Intelligent Warehouse Solutions Online Terms

 

These terms apply to, and govern, any S&SC-issued proposal that expressly incorporates these Online Terms by reference (each, a “Proposal”). These terms constitute part of the terms of the Proposal (the “Proposal Terms”). Upon acceptance of a Proposal, the accepted Proposal will constitute an “Order,” and these terms form part of, and govern, the agreement between the Solutions and Support Center issuing the Proposal (the “S&SC”) and the entity that accepts the Proposal (the “Accepting Party”). Except as expressly provided below with respect to a Third-Party Lessor, the Accepting Party will be deemed the “Customer” for all purposes of this agreement.

Notwithstanding the foregoing, if the Accepting Party is a third-party lessor or financing party that accepts the Proposal solely to finance or lease the Products to the customer identified in the Proposal (a “Third-Party Lessor”), then, except as expressly set forth in Section 3(c)(1), such Third-Party Lessor will not be deemed the Customer, shall acquire no rights and assume no obligations under this agreement or the Order, and the customer identified in the Proposal will be deemed the Customer and remain solely responsible for all obligations arising under these terms and the applicable Order. Customer shall indemnify, defend, and hold harmless S&SC against all Indemnifiable Losses arising out of or resulting from any Claim in connection with (i) any assertion by a Third-Party Lessor that it has acquired any rights beyond those expressly set forth in Section 3(c)(1), or (ii) any agreement or arrangement between Customer and any Third-Party Lessor.

For the avoidance of doubt, if the customer identified in a Proposal is inaccurately stated or incomplete, but the Accepting Party accepts the Proposal on its own behalf as the intended customer, such inaccuracy will be deemed a misnomer and will not affect the validity or enforceability of this agreement, the Order, or these terms, and the Accepting Party will be deemed the Customer for all purposes of this agreement.

These terms were last updated on January 15, 2026. The version of these terms that is in effect as of the date a Proposal is issued and incorporated by reference into such Proposal will govern that Proposal, any resulting Order, and the parties’ agreement with respect thereto.  Any updates or modifications to these terms made after the issuance of a Proposal will not apply to such Proposal or any resulting Order, unless expressly agreed to in writing by S&SC and Customer.

The following terms apply:

1.      DEFINITIONS. In these terms the following definitions apply:

“Cloud Services” means the online, web-based services made available to Customer in connection with one or more Products.

“Confidential Information” means any information transmitted in any manner or medium, whether orally, aurally, visually or electronically, regarding this agreement or the transactions contemplated herein, received by the Receiving Party from the Disclosing Party that a reasonable person, given the nature and circumstances of disclosure, would know to be confidential; provided, however, Confidential Information does not include any information that is: (i) already public when the Disclosing Party discloses it to the Receiving Party or becomes public (other than as a result of breach of these terms by the Receiving Party) after the Disclosing Party discloses it to the Receiving Party; (ii) lawfully obtained, after it is disclosed under this agreement, from a third-party who is not otherwise bound by a confidentiality agreement with the Disclosing Party; (iii) already in the possession of the Receiving Party or any of its Representatives on a non-confidential basis prior to Disclosing Party’s disclosure; (iv) independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information and without violating any obligation under these terms; or (v) released without restriction by the Disclosing Party.

“Customer Content” means any data or content (i) manually inputted into the Cloud Services by Customer or any Authorized User; or (ii) generated from Customer’s use of the Products and made available to Customer through the Cloud Services or Software.

“Documentation” means any information, in written or electronic form, related to the use or functionality of the Products that S&SC provides or otherwise makes available to Customer.

“Equipment” means all tangible items, other than Documentation in written form, provided to Customer under an Order for use in connection with the ordered Products.  Equipment does not include the underlying industrial truck or tow tractor on which the Product operates or interacts, or any tangible items provided as an integrated component of an industrial truck or tow tractor, unless that integrated component is ordered as a field installation under an Order.

“Intellectual Property” means any copyright, trademark, trade secret, patent, application for patent, moral right, or other intellectual or proprietary right recognized by any jurisdiction, whether now existing or hereafter arising.

“Products” means the products listed in exhibit 1, consisting of the Documentation, Equipment, Services, Cloud Services and Software associated therewith.

“Professional Services” means the consultation, configuration and training services provided by or on behalf of S&SC in connection with the Products and purchased separately by Customer.

“Services” means the Site Survey Services, Prequalification Services, Support Services and Professional Services.

“Prequalification Services” means those review and analysis services performed to determine the feasibility of deploying one or more Products at a Customer site. 

“Site Survey Services” means those on-site survey and review services of a prequalified Product deployment site to determine the location of Equipment and formulate the Product scope.

“Software” means (i) all computer programs, whether in object code, script or other form, provided by or on behalf of S&SC as a component of the ordered Product, including computer programs incorporated into or otherwise running on the Equipment (“Embedded Software”); and (ii) all subsequent Updates.

“Support Services” means the installation, project management, implementation, maintenance and other support offerings for the Products as may be further set forth in a scope of work between the parties.

“Update” means minor changes, fixes or patches to a current version of Software to improve security or performance.

2. Orders and Products.

(a) Order Process.

(1) Subject to section 2(a)(2), on one or more occasions, S&SC issues Proposals to prospective customers for one or more Products or Services. Each Proposal constitutes S&SC’s offer to provide the quoted Products and Services in accordance with the terms of the Proposal, including the Proposal Terms. An entity may accept a Proposal by (1) signing and returning the Proposal to S≻ or (2) issuing a purchase order that attaches or otherwise references the Proposal, Proposal number or the quoted Products and Services. Any terms appearing in any such purchase order or acknowledgement document (including pre-printed or electronic terms, click-through terms or portal terms) will have no effect, and acceptance is limited to the terms of the applicable Proposal, including the Proposal Terms. Upon acceptance of a Proposal in accordance with this section 2(a)(1), the Proposal will constitute an Order. S&SC shall provide the ordered Products to Customer on the terms specified in the Order, subject to and governed by these terms. Customer shall ensure that it has the information systems (e.g., internet connectivity, network infrastructure) specified in the Documentation or, if not specified, reasonably necessary for Customer to use the ordered Products. Customer’s noncompliance with the preceding sentence will not relieve Customer of its payment obligations hereunder.

