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25-068.00QuadientLeasingUSAInc2025QuadientPostageMachineLease Customer Purchase Order- Lease Organization City of Spokane Valley _ NASPONaluePoint Contract#: CTR058809 DBA and/or Address 10210 E Sprague Ave State Participating Addendum(PA)#: City State Zip Spokane WA 99206 15622-02(WA) Phone (509)720-5110 Fax Vendor Ship To Company Name Quadient Leasing USA Inc. FEDERAL ID#94-2984524 Organization City of Spokane Valley Attention Government Sales DUNS#150836872 Attention Chad knodel Address 478 Wheelers Farms Rd Address 10210 E Sprague Ave City State Zip Milford CT 06461 City State Zip Spokane WA 99206 Phone (866)448-0045 Fax (203)301-2600 Phone (509)720-5110 Email cknodel@spokanevalleywa.gov P.O.Number P.O.Date Requisitioner Shipped Via F.O.B.Point Terms Ground Destination Quarterly Invoicing QTY Unit Description Unit Price Total 60 Months Lease Payment $316.45 $18,907.08 Lease payment specified above for products listed below includes,as applicable,reduced price equipment maintenance to reflect first year free,meter rental,meter resets, postal rate changes,software license/support/subscription fees,delivery,installation,and operator training. Products QTY Product ID Description 1 IX7 iX-7 Series Base w/Mixed Size Feeder,Sealer,Drop Tray&Ink Cartridge 1 IXDS7 Dynamic Weighing Platform for IX Series 7/7PRO Bases 1 IXWP10 IX Series 10 lb Weighing Platform 1 IX7ERR iX-7 Series Base e-RR Feature&Activation Kit w/bc scanner.Inc e-RR SW&Rate File w/200 eDel/Sig 1 NSRLD-USB Brother Thermal Label Prtr(w/str pack Ibis)Works w/SMART Desktop(RTS)/Print Solutions. 1 SMARTESSENTIAL-IX7 S.M.A.R.T.Essential Subscription for iX-7&iX-7PRO Mailing System 1 SMARTSHIPSCALE-10 iX-Series and S.M.A.R.T.external 10Ib scale with USB Connection(for use with SMART Desktop Reque 1) Order is governed under the terms and conditions of the NASPONaluePoint Master Price Agreement Contract Number CTR058809.Enter this order in accordance with the prices, terms,delivery method,and specifications listed above. 2) Payments will be sent to: Quadient Leasing USA,Inc.Dept 3682 \ ///+++ 3 2 Z De Box 123682 Dallas TX 75312-3682 Authorized Dat 3) Send all correspondence to; n Quadient Leasing USA,Inc. T t<. /j^ar, J478 Wheelers Farms RdL II/1/'\^/ ��� /-� Milford CT 06461 (- Phone:203-301-3400 Print Name Itie Fax:203-301-2600 quadi1ent Terms and Conditions You agree to make Lease Payments to Us at the address specified on GOVERNMENT PRODUCT LEASE AGREEMENT Our invoices,or at any other place designated by Us within thirty(30) days of the date of Our invoice. 5. Delivery and Location of Products.The Products will be delivered In this Government Product Lease Agreement (the "Lease"), the to You at the installation address specified on the Order Form words"You"and "Your" mean the lessee,which is the entity that is ("Installation Address") or, if no such location is specified, to Your identified as the Customer on the Government Product Lease billing address. Your acceptance of the Products occurs upon Agreement Order Form("Order Form"). "We,""Us"and "Our" mean delivery of the Products. You shall not remove the Products from the the lessor, Quadient Leasing USA, Inc. "Supplier" refers to either Installation Address unless You first get Our written permission to do Quadient,Inc., or any other third party that has manufactured,or is so. providing services related to,the Products. 6. Ownership, Use, and Maintenance of Products. We will own 1. Lease of Products.THIS LEASE IS UNCONDITIONAL AND NON- and have title to the Products during the Lease.You agree that the CANCELABLE (except as provided in Section 24, below) during the Products are and shall remain Our personal property. You authorize Initial Term (as defined below). You agree to lease from Us the Us to record (and amend, if appropriate) a UCC financing statement equipment,embedded software,Software, services and other products to protect Our interests.You represent that the Products will be used listed on the Order Form, together with all existing accessories, solely for commercial purposes and not for personal, family or embedded software programs, attachments, replacements, updates, household purposes. At Your own cost, You agree to maintain the additions and repairs, (collectively the "Products") upon the terms Products in accordance with the applicable operation manuals and to stated herein. The term "Software" means any software that is keep the Products in good working order, ordinary wear and tear subject to this Lease,other than software programs that are embedded excepted. in the hardware.Software is subject to the additional terms as may be 7• Assignment of Supplier's Warranties and Notice of Reused provided by the Supplier. Components. We hereby assign to You any warranties relating to the 2. Promise to Pay. You promise to pay to Us the lease payment Products that We may have received from the Supplier. GUIDED BY shown on the Order Form ("Lease Payment") in accordance with QUADIENT, INC.'S SUSTAINABLE DESIGN AND RESPONSIBLE the payment schedule set forth thereon,plus all other amounts stated MANUFACTURING POLICY, THE PRODUCTS MAY CONTAIN REUSED in this Lease. COMPONENTS. For more information visit https://www.quadient.com/about-us/sustainable-design-a nd- 3. Initial Term;Renewal. manufacturing. 