--- title: Service Contract Terms & Conditions for Coverage Included in Equipment Sales --- [![Block Imaging - A Medical Imaging Equipment and Service Company](https://www.blockimaging.com/hubfs/BlockLogo_Horizontal_HEX%20copy.svg "Block Imaging - A Medical Imaging Equipment and Service Company")](https://www.blockimaging.com) [![>> Buy & Sell Now](https://no-cache.hubspot.com/cta/default/21795/3d4fafc2-1c32-4243-8e37-b6824031902d.png)](https://cta-redirect.hubspot.com/cta/redirect/21795/3d4fafc2-1c32-4243-8e37-b6824031902d) [![Contact Us](https://no-cache.hubspot.com/cta/default/21795/fa737d9b-9bd3-4fba-8d6f-9da56a3219dc.png)](https://cta-redirect.hubspot.com/cta/redirect/21795/fa737d9b-9bd3-4fba-8d6f-9da56a3219dc) # Terms and Conditions   For Contracts Fully Executed After April 11, 2022 **GENERAL. ** These terms and conditions constitute an integral part of the Agreement between the parties to enter into this transaction and shall govern the rights and responsibilities of the parties with respect to any warranty or maintenance services. **DEFINITIONS** **WE, US, and OUR ** means Block Imaging International, Inc., a Michigan Corporation. **YOU ** and** YOUR **means the individual, group, or company listed as Buyer on the Sales Agreement. **SERVICE AGREEMENT ** means the contract for maintenance services comprised of the Sales Agreement and these terms and conditions; **SERVICE** **AGREEMENT** includes any documents, Schedules, Endorsements, and Amendments attached to the Sales Agreement. **BREAKDOWN ** means the failure of any piece of **COVERED EQUIPMENT** covered by this **SERVICE AGREEMENT **to perform the manufacturer’s intended function(s) in normal service, **PREVENTATIVE MAINTENANCE ** means the schedule of routine maintenance services, if any, prescribed in the Equipment Description for each piece of **COVERED EQUIPMENT** that is intended to keep the equipment in good operating condition. Unless otherwise noted, **PREVENTATIVE MAINTENANCE** will be performed only during regular business hours (Monday – Friday, 8am -5pm, excluding holidays). **YOU** are responsible for contacting **US** and scheduling any included **PREVENTATIVE****MAINTENANCE** services during the **COVERAGE** **PERIOD**. **PREVENTATIVE MAINTENANCE **does not include **REMEDIAL SERVICE**. **REMEDIAL SERVICE** means service, replacement parts and repairs required to restore a piece of **COVERED EQUIPMENT** to its normal operating condition when necessitated by a **BREAKDOWN**. **SERVICE AGREEMENT AMOUNT ** means the amount that **YOU **must pay in order for **US **to cover the equipment listed in Equipment Description under this **SERVICE AGREEMENT**. The **SERVICE AGREEMENT AMOUNT** is set forth in the Sales Agreement. If the **SERVICE** **AGREEMENT** is included with an equipment purchase, the **SERVICE** **AGREEMENT** **AMOUNT** equals the portion of the Total Purchase Price reasonably allocated to this **SERVICE AGREEMENT**. **COVERAGE PERIOD ** means the period described in the Sales Agreement. **COVERAGE HOURS** means the hours of the days within the **COVERAGE PERIOD** where **YOU **can request **REMEDIAL****SERVICE**, **PREVENTATIVE** **MAINTENANCE**, report **BREAKDOWNS** and the hours of the days within the **COVERAGE** **PERIOD**. **COVERAGE HOURS** are identified on face of this **SERVICE AGREEMENT**. Outside of the **COVERAGE HOURS**, **REMEDIAL SERVICE** may be performed upon request at **OUR **then current overtime rates. **COVERED EQUIPMENT ** means the equipment that is listed in Equipment Description from the Sales Agreement. Notwithstanding the foregoing, the equipment listed in the Equipment Description will not be Covered Equipment if buyer is in default of the Sales Agreement. **COVERED SERVICE** means the **PREVENTIVE MAINTENANCE **and**REMEDIAL SERVICES** prescribed for each piece of**COVERED EQUIPMENT** under this **SERVICE AGREEMENT**. **AGGREGATE DEDUCTIBLE ** means the amount that **YOU **must pay for repairs to**YOUR COVERED EQUIPMENT **resulting from**BREAKDOWNS** before OUR obligation to pay commences. ** YOUR AGGREGATE DEDUCTIBLE **is the total amount of all deductibles which exist for equipment under** this SERVICE AGREEMENT **or other service agreements with ** US**. This amount shall