MAINTENANCE AGREEMENT – TERMS AND CONDITIONS

1. MAINTENANCE SERVICE. Image Solutions agrees to provide to the Customer, during Image Solutions’ normal business hours, the maintenance service necessary to keep the Equipment in, or restore the Equipment to, good working order in accordance with Image Solutions’ policies then in effect. This maintenance service includes maintenance based upon the specific needs of individual Equipment, as determined by Image Solutions, and unscheduled, on-call remedial maintenance. For each unscheduled service call requested by the Customer, Image Solutions shall have a reasonable time within which to respond. Maintenance will include lubrication, adjustments, and replacement of maintenance parts deemed necessary by Image Solutions. Maintenance parts will be furnished on an exchange basis, and the replaced parts become the property of Image Solutions. Maintenance service provided under this Agreement does not assure uninterrupted operation of the Equipment. If available, maintenance service requested and performed outside Image Solutions’ normal business hours will be charged to the Customer at Image Solutions’ applicable time and material rates and terms then in effect, unless Image Solutions and Customer have a written agreement providing for after-hours maintenance service.
2. EXCLUSIONS TO MAINTENANCE SERVICE. Maintenance service provided by Image Solutions under this Agreement does not include:
   1. Repair of damage or increase in service time caused by failure of the Customer to provide continually a suitable installation environment with all facilities prescribed by Image Solutions, including, but not limited to, the failure to provide, or the failure of, adequate electrical power, air-conditioning, or humidity-control.
   2. Repair of damage or increase in service time caused by: accident; disaster, which shall include but not to be limited to fire, flood, water, wind, and lighting; transportation; neglect; power transients; abuse or misuse; failure of the Customer to follow Image Solutions’ published operating instructions; and unauthorized modifications or repair of Equipment by persons other than authorized representatives of Image Solutions.
   3. Repair of damage or increase in service time caused by use of the Equipment for purposes other than those for which designed
   4. Replacement of parts which are consumed in normal Equipment operation, unless specifically included.
   5. Furnishing supplies or accessories, painting or refinishing the Equipment or furnishing the material therefore, inspecting altered Equipment, performing services connected with relocation of Equipment or adding or removing accessories, attachments or other devices.
   6. Repair of damage, replacement of parts (due to other than normal wear) or repetitive service calls caused by use of incompatible supplies.
   7. Complete unit replacement or refurbishment of the Equipment.
   8. Electrical work external to the Equipment or maintenance of accessories, attachments, or other devices not furnished by Image Solutions.
   9. Increase in service time caused by Customer denial of full and free access to the Equipment or denial of departure from Customer’s site.
3. SERVICE WARRANTY AND LIMITATION OF LIABILITY. Image Solutions warrants to the Customer that the maintenance service provided herein will be performed in accordance with industry practices, and material and parts furnished under this Agreement will be free of defects in material and workmanship at the time of installation. If any failure to meet the foregoing warranty appears and written notice thereof is provided to Image Solutions within the term of this Agreement, Image Solutions will correctly re-perform the services identified, or repair or replace the defective material or part provided. The foregoing service warranty constitutes Customer’s sole and exclusive remedy. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND IMAGE SOLUTIONS MAKES NO ADDITIONAL WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IMAGE SOLUTIONS SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ECONOMIC LOSS, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, OR LOSS OF EQUIPMENT USE, EVEN IF IMAGE SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS, OR FOR ANY CLAIM AGAINST CUSTOMER BY ANY OTHER PARTY.
4. INVOICING. Charges for maintenance service hereunder will consist of a Basic Maintenance Charge, applicable zone charge, and, if applicable. Meter Charges as stated below of this Agreement. The Basic Maintenance Charge may be invoiced in advance. The Meter Charge (if applicable) or other maintenance charges will be invoiced periodically in arrears. The Basic Maintenance and Meter Charges for a partial month’s service will be prorated on the basis of a thirty (30) day month. Payment is required within 10 days of the invoice date. The service rate may increase by up to ( 15% ) per year or an appropriate minimum level may be established to cover service costs as determined necessary by Image Solutions.
5. ACCESS. Customer shall grant to Image Solutions service personnel full and free access to the Equipment to provide maintenance service and engineering changes thereon, subject only to the Customer’s security regulations.