3.1 FMV Lease. The Initial Term of this Lease will begin on the 8. Relationship of the Parties. You agree that You, not We, date the Products are installed and will continue for the number selected the Products and the Supplier, and that We are a separate of months shown on the applicable Order Form ("Initial Term"). company from the Supplier and that the Supplier is not Our agent.IF Unless You have opted for an LTOP Lease as described in Section 23, YOU ARE A PARTY TO ANY MAINTENANCE, SERVICE, SOFTWARE You must notify Us in writing at least thirty(30) days before the end LICENSE, SUPPLIES OR OTHER CONTRACT WITH ANY SUPPLIER,WE of the Initial Term that You intend to either:(i)return the Products at ARE NOT A PARTY THERETO,AND SUCH CONTRACT IS NOT PART OF the end of the Initial Term;or(ii) purchase the Products pursuant to THIS LEASE (EVEN THOUGH WE MAY, AS A CONVENIENCE TO YOU Section22. If You have not opted for anLTOPleaseandYou fail to give AND THE SUPPLIER, BILL AND COLLECT MONIES OWED BY YOU TO us such notice, then this Lease will automatically renew for THEM). consecutive periods of one(1)month each(each a "Renewal Period"). The amount You pay for the Products will remain unchanged during 9 Default. You will be in default under this Lease if You fail to pay each Renewal Period. We will not notify You that the Initial Term or any amount within ten(10)days of the due date or fail to perform or any Renewal Period is ending. You may terminate this Lease at the observe any other obligation in this Lease. If You default, We may, conclusion of any Renewal Period by giving Us thirty (30) days prior without notice to You, do any one or more of the following,at Our written notice of Your intent to do so. If You notify Us in writing that option,concurrently or separately:(A) cancel this Lease; (B) require You intend to terminate the Lease,as set forth above,You shall either You to return the Products pursuant to Section 12 below; (C)take return the Products pursuant to Section 12 of this Lease or purchase possession of and/or render the Products unusable, and for such the products pursuant to Section 22. purposes You hereby authorize Us and Our designees to enter Your premises,with prior reasonable notice or other process of law;and(D) 3.2 LTOP Lease. If you have opted for an LTOP Lease as described in require You to pay to Us, on demand as liquidated damages and not Section 23,then the term of this Lease will begin on the date the as a penalty, an amount equal to the sum of: (i) all Lease Payments Products are installed and will continue for the number of months and other amounts then due and past due; (ii) all remaining Lease shown on the applicable Order Form ("Initial Term"). At the Payments for the then-current term, together with any taxes due or to conclusion of the Initial Term of an LTOP Lease, we shall: (i) become due during such term (which You agree is a reasonable transfer title of all hardware Products to You as set forth in Section estimate of Our damages); and (iii) in the event that You failed to 23;and(ii)Your license to use any Software Products shall continue promptly return the Products to Us,an amount equal to the remaining without the need to make any further license payments to Us. value of the Products at the end of the then-current term, as 4. Payments. Lease Payments, and other charges provided for reasonably determined by Us. To the extent allowable by law, You herein,are payable in arrears periodically as stated on the Order Form. shall also pay all Our costs in enforcing Our rights under this Lease, Government Equipment Lease Terms USPS Direct V9-2020 including reasonable attorneys' fees and expenses that We incur 16. Notice. All notices, requests and other communications to Us to take possession, store, repair, or dispose of the Products,as shall be in writing and sent to: Quadient Leasing USA, Inc., 478 well as any other expenses that We may incur to collect amounts owed Wheelers Farms Road, Milford, CT 06461 ("Notice Address"). Such to Us. We are not required to re-lease or sell the Products if We notices shall be considered given when: (i) delivered personally, or repossess them. These remedies shall be cumulative and not (ii) sent by commercial overnight courier with written confirmation exclusive, and shall be in addition to any and all other remedies of delivery. In the event that We do not accept Your offer to enter available to Us. this Lease,then You have the right to a written statement that specifies 10. Finance Lease. You agree that this Lease is a "finance lease"as the reasons that Your offer was not accepted.You can request such a defined in Article 2A of the Uniform Commercial Code ("UCC").To the statement by writing to Us at the Notice Address. extent permitted by law,You hereby waive any and all rights and 17. Integration. The Lease represents the final and only remedies conferred upon You under UCC Sections 2A-303 and 2A- agreement between You and Us. There are no unwritten oral 508 through 2A-522, or any