automatically be adjusted as equipment is added or removed from service agreements with** US. YOUR **deductible for the **COVERED EQUIPMENT**, if any, is listed on the First Page of the Sakes Agreement. **A. COVERAGE. ** In consideration of full payment of the **SERVICE AGREEMENT AMOUNT**, and subject to the terms, conditions and limitations set forth in this**SERVICE AGREEMENT**, including but not limited to the**AGGREGATE DEDUCTIBLE**, **WE **will pay for**COVERED SERVICE** performed on**COVERED EQUIPMENT** during the **COVERAGE PERIOD**. **B. NON-TRANSFERABLE** . This **SERVICE AGREEMENT **is not transferable by**YOU**, in whole or in part, or as to any piece of **COVERED EQUIPMENT**, without **OUR **consent, in **OUR** sole discretion, and shall remain in effect until expiration or earlier terminated as herein provided. ** C. YOUR ON-GOING RESPONSIBILITIES UNDER THIS SERVICE AGREEMENT ** . During the **COVERAGE PERIOD** of this**SERVICE AGREEMENT**, **YOU **agree that **YOU **will, at **YOUR** sole expense: 1. Pay all **SERVICE AGREEMENT AMOUNT**s when due and owing under this **SERVICE AGREEMENT**; 2. Permit **US **or **OUR** designee to inspect, at all reasonable times, any and all of the**COVERED EQUIPMENT**; provided, however, that neither **OUR **right to make inspections, nor the making of any inspection of **COVERED EQUIPMENT** shall constitute any representation, warranty, or undertaking whatsoever by **US** for **YOUR** benefit or for the benefit of others regarding the condition, quality, or suitability of the **COVERED EQUIPMENT**; 3. Store and safeguard **COVERED EQUIPMENT **or components of **COVERED EQUIPMENT** that have been replaced in the performance of **COVERED SERVICE** until such time as **WE** or **OUR** designee have an opportunity to inspect them; 4. Cooperate and assist **US **in any matter as**WE** may reasonably request concerning the performance of **COVERED SERVICES**; 5. Follow all of the installation, operation, and maintenance instructions provided by **US**, the manufacturer(s) or service vendor(s) of the **COVERED EQUIPMENT **and any accessories (chiller, HVAC, etc.); 6. Provide the proper environment as specified by the manufacturer(s) or service vendor(s) of the **COVERED EQUIPMENT**, including, but not limited to temperature, humidity, dust control, and chiller performance; 7. Provide the proper electrical and telecommunications connections as specified by the manufacturer(s) or service vendor(s) of the **COVERED EQUIPMENT**; 8. Maintain all protective safeguard and safety devices recommended by the manufacturer and/or service vendor(s) for the **COVERED EQUIPMENT**; 9. Prevent **COVERED EQUIPMENT **from being exposed to any harmful condition; 10. **YOU **are responsible for patient data and ensuring data backups are performed. **WE **are not responsible nor can be held liable for any lost patient data; and 11. If the **COVERED EQUIPMENT** includes an MRI machine utilizing cryogens, **YOU **are responsible for monitoring the cryogen level and immediately notifying **US **if/when the level decreases below 70% and before it reaches 60%.   **D. YOUR RESPONSIBILITIES IN THE EVENT OF A BREAKDOWN. ** In the event of a **BREAKDOWN **involving**COVERED EQUIPMENT**, as conditions precedent to**OUR **obligations under this **SERVICE AGREEMENT**, **YOU **must: 1. Notify **US **within 24 hours of the occurrence of a **BREAKDOWN**, and provide **US** with a detailed description of how, when, and where the **BREAKDOWN ** occurred; 2. Make the **COVERED EQUIPMENT** that has experienced the**BREAKDOWN **accessible for the performance of **REMEDIAL SERVICE;** 3. Take all reasonable steps within **YOUR **power to minimize the extent of damage to **COVERED EQUIPMENT**; 4. Preserve and protect the **COVERED EQUIPMENT **from further damage and make it available for inspection by **US **or **OUR **designee; 5. Provide adequate working space within a reasonable distance of the **COVERED EQUIPMENT** for use by field service personnel and facilities for storage and safekeeping of materials, equipment, and parts; and 6.