Last Revised: January 2017
TERMS AND CONDITIONS RELATED TO DOCUMENT STORAGE
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“CLIENT”) AND RICOH USA, INC. YOU ARE CONSENTING TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS (“ADDENDUM”).
Whereas, Client and Ricoh entered into a Statement of Work (“SOW”) for certain Services, including digital imaging.
Whereas, Client and Ricoh now desire to move Client’s Documents to a storage facility.
NOW, THEREFORE, in consideration of the mutual obligations contained in this Addendum, the parties agree as follows:
1. Definitions. For purposes of this Addendum, all terms shall have the same meaning as set forth in the SOW unless otherwise specified. “Documents” shall have the meaning ascribed to it in the SOW and also include, any personal property or information tendered by the Client, including but not limited to, 1) any property in the form of hard copy documents or records generally but not exclusively tendered in cartons; 2) any computer or tape media which would include tapes, microfiche, microfilm, radiology film, CDs and DVDs; or 3) any other electronically stored information such as document images or computer back-up data.
2. National Records Centers, Inc. (“NRC”). Any Customer Documents that have not been shredded or returned to Client per the terms of the SOW, shall be placed in a storage facility owned or operated by Ricoh’s contractor, National Records Centers, Inc. (“NRC”), or NRC’s subcontractors (together, “Company”). Ricoh reserves the right to agree to NRC moving, from time to time, at NRC’s expense and without notice to Client any storage inventories between NRC’s and/or its subcontractor’s storage locations.
3. Representations and Warranties.
a. Title to Stored Files, Records and Computer Media. Client warrants that it is and will be the owner or legal custodian of any files, records and computer media stored with Company pursuant to this Addendum and agrees that, in the event that Company and/or Ricoh is made a party to any litigation by reason of having possession of files, records or computer media pursuant hereto, Client will indemnify, hold harmless and defend Company and/or Ricoh from and against any costs, losses, damages or other liabilities, including reasonable attorney fees, resulting there from. Unless Company and/or Ricoh shall have explicitly agreed in writing, Company’s and/or Ricoh’s performance of services shall not cause Company and/or Ricoh to be deemed a “custodian” of the records or “designee” of Client with respect to such records, or have any other liability under state or federal law with respect to such records.
b. Restrictions on Stored Materials. Client will not at any time store with, or deliver any materials intended for destruction by means of shredding, to Company and/or Ricoh any materials which are highly flammable, explosive, toxic, radioactive, of a nature that they might attract vermin or insects, or which are otherwise illegal, dangerous or unsafe, or any material that is regulated under any federal or state law or regulation relating to the environment or hazardous materials. Client warrants that it shall only place paper materials in shredding collection receptacles. Client shall indemnify Company and/or Ricoh for damage to Company’s and/or Ricoh’s property or injury to individuals resulting for Client’s breach of this warranty. To the extent Client is packaging or delivering materials, Client will deliver all storage materials in a neat and orderly container, and stackable. Company and/or Ricoh reserve the right to replace and re-pack containers that are not in good condition or unable to be stacked in order to put the materials into proper condition for storage. Container costs and labor costs to replace and re-pack will be billed to Client, at Company's standard published rates which Ricoh will pass through to Client.
4. Fees. Client shall pay Ricoh for fees related to the storage services as set forth in the SOW in accordance with the payment terms of the SOW.
5. Destruction of Useless Records. Upon written instructions from Client or Ricoh on behalf of Client, Company may destroy stored material at Company's standard published rates. Client releases Company from all liability by reason of the destruction of stored materials pursuant to such authority. Paper based stored materials shall be destroyed by means of shredding. Computer or tape media shall be destroyed by incineration, disintegration, or pulverization.
6. Limitation on Filing of Actions. No action may be maintained against Company or Ricoh for loss damage, or destruction of Documents unless timely notice has been provided in accordance with the terms of the Agreement, and unless such action is commenced within the earlier of one (1) year after either: 1) the date of delivery or return of Documents to Client, or 2) the date the Client is notified of the loss, damage or destruction of Documents.