similar laws. agreements between You and Us.The Lease can be changed only by 11. Loss;Damage;Insurance.You shall:(i)bear the risk of loss and a written agreement between You and Us.Any additional terms and damage to the Product(s) during the Initial Term and any Renewal conditions referenced on any Purchase Order shall be void and have Period;and(ii)keep the Product(s)insured,at Your expense, against no effect on this Lease. all risks of loss and damage in an amount at least equal to its full 18. Severability. In the event any provision of this Lease shall be replacement cost. deemed to be invalid, illegal or unenforceable, the validity,legality 12. Return of Products. Unless You take title to the tangible Products and enforceability of the remaining provisions shall not in any way pursuant to Section 22 or Section 23,then You are required to return be affected or impaired thereby.The parties agree to replace any such Products under this Lease. In such a case, at the end of the invalid provision with a valid provision, which most closely Lease, You shall, after receiving an Equipment Return Authorization approximates the intent and economic effect of the invalid provision. ("ERA") number from Us, promptly send the Products, at Your 19. Waiver or Delay. A waiver of any default hereunder or of any expense plus shipping and handling costs, to any location(s) that We term or condition of this Lease shall not be deemed to be a continuing designate in the contiguous United States. The Products must be waiver or a waiver of any other default or any other term or condition, properly packed for shipment with the ERA number clearly visible, but shall apply solely to the instance to which such waiver is directed. freight prepaid and fully insured, and must be received in good We may accept late payments, partial payments, checks, or money condition,less normal wear and tear. orders marked "payment in full," or with a similar notation, without 13. Assignment. YOU SHALL NOT SELL, TRANSFER, ASSIGN, compromising any rights under this Lease. SUBLEASE, PLEDGE OR OTHERWISE ENCUMBER (COLLECTIVELY, 20. Survival of Obligations. Your obligations under this Lease shall "TRANSFER")THE PRODUCTS OR THIS LEASE IN WHOLE OR IN PART. survive any expiration or termination of any government procurement 14. Disclaimer of Warranties. WE MAKE NO REPRESENTATIONS contract that may be related to it. Any obligations and duties which by OR WARRANTIES OF ANY KIND,EXPRESS OR IMPLIED,REGARDING ANY their nature extend beyond the expiration or termination of this Lease MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE shall survive the expiration or termination of this Lease. SUITABILITY OF THE PRODUCT(S), ITS CONDITION, ITS 21. Choice of Law; Venue; and Attorney's Fees. This Lease shall MERCHANTABILITY, ITS FITNESS FOR A PARTICULAR PURPOSE, ITS be governed under the laws of the State of Connecticut, without FREEDOM FROM INFRINGEMENT, OR OTHERWISE. WE PROVIDE THE regard to conflicts of law,and jurisdiction shall lie exclusively in a court PRODUCTS TO YOU "AS IS," "WHERE IS" AND "WITH ALL FAULTS." of competent jurisdiction in New Haven County, Connecticut. In any 15. Limitation of Liability. WE SHALL NOT BE LIABLE TO YOU AND litigation or other proceeding by which one party either seeks to YOU SHALL NOT MAKE A CLAIM AGAINST US FOR ANY LOSS,DAMAGE enforce its rights under this Lease(whether in contract,tort,or both)or (INCLUDING INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES), seeks a declaration of any rights or obligations under this Lease,to the OR EXPENSE OF ANY KIND ARISING DIRECTLY OR INDIRECTLY FROM extent allowable by law, the prevailing party shall be awarded its THE DELIVERY, INSTALLATION, USE, RETURN, LOSS OF USE, DEFECT, reasonable attorney fees,and costs and expenses incurred. MALFUNCTION, OR ANY OTHER MATTER RELATING TO THE 22. FMV Leases. If this Lease is a fair market value lease, as PRODUCTS (COLLECTIVELY, "PRODUCT MATTERS"). indicated by the lease rate that has been used by Us to calculate NOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE, EXCEPT Your Lease Payment then, unless You are in default, You may elect to FOR DIRECT DAMAGES RESULTING FROM PERSONAL INJURY OR purchase the hardware Products at the end of this Lease on an "as is, DAMAGE TO TANGIBLE PROPERTY CAUSED BY OUR GROSS where is" basis for their fair market value,as reasonably determined NEGLIGENCE OR WILLFUL MISCONDUCT, THE MAXIMUM OUR by Us. In the event that You elect to do so,You must give us sixty(60) LIABILITY TO YOU FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE days prior written notice of Your election to purchase such Products. TOTAL OF THE AMOUNTS PAID TO US HEREUNDER BY YOU. 23. LTOP Leases. If this Lease is a lease to purchase, as indicated © Quadient Page 2/6 Government Equipment Lease Terms USPS Direct V9-2020 by the lease rate that has been used by Us to calculate Your 2. Provisions as to Use. You acknowledge that: (i) as required by Lease Payments then,at the end of the Initial Term and after You have United States Postal Service("USPS")regulations,the postage meter(s) made all of the Lease Payments,We shall transfer title to all hardware identified on the Order Form(the"Postage Meter")is being rented to Products that are subject to this Lease to You on an"as is,where is" You and that it is Our property; (ii) the Postage Meter will be basis. 