** YOU **shall provide unrestricted and safe access to the said **COVERED EQUIPMENT**, during normal business hours of 8:00am to 5:00pm Monday thru Friday, for **US **and**OUR **representatives and shall cooperate with**OUR **representatives in their performance of the**REMEDIAL SERVICES** under this **SERVICE AGREEMENT**. **E. LIMITS OF LIABILITY ** 1. **OUR** maximum obligation for any covered**BREAKDOWN **for a piece of **COVERED EQUIPMENT **during each year (or, if the term is less than one year, during the term) of the ** SERVICE AGREEMENT **is the least of (i) the cost of replacing the individual piece of **COVERED EQUIPMENT **with a comparable piece of equipment (as described in the next paragraph), (ii) the cost to repair the piece of **COVERED EQUIPMENT** to its normal operating condition; and (iii) the limit of liability shown in the Equipment Description for the specific piece of **COVERED EQUIPMENT**. 2. If **WE **elect, in **OUR** sole discretion, to replace **COVERED EQUIPMENT**, WE will use **OUR** reasonable efforts to replace it with comparable equipment. In all cases, **WE **will determine product comparability in **OUR **sole discretion. **WE ** are not responsible for upgrades, and **WE **are not responsible for the cost of construction, carpentry, or other modifications to **YOUR **facilities that may be required into transport/rig or install replacement equipment. 3. Replacement of a piece of **COVERED EQUIPMENT** constitutes complete fulfillment of **OUR** obligations under this **SERVICE AGREEMENT, **and releases **US **from all future obligation with respect to the replaced**COVERED EQUIPMENT **for the remainder of the **COVERAGE PERIOD**. **WE **may, but are not required to, offer **YOU **a quote to amend this **AGREEMENT **to add the replacement Equipment to the coverage for the remainder of the **COVERAGE PERIOD**. 4. In no event shall **WE** be liable to**YOU **or any other party claiming any interest in the **COVERED EQUIPMENT **for special, indirect, incidental, or consequential damages relating directly or indirectly to this **SERVICE AGREEMENT**. 5. **OUR** limit of liability for ALL claims, demands, lawsuits, arbitrations, or other disputes under this**SERVICE** **AGREEMENT** is equal to the **SERVICE** **AGREEMENT** **AMOUNT** actually received by **US**. **F. EXCLUSIONS FROM COVERED SERVICES** . WE are not responsible for: 1. Any **BREAKDOWN **due to external causes (including, but not limited to): natural disaster, fire, wind, lightning, smoke, smog, explosion, collapse, earth movement, settling, cracking, shrinking or expansion, insect/rodent infestation, vehicle, aircraft, water damage from any source external to the **COVERED EQUIPMENT**, interruption of gas or electrical service, power surge, rust or corrosion damage caused by atmospheric conditions, war or hostile action, riot, vandalism, malicious mischief, theft, impact, abuse, misuse, nuclear radiation, radioactive contamination, mold and any acts of God. 2. Any cost associated with on-the-job training, applications support, applications training, or technical training of any sorts. 3. Any cost associated with equipment overhauls, modifications, tests, or safety checks. 4. Any Stored Media. 5. Any cost associated with Hazardous Substances. 6. Any costs associated with rental equipment. 7. Consequential, secondary, or remote loss of any kind or description whatsoever. 8. Loss of market, depreciation, diminution of value. 9. Infidelity, dishonesty, or misrepresentations on **YOUR ** part, or on the part of any of **YOUR **partners, officers, directors, agents, trustees, employees, or other party. 10. Any **BREAKDOWN **not reported during the **COVERAGE PERIOD**. 11. Any loss occasioned by any ordinance or law, or any order of governmental or municipal authority; or by virtue of the suspension, lapse, termination, or cancellation of any license, lease, or permit; or as the result of any injunction of any court. 12. Any claim for personal injury or sounding of product liability. 13. Any loss caused by business interruption, delay, or patient cancellations; 14. Any loss due to misrepresentation or any attempt to defraud **US**, including collusion between **YOU **and repair personnel. 15. Any **BREAKDOWN **caused by intentional or negligent misuse or destruction (including, but not limited to): loss due to failure to operate or maintain the product in accordance with manufacturer’s recommended instructions. 