similar document are expressly rejected
by Vasion.
Signature: �/�� Date: //- 61-r 2
Name (Print): �,y,,, ys,. Title: c . ry
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