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 24. Termination. applicable laws regarding Your use or possession of the Postage Meter; 24.1 Non-Appropriation. (v)the use of the Postage Meter is subject to the conditions established a. You warrant and represent that You intend to enter into this from time to time by the United States Postal Service; and (vi) the Postage Meter is to be used only for generating an indicia to evidence Lease for at least the entire Initial Term and that You are doing so for the prepayment of postage and to account for postal funds. It is a an essential government purpose. You agree that, prior to the violation of Federal law to misuse or tamper with the Postage Meter expiration of the Initial Term,you shall not terminate this Lease in order and,if You do so,We may terminate this Rental Agreement upon notice to obtain the same or similar Products from another vendor. to You. b. You may terminate this Lease at the end of Your current fiscal 3. Rental Fee,Term,and Taxes. The rental fee for the Postage Meter year,or at the end of any subsequent fiscal year, if appropriated funds rental during the Initial Term is included in the Lease Payment. For are not available to You for the Lease Payments that will be due in each Renewal Term, You agree to pay Our then-current fee for the the next fiscal year.In the event of such a non-appropriation, then Postage Meter rental. The Postage Meter rental fee does not include the cost of consumable supplies. The term of the rental shall be equal You shall provide written notice to Us that states: to the term of the Lease and is NON-CANCELABLE. You agree to pay all Sufficient funds have not been and will not be applicable taxes related to Your acquisition,possession,and/or use of appropriated for the remaining payments due the Postage Meter including all property taxes on the Postage Meter. under the Lease. I confirm that we will not Furthermore, You agree to pay the applicable fee to cover Our replace the Products with similar equipment expenses associated with the administration, billing and tracking of from any other party in the succeeding fiscal such charges and taxes. Notwithstanding the foregoing,in the event You are tax exempt, upon providing Us a certificate,You will not be year. required to pay any taxes covered by such certificate.You agree that 24.2 Convenience. You may terminate this Lease at any time and for you will return the Postage Meter at the end of the Lease term and that any reason or for no reason ("Termination for Convenience"); You will do so in the manner set forth in Section 12 of the Lease. provided that You comply with the provisions of this paragraph. In Furthermore,You agree that if you fail to return a postage meter within the event of a Termination for Convenience, You shall pay Us a thirty(30)days of receipt of the Equipment Return Authorization from Us,then You will pay a postage meter replacement fee of one thousand termination charge equal to the net present value of the periodic dollars ($1,000). payments remaining in the Initial Term or,if applicable,the then-current 4. Postage Meter Maintenance,Inspections,and Location.We will Renewal Term, discounted to the present value at an interest rate keep the Postage Meter in good working condition during the term of equal to six percent(6%)per annum. Such amount must be received by this Rental Agreement. The United States Postal Service regulations Us within thirty(30)days of the effective date of the termination. may require Us to periodically inspect the Postage Meter. You agree 25. Additional Postage Meter Terms. If the Products require a to cooperate with Us regarding such inspections.We may,from time postage meter,then You agree that Quadient's Postage Meter Rental to time,access and download information from Your Postage Meter to Agreement shall govern your rental of such postage meter. provide Us with information about Your postage usage and We may share that information with Our distributors and other third parties and You hereby authorize Us to do so.You agree to promptly update Us POSTAGE METER RENTAL AGREEMENT whenever there is any change in Your name, address, telephone number,the licensing post office,or the location of the Postage Meter. 5. Postage Advances. We do not sell postage. In the event You 1. Incorporation of Certain Terms.Customer acknowledges that:(i) require an emergency advance for postage,We,at Our sole discretion, it has entered a Government Product Lease Agreement with Quadient may advance You money to reset the Postage Meter. If We do provide Leasing USA,Inc.