Terms and Conditions of Use

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Terms and Conditions of Use

This website, including any subsite accessible through the homepage, (collectively, the "Site") is published and maintained by Canon Solutions America, Inc. (“Canon Solutions America”), a subsidiary of Canon U.S.A., Inc. ("Canon U.S.A."). Please note that when you enter any subsite accessible through the homepage, such subsite may have its own terms and conditions of use that are specific to such subsite. When you access, browse or use this Site you accept, without limitation or qualification, the terms and conditions ("Terms and Conditions") set forth below and any additional terms and conditions set forth in any subsite (See “Links” and “Other Agreements” below) . Canon Solutions America reserves the right to modify, change, alter or otherwise edit these Terms and Conditions at any time by updating this posting and such changes will become immediately effective upon such posting. Your continued use of the Site will bind you to such revisions and you should therefore periodically visit this page to review the current Terms and Conditions. If you do not agree to these Terms and Conditions, please do not use the Site. For your information, this page was last updated on August 18, 2014.

BY USING THE SERVICES OR REGISTERING WITH ONE OF OUR SUBSITES, YOU ARE AGREEING TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, TO THE TERMS OF USE, ANY OTHER AGREEMENTS AND MAY USE OUR SERVICES AS LONG AS YOU COMPLY WITH THE TERMS OF USE. THESE TERMS OF USE APPLY WHETHER YOU ARE ACCESSING THE SERVICES VIA A PERSONAL COMPUTER, A MOBILE DEVICE, OR ANY OTHER TECHNOLOGY OR DEVICE NOW KNOWN OR HEREAFTER DEVELOPED (EACH A “DEVICE”).

USE OF THE SITE:

 

This Site is only for your personal use. You agree not to use the Site: (a) in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law (each a "Law"); (b) to distribute, exchange, modify, sell, or transmit anything you copy from this Site, including but not limited to any text, images, audio or video, for any business, commercial or public purpose. to stalk, harass, or harm another individual; (d) to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; or (e) to interfere with or disrupt the Site or servers or networks connected to the Site. You further agree not to (x) use any data mining, robots, or similar data gathering or extraction methods in connection with the Site; or (y) attempt to gain unauthorized access to any portion of the Site or any other accounts, computer systems, or networks connected to the Site, whether through hacking, password mining, or any other means.

 

As long as you comply with these Terms and Conditions, Canon Solutions America grants you a non-exclusive, non-transferable, limited right to enter, display and use the Site.

TERMS OF PURCHASE AND SALE:

 

These Terms and Conditions of Use govern your access to and use of the Site. Additional terms and conditions may apply to your purchase of our products or services. You acknowledge and agree that your rights and responsibilities will be governed by such other terms and conditions as provided in the applicable purchase agreements. In the event there is a conflict between these Terms and Conditions of Use and the terms provided in an applicable purchase agreement for any product or service offered through the Site, the terms of such purchase agreement shall govern.

 

OWNERSHIP:

 

Copyright:

 

 

All materials on the Site, including but not limited to images, software, audio, text and video clips (the "Content"), are protected by copyright under U.S. copyright law, international conventions and other copyright laws. All Content is owned or licensed by Canon Solutions America or its parent company, Canon U.S.A. You cannot use the Content, except as specified herein. You may view and download the Content for your own personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained in the Content or on any copies of the Content. This permission terminates automatically if you breach any of the Terms and Conditions. Any unauthorized use of the Content may violate, without limitation, copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. You may not change the Content in any way or reproduce, publicly display, distribute or otherwise use the Content for any public or commercial purpose. Any use of the Content on any other web site or networked computer environment for any purpose is prohibited.

 

Trademarks:

 

Canon is a registered trademark of Canon Inc. in the United States and elsewhere. Trademarks for products and services of Canon Solutions America or Canon U.S.A., and trademarks, logos, and service marks and those trademarks, logos, and service marks licensed to Canon USA by Canon Inc. (collectively, the "Trademarks") displayed on the Site, including but not limited to the Canon logo, are registered and unregistered marks of Canon U.S.A. and Canon Inc., as the case may be. Oce is a registered trademark of Oce-Technologies B.V. in the United States and elsewhere. All other trademarks, trade names, product names, service marks and all other non-Canon U.S.A. or Oce marks are the property of their respective owners, and are hereby acknowledged. Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of Canon U.S.A. or such third party that may own other trademarks displayed on the Site. The absence of a product or service name or logo anywhere in the text of this Site does not constitute a waiver of any trademark of other intellectual property rights concerning that name or logo.

 

NOTICE OF COPYRIGHT INFRINGEMENT

 

If you believe in good faith that your copyrighted work has been reproduced on or linked from the Site without authorization in a way that constitutes copyright infringement, please provide Canon Solutions America, Inc.’s designated copyright agent with the following information:

 

  • Identification of the copyrighted work claimed to have been infringed;
  • Identification of the allegedly infringing material on the Site that is requested to be removed;
  • Your name, address and daytime telephone number, and an e-mail address if available, so that Canon Solutions America may contact you if necessary;
  • A statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
  • A statement that the information in the notification is accurate, and under penalty of per jury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed; and
  • An electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement.

Canon Solutions America’s copyright agent for notice of claims of infringement on the Site is:

By U.S. Mail:
Legal Division - Copyright Agent
Canon Solutions America, Inc.
One Canon Park
Melville, New York 11747

By Fax:
631-330-4470

By Email:
copyright_agent@csa.canon.com

This contact information is only for suspected copyright infringement. Contact information for other matters is provided elsewhere on the Site. Upon receipt of such a notice of claimed infringement (or any statement in conformance with 17 U.S.C. § 512(c)(3)), Canon Solutions America will act expeditiously to remove or disable access to any content that is claimed to be infringing upon the copyright of any person under the laws of the United States, and will terminate the Site privileges of those who repeatedly infringe on the copyright of others. United States law imposes substantial penalties for falsely submitting a notice of copyright infringement.

USE OF SOFTWARE:

 

Any software that is available on this Site ("Software") is the copyrighted work of Canon Solutions America or its parent company, Canon U.S.A. and/or its licensors. Copying or reproducing the Software to any other server or location for further reproduction or redistribution is strictly prohibited, unless such reproduction or redistribution is permitted by a license agreement accompanying such Software. You may not create derivative works of the Software, or attempt to decompile or reverse-engineer the Software unless otherwise permitted by law. Use of the Software is subject to the license terms of any license agreement that may accompany or is provided with the Software. You may not download any Software until you have read and accepted the terms of the accompanying software license.

 

WITHOUT LIMITING THE FOREGOING, THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF SEPARATE LICENSE AGREEMENT ACCOMPANYING THE SOFTWARE. EXCEPT AS WARRANTED IN SUCH LICENSE AGREEMENT, CANON U.S.A., ITS PARENT, SUBSIDIARY, AND AFFILIATE COMPANIES, AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

U.S. Government Restricted Rights: The Software available on the Site and accompanying documentation that is downloaded from this Server for or on behalf of the United States of America, its agencies and/or instrumentalities are provided with Restricted Rights. You agree to meet all requirements necessary to ensure that the Federal Government will honor such rights. Disclosure, use or reproduction of the Software and accompanying documentation are subject to restrictions set forth at [Federal Acquisition Regulation 52.227-14, when applicable, or in the Department of Defense Federal Acquisitions Regulations Supplement 252.227-7013.]

Software from this Site is further subject to United States Export Controls. No software from this Site may be downloaded or exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nationals or using the Commerce Department's Table of Deny Orders. By downloading any Software, you represent and warrant that you are not located in, or under the control of, or a national or resident of any such country or on any such list.

Other agreements; software, solutions or access

Canon Solutions America may provide products (such as hardware or software), services and solutions, including our cloud solutions, or access to subsites of the Services under Other Agreements. Canon Solutions America’s obligations with respect to any product, solution, or access that it makes available to you under any Other Agreement shall be governed solely by the Other Agreements, under which such product or service is provided and these Terms shall not be deemed or construed to alter the terms of such Other Agreements.

Communications and Submissions:

 

User Communications:

 

 

Other than Personally Identifiable Information, which is defined and covered in the Canon Solutions America Privacy Statement, any material, information or other communication you send or post to this Site will be considered non-confidential and non-proprietary ("Communication"). Canon Solutions America will have no obligations with respect to the Communications. Canon Solutions America and its designees have the right to edit, alter, broadcast, post, publish, copy, disclose, distribute, incorporate and otherwise use the Communication and images, sounds, text, and other things embodied therein for any and all commercial purposes throughout the world in any medium. Furthermore, Canon Solutions America is free to use, without any compensation to you whatsoever, any concepts, ideas, know-how or techniques contained in any Communication for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products using such information. However, you agree that Canon Solutions America has no obligation to use any idea or material contained in a Communication and you have no right to compel such use.

 

You agree that none of your Communications will include material that:

  • is unlawful, threatening, libelous, defamatory, indecent, obscene, pornographic, or that may violate any law;
  • could interfere with anyone else's use of the Services;
  • encourages or incites anyone to break the law;
  • violates the rights of any party, including copyrights and other property right and rights of privacy, or that includes personal or sensitive information regarding yourself or another person;
  • contains a virus or any other harmful or potentially harmful component; or
  • contains false or misleading statements of fact or descriptions of the origin of the material or the communication.

Internet transmissions are never completely private or secure. You understand that any Communication that you send to this Site may be read or intercepted by others unless there is a special notice that a particular message (for example, credit card information) is encrypted. Sending a Communication to Canon Solutions America does not cause Canon Solutions America to have any special responsibility to you.

Mobile Applications:

 

If Canon Solutions America offers products and services through applications available on your wireless or other mobile Device (such as a mobile phone) (the "Mobile Application Services"), these Mobile Application Services are governed by the applicable additional terms governing such Mobile Application Service. We do not charge for these Mobile Application Services unless otherwise provided in the applicable additional terms. However, your wireless carrier's standard messaging rates and other messaging, data and other rates and charges will apply to certain Mobile Application Services. You should check with your carrier to find out what plans your carrier offers and how much the plans cost. In addition, the use or availability of certain Mobile Application Services may be prohibited or restricted by your wireless carrier, and not all Mobile Application Services may work with all wireless carriers or Devices. Therefore, you should check with your wireless carrier to find out if the Mobile Application Services are available for your wireless Device, and what restrictions, if any, may be applicable to your use of such Mobile Application Services. If you change or deactivate your wireless telephone number, you agree to promptly update your Mobile Application Services account information within 48 hours to ensure that your messages are not sent to the person that subsequently acquires your old number.

