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address shown on Your Order Form, and if to Us at 478 Wheelers Farms
<br />Road, Milford, CT 06461.
<br />11.Miscellaneous. You understand that We may obtain credit reports
<br />in connection with Your Account now and in the future. This Account
<br />Agreement shall be governed by and construed in accordance with the
<br />laws of the State of Texas, without reference to its conflict-of-laws
<br />rules, and any applicable federal laws. The sole jurisdiction and venue
<br />for actions related to the subject matter hereof shall be in a State or
<br />Federal Court within the State of Texas.
<br />MAINTENANCE AGREEMENT
<br />1.Incorporation of Certain Terms. You acknowledge that You have
<br />entered a Government Product Lease Agreement with Quadient USA,
<br />Inc. (the "Lease"). Any defined terms in the Lease shall have the same
<br />meanings in this Maintenance Agreement, except that "We," "Us," and
<br />"Our," refer to Quadient, Inc. Sections 13 through 24 of the Lease are
<br />hereby incorporated into this Maintenance Agreement, except that
<br />any reference in those sections to the "Lease" refers to this
<br />Maintenance Agreement.
<br />2.Quadient's Terms and Conditions for Maintenance Services. If the
<br />Order Form indicates that You have purchased maintenance services,
<br />then Quadient, Inc., or one of its affiliates, will provide maintenance
<br />services for the Products in accordance with Quadient, lnc.'s then
<br />current maintenance terms and pricing for the level of maintenance
<br />services that You have purchased. Those services will be provided for
<br />the entire term of the Lease and are NON-CANCELABLE. The current
<br />version of those terms and conditions are available at
<br />www.quadient.com/usa-maintenance-program-terms. You agree that
<br />You have access to such terms and that they are incorporated into this
<br />Maintenance Agreement by this reference, and that You shall be bound
<br />by such terms as if they were fully stated herein. Notwithstanding the
<br />foregoing, maintenance services are not available on HD Office
<br />Printer Series products.
<br />ONLINE SERVICES AND SOFTWARE AGREEMENT
<br />1.Incorporation of Certain Terms. You acknowledge that You have
<br />entered a Government Product LeaseAgreementwith Quadient Leasing
<br />USA, Inc. (the "Lease"). Any defined terms in the Lease shall have the
<br />same meanings in this Online Services and Software Agreement
<br />("OSS Agreement"), except that "We," "Us," and "Our," refer to
<br />Quadient, Inc. Sections 13 through 24 of the Lease are hereby
<br />incorporated into this OSS Agreement, except that any reference in
<br />those sections to the "Lease" refer to this OSS Agreement.
<br />2.License Grant and Additional Terms. In exchange for the license
<br />fees that are included in Your Lease Payment, We hereby grant to You
<br />a nonexclusive, nontransferable license to use the Software products,
<br />including related documentation, described on the Order Form solely
<br />for Your own use on or with the Products. You warrant and represent
<br />that You will not sell, transfer, disclose or otherwise make available
<br />© Quadient
<br />such Software products or copies thereof to third parties; provided,
<br />however, that the Software products may be used by Your employees
<br />or independent contractors using the Products. No title or ownership
<br />of the Software products or any portion thereof is transferred to You.
<br />You acknowledge and agree that there may be additional terms and
<br />conditions that apply to Your use of any Software provided by Us.
<br />Such terms may be provided with the Software, or made available at
<br />www.quadient.com/software-terms and may be supplemented by Us
<br />or third party licensors, from time to time, by notice to You. You
<br />acknowledge and agree that You have access to the appropriate
<br />version(s) of the applicable terms provided at the address above and
<br />corresponding to Software described on the Order Form at the time
<br />you enter this OSS Agreement. Such terms are incorporated herein by
<br />this reference and You agree to be bound by such terms as if they were
<br />fully stated herein.
<br />3.Software Support. Unless otherwise specified in the applicable
<br />Software terms, if You have purchased support for the Software, We
<br />will provide the following for a period of one (1) year: (i) software
<br />updates and, if applicable, carrier rate updates that keep You
<br />current and compliant with supported carrier rates, fees, zone
<br />schedules, label, barcode and forms changes; (ii) updates to the
<br />Software; (iii) corrective bug fixes as released; and (iv) technical
<br />support for the Software (collectively "Software Maintenance"). At
<br />the conclusion of each year of Software Maintenance, the Software
<br />Maintenance will automatically renew for additional one-year periods
<br />at Our then-current fee for such services unless you give us at least
<br />sixty (60) days prior written notice that you wish to cancel the
<br />Software Maintenance. You acknowledge that the Software may
<br />fail to comply with applicable regulations if you do not have
<br />Software Maintenance and that We shall not have any liability in
<br />connection with any such failure. If You allow the Software
<br />Maintenance to lapse, You may reinstate such services; provided
<br />that you pay all fees that would have been due from the expiration
<br />of Your last Software Maintenance period through the
<br />reinstatement date, plus a 15% administrative surcharge.
<br />4.Use of Websites. Quadient, Inc. and/or any of Our affiliates,
<br />suppliers, including, but not limited to, Quadient Leasing USA, Inc.
<br />may, from time to time, make certain websites available to You in
<br />order to provide You with certain services ("Websites"). If You
<br />access any such Websites, You acknowledge and agree that Your
<br />use of the Website is subject to the terms of use and/or license terms
<br />in effect at the time You use the Website. Such terms are available on
<br />the Websites for Your review. You acknowledge and agree that such
<br />terms may be supplemented and modified from time to time
<br />("Supplemental Terms"). Your use of a Website after Supplemental
<br />Terms have been issued will signify Your acceptance of those terms.
<br />In the event of a conflict between the terms of this OSS Agreement
<br />and the Supplemental Terms, the Supplemental Terms shall control.
<br />Page 6/6
<br />Government Equipment Lease Terms USPS Direct V9-2020
<br />REV: 05-18-2023 RL
<br />ATTY/AGR.2023.111/Quadient (Postage Machine Terms) (Page 9 of 9)
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