(2) Notwithstanding section 2(a)(1), where a Proposal includes Prequalification Services or Site Survey Services, S&SC has determined that such Services are necessary prior to issuing a Product Proposal. In such cases, the Product deployment may consist of up to three types of Orders, as follows:

A. Prequalification Proposal. Prior to issuing a Site Survey Services Proposal under section 2(a)(2)(B), S&SC issues a Proposal to perform Prequalification Services at the proposed Product deployment site. Upon acceptance of the Prequalification Services Proposal, in accordance with section 2(a)(1), Customer shall provide S&SC and its representatives (1) access to the proposed Product deployment site at mutually agreeable times; (2) an up-to-date and accurate CAD drawing with the dimensions and locations of network closets, HVAC systems and racking at the proposed Product deployment site (the “Customer-Provided CAD”); and (3) all other assistance and cooperation reasonably requested by S&SC or its representatives to pre-qualify the site. Customer hereby grants S&SC a non-exclusive, royalty-free license for S&SC and its representatives to use the Customer-Provided CAD as reasonably necessary to (i) perform the Prequalification Services; (ii) perform the Site Survey Services; and (iii) provide the Products to Customer.

B. Site Survey Proposal. Upon completion of the Prequalification Services at the proposed Product deployment site, S&SC shall issue a Proposal to perform Site Survey Services at the prequalified Product deployment site or shall inform Customer as to the inadvisability or incompatibility of the Products with the proposed Product deployment site. Upon acceptance of the Site Survey Services Proposal in accordance with section 2(a)(1), Customer shall provide S&SC and its representatives (1) access to the contemplated Product deployment sites at mutually agreeable times; and (2) all other assistance and cooperation reasonably requested by S&SC or its representatives to perform the Site Survey Services. Customer hereby authorizes S&SC and its representatives to take any photographs reasonably necessary to complete the Site Survey Services and, if applicable, prepare a Product Proposal and install and implement the Products at the contemplated Product deployment locations.

C. Product Proposal. Upon completion of the Site Survey, S&SC shall prepare and provide Customer with a Product Proposal under section 2(a)(1).

(b) Software. S&SC hereby grants Customer a limited, non-exclusive, non-transferable license, without the right to sublicense, to use the Software solely as necessary for Customer to use the ordered Products for Customer’s own internal business purposes in North America (the “Permitted Purpose”).Customer shall not, nor allow others to: (1) sell, lease, rent, timeshare, monetize or distribute the Software; (2) disassemble, decompile, reverse engineer or otherwise attempt to derive the Software’s source code; (3) publish, provide or otherwise make available to any non-party, any competitive, performance or benchmark tests or analysis relating to the Software; (4) remove, alter or obscure any proprietary notices thereon; (5) export the Software into any non-North American country; or (6) use any Embedded Software separately from the Equipment on which it is integrated, or for any purpose other than using and managing the Equipment on which the Embedded Software is installed. Any breach of the preceding sentence constitutes a material breach not capable of being cured. During the applicable warranty period or Product subscription, as those periods are identified in the Order, Customer shall receive, without charge, all commercially available Updates.

(c) Documentation. S&SC hereby grants Customer a non-exclusive, non-transferable license, without the right to sub-license, to use the Documentation solely for the Permitted Purpose. Customer may make a reasonable number of copies of the Documentation for back-up or archival purposes only but shall not remove, alter or obscure any proprietary notices thereon.

(d) Equipment

(1) Unless otherwise provided in an Order, shipments of Equipment to: (A) destinations within North America will be delivered, as applicable, FOB S&SC’s or manufacturer’s facility (Uniform Commercial Code); and (B) destinations outside North America will be delivered, as applicable, Free Carrier (FCA) S&SC’s or manufacturer’s facility (Incoterms® 2010).Customer shall not obligate S&SC or any manufacturer to be an importer or exporter into or out of any country.

(2) Customer shall have the right to inspect the Equipment within five days of its receipt (the “Inspection Period”).If Customer reasonably determines that any Equipment is out of compliance with the Documentation or the applicable Order, Customer shall notify S&SC in writing, specifying the details of noncompliance, and shall furnish any evidence reasonably requested by S&SC. Customer will be deemed to have irrevocably accepted the Equipment unless Customer notifies S&SC in writing of any nonconforming Equipment during the Inspection Period. If Customer timely notifies S&SC of any nonconforming Equipment, S&SC shall either: (A) correct or replace, at its expense, the nonconforming Equipment; or (B) refund or credit the portion paid and associated with the nonconforming Equipment. At S&SC’s option, Customer shall ship to an address provided by S&SC, at S&SC’s expense and risk of loss, or make available to S&SC the nonconforming Equipment. If S&SC opts to replace the nonconforming Equipment, it will do so at its expense and risk of loss after receiving the nonconforming Equipment. The remedies set forth in this section 2(d)(2) are Customer’s exclusive remedies for the delivery of nonconforming Equipment. Notwithstanding the preceding sentence, Customer’s acceptance of Equipment under this section does not waive Customer’s rights under any warranty certificate or subscription coverage document.

(3) Customer shall: (A) use the Equipment solely for the Permitted Purpose; and (B) not, nor allow others to, disassemble or reverse engineer the Equipment or remove any proprietary notices thereon. At all times while title to any Equipment is held by S&SC, The Raymond Corporation (“Raymond”) or Raymond Leasing Corporation, Customer shall (X) not sell that Equipment (any sales of Equipment by Customer are hereby void ab initio); (Y) protect that Equipment with equal or better care than Customer protects similar types of equipment owned or controlled by Customer, but with no less than a reasonable degree of care; and (Z) upon prior notice, permit S&SC, Raymond, Raymond Leasing Corporation and any of their authorized representatives to inspect that Equipment.

(e) Cloud Services.

