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07/08/2022 Lease
Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN $50,000.00 Contract with: Pitney Bowes, Inc. Contract# Effective Date: Expiration Date: Contract Purpose/Description: New Investment Fair Market Value (FMV) Lease of SendPro C Auto mailing system for Employee Services. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Natalie Maddox 305-292-4448 Emp. Services-Benefits, #1 (Name) (Ext.) (Department/Stop #) Total Dollar Value of Contract: $ $11640.00 Current Year Portion: $ 776.00� (must be less than$50,000) (If multiyear agreement then requires BOCC approval,unless the ��&d oil iliiull�r�. ko unuua�x1110 u r(loss flu"ll "�`yiy�y�y�y.�yi�y. Budgeted? Yesv No❑ Grant: $0.00 County Match: $0.00 Fund/Cost Center/Spend Category: CC 08001-50%: CC-07501-25%, CC_06500-25% $2,328/year ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: lease (Not included in dollar value above (e.g. maintenance,utilities,janitorial, salaries,etc.) IInsurance Required: YES ❑ NO 7 CONTRACT REVIEW Changes Date In de Reviewer Date In Bryan Cook Digitally signed by Bryan Cook Department Head Ye N Date 2022.07.06 14 43 59-04'00' D g,tb IIY 9 dbyCy M1 LHbII County Attorney Ye.goNcZ � DN -baLH , oeCo..ryDoCCo,e�ll-bale n Oe 0.tills s C �� D 2022.06 2706.11.56 0700' g ❑ Jacl n Fla DIbtbl202207 by0000 OU DN cn Jbdy,Flan,0,0�,emzn zmJzcNn@m0��e�Owry-a g0,, Risk Mana Management Ye N �z[e 26226]0],66666.6466 g ❑Ncz John Quinn Digitally signed John Quinn O.M.B./Purchasin Yes Date:2022.07.07 11:16:47-04'00' Comments: Revised BOCC 1/21/2022 Iagc' 8 � 11 06 pitne bowes t4 , State and Local Fair Market Value Lease Agreement Number Your Business Information muuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu Full Legal Name of Lessee/DBA Name of Lessee Tax ID#(FEIN/TIN) Monroe County Employee Services Department 596000749 Sold-To:Address 1100 Simonton St,STE 2-268,Key West,FL,33040-3110,US Sold-To:Contact Name Sold-To:Contact Phone# Sold-To:Account# Natalie Maddox (305)292-4448 0018492839 Bill-To:Address 1100 Simonton St,STE 2-268,Key West,FL,33040-3110,US Bill-To:Contact Name Bill-To:Contact Phone# Bill-To:Account#: Bill-To:Email Natalie Maddox (305)292-4448 0018492839 Maddox-Natalie@MonroeCounty-FL.gov Ship-To:Address 1100 Simonton St,STE 2-268,Key West,FL,33040-3110,US Ship-To:Contact Name Ship-To:Contact Phone# Ship-To:Account# Natalie Maddox (305)292-4448 0018492839 PO# Your Business Needs m u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u Qty Item Business Solution Description 1 SENDPROCAUTO SendPro C Auto 1 1E48 SP100 Label Printer 1 1FXA Interface to InView Dashboard 1 7H00 C Series I M I Meter 1 APAC Connect+Accounting Weight Break Reports 1 APAX Cost Acctg Accounts Level(100) 1 APB2 Cost Accounting Devices(10) 1 APKN Account List Import/Export 1 CSCC Sendpro C Auto 95 1 CAAB Basic Cost Accounting 1 ME1A Meter Equipment-C Series 1 MP81 C Series Integrated Scale 1 PAB1 C Series Premium App Bundle 1 PTJ1 SendPro Online-PitneyShip US154402.5 3/21 Page 1 of 3 Y102572751 02021 Pitney Bowes Inc.All rights reserved. See Pitney Bowes Terms for additional terms and conditions Pitney Bowes Confidential Information 1 PTJ4 Multicarrier Sending App w HW or Meter 1 PTJ8 SPO-PitneyShip Mailing included w HW 1 PTJC SPO-PitneyShip Individual 1 PTJN Single User Access 1 PTK1 Web Browser Integration 1 PTK2 SendPro C Series Shipping Integration 1 SJS2 Softguard For SendPro C500 1 STDSLA Standard SLA-Equipment Service Agreement(for SendPro C Auto) 1 ZH24 Manual Weight Entry 1 ZH29 HZ03 95 LPM Speed 1 ZHC5 SendPro C500 Base System Identifier 1 ZHD5 USPS Rates with Metered Letter 1 ZHD7 E Conf Services for Metered LTR.BDL 1 ZHWL 5lb/3kg Weighing Option for MP81 Your Payment Plan muuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu Initial Term: 60 months Initial Payment Amount: (X)Tax Exempt Certificate Attached Number of Months Monthly Amount Billed Quarterly at* ( )Tax Exempt Certificate Not Required 60 $194.00 $582.00 ( ) Purchase Powero transaction fees included O Purchase Powero transaction fees extra 'Does not include any applicable sales,use,or property taxes which will be billed separately. Roman Digitally signed by Roman Gastesi Gastesi Date:2022.07.08 10:18:11-04'00' Roman Gastesi,County Administrator US154402.5 3/21 Page 2 of 3 Y102572751 02021 Pitney Bowes Inc.All rights reserved. See Pitney Bowes Terms for additional terms and conditions Pitney Bowes Confidential Information Your Signature Below 9 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII Non-Appropriations.You warrant that you have funds available to make all payments until the end of your current fiscal period,and shall use your best efforts to obtain funds to make all payments in each subsequent fiscal period through the end of your lease term. If your appropriation request to your legislative body,or funding authority("Governing Body")for funds to make the payments is denied,you may terminate the lease on the last day of the fiscal period for which funds have been appropriated, upon(i)submission of documentation reasonably satisfactory to us evidencing the Governing Body's denial of an appropriation sufficient to continue the lease for the next succeeding fiscal period,and(ii)satisfaction of all charges and obligations under the lease incurred through the end of the fiscal period for which funds have been appropriated, including the return of the equipment at your expense. By signing below,you agree to be bound by all the terms of this Agreement,including the Pitney Bowes Terms(Version 3/21),which are available at IhI::l.p//www ph.:.r...x].m/s...tali'1..oca...l...r:.rrivterms. and are incorporated by reference.This lease will be binding on us after we have completed our credit and documentation approval process and have signed below.This lease requires you either to provide proof of insurance or participate in the ValueMAX®equipment protection program(see Section 6 of the State and Local Fair Market Value Lease Terms)for an additional fee. If software is included in the Order, additional terms apply which are available by clicking on the hyperlink for that software located at www itne rbawes.com/us/l ice nse-terms-r]f-rase/software-and-stabscri firm-terms-and-rxmditirms.trtml. Those additional terms are incorporated b reference. p p..............................................................................................................................................................................................................................................................p.............................................................................................................................. p Y Monroe County Attorney approved: Digitally signed by Cynthia L.Hall DN:cn=Cynthia L.Hall,o=Monroe County BOCC, 00Y ou,email=hall-cynthia@monroecounty-fl.gov,c=US u Date:2022.06.27 06:11:14-07'00' Not Applicable State/Entity's Contract# Roman Gastesi Digitally signed by Roman Gastesi Date:2022.07.08 10:18:25-04'00' Lessee Signature Pitney Bowes Signature Roman Gastesi Print Name Print Name County Administrator Title 07/08/2022 Title Date Gastesi-Roman@MonroeCounty-Fl.gov Date Email Address Sales Information uluuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu Luis Melendez Iuis.melendez@pb.com Account Rep Name Email Address PBGFS Acceptance US154402.5 3/21 Page 3 of 3 Y102572751 02021 Pitney Bowes Inc.All rights reserved. See Pitney Bowes Terms for additional terms and conditions Pitney Bowes Confidential Information 0000057 02,�09,l22 [P ———--- ®1 Ri sum Ce ei"� rtificate of Exemp=tion R.01/18 Issued Pursuant to Chapter 212, Florida Statutes FLORIDA COUNTY GOVERNMENT....................... ............................................ 