16. Unauthorized alterations or failure to comply with building codes and regulations regarding product installation. 17. Betterment, upgrades or improvement, to the **COVERED EQUIPMENT**. 18. Cosmetic damage (including, but not limited to): dents, rust, scratches, discoloration, paint chipping. 19. Replacement of consumable items (including, but not limited to: vacuum bags, trash compactor bags, toner and drum cartridges, tapes, filters, keys, batteries, oil, grease, or other lubricants, belts, coolants, refrigerants, bulbs, blades, battery coils, tubes of any kind, and tires). 20. Light emitting sources (including, but not limited to): any form of lamp which emits radiant energy, unless a covered loss has occurred relating to the **COVERED EQUIPMENT **of which such light source forms a part of or to which it was temporarily attached at the time the loss occurred. 21. Any type of glassware (including, but not limited to): roentgen tubes, x-ray tubes, flouro tubes, TV pickup tubes such as vidicons, gas CT detectors, tetrodes, laser tubes, image intensifiers, nuclear medicine scinitillation crystals, linear accelerator beam center lines, wave guides and attachments, electron guns, magnatrons, klystrons and thyatrons, ultrasound transducers, and fiber optic cables unless specifically endorsed. Where glassware is specifically endorsed in this Agreement, **WE** are not responsible for any repair/replacement within one year of another glassware replacement. 22. Any coverage afforded under this **SERVICE AGREEMENT **if **YOU **fail to perform any of **YOUR ** obligations under this **SERVICE AGREEMENT**. 23. Faulty workmanship, repairs or replacement due to a manufacturer’s recall, defects or errors in design, OR preexisting defects or deficiencies if known to **YOU **at the beginning of the **COVERAGE PERIOD **and not disclosed to **US.** 24. Obsolete Equipment including out-of-date, no longer serviceable because of technology changes or because of lack of parts or lack of manufacturer support; or the manufacturer has declared the units to be obsolete and will or cannot offer a service contract on the equipment; or the unit no longer meets minimum requirements for patient, user or operator safety; or the equipment no longer meets the minimum standards of any regulatory body or agency having jurisdiction over the certification or continued use of such equipment. 25. Vandalism or malicious mischief. 26. Components, products or items not specifically listed in this **SERVICE AGREEMENT** 27. Any repair covered by a manufacturer’s original warranty. 28. Unauthorized repairs performed by third parties. 29. Shipping damage to products resulting from inadequate packaging by **YOU**. 30. Any Emergency Service that is required to bring the **COVERED EQUIPMENT **into proper cryogen range, where notification of a decreased level was not provided to **US ** in the timeframe required under the terms of this**SERVICE AGREEMENT**; under these circumstances, **WE **reserve the right to not repair or perform cryogen work if damage to the system has resulted from neglected decreased cryogen levels. 31. Any cryogen beyond 1,000 liters per contract year. 32. Any costs related to a MRI quench, where there is no negligence on **OUR** part and where all components related to the cooling system are determined (in **OUR** sole discretion) to be in working condition. 33. Any **COVERED SERVICE** that is performed outside of the **COVERAGE** **HOURS**. 34. The costs of expedited shipping for parts related to**COVERED SERVICE **outside of** COVERAGE** **HOURS**. **G. BREACH AND DEFAULT ** 1. If either party fails to comply with any of the terms and conditions outlined in this **SERVICE AGREEMENT**, the other party may give written notice of such failure. If, within fifteen (15) days after receiving such notice, the non-complying party fails to (a) correct its nonperformance or (b) commence and continue a good faith effort to correct its noncompliance within a reasonable time period, the party shall be in default of this **SERVICE AGREEMENT**. Notwithstanding the forgoing, **WE** may immediately declare **YOU ** in default under this **SERVICE AGREEMENT**, without notice or opportunity to cure, if **YOU **fail to pay any amount owing for the coverage provided under this **SERVICE AGREEMENT **on or before the date the payment is due, or if **YOU **present any false or fraudulent claim under this **SERVICE AGREEMENT** . 