(1) To the extent an ordered Product includes Cloud Services, S&SC hereby grants Customer a non-exclusive, non-transferable right to enable any Customer employee or contractor (each, an “Authorized User”) to access and use the Cloud Services solely for the Permitted Purpose. Customer shall ensure that each Authorized User uses the Cloud Services in compliance with these terms and will remain liable to S&SC for any acts or omissions associated with an Authorized User account. Customer shall not, and shall ensure that Authorized Users do not: (A) remove, alter or obscure any copyright, trademark or other proprietary notices; (B) use or access any Cloud Service to provide service bureau, time-sharing or other services to non-parties or make any Cloud Service available to non-parties as a managed or network provisioned service; (C) reverse engineer, decompile, disassemble or otherwise attempt to derive any Cloud Services source code; (D) modify or create derivative works based on the Cloud Services; (E) attempt to undermine the security or integrity of the Cloud Services or attempt to gain unauthorized access to any Cloud Service; (F) attempt to view, access or copy any material or data other than that which Customer is authorized to access; (G) transmit, input or store any Customer Content that breaches any non-party right (including the rights of Customer’s employees); (H) attack, disrupt or perform a penetration test on any Cloud Service; or (I) use or access the Cloud Services in order to build a similar or competitive product. Any breach of the preceding sentence constitutes a material breach not capable of being cured. Customer shall ensure that each Authorized User has its own unique login credentials and that no Authorized User shares its password with anyone, including other Authorized Users. Customer shall use reasonable efforts to prevent and terminate unauthorized use of and access to any Cloud Service. Customer shall promptly notify S&SC of any known or reasonably suspected unauthorized use of, or access to, any Cloud Service.

  (2) Customer acknowledges that S&SC may, on one or more occasions, add, modify, discontinue or deprecate Cloud Service features or functionality, provided such changes do not materially degrade the core functionality of the Product. S&SC shall have the right to immediately suspend any portion of Customer’s access to and use of the Cloud Services, including any Authorized User’s account, if S&SC determines that its access to or use of the Cloud Services (A) is prohibited by law or these terms; (B) poses a security threat to the Cloud Services, S&SC or any non-party; or (C) may adversely impact the integrity of the Cloud Services or the content of any non-party. S&SC shall provide Customer with prior notice of any suspension; provided, however, if prior notice is not possible or is otherwise unreasonable, S&SC shall notify Customer as soon as reasonably possible. Any suspension hereunder will not excuse Customer’s payment obligations.

(3) S&SC shall provide the Cloud Services to Customer in accordance with exhibit 2 (the “SLA”).Customer acknowledges that the service credits, as calculated in the SLA, are Customer’s exclusive remedy for S&SC’s breach of the preceding sentence.

  (4) The ordered Product might include Customer access to the Raymond GATEWAY™ Cloud Service. S&SC shall ensure Raymond provides the Raymond GATEWAY Cloud Service in compliance with the standards set forth in exhibit 3.

(f) Services. S&SC shall perform the Services in accordance with accepted industry standards. S&SC shall have the right to engage one or more subcontractors to perform the Services; provided, however, S&SC shall remain liable to Customer for the performance of its subcontractors. If Customer prevents S&SC from, or delays S&SC in performing, any Service, S&SC shall be entitled to an equitable adjustment in the schedule for performance and the compensation otherwise payable to it under the Order or this agreement.

(1) Support Services.

A. S&SC shall provide the Support Services specified in each Order and exhibit 4. Customer shall promptly notify S&SC of any anticipated delays or deficiencies in Customer’s performance of its responsibilities. Customer shall (1) stay current with software updates, fixes and releases not provided under these terms or the Order, as applicable, but used in conjunction with the ordered Products; (2) perform routine maintenance on software not provided under the Order but used in conjunction with the ordered Products; (3) promptly install, or permit S&SC to install, Updates; (4) ensure that all Customer employees and contract employees using the ordered Products are sufficiently trained; (5) supply copies of screens, program errors or both, as requested by the Help Desk (defined in exhibit 4); (6) assist the Help Desk in replicating the problem; (7) inform the Help Desk of any non-S&SC modifications and third party installations; and (8) provide notice of business acceptance on fixes to problems reported.

B. Following the expiration of a Product warranty period, Customer may, if available for the Product, subscribe to post-warranty Support Services for the Product. If Customer does not remain current with its post-warranty Support Service payment obligations, S&SC may suspend its performance of post-warranty Support Services until such time as Customer is no longer in breach of its payment obligations. If, at any time following expiration of a Product warranty period, Customer is not currently subscribed to post-warranty Support Services and Customer seeks to subscribe to or re-initiate post-warranty Support Services, Customer shall pay S&SC (1) an additional one-time fee for restoration; and (2) unpaid post-warranty Support Service fees (calculated using S&SC’s then current charges) for every year following the expiration of the Product warranty (pro-rated, as applicable) that Customer was not subscribed to post-warranty Support Services.

2. Professional Services. Customer acknowledges that any Professional Services ordered, but unused, as of the expiration or termination of the applicable Order are forfeited and otherwise nonrefundable. Customer acknowledges that the Professional Services might not be sufficient for Customer’s intended purpose or that Customer might not achieve any particular results from its use of the Professional Services. Customer may accept or reject any recommendations made by S&SC or its subcontractors in providing the Professional Services and, except as otherwise set forth in these terms, Customer assumes all risk and liability resulting from its use of the information and recommendations delivered thereunder.

(g)  Customer Content.

(1) Customer is responsible for all Customer Content and the preservation thereof. Customer has and shall maintain the legal bases and right to share Customer Content with S&SC and its service providers. Customer shall secure and maintain all rights and permissions to enable S&SC to fulfill its obligations and exercise its rights under this agreement or the Order without violating the rights of any non-party or otherwise obligating S&SC or its sub-processors. S&SC does not assume any obligations with respect to the Customer Content other than as expressly set forth in these terms or as required by applicable law.

(2) If S&SC or its service providers Process any Personal Information (as those terms are defined in the DPA) on Customer’s behalf in the provision of the Products, the Data Processing Addendum at https://www.raymondcorp.com/terms-of-use/iwarehouse-terms-and-conditions-archive (“DPA”), as may be updated on one or more occasions and is hereby incorporated by reference, will apply and form a part of these terms. Updates to the DPA will not constitute an amendment to these terms. In the event of a conflict between these terms and the DPA, the DPA will prevail as to the Processing of Personal Information.

