HP Managed Print Subscription Agreement

1. Purpose. This HP Managed Print Subscription Agreement (“Agreement”) governs the purchase by the Customer listed in the HP Managed Print Subscription (“MPS”) Order Form (“Order Form”) of the HP MPS services (the “Subscription”) from @lInsight Direct USA, Inc. (“Insight”) as described herein at the rates, SLAs and locations set forth in the Order Form, which is incorporated into these Terms. Capitalized terms not defined herein shall have the same definition as in the Order Form. By signing the Order Form, the Customer agrees to the below terms.
2. Device Requirements.
   1. Device Defined. “Device” means the printer and related hardware and equipment, accessories, parts, and upgrades provided/owned by Client and included in Client’s fleet.
   2. Connectivity. The HP cloud via HP web services (“HP Connected”) will be used for remote monitoring of Devices to deliver the HP MPS Subscription services. Devices will need to maintain connectivity to HP Connected for the duration of the Subscription to enable entitlement and to ensure accurate billing, service alerting, and Supplies replenishment. If HP Connected is disabled or the Device loses connection to HP Connected, Insight will not be held to the affected commitments. Upon either notice or discovery of a non-reporting Device, Customer shall promptly ensure the return of the Device to reporting condition.
   3. Location. Customer must maintain correct Device location information in the HP Device Control Center portal (“MPS Subscription Portal”) or as otherwise directed by Insight (only physical addresses; excluding P.O. boxes and BFPO addresses). It is Customer’s sole responsibility (a) to keep address information updated and (b) to make such updates in the MPS Subscription Portal within twenty-four (24) hours of changes. Should this information be incorrectly maintained and result in lost Supplies or technicians sent to an incorrect address, then the cost of replacement Supplies, including any shipping costs, and / or the cost of a technician visit will be charged to the Customer on a time and materials basis based on Insight’s then current time and materials rates. Service levels are based on the Device’s location and are subject to change when a Device is moved.
3. Products and Services Portfolio.
   1. Services. The services (“Services”) included for each Device in the Subscription are the following: (i) automated Supplies replenishment; (ii) base solutions, subject to Device compatibility; (iii) next business day on-site response for hardware break fix, where available, or Distance Onsite Response based on location of the Device. Further details of the Services are contained in Appendix 1.
   2. Consumables. Insight will send Consumables as needed based on data and signals transmitted by the Device. “Consumables” means Printing Supplies and, if applicable, Maintenance, provided hereunder, but does not include paper, staples, font cartridges, third-party SIMM or DIMMs, third-party accessories, and all external interface cards (which are not covered under MPS Subscription). Printing “Supplies” include ink or toner Cartridges. “Maintenance Kits” means fuser kits, transfer kits, roller kits, collection units and waste toner bottles.
      1. If the Device is not online with HP Connected, Insight will not be alerted of the Device running out of Supplies.
      2. Insight will not send Supplies unless and until the Device is online with HP Connected.
      3. At the end of the Initial Term and any Further Terms pursuant to Section 6 (“Subscription Term and Pricing”), any unused Supplies provided to Customer during the Subscription Term shall be returned to the address provided by Insight, at the expense of Insight, and remain the property of Insight at all times, unless otherwise specified by Insight in writing.
   3. Lost Supplies. If Supplies are lost after delivery to the end customer, the cost of replacement Supplies will be charged. Such charge will be included in the monthly invoice. For Supplies considered “lost,” Insight will furnish evidence of delivery if asked for.
   4. Firmware Upgrades. Insight will only perform Firmware Upgrades if the manufacturer has announced that the Firmware Upgrade resolves a known service issue.
   5. Non-hardware Failure. Technician visits for non-hardware failure related issues will be charged to the Customer at Insight’s then current time and material rates (non-hardware failures include, but are not limited to: glass cleaning, local network connectivity, end user damage, use of re-manufactured Supplies, and use of incompatible media.
4. Page Calculations.
   1. Initial Counts. Page counts start:
      1. For newly supplied Devices, at zero; and
      2. For all other Devices, at the value recorded by the automated Supplies management service when the Device is first linked to HP Connected.
   2. Page Counts. A4 or letter sized pages count as one (1) page (a “Page”). All other page sizes will be charged at the conversion rate reported by the Device. Duplex Pages count as two (2) pages, irrespective of whether printing is done on both sides or not.
5. Billing Calculations.
   1. Commencement. Billing starts as soon as the Device is linked to HP Connected (“Activated”) and invoices will be issued in arrears based on the volume of Pages printed on the Device every calendar month (“Monthly Pages”).
   2. Monthly Billing.
      1. Each Device will be invoiced monthly in arrears based on volume of Monthly Pages.
      2. In any billing period during which the Monthly Pages are equal to or less than that included in the first Usage Plan i.e. the lowest tier, the first Usage Plan will be charged.
      3. When Monthly Pages exceed the number of Pages in the first Usage Plan, the Customer will be invoiced the Usage Plan that is next lower than the Monthly Pages, and each additional Page beyond what’s included in the Plan will be charged at the applicable cost-per-page (“CPP”) until the Tipping Point (as defined in the pricing schedule in the order).