85-8013825294C-7 03/3112;i2l ................... __:', ___......_................ i5 e e-c—t i v e baie" Expkation Date Exemptnon Category This certifies that MONROE COUNTY BOARD OF COUN"7"Y COMMMSIONERS 1100 SIMONTON ST KEY WEST IF 33040-3110 is exempt from the payment of Florida sales and use tax on real property rented, transient rental property rented, tangible personal property purchased or rented, or services purchased, ........... pN DR-14 r c ta nt Information for Exempt Organizations R.01/18 FLORIDA 1 You must provide all vendors and suppliers with an exerniption certificate before making tax-,exempt purchases. See Rule 12A-1.038, Florida Administrafive Code(F.A.C.). 2. Your Consumers Certificate of Exemption isto be used solely by your orgaNzation for your org anization's customary nonprofit activities. 3. Purchases made by an individuai on behalf of the organization are taxable, even If the individual wfli be reimbursed by the organization. 4. This exerription applies only to purchases your organization makes. The sale or lease to others of tangible personal property, sleeping accomrnodabons, or other real property is taxable. Your organizatlon must register", and collect and remit sales and use tax on such taxable transactions. Note: Churches are exempt from this requirement except when they are the lessor of real property(Rule 12A.-1.0'70, FA.C.). 5. It is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no circumstances should this certificate be used for the persor al benefit of any individual. Violators will be liable for payment of the sales tax plus a penalty of 200% of the tax, and may be subject to conviction of a third-degree felony. Any violation will require the revocation of this certificate. 6. If you have questions about your exemption certificate, please call Taxpayer Services at 850488-6800. The mailing address is PO Box 6480, Tallahassee, FL 32314.-6480, IR" E F"E El, 15 2 0 21 2 1'111anm Dept, State and Local Fair Market Value-Terms https://www.pitneybowes.com/us/statelocalfmvtenus.html State and Local Fair Market Value-Terms STATE AND LOCAL FAIR MARKET VALUE LEASE TERMS March,2021 Thank you for choosing Pitney Bowes products and services_These Terms and the executed order(the"Order")make up your agreement with Pitney Bowes(this"Agreement").Please read this Agreement carefully. Let's start with a few definitions that should help you better understand your agreement."PBI"means Pitney Bowes Inc."Pitney Bowes"means PBI and its subsidiaries."We","our"or"us"refers to the Pitney Bowes companies with whom you've entered into the Order."You"or"your"refers to the entity identified on the Order."Meter"means any postage meter supplied by PBI underthe Order,including(i)in the case of a Connect+®,a SendPro®P series or a SendPro C series mailing system,the postal security device that accounts for and enables postage to be purchased and printed("PSD"),and(ii)in the case of all other mailing systems,the PSD,the user interface or keyboard and display and the print engine-"Meter Services"means:access to the PSD to download,account for,and enable printing of postage within a PBI Postage Evidencing System as defined in Title 39,Part 501 of the Code of Federal Regulations("CFR");USPS mandated processes associated with the PSD,including registration,usage reporting and withdrawal;repair or replacement of the PSD as described in Section 27;and the Soft-Guard Program outlined in Section 29_"Equipment"means the equipment listed on the Order,excluding any Meter or standalone software."Lease" means Lease terms and conditions set out in Sections 1 through 9. The provisions included in these Terms consist of:(i)Lease Terms;(ii)General Terms;(iii)a Service Level Agreement("SLA");(iv)Equipment Rental and Meter Services Terms;(v)an Acknowledgement of Deposit required by the United States Postal Service in any transaction involving a Meter;(vi)Purchase Power®Terms fora limited purpose credit line that may be available to you;and(vii)provisions relating to specific products_ LEASE TERMS 1. Lease of Equipment;Provider of Leasing Services Ifyou are leasing Equipment,these Lease terms apply.PBI is the manufacturer of the Equipment.Pitney Bowes Global Financial Services LLC,a wholly-owned subsidiary of PBI,or one of its subsidiaries("PBGFS"), provides you with the leasing services.The term of this Lease is the number of months stated on the Order(the"Lease Term")and begins on the date the Equipment is shipped if we don't install the Equipment,and the date of installation if we install the Equipment.You may not cancel this Lease for any reason and all payment obligations under this Lease are unconditional.You understand that we own the Equipment.PBI owns any Meter as USPS regulations require_Except as stated in Section 3,you don't have the right to become the owner of the Equipment at the end of the Lease Term_ 2. Payment Terms We wil I invoice you quarterly in arrears for all payments on the Order,unless the Order says otherwise(each such payment is a"Periodic Payment").You will make each Periodic Payment by the due date shown on our invoice.Your Periodic Payment may include a one-time origination fee,amounts carried over from a previous lease,software license and maintenance fees and other charges.Any Meter Services fees,SLAfees and subscription fees(collectively"PBI Payments')will be included with your Periodic Payment and begin with the start of the Lease Term_After the Lease Term,your Periodic Payment will increase if your PBI Payments increase. 3. End of Lease Options During the 90 days before your Lease ends,you may,unless you are in default:(i)enter into a new lease or an amended lease with us;fill purchase the Equipment"as is,where is"for its fair market value;or(iii) return the Equipment and Meter in their original condition,reasonable wear and tear excepted,and pay us our then applicable processing fee(including any equipment return fee)_If you return the Equipment and Meter,you will,as specified by us,either properly pack and return them to us in the return box and with the shipping label provided by us or furnish them to a service carrier specified by us to pick up and ship them to us.If you don't do one of the things listed in clause(i),(ii)or(iii)above,you will be deemed to have agreed to enter into successive month to month extensions of the term of this Lease,unless prohibited by law. You may choose to cancel the automatic extensions at any time by giving us 30 days'written notice by creating a case at pitneybowes.com/us/contact-us,htmi(follow the instructions under"how to create a case"). Upon cancellation,you agree to either return all items as provided in this Section 3 or purchase the Equipment. 