(h) One or more Products might be subject to additional terms (the “Product Specific Terms”) specific to that Product. The Product Specific Terms are available at https://www.raymondcorp.com/terms-of-use/iwarehouse-terms-and-conditions-archive and are hereby incorporated by reference and form a part of these terms.

(i) Customer as a Third-Party Logistics Provider. Notwithstanding anything to the contrary in these terms, Customer may use the Products to perform services on behalf of its own customers in a third-party logistics (3PL) capacity, provided that: (1) as to a particular third-party customer, the Permitted Purpose means the third-party customer’s internal business purposes in North America; (2) Customer does not resell, sublicense, or otherwise transfer any rights in the Products to its customer; and (3) Customer shall remain fully responsible and liable for all use of the Products, including access to and use of the Cloud Services or Customer Content by or for the benefit of such third-party customers. S&SC shall have no direct liability or obligation to any such third-party customer, and this agreement or the Order shall not create any third-party beneficiary rights. Customer shall indemnify, defend and hold S&SC harmless against all losses, liabilities, claims, damages, suits, expenses (including reasonable attorneys’ fees) arising from or in connection with (i) a claim by any customer of Customer that it has acquired any rights in the Products or under these terms; or (ii) any agreement between Customer and its customers. The parties acknowledge that any representations or warranties made by S&SC under the Order, including any Product warranty, are for the benefit of Customer and not any third-party customers.

3. Price and Payments.

(a) For each Order, Customer shall pay the fees invoiced under section 3(c).Customer shall have no right to offset against any other payments due to S&SC. Any payment disputes must be submitted by Customer in good faith before the payment due date. Except as expressly set forth herein, all payments are final and non-refundable regardless of subsequent performance. In addition to any other remedies it might have, S&SC may suspend Customer’s access to and use of any Cloud Service during such time as any undisputed amount owed by Customer is past due. S&SC may require advance payment or additional assurances if S&SC reasonably believes Customer’s ability to pay is impaired.

(b) Customer shall pay all taxes and fees imposed upon the provision of the Products and Professional Services, whether levied or assessed upon Customer or S&SC. Customer acknowledges that the prices set forth in an Order might not include any tax, excises, duties, tariffs, fees or other governmental charges. Customer is not responsible for the payment of any taxes based on the net or gross income of S&SC.

(c) Invoices.

(1) Subject to section 2(c)(2) and the following two sentences, S&SC shall issue invoices to Customer. If Customer is leasing any Product from Raymond Leasing Corporation, Raymond Leasing Corporation will invoice Customer for the Product under the terms of the underlying lease agreement. To the extent Customer’s procurement of one or more Products is financed by or leased from a Third-Party Lessor as contemplated under section 3(d), S&SC shall invoice the Third-Party Lessor for that portion of the Products so financed or leased; provided, however, if Third-Party Lessor does not pay any invoiced amounts in full when due, S&SC may invoice Customer and Customer shall pay S&SC those unpaid amounts. Customer shall not delay or condition payment on any dispute with the Third-Party Lessor.

(2) Consolidated Invoicing. Notwithstanding section 3(c)(1), to the extent Customer has elected and is authorized to participate in consolidated invoicing, Customer acknowledges that Raymond, on behalf of S&SC, will render a single consolidated invoice for the eligible Products ordered hereunder and other products and services Customer purchases from Raymond, S&SC or any of their affiliates. Customer acknowledges that consolidated invoicing is extended to Customer as a courtesy and that Raymond has no liability to Customer hereunder.

4. Term and Termination.

(a) This agreement is formed upon acceptance of the Proposal and will expire on the expiration or termination of the Order (the “Term”).

(b) Termination.

(1) With Cause: Either party may immediately terminate the Order (A) due to a material breach by the other party that, if capable of being cured, is not cured within 60 days after receipt of written notice describing the breach; (B) anyone commences an involuntary case against the other party under any bankruptcy or insolvency laws and either (i) the case is not dismissed by midnight at the end of the 60^th day after commencement or (ii) the court before which the case is pending issues an order for relief or similar order approving the case; or (C) the other party becomes insolvent. S&SC may deem Customer’s failure to pay any amount when due a material breach not capable of being cured.

(2) Without Cause: Either party may terminate the Order without cause upon 60 days’ prior notice to the other party.

(c)  Effect of Termination. Upon termination of the Order, the following fees are immediately due and payable by Customer: (1) All amounts owed by Customer under the Order as of the effective date of termination, including applicable subscription cancellation fees; and (2) All other fees attributable to a minimum term or non-cancelable commitment applicable to the Order (e.g. remote hosting fees, cellular fees, non-party licensing fees) for the remainder of that minimum term or commitment, regardless of whether those fees would otherwise be payable in the future. The payment obligations set forth in this section 4(c) will survive the termination or expiration of the Order. Notwithstanding the foregoing, Customer shall have no payment obligation under section 4(c)(2) if Customer terminates the Order for cause under section 4(b)(1).

5. Intellectual Property RIGHTS.

(a) As between the parties, S&SC retains all Intellectual Property rights in and to the Products and all modifications or enhancements thereto, including those developed in collaboration with or suggested by Customer. The granting of access to any Cloud Service by S&SC should not be construed as granting or conferring any rights by license in the Cloud Services. Customer shall not, during the Term or at any time thereafter, attack the Intellectual Property rights of S&SC or its licensors or service providers in and to the Products.

(b) Customer retains all Intellectual Property rights in and to the Customer Content. Customer hereby grants to S&SC a worldwide, non-exclusive, paid-up, transferable, perpetual and, with respect to section 5(b)(4), irrevocable license for S&SC, its affiliates service providers and sub-processors to use, store, copy, transfer, modify, make available and communicate the Customer Content (1) as reasonably necessary to provide the ordered Products to Customer; (2) to improve and develop Raymond and S&SC products and services; (3) to market products and services to Customer; and (4) to aggregate deidentified Customer Content with that of others to use for any business purpose during or after the Term, provided that S&SC shall not use such aggregated data in a manner that identifies Customer or any data subject.

6. Representations and Warranties.

(a) Each party represents and warrants to the other that it has the full power, capacity and authority to enter into and perform its obligations under this agreement and to make the grant of rights contained herein, and its performance hereunder does not violate or conflict with any other agreement to which it is a party.

