Service Warranty

TROY PRODUCT MAINTENANCE SERVICE AGREEMENT

UNLESS THE CUSTOMER HAS ANOTHER VALID AGREEMENT APPLICABLE TO PRODUCT MAINTENANCE SERVICES, EXECUTED BY DULY AUTHORIZED REPRESENTATIVES OF TROY GROUP, INC. (“TROY”) AND YOU (OR “CUSTOMER”), TO THE EXTENT THAT THE TERMS OF THAT PRIOR AGREEMENT CONFLICT WITH THESE SERVICE AND MAINTENANCE TERMS AND CONDITION, THE TERMS OF THAT PRIOR WRITTEN AGREEMENT SHALL GOVERN ALL SERVICES (AS THAT TERM IS DEFINED BELOW). IN ALL OTHER INSTANCES, ALL OFFERS FOR SALE OF SERVICES ARE SUBJECT TO THESE TERMS, AND ANY PROPOSED ADDITIONS TO OR MODIFICATIONS MADE BY YOU ARE HEREBY EXPRESSLY REJECTED.

BY PROVIDING YOUR ELECTRONIC SIGNATURE OR CHOOSING THE "I ACCEPT" OPTION LOCATED ON OR ADJACENT TO THE SCREEN WHERE THESE TERMS MAY BE DISPLAYED, YOU AGREE TO THE TERMS BELOW. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS.

BY PROVIDING YOUR ELECTRONIC SIGNATURE OR CHOOSING THE "I ACCEPT" OPTION LOCATED ON OR ADJACENT TO THE SCREEN WHERE THESE TERMS MAY BE DISPLAYED, YOU AGREE TO THE TERMS BELOW. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS.

IMPORTANT—PLEASE READ: Your right to receive the on-site maintenance services for your TROY products (the “Services”) offered under the contract you purchased (the “Contract”) is conditioned upon your acceptance of the following terms and conditions (the “Terms,” and collectively with the Contract, the “Agreement”).

1. TERM OF AGREEMENT

The initial term of this Agreement begins on the date Customer agrees to the terms of this Agreement (the “Effective Date”) and ends twelve (12) months from the Effective Date (the “Initial Term”). Thereafter, the term of this Agreement automatically renews for additional twelve (12) month periods (“Renewal Term”) unless either party provides written notice of termination at least ninety (90) days prior to the anniversary date of the Initial Term or any Renewal Term.

2. WARRANTY PERIOD OF MAINTENANCE

The warranty period of maintenance on the TROY Product is for one-year from the date of purchase. During this warranty period, service is provided via depot return unless otherwise specified. Thereafter maintenance fees shall entitle the Customer to parts and labor and on-call maintenance, excluding holidays observed by TROY, in accordance with Appendix A.

3. EQUIPMENT INSTALLATION AND RELOCATION

The Customer is responsible for installation, unless otherwise arranged. After the original installation, the Customer must notify TROY in writing within thirty (30) days of the relocation of any equipment covered by this Agreement. The Customer will, at its own expense, furnish labor for packing and unpacking equipment and both labor and equipment needed for moving equipment to the new location. If the new location is at different premises, causing TROY to expend increased travel time and cost, Customer agrees to pay reasonable increased monthly maintenance charges. If the relocation takes the printer to a different service zone, TROY reserves the right to increase the level of response time, if necessary.

4. EXCLUSIONS

4.1. Toner cartridges, MICR font cards, and other like consumables are not covered by this Agreement. The Printer Maintenance Kit is a consumable, the Kit and or the installation of the Kit is not covered under this Agreement.