 

Under no circumstances will Canon Solutions America be responsible for any wireless email, data or other charges incurred by a user (or any person that has access to a user's wireless Device, telephone number, or email address) using any Mobile Application Services.

User Submissions:

 

Under no circumstances will Canon Solutions America be responsible for any wireless email, data or other charges incurred by a user (or any person that has access to a user's wireless Device, telephone number, or email address) using any Mobile Application Services.

 

LINKS:

 

You may be required to agree to Other Agreements and user codes of conduct in order to access certain portions of the Services, which are known as "subsites." If you attempt to access a subsite that requires you to enter into such a supplemental agreement, the controller of that subsite will advise you and provide you with an opportunity to review the Other Agreement and agree to it before accessing the subsite or using such subsite’s services. Both these Terms of Use and the Other Agreements will govern your use of the subsite. In the event of any inconsistency between these Terms of Use and the Other Agreements, the Other Agreements will control, except that nothing in the Other Agreements may limit (a) Canon U.S.A.’s disclaimer of warranties, (b) your agreement to indemnify Canon U.S.A., or (c) the licenses you grant to Canon U.S.A. or other intellectual property.

 

This Site may contain links to other Internet sites on the World Wide Web. Canon Solutions America provides such links for your convenience only, and is not responsible for the content of any site linked to or from this Site. Links from this Site to any other site do not mean that Canon Solutions America approves, or endorses or recommends that site, nor does it mean that Canon can exert any control over the privacy of your data at such sites. Canon Solutions America disclaims all warranties, express or implied, as to the accuracy, legality, reliability or validity of any content on any other site. Viewing of all other sites is at your own risk.

CONTESTS AND OTHER PROMOTIONS:

 

This Site may contain contests or other promotions ("Promotions") that offer prizes or require you to send in material or information about yourself. Each Promotion has its own rules, which you must read and agree to before you may enter. Please also see the Canon U.S.A. Privacy Statement at www.usa.canon.com for further information concerning contests administered by Canon U.S.A., its parent, subsidiaries or affiliates.

 

RULES FOR KIDS

 

This site is not directed to children under 13 and we do not knowingly collect information from children under 13 without complying with applicable law.

 

AVAILABILITY OF PRODUCTS AND SERVICES:

The products and services displayed on this Site are intended for sale in the United States only may not be available for purchase in your particular country or locality. The reference to such products and services in the Site does not imply or warrant that these products or services will be available at any time in your particular location.

SITE INFORMATION REGARDING CANON SOLUTIONS AMERICA PRODUCTS AND SERVICES, INCLUDING THEIR AVAILABILITY, APPEARANCE, AND SPECIFICATIONS IS SUBJECT TO CHANGE WITHOUT NOTICE. SUCH INFORMATION WILL NOT CONSTITUTE A REPRESENTATION, WARRANTY OR OTHER COMMITMENT BY CANON SOLUTIONS AMERICA WITH RESPECT TO ANY PRODUCT OR SERVICE, AND CANON SOLUTIONS AMERICA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY SUITABILITY FOR ANY PURPOSE OR COMPLETENESS THEREOF.

DISCLAIMER:

 

YOUR USE AND BROWSING OF THE SITE IS AT YOUR RISK. THIS SITE (INCLUDING ALL CONTENT AND FUCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH THIS SITE) IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WITH REGARD TO THE CONTENT ON THIS SITE, CANON SOLUTIONS AMERICA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (1) FOR THE ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY CONTENT PUBLISHED ON OR AVAILABLE THROUGH THE SITE, (2) THAT THE SERVER THAT MAKES THIS SITE AVAILABLE IS FREE OF VIRUSES OR OTHER COMPONENTS THAT MAY INFECT, HARM OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY WHEN YOU ACCESS, BROWSE, DOWNLOAD FROM OR OTHERWISE USE THE SITE.

 

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO CANON SOLUTIONS AMERICA’S NEGLIGENCE, WILL CANON SOLUTIONS AMERICA, CANON USA, OR ANY OTHER PARTY INVOLVED IN CREATING, HOSTING OR DELIVERING THE SITE (“CANON PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE SITE, EVEN IF ANY CANON PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES. CANON SOLUTIONS AMERICA ALSO ASSUMES NO RESPONSIBILITY, AND WILL NOT BE LIABLE FOR ANY DAMAGE TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY, OR FOR ANY LOSS OR CORRUPTION OF DATA ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE, OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE. IN NO EVENT WILL ANY OF THE CANON PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER IN EXCESS OF THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF REVENUES, LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES), ARISING OUT OF OR IN CONNECTION WITH THE SITE (INCLUDING, WITHOUT LIMITATION, USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE), WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY AND EVEN IF ANY CANON PARTY HAS BEEN ADVISED (OR SHOULD HAVE KNOWN) OF THE POSSIBILITY OF SUCH DAMAGES

INDEMNIFICATION:

 

You agree to indemnify, defend and hold Canon Solutions America and all of its agents, directors, employees, information providers, licensors and licensees, officers and parent, (collectively "Indemnified Parties") harmless from and against any and all liability and costs (including, without limitation attorneys' fees and costs), incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms and Conditions of the foregoing representations, warranties and covenants. You will cooperate as fully as reasonably required on Canon Solutions America’s defense of any such claim. Canon Solutions America reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you will not in any event settle any matter without the written consent of Canon Solutions America.

 

APPLICABLE LAWS/JURISDICTION:

 

This Site is administered by Canon Solutions America, Inc. from its parent company office in Melville, New York, United States of America. Access to the Site from territories where its contents are illegal or restricted is prohibited. If you choose to access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with applicable laws. You agree to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with your use of the Site and to not, in violation of any laws, transfer, or authorize the transfer, of any Content to a prohibited country or otherwise in violation of any laws. These Terms and Conditions are governed and interpreted under the laws of the State of New York, United States of America, without giving any effect to principles of conflicts of law. You agree that any claim or dispute against Canon Solutions America arising out of or relating to the use of this Site must be resolved by a court located in the state of New York, county of Suffolk, unless otherwise agreed upon by all parties. Any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, regardless of any statute or law to the contrary. In the event any such claim or cause of action is not filed within such one (1) year period, such claim or cause of action shall be forever barred.

 

Electronic communications

 

When you visit the Site, participate in a chat session, submit forms or send e-mails to us, you are communicating with Canon Solutions America electronically. We may respond to you by e-mail or by posting notices on the Site. You agree that all such notices, disclosures, and other communications that Canon Solutions America provides to you electronically satisfy any legal requirement that such communications be in writing.

 

TERMINATION

 

Canon Solutions America may terminate this agreement and/or suspend or terminate your access to the Site for any reason at any time without notice to you. If you wish to discontinue your access to the Site and cancel any account that you have been issued, please refer to the supplemental terms of that particular subsite or service.

 

Otherwise applicable sections of the Terms of Use shall survive any termination of your account or this agreement. In particular, because the licenses you grant to us in your Communications are perpetual, these licenses survive any termination of this agreement.

GENERAL PROVISIONS:

 

These Terms and Conditions and those found in the Online Privacy Statement set forth the entire understanding and agreement between you and Canon Solutions America with respect to the Site. You acknowledge that any other agreements between you and Canon Solutions America with respect to the Site are superseded and of no force or effect. If any provision of these Terms and Conditions shall be unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions. The failure of Canon Solutions America to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

 


The following terms and conditions of purchase (“Terms and Conditions”) and any terms in other documents specifically incorporated herein by reference (collectively with the Terms and Conditions, the “Agreement”), are the entire and exclusive agreement between Canon Solutions America, Inc. (“Company”) and Supplier concerning the Products and/or Services provided or to be provided by Supplier under a Purchase Order, except to the extent the sale and purchase of the Products and/or Services are governed by a separate written agreement executed by Company and Supplier. Except as set forth in the preceding sentence, all prior and/or contemporaneous negotiations and agreements, oral or written, concerning the Products and Services are superseded by this Agreement. No course of prior dealings between the parties, usage of trade or acquiescence in any course of performance hereunder will be relevant to supplement or explain any term used in this Agreement. Company is not bound by and hereby expressly rejects Supplier’s general conditions of sale and any terms or provisions on any proposal, quotation, price list, acknowledgment, invoice, packing slip or the like used by Supplier. If Supplier does not reject these Terms and Conditions in writing, within ten (10) days of first receipt, such Terms and Conditions and this Agreement shall be deemed accepted by Supplier. After Supplier’s acceptance of a Purchase Order referencing or incorporating these Terms and Conditions, this Agreement will continue to govern the Products and Services under all subsequent Purchase Orders placed by Company which expressly reference these Terms and Conditions unless otherwise specified or agreed to, in writing, by Company. If there are any conflicts between the terms of this Agreement and the terms of a Purchase Order, the terms of this Agreement shall control. Capitalized terms used in these Terms and Conditions, and not otherwise defined, are defined in Section 24 (Definitions) below.

1. Ordering, Price and Payment Terms. Supplier will not deliver any Products to, or perform any Services for, Company, or incur any expenses related thereto, unless Supplier has received a Purchase Order from Company. Subject to this Agreement, Company will pay the price in the Purchase Order for each type and quantity of the Products and/or Services. Supplier warrants that such prices will not exceed the lowest prices charged by Supplier to similarly situated customers for similar quantities of Products and/or Services of like kind and quality. Supplier will invoice Company for the Products and/or Services no later than thirty (30) days after the date that Supplier ships the Products to Company and/or completes the Services for Company, as applicable, and Supplier hereby agrees to waive payment of any invoice submitted later than ninety (90) days after such shipment and/or completion, as applicable. Each invoice will contain, at a minimum: (i) the Company Purchase Order number, (ii) a description of the Products and/or Services delivered and/or performed, including serial numbers as applicable, (iii) quantity and unit price(s), (iv) Supplier’s name and invoice date, (v) name (where applicable), title, phone number, and complete mailing address and remit address of responsible person at Supplier, (vi) wire transfer or ACH instructions (if applicable), and (vii) such other documentation or information as Company may request from time to time. Each invoice shall be submitted as directed by Company in the Purchase Order. Nothing in this Agreement obligates Company to purchase any minimum amount of Products and/or Services from Supplier.