4. WARRANTY AND LIMITATION OF LIABILITY PBI PROVIDES YOU WITH THE LIMITED WARRANTIES IN SECTION 10.PBGFS MAKES NO WARRANTIES,EXPRESS OR IMPLIED,INCLUDING ANY WARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,OR FREEDOM FROM INTERFERENCE OR INFRINGEMENT,AND PBGFS ISN'T LIABLE FOR ANY LOSS,DAMAGE(INCLUDING INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES)OR EXPENSE CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT. S. Equipment Obligations You will keep the Equipment free from liens and in goad condition and working order.We may inspect the Equipment and related maintenance records.You may not move the Equipment from the location specified on the Order without our prior written consent. 6. Risk of Loss and ValueMAX©Program (a) You bear the entire risk of lass,theft,damage or destruction to the Equipment from the date of shipment by us until the Equipment is returned to,and received by,us,regardless of cause,ordinary wear and tear excepted("Loss").No Loss will relieve you of any of your obligations under this Lease.You must immediately notify us in writing of any Loss.To protect the Equipment from loss,you will either:(i)keep the Equipment insured against Loss for its full replacement value under a comprehensive policy of insurance or other arrangement that is reasonably satisfactory to us("Insurance");or(n)be enrolled in PBGFS' ValueMAX program described in paragraph(b)below. (b) YOU MUST CALL US AT 1-800-732-7222 OR GO TO pitn,ybowes.com/us/valuemaxoptout AND PROVIDE US WITH EVIDENCE OF INSURANCE IF YOU DO NOT WISH TO BE ENROLLED IN THE VALUEMAX PROGRAM.If you don't provide evidence of Insurance and haven't previously enrolled in our equipment replacement program(ValueMAX),we may include the Equipment in the ValueMAX program and charge you a fee,which we will include as an additional charge on your invoice.We will provide written notice reminding you of your Insurance obligations described in paragraph(a)above.If the Equipment is included in the ValueMAX program and any Loss occurs(other than from your gross negligence or willful misconduct,which is not covered by ValueMAX),we will(unless you are in default)repair or replace the Equipment.We aren't liable to you if we terminate the ValueMAX program_By providing the ValueMAX program,we aren't offering or selling you insurance;accordingly,regulatory agencies haven't reviewed this Lease,this program or its associated fees,nor are they overseeing our financial condition. 7. Other Lease Terms (a) If more than one lessee is named in this Lease,liability is joint and several.You,and any guarantor signing the Order or any documents executed in connection with this Lease,agree to furnish us financial information upon request.Each of these persons authorizes us to obtain credit reports on them now and in the future. (b) You may not assignor sublet the Equipment,the Meter or this Agreement without our prior written consent Any assignment without our consent is void_We may sell or assign all or part ofthis Leaseor the Equipment but it will not affect your rights or obligations. (c) We will provide you with a welcome letter by email. 8. NON-APPROPRIATION You warrant that you have funds available to pay all payments until the end ofyour current fiscal period,and shall use your best efforts to obtain funds to pay all payments in each subsequent fiscal period 1 of 5 6/15/2022, 1:15 PM State and Local Fair Market Value-Terms https://www.pitneybowes.conVus/statelocalfmvterius.html through the end of your Lease Term.If your appropriation request to your legislative body,or funding authority("Governing Body")for funds to pay the payments is denied,you may terminate this Lease on the last day of the fiscal period for which funds have been appropriated,upon(i)submission of documentation reasonably satisfactory to us evidencing the Governing Body's denial of an appropriation sufficient to continue this Lease for the next succeeding fiscal period,and(ii)satisfaction of all charges and obligations under this Lease incurred through the end of the fiscal period for which funds have been appropriated,including the return of the Equipment at your expense_ 9. EARLY TERMINATION You further warrant that you intend to enter into this Lease for the entire Lease Term and you acknowledge that we have relied upon such represented intention when determining the applicable pricing plan. If you cancel a rterminatethis Lease prior to expiration of the Lease Term(other than for non-appropriations),you shall pay a termination charge equal to the net present value of them a nth ly payments remaining through the completion of the term,discounted to present value at a rate of 6%per year.The foregoing paragraph shall supersede Section 12(a)(ii)of these Terms. GENERALTERMS 10.Warranties We warrantthat all PBI-branded equipment("PBI Equipment")will be free from defects in material and workmanship and will perform according to the operator guides for a period of ninety days from the date(i) the PBI Equipment is installed at your location when PBI installs the PBI Equipment for you or(ii)the PBI Equipment is delivered to you when you can install it yourself.The DI2000T"inserting system has its own unique warranty that you can see at pitneybow s.com/us/di2000-terms.htmI. (a) A defect doesn't include the failure of rates within a rate update to conform to published rates. (b) We warrant that any service("Service")we perform under the SLA set out in Sections 19 through 24 will be performed in a professional and workmanlike manner. (c) YOUR SOLE REMEDY FOR A WARRANTY CLAIM IS TO HAVE US REPAIR OR REPLACE THE PBI EQUIPMENT OR,IN THE CASE OF DEFECTIVE SERVICE,REPERFORM THE SERVICE_ (d) There is no warranty for PBI Equipment that needs to be repaired or replaced because of any Excluded Circumstance."Excluded Circumstance"is a circumstance outside of PBI's control,including an accident, your negligent or reckless use of the equipment,use of the equipment which exceeds our recommendations or in a way not authorized by this Agreement or any operator guide,use of the equipment in an environment with unsuitable humidity,line voltage,damage in transit,software virus,loss of data,loss or fluctuation of power,fire,Hood or other natural causes,and other external farces beyond our control, servicing of the equipment by someone other than us,failure to use required software updates,use of the equipment with any system where we have told you that we will no longer provide support or that we have advised you is no longer compatible,or use of third party supplies(such as ink),hardware or software that results in(i)damage to equipment(including damage to printheads),(ii)poor indicia,text or image print quality,fill)indicia readability failures or(iv)a failure to print indicia,text or images_ (e) The print engine(s),print engine components,structural components and printed circuit board assemblies supplied with or within the PBI Equipment maybe reclaimed,reconditioned or remanufactured.These items are warranted to perform according to the same standards as the equivalent new item. (f) The warranty doesn't cover ink,integrated printhead/ink cartridges,inkrollers,toner and drum cartridges,ribbons and similar items("Consumable Supplies'). (g) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT,WE(ON BEHALF OF OURSELF AND OUR SUPPLIERS)MAKE NO OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE EQUIPMENT OR SERVICES.WE MAKE NO REPRESENTATION OR WARRANTY AS TO ANY THIRD PARTY EQUIPMENT.WE AGREE TO PASS THROUGH TO YOU ALL THIRD PARTY EQUIPMENT WARRANTIES TO THE EXTENT PERMITTED. 