2. **WE **shall have no obligation to provide or pay for service not covered by this **SERVICE AGREEMENT **or for unnecessary or falsely recorded service, and the existence of any plan or scheme designed to cause **US **to do so shall constitute a default of this **SERVICE AGREEMENT **for which **WE **may exercise and prosecute any and all remedies available to **US **under this **SERVICE AGREEMENT **or by law. 3. Upon default of this **SERVICE AGREEMENT **by either party, the other party may terminate this **SERVICE AGREEMENT ** and/or exercise any other remedies set forth herein. 4. Any claim for damages arising from this **SERVICE AGREEMENT **must be brought to the attention of the other party in writing within sixty (60) days of the event giving rise to action, and any legal action arising from this **AGREEMENT ** be commenced within six (6) months after the cause of action arises. 5. If **YOU** fail to make a required payment when due (for this **SERVICE** **AGREEMENT** or any other contract for goods or services with **US**),** WE** reserve the right to suspend performance of **OUR** obligations under this and any other contract (whether existing now or in the future) for goods or services between **YOU **and **US **until the payment(s) becomes current . **YOU **agree to pay interest in the amount of 1.5% per month (or the highest legal rate) on all past due amounts. **H. INDEMNIFICATION ** 1. **YOU **agree to release, indemnify, defend and hold **US**, **OUR **officers, employees, subcontractors and agents harmless from and against all claims, damages or losses of any nature (including but not limited to personal injury claims of patients) that rise out of or in connection with any breach of this**SERVICE AGREEMENT **by **YOU**, or the use of, the inability to use, or the interruption or failure to maintain the equipment covered under this **SERVICE AGREEMENT**. 2. **YOU **shall defend, with counsel suitable to **US,** and pay all costs, including attorney’s fees, and damages flowing from any claims that are subject to indemnification under the preceding paragraph. **WE **will notify **YOU **within thirty (30) days of receipt or discovery of any such claim. **I. MISCELLANEOUS TERMS AND CONDITIONS ** 1. C**ancellation**. **YOU** may not cancel this **SERVICE AGREEMENT** before the end of the term. **WE** may cancel this **SERVICE AGREEMENT** at any time, upon not less than thirty (30) days advance written notice to**YOU**. Notice of cancellation shall be sent, in writing, to**YOUR** address stated on the**SERVICE AGREEMENT**. If this **SERVICE AGREEMENT** is canceled, **YOU** will be responsible to pay any of the annual **SERVICE AGREEMENT AMOUNT** earned up to the date of cancellation or the fair market value of any **REMEDIAL** **SERVICES** provided by **US **during the contract year, whichever is greater. For the purposes of providing a fifteen (15) day trial period, and this section only, **WE** will not be considered to have earned the **SERVICE** **AGREEMENT** **AMOUNT** until after the fifteenth day after the Coverage Effective Date. This paragraph does not affect **OUR** right to terminate coverage under this **SERVICE AGREEMENT** as provided in Section G. 2. **Other Coverage**. The coverage under this **SERVICE AGREEMENT **shall be in excess in relation to any coverage under any insurance policy, warranty, guarantee, or another **SERVICE AGREEMENT**. 3. **Right, Title or Interests in COVERED EQUIPMENT**. **YOU **warrant and represent, so that **WE **may rely thereon, that **YOU **are the owner, lessee, or licensee of all the **COVERED EQUIPMENT **of this **AGREEMENT**, including hardware and software, with respect to which coverage is to be provided under this **AGREEMENT**, and that **YOU **are fully authorized to enter this**SERVICE AGREEMENT **with respect to the **COVERED EQUIPMENT**. **YOU **will indemnify and hold **US **harmless from and against any liability to any other party claiming an interest in any of the **COVERED EQUIPMENT, **including but not limited to claims by secured lenders and equipment lessors. If **WE** replace any component or Covered Equipment, **YOU** agree to transfer all rights, title and interest in the replaced component or Covered Equipment to **US**. 