Subject to the terms of this Agreement, valid and undisputed invoices are due and payable within thirty (30) days after Company’s receipt. Company will be entitled to any prompt payment discounts agreed upon for any invoice paid within such thirty (30) days. Payment will not constitute acceptance of Products and/or Services, or impair Company’s right to inspect. If Supplier fails to fulfill any of Supplier’s obligations under this Agreement, Company may suspend or withhold payment to Supplier. The purchase price of the Products and/or Services is subject to set-off against any credits, refunds or claims of any kind claimed or asserted by Company related to any Purchase Order or agreement. Except for taxes pursuant to Section 2 (Taxes) below herein, charges not previously agreed upon will not be payable by Company.

2. Taxes. Company shall pay or reimburse Supplier for sales, use, excise or similar transaction taxes imposed on the sale of Products and/or Services to Company under this Agreement, to the extent such taxes are statutorily imposed on Company. In lieu thereof, and if applicable, Company will provide Supplier with a tax exemption number or, at Supplier's request, a tax exemption certificate acceptable to the taxing authority. Company shall not pay or reimburse Supplier for any taxes imposed on Supplier's income, capital, net worth or property, nor any employment related taxes on Supplier or Supplier Personnel. Any taxes to be paid by Company will be separately stated on Supplier's invoice, with identification of the type of tax, the applicable tax rate, the amount of tax charged and the taxing authorities, and shall be in a form that meets local tax requirements to ensure deductibility and tax recovery. If Supplier receives a refund of any taxes included in a Purchase Order, or otherwise collected from Company by Supplier, Supplier shall promptly pay Company the amount of the refund, including any interest.

3. Packaging of Products. Supplier, at Supplier’s expense, will package and prepare the Products for shipment to Company in accordance with sound commercial practices. Supplier will enclose with each shipment a complete packing list, including Company's Purchase Order number and the part number, quantity shipped and the remaining quantity to be shipped, if applicable. Supplier will mark the containers or packages with country of origin, necessary lifting, loading, special handling (including without limitation for items that are fragile or require temperature control) and shipping information, Company's Purchase Order number and the part number, dates of shipment and names and addresses of consignor and consignee, if applicable. The Bill of Lading number and weight of shipment will be shown for shipment on all Bills of Lading. Supplier shall be responsible for any loss or damage due to Supplier’s failure to package and prepare the Products in accordance with this Section 3. Company shall not be required to assert any claims for such loss or damage against the common carrier involved.

4. Delivery. Supplier will deliver the Products to Company, F.O.B. destination, as designated by Company (unless otherwise specified in a specific Purchase Order, which shall only apply to such Purchase Order), in one (1) or more installments by the due date specified in the Purchase Order.

5. Variation in Quantity. Except as approved in writing by Company, if Supplier delivers fewer or more Products than Company orders, or if the Products are delivered by Supplier to Company more than five (5) business days after any delivery date specified in the Purchase Order, those Products need not be accepted by Company. Accordingly, Company may receive, hold and return such Products to Supplier at Supplier's sole risk and expense. If Company accepts Products delivered more than five (5) business days prior to any delivery date specified in the Purchase Order, the time period for payment and discounts will not commence for those Products until the later of Company's receipt of Supplier's invoice for such Products or the specified delivery date.

6. Inspection and Acceptance. Company may, but need not, inspect the Products within ninety (90) days after actual receipt. Acceptance of the Products is based on Company's standard test procedures for such Products. Rejected Products may, at Company's option, either be returned or held for Supplier's instructions. Inspection, reshipment and return costs incurred with respect to such rejected Products will be borne by Supplier. Unless Company directs, Supplier will not replace returned Products.

Company will have ninety (90) days from completion of the Services to either (i) notify Supplier in writing of Company’s acceptance of the completed Services, or (ii) notify Supplier in writing specifying Company’s rejection of the completed Services and Company’s reasons therefor. At Company’s option, Supplier will promptly rectify the rejected Services.

Notwithstanding the foregoing, any acceptance of Products and/or Services is subject to compliance of the Products and/or Services with the terms of this Agreement, including, without limitation, compliance with Section 7 (Warranties) below.

7. Warranties. Supplier expressly represents and warrants to Company as follows:

(a) For a period of one (1) year from Company’s receipt of the Products, unless another period is specified in a specific Purchase Order (which such period shall apply only to such Purchase Order), each unit of the Products will (i) be in good working order, free from defects in design, materials, construction and workmanship, (ii) conform with the descriptions and specifications for that Product; and (iii) be merchantable and fit for the purposes expressed in or reasonably inferable from the specifications or other descriptions of the Products, which are referred to and incorporated herein by reference. At Company's option, Supplier will, at Supplier’s sole expense, repair, replace or refund the purchase price paid by Company for any Product that does not conform to this warranty.

(b) Supplier shall perform the Services with due skill and care in a professional manner, using the proper materials and employing sufficiently qualified staff. Supplier shall be fully liable for any and all third parties with which Supplier has contracted in connection with the Services. The Services, and all Deliverables furnished in connection with the Services, will be of good quality and free from defects in materials and workmanship for a period ending one (1) year from the date of acceptance, unless another period is specified in a specific Purchase Order (which such period shall apply only to such Purchase Order). At Company’s option, Supplier will, at Supplier’s sole expense, correct all Services performed by Supplier, and replace all Deliverables furnished by Supplier, which are found to be defective in materials or workmanship, including all necessary removal, replacement or repair of any portion of Services and/or Deliverables which may be damaged during the removal, replacement or repair.

(c) The Products, Services and Deliverables will be free from any and all security interests or other liens and encumbrances, restrictions, settlements, judgments or adverse claims.

(d) The Products will comply with, and be manufactured, assembled, packaged, transported, priced, advertised, branded, invoiced, sold and labeled in compliance with, all Applicable Law, and all information regarding the Products provided by or on behalf of Supplier to Company, including all weights, measures, sizes, legends or descriptions printed, stamped, attached or otherwise indicated with regard to the Products, will be true and correct.

(e) The Products will be genuine and are not counterfeit, adulterated, misbranded or falsely labeled.

(f) The Products and Services will be provided with, and be accompanied by all information and instructions necessary for proper and safe use. Where applicable, Supplier will provide Company with a current, complete and accurate Material Safety Data Sheet (MSDS), or similar applicable product safety sheet, for the Products.

(g) Supplier and the Services are in compliance with, and will continue to comply with (and Supplier requires its Subcontractors and any person under Supplier’s control to comply with) all Applicable Law. Supplier has adopted and implemented appropriate and effective policies to ensure compliance with Applicable Law.

(h) If providing the Products or Services involves the use, handling, maintaining, removal, transport, disposal of, or other action related to, hazardous materials, Supplier will be responsible for such actions. Supplier will manage and dispose of any and all hazardous materials in a safe and workmanlike manner, consistent with accepted industry standards and practices and, in accordance with Applicable Law. Supplier will be responsible for the provision, maintenance, and updating of, any permits or licenses required and related to hazardous materials.

(i) Supplier has, or will obtain, all the rights and licenses in the Products necessary to allow Company to use, market, license and/or resell such Products without restriction or additional charge. All required licenses in relation to the Products are, and shall remain, valid and in place, the scope of such licenses shall properly cover the intended use of the Products, and all such licenses shall include the right to transfer and the right to grant sublicenses. The Products and Services do not violate or infringe any third party's copyright, patent, trade name, trade secret or other intellectual property right and there are no claims or suits threatened, pending or contemplated against Supplier, or to the knowledge of Supplier (if the Supplier is not the manufacturer of the Products), against the manufacturer of any Product for infringement of any copyright, patent, trade name, trade secret or other intellectual property right occurring anywhere throughout the world and relating to the Products.

(j) If any Products are the subject of a Recall, Supplier shall be responsible for all matters and costs associated with the Recall, including, but not limited to: (a) consumer notification and contact; (ii) all expenses and losses incurred by Company in connection with such Recall (and where applicable, any products with which the Recalled Products have been packaged, consolidated or commingled), including but not limited to refunds to customers, lost profits, transportation costs, the cost to Company of Company’s associates’ time, system expenses in processing any Recall, and all other costs associated therewith; and (iii) initial contact and reporting of the Recall to any government agency having jurisdiction over the Recalled Products. Supplier shall promptly, and in no event later than twenty-four (24) hours after Supplier’s decision to initiate a Recall or Supplier’s receipt of a Recall notice from a government entity, inform Company of the Recall. Supplier shall promptly inform Company of Supplier becoming aware of any defect in the Products that could reasonably be expected to cause damage, illness, injury or death to humans, animals, or property, or the noncompliance of the Products with any Applicable Law, whether imposed by a government entity or by Company. If a government agency initiates any inquiry or investigation related to the Products or similar or related products of Supplier, Supplier shall notify Company immediately thereof (providing the purchase order number and sufficient detail) and take reasonable steps to resolve the matter without exposing Company to any liability or risk.

(k) Supplier shall fully cooperate in a timely manner, with any requests from Company for information, including without limitation in the form of surveys, forms or certifications, in connection with Applicable Law, audits, company policies, procedures or guidelines. Supplier represents, warrants and agrees that all information provided to Company in connection with such requests shall be accurate and complete, and that any changes affecting such information shall be promptly reported to Company in sufficient detail. Supplier shall not make any false or misleading representations in connection with any Company transaction including, but not limited to, oral misrepresentations of fact, the promotion or utilization of false documentation such as non-genuine customer purchase orders, fraudulent or forged documents, forged letters of destruction and/or other false or inaccurate records.