11- Limitation of Liability OUR TOTAL LIABILITY(INCLUDING ANY LIABILITY OF OUR SUPPLIERS)IS LIMITED TO THE FEES PAID BY YOU FOR THE APPLICABLE EQUIPMENT OR SERVICES-NEITHER WE NOR OUR SUPPLIERS IS LIABLE FOR ANY:(1) DAMAGE YOU MAY INCUR BY REASON OF YOUR MISUSE OR NEGLIGENT USE OF THE EQUIPMENT OR YOUR NEGLIGENT ACTS OR OMISSIONS OR(II)INDIRECT,INCIDENTAL,CONSEQUENTIAL,OR PUNITIVE DAMAGES OF ANY NATURE WHATSOEVER,INCLUDING COMMERCIAL LOSS,OR LOST PROFITS,DATA OR GOODWILL,FOR ANY MATTER RELATING TO THIS AGREEMENT. 12. Default and Remedies (a) Ifyou don't make any payment within three days after the due date shown on our invoice,you breach any other obligation under this Agreement or under any other agreement with Pitney Bowes and such breach continues for thirty days after we give you notice or you became insolvent or file for bankruptcy,you will be in default and we may: (i) cancel this Agreement and any other agreements Pitney Bowes has with you; (ii) require you to pay to us immediately all amounts payable under the Lease or other agreements,whether then due or payable in the future; (III) disable the Meter; fiv) require you to return the Equipment and Meter,and delete or remove software;and deny you access to software; (v) if you don't return the Equipment,require you to immediately pay to us an amount equal to the value of the Equipment,as determined by us; fvi) charge you a late charge for each month that your payment is late; (vii) charge you a check return fee for payments made by you with insufficient funds;and (viii) pursue any other remedy,including repossessing the Equipment and Meter without notice to you To the extent permitted by law,you waive any notice of our repossession or disposition of the Equipment or Meter.By repossessing the Equipment or Meter,we aren't waiving our right to collect the balance due. (b) You agree to pay all our costs,including attorneys'fees,incurred in enforcing our rights. (c) We may suspend any services during any period that your account is more than thirty days past due. 13. Taxes You agree to pay us for all applicable sales,use,property,purchase or other taxes(excluding taxes on net income)related to the Lease or Equipment rental agreement or Meter Services agreement based on or measured by your payments,the Equipment.Equipment location,Meter and Meter location.We will determine the amount of all property and similar taxes to be charged to you based on our reasonable valuation of the Equipment or of the Meter,taking into consideration tax rates and depreciation.If any of these taxes are applicable,you agree to pay a tax administrative charge set by us without reference to the tax charged or services performed;such fee and charge won't exceed a total of$35 per year for each Lease schedule or Equipment rental agreement or Meter Services agreement. 14. Embedded Software;Applications (a) Our Equipment may contain embedded software.For embedded software,you agree that:(i)we and our licensors own the copyrights and other intellectual property to it;(ii)you are licensed only to use it with our Equipment in which it resides;(iii)you won't copy,modify,de-compile,or attempt to unbundle,reverse engineer or create derivative works of it;and(iv)you won't distribute or disclose it(or any portion)to anyone.The embedded software may contain third party software which is subject to any terms accompanying it.Technical support for embedded software will be given according to the SLA covering the Equipment with the embedded software. (b) Certain products and services may provide you an opportunity to access applications provided by us or a third party.Each application you access will have its own terms and conditions applicable to your use of that application located within it,and by using the application you agree to those terms and conditions_ 15.Internet Access Point The internet connectivity for the Equipment or Meter may use an internet access point provided by us.You may only use this access point for connectivity between the Equipment or Meter and the internet and for no other purpose.You agree to pay all costs resulting from the use of the access point in violation of this restriction. 2 of 5 6/15/2022, 1:15 PM State and Local Fair Market Value-Terms https://www.pitneybowes.conVus/statelocalfmvtenus.html 16.Security Interest You grant us a purchase money security interest in the Equipment,any replacements,and any proceeds from the sale of the Equipment,to secure payment of any balance due.We have the right to recover the Equipment if you haven't paid for it.We may file a copy of this Agreement as a financing statement with the State authorities_If you are leasing Equipment,you authorize us to file a Uniform Commercial Code financing statement naming you as debtor/lessee with respect to the Equipment in order to protect our interest in the Equipment. 17. Analog Connectivity IF YOU USE AN ANALOG CONNECTION FOR YOUR MAILING SYSTEM,YOU ACKNOWLEDGE THAT THE ANALOG CONNECTIVITY IS PROVIDED BY A THIRD PARTY SUPPLIER.NEITHER WE NOR OUR SUPPLIERS PROVIDE ANY WARRANTY WITH RESPECT TO THE FUNCTIONALITY OR QUALITY OF THE ANALOG CONNECTION.IF THE THIRD PARTY SUPPLIER NO LONGER PROVIDES ANALOG CONNECTION CAPABILITY,WE WON'T BE RESPONSIBLE FOR PROCURING AN ALTERNATIVE SUPPLIER AND YOU WILL HAVE TO USE A DIGITAL CONNECTION- 18. Miscellaneous (a) We will use your information in accordance with our Privacy Statement. (b) You agree to use the Equipment and Meter only for business or commercial purposes,and not for personal,family,or household purposes. (c) We aren't responsible for any delay or failure to perform resulting from causes outside of our control_ (d) You may not assign this Agreement without our prior written consent.Any assignment without our consent is void. (e) Payments aren't subject to setoff or reduction. (f) ANY LEGAL ACTION YOU FILE AGAINST US MUST BE STARTED WITHIN ONE YEAR AFTER THE EVENT GIVING RISE TO YOUR CLAIM.YOU WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION RELATED TO THIS AGREEMENT. (9)We can only change this Agreement if we both agree to do so in writing.You may use a purchase order to offer to obtain equipment or services but none of its provisions will modify or supersede these provisions unless we expressly agree in writing_If any provision in this Agreement is found to be invalid or unenforceable,the remaining provisionswon't be affected_ (h)Our respective rights and obligations under Sections 11(Limitation of Liability),12(Default and Remedies)and 13(Taxes)will survive termination of this Agreement. (i) We may deliver any notice and other communication to you under this Agreement by email to the email address that we have on file for you.You agree to the delivery of these notices and other communications by email_We may call you at any number you give to us_ 0) This Agreement is governed by the laws of the State of Delaware. (k) You agree that we can use your name in a client list and identify you as a client when communicating with prospective clients,in each case along with our product or service that you are using.You agree that we can use your name and logo in marketing content,including in an advertising campaign,with your prior consent_ (1) You agree to comply with all applicable export control laws and regulations. SERVICE LEVEL AGREEMENT 19.Applicability of SLA This SLA section applies to you if we have entered into an agreement to provide service for any Equipment we lease,rent or sell on the Order,excluding Equipment with charges based on volume of use("Usage- based Equipment")and any D12000TM(the covered equipment is called"Covered Equipment"). 20. Service Level Options (a) (i)If you sign up for Standard SLA on the Order,PBI will provide at its option either repair or replacement services for the Covered Equipment during the Initial Service Term or any Renewal Service Term(each term as defined in Section 21)(the"Service Term").You are also entitled to: (x)replacement printheads for Covered Equipment without additional charge,except for printheads which need to be replaced as a result of any Excluded Circumstance,and except for integrated printhead/ink cartridges;and(y)two preventative maintenance service calls per calendar year.PBI will notify you when preventative maintenance is due or you can request preventative maintenance service.Ifyour Covered Equipment needs repair,PBI may provide repair by remote access,diagnostics and service and/or by on-site repair service.Repair service is provided only for damage resulting from normal wear and tear.Repair service may include the use of new,reconditioned,or remanufactured parts and assemblies.PBI will provide parts or assemblies for discontinued equipment(or equipment not marketed as new)only if available.If PBI deems it necessary.PBI will dispatch a service technician to arrive at your location far on-site service_You won't incur hourly charges unless service is performed outside Normal Working Hours,which will be done only with your consent."Normal Working Hours"means 8 a.m.—5 p.m.,Monday—Friday,excluding PBI-observed U.S-holidays,in the time zone where the Equipment or other items are located. (ii)If PBI determines that replacement of Covered Equipment is necessary,PBI will,at no additional cost to you,promptly ship new,reconditioned,or remanufactu red equipment of the same or a functionally equivalent model to replace the affected Covered Equipment.Unless PBI instructs you otherwise,within five days of receiving the replacement equipment,you must pack the Covered Equipment to be replaced in the shipping carton that contained the replacement equipment,place the pre-paid return address label on the carton,and return it to PBI.You are responsible forthe Covered Equipment until PBI receives it. (b) If you are eligible to receive Performance SLA under our policies and you sign up for Performance SLA on the Order,you will be entitled to receive:(i)all coverage provided under Standard SLA;and(ii)one two-hour application consultation for your mailing and shipping needs.If PBI determines that on-site service is necessary,PBI will use commercially reasonable efforts to have a service technician on-site(during Normal Working Hours only)within 4 hours or 8 hours,as specified an the Order,after PBI has determined that it can't resolve the issue remotely(the"Response Time Commitment").The Response Time Commitment relates solely to the arrival of a technician at your location.It isn't a guaranteed resolution ofthe problem within the Response Time Commitment period,and it doesn't guarantee that all parts necessary to make a repair will be on-site within this time frame.The Response Time Commitment does not apply to Service designated as service by replacement,relocation services,software maintenance, preventative maintenance,operator training,or other services not essential to repair the Covered Equipment.If the Covered Equipment is moved from its original location,PBI may,at its option,remove the Response Time Commitment_If this happens,you will receive Standard SLA and we will adjust the SLA charges payable by you appropriately If we don't meet the Response Time Commitment,we will provide you with a credit equal to the difference between the cost of Standard SLA and Performance SLA for three months.In order to receive this credit,you must use a credit request farm which you can obtain from your service technician or by calling the Customer Care Center.The credits are limited to credits for four failures to meet the Response Time Commitment in any twelve-month period during the Service Term.These remedies are your sole remedy for PBI's failure to meet the Response Time Commitment- 21. Service Term PBI will provide you with Service for twelve months,if you don't have a Lease,or for the Lease Term,if you are leasing Equipment(the"Initial Service Term").SERVICE AUTOMATICALLY RENEWS FOR CONSECUTIVE ONE YEAR TERMS(EACH A"RENEWAL SERVICE TERM")UNLESS YOU TERMINATE YOUR SERVICE AS PROVIDED BELOW OR THE LEASE EXPIRES OR IS TERMINATED OR THE RENEWAL IS PROHIBITED BY LAW.If you don't wish to renew Service,you must deliver a written notice(the"Termination Notice")at least 60 days for 30 days if you are in Wisconsin)prior to the renewal of the term to us at 2225 American Drive,Neenah, WI 549S6 or you may notify us by creating a case at pitneybowes.cam/us/contact-us.html(follow the instructions under"how to create a case").Your Termination Notice must include you r customer account number or CAN and lease number(if applicable).PBI reserves the right not to renew your SLA far any reason. 