7. Access to Stored Deposits. Deposited files, records, computer media and information contained in such materials shall be delivered by Company only to Client's agent(s) as identified by Client to Company on Company's standard authorization form or as otherwise agreed to with Ricoh. Authority granted to any person(s) on Company's standard authorization form shall constitute, until changed, Client's representation that the identified person(s) have full authority to order any service and to deliver to and receive the Client's files and records, computer media and information contained in such materials. Such orders may be given in person, by telephone or in writing (fax, electronically or hard-copy). If there is no authorization form, any Client representative will have authority to order any service and receive from Company the Client’s files, records, and computer media and information contained in such materials. Unless Client instructs Company otherwise in writing, Client specifically instructs Company to leave Documents with Client representative who meets the Company courier, which Client representative may or may not be an Authorized Agent. Client represents and warrants that none of the Documents require protection from access by foreign persons because they contain technical information regarding defense articles or services within the meaning of the International Traffic in Arms Regulations (22 CFR 120) or technical data within the meaning of the Export Administration Regulations (15 CFR 730-774). If any Documents do contain such information, Client shall notify Ricoh of the specific Documents and acknowledge that special storage and service rates shall apply thereto.
8. Value of Deposits and Liability in Event of Loss of Storage Deposits. Client declares, for the purposes of this Addendum, that 1) with respect to hard-copy (paper) records, microfilm and microfiche Documents stored pursuant to this Addendum, the value of such stored items is $2.00 per carton, linear foot of open-shelf files, container or other storage unit, and 2) with respect to round reel tape, audio tape, film, data tape, cartridges or cassettes (non-paper media) stored pursuant to this Addendum, the value of such stored items is equal to the cost of replacing the physical media. Client acknowledges that it has declined to declare an excess valuation which an excess valuation fee would have been charged. Notwithstanding anything to the contrary in the Agreement, Ricoh’s liability, if any, for loss or destruction of, or damage to, Documents stored with Company is limited to the value of each Document as described above. Company and Ricoh reserve the right to replace non-paper media for which liability is so limited rather than pay the replacement cost. Client shall cause its insurers of Documents to waive any right of subrogation against Company or Ricoh.
9. Liability for Non-Storage Services. Notwithstanding anything to the contrary in the Agreement, Ricoh’s maximum liability with respect to services rendered by Company unrelated to storage (for which the provisions of Section 6.0 would apply), is one thousand dollars ($1,000). If Documents are placed in the custody of a third-party carrier for transportation, the carrier shall be solely responsible for any loss or destruction or, or damage to, such Documents while in the custody of the carrier.
10. No Consequential Damages. Notwithstanding anything to the contrary in the Agreement, in no event shall either party be liable to the other party for any indirect, special, consequential, exemplary, punitive, cover or incidental damages (including but not limited to loss of equipment, loss of revenue, loss of profits, loss of use, loss of goodwill, breach notification requirements to third parties under Federal and or state law, lost data, and reconstruction, arising out of this Addendum, regardless of whether action obtain such is brought under theory of tort, contract or any other theory, or whether such damages were foreseeable.
11. Force Majeure. In no event shall either party be liable for delay or inability to perform caused by acts of God, governmental actions, labor unrest, acts of terrorism, riots, seizure or legal process unusual transportation delays or other causes beyond its reasonable control, or because of loss or destruction of Documents for which Ricoh is not liable.
12. Miscellaneous. Captions contained in this Addendum are for convenient reference only and shall not be used in interpreting any of the provisions hereof. In the absence of an executed Addendum or SOW, the act of tendering material for storage and/or other services will constitute acceptance by Client to the terms, conditions, and rates of this Addendum. Company and/or Ricoh shall have, and may exercise, all rights granted to warehousemen by the Uniform Commercial Code as adopted in the state where the Deposits are stored.