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Customer Aareement Terms and Conditions I 8.D.b I
<br /> Common Terms
<br /> 1.0 DEFINITIONS.
<br /> a. Agreement means this Customer Agreement and all schedules,amendments,and/or addenda attached hereto or made a part thereof.
<br /> b. Client Software means that portion of the Software that resides in,and operates on,the desktop or portable computers in use by Customer or third parties a
<br /> which provides access to the Server Software and computer system resources shared and used by the Software.
<br /> c. Confidential Information means Firmware, Software, Documentation,technical service manuals,service bulletins,databases, customer lists,pricing, resul
<br /> discounts and/or such other information as is marked as"confidential"by a party hereto.
<br /> d. Consulting Services means consulting provided by CSA as relates to the Firmware and/or Software.Consulting Services may be provided by CSA at any tit
<br /> during the term of this Agreement. Consulting Services, if any,and the price therefore are set forth on the Customer Agreement Addendum or on a sepan
<br /> statement of work signed by CSA and Customer. 0
<br /> e. Consumables means toner,developer,paper,photoconductor or ink,as the case may be to be used,in conjunction with or for the Equipment.
<br /> f. Cover Sheet means the front page of this Agreement. a1
<br /> g. CSA means Canon Solutions America,Inc. 0
<br /> h. Customer means the business entity defined on the Cover Sheet.
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<br /> i. Documentation means documents and other materials provided to Customer to support use of Product(s).
<br /> j. Educational Services means training provided by CSA as relates to the Product(s),Firmware and/or Software. N
<br /> k. Excess Charge means charges in Excess of the Square Foot/Linear Foot or SmartClick Allowance specifically set forth on the Cover Sheet. t
<br /> I. Effective Date means(i)the date the installation is completed;or(ii)for Software which is not installed during the installation of the Equipment,the date t 2
<br /> Software is enabled or shipped;or(iii)in the case of conversions or trials,the date specified by CSA.
<br /> in. Equipment means printing and/or scanning equipment,including accessories and ancillary equipment each and all of which is identified by model number on t CI:.
<br /> Cover Sheet,excluding NOLI Products. �}
<br /> n. Firmware means software embedded in Equipment in object code form,incidental to operation of the Equipment,licensed by the Equipment manufacturer ti
<br /> Customer or for which CSA has the right to sublicense to Customer. S
<br /> o. Implementation Services means services relating to the implementation of Firmware and/or Software and which are rendered at or about the time of Equipm( r
<br /> installation and may include(but shall not be limited to)review of print applications,validation of hosts and network paths,validation of system configuration( C
<br /> and overview of printer/server operation. Implementation Services acquired hereunder,if any,and the costs thereof are set forth on the Customer Agreem(
<br /> Addendum.
<br /> p. Installation means the Equipment is ready for commercial operation in accordance with manufacturer's published specifications.
<br /> q. Installation Site means the Customer's "Ship To" address specified on the Cover Sheet and to which Customer requests that CSA ship the Equipment Q
<br /> Software. Delivery will be made to the Installation Site.
<br /> r. Maintenance means the repair and/or replacement of parts, subassemblies, and Firmware to keep the Product(s), and if applicable NC
<br /> Products, in good working order per manufacturer's or CSA's written specifications, as the case may be,provided that repairs can be performed E
<br /> the field. Parts required for repair may be used or remanufactured in accordance with CSA's specifications. Maintenance may be provided by C: N
<br /> or a third party subcontracted by CSA. z
<br /> s. :VOLT Products means Non-Oce Listed Items, which may include hardware, software(and specifically Third Party Software), equipment, supplies, servi, U
<br /> warranty,network equipment and other items not listed in CSA's price list and as designated on the Customer Agreement Addendum. N
<br /> t. Parts means all parts certified by CSA as meeting manufacturers'and/or CSA specification,as the case may be,and which are required to provide Maintenan c
<br /> to Products. Such certification requirements shall be determined solely by CSA. r
<br /> u. Product means Equipment,Consumables,Maintenance,Professional Services,Educational Services and Parts provided hereunder,excluding NOLI Products. 7
<br /> v. Professional Services means collectively Implementation Services, Educational Services and Consulting Services each of which as such services relate d
<br /> Software acquired hereunder.Professional Services,if any,and the rates therefore,are specified in the Customer Agreement Addendum.