4.2. TROY one-year warranties and extended-year support contracts cover TROY printers under that time duration, and if a failure occurs, TROY will provide its standard support and service for the printer. TROY strongly recommends the use of TROY MICR toner cartridges which have been tested as a system with the TROY printer, font, and security check paper to produce consistent, reliable MICR readability. During development and manufacturing of TROY solutions, the MICR line and output quality is rigorously tested using ANSI, ABA, and APACS standards to assure readability as the document passes through the banking system. TROY has no ability to assure the ongoing standards of other brands or to ensure reliable output if non-TROY toner cartridges are used. If TROY customers use non-TROY-branded toner cartridges, and that non-TROY-branded toner cartridge causes malfunctions in the TROY printer, the repair is not covered under TROY warranty or maintenance Agreements. If TROY printer problems occur with non-TROY-branded toner cartridges, it is recommended that the customer request remedy from the manufacturer of the non-TROY toner cartridge, or to request that TROY perform the necessary repairs under time and materials charges.

4.3. Any service or repair work occasioned by the failure of Customer to observe any of the conditions set forth in this Agreement, or by tampering, misuse or abuse of the equipment, or by flood, fire, act of God, or other similar event of catastrophe, shall be rendered by TROY at the rate set forth in the TROY Maintenance Price List in effect at the time the Services are performed. Any parts replacements so occasioned shall be provided at Customer's expense.

5. TAXES

There shall be added to the above charges an amount equal to any municipal, state, and federal taxes, however designated, levied or based on such charges of this Agreement that may be paid or be taxable by TROY. These additional charges shall also include any tax (excluding income tax) not presently deemed applicable, but which is hereinafter held or ruled applicable by new law, interpretation of existing law or otherwise.

6. PAYMENTS

The maintenance fees charged by TROY for the Services purchased under this Agreement will be TROY’s “then-current” charges for such Services in each geographic region or as quoted by TROY. All charges under this Agreement including taxes shall be prepaid in advance of any Services beginning. Services will not be provided until invoice is paid in full. Visa, Master Card and company checks are acceptable methods of payment, whether online or some other agreed upon method.

7. CONDITIONS

7.1 Customer shall indemnify, defend and hold harmless, and hereby releases and discharges, TROY and its subsidiaries, and their respective owners, employees, directors, officers, agents, lenders, affiliates, insureds, successors and assigns (collectively, the “Indemnified Parties”), for, from and against all claims, demands, liabilities, losses, damages, penalties, costs and expenses, including reasonable attorneys’ fees, arising out of, resulting from, or in connection with the performance of the work performed in connection with this Agreement.

7.2. Customer shall use the equipment described above in accordance with the instructions of the manufacturer and shall not permit anyone other than TROY authorized maintenance personnel to perform maintenance work or attempt repairs or adjustment of the equipment. Customer agrees to notify TROY if any piece of equipment being serviced hereunder is sold or is moved from its present location.

7.3. Customer shall permit free access to equipment, and shall provide adequate storage space, working space, heat, light, ventilation, specified electric circuits and outlets for the use of TROY authorized maintenance personnel. Such facilities shall be provided by Customer without cost to TROY. It is understood that TROY is acting hereunder as an independent contractor and that its authorized maintenance personnel shall be subject only to supervision and instruction of TROY.

7.4. In connection with TROY's obligations hereunder, TROY reserves the right, at its option, to replace any part which fails to perform its function under normal use in accordance with the specifications therefore, rather than to repair same, and TROY reserves the further right to substitute, at its option, new and improved parts which are capable of performing a function similar to that of the replaced part.

8. GENERAL

8.1 TROY warrants that TROY shall, during the term of this Agreement, repair or replace any items of equipment which may be damaged solely as a result of negligence on the part of TROY personnel. Other than the foregoing warranty, TROY provides the service on an "AS IS" basis, AND MAKES NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, REGARDING THE MERCHANTABILITY OR FITNESS OF SERVICE OR ANY PRODUCT, EQUIPMENT OR SERVICE SUPPLIED BY TROY FOR ANY PARTICULAR PURPOSE. Without limiting the foregoing, in no event shall TROY be liable for any loss of the use of any items of equipment to be serviced hereunder or any failure of any equipment to perform properly or for any incidental, indirect or consequential damages resulting from the service or provision of any equipment by TROY, whether under theory of warranty, tort or products liability. In no event shall TROY's liability hereunder exceed the cost of replacement of the equipment being serviced hereunder.