(the"Lease");and(ii)if the Products that are subject such an advance,You agree to repay Us within five(5)days from the to the Lease includes a mailing machine,then the terms of this Postage time of such advance: (i)the amount of the emergency advance;and Meter Rental Agreement("Rental Agreement")shall govern its rental (ii)the then-current advance fee. of the Postage Meter (as defined below) for such machine. Any 6. Default. In the event You fail to perform in accordance with the defined terms in the Lease shall have the same meanings in this Rental terms set forth in this Rental Agreement,or any other Agreement with Agreement, except that "We," "Us," and "Our," refers to Quadient, Us or any of Our affiliates, including, but not limited to, Quadient Inc.,and any reference to"Products"shall refer to the Postage Meter. Leasing USA Inc., and Quadient Finance USA, Inc., then We may, Sections 11 through 21,24 and 25 of the Lease are hereby incorporated without notice: i repossessMeter(s); (ii) disable the into this Rental Agreement,except that any reference in those sections () the Postage g Meter( ) to the"Lease"refer to this Rental Agreement. Postage Meter;(iii)immediately terminate this Rental Agreement;and (iv) pursue any remedies available to Us at law or in equity. ©Quadient Page 3/6 Government Equipment Lease Terms USPS Direct V9-2020 0 Furthermore, upon the return of the Postage Meter, You hereby acknowledge and agree that You have read the United States Postal authorize Us to offset any amount of postage remaining in the Postage Service Acknowledgement of Deposit (the "Acknowledgement") and Meter,prior to any refund to You,against any amount due to Us or any will comply with its terms and conditions,as it may be amended from of Our affiliates. To the extend allowable by law,You shall also pay all time to time. of Our costs in enforcing Our rights under this Rental Agreement, 9. Additional United States Postal Service Terms. including reasonable attorneys' fees and expenses that We incur to A. By signing this Postage Meter Rental Agreement, You take possession, store, or repair, the Postage Meter, as well as any acknowledge that You are also entering into an Agreement other expenses that We may incur to collect amounts owed to Us. with the United States Postal Service("USPS")in accordance These remedies shall be cumulative and not exclusive,and shall be in with the Domestic Mail Manual ("DMM") 604.4, Postage addition to any and all other remedies available to Us. Payment Methods,Postage Meters and PC Postage Products 7. Rate Updates. (collectively, "Postage Evidencing Systems" or "PES") and A. Maintenance of Postal Rates. It is Your sole responsibility to accept responsibility for control and use of the PES contained ensure that correct amounts are applied as payment for therein. mailing and shipping services. We shall not be responsible B. You also acknowledge You have read the DMM 604.4, for returns for delivery delays, refusals, or any other Postage Payment Methods, Postage Meters and PC Postage problems caused by applying the incorrect rate to mail or Products(Postage Evidencing Systems)and agree to abide by packages. all rules and regulations governing its use. B. Rate Updates with Online Services. If the Order Form C. Failure to comply with the rules and regulations contained in indicates that You are enrolled in Our Online Services the DMM or use of the PES in any fraudulent or unlawful program,then We will make available periodic updates for scheme or enterprise may result in the revocation of this Your covered Products and/or Postage Meter, including Rental Agreement. updates to maintain accurate USPS rates for the USPS D. You further acknowledge that any use of this PES that services that are compatible with such Products or Postage fraudulently deprives the USPS of revenue can cause You to Meter. The rate updates that are offered with Our Online be subject to civil and criminal penalties applicable to fraud Services program are only available for products that are and/or false claims against the United States.The submission Integrated (as defined below) into Your mailing machine. of a false, fictitious or fraudulent statement can result in For the purposes of this section,"Integrated"means that the imprisonment of up to five (5) years and fines of up to covered hardware cannot properly operate on a stand-alone to basis and it has been incorporated into the mail machine. $10,000,000 and(1 U.S.C.1 additional Ina assessment addition,a civil penalty he of op nt Products that are not Integrated including,but not limited to, $falsely ead may be imposed assessment of 3802).2). the amount all Software and scales with "ST-77," or "SE" in the model claimed be (3 U.S.C. number will not receive updated rates as part of Our Online E. You further understand that the rules and regulations Services program(collectively"Excluded Products"). regarding use of this PES as documented in the USPS C. Domestic Mail Manual may be updated from time to time by Rate Updates with Rate Change Protection and Software Advantage. If You have any of Our Excluded Products,You the futuree and it isre Yourregulations obligation to dcomply with any current may have elected to purchase Rate Change Protection or rules and regulations regarding its use. ("RCP") from Us for Your hardware products or Software F. You are responsible for immediately reporting (within Advantage for Your Software. If the Order Form indicates seventy-two hours or less) the theft or loss of the postage that You