4. **Concealment or Misrepresentation**. This **SERVICE AGREEMENT **shall be void if **YOU ** have concealed or misrepresented any material fact or circumstance concerning the coverage afforded by this **SERVICE AGREEMENT **or in the case of fraud, attempted fraud, or false swearing by **YOU **that is any way related to the coverage afforded by this **SERVICE AGREEMENT**, whether before or after a loss. 5. **Equipment Relocation**: **YOU **agree to give **US **prompt written notice of any relocation or modification of the **COVERED EQUIPMENT**, and agree not to relocate or modify any portion of the **COVERED EQUIPMENT **or its components in a way that would reasonably increase the risk of system malfunction, or allow anyone access to the internal components. If, in **OUR **opinion, any relocation or modification impedes or increases the cost of coverage, creates a safety hazard or otherwise increases the risk to **US, **is likely to interfere with service by third parties, or is likely to cause the**COVERED EQUIPMENT **to experience a **BREAKDOWN**, **WE**, at **OUR ** option, may either terminate this **SERVICE AGREEMENT **with respect to the affected **COVERED EQUIPMENT**, or adjust the**SERVICE AGREEMENT AMOUNT **with written notice to **YOU**. 6. **Adjustment of SERVICE AGREEMENT AMOUNT**. In addition to any other rights that WE may have under this **SERVICE AGREEMENT**,** WE **reserve the right to adjust the **SERVICE AGREEMENT AMOUNT **in the event the equipment materially differs from the **COVERED EQUIPMENT ** described in Equipment Description, or if features of any of the **COVERED EQUIPMENT **are changed after the Coverage Effective Date. Any adjustment made to the **SERVICE AGREEMENT AMOUNT ** will be retroactive to the date of such change. 7. **Changes in COVERED SERVICE**. a. Additions, deletions, or changes in the**COVERED SERVICES **provided under this **SERVICE AGREEMENT **shall not be effective unless and until made in a written amendment to this **SERVICE AGREEMENT**, signed by **YOU **and accepted by **US**. b. If a change in **COVERED SERVICES** involves the addition of equipment to the **COVERED EQUIPMENT**, coverage shall not be effective until **WE **receive payment of any additional **SERVICE AGREEMENT AMOUNT **due to **US **as the result of the change. c. The effective date of coverage for additional equipment will be the date set forth in the written amendment. 8. **Remote Connection.** a**. **At **OUR** discretion, **WE** may elect to establish the ability to remotely access the **COVERED** **EQUIPMENT** through some networked connection (which may or may not include a hardware unit at the **COVERED** **EQUIPMENT’s** location), for the purposes of system monitoring, diagnostics, and repair. b. In the event **WE** desire to establish remote connection, **WE** agree to: Provide any hardware, the installation, setup, or maintenance that is required to create and maintain the connection; Secure the connection with industry standard protections for the transmission of data; Prevent any transmission of Protected Health Information under HIPAA and; Access the **COVERED****EQUIPMENT** only for the designated purposes. **YOU** agree to: Provide reasonable physical and remote access (if necessary) to establish and maintain the remote connection; Provide an individual with network and information technology background to assist with the network issues from the **COVERED** **EQUIPMENT’s** facility; Safeguard the remote connection and any physical equipment remaining with the **COVERED** **EQUIPMENT **and; Grant **US** unlimited remote access during a **BREAKDOWN** and for the purposes of system monitoring, diagnostics and repair. c. On receipt of notice from **YOU**, **WE** will terminate any ongoing remote connection under this **SERVICE****AGREEMENT**. On receipt of notice from **US**, **YOU** will facilitate the return shipment of any physical hardware remaining at the **COVERED** **EQUIPMENT’s** location. 