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NEO( S.T
<br />equipment from any other party in the
<br />succeeding fiscal year.
<br />24.2 Convenience. You may terminate this
<br />Lease at anytime and for any reason or for no reason
<br />("Termination for Convenience"); provided that You comply
<br />with the provisions of this paragraph. In the event of a
<br />Termination for Convenience, You shall pay Us a termination
<br />charge equal to the net present value of the periodic
<br />payments remaining in the Initial Term or, if applicable, the
<br />then -current Renewal Term, discounted to the present value
<br />at an Interest rate equal to six percent (6%) per annum.
<br />Such amount must be received by Us within thirty (30) days
<br />of the effective date of the termination.
<br />25. Additional Postage Meter Terms. If the Products
<br />require a postage meter, then You agree that Neopost USA's
<br />Postage Meter Rental Agreement shall govern your rental of
<br />such postage meter.
<br />POSTAGE METER RENTAL AGREEMENT
<br />1. Incorporation of Certain Terms. Customer
<br />acknowledges that: (i) it has entered a Government Product
<br />Lease Agreement with MailFinance Inc. (the "Lease"); and (ii)
<br />if the Products that are subject to the Lease includes a
<br />mailing machine, then the terms of this Postage Meter Rental
<br />Agreement ("Rental Agreement") shall govern its rental of the
<br />Postage Meter (as defined below) for such machine. Any
<br />defined terms in the Lease shall have the same meanings in
<br />this Rental Agreement, except that "We," "Us," and "Our,"
<br />refers to Neopost USA Inc., and any reference to "Products"
<br />shall refer to the Postage Meter. Sections 11, 12 and 14
<br />through 25 of the Lease are hereby incorporated into this
<br />Rental Agreement, except that any reference in those
<br />sections to the "Lease" refer to this Rental Agreement.
<br />2. Provisions as to Use. You acknowledge that: (i) as
<br />required by United States Postal Service ("USPS") regulations,
<br />the postage meter(s) identified on the Order Form (the
<br />"Postage Meter") is being rented to You and that it is Our
<br />property; (ii) the Postage Meter will be surrendered by You
<br />upon demand by Us; (Iii) You are responsible for the control
<br />and use of the Postage Meter; (iv) You will comply with all
<br />applicable laws regarding Your use or possession of the
<br />Postage Meter; (v) the use of the Postage Meter is subject to
<br />the conditions established from time to time by the United
<br />States Postal Service; and (vi) the Postage Meter is to be
<br />used only for generating an indicia to evidence the
<br />prepayment of postage and to account for postal funds. It is
<br />a violation of Federal law to misuse or tamper with the
<br />Postage Meter and, if You do so, We may terminate this
<br />Rental Agreement upon notice to You.
<br />3. Rental Fee, Term, and Taxes. The rental fee for the
<br />Postage Meter rental during the Initial Term is included in the
<br />Lease Payment. For each Renewal Term, You agree to pay
<br />Our then -current fee for the Postage Meter rental. The
<br />Postage Meter rental fee does not include the cost of
<br />consumable supplies. The term of the rental shall be equal to
<br />the term of the Lease and Is NON -CANCELABLE. You agree to
<br />pay all applicable taxes related to Your acquisition,
<br />possession, and/or use of the Postage Meter including all
<br />property taxes on the Postage Meter. Furthermore, You
<br />agree to pay the applicable fee to cover Our expenses
<br />associated with the administration, billing and tracking of
<br />such charges and taxes. Notwithstanding the foregoing, in
<br />the event You are tax exempt, upon providing Us a certificate,
<br />You will not be required to pay any taxes covered by such
<br />certificate. You agree that you will return the Postage Meter
<br />at the end of the Lease term and that You will do so in the
<br />manner set forth in Section 12 of the Lease. Furthermore,
<br />You agree that if you fail to return a postage meter within
<br />thirty (30) days of receipt of the Equipment Return
<br />Authorization from Us, then You will pay a postage meter
<br />replacement fee of one thousand dollars ($1,000).
<br />4. Postage Meter Maintenance, Inspections, and
<br />Location. We will keep the Postage Meter in good working
<br />condition during the term of this Rental Agreement. The
<br />United States Postal Service regulations may require Us to
<br />periodically inspect the Postage Meter. You agree to
<br />cooperate with Us regarding such inspections. We may, from
<br />time to time, access and download information from Your
<br />Postage Meter to provide Us with information about Your
<br />postage usage and We may share that information with Our
<br />distributors and other third parties and You hereby authorize
<br />Us to do so. You agree to promptly update Us whenever there
<br />is any change in Your name, address, telephone number, the
<br />licensing post office, or the location of the Postage Meter.
<br />S. Postage Advances. We do not sell postage. In the
<br />event You require an emergency advance for postage, We, at
<br />Our sole discretion, may advance You money to reset the
<br />Postage Meter. If We do provide such an advance, You agree
<br />to repay Us within five (5) days from the time of such
<br />advance: (i) the amount of the emergency advance; and (ii)
<br />the then -current advance fee.
<br />6. Default. In the event You fail to perform in accordance
<br />with the terms set forth in this Rental Agreement, or any
<br />other Agreement with Us or any of Our affiliates, including,
<br />but not limited to, MailFinance Inc., and Mailroom Finance,
<br />Inc., then We may, without notice: (i) repossess the Postage
<br />Meter(s); (ii) disable the Postage Meter; (iii) immediately
<br />terminate this Rental Agreement; and (iv) pursue any
<br />remedies available to Us at law or in equity. Furthermore,
<br />upon the return of the Postage Meter, You hereby authorize
<br />Us to offset any amount of postage remaining in the Postage
<br />Meter, prior to any refund to You, against any amount due to
<br />Us or any of Our affiliates. To the extend allowable by law,
<br />You shall also pay all of Our costs in enforcing Our rights
<br />under this Rental Agreement, including reasonable attorneys'
<br />fees and expenses that We incur to take possession, store, or
<br />repair, the Postage Meter, as well as any other expenses that
<br />We may incur to collect amounts owed to Us. These remedies
<br />shall be cumulative and not exclusive, and shall be in addition
<br />to any and all other remedies available to Us.
<br />7. Rate Updates.
<br />A. Maintenance of Postal Rates. It is Your sole
<br />responsibility to ensure that correct amounts are
<br />applied as payment for mailing and shipping
<br />services. We shall not be responsible for returns for
<br />delivery delays, refusals, or any other problems
<br />caused by applying the incorrect rate to mail or
<br />packages.
<br />B. Rate Updates with Online Services. If the Order
<br />Form indicates that You are enrolled in Our Online
<br />Services program, then We will make available
<br />periodic updates for Your covered Products and/or
<br />Postage Meter, including updates to maintain
<br />accurate USPS rates for the USPS services that are
<br />compatible with such Products or Postage Meter.
<br />The rate updates that are offered with Our
<br />Online Services program are only available for
<br />products that are Integrated (as defined
<br />below) into Your mailing machine. For the
<br />purposes of this section, "Integrated" means that the
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