22- SLA Fees You will pay the SLA fees for the Initial Service Term and any Renewal Service Term(s).We may increase the SLA fees after the Initial Service Term,and any increases will be reflected on your invoice.If you receive service for repairs caused by any Excluded Circumstance,PBI will charge you for the service at FBI's current hourly rates and for any required parts.If you exceed the cycle volume of your Equipment specified on the Order,PBI may bill you for the additional cycles over the specified cycle volume(the additional cycles are called the"Overage").The charge will be determined by reference to the rate in effect at the time that we determine that an Overage exists.Upon request,you will provide the cycle volume to us.If you do not provide the cycle volume to us,we will estimate the cycle volume and send an invoice to you for any Overage 3 of 5 6/15/2022, 1:15 PM State and Local Fair Market Value-Terms https://www.pitneybowes.conVus/statelocalfmvterius.html based on our estimate.If,in the prior quarter,we estimated cycle vaIume and later receive actual cycle volume,then we will make adjustments based an actual usage on your next invoice. 23. Service Changes PBI may modify its Service by giving written notice to you(a"Service Change Notice"),which will state whether the change is material.After receiving a Service Change Notice,if the change is material,you may terminate Service by giving us a termination notice at the address indicated in Section 21 or you may create a case at pitneybowes cam/us/contact-us html(follow the instructions under'how to create a case")_ 24. Additional Service Terms You can't elect to have Service apply to some but not all of the items of Equipment.Service doesn't include services and repairs that are made necessary due to any Excluded Circumstance.Service excludes the supply of postal and carrier rate changes and Consumable Supplies.If you replace any of your Covered Equipment during the Service Term,and the replacement Equipment qualifies for Services,PBI will automatically enroll you for maintenance coverage on the new Equipment at PBI's then current annual rates.If you acquire an attachment,or add a unit,to your Covered Equipment,PBI will provide coverage for each attachment or unit which we determine qualifies for coverage under the SLA and adjust your rate accordingly.If you choose not to continue coverage on the replacement Equipment,attachment or unit,you may cancel Service far the item within thirty days of the date of your initial invoice for the item from PBI_If you cancel,any further maintenance or repair services on the Equipment,attachment ar unit will be subject to PBI's current rates-Standard SLA will apply to rented Equipment at no additional charge. EQUIPMENT RENTAL AND METER SERVICES TERMS 25. Equipment Rental and Meter Services This Equipment Rental and Meter Services Section applies to you whenever you rent Equipment and whenever you obtain Meter Services from us. (a) If you aren't leasing the Equipment and paying for it in your lease payment to PBGFS,we will invoice you the Equipment rental("rental")and Meter Services fees listed on the Order After the period listed on the Order(the"Initial Term").we may increase the rental and/or Meter Services fees upon at least 30 days'prior written notice.When you receive notice of an increase,you may terminate your rental or Meter Services only as of the date the increase becomes effective. (b) At the end of the Initial Term,unless prohibited by law,the rental term and Meter Services term will convert to successive month to month extensions-You may choose to cancel the month to month extensions at any time by giving us 30 days'written notice,to the address in Section 21 or by creating a case at pitneybowes.com/us/contact-us.htmi(fallow the instructions under"how to create a case').Upon expiration of the term of the rental or Meter Services,you agree to return Equipment and Meters covered by the rental and Meter Services agreement in their original condition,reasonable wear and tear excepted. 26- Postage You may transfer funds to The Pitney Bowes Bank,Inc.(the"Bank")for deposit into your Reserve Account that you maintain with the Bank(your"Reserve Account")or you may transfer funds to the United States Postal Service(the"USPS")through a lockbox bank(a"Lockbox Bank").See the"USPS Acknowledgment of Deposit"below for more information.Until the end of the Initial Term,we may charge you a fee of up to $15.00 for refilling your postage.After the Initial Term,we may increase postage refill fees upon 30 days prior written notice.Ifyou participate in any PBI,PBGFS,or Bank postage advance programs(such as Purchase Power),we will advance payment on your behalf to the USPS,subject to repayment by you under the terms of the postage advance program and billed separately from your Meter Services fees. 27. Meter Repair or Replacement;Meter Care and Risk of Loss If the Meter malfunctions or fails due to reasons other than an Excluded Circumstance,we will repair or replace the Meter.You agree to take proper care of the Meter(s),as stated in this Agreement and any user documentation.You assume all risl<of lass or damage to the Meter(s)while you have possession. 28. Terms of Use of Meter;Federal Regulations You may use the Meter solely for the purpose of processing your mail,provided that you are authorized by the USPS to use the Meter,and that you comply with(i)this Agreement,(ii)any operator guide and(iii)all USPS regulations.You agree to use only attachments or printing devices authorized by us.You must receive our written consent before moving the Equipment or Meter to a different location.Federal regulations require that we own the Meter.Tampering with or misusing the Meter is a violation offederal law.Activities of the USPS,including the payment of refunds for postage by the USPS to clients,will be made in accordance with the current Domestic Mail Manual_If the Meter is used in any unlawful scheme,or isn't used for any consecutive 12 month period,or if you take the Meter or allow the Meter to be taken outside the United States without proper written permission of USPS Headquarters,or if you otherwise fail to abide by the postal regulations and this Agreement regarding care and use of the Meter,then this Agreement and any related Meter Services agreement may be revoked.You acknowledge that any use of a Meter that fraudulently deprives the USPS of revenue can cause you to be subject to civil and criminal penalties applicable to fraud and/or false claims against the United States.The submission of a false or fraudulent statement can result in imprisonment of up to 5 years and fines of up to$10,000(18 U.S.C.10011 and a civil penalty of up to$5,000 plus an assessment of twice the amount falsely claimed(3 U.S.C.3802).The mailing of matter bearing a fraudulent postage meter imprint is an example of a violation of these statutes.You are responsible for immediately reporting(within 72 hours or less)the theft or loss of the Meter to us.Failure to comply with this notification provision in a timely manner may result in the denial of refund of any funds remaining on the Meter at the time of loss or theft.You understand that the rules and regulations regarding the use of this Meter as documented in the Domestic Mail Manual may be updated from time to time by the USPS and it is your obligation to comply with any rules and regulations regarding its use. 29. Rate Updates and Soft-Guard(k)Program Your Meter or Equipment may require periodic rate updates that you will obtain under our Soft-Guard program_We will provide rate updates only if required due to a postal or carrier change in rate,service,ZIP Codex"or zone change.The Soft-Guard program doesn't cover any change in rates due to custom rate changes,new classes of carrier service,or a change in ZIP Code or zone due to equipment relocation.We won't be responsible for any losses arising out of or resulting from the failure of rating or software downloads to conform to published rates. 