      4. Any billing period during which the Device is non-reporting, the lowest Usage Plan will be charged, and when reporting resumes the following invoice will include all Pages printed while the Device was offline on HP Connected.
6. Subscription Term and Pricing.
   1. Start Date. The start date of the Subscription will be the date when the first Device in the Subscription is connected to HP Connected. All Devices in that Subscription will have the same Subscription end and renewal date.
   2. Activation. From the effective date of the order, Customer has 90 days to Activate all the Devices listed in the order. Devices not successfully Activated within the 90-day period will no longer be eligible for activation, and the Subscription shall be finalized with the Devices that are successfully Activated on HP Connected. Should none of the Devices listed in the order be successfully Activated within the 90 day period, the order will expire. If the Customer wants to add Devices not listed in the order, or Activate inactive Devices listed in the order for a Subscription that has expired, the Customer should contact Insight to initiate a new subscription.
   3. Initial Term. Each Subscription entails a commitment of 12 months from the start date of the Subscription (“Initial Term”).
   4. Automatic Renewal. Subject to the limitation in subsection (vi) below, each Subscription will automatically renew for Further Terms as defined below, unless proactively cancelled in accordance with Section 5.7. Each “Further Term” means a period of 12 months following the end of the previous Term, except in the following Countries or States which shall be a period of 1 month: Wisconsin, and New York State.
   5. Price at Renewal. At least 45 days prior to each date for renewal (“Renewal Date”), Insight may give notice of adjusted fees that will apply to the renewed Subscription for the Further Term. If no such notice is given, the same fees of the current term will continue.
   6. Renewal Limitation. Devices in the Subscription will be renewed on the then current MPS Subscription terms and conditions, provided the Devices are not less than eighteen (18) months from End of Service Life (which is a date published in the HP End of Service Life report released every six (6) months).
   7. Cancellation. Either Party may cancel any or all Devices in a Subscription at the end of the Initial Term or a subsequent renewal period, by providing at least 30 days’ notice prior to such date.
   8. Early Exit. Subject to the following, Customer may terminate a Subscription at any time, without cause. Customer shall pay (a) the invoice for the month in progress, plus (b) a cancellation fee. The cancellation fee will be calculated as follows: the number of remaining months, or part months, in the Subscription until the end of the then committed Subscription Term, multiplied by the cost of lowest Usage Plan. After notice of an Early Exit is effective, entitlement to Services and Supplies will immediately stop and all remaining Supplies shall be returned by the Customer to Insight as per Section 3(ii)(3). Failing to do so will result in an additional charge for the cost of the remaining Supplies. Customer’s payment of this cancellation fee under this Section 6(viii) is a genuine pre-estimate of the damages resulting from the Early Exit and not a penalty.
   9. Termination. Either party may terminate this Agreement on written notice if the other fails to meet any material obligation and fails to remedy the breach within a reasonable period after being notified in writing. If either party becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership or asset assignment, the other party may terminate this Agreement and cancel any unfulfilled obligations. Any terms in the Agreement which by their nature extend beyond termination or expiration of the Agreement will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.
7. Payment Terms.
   1. Credit Terms. Customer agrees to pay all invoiced amounts within thirty (30) days of Insight’s invoice date. Insight may suspend or cancel performance of open Orders or Services if Customer fails to make payments when due.
   2. Taxes. Prices are exclusive of taxes, duties, and fees (including installation, shipping, and handling) unless otherwise stated. If a withholding tax is required by law, please contact the Insight order representative to discuss appropriate procedures.
8. Performance.
   1. Services. All Services are performed using generally recognized commercial practices and standards. Customer agrees to provide prompt notice of any such Services concerns and Insight will re-perform any Services that fail to meet this standard.
   2. Exclusions. Insight’s Services commitments do not cover claims resulting from:
      1. improper use, site preparation, site or environmental conditions or other non-compliance with applicable requirements;
      2. modifications or improper system maintenance or calibration not performed or authorized by Insight;
      3. failure or functional limitations of any non-HP software or product impacting systems receiving Services;
      4. malware (e.g. virus, worm, etc.) not introduced by Insight; or
      5. abuse, negligence, accident, fire or water damage, electrical disturbances, transportation by Customer, or other causes beyond Insight’s control.
9. Software.
   1. HP Software. The following license terms apply to HP-branded software provided as part of the Services:
      1. Insight grants Customer a non-exclusive, non-transferable license to use one copy of the HP-branded version or release of software in the Order or as part of the Services for Customer’s internal purposes only.
      2. This license grant expires according to the termination provisions in this Agreement. However, Insight may terminate the license on written notice if Customer fails to comply with the terms of this Agreement.
      3. Customer may make one copy of the software for archival purposes, as long as Customer reproduces copyright notices on software and documentation.