have selected RCP or Software Advantage,We will meter that is subject to this Rental Agreement. Failure to make available e the following updates for Your covered comply with this notification provision in a timely manner Products or Software:(i)updates to maintain accurate rates may result in the denial of refund of funds remaining on the for the services offered by the USPS and other couriers that postage meter at the time of the loss or theft. are compatible with Your covered Products or Software;and (ii)updates for major zip or zone changes that are compatible with Your covered Products or Software. If any POSTAGE FUNDING ACCOUNT AGREEMENT reprogramming is required because You have moved the Products or Postage Meter to a new location, none of the 1. Incorporation of Certain Terms.You acknowledge that You have services described in this Section cover the cost to do so. If entered a Government Product Lease Agreement with Quadient You have not selected RCP or Software Advantage,You agree Leasing USA,Inc.(the"Lease")and a Postage Meter Rental Agreement that We may send You periodic rate updates as needed and with Quadient, Inc. (the"Rental Agreement"). If you have an eligible You agree to either: (i)promptly pay the then-current price postage meter,then you will have access to a postage funding account for such update;or(ii)return the unused,update to Us within and this Postage Funding Account Agreement("Account Agreement") ten (10) business days of receiving it. Customers with an shall govern Your use of such account. Any defined terms in the Lease outstanding Accounts Receivable balance may not receive a or Rental Agreement shall have the same meanings in this Account rate update until the open balance is resolved. Agreement, except that "We," "Us," and "Our," refer to Quadient 8. United States Postal Service Acknowledgement of Deposit Finance USA, Inc. Sections 14 through 20 of the Lease are hereby Requirement. By signing this Postage Meter Rental Agreement,You ©Quadient Page 4/6 Government Equipment Lease Terms USPS Direct V9-2020 incorporated into this Account Agreement except that any reference in 5. Account Limit and Account Fees. You agree that We will establish those sections to the"Lease"refers to this Account Agreement. a credit limit on Your Account(the"Account Limit"). The exact amount 2. Establishment and Activation of Account. You hereby authorize of the Account Limit will be indicated on Your invoice.We may,in Our Us,to establish an account in Your name("Account")for funding the sole discretion,allow Your balance to exceed the Account Limit. In the purchase of postage from the United State Postal Service("USPS")for event We do so,You agree to pay Us an additional fee equal to one use in the postage meter. Your Account may also be used to purchase percent(1%)of the amount by which the Account Limit is exceeded for supplies, pay for the Postage Meter rental, and obtain certain other each transaction that You initiate after Your Account has reached the products and services from Quadient, Inc. The establishment of Your Account Limit. Such amount will be charged to Your Account on the Account shall be subject to Our approval of Your creditworthiness. Any date that the relevant transaction(s) occurs. Unless prohibited by use of the Account shall constitute Your acceptance of all the terms and applicable law,You agree to pay the amounts set forth in this Account conditions of this Account Agreement and all other documents Agreement, which may include, without limitation, the amounts executed or provided in connection with the Account.The Account may specified above,a fee for a late payment,a fee for any checks that are not be used for personal,family,or household purposes. returned as a result of insufficient funds,and a fee for any ACH direct 3. Operation of Account. Each time an employee or agent of Yours debit transactions which are rejected,and an annual account fee. All with the express, implied, or apparent authority to do so (each an such fees shall be added to Your Account balance. "Authorized User")uses the Account to receive a postage meter reset 6. Cancellation and Suspension. We may at any time close or or obtain other products or services that Quadient,Inc.is authorized suspend Your Account or temporarily refuse to allow further charges to provide,Quadient,Inc.will notify Us of the amount to be applied to to Your Account. You can cancel Your Account at any time by notifying Your Account balance. If the Account is used to obtain postage,then Us in writing at the address provided on Your Account statement of We will transfer the requested amount of postage to the USPS on Your Your desire to do so. No cancellation or suspension will affect Your behalf and Your Account will be charged for the amount of postage obligation to pay any amounts You then owe under this Account requested and any related fees,if applicable.You can continue to pre- Agreement. We will notify You of the Account balance in the event of pay the USPS for postage and understand that pre-paid postage funds any termination and all outstanding obligations will survive the will be used first to pay for my postage meter