30. Collection of Information You authorize us to access and download information from your Meter or from your PC Postage account.We may disclose this information to the USPS or other authorized governmental entity.We won't share with any third parties(except the USPS or other governmental entity)individually identifiable information that we obtain about you in this manner unless required to by law or court order.We may elect to share aggregate data about our clients'postage usage with third parties. 31. Value Based Services Value based services are services the USPS provides,including e-Return Receipt and USPS Confirmation Services.Any fees the USPS charges for these services are your responsibility to pay for and are payable the same way that you pay for postage.The USPS is solely responsible for its services.We are not responsible for any malfunctions of any part of the communication link connecting the Meter with the USPS data system_We have the right to terminate the value based services if the USPS discontinues offering the service or you breach your obligations under this Agreement and fail to cure the breach within thirty days after you have been notified in writing. USPS ACKNOWLEDGEMENT OF DEPOSIT 32. Acknowledgement of Deposit This section of this Agreement provides you with the sections that the USPS requires we include in any agreement where we are providing Meter Services.The USPS requires that we use specific language.The 'acknowledgement of deposit"terms areas follows. (a) In connection with your use of a Postage Evidencing System,you may transfer funds to the USPS through a Lockbox Bank for the purpose of prepayment of postage on Postage Evidencing Systems,generating evidence of postage(a"Deposit"),or you may transfer funds to the Bank for deposit into your Reserve Account. (b) To the extent you deposit funds in advance of the use of any evidence of postage,you may make Deposits in the Lockbox Bank account identified as"United States Postal Service CMRS-PB"or make deposits in 4 of 5 6/15/2022, 1:15 PM State and Local Fair Market Value-Terms https://www.pitneybowes.con/us/statelocalfmvtenus.html your Reserve Account,in either case through electronic means,including Automated Clearinghouse Transfers.The LISPS may,at its discretion,designate itself or a successor as recipient of Deposits made byyou to the Lockbox Bank account described above. (c) Any deposit made by you in your Reserve Account is subject to the Reserve Account-Agreement and Disclosure Statement governing your Reserve Account. (d) Any Deposit made by you in the Lockbox Bank account shall be credited by the LISPS only for the payment of evidence of postage.Such Deposits may be commingled with Deposits of other clients.You shall not receive or be entitled to any interest or other income earned on such Deposits. (e) The LISPS will provide a refund to you for the remaining account balances of Deposits held by the USPS.These refunds are provided in accordance with the rules and regulations governing deposit of funds for evidence of postage,published in the CFR. (f) The Lockbox Bank,which shall collect funds on behalf of the USPS,shall provide PBI,on each business day,information as to the amount of each Deposit made to the USPS by you,so that PBI can update its records_ (g) PBI may deposit funds on your behalf.The USPS will make no advances of funds to you.Any relationship concerning advances of funds is between you and PBI,PBGFS and/or the Bank. (h) You acknowledge that the terms of this Acknowledgement maybe changed,modified,or revoked by the USPS,with appropriate notice. Postal Regulations governing the deposit of funds are published in the CFR or its successor.You acknowledge that you shall be subject to all applicable rules,regulations,and orders of the USPS,including future changes to such rules,regulations,and orders,and such additional terms and conditions as may be determined in accordance with applicable law.The USPS rules,regulations,and orders shall prevail in the event of any conflict with any other terms and conditions applicable to any Deposit. PURCHASE POWER TERMS 33. Purchase Power Program (a) The Purchase Power credit line is a product of the Bank and is not available to individuals fur personal,family,or household purposes.In order to participate in the Purchase Power program(the"Program"),you must provide the information described in paragraph(h)below You will receive a set of more specific provisions for the Program within thirty days ofthe date of this Agreement (b) Your Purchase Power account(the"Account")will be charged for the amount of postage,products,and services requested and the related fees,if applicable.Unless prohibited bylaw.you agree to pay the fees and charges of which the Bank has given you notice,including those relating to:(i)applicable transaction or overage fees;(ii)your failure to pay in a timely manner;(iii)your exceeding your credit line;and(iv)fees attributable to the return of any checks. (c) You will receive a billing statement for each billing cycle in which you have activity in the Account.The Bank may deliver any statement electronically to the email address that is on file foryou.Payments are due by the due date shown on your billing statement.You may pay the entire balance due or a portion ofthe balance,provided that you pay at least the minimum payment shown on the statement.In the event of a partial payment,you will be responsible for the unpaid balance. (d) (i)By using the Program,you agree that whenever there is an unpaid balance outstanding on the Account which is not paid in full by the due date shown on your billing statement,the Bank will charge you,and you will pay,interest on the unpaid balance of the Account from time to time,for each day from the date the transaction is posted to the Account until the date the unpaid balance is paid in full,at a variable rate equal to the Annual Percentage Rate applicable to the Account from time to time(ii)The Annual Percentage Rate applicable to the Account will be:the greater of(x)22%and(y)the sum ofthe highest"Prime Rate" published in the"Money Rates"section of The Wall Street Journal on the last business day of the month and the margin set forth below(the sum of the margin and the Prime Rate is herein called the"Floating Rate"). The Annual Percentage Rate will be adjusted on a monthly basis based an any fluctuation in the Floating Rate,if applicable.Any change in the Annual Percentage Rate based on the calculation described in this section will become effective on the first day of your next billing cycle.