      4. Customer may not modify, reverse engineer, disassemble, decrypt, decompile or make derivative works of such software.
   2. Other Software. For non-HP branded software, the third party’s license terms will govern its use.
   3. Software Performance. Product warranty terms, conditions, exceptions, exclusions and disclaimers are contained within the Product packaging, with HP quotes, on indicated web pages, or may be provided upon request. Neither Insight nor HP warrants that the operation of software products will be uninterrupted or error-free or that software products will operate in hardware and software combinations other than as authorized by Insight or HP in Supporting Material.
   4. Updates. Customer may order new software versions, releases or maintenance updates (“Updates”), if available, separately or through a software support agreement. Additional licenses or fees may apply for these Updates or for the use of the software in an upgraded environment. Updates are subject to the license terms in effect at the time that Insight makes them available to Customer.
   5. Intellectual Property Rights. No transfer of ownership of any intellectual property will occur under this Agreement. Customer grants Insight a non-exclusive, worldwide, royalty-free right and license to any intellectual property that is necessary for Insight and its designees to perform the ordered Services.
10. General.
    1. NO WARRANTY. INSIGHT EXPRESSLY DISCLAIMS ALL WARRANTIES IN RELATION TO THE SOFTWARE, SERVICES AND DEVICES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE TO THE EXTENT PERMITTED IN LAW.
    2. Subcontractors. It is acknowledged and agreement that Insight will subcontract part or all of the Services hereunder to an affiliate of HP, without the requirement for any further approvals. Insight and HP are authorized to use subcontractors for the provision of part of the work under this Agreement, using subcontractors engaged in the ordinary course of their business.
    3. Confidentiality. Information exchanged under this Agreement will be treated as confidential if identified as such at disclosure or if the circumstances of disclosure would reasonably indicate such treatment. Confidential information may only be used for the purpose of fulfilling obligations or exercising rights under this Agreement, and shared with employees, agents or contractors with a need to know such information to support that purpose. Confidential information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for 3 years from the date of receipt or (if longer) for such period as the information remains confidential. These obligations do not cover information that: i) was known or becomes known to the receiving party without obligation of confidentiality; ii) is independently developed by the receiving party; or iii) where disclosure is required by law or a governmental agency.
    4. Personal Data. Each party shall comply with their respective obligations under applicable data protection and privacy laws and regulations. To the extent that HP is processing any personal data to which it has access on behalf of Customer, HP’s Customer Data Processing Addendum shall apply. HP’s Customer Data Processing Addendum is available on www.hp.com/privacy or upon request.
    5. Global Trade Compliance. Products and Services provided under these terms are for Customer’s internal use and not for further commercialization. If Customer exports, imports or otherwise transfers products and/or deliverables provided under these terms, Customer will be responsible for complying with applicable laws and regulations and for obtaining any required export or import authorizations. Insight may suspend its performance under this Agreement to the extent required by laws applicable to either party.
    6. Limitation of Liability. Insight’s liability to Customer under this Agreement is limited to the amount payable by Customer to Insight under the SOW for the twelve (12) months preceding the breach. Neither party will be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages. This provision does not limit either party’s liability for: unauthorized use of intellectual property, death or bodily injury caused by their negligence; acts of fraud; willful repudiation of the Agreement; nor any liability which may not be excluded or limited by applicable law.
    7. Force Majeure. Neither party will be liable for performance delays or non-performance due to causes beyond its reasonable control, except for payment obligations.
    8. Dependencies. Customer will comply with the general obligations specified in this Agreement, together with any specific Customer obligations described in the Supporting Material in a timely manner. Customer acknowledges that Insight’s ability to deliver the Services is dependent upon Customer’s full and timely cooperation with Insight, as well as the accuracy and completeness of any information and data Customer provides to Insight.
    9. Assignment. Neither party may assign this Agreement in whole or part, without the prior written consent of the other.
    10. x. Hiring. Customer agrees not to solicit, offer to employ, or enter into consultant relationships with any Insight or HP employee involved in the performance of Services under this Agreement for one (1) year after the date he or she ceases to perform such Services. However, Customer may hire any such employee who responds to a general hiring program conducted in the ordinary course of business, and not specifically directed to such employees.
    11. Entire Agreement. This Agreement represents the entire understanding of the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to the Agreement will be made only through a written amendment signed by both parties.
    12. Governing Law. This Agreement will be governed by the substantive laws of the State of Arizona without giving effect to any conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