8. Indemnity. Supplier will defend, indemnify and hold harmless the Canon Indemnified Parties from and against any and all Claims incurred by, or asserted against, any of the Canon Indemnified Parties on account of, or arising out of (a) any breach or alleged breach of any representation or warranty herein or breach of any confidentiality obligations herein, (b) bodily injury, death or property loss or damage arising out of an act or omission of Supplier or Supplier Personnel, (c) any claim, demand or action instituted by Supplier or Supplier Personnel under workers’ compensation or similar laws or regulations, or (d) the sale, distribution or use of Products and/or Services purchased from Supplier. Supplier shall promptly notify Company of the assertion, filing or service of any Claim that is or may be covered by this indemnity and immediately take such action as may be necessary or appropriate to protect the interests of the Canon Indemnified Parties. In the event Company receives written notice of any such Claim against the Canon Indemnified Parties, Company shall promptly notify Supplier of such Claim. If Supplier assumes defense of such Claim without reservation of rights, Company shall provide Supplier with the authority, reasonably available information and reasonable cooperation (at Supplier’s expense) necessary to defend. Should Supplier not diligently pursue resolution of such Claim or fail to provide Company with reasonable assurance that Supplier will diligently pursue resolution, then Company may, without limiting Company’s other rights and remedies, defend the Claim and collect all costs of doing so from Supplier. Any settlement or compromise Supplier desires to enter into will be subject to Company’s prior written approval. Company and any other Canon Indemnified Party may, in its or their sole discretion, participate in the defense of such Claim. In the event of a claim of infringement of a third party's copyright, patent, trade name, trade secret or other intellectual property right, Supplier's obligation, at Supplier’s sole expense, will be to either (at Company’s option) (i) obtain a license for the applicable Canon Indemnified Parties to continue the use of or the sale of the infringing Product or Service; or (ii) modify or replace the infringing Product or Service with a non-infringing Product or Service which conforms to the specifications for the infringing Product or Service; or (iii) if neither (i) nor (ii) is practicable, promptly refund the purchase price paid by Company for such infringing Product or Service. Notwithstanding the preceding sentence, nothing contained in this Section 8 shall relieve Supplier of its obligation to defend and/or indemnify the Canon Indemnified Parties in connection with any Claim of infringement.

9. Time is of the Essence to this Agreement. All Products will be furnished and all Services rendered by the time or times specified by Company. In the event that Supplier anticipates any difficulty in complying with any deadlines for delivery, or with respect to any of its other obligations under this Agreement, Supplier shall promptly notify Company in writing.

10. Relationship of the Parties. Supplier shall at all times be an independent contractor and shall retain control over Supplier Personnel. Nothing in this Agreement shall make, or be deemed to create, a partnership, agency, legal representative, joint venture or landlord-tenant relationship for any purpose whatsoever, nor does this Agreement give either party any authority to represent, or incur any liabilities or obligations on behalf of, or in the name of, the other.

11. Assignment; Subcontractors. This Agreement may not be assigned by Supplier without the prior written consent of Company. Supplier acknowledges and agrees that Supplier will not subcontract any part of the delivery of the Products, or subcontract the performance of any Services, to any third party without the prior written consent of Company. Supplier agrees that (a) there will be no interruption in the supply of Products, or the performance of Services, as a result of use of a Subcontractor, (b) Supplier shall be fully responsible to Company for the performance of Supplier Personnel, without limiting a Subcontractor’s or any such other party’s responsibility, (c) Supplier will not cause or permit any lien to be placed on any property of Company, Company’s customers, or Supplier, which is the subject of this Agreement, and (d) Supplier shall impose on its Subcontractors the same obligations imposed on Supplier under this Agreement, including without limitation, with obligations relating to compliance with Applicable Law, confidentiality, indemnification and insurance.

12. Notices. All notices hereunder shall be in writing and shall be deemed to have been given upon personal delivery, five (5) days after being mailed by registered or certified mail, return receipt requested, or one (1) business day after being sent by nationally- recognized and traceable overnight courier. Unless otherwise specifically provided for herein, or notified otherwise by the recipient, notices must be addressed (i) as to Company, to: Canon Solutions America, Inc., One Canon Park, Melville, NY 11747, Attn: General Affairs, with a copy to Canon Solutions America, Inc., One Canon Park, Melville, NY 11747, Attn: Legal Department and (ii) as to Supplier, to Supplier’s last address known to Company.

13. Insurance Requirements. Supplier is responsible for obtaining, and maintaining in force, adequate insurance covering (i) the Products while being transported to Company and until risk of loss has passed to Company, and (ii) the Services to be performed and Supplier’s other contractual obligations under this Agreement, which such insurance shall cover all Supplier Subcontractors and which such insurance shall meet or exceed the requirements set forth on Attachment 1 hereto, which are incorporated herein by reference. The requirements set forth herein and on Attachment 1 are minimum requirements, and Company (in Company’s sole discretion) may specify greater or additional requirements. Supplier will provide a Certificate of Insurance and endorsements, that meet or exceed the requirements set forth on Attachment 1 hereto, to Company (i) in the case of Products, no later than the date upon which Supplier places the Products in the possession of a carrier for transportation to Company (ii) in the case of Services, no later than the date Supplier commences performance of Services under this Agreement. Title to, and risk of loss of, the Products will pass to Company upon Company’s actual receipt; provided, however, that if the Products, or tender of delivery of the Products, so fails to conform with this Agreement so as to give Company a right of rejection, or if Company rightfully revokes its acceptance, risk of loss of and title to the Products will be deemed to remain with Supplier.

14. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws rules. Supplier (i) agrees that any litigation, action or proceeding relating to this Agreement must be instituted in any state or federal court in Suffolk County, New York and (ii) waives any objection that Supplier might have with respect to jurisdiction, venue or forum. Nothing in this Section will affect Company’s right to serve process in any other manner permitted by law or to proceed against Supplier in any other court in which Supplier is subject to suit. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

15. Severability. If any term or provision of this Agreement is held invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining terms and provisions will not be affected or impaired.

16. Headings. The headings and titles of the provisions of this Agreement are inserted for convenience only and will not affect the construction or interpretation of any provision.

17. Cancellation. A Purchase Order may be cancelled, in whole or in part, by Company (i) in the case of Products, at no charge, upon notice to Supplier at least thirty (30) days prior to the scheduled delivery date of the Products specified in the Purchase Order, (ii) in the case of Services, upon ten (10) days prior written notice to Supplier, (iii) upon notice to Supplier if the Products or Services are not delivered on or before the delivery date specified by Company in the Purchase Order, (iv) upon notice to Supplier if Supplier fails to comply with any Applicable Law, or if Company reasonably believes that Supplier has failed to do so, or (v) if Supplier fails to procure and maintain the insurance required by this Agreement. Any Products delivered to Company pursuant to such cancelled Purchase Order may be received, held and returned to Supplier at Supplier's risk and expense. If Company agrees to accept deliveries after the specified delivery date, Company may direct Supplier to make shipment to the destination designated by Company by the most expeditious means available at Supplier's sole expense. Upon receipt of a cancellation notice from Company, Supplier will immediately stop all work on Services related to the applicable Purchase Order (unless Company directs Supplier to continue work until a specified date), and Company will have no further liability to Supplier other than to pay Supplier the pro rata amount of the amount set forth on the Purchase Order for Services completed on or prior to the cancellation date, and accepted by Company. Notwithstanding any expiration, termination or cancellation of this Agreement or any Purchase Order, Company shall have the right to continue to use the Products and Deliverables supplied by Supplier prior to the cancellation date.

18. Changes. Company may make changes within the general scope of this Agreement upon notice to Supplier. Supplier will notify Company within five (5) days after receipt of such notice if the change will affect the delivery schedule or price. Company is not responsible for additional charge(s) unless authorized in advance by Company in writing.

19. Modification of Agreement. This Agreement may not be altered, modified, suspended or amended, and no additional or different terms will become a part hereof, nor may this Agreement be rescinded, except pursuant to a writing specifically referencing this Agreement and signed by an authorized signatory of the party against whom enforcement is sought.

20. Equal Employment Opportunity and Affirmative Action. Supplier agrees that, as applicable, it and its subcontractors will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. Seller also agrees that, as applicable, it and its subcontractors will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), as well as any and all applicable federal, state and local government equal employment opportunity and affirmative action laws, including any and all applicable statutes, rules, regulations, ordinances and other guidelines.

21. Canon Trademarks. Canon Trademarks are and shall remain Company’s sole and exclusive property, or the sole and exclusive property of the applicable Canon Entity, as applicable. Supplier acknowledges that Supplier has not been granted and has not acquired, and agrees that Supplier shall not be granted or acquire, any right, title or interest in any of the Canon Trademarks. Any and all goodwill and rights under trademark and copyright law, and all other intellectual property rights, that arise in connection with the Canon Trademarks as a result of this Agreement or otherwise, shall inure to the sole and exclusive benefit of Company or, as the case may be, the applicable Canon Entity. Supplier may reproduce and use the Canon Trademarks solely as specified by Company, in writing, and as necessary to carry out Supplier’s obligations under this Agreement. Supplier shall reproduce the Canon Trademarks (including without limitation any Drawings) exactly as supplied hereunder, although size may be adjusted as appropriate. Supplier may not authorize, license, reproduce, loan or permit any exhibition, access to or other exploitation of the Canon Trademarks, other than as expressly authorized herein, without the prior written consent of Company, and Supplier shall strictly safeguard all Drawings in order to comply with the foregoing. Company makes no representations or warranties other than that Company has sufficient rights in the Canon Trademarks to authorize Supplier to reproduce and use them as permitted herein. Unless otherwise requested by Company, Supplier shall immediately return to Company, destroy or delete, the Drawings and provide a certificate of destruction, if applicable.

22. Confidential Information.

(a) Supplier acknowledges that, in connection with Supplier’s activities under this Agreement, Supplier may have access to Confidential Information. All Confidential Information constitutes valuable and unique assets of Company’s business. Supplier shall protect, and will insure Supplier Personnel protect, Confidential Information to prevent the unauthorized use, dissemination, disclosure or publication of Confidential Information. Supplier may disclose Confidential Information only to those Supplier Personnel who have a need to know and who are under an obligation of confidentiality at least as restrictive as that contained herein. Supplier will ensure that each such recipient of Confidential Information will be advised of the Supplier’s confidentiality obligations under this Agreement. Supplier agrees that Supplier will not disclose, and will ensure Supplier Personnel do not disclose, any Confidential Information or furnish copies of any written materials relating to the Confidential Information to any other person, firm or entity. If the disclosure of Confidential Information is required by law, Supplier will provide Company with prompt notice of such requirement prior to disclosure so that Company has an opportunity to seek an appropriate protective order or procedure if Company elects to do so. Confidential Information received may be used only to fulfill the purposes of this Agreement. Supplier further agrees that Supplier will not use the Confidential Information for its own benefit or for the benefit of any other firm or business with which Supplier may be associated. Immediately following expiration, cancellation or termination of this Agreement for any reason whatsoever, or upon Company’s request, Supplier shall return to Company and/or destroy all Confidential Information in Supplier’s possession or under Supplier’s control, and any and all copies thereof, in any medium (and certify in writing such return and/or destruction). Obligations regarding Confidential Information will survive expiration, cancellation or termination of this Agreement or any Purchase Order and survive perpetually.