(iii)The margin which will be added to the Prime Rate to determine the Floating Rate will be 14.75%(using the Prime Rate in effect as of December 31,2019,the daily periodic rate would be.05342%and the corresponding annual percentage rate would be 19.50%).(iv)The Account balance that is subject to a finance charge each day will include(x) outstanding balances,minus any payments and credits received by the Bank on the Account that day,and(y)unpaid interest,fees,and other charges on the Account.(v)The Bank will charge a minimum finance charge of$1,00 in any billing cycle ifthe finance charge as calculated above is less than$1.00.(vi)Each payment that you make will be applied to reduce the outstanding balance ofthe Account and replenish your available credit line.(vii)The Bank may refuse to extend further credit if the amount of a requested charge plus your existing balance exceeds your credit limit. (e) The Bank may at anytime close or suspend the Account,and may refuse to allow further charges to the Account.Cancellation or suspension will not affect your obligation to pay any amounts you awe. (f) The Bank can amend any of the provisions and terms related to the Program at anytime by written notice to you(including by electronic notice via the email address that is then on file for you).You are consenting to electronic delivery of any amendments to the Program terms.Each time you use the Program,you are signifying your acceptance of the terms then in effect.An amendment becomes effective on the date stated in the notice and will apply to any outstanding balance on the Account The Bank may terminate the Program at anytime and will notify you in the event of any termination_Any outstanding abligation will survive termination of the Program. (g) The Program and any advances are governed by and construed in accordance with the laws of the State of Utah and applicable federal law. (h) USA PATRIOT Act-To help the government fight the funding of terrorism and money laundering activities,Federal law requires financial institutions to obtain,verify and record information thatidentifies each person who opens an account.Accordingly,in order to activate the Account the Bank asks that you agree to provide identifying information,including your address and taxpayer identification number.The Bank may also ask for additional identifying information,where appropriate,including asking that your representative who is opening the Account provide his/her name,address,date of birth,driver's license and/or other documents and information that will allow the Bank to identify him/her.You agree to provide all such requested identifying information. PRODUCT SPECIFIC TERMS 34. Software If you are acquiring an on-premise software license or on-demand subscription services,additional terms apply which are available by clicking on the hyperlink for that software or subscription service located at pitneybowes.com/us/license-terms-of-use/software-and-subscription-terms-and-conditions.html,Those additional terms are incorporated by reference. 35. D12OOO Inserting System Terms Certain provisions which apply when you purchase,lease or rent a DI2O0O inserting system and when you purchase a service plan for it are set forth at pitneybowes.com/us/di2OOO-terms.htmi.and are incorporated by reference.Those provisions govern to the extent that they are inconsistent with the other terms of this Agreement,and are incorporated by reference.Those provisions govern to the extent that they are inconsistent with the other terms of this Agreement. 36- PBBackup and PC-Backup Service Terms Certain provisions which apply when you utilize the PBBackup or PC-Backup services are set forth at pitneybowes.com/us/pbbackup-service-and-pcbackup-service-terms.htmi and are incorporated by reference. 37. Pitney Bowes Intelligent Locker Solutions Our ValueMAX program,described in Section 6 above,does not apply to Pitney Bowes Intelligent Locker Solutions.You must keep the Equipment insured against Loss for its full replacement value under a comprehensive policy of Insurance.The Pitney Bowes Intelligent Locker Solutions may include a statement of work. 38. AddressRight®Printers Certain provisions which apply when you purchase,lease or rent an AddressRight Printer are set forth at pitneybowes.com/us/addressrightprinter-terms.htmi and are incorporated by reference.Those Provisions govern to the extent that they are inconsistent with the other terms of this Agreement. 39. DM Infinity Supportforthe DM Infinity Meter may not go beyond June 30.2024.The Initial Term/the Lease Term for a DM Infinity Meter may not go beyond June 30.2024. 5 of 5 6/15/2022, 1:15 PM Software and Subscription Terms and Conditions-U.S. https://www.pitneybowes.com/us/license-terms-of-use/software-and-subs... On-Premise Software License and On-Demand Subscription Services - U.S. Updated:May 3,2022 The terms referred to below apply to transactions in the United States anly For terms outside the United States,please contact your Pitney Bowes representative. ON-PREMISE SOFTWARE LICENSE Ifyou ordered any of the following software products,your use of the products)will be governed by the terms)Last modified February 2020)located at www.pitneybowes.com/us/sendtech-terms/on-premise- software-license-terms-conditions.html:Arrival®,Arrival®Express,Business Manager,ConnectRight®Mailer,Envelope Designer Plus,Envelope Now,File-Based Processing Software,LobbyTracTM Arrival®Visitor Tracking,Package Manager,PB FirstTM,PC Meter Connect,PC Transfer Utility,Postal Manager,Relay®Integrity Pro,SendPro®Enterprise)On-Premise),SendSuite®Desktop,SendSuite®Live,SendSuite®Tracking, and SendSuite®Hpress.Please feel free to print the terms and conditions for your records. The terms set out in the link above will supersede any shrink-wrap or click through agreement received with the product. ON-DEMAND SUBSCRIPTION SERVICES If you ordered any of the following products,your use of the product(s)will be governed by the terms)Last modified April 2022)located at www.pitneybowes.com/us/sendtech-terms/terms-of-use-on-demand- subscriptian-servi<es.html:Cast Accounting,Enhanced Support Services,INVIEWTM Analytics,MyGraphicsT"Designer System,PitneyShipT",PitneyShipTM Pro,RelayTM Communications Hub,Relay-Integrity Express, SendPro©360 Analytics,SendPro®360 Locker Management,SendPro®360 Receiving,SendPro®360 Sending,SendPro®Enterprise)On-Demand),SendPro®Mailstation,SendPro®Online,SendSuite®Tracking Online,and Tracl<myMail®. THIRD PARTY PRODUCTS For the following products,the terms of use can be found by clicking the hyperlink opposite the name of the Licensed Product. PlanetPress Suite®7-License Agreement and Maintenance Terms PlanetPress Suite®Connect:License Agreement and Maintenance Terms PlanetPress:Envelope Now AutoMail: License Agreement PRIOR TERMS 1 of 1 6/15/2022, 1:24 PM