- TERM OF AGREEMENT.
This Agreement is effective upon the date of Customer’s signature, and unless otherwise stated herein, will remain in force for the term stated on each Order, as integrated hereby. Unless either party provides written notice of non-renewal not more than ninety (90) days and not less than thirty (30) days prior to the expiration of the Solution Order Term, the Solution Order will be automatically renewed for additional, successive one-year terms (“Renewal Term”).
- PRODUCT / SERVICE ADDENDA.
Customer acknowledges that POA provides a variety of Solutions and that the TSA General Terms and Conditions governs the terms and conditions of all POA Solutions. Should there be any conflict in the terms of this TSA and any Order, the terms of the Order shall prevail.
- FEES AND PAYMENT.
Customer agrees to pay to POA, at a minimum, the monthly payment amount agreed to for any Order executed by Customer, as well as all associated charges for services and hardware (as applicable), and variable usage and non-recurring charges throughout the term and any renewal term. Failure to pay any POA invoices within thirty (30) days may result in an interruption of service. Customer agrees that POA may increase the minimum monthly payment and any image, variable, or use charges each year during any Order term in an amount not to exceed 10% of such charge. Customer agrees to pay any applicable Federal, State, or local taxes, as applicable, to any Order. If an Order includes any third-party software, Customer agrees that POA may increase Customer's payment to reflect any increase made by the third-party software privder to POA.
- LATE FEES.
If Customer fails to pay any POA invoice within thirty (30) days after the payment due date, Customer shall be obligated to also pay to POA an additional late fee amount of 1.5% per month, or 18% per annum.
- FINANCING.
Several POA Solutions involve equipment or services that may be eased/financed through POA or through a third-party financing entity. POA agrees to provide reasonable assistance to Customer in order to obtain financing for the purchase or lease of the Solution(s) and customer consents to credit checks; however, financing cannot be guaranteed by POA. Customer remains responsible for the full purchase price of the equipment sold/leased in the event that financing cannot be obtained. If a “sale” price is not specifically indicated in the Addendum, due to anticipation of an agreed-upon lease (monthly) payment, the purchase price will be: the Manufacturer’s Suggested Retail Price of the equipment, plus the cost of any lease buyouts, delivery charges, and installation charges, as well as the total amount of any Service/Order Agreement that POA has agreed to provide incidental to the equipment.
- COOPERATION.
Customer agrees to provide POA with all necessary information to implement any Order. In the event that financing is obtained, Customer hereby agrees to fully cooperate in executing whatever industry standard Lease Financing Agreement(s) required for financing. Additionally, Customer agrees to cooperate in any and all respects necessary to fulfill the intent of this Agreement and any Order including cooperation with delivery and acceptance of POA Solutions as well as cooperation in buyouts, return(s) of equipment, and/or any incidental actions requested by POA. Customer’s failure or refusal to enter necessary financing documents shall be considered a material breach of this Agreement, subjecting the Customer to: a) liability for payment in full of the contracted Solution(s); and/or b)POA's ability to enforce the terms of this TSA and any Order. As applicable, Customer agrees to return all leased equipment in full working order at the end of any lease term or renewal term. In the event Customer fails to cooperate in providing necessary information to implement an Order, POA shall have the right to begin billing the Customer the monthly payment amount for the Order.
- PRIVATE DATA.
Customer shall make arrangements to protect or remove all sensitive and private data that may become stored on Customer’s equipment. While POA may provide options for data removal and protection, Customer is solely responsible for selecting an appropriate data removal standard that meets Customer’s business needs. POA shall not be liable for damages arising from Customer’s failure to fully remove and protect its data and/or the data owned by any third party.
- APPROPRIATE USE.
Customer agrees that by entering into this Agreement, POA will not assume and should not be exposed to the business and operational risks associated with Customer's business. It is specifically understood that Customer will use the solution ordered solely for lawful and appropriate purposes including all import/exports laws.
- INTERIM USE.
In the event of partial or staged delivery of any equipment or Solution, POA reserves the right to charge Customer interim rental and usage charges until such time as complete delivery, acceptance and commencement of the initial lease term. The interim rental fee shall be charged on a percentage basis of delivered equipment/ solution plus usage charges.