resets. You further termination of this Account Agreement by either party. understand that the Account will provide additional available postage 7. Default. We may declare You in default if You:(i)have made any funds when Your pre-paid account balance is zero ($0). When You misrepresentations to Us; (ii) at any time, have done or allowed request a postage meter reset,if You have the funds on account with anything that indicates to Us that You may be unable or unwilling to the USPS,those funds automatically will be withdrawn first to pay for repay the balance of Your Account as required under this Account postage,and any additional amounts due for postage and related fees Agreement;or(iii)are in default under this Account Agreement or any will be billed through the Account under the terms and conditions of lease, rental, or other agreement with Us, Quadient, Inc., or their this Account Agreement.If the Account is used to acquire products or affiliates. If You are in default, or upon any cancellation of Your services from that Quadient,Inc.is authorized to provide,then We shall Account,We shall not be obligated to continue to provide the Account pay the applicable amount to Quadient, Inc.and add such amount to service or extend further credit under this Account Agreement. If We Your Account balance. are required to take collection action or any other legal action under 4. Payment Terms. You will receive a billing statement for each this Account Agreement,You shall pay upon demand by Us all court billing cycle in which You have any activity on Your Account. Payments and collection costs, along with reasonable attorney's fees. These are due on the due date shown on Your billing statement. You may pay remedies shall be cumulative and not exclusive,and shall be in addition the entire balance due or a portion of the balance,provided that You to any and all other remedies available to Us. pay at least the minimum payment amount shown on Your statement. 8. Remedies. If We have declared that You are in default under this However,if You have exceeded the Account Limit,then You must pay Account Agreement,then We may: (i)declare all agreements You have the entire amount of any overage, as well as the minimum payment with Us in default and due and payable at once without notice or amount shown on Your statement. Whenever there is an unpaid demand;(ii) refuse to make further advances on Your behalf to reset balance outstanding on Your Account which is not paid in full by the Your postage meter; and (iii) exercise any other rights that We may due date shown on Your billing statement,We will charge You,and You have. In addition, You agree that any default under this Account agree to pay, interest on the unpaid balance of the Account for each Agreement shall constitute a default under any agreement You may day from the date the transaction is posted to Your Account until the have with any of Our affiliates,including,but not limited to,Quadient, date the unpaid balance is paid in full,at the Annual Percentage Rate Inc.,Quadient Leasing USA,Inc. (as defined below). The Account balance that is subject to a finance 9. Amendments. We may amend this Account Agreement,or any of charge each day will include outstanding balances, minus any its provisions,including without limitation any fees and charges and/or payments and credits received by Us on Your Account that day. The the Annual Percentage Rate, at any time by at least thirty (30) days Annual Percentage Rate applicable to Your Account will be equal to the written notice to You,and such written notice may be included in Your lesser of eighteen percent (18.00%) per annum or the maximum billing statement. Any such amendment will become effective on the permitted by law. Each payment will be applied to reduce the date stated in the notice and will apply to any transactions after such outstanding balance of Your Account and replenish the amount date,as well as to any outstanding balance on Your Account. available to You. We may refuse to extend further credit if the amount 10. Notice: Any notice required to be given under this Account of a requested charge plus Your existing balance exceeds Your Account Agreement by either party hereto shall be given if to You, at the Limit. ©Quadient Page 5/6 Government Equipment Lease Terms USPS Direct V9-2020 address shown on Your Order Form,and if to Us at 478 Wheelers Farms such Software products or copies thereof to third parties; provided, Road,Milford,CT 06461. however, that the Software products may be used by Your employees 11. Miscellaneous. You understand that We may obtain credit reports or independent contractors using the Products. No title or ownership in connection with Your Account now and in the future. This Account of the Software products or any portion thereof is transferred to You. Agreement shall be governed by and construed in accordance with the You acknowledge and agree that there may be additional terms and laws of the State of Texas, without reference to its conflict-of-laws conditions that apply to Your use of any Software provided by Us. rules,and any applicable federal laws. The sole jurisdiction and venue for actions