(b) Products are warranted solely in accordance with the warranty certificate, if any, accompanying each Proposal, incorporated herein by reference, for the benefit of Customer only.

(c) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR AN ORDER, S&SC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR TITLE, AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED.ANY EMPLOYEES, REPRESENTATIVES, AGENTS, OR DISTRIBUTORS OF S&SC ARE NOT AUTHORIZED TO MODIFY OR MAKE ADDITIONS TO THIS WARRANTY THAT ARE BINDING ON S&SC.ANY SUCH STATEMENTS, WHETHER WRITTEN OR ORAL, DO NOT CONSTITUTE ADDITIONAL WARRANTIES.

7. Confidentiality.

(a) The party, its affiliates or agents that receives Confidential Information (the “Receiving Party”) of the other party, its affiliates or agents (the “Disclosing Party”) shall: (1) treat the Disclosing Party’s Confidential Information as confidential; (2) use the same degree of care as it maintains the confidentiality of its own confidential information, but in no event will the Receiving Party use less than a reasonable degree of care to maintain the confidentiality of Disclosing Party’s Confidential Information; (3) not use the Disclosing Party’s Confidential Information for any purpose other than as expressly permitted by or in connection with its obligations under this agreement; and (4) prevent disclosure of the Disclosing Party’s Confidential Information to third parties; provided, however, disclosure may be made on a confidential basis to Receiving Party’s parent, subsidiary and affiliate companies, and their officers, directors, employees and contract employees, agents, consultants, financing sources and advisors (collectively, “Representatives”) who need to know in connection with this agreement, so long as the Representatives are aware of the confidential nature and are bound to preserve the Confidential Information’s confidentiality. The Receiving Party shall be responsible for ensuring that its Representatives keep the Confidential Information confidential, do not disclose or divulge the same to any unauthorized person or entity and abide by the use restrictions contained herein. If either party or any of its Representatives loses or makes an unauthorized disclosure of the Confidential Information, it shall promptly notify the other party, provide a description of the circumstances of the loss or unauthorized disclosure and use reasonable efforts to retrieve the lost or wrongfully disclosed Confidential Information.

(b) For the avoidance of doubt, all Customer Content will constitute Customer’s Confidential Information. Notwithstanding anything to the contrary in this section 7, (1) S&SC’s obligations to return or destroy Confidential Information upon termination or expiration of this agreement will not apply to Customer Content to the extent S&SC is permitted to retain or use such Customer Content in accordance with the licenses and rights expressly granted under this agreement; and (2) Customer’s Confidential Information does not include any feedback, suggestion or idea provided by Customer regarding a Product or potential product. S&SC and its affiliates may use, profit from, disclose, publish and otherwise exploit any feedback, suggestion or idea, without compensation or other obligation to Customer, and Customer hereby relinquishes and waives any Intellectual Property right it might have in that feedback, suggestion or idea. Aggregated and de-identified data derived from Customer Content will not constitute Customer’s Confidential Information.

(c) The Disclosing Party’s Confidential Information, and all permitted copies, will remain the property of the Disclosing Party, and the Disclosing Party shall have the right to demand its return, in whole or in part, at any time, upon giving written notice to the Receiving Party. Upon receipt of notice, the Receiving Party shall return the Confidential Information and all copies in its possession to the Disclosing Party as soon as is reasonably practical, but in no more than 30 days. Confidential Information incorporated in documents will be destroyed by Receiving Party. If the Receiving Party has destroyed any copies of Disclosing Party’s Confidential Information, Receiving Party shall confirm the destruction in the letter accompanying the return of any documents or copies. Notwithstanding the foregoing sentences, (1) the Receiving Party shall not be obligated to return or destroy any Confidential Information the Receiving Party is retaining pursuant to a document retention hold established in connection with any civil or criminal investigation or litigation for the period the document retention hold is in effect, at which time the Confidential Information will be returned to the Disclosing Party or destroyed as aforesaid; and (2) to the extent Receiving Party’s computer back-up procedures create copies of the Confidential Information, the Receiving Party may retain copies in its archival or back-up computer storage for the period the Receiving Party normally archives backed-up computer records.

(d) The Receiving Party may disclose the Disclosing Party’s Confidential Information that it is obligated to produce by law or under order of a court of competent jurisdiction or other similar requirement of a government agency, for the limited purpose required by the court or government agency, so long as the Receiving Party, to the extent legally permitted, provides the Disclosing Party with prompt written notice with sufficient time to permit the Disclosing Party to seek a protective order to protect its Confidential Information from disclosure.

(e) Each party recognizes that the Disclosing Party might have no adequate remedy at law if the Receiving Party does not comply with its obligations under this section 7. Therefore, a grant of injunctive relief would be appropriate to restrain any breach, threatened breach, or otherwise to specifically enforce any obligations of Receiving Party under this section.

(f) The obligations imposed and rights conveyed by this section 7 will continue for three years following the termination or expiration of this agreement; provided, however, that with respect to Confidential Information constituting a trade secret under applicable law, such obligations will survive for so long as the information remains a trade secret.

8. Indemnification.

(a) S&SC Indemnification. S&SC shall defend, indemnify, and hold harmless Customer and its officers, directors, employees and agents against all losses, damages, penalties, judgments, liabilities, settlements and expenses, including reasonable attorney fees and other expenses of litigation, settlement or defense (collectively, “Indemnifiable Losses”) arising out of or resulting from any claim, suit, proceeding or cause of action brought by a third party (each, a “Claim”) in connection with an allegation that Customer’s use of the Products infringes or misappropriates the Intellectual Property rights of any non-affiliated third party. Notwithstanding the foregoing, S&SC shall have no defense or indemnity obligation for Claims arising from (1) Customer’s use of the Products not in compliance with this agreement, the Documentation or S&SC’s reasonable instructions; (2) modification to any portion of the Products not approved in writing or performed by S&SC or its agents (3) S&SC’s or any of its representatives’ conformance with specifications provided by Customer; (4) any use of the Products in combination with other products, equipment, software or data not supplied by S≻ or (5) Customer’s failure to implement an update or enhancement provided by S&SC. If any Product becomes, or is likely to become, the subject of a Claim, then, in addition to defending the Claim and paying any damages as required in this section 8(a), S&SC may replace or modify the Products, providing not less than the functionalities specified in this agreement and the applicable Orders, to make them non-infringing or misappropriating; or procure for Customer the right to continue using the Products. If S&SC determines that neither of the foregoing is feasible or otherwise reasonable, S&SC shall have the right to immediately terminate the applicable Orders and refund to Customer the prorated portion of any amounts paid thereunder. The remedies set forth in this section 8(a) are Customer’s exclusive remedy, and S&SC’s sole liability, for any Claim.