(b) In connection with the activities hereunder, Supplier understands that Company does not wish to receive from Supplier any information which may be considered confidential and proprietary to Supplier and/or to any third party. Supplier represents and warrants that any information disclosed hereunder to Company by Supplier is not confidential and/or proprietary to Supplier and/or to any third party.

23. Miscellaneous.

(a) Supplier agrees that Supplier will not use in any way or for any purpose, the Canon Trademarks, name, photograph or other representations or material of Company or the Canon Entities in any advertising, promotion or publicity without obtaining Company’s prior written approval, in each instance.

(b) No failure or delay on the part of Company in exercising any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof of any right or remedy. Nothing contained in this Agreement or a Purchase Order shall be deemed a waiver of any representations, warranties or guarantees implied by Applicable Law. Acceptance of, or payment for, all or any part of the Products and/or Services furnished under this Agreement shall not be deemed a waiver of Company’s right to cancel or return or reject all or any part thereof because of failure to conform to the Purchase Order or by reason of defects, latent or patent, or other breach of warranties, or to make any claim for damages, including manufacturing costs and loss of profits or other special damages. No provision of this Agreement may be waived except in a writing signed by the party granting such waiver. Company may seek injunctive relief to enforce Supplier’s obligations under this Agreement, it being understood that damages for failure to comply with the obligations cannot be adequately measured, and that the granting of injunctive relief will be without prejudice to any other right which may accrue by reason of any breach of Supplier’s obligations under this Agreement.

(c) Any provision of this Agreement and any Purchase Order expressly, or by its nature, is reasonably intended to survive expiration, termination or cancellation, will survive expiration, termination or cancellation of this Agreement or such Purchase Order, including, without limitation provisions related to insurance, Confidential Information, Canon Information, Canon Trademarks, warranties, indemnity, audit rights, waiver, assignment and governing law.

24. Definitions.

“Agreement” shall have the meaning set forth in the first paragraph hereof.

“Applicable Law” means all applicable international, foreign, domestic, federal, state and local laws, statutes, rules, regulations, treaties, constitutions, customs authority requirements, judicial decisions, judgments, ordinances, governmental restrictions, orders, decrees, codes, directives, guidelines, self-regulatory principles, industry standards and industry best practices affecting, involving or relating to the provision of Products or Services hereunder, including, without limitation those dealing with import and export control, privacy or data collection, storage, use, disclosure, protection or security, such as, without limitation, the Gramm-Leach-Bliley Act, the Health Insurance Portability & Accountability Act of 1996 (“HIPAA”), the California Online Privacy Protection Act of 2003, the Telephone Consumer Protection Act (“TCPA”), the Payment Card Industry Data Security Standard (“PCI DSS”), the National Institute of Standards and Technology (“NIST”) and any requirements or guidance issued by any applicable data protection authority responsible for privacy related matters or the processing of personal information in an applicable jurisdiction.

“Canon Entities” means, collectively, Company’s parent, subsidiaries and affiliates, and individually, each a “Canon Entity”.

“Canon Indemnified Parties” means, collectively, Company and the Canon Entities, and customers of Company and the Canon Entities, and each of the Company and each Canon Entities’ respective directors, officers, employees, consultants, contractors, agents, successors and assigns, and individually, each a “Canon Indemnified Party”.

“Canon Trademarks” means, collectively, Company’s copyrights, trademarks, trade names, corporate names, service marks, logos, artwork, images and symbols of Company or those of the Canon Entities, and shall include, without limitation, Drawings related thereto.

“Claims” means, collectively, any and all claims, losses, damages, liens, demands, attorneys’ fees, liabilities, costs, expenses, obligations, causes of action or suits, and individually, each a “Claim”.

“Company” shall have the meaning set forth in the first paragraph hereof.

“Confidential Information” means any and all confidential, proprietary and technical information of Company or any Canon Entity, communicated or otherwise made accessible to Supplier or Supplier Personnel, in any way, whether in tangible, visual or oral form, pertaining to the products, services, customers, locations or representatives of Company and/or the Canon Entities, including, without limitation, information regarding general business operations, business processes, methodologies, pricing methods and information, technical knowledge, trade secrets, employee lists, any information that can used to identify, contact or locate an individual, including an existing or potential employee or customer of Company and/or a Canon Entity (including, without limitation, first name or initial and last name, date of birth, mother’s maiden name, unique biometric, Social Security Number, passport number, driver’s license or other state identification number, financial information, cardholder data (including, without limitation, a primary account number, or a primary account number plus cardholder name, expiration date and/or service code), health information, medical or dental identification number, health insurance identification number, employment information, employer-assigned identification number, signature, personal web page, telephone number, biography location, home address, business address, other mailing address, email address or online identifier associated with an individual, geographic location, IP address or similar identifier, MAC (media access control) address, user ID, password, security question and answer, cookie information, profile and any other information relating to an individual, including usage and traffic data), third party information required to be maintained by Company and/or any Canon Entity as confidential, and related non-technical business information which is clearly identified as confidential at the time of disclosure or which Supplier or any representative of Supplier knows or should have reason to know is confidential. Confidential Information includes any information derived from or relating to the Confidential Information. The term Confidential Information does not include any information that (i) was lawfully in Supplier’s possession prior to any disclosure by Company as evidenced by Supplier’s contemporaneous written records, or (ii) is or becomes generally available to the public other than as a result of disclosure in violation of this Agreement.

“Deliverables” means the tangible and intangible results of the Services.

“Drawings” means any drawings, logos, artwork, images, codes, specifications and similar materials Company has loaned or provided hereunder (including such materials in electronic formats) related to Canon Trademarks.

“Products” refer to the products, materials, articles or items provided or to be provided by Supplier pursuant to this Agreement that are made the subject of any Purchase Order. “Products” include Deliverables.

“Purchase Order” means a written (electronic, hardcopy or fax) purchase order issued by Company to Supplier referencing the Terms and Conditions.

“Recall” means any removal of Products from the stream of commerce or the issuance of a corrective action plan or other remedial action initiated by a government entity or any other party with lawful authority to initiate such actions, Supplier, or Company.

“Services” means the services provided or contracted to be provided by Supplier, as specifically defined in a Purchase Order.

“Subcontractor” means a subcontractor retained by Supplier and approved by Company in accordance with the terms of Section 11 herein.

“Supplier” the supplier named on the Purchase Order.

“Supplier Personnel” means employees, Subcontractors, agents, representatives, and any other person(s) hired, retained or employed by Supplier.

Insurance Requirements

Supplier shall procure and maintain, until all of the obligations of Supplier and Supplier’s Subcontractor have been discharged, including any warranty periods are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the Products or performance of the work/Services which is the subject of this Purchase Order. The insurance requirements herein are minimum requirements and in no way limit the liabilities of Supplier. Company in no way warrants that the minimum limits contained herein are sufficient to protect the Supplier from liabilities that might arise out of the Products or performance of the work/Services under this Agreement by the Supplier or Supplier Personnel, and Supplier is free to purchase additional insurance. Insuring companies must be authorized to write insurance and conduct business in the state where the work/Services is to be performed.

  1. Commercial General Liability on an occurrence basis using form CG 00001 1204 or equivalent Including bodily injury, broad form property damage including Personal Injury and Death
    1. $1,000,000 combined single limit per occurrence
    2. $2,000,000 - aggregate
  2. Workers’ Compensation - Covering all employees and subcontractors
    1. Statutory limits
    2. Employers Liability: $1,000,000
  3. Commercial Vehicle Insurance (if vehicles are used in the performance of the services contemplated)
    1. Coverage for Supplier vehicles whether owned, non-owned, leased or hired.
    2. Limits shall be not less than $1,000,000 per occurrence - combined single limit
  4. Network Security / Cyber: (if applicable to services contemplated)
    1. One Million Dollars ($1,000,000)
    2. Including coverage including but not limited to:
      • Security and Privacy Liability
      • Regulatory Action
      • Event Management
      • Cyber Extortion
      • Media Content
  5. Professional Liability Insurance/Errors and Omissions: (if applicable to services contemplated)
    1. Policies insuring against liability for errors and omissions covering the professional activities contemplated under the Agreement in an amount of not less than One Million Dollars ($1,000,000) each claim

The foregoing insurance policies shall be on a primary and on a non-contributory basis to any other insurance which may be carried by Company, including completed operations.

With the exception of Workers’ Compensation, Supplier’s coverage shall name Company as additional insured.

The policies shall contain a provision providing Company at least thirty (30) days prior written notice of any change or cancellation or non-renewal of such insurance, and ten (10) days prior written notice in the event of cancellation of Non Payment of Premium. If any insurance company refuses or is unable to provide the required notice, Supplier or its insurance broker shall notify Company of any cancellation, suspension, or non-renewal of any insurance within seven (7) days of receipt of insurers’ notification to that effect.

Each of Supplier and insurance company agrees to waive its rights of subrogation against the Canon Indemnified Parties.


Jump to Terms and Conditions of Use

Terms and Conditions of Purchase

The following terms and conditions of purchase (“Terms and Conditions”) and any terms in other documents specifically incorporated herein by reference (collectively with the Terms and Conditions, the “Agreement”), are the entire and exclusive agreement between Canon Solutions America, Inc. (“Company”) and Supplier concerning the Products and/or Services provided or to be provided by Supplier under a Purchase Order, except to the extent the sale and purchase of the Products and/or Services are governed by a separate written agreement executed by Company and Supplier. Except as set forth in the preceding sentence, all prior and/or contemporaneous negotiations and agreements, oral or written, concerning the Products and Services are superseded by this Agreement. No course of prior dealings between the parties, usage of trade or acquiescence in any course of performance hereunder will be relevant to supplement or explain any term used in this Agreement. Company is not bound by and hereby expressly rejects Supplier’s general conditions of sale and any terms or provisions on any proposal, quotation, price list, acknowledgment, invoice, packing slip or the like used by Supplier. If Supplier does not reject these Terms and Conditions in writing, within ten (10) days of first receipt, such Terms and Conditions and this Agreement shall be deemed accepted by Supplier. After Supplier’s acceptance of a Purchase Order referencing or incorporating these Terms and Conditions, this Agreement will continue to govern the Products and Services under all subsequent Purchase Orders placed by Company which expressly reference these Terms and Conditions unless otherwise specified or agreed to, in writing, by Company. If there are any conflicts between the terms of this Agreement and the terms of a Purchase Order, the terms of this Agreement shall control. Capitalized terms used in these Terms and Conditions, and not otherwise defined, are defined in Section 24 (Definitions) below.