8.2. If either party shall be in default with respect to any of its covenants under this Agreement and such default continues for thirty (30) days after written notice thereof by the other party, this Agreement may be terminated by such other party at the end of said thirty-day period without further notice. Such termination shall be in addition to all other remedies arising from such default.

8.3. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of California without regard to its conflicts of laws. Any claim or controversy arising out of or related to this Agreement or any breach thereof shall be submitted to the Superior Court of the State of California, Santa Ana in Orange County, and the parties hereto hereby consent to the exclusive jurisdiction and exclusive venue of such court. Any previous Agreements between the parties with respect to the service specified in this Agreement are superseded. This Agreement may not be altered or modified except by an authorized officer or representative of each of the parties hereto. TROY shall not be liable for any failure or delay in performance hereunder if such failure or delay is due, in whole or in part, to any cause beyond its control. The terms and conditions herein contained shall prevail notwithstanding any variance with items and conditions in any purchase order or other documents.

8.4. Customer acknowledges that TROY has specially trained its personnel who perform maintenance service hereunder. Customer hereby agrees that, during the term of this Agreement, it will not solicit or otherwise attempt to employ such TROY employees for the purpose of performing maintenance on any equipment manufactured by TROY.

8.5. This Agreement is made by and between Customer and TROY and creates no rights in or to any third parties.

8.6. During the period beginning with the date hereof and ending three (3) years after all services to be provided hereunder have been performed, neither Customer nor its affiliates shall offer employment to any existing employee of TROY. For purposes of this paragraph the term “affiliate” shall be deemed to include any person or entity, which is directly or indirectly: (i) owned or controlled by the Customer in question; (ii) owns or controls such Customer or (iii) is owned or controlled by any person or entity described in clause ii) of this sentence. Notwithstanding the above, there shall be no restriction on soliciting or hiring TROY’s personnel, and no payment to them if employees are solicited, hired or used as contractors more than three (3) years after they leave TROY’s employment, or if a mutually acceptable Agreement between TROY and Customer is made prior to any employment offers being made.

8.7. No waiver of any right or remedy on one occasion by either party shall be deemed a waiver of such right or remedy on any other occasion.

8.8. This Agreement may be executed and accepted by duly authorized officers of the respective parties hereto. This Agreement may be translated into any other language and such translation may be initialed, but only this Agreement in the English language shall be deemed the original. If any conflict exists between the English language and the translation, the English language version shall control. In the event that any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and shall be construed so as best effectuate the intention of the parties upon execution.

8.9. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired.

8.10. This document and all documents referred to or incorporated herein by reference contain all agreements, warranties, understandings, conditions, covenants, and representations made between Customer and TROY. Neither TROY nor Customer shall be liable for any Agreements, warranties understandings, conditions, covenants, and representations that are not expressly set forth in this Agreement. Any different or additional terms and conditions in any purchase order, invoice or other document are hereby expressly rejected by TROY and shall have no force or effect. This Agreement may only be modified in writing by an instrument signed by an authorized representative of each party. In the event of a conflict between the terms and conditions of this Agreement and the Customer application, the terms and conditions of this Agreement shall prevail.

8.11. The individual accepting the terms and conditions of this Agreement acknowledges the he/she is an authorized representation and has read and agrees to the terms and conditions of this Agreement.

Appendix A

PRODUCT MAINTENANCE SERVICE AGREEMENT

SERVICE LEVELS

1. CALL CENTER

TROY’s call center will be available Monday through Thursday 8:00 a.m. – 6:30 p.m. and Friday 8:00 a.m. – 5:30 p.m.Eastern Time, excluding holidays. Holidays observed by TROY are: New Years Eve, New Years Day, Presidents Day, Spring Holiday (Good Friday), Memorial Day, 4th of July, Labor Day, Thanksgiving Day and the day after Thanksgiving, Christmas Eve and Christmas Day.

2. RESPONSE TIME

Average on-site response time during the stated coverage period will be within either four (4) or nine (9) working hours of a service request (depending on the service level purchased by the customer) at least 80 percent of the time, unless deferred to a more convenient time by the customer.