(b) Customer Indemnification. Customer shall defend, indemnify and hold harmless S&SC, Raymond, Raymond Leasing Corporation and the officers, directors, employees and agents of each against all Indemnifiable Losses arising out of or resulting from any Claim in connection with (1) Customer’s or any of its contractor’s, subcontractor’s or agent’s use of the Products not in accordance with the Documentation, the Permitted Purpose, this agreement or in any unlawful manner; (2) the negligence or intentional misconduct of Customer or its employees, agents, servants, subcontractors or vendors; (3) any breach or alleged breach of this agreement by Customer; or (4) an allegation that any Customer Content infringes or misappropriates any Intellectual Property right, privacy or other legal right of any non-party.

(c) Procedure. A party (the “Indemnified Party”) seeking indemnification or defense shall give prompt notice to the other party (the “Indemnifying Party”) upon learning of any Claim. If the Indemnified Party does not promptly notify the Indemnifying Party of the Claim, the Indemnifying Party will be relieved of its indemnification and defense obligations with respect to the Claim to the extent the Indemnifying Party was prejudiced by that failure. The Indemnified Party shall allow the Indemnifying Party to control the defense and settlement of the indemnified Claim and shall reasonably cooperate with the Indemnifying Party. After the Indemnifying Party assumes the defense of the indemnified Claim, the Indemnified Party will bear the expenses of any additional counsel retained by the Indemnified Party, and the Indemnifying Party will not be liable to such party under this agreement for any legal or other expenses subsequently incurred by the additional counsel. The Indemnifying Party shall use counsel reasonably experienced in the subject matter at issue and shall only settle a Claim without the written consent of the Indemnified Party if the settlement (1) does not entail any admission on the part of the Indemnified Party that it violated any law or infringed the rights of any person; (2) has no effect on any other claim against the Indemnified Party; (3) provides as the claimant’s sole relief monetary damages that are paid in full by the Indemnifying Party; and (4) requires that the claimant releases the Indemnified Party from all liability alleged in the Claim.

9. LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, BUSINESS INTERRUPTION OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF REVENUE (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE, OR REPUTATION, WHETHER ARISING UNDER CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THESE EXCLUSIONS APPLY EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES, AND EVEN IF ANY REMEDY FAILS OF ITS INITIAL PURPOSE.IN NO EVENT WILL THE CUMULATIVE LIABILITY OF S&SC, TOGETHER WITH ITS SUPPLIERS, LICENSORS AND AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED THE TOTAL PAYMENTS RECEIVED BY S&SC FROM CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE LIABILITY, WHETHER ARISING UNDER WARRANTY/GUARANTEE, CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, DEFENSE OR ANY OTHER CAUSE OR COMBINATION OF CAUSES. Nothing in this section will limit Customer’s payment obligations or amounts owed for early termination.

10. Force Majeure. S&SC shall not be liable to Customer, nor be deemed to have breached this agreement, for any failure or delay in fulfilling or performing any term of this agreement when and to the extent the failure or delay is caused by or results from any event or circumstance, whether or not foreseeable, beyond the reasonable control of S&SC.

11. Third Party Beneficiary. Raymond and, to the extent Customer leases any Products from Raymond Leasing Corporation, Raymond Leasing Corporation are intended third party beneficiaries of this agreement, and shall be entitled to directly enforce and rely upon, each provision of this agreement that confers a right or remedy in its favor.

12. Assignability. Except with S&SC’s prior written consent, Customer shall not assign its interest in, or delegate any of its duties under, this agreement or the Order, in whole or in part. Any change of control of Customer (including by merger, consolidation or sale of all or substantially all of Customer’s assets) will be deemed an assignment or delegation in violation of this section. Any unauthorized assignment or delegation will be null, void and of no force or effect and will constitute a material breach of this agreement.

13. Governing Law. The laws of the State of New York govern the validity, interpretation and performance of this agreement as well as all adversarial proceedings arising out of this agreement, without giving effect to any laws, rules or provisions that would cause application of the laws of any jurisdiction other than the State of New York. If either party brings against the other party any proceeding arising out of this agreement, that party shall bring that proceeding only in a state court located in Chenango County, New York or a federal court located in the Northern District of New York. The application of the United Nations Conventions on Contracts for the International Sale of Goods is excluded.

14. Notice. All notices must be in writing and will be deemed received on delivery, or two business days after mailing by certified or registered post addressed to the party to whom notice is given at the address of the party stated above.

15. Entire Agreement; Waivers. This agreement, together with the Order and, if applicable, the DPA and Product Specific Terms, contains the entire agreement between the parties and supersedes all prior agreements, whether oral or written, relating to the subject matter herein. There are no understandings, inducements, commitments, conditions, representations or warranties, whether direct, indirect, collateral, express or implied, oral or written, from either party to the other, other than as contained in this agreement. No waiver or satisfaction of a condition or nonperformance of an obligation under this agreement will be effective unless it is in writing and signed by the party granting the waiver.

16. Independent Contractors. The parties are independent contractors only and are not partners, master/servant, principal/agent or involved as parties to any other similar legal relationship with respect to the transactions contemplated under this agreement, and no fiduciary, trust, or advisor relationship, nor any other relationship imposing vicarious liability exists or will exist between the parties under this agreement or otherwise at law.

17. Severability. If a dispute between the parties arises out of this agreement or the subject matter herein, the parties desire that the court interpret this agreement as follows: (a) with respect to any provision that the court holds to be unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable or, if that modification is not permitted by law, by disregarding that provision; and (b) if an unenforceable provision is modified or disregarded in accordance with this section, by holding that the rest of the agreement will remain in effect as written; and (c) if modifying or disregarding the unenforceable provision would result in a failure of an essential purpose of this agreement, by holding the entire agreement unenforceable.