Appendix 1: Service Descriptions

Appendix 1 Table of Contents

1. Automated Toner and/or Ink Replenishment (“ATR”).................................................................................... 8
2. Support.................................................................................................................................................................. 10
3. Removal of confidential information................................................................................................................ 10
4. Service considerations......................................................................................................................................... 11
5. HP responsibilities................................................................................................................................................ 12
6. Partner responsibilities........................................................................................................................................ 12
7. HP ROAM for business......................................................................................................................................... 13
8. Fleet analytics........................................................................................................................................................ 13

1 Automated Toner and/or Ink Replenishment (“ATR”)

2 Support

3 Removal of confidential information

In the event that Customer requests that HP repair or replace a Device or upon termination of the Schedule, Customer shall have completed final data disposition of any confidential or proprietary Customer information, including Personally Identifiable Information (PII) and Protected Health Information (PHI), on such Device, e.g. encryption, overwriting or degaussing, prior to the repair and/or delivery of such Device to HP. Customer remains responsible for the protection and privacy of the data residing on such Device and HP is not responsible for any of Customer’s confidential or proprietary information contained in the Device which is delivered to HP.

4 Service considerations

4.1 Travel zones

Unless otherwise agreed in writing between the parties, all On-Site Response Times (calculated from the time Customer ticket is logged by HP following Customer call to the time HP arrives on Site to begin repair or to exchange the defective device) for applicable Support service levels apply only to Sites located mainland. For all other Sites in low density areas or islands, On-Site Response times may suffer variations.

4.2 Coverage Window

Remote and onsite Technical Support Services will be provided during HP’s normal business hours.

4.3 Customer Self-repair parts (CSR)

Certain parts are deemed replaceable by Customer without the need for HP to dispatch an onsite technician to perform parts replacement services. Definitions of CSR parts see A and B classified parts in link: http://partsurfer.hp.com and HP.com

4.4 Required DCA

All service levels related to repair are dependent on the device connecting online to HP Connected. Should remote access to the Devices or the virtual environment not be available to HP due to Customer network infrastructure issues, HP will continue to work to meet service levels, but HP will not be held responsible for missed service levels for any delays related to DCA connections issues.

4.5 Other

HP, at its discretion, may provide support services not associated with a Customer- initiated repair case to maintain Device operability and functionality.

In case of an on-site visit when end-user is not available or incorrect data is provided (device location, error description, ticket data) provided, and because of this HP is not able to solve the issue, Insight will bill Customer, pursuant to HP’s current rates.