- MISCELLANEOUS.
- This Agreement shall be governed by laws of the State of Oregon. Customer consents to jurisdiction and venue in Multnomah County, OR for any dispute arising out of this Agreement or any related Order, but POA specifically reserves its right to determine that venue may be more appropriate in the location where the Solution(s) are being used. Should another venue be chosen by POA, the State law controlling that venue shall govern.
- In the event any one or more provisions of this Agreement or any Order is held to be invalid or unenforceable, the enforceability of the remaining provisions shall be unimpaired.
- No modification, amendment, supplement or waiver of this Agreement shall be binding upon the parties hereto unless made in writing and signed by both parties.
- Customer may not assign or dispose of any rights or obligations under this Agreement, any Order, or any financing documents without POA’s prior written consent.
- METER READINGS.
POA offers a DCA and other network-based machine data collection methods for Customer convenience, billing accuracy, and to enhance service effectiveness. Unless specifically directed otherwise, POA will enable a DCA or network monitoring software on applicable Equipment to automatically report Meter Readings. If the Customer's Solution includes Meter Readings but Customer refuses a DCA or networking monitoring software, Customer agrees to provide POA with a timely Meter Reading prior to the end of the month. If the Customer fails to provide POA with a timely Meter Reading, POA reserves the right to estimate Meter Readings and charge Customer an additional fee up to $50 per machine, per month.
- SITE ENVIRONMENT.
Customer shall be responsible to ensure the site that any Order is to be installed or used meets the manufacturer's requirements including, but not limited to, space, power, network, temperature, and humidity. Electrical power must meet the voltage, amperage, and electrical noise level requirements. Customer agrees that the site must meet minimum standards to implement the Solution(s). Customer bears sole responsibility to modify or upgrade their site. In the event the site requires any modification or upgrade, the Order shall remain in full effect
- DISCLAIMERS.
ALL EQUIPMENT AND SOLUTIONS OFFERED BY POA ARE SUBJECT TO A MANUFACTURER’S WARRANTY. EXCEPT AS SPECIFICALLY PROVIDED BY THE MANUFACTURER(S), POA DISCLAIMS, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL POA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING (BUT NOT LIMITED TO) A LOSS OF DATA, LOSS OF REVENUE, AND/ OR LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE OR EQUIPMENT PROVIDED HEREUNDER. THIS DISCLAIMER APPLIES WHETHER THE CLAIMS ARE MADE BASED ON A THEORY OF BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF POA IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
- REMEDIES.
In the event of a Customer default of this Agreement or any Order, POA may: (a) recover from you, AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY, the sum of: (i) all past due and current Minimum Payments, Excess Per Image Charges and other charges; (ii) the present value of all remaining Minimum Payments, Excess Per Image Charges and other charges, discounted at the rate of 6% per annum (or the lowest rate permitted by law, whichever is higher); and (iii)(a) require you to return all of the Equipment at the end of the lease term, or take possession of the equipment; or if (iii)(a) is not satisfied within 30 days of demand, we may recover from you the Fair Market Value of the Equipment; and (b) declare any other agreements between us in default. If we take possession of the Equipment, we shall not be held responsible for any losses directly or indirectly arising out of, or by reason of the presence and/or use of any and all proprietary information residing on or within the Equipment, and POA may charge you for expenses incurred in connection with the enforcement of our remedies including, without limitation, repossession, repair and collection costs, attorneys’ fees and court costs. The remedies are cumulative, are in addition to any other remedies provided for by law, may be exercised concurrently or separately. Any failure or delay by us to exercise any right shall not operate as a waiver of any other right or future right.
- EXCLUSIVE PROVIDER.
Customer agrees that POA shall be its exclusive provider for the Solutions offered. Upon Customer's request, POA will provided a customized price book of the current Solutions offered. In the event that customer is given an industry standard quote by any third party, POA shall have the right of first refusal to beat or meet the quote. If POA can beat or meet the quote, Customer agrees to order the Solution from POA.