18. Amendment. No changes or modifications to this agreement will be effective unless it is in writing and signed by both parties.

19. Publicity. S&SC and Raymond may identify Customer as a customer for any marketing or advertising purposes.

20. Right to Audit AND INSPECT. Customer shall, whenever requested, promptly advise S&SC and its representatives of the exact location of Equipment. Upon no less than 30 days written notice, S&SC and its representatives may inspect Customer’s use of the Products to verify Customer’s compliance with this agreement. Customer shall cooperate with S&SC’s inspection and provide reasonable assistance and access to information and its facilities. Inspections will be conducted during normal business hours and in such a manner as to not unreasonably interfere with or disrupt Customer’s normal business operations. S&SC and its service provides shall have the right, at any time, on one or more occasions and with no prior notice, to audit Customer’s use of the Cloud Services to verify Customer’s compliance with this agreement. If any audit reveals any noncompliance with the terms of this agreement, Customer shall promptly correct any noncompliance.

21. COUNTRY SPECIFIC TERMS.

(a) Canada. The terms of this section 19(a) only apply for the procurement and use of the Product within Canada.

  (1) Customer acknowledges that S&SC, its processors and subprocessors transfer and store Customer Content, including any Personal Information contained therein, in the United States. Customer agrees that S&SC may transfer and/or store Customer Content outside Canada.

(2) Governing Law. Section 13 is deleted in its entirety and replaced with the following: “The laws of the Province of Ontario govern the validity, interpretation and performance of this agreement as well as all adversarial proceedings arising out of this agreement, without giving effect to any laws, rules or provisions that would cause application of the laws of any jurisdiction other than the Province of Ontario. If either party brings against the other party any proceeding arising out of this agreement, that party shall bring that proceeding only in the Province of Ontario, and each party hereby submits to the exclusive jurisdiction of the courts of the Province of Ontario for purposes of any such proceeding. The application of the United Nations Conventions on Contracts for the International Sale of Goods, the Sale of Goods Act (Ontario) (or any equivalent applicable legislation), or any amendments thereto, are expressly excluded by the parties.”

(3) English Language. The parties confirm that it is their express wish that this agreement, as well as any other documents relating to this agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s’y rattachant, y compris tous avis, annexes et autorisations, soient rédigés en langue anglaise seulement.

 

 

EXHIBIT 1

PRODUCTS

 

 

 

 

EXHIBIT 2

SERVICE LEVELS

1. The Cloud Services will achieve a monthly uptime percentage of at least 99.7% (the “Service Level”), where uptime is calculated as the total number of minutes in a calendar month minus the number of minutes of unavailability suffered in that calendar month, as such unavailability is limited in section 2, divided by the total number of minutes in the calendar month. If the Service Level is not met during any calendar month, then Customer, as its exclusive remedy, may, upon written request to S&SC in accordance with section 3 (a “Service Level Claim”), request a service credit calculated as follows:

Service Level	Service Credit
99.7% Cloud Service availability as averaged over a calendar month	5% monthly fees attributable to the Cloud Service during the affected calendar month

Upon approval of Customer’s Service Level Claim, S&SC shall provide the service credit on a future amount owing from Customer.  All Service Level Claims are subject to review and verification by Raymond.  All service credits will be based on Raymond’s or its sub-processor’s measurement of its performance and will be final.

2. A Cloud Service will not be considered unavailable, even if the Cloud Service is not actually accessible to an individual user or equipment, if such inaccessibility is due to: (a) Scheduled or emergency maintenance; (b) Customer’s Internet or cellular connectivity; (c) Internet traffic outages, delays or problems not under S&SC’s, Raymond’s or Raymond’s sub-processor’s reasonable control; (d) Customer’s failure to meet minimum hardware or software requirements set forth in this agreement or the Product specifications; (e) hardware, software or services not provided by or on behalf of S≻ (f) issues with Customer’s network infrastructure; (g) Denial of Service (“DoS”) or Distributed DoS attacks; or (h) any acts or omissions of the Customer, its representatives, contractors or subcontractors, other than the acts or omissions of S&SC or its representatives, or any use or user of the service authorized thereby.

3. Customer shall submit all Service Level Claims within 30 days of the end of the month during which S&SC did not meet the Service Level and provide the following information:

(a) Customer name and locations affected;

(b) Name, email address and telephone number of a Customer designated contact; and

(c) Date, time and description of the downtime.

 

 

 

EXHIBIT 3

RAYMOND GATEWAY CLOUD SERVICE SECURITY STANDARDS

 

1. Service-Level Security.

(a) At the service level, Raymond uses a defense-in-depth strategy that protects data through multiple layers of security (physical, logical and data).A defense-in-depth strategy ensures that security controls are present at various layers of the service and that, should any one area fail, there are compensating controls. The strategy also includes tactics to detect, prevent, and mitigate security breaches. This involves regular improvements to service-level security features, including, but not limited to:

(1) Port scanning and remediation

  (2) Perimeter vulnerability scanning

(3) Operating system security patching

(4) Network-level distributed denial-of-service (DDoS) detection and prevention

(b) Preventing breaches involves deleting unnecessary accounts when an employee leaves, changes groups, or does not use the account prior to its expiration. When commercially reasonable, human intervention is replaced by an automated, tool-based process.

(c) Raymond continues to invest in systems automation that help identify abnormal and suspicious behavior and respond quickly to mitigate security risk. Raymond is also evolving an effective system of patch deployment that generates and deploys solutions to problems identified by the monitoring systems. Raymond conducts penetration tests to enable regular improvement of incident response procedures. These internal tests help Raymond security experts create a methodical, repeatable, and optimized response process and automation.