1. Ordering, Price and Payment Terms. Supplier will not deliver any Products to, or perform any Services for, Company, or incur any expenses related thereto, unless Supplier has received a Purchase Order from Company. Subject to this Agreement, Company will pay the price in the Purchase Order for each type and quantity of the Products and/or Services. Supplier warrants that such prices will not exceed the lowest prices charged by Supplier to similarly situated customers for similar quantities of Products and/or Services of like kind and quality. Supplier will invoice Company for the Products and/or Services no later than thirty (30) days after the date that Supplier ships the Products to Company and/or completes the Services for Company, as applicable, and Supplier hereby agrees to waive payment of any invoice submitted later than ninety (90) days after such shipment and/or completion, as applicable. Each invoice will contain, at a minimum: (i) the Company Purchase Order number, (ii) a description of the Products and/or Services delivered and/or performed, including serial numbers as applicable, (iii) quantity and unit price(s), (iv) Supplier’s name and invoice date, (v) name (where applicable), title, phone number, and complete mailing address and remit address of responsible person at Supplier, (vi) wire transfer or ACH instructions (if applicable), and (vii) such other documentation or information as Company may request from time to time. Each invoice shall be submitted as directed by Company in the Purchase Order. Nothing in this Agreement obligates Company to purchase any minimum amount of Products and/or Services from Supplier.

Subject to the terms of this Agreement, valid and undisputed invoices are due and payable within thirty (30) days after Company’s receipt. Company will be entitled to any prompt payment discounts agreed upon for any invoice paid within such thirty (30) days. Payment will not constitute acceptance of Products and/or Services, or impair Company’s right to inspect. If Supplier fails to fulfill any of Supplier’s obligations under this Agreement, Company may suspend or withhold payment to Supplier. The purchase price of the Products and/or Services is subject to set-off against any credits, refunds or claims of any kind claimed or asserted by Company related to any Purchase Order or agreement. Except for taxes pursuant to Section 2 (Taxes) below herein, charges not previously agreed upon will not be payable by Company.

2. Taxes. Company shall pay or reimburse Supplier for sales, use, excise or similar transaction taxes imposed on the sale of Products and/or Services to Company under this Agreement, to the extent such taxes are statutorily imposed on Company. In lieu thereof, and if applicable, Company will provide Supplier with a tax exemption number or, at Supplier's request, a tax exemption certificate acceptable to the taxing authority. Company shall not pay or reimburse Supplier for any taxes imposed on Supplier's income, capital, net worth or property, nor any employment related taxes on Supplier or Supplier Personnel. Any taxes to be paid by Company will be separately stated on Supplier's invoice, with identification of the type of tax, the applicable tax rate, the amount of tax charged and the taxing authorities, and shall be in a form that meets local tax requirements to ensure deductibility and tax recovery. If Supplier receives a refund of any taxes included in a Purchase Order, or otherwise collected from Company by Supplier, Supplier shall promptly pay Company the amount of the refund, including any interest.

3. Packaging of Products. Supplier, at Supplier’s expense, will package and prepare the Products for shipment to Company in accordance with sound commercial practices. Supplier will enclose with each shipment a complete packing list, including Company's Purchase Order number and the part number, quantity shipped and the remaining quantity to be shipped, if applicable. Supplier will mark the containers or packages with country of origin, necessary lifting, loading, special handling (including without limitation for items that are fragile or require temperature control) and shipping information, Company's Purchase Order number and the part number, dates of shipment and names and addresses of consignor and consignee, if applicable. The Bill of Lading number and weight of shipment will be shown for shipment on all Bills of Lading. Supplier shall be responsible for any loss or damage due to Supplier’s failure to package and prepare the Products in accordance with this Section 3. Company shall not be required to assert any claims for such loss or damage against the common carrier involved.

4. Delivery. Supplier will deliver the Products to Company, F.O.B. destination, as designated by Company (unless otherwise specified in a specific Purchase Order, which shall only apply to such Purchase Order), in one (1) or more installments by the due date specified in the Purchase Order.

5. Variation in Quantity. Except as approved in writing by Company, if Supplier delivers fewer or more Products than Company orders, or if the Products are delivered by Supplier to Company more than five (5) business days after any delivery date specified in the Purchase Order, those Products need not be accepted by Company. Accordingly, Company may receive, hold and return such Products to Supplier at Supplier's sole risk and expense. If Company accepts Products delivered more than five (5) business days prior to any delivery date specified in the Purchase Order, the time period for payment and discounts will not commence for those Products until the later of Company's receipt of Supplier's invoice for such Products or the specified delivery date.

6. Inspection and Acceptance. Company may, but need not, inspect the Products within ninety (90) days after actual receipt. Acceptance of the Products is based on Company's standard test procedures for such Products. Rejected Products may, at Company's option, either be returned or held for Supplier's instructions. Inspection, reshipment and return costs incurred with respect to such rejected Products will be borne by Supplier. Unless Company directs, Supplier will not replace returned Products.

Company will have ninety (90) days from completion of the Services to either (i) notify Supplier in writing of Company’s acceptance of the completed Services, or (ii) notify Supplier in writing specifying Company’s rejection of the completed Services and Company’s reasons therefor. At Company’s option, Supplier will promptly rectify the rejected Services.

Notwithstanding the foregoing, any acceptance of Products and/or Services is subject to compliance of the Products and/or Services with the terms of this Agreement, including, without limitation, compliance with Section 7 (Warranties) below.

7. Warranties. Supplier expressly represents and warrants to Company as follows:

(a) For a period of one (1) year from Company’s receipt of the Products, unless another period is specified in a specific Purchase Order (which such period shall apply only to such Purchase Order), each unit of the Products will (i) be in good working order, free from defects in design, materials, construction and workmanship, (ii) conform with the descriptions and specifications for that Product; and (iii) be merchantable and fit for the purposes expressed in or reasonably inferable from the specifications or other descriptions of the Products, which are referred to and incorporated herein by reference. At Company's option, Supplier will, at Supplier’s sole expense, repair, replace or refund the purchase price paid by Company for any Product that does not conform to this warranty.

(b) Supplier shall perform the Services with due skill and care in a professional manner, using the proper materials and employing sufficiently qualified staff. Supplier shall be fully liable for any and all third parties with which Supplier has contracted in connection with the Services. The Services, and all Deliverables furnished in connection with the Services, will be of good quality and free from defects in materials and workmanship for a period ending one (1) year from the date of acceptance, unless another period is specified in a specific Purchase Order (which such period shall apply only to such Purchase Order). At Company’s option, Supplier will, at Supplier’s sole expense, correct all Services performed by Supplier, and replace all Deliverables furnished by Supplier, which are found to be defective in materials or workmanship, including all necessary removal, replacement or repair of any portion of Services and/or Deliverables which may be damaged during the removal, replacement or repair.

(c) The Products, Services and Deliverables will be free from any and all security interests or other liens and encumbrances, restrictions, settlements, judgments or adverse claims.

(d) The Products will comply with, and be manufactured, assembled, packaged, transported, priced, advertised, branded, invoiced, sold and labeled in compliance with, all Applicable Law, and all information regarding the Products provided by or on behalf of Supplier to Company, including all weights, measures, sizes, legends or descriptions printed, stamped, attached or otherwise indicated with regard to the Products, will be true and correct.

(e) The Products will be genuine and are not counterfeit, adulterated, misbranded or falsely labeled.

(f) The Products and Services will be provided with, and be accompanied by all information and instructions necessary for proper and safe use. Where applicable, Supplier will provide Company with a current, complete and accurate Material Safety Data Sheet (MSDS), or similar applicable product safety sheet, for the Products.

(g) Supplier and the Services are in compliance with, and will continue to comply with (and Supplier requires its Subcontractors and any person under Supplier’s control to comply with) all Applicable Law. Supplier has adopted and implemented appropriate and effective policies to ensure compliance with Applicable Law.

(h) If providing the Products or Services involves the use, handling, maintaining, removal, transport, disposal of, or other action related to, hazardous materials, Supplier will be responsible for such actions. Supplier will manage and dispose of any and all hazardous materials in a safe and workmanlike manner, consistent with accepted industry standards and practices and, in accordance with Applicable Law. Supplier will be responsible for the provision, maintenance, and updating of, any permits or licenses required and related to hazardous materials.

(i) Supplier has, or will obtain, all the rights and licenses in the Products necessary to allow Company to use, market, license and/or resell such Products without restriction or additional charge. All required licenses in relation to the Products are, and shall remain, valid and in place, the scope of such licenses shall properly cover the intended use of the Products, and all such licenses shall include the right to transfer and the right to grant sublicenses. The Products and Services do not violate or infringe any third party's copyright, patent, trade name, trade secret or other intellectual property right and there are no claims or suits threatened, pending or contemplated against Supplier, or to the knowledge of Supplier (if the Supplier is not the manufacturer of the Products), against the manufacturer of any Product for infringement of any copyright, patent, trade name, trade secret or other intellectual property right occurring anywhere throughout the world and relating to the Products.

(j) If any Products are the subject of a Recall, Supplier shall be responsible for all matters and costs associated with the Recall, including, but not limited to: (a) consumer notification and contact; (ii) all expenses and losses incurred by Company in connection with such Recall (and where applicable, any products with which the Recalled Products have been packaged, consolidated or commingled), including but not limited to refunds to customers, lost profits, transportation costs, the cost to Company of Company’s associates’ time, system expenses in processing any Recall, and all other costs associated therewith; and (iii) initial contact and reporting of the Recall to any government agency having jurisdiction over the Recalled Products. Supplier shall promptly, and in no event later than twenty-four (24) hours after Supplier’s decision to initiate a Recall or Supplier’s receipt of a Recall notice from a government entity, inform Company of the Recall. Supplier shall promptly inform Company of Supplier becoming aware of any defect in the Products that could reasonably be expected to cause damage, illness, injury or death to humans, animals, or property, or the noncompliance of the Products with any Applicable Law, whether imposed by a government entity or by Company. If a government agency initiates any inquiry or investigation related to the Products or similar or related products of Supplier, Supplier shall notify Company immediately thereof (providing the purchase order number and sufficient detail) and take reasonable steps to resolve the matter without exposing Company to any liability or risk.