related to the subject matter hereof shall be in a State or Such terms may be provided with the Software, or made available at Federal Court within the State of Texas. www.quadient.com/software-terms and may be supplemented by Us or third party licensors, from time to time, by notice to You. You acknowledge and agree that You have access to the appropriate version(s)of the applicable terms provided at the address above and MAINTENANCE AGREEMENT corresponding to Software described on the Order Form at the time you enter this OSS Agreement. Such terms are incorporated herein by 1. Incorporation of Certain Terms.You acknowledge that You have this reference and You agree to be bound by such terms as if they were entered a Government Product Lease Agreement with Quadient USA, fully stated herein. Inc.(the"Lease"). Any defined terms in the Lease shall have the same meanings in this Maintenance Agreement,except that"We,""Us,"and 3. Software Support.Unless otherwise specified in the applicable "Our,"refer to Quadient,Inc. Sections 13 through 24 of the Lease are Software terms,if You have purchased support for the Software,We hereby incorporated into this Maintenance Agreement, except that will provide the following for a period of one (1) year: (i) software any reference in those sections to the "Lease" refers to this updates and, if applicable, carrier rate updates that keep You Maintenance Agreement. current and compliant with supported carrier rates, fees, zone 2. Quadient's Terms and Conditions for Maintenance Services. If the schedules, label, barcode and forms changes; (ii) updates to the Order Form indicates that You have purchased maintenance services, Software; (iii) corrective bug fixes as released; and (iv) technical then Quadient, Inc.,or one of its affiliates,will provide maintenance support for the Software (collectively "Software Maintenance"). At services for the Products in accordance with Quadient, Inc.'s then- the conclusion of each year of Software Maintenance,the Software current maintenance terms and pricing for the level of maintenance services that You have purchased.Those services will be provided for Maintenance will automatically renew for additional one-year periods the entire term of the Lease and are NON-CANCELABLE. The current at Our then-current fee for such services unless you give us at least version of those terms and conditions are available at sixty (60) days prior written notice that you wish to cancel the www.quadient.com/usa-maintenance-program-terms.You agree that Software Maintenance. You acknowledge that the Software may You have access to such terms and that they are incorporated into this fail to comply with applicable regulations if you do not have Maintenance Agreement by this reference,and that You shall be bound Software Maintenance and that We shall not have any liability in by such terms as if they were fully stated herein.Notwithstanding the connection with any such failure. If You allow the Software foregoing, maintenance services are not available on HD Office Maintenance to lapse, You may reinstate such services; provided Printer Series products. that you pay all fees that would have been due from the expiration of Your last Software Maintenance period through the ONLINE SERVICES AND SOFTWARE AGREEMENT reinstatement date, plus a 15% administrative surcharge. 4. Use of Websites. Quadient,Inc. and/or any of Our affiliates, suppliers, including, but not limited to, Quadient Leasing USA, Inc. 1. Incorporation of Certain Terms.You acknowledge that You have may,from time to time, make certain websites available to You in entered a Government ProductLeaseAgreementwith Quadient Leasing order to provide You with certain services ("Websites"). If You USA,Inc.(the"Lease"). Any defined terms in the Lease shall have the access any such Websites, You acknowledge and agree that Your same meanings in this Online Services and Software Agreement use of the Website is subject to the terms of use and/or license terms ("OSS Agreement"), except that "We," "Us," and "Our," refer to in effect at the time You use the Website. Such terms are available on Quadient, Inc. Sections 13 through 24 of the Lease are hereby the Websites for Your review.You acknowledge and agree that such incorporated into this OSS Agreement,except that any reference in terms may be supplemented and modified from time to time those sections to the "Lease"refer to this OSS Agreement. ("Supplemental Terms").Your use of a Website after Supplemental 2. License Grant and Additional Terms. In exchange for the license Terms have been issued will signify Your acceptance of those terms. fees that are included in Your Lease Payment,We hereby grant to You In the event of a conflict between the terms of this OSS Agreement a nonexclusive,nontransferable license to use the Software products, and the Supplemental Terms, the Supplemental Terms shall control. including related documentation, described on the Order Form solely for Your own use on or with the Products. You warrant and represent that You will not sell, transfer, disclose or otherwise make available ©Quadient Page 6/6 Government Equipment Lease Terms USPS Direct V9-2020