2. Physical Layer – Facility. Raymond’s datacenter has redundant power lines with redundant UPSs, generators, environmental systems, redundant, diverse network connections, online and offsite daily backups of data and a fully configured disaster recovery site with 48 hour RPO and 48 hour recovery time objective (RTO) timeframes. Datacenter access is restricted 24 hours a day by job function—with access given to essential personnel. Physical access control uses multiple authentication and security processes, including badges, on-premises security officers, and continuous video surveillance. The datacenters are monitored using motion sensors, video surveillance, and security breach alarms. In case of a natural disaster, security also includes automated fire prevention and extinguishing systems. Raymond’s obsolete storage media disposal process for hard drives and tape media leaving Raymond facilities is accomplished by physically drilling the media onsite. This goes beyond the "purge" requirement for these types of media defined by the NIST SP 800-88 document. For hard drives that are going to be repurposed, Raymond purges that media using over three passes of random overwrites, which conforms to the DoD 5220.22-M wipe standard.

3. Physical Layer – Network. Perimeter protection is implemented using controlled devices at the network edge and on points throughout the network. The overarching principle of Raymond’s network security is to allow only connections and communications that are necessary to allow systems to operate, blocking other ports, protocols and connections. Access control lists (ACLs) implemented in the form of tiered ACLs on routers, firewall rules and host based firewall rules are implemented in the network with restrictions on network communication, protocols, and port numbers. Raymond uses edge router security for monitoring at the network layer. Networks within Raymond’s datacenter are further segmented to provide physical separation of critical back-end servers and storage devices from the public-facing interfaces. Raymond retains system logs for auditing and review.

4. Logical Layer. The logical layer of security involves controls and processes implemented to secure the host machines, applications running on those hosts and from administrators that may perform any work on those host machines and applications.

5. Anti-malware, Patching, and Configuration Management. The use of anti-malware software is a principal mechanism for protection of Customer assets from malicious software. The software detects and prevents the introduction of computer viruses and worms into the systems. Anti-malware software provides both preventive and detective control over malicious software. Changes, such as updates, hotfixes, and patches made to the production environment, follow the same standard change management process. Patches are implemented within the time frame specified by the issuing company. Changes are both reviewed and evaluated by Raymond teams for applicability, risk, and resource assignment prior to being implemented.

6. Protection from Security Threats.

(a) Threat management strategy is a composite of identifying a potential threats intent, capability, and probability of successful exploitation of a vulnerability. The controls used to safe guard against such exploitations are founded upon industry-accepted security standards. The overall cyber threat landscape has evolved from traditional opportunistic threats to also include persistent and determined adversaries. Raymond provides Security Awareness training to all Raymond employees to address the evolving technical and non-technical security threats. Training provides current and relevant content for key threats such as phishing, use of privileged access and social engineering. This training is conducted annually and is mandatory for all Raymond employees.

(b) Raymond continually improves its built-in security features. These include port scanning and remediation, perimeter vulnerability scanning, operating system patches, DDoS detection and prevention and live site penetration testing.

(c) Raymond’s system and security alerts are harvested and correlated via an internal analysis system. The signals analyze alerts that are internal to the system as well as external signals.

(d) Raymond maintains a diligent incident response process, standard operating procedures in case of an incident, ability to deny or stop access to sensitive data and identification tools to promptly identify involved parties helps ensure that the mitigation is successful.

7. Advanced Threat Protection. Raymond employs an email filtering service that provides additional protection against specific types of advanced threats and a robust and layered anti-virus protection powered with three different engines against known malware and viruses.

8. Verification. Raymond has operationalized security into a process that can quickly adapt to security trends and industry-specific needs. Raymond engages in regular risk management reviews, and it develops and maintains a security control framework that meets the latest standards. Internal reviews are performed on a regular basis. Businesses today need productivity services that help users get more done while maintaining security in the face of ever-evolving threats. Raymond’s platform incorporates security at every level, from application development to physical datacenters to end-user access.

 

 

 

 

EXHIBIT 4

SUPPORT SERVICES

 

1. Help Desk. A help desk for system support issues (the “Help Desk”) will be available to Customer. By contacting 800.365.7865, Customer will be provided with a telephone number for the applicable supporting Solutions & Support Center. Customer will appoint one system administrator and one backup administrator to serve as the primary point of contact regarding maintenance services.

2. Issue Resolution.

(a) S&SC addresses incidents based on the severity of the incident. S&SC shall use reasonable efforts to respond to Customer within the timeframes specified herein. S&SC shall consider Customer input when assigning a severity level to individual incidents.

(b) S&SC incident severity levels are defined as follows:

(1) Severity 1 - Error renders the Product inoperable. The Product cannot be used and no usable work-around exists. The resulting situation is critical to the operation of Customer’s business and the situation is an emergency. For Severity 1 errors, S&SC telephonic response time is 60 minutes from receipt of Customer’s initial call. S&SC shall promptly commence corrective action but actual repair time will depend on the scope of effort required to correct, test and release the fix.

(2) Severity 2 - A Product function cannot be used or significantly affects Customer operations, but a usable work-around exists. Resulting situation has some material and adverse impact on operation of Customer’s business and the work-around allows Customer’s business to continue with restrictions. For Severity 2 errors, S&SC telephonic response time will be four hours from the receipt of Customer’s initial call. S&SC shall take corrective action and a fix will be delivered in a scheduled timeline depending on the scope of effort required to correct, test and release the fix.

(3) Severity 3 - The Product causes Customer minimal impact to its business operations, yet is desirable to resolve the failure because of restrictions to operations or usability issues to Customer personnel. For Severity 3 errors, S&SC telephonic response time shall be one business day from receipt of Customer’s initial call. S&SC may take corrective action as necessary and, if applicable, a fix will be scheduled on a priority basis for a further release of the Software at S&SC’s sole discretion.

(c) Problem resolution will depend on Customer’s maintaining its responsibilities set forth herein. Whenever a call is placed by Customer to S&SC for support, Customer shall provide the following information:

(1) Customer contact name, e-mail address, and telephone numbers (including area code);

(2) Detailed information about the nature and location of the incident;

(3) Any error messages associated with the incident and the events leading up to incident; and

(4) Detailed description of the incident, including tentative severity.

(d) Any additional services that Customer requests and S&SC agrees to perform will be billed on a time and materials basis subject to S&SC’s then-current applicable rates, with a one hour minimum charge for services provided from S&SC’s offices and an eight hour minimum charge for services performed at Customer’s site. Associated actual and reasonable expenses include travel, lodging and project expenses incurred in the performance of the additional services.