(k) Supplier shall fully cooperate in a timely manner, with any requests from Company for information, including without limitation in the form of surveys, forms or certifications, in connection with Applicable Law, audits, company policies, procedures or guidelines. Supplier represents, warrants and agrees that all information provided to Company in connection with such requests shall be accurate and complete, and that any changes affecting such information shall be promptly reported to Company in sufficient detail. Supplier shall not make any false or misleading representations in connection with any Company transaction including, but not limited to, oral misrepresentations of fact, the promotion or utilization of false documentation such as non-genuine customer purchase orders, fraudulent or forged documents, forged letters of destruction and/or other false or inaccurate records.

8. Indemnity. Supplier will defend, indemnify and hold harmless the Canon Indemnified Parties from and against any and all Claims incurred by, or asserted against, any of the Canon Indemnified Parties on account of, or arising out of (a) any breach or alleged breach of any representation or warranty herein or breach of any confidentiality obligations herein, (b) bodily injury, death or property loss or damage arising out of an act or omission of Supplier or Supplier Personnel, (c) any claim, demand or action instituted by Supplier or Supplier Personnel under workers’ compensation or similar laws or regulations, or (d) the sale, distribution or use of Products and/or Services purchased from Supplier. Supplier shall promptly notify Company of the assertion, filing or service of any Claim that is or may be covered by this indemnity and immediately take such action as may be necessary or appropriate to protect the interests of the Canon Indemnified Parties. In the event Company receives written notice of any such Claim against the Canon Indemnified Parties, Company shall promptly notify Supplier of such Claim. If Supplier assumes defense of such Claim without reservation of rights, Company shall provide Supplier with the authority, reasonably available information and reasonable cooperation (at Supplier’s expense) necessary to defend. Should Supplier not diligently pursue resolution of such Claim or fail to provide Company with reasonable assurance that Supplier will diligently pursue resolution, then Company may, without limiting Company’s other rights and remedies, defend the Claim and collect all costs of doing so from Supplier. Any settlement or compromise Supplier desires to enter into will be subject to Company’s prior written approval. Company and any other Canon Indemnified Party may, in its or their sole discretion, participate in the defense of such Claim. In the event of a claim of infringement of a third party's copyright, patent, trade name, trade secret or other intellectual property right, Supplier's obligation, at Supplier’s sole expense, will be to either (at Company’s option) (i) obtain a license for the applicable Canon Indemnified Parties to continue the use of or the sale of the infringing Product or Service; or (ii) modify or replace the infringing Product or Service with a non-infringing Product or Service which conforms to the specifications for the infringing Product or Service; or (iii) if neither (i) nor (ii) is practicable, promptly refund the purchase price paid by Company for such infringing Product or Service. Notwithstanding the preceding sentence, nothing contained in this Section 8 shall relieve Supplier of its obligation to defend and/or indemnify the Canon Indemnified Parties in connection with any Claim of infringement.

9. Time is of the Essence to this Agreement. All Products will be furnished and all Services rendered by the time or times specified by Company. In the event that Supplier anticipates any difficulty in complying with any deadlines for delivery, or with respect to any of its other obligations under this Agreement, Supplier shall promptly notify Company in writing.

10. Relationship of the Parties. Supplier shall at all times be an independent contractor and shall retain control over Supplier Personnel. Nothing in this Agreement shall make, or be deemed to create, a partnership, agency, legal representative, joint venture or landlord-tenant relationship for any purpose whatsoever, nor does this Agreement give either party any authority to represent, or incur any liabilities or obligations on behalf of, or in the name of, the other.

11. Assignment; Subcontractors. This Agreement may not be assigned by Supplier without the prior written consent of Company. Supplier acknowledges and agrees that Supplier will not subcontract any part of the delivery of the Products, or subcontract the performance of any Services, to any third party without the prior written consent of Company. Supplier agrees that (a) there will be no interruption in the supply of Products, or the performance of Services, as a result of use of a Subcontractor, (b) Supplier shall be fully responsible to Company for the performance of Supplier Personnel, without limiting a Subcontractor’s or any such other party’s responsibility, (c) Supplier will not cause or permit any lien to be placed on any property of Company, Company’s customers, or Supplier, which is the subject of this Agreement, and (d) Supplier shall impose on its Subcontractors the same obligations imposed on Supplier under this Agreement, including without limitation, with obligations relating to compliance with Applicable Law, confidentiality, indemnification and insurance.

12. Notices. All notices hereunder shall be in writing and shall be deemed to have been given upon personal delivery, five (5) days after being mailed by registered or certified mail, return receipt requested, or one (1) business day after being sent by nationally- recognized and traceable overnight courier. Unless otherwise specifically provided for herein, or notified otherwise by the recipient, notices must be addressed (i) as to Company, to: Canon Solutions America, Inc., One Canon Park, Melville, NY 11747, Attn: General Affairs, with a copy to Canon Solutions America, Inc., One Canon Park, Melville, NY 11747, Attn: Legal Department and (ii) as to Supplier, to Supplier’s last address known to Company.

13. Insurance Requirements. Supplier is responsible for obtaining, and maintaining in force, adequate insurance covering (i) the Products while being transported to Company and until risk of loss has passed to Company, and (ii) the Services to be performed and Supplier’s other contractual obligations under this Agreement, which such insurance shall cover all Supplier Subcontractors and which such insurance shall meet or exceed the requirements set forth on Attachment 1 hereto, which are incorporated herein by reference. The requirements set forth herein and on Attachment 1 are minimum requirements, and Company (in Company’s sole discretion) may specify greater or additional requirements. Supplier will provide a Certificate of Insurance and endorsements, that meet or exceed the requirements set forth on Attachment 1 hereto, to Company (i) in the case of Products, no later than the date upon which Supplier places the Products in the possession of a carrier for transportation to Company (ii) in the case of Services, no later than the date Supplier commences performance of Services under this Agreement. Title to, and risk of loss of, the Products will pass to Company upon Company’s actual receipt; provided, however, that if the Products, or tender of delivery of the Products, so fails to conform with this Agreement so as to give Company a right of rejection, or if Company rightfully revokes its acceptance, risk of loss of and title to the Products will be deemed to remain with Supplier.

14. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws rules. Supplier (i) agrees that any litigation, action or proceeding relating to this Agreement must be instituted in any state or federal court in Suffolk County, New York and (ii) waives any objection that Supplier might have with respect to jurisdiction, venue or forum. Nothing in this Section will affect Company’s right to serve process in any other manner permitted by law or to proceed against Supplier in any other court in which Supplier is subject to suit. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

15. Severability. If any term or provision of this Agreement is held invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining terms and provisions will not be affected or impaired.

16. Headings. The headings and titles of the provisions of this Agreement are inserted for convenience only and will not affect the construction or interpretation of any provision.

17. Cancellation. A Purchase Order may be cancelled, in whole or in part, by Company (i) in the case of Products, at no charge, upon notice to Supplier at least thirty (30) days prior to the scheduled delivery date of the Products specified in the Purchase Order, (ii) in the case of Services, upon ten (10) days prior written notice to Supplier, (iii) upon notice to Supplier if the Products or Services are not delivered on or before the delivery date specified by Company in the Purchase Order, (iv) upon notice to Supplier if Supplier fails to comply with any Applicable Law, or if Company reasonably believes that Supplier has failed to do so, or (v) if Supplier fails to procure and maintain the insurance required by this Agreement. Any Products delivered to Company pursuant to such cancelled Purchase Order may be received, held and returned to Supplier at Supplier's risk and expense. If Company agrees to accept deliveries after the specified delivery date, Company may direct Supplier to make shipment to the destination designated by Company by the most expeditious means available at Supplier's sole expense. Upon receipt of a cancellation notice from Company, Supplier will immediately stop all work on Services related to the applicable Purchase Order (unless Company directs Supplier to continue work until a specified date), and Company will have no further liability to Supplier other than to pay Supplier the pro rata amount of the amount set forth on the Purchase Order for Services completed on or prior to the cancellation date, and accepted by Company. Notwithstanding any expiration, termination or cancellation of this Agreement or any Purchase Order, Company shall have the right to continue to use the Products and Deliverables supplied by Supplier prior to the cancellation date.

18. Changes. Company may make changes within the general scope of this Agreement upon notice to Supplier. Supplier will notify Company within five (5) days after receipt of such notice if the change will affect the delivery schedule or price. Company is not responsible for additional charge(s) unless authorized in advance by Company in writing.

19. Modification of Agreement. This Agreement may not be altered, modified, suspended or amended, and no additional or different terms will become a part hereof, nor may this Agreement be rescinded, except pursuant to a writing specifically referencing this Agreement and signed by an authorized signatory of the party against whom enforcement is sought.

20. Equal Employment Opportunity and Affirmative Action. Supplier agrees that, as applicable, it and its subcontractors will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. Seller also agrees that, as applicable, it and its subcontractors will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), as well as any and all applicable federal, state and local government equal employment opportunity and affirmative action laws, including any and all applicable statutes, rules, regulations, ordinances and other guidelines.

21. Canon Trademarks. Canon Trademarks are and shall remain Company’s sole and exclusive property, or the sole and exclusive property of the applicable Canon Entity, as applicable. Supplier acknowledges that Supplier has not been granted and has not acquired, and agrees that Supplier shall not be granted or acquire, any right, title or interest in any of the Canon Trademarks. Any and all goodwill and rights under trademark and copyright law, and all other intellectual property rights, that arise in connection with the Canon Trademarks as a result of this Agreement or otherwise, shall inure to the sole and exclusive benefit of Company or, as the case may be, the applicable Canon Entity. Supplier may reproduce and use the Canon Trademarks solely as specified by Company, in writing, and as necessary to carry out Supplier’s obligations under this Agreement. Supplier shall reproduce the Canon Trademarks (including without limitation any Drawings) exactly as supplied hereunder, although size may be adjusted as appropriate. Supplier may not authorize, license, reproduce, loan or permit any exhibition, access to or other exploitation of the Canon Trademarks, other than as expressly authorized herein, without the prior written consent of Company, and Supplier shall strictly safeguard all Drawings in order to comply with the foregoing. Company makes no representations or warranties other than that Company has sufficient rights in the Canon Trademarks to authorize Supplier to reproduce and use them as permitted herein. Unless otherwise requested by Company, Supplier shall immediately return to Company, destroy or delete, the Drawings and provide a certificate of destruction, if applicable.