HP will respond by the next business day following a logged support ticket logged on a business day before 3 pm local time to remotely determine if Customer’s Device issue is hardware related and requires spare parts or tools for repair. Support tickets logged after 3pm on a business day or outside a business day are deemed logged at the following business day. If applicable, hardware related issues will be resolved by Customer replacement of an identified part(s) classified as CSR(s). For all other HW issues, HP will dispatch an HP-authorized service technician onsite on the next business day after the remote diagnosis has been performed subject to: (i) if the problem cannot be resolved by a CSR or (ii) the problem cannot be resolved remotely or (iii) Customer has cooperated with HP for the remote diagnosis as set out below. Any Customer request for onsite service on non-hardware related problems where such remote diagnosis has not been performed, will be charged to the Customer separately according to the current time and materials rates. No service technician will be dispatched until remote diagnosis/resolution attempts have first been made. Where attempts have been made and the Customer has been reached but is unwilling to cooperate with remote diagnosis/resolution attempts then any site visit may become chargeable if the issue was found to be non-hardware related.

If a dispatched HP technician determines that the root cause of logged ticket is a non- hardware issue which is outside the scope of this service level, HP will repair the non- hardware issue and Insight will bill Customer for the cost of a technician visit will be charged to Customer at HP’s then current pricing on a time and materials basis. Customer hereby agrees to pay all such invoices. Customer may elect additional MPS to address non-hardware issues identified by Customer prior to a logged ticket and/or during remote diagnostics.

5 HP responsibilities

• Conduct remote diagnostics and complete remote resolution with customer’s representative for hardware related issues when technically possible. which may include CSRs where appropriate as determined by HP.
• If applicable, standardly ship CSRs that are new or equivalent to new in performance.
• If applicable to the issue to be resolved, HP may remotely install available engineering improvements and firmware updates to ensure proper operation of the Device, and to maintain compatibility with the CSRs or to maintain supportability by HP.
• Replaced parts and products become the property of HP and Customer is responsible of returning replaced parts back to HP. HP will provide details on process to be used by Customer for this purpose.
• Dispatch a service technician as described above.

6 Customer responsibilities

Customer must fulfil the following responsibilities:

• Resolve network connectivity issues, paper jams, toner adjustments, configuration settings reported by HP.
• Maintain firmware levels as recommended by HP
• Allow remote Device access via HP tools
• Execute self-repair with CSRs when applicable
• Have a Customer escort present when HP provides HP determined Onsite Support.
• Provide access to the Devices; including but not limited to removing any non-
• supported equipment prior to HP’s scheduled arrival. Devices to be unlocked.
• Implement temporary procedures or workarounds provided by HP while HP works on permanent solutions.
• Maintain a procedure to reconstruct lost or altered Customer files, data, or programs that are not dependent on the Devices
• Allow HP to modify the Devices to improve operation, supportability, security and reliability, or to meet legal requirements.
• Support and cooperate with HP's remote problem diagnosis and remediation efforts by: (i) providing all information necessary for HP to deliver timely and professional remote support and to enable HP to determine the level of support eligibility; (ii) Commencing self-tests and installing and running other diagnostic tools and programs; (iii) performing other reasonable activities, as requested by HP, to help HP identify or resolve problems; and (iv) Installing all Customer-installable firmware updates and patches, as well as CSRs and replacement units provided by HP. Failure to support HP in remote problem diagnosis and remediation could result the unnecessary dispatching of an engineering resource to Customer site by HP and should the fault then be determined to be non-hardware related; the Customer may incur charges.
• Decline resolution for non-hardware related issues in case the end customer wants to avoid additional event-based fees

7 HP ROAM for business

A subscription will be provided for HP Roam for Business, HP’s most robust pull print app. HP Roam for Business replaces printer-specific drivers and mobile apps, allowing users to print from any personal computer or mobile device and release these print jobs on any HP Roam for Business enabled printer in the office, on the road or at home. Print jobs can be held in the cloud, on the user’s client, or both, and is compatible with a range of authentication options, including card readers and QR codes.

It also offers basic print job tracking and can integrate with HP JetAdvantage Insights for even more analytics to help optimize Customer’s print environment.

Terms and conditions for the subscription to HP ROAM for Business are available on installation of App. A copy can be found at: https://www.roamprint.com/downloads/HP_Roam_SaaS_Agreement.html

8 Fleet analytics

HP will configure a suite of dynamic fleet report templates to be available on demand through the end-customer portal. Reports include but are not limited to: Total Usage, Daily Usage, Consumable Levels, Device Trend, Service visit history, Supply order history. Customer will generate reports through web-based interface.