6. ENGINEERING CHANGES. Engineering changes, determined applicable by Image Solutions, will be controlled and installed by Image Solutions on Equipment covered by this Agreement. Engineering changes which provide additional capabilities to the Equipment covered herein will be made at the Customer’s request at Image Solutions’ applicable time and material rates and terms then in effect.
7. EQUIPMENT TRANSFER. Any transfer of Equipment covered by this Agreement to a person other than the Customer listed herein, or to a location outside of Image Solutions’ normal servicing area, will exclude such Equipment from the terms of this Agreement. Transfer of Equipment to a different zone within Image Solutions’ normal servicing area will result in an adjustment of charges to the applicable rate for the new zone.
8. INDEMNIFICATION. Except as otherwise provided in paragraph 3, Customer agrees to indemnify and hold Image Solutions harmless from and against any loss, cost, damage, claim, expense, or liability as a result of injury or death of any person or damage to any personal property of Customer which such personal injury or damage arises out of or in connection with the sole negligence of Image Solutions, or its employees in the performance of this Agreement, provided Image Solutions receives prompt written notice of such personal injury or damage, and provided further that Image Solutions shall have the sole control of the defense of any such action and all negotiations for its settlement or compromise.
9. ASSIGNMENT. This Agreement shall be binding on and inure to the benefits of the parties to it and their respective heirs, legal representatives, successors, and assigns. Image Solutions reserves the right to delegate its duties hereunder to one or more independent contractors. This Agreement may not be assigned by Customer without prior written approval of Image Solutions, and any attempted assignment in violation of this provision shall be void.
10. ALL MODIFICATIONS TO BE IN WRITING. No variation or modification of this Agreement, whether by Customer’s purchase order or otherwise, and no waiver of any of the Agreement’s provisions or conditions shall be binding unless in writing and signed by duly authorized agents of Image Solutions and Customer.
11. WAIVER. The waiver of any for default under this Agreement by either party shall constitute a waiver only as to such particular breach or default and shall not constitute a waiver or any other breach or default. No claim or right arising out of a breach of this Agreement can be discharged in whole or in part by a waiver or renunciation of a claim or right unless the waiver or renunciation is in writing and signed by an officer of the aggrieved party.
12. NOTICES. Service of all notices under this Agreement shall be in writing and sent by first class mail, postage pre-paid, and addressed to the last known address of the party to be served therewith. Notices sent by certified mail, return receipt requested, shall be presumed to have been received.
13. METER CHARGES. Customer also agrees to pay the monthly meter charges listed herein for each copy made on copiers under this Agreement. The initial month following installation will include the first partial month (if applicable) and will be prorated to coincide with the prorated rental charge. Meter readings shall be provided on a monthly basis by Customer at the request of Image Solutions. If toner is included under this Agreement, the agreed-upon pricing only covers the supply of quantities of up to ten percent (10%) over the standard yield for the specific type(s) of toner model(s) and parts; to the extent that Image Solutions supplies toner and or parts in excess of this amount, Customer will pay Image Solutions for excess toner and or parts according to Image Solutions’ then-current standard pricing.
14. MISCELLANEOUS. Image Solutions reserves the right to suspend service under this agreement with out notice in the event of customer neglect or abuse of equipment, verbal or physical abuse or harassment of Image Solutions staff, excessive service levels, tampering with equipment by someone other than a qualified Image Solutions technician, use of consumables purchased from anyone other than Image Solutions, or refusal to pay invoices as due. This decision is as the sole discretion of Image Solutions and Image Solutions judgment is final.
15. ENTIRE AGREEMENT. This Agreement supersedes and terminates any and all prior agreements, if any, whether written or oral, and all communications between the parties with respect to the subject matter of the Agreement. The Customer agrees that it has not relied on any representation, warranty, or provision not explicitly stated in this Agreement, that no oral statement has been made to it that in any way tend to waive any of the terms or conditions of this Agreement, and that this Agreement constitutes the final written expression of all terms of the Agreement, and it is a complete and exclusive statement of those terms. These terms and conditions shall prevail notwithstanding any additional or different terms and conditions of any purchase order or other document submitted by Customer in respect to the services to be provided hereunder.
16. DATA SECURITY. Image Solutions is not responsible for any information retained in electronic or hard copy format within the equipment. This information may include but is not limited to documents, network information, fax numbers, and email addresses. In addition, there may be latent images retained on the hard drive(s) at any given time and Image Solutions takes no responsibility for the content of this information or the disposition there of.