22. Confidential Information.

(a) Supplier acknowledges that, in connection with Supplier’s activities under this Agreement, Supplier may have access to Confidential Information. All Confidential Information constitutes valuable and unique assets of Company’s business. Supplier shall protect, and will insure Supplier Personnel protect, Confidential Information to prevent the unauthorized use, dissemination, disclosure or publication of Confidential Information. Supplier may disclose Confidential Information only to those Supplier Personnel who have a need to know and who are under an obligation of confidentiality at least as restrictive as that contained herein. Supplier will ensure that each such recipient of Confidential Information will be advised of the Supplier’s confidentiality obligations under this Agreement. Supplier agrees that Supplier will not disclose, and will ensure Supplier Personnel do not disclose, any Confidential Information or furnish copies of any written materials relating to the Confidential Information to any other person, firm or entity. If the disclosure of Confidential Information is required by law, Supplier will provide Company with prompt notice of such requirement prior to disclosure so that Company has an opportunity to seek an appropriate protective order or procedure if Company elects to do so. Confidential Information received may be used only to fulfill the purposes of this Agreement. Supplier further agrees that Supplier will not use the Confidential Information for its own benefit or for the benefit of any other firm or business with which Supplier may be associated. Immediately following expiration, cancellation or termination of this Agreement for any reason whatsoever, or upon Company’s request, Supplier shall return to Company and/or destroy all Confidential Information in Supplier’s possession or under Supplier’s control, and any and all copies thereof, in any medium (and certify in writing such return and/or destruction). Obligations regarding Confidential Information will survive expiration, cancellation or termination of this Agreement or any Purchase Order and survive perpetually.

(b) In connection with the activities hereunder, Supplier understands that Company does not wish to receive from Supplier any information which may be considered confidential and proprietary to Supplier and/or to any third party. Supplier represents and warrants that any information disclosed hereunder to Company by Supplier is not confidential and/or proprietary to Supplier and/or to any third party.

23. Miscellaneous.

(a) Supplier agrees that Supplier will not use in any way or for any purpose, the Canon Trademarks, name, photograph or other representations or material of Company or the Canon Entities in any advertising, promotion or publicity without obtaining Company’s prior written approval, in each instance.

(b) No failure or delay on the part of Company in exercising any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof of any right or remedy. Nothing contained in this Agreement or a Purchase Order shall be deemed a waiver of any representations, warranties or guarantees implied by Applicable Law. Acceptance of, or payment for, all or any part of the Products and/or Services furnished under this Agreement shall not be deemed a waiver of Company’s right to cancel or return or reject all or any part thereof because of failure to conform to the Purchase Order or by reason of defects, latent or patent, or other breach of warranties, or to make any claim for damages, including manufacturing costs and loss of profits or other special damages. No provision of this Agreement may be waived except in a writing signed by the party granting such waiver. Company may seek injunctive relief to enforce Supplier’s obligations under this Agreement, it being understood that damages for failure to comply with the obligations cannot be adequately measured, and that the granting of injunctive relief will be without prejudice to any other right which may accrue by reason of any breach of Supplier’s obligations under this Agreement.

(c) Any provision of this Agreement and any Purchase Order expressly, or by its nature, is reasonably intended to survive expiration, termination or cancellation, will survive expiration, termination or cancellation of this Agreement or such Purchase Order, including, without limitation provisions related to insurance, Confidential Information, Canon Information, Canon Trademarks, warranties, indemnity, audit rights, waiver, assignment and governing law.

24. Definitions.

“Agreement” shall have the meaning set forth in the first paragraph hereof.

“Applicable Law” means all applicable international, foreign, domestic, federal, state and local laws, statutes, rules, regulations, treaties, constitutions, customs authority requirements, judicial decisions, judgments, ordinances, governmental restrictions, orders, decrees, codes, directives, guidelines, self-regulatory principles, industry standards and industry best practices affecting, involving or relating to the provision of Products or Services hereunder, including, without limitation those dealing with import and export control, privacy or data collection, storage, use, disclosure, protection or security, such as, without limitation, the Gramm-Leach-Bliley Act, the Health Insurance Portability & Accountability Act of 1996 (“HIPAA”), the California Online Privacy Protection Act of 2003, the Telephone Consumer Protection Act (“TCPA”), the Payment Card Industry Data Security Standard (“PCI DSS”), the National Institute of Standards and Technology (“NIST”) and any requirements or guidance issued by any applicable data protection authority responsible for privacy related matters or the processing of personal information in an applicable jurisdiction.

“Canon Entities” means, collectively, Company’s parent, subsidiaries and affiliates, and individually, each a “Canon Entity”.

“Canon Indemnified Parties” means, collectively, Company and the Canon Entities, and customers of Company and the Canon Entities, and each of the Company and each Canon Entities’ respective directors, officers, employees, consultants, contractors, agents, successors and assigns, and individually, each a “Canon Indemnified Party”.

“Canon Trademarks” means, collectively, Company’s copyrights, trademarks, trade names, corporate names, service marks, logos, artwork, images and symbols of Company or those of the Canon Entities, and shall include, without limitation, Drawings related thereto.

“Claims” means, collectively, any and all claims, losses, damages, liens, demands, attorneys’ fees, liabilities, costs, expenses, obligations, causes of action or suits, and individually, each a “Claim”.

“Company” shall have the meaning set forth in the first paragraph hereof.

“Confidential Information” means any and all confidential, proprietary and technical information of Company or any Canon Entity, communicated or otherwise made accessible to Supplier or Supplier Personnel, in any way, whether in tangible, visual or oral form, pertaining to the products, services, customers, locations or representatives of Company and/or the Canon Entities, including, without limitation, information regarding general business operations, business processes, methodologies, pricing methods and information, technical knowledge, trade secrets, employee lists, any information that can used to identify, contact or locate an individual, including an existing or potential employee or customer of Company and/or a Canon Entity (including, without limitation, first name or initial and last name, date of birth, mother’s maiden name, unique biometric, Social Security Number, passport number, driver’s license or other state identification number, financial information, cardholder data (including, without limitation, a primary account number, or a primary account number plus cardholder name, expiration date and/or service code), health information, medical or dental identification number, health insurance identification number, employment information, employer-assigned identification number, signature, personal web page, telephone number, biography location, home address, business address, other mailing address, email address or online identifier associated with an individual, geographic location, IP address or similar identifier, MAC (media access control) address, user ID, password, security question and answer, cookie information, profile and any other information relating to an individual, including usage and traffic data), third party information required to be maintained by Company and/or any Canon Entity as confidential, and related non-technical business information which is clearly identified as confidential at the time of disclosure or which Supplier or any representative of Supplier knows or should have reason to know is confidential. Confidential Information includes any information derived from or relating to the Confidential Information. The term Confidential Information does not include any information that (i) was lawfully in Supplier’s possession prior to any disclosure by Company as evidenced by Supplier’s contemporaneous written records, or (ii) is or becomes generally available to the public other than as a result of disclosure in violation of this Agreement.

“Deliverables” means the tangible and intangible results of the Services.

“Drawings” means any drawings, logos, artwork, images, codes, specifications and similar materials Company has loaned or provided hereunder (including such materials in electronic formats) related to Canon Trademarks.

“Products” refer to the products, materials, articles or items provided or to be provided by Supplier pursuant to this Agreement that are made the subject of any Purchase Order. “Products” include Deliverables.

“Purchase Order” means a written (electronic, hardcopy or fax) purchase order issued by Company to Supplier referencing the Terms and Conditions.

“Recall” means any removal of Products from the stream of commerce or the issuance of a corrective action plan or other remedial action initiated by a government entity or any other party with lawful authority to initiate such actions, Supplier, or Company.

“Services” means the services provided or contracted to be provided by Supplier, as specifically defined in a Purchase Order.

“Subcontractor” means a subcontractor retained by Supplier and approved by Company in accordance with the terms of Section 11 herein.

“Supplier” the supplier named on the Purchase Order.

“Supplier Personnel” means employees, Subcontractors, agents, representatives, and any other person(s) hired, retained or employed by Supplier.

Insurance Requirements

Supplier shall procure and maintain, until all of the obligations of Supplier and Supplier’s Subcontractor have been discharged, including any warranty periods are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the Products or performance of the work/Services which is the subject of this Purchase Order. The insurance requirements herein are minimum requirements and in no way limit the liabilities of Supplier. Company in no way warrants that the minimum limits contained herein are sufficient to protect the Supplier from liabilities that might arise out of the Products or performance of the work/Services under this Agreement by the Supplier or Supplier Personnel, and Supplier is free to purchase additional insurance. Insuring companies must be authorized to write insurance and conduct business in the state where the work/Services is to be performed.

  1. Commercial General Liability on an occurrence basis using form CG 00001 1204 or equivalent Including bodily injury, broad form property damage including Personal Injury and Death
    1. $1,000,000 combined single limit per occurrence
    2. $2,000,000 - aggregate
  2. Workers’ Compensation - Covering all employees and subcontractors
    1. Statutory limits
    2. Employers Liability: $1,000,000
  3. Commercial Vehicle Insurance (if vehicles are used in the performance of the services contemplated)
    1. Coverage for Supplier vehicles whether owned, non-owned, leased or hired.
    2. Limits shall be not less than $1,000,000 per occurrence - combined single limit
  4. Network Security / Cyber: (if applicable to services contemplated)
    1. One Million Dollars ($1,000,000)
    2. Including coverage including but not limited to:
      • Security and Privacy Liability
      • Regulatory Action
      • Event Management
      • Cyber Extortion
      • Media Content
  5. Professional Liability Insurance/Errors and Omissions: (if applicable to services contemplated)
    1. Policies insuring against liability for errors and omissions covering the professional activities contemplated under the Agreement in an amount of not less than One Million Dollars ($1,000,000) each claim

The foregoing insurance policies shall be on a primary and on a non-contributory basis to any other insurance which may be carried by Company, including completed operations.

With the exception of Workers’ Compensation, Supplier’s coverage shall name Company as additional insured.

The policies shall contain a provision providing Company at least thirty (30) days prior written notice of any change or cancellation or non-renewal of such insurance, and ten (10) days prior written notice in the event of cancellation of Non Payment of Premium. If any insurance company refuses or is unable to provide the required notice, Supplier or its insurance broker shall notify Company of any cancellation, suspension, or non-renewal of any insurance within seven (7) days of receipt of insurers’ notification to that effect.

Each of Supplier and insurance company agrees to waive its rights of subrogation against the Canon Indemnified Parties.