<br /> w. Server Software means that portion of the CSA Software that resides in,and operates on,the computer systems of Customer which allow access by the Clit
<br /> Software to shared computer system resources,including data files and databases. U
<br /> x. Service Charges means charges invoiced by CSA for Maintenance Services and/or Software Support and or charges based on use.
<br /> y. SmartClickTM means a CSA proprietary measurement derived from(1)the amount of toner used;plus(2)the area of media used,for each application printed to
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<br /> the Equipment.
<br /> z. Software means all computer software programs provided by CSA,whether embedded in Product(s)or provided via separate media or download;the Softwr
<br /> includes,but is not limited to,Finnware,and Third Party Software and software that is set forth in the Customer Agreement Addendum. tY
<br /> aa. Software Support means access to CSA support specialists for operator questions, installation support, explanation of Software features and functionali
<br /> network connectivity questions, and other software support issues. Software Support includes making available updates, fixes, minor enhancements a C
<br /> improvements to the current version of the Software and/or Finnware and correcting reproducible errors in Finnware or Software which errors are caused '1
<br /> defects in the software.Software Support does NOT include(i)administration of servers or database products;(ii)support of Firmware or Software installed y
<br /> equipment using "beta" or operating systems not supported by CSA; (iii) resolution of network errors not directly related to Firmware or Software; or( C
<br /> installation, setup or support of third party products not supported by CSA or software not acquired from CSA. Software Support does not include updat
<br /> upgrades and new releases or versions of third party products sold with or used in conjunction with Software. W
<br /> bb. Third Part'Software means software authored by third parties other than CSA and made available by CSA to Customer and which requires Customer to en r
<br /> into a license agreement directly with the third party software provider. Third Party Software provided hereunder is set forth on the Customer Agreem( V
<br /> Addendum. en
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<br /> 2.0 This Agreement governs the provision of Products and NOLI Products identified on the Cover Sheet and/or Customer Agreement Addendum and sh
<br /> be in effect from the earlier to occur of: (i)the date the Agreement, signed by Customer, is countersigned by CSA; or, (ii)shipment of the Product;or, ( 0
<br /> performance of any Professional Services and/or Maintenance. Once this Agreement becomes effective and legally binding as set forth in this Section,it r
<br /> non-cancelable. CSA has no responsibility for the decision or effect of the decision of Customer to acquire NOLI Products, even if CSA helps Custom
<br /> identify, evaluate or select such NOLI Products. Customer and CSA shall sign a separate addendum ("Supplemental Agreement")in connection with tl
<br /> purchase of such NOLI Products. C
<br /> 3.0 EQUIPMENT. Products shipped hereunder, unless otherwise specifically set forth in the Cover Sheet or Customer Agreement Addendum may, in CSA's s(
<br /> discretion,be New/Newly Manufactured,Factory Produced New Model,Like New,Remanufactured,Refurbished or Used. With respect to Wide Format Equipment,C
<br /> may ship(at CSA's sole discretion)any Equipment type defined above."Factory Produced New Model"means Equipment that has been disassembled,cleaned,refinish( ,
<br /> inoperable components replaced with new or used components. Such Equipment is newly serialized Equipment with new features and/or functions. Customer is the fi Cr(
<br /> user of this Equipment,which is fully tested to assure product performance and reliability specifications."Like New"means Equipment previously on trial,used as a des
<br /> unit,shown at a trade show or equipment with nominal foot/copy count. All Like New Equipment has been maintained by CSA,has not been pre-owned by any other pa
<br /> and has a nominal foot/copy count from a controlled pre-production environment."New/Newly Manufactured"means Equipment that is newly assembled and which in
<br /> contain a limited number of used components that have been thoroughly inspected and tested to assure product performance and reliability specifications. "Refurbishe
<br /> means Equipment that has been under CSA maintenance,has been tested to ensure full functionality and reliability to specifications."Remanufactured"means Equipm,
<br /> that has been disassembled, cleaned,refinished, inoperable components replaced with new or used components and is fully tested to assure product performance ano
<br /> Customer Agreement Terms and Conditions Form#USA9500 rev 12/18/12
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