9. **Assignment**. a. **YOU **may not transfer or assign any of**YOUR **rights or benefits under this **SERVICE AGREEMENT **without **OUR **prior written consent. If however, **YOU **are adjudged bankrupt or insolvent, and written notice is given to **US **within sixty (60) days of such adjudication, this **AGREEMENT **shall cover **YOUR **legal representative provided that all payments due are paid. b. **WE **may transfer or assign **OUR ** interests under this **SERVICE AGREEMENT,** or any portion thereof. **WE**, or **OUR **successor or assignee, shall notify **YOU **in writing within thirty (30) days after the effective date of a transfer or assignment, and shall provide **YOU **with the name and mailing address of the transferee or assignee. **WE **shall be released from all liabilities or obligations to provide the **COVERED SERVICES** under this **SERVICE AGREEMENT **upon notification to**YOU **of the transfer or assignment of this **SERVICE AGREEMENT**. 10. **Changes to the AGREEMENT. **Except as otherwise provided in this **SERVICE AGREEMENT**, this **SERVICE AGREEMENT **may not be amended, revised, or modified except in a writing, signed by authorized representatives of both parties. 11. **Right of Subrogation. **In the event of any payment made by **US **for **COVERED SERVICES ** under this **SERVICE AGREEMENT**, **WE **shall be subrogated to all **YOUR **rights of recovery therefore against any person or entity, and **YOU **shall execute and deliver to **US **such instruments, assignments, and papers as requested by **US **and do whatever is necessary to secure such rights or to effectuate **OUR **exercising of such rights. **YOU **shall do nothing to prejudice or waive **OUR **subrogation rights. In addition, all monies recovered by **YOU **for which **YOU **have received benefits under this **SERVICE AGREEMENT **shall belong to **US**, and shall be immediately paid to **US ** by **YOU **upon demand, up to the total amounts of the benefits paid by **US**. 12. **GOVERNING LAW; DISPUTE RESOLUTION; JURISDICTION. ** The **AGREEMENT **shall be construed and governed according to the laws of the State of Michigan. The provisions of the United Nations Convention on Contracts for the International Sale of Goods, and any conflict-of-laws provisions that would require application of another choice of law, are excluded. In the event of any dispute arising from or relating to the **AGREEMENT**, the parties hereto shall initially use their best efforts to amicably settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and attempt to reach a mutually satisfactory solution. If they do not reach such a solution, all disputes, claims, questions, or differences regarding the **AGREEMENT**, or any other matter between the parties, will be finally resolved by binding arbitration, conducted in the English language using a single arbitrator. Unless otherwise agreed by **US**: (1) if the arbitration involves only United States parties, it will be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this clause; (2) if the arbitration involves any parties not domiciled in the United States, it will be conducted under the International Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this clause; (3) the arbitration shall be heard at **OUR** main offices in Holt, Michigan, USA; (4) the arbitrator will be selected from a list using the recommended selection method under the rules applicable to the arbitration proceeding; (5) the arbitrator's award shall include costs, reasonable attorney’s fees and interest to the substantially prevailing party, but in no event will any party be awarded punitive or exemplary damages; and (6) the award of the arbitrator will be enforceable in any court of competent jurisdiction. 13. **Scope of Coverage**. This**SERVICE AGREEMENT **is not valid as to ** COVERED EQUIPMENT **located anywhere outside of the Continental United States, Alaska, and Hawaii. 14. **Abandonment**: There can be no abandonment of the**COVERED EQUIPMENT **by **YOU **to **US**. 15. **Waiver**. No failure of either party to exercise any right or power given under this **AGREEMENT**, or to insist upon strict compliance with any obligations specified in this **AGREEMENT**, and no custom or practice at variance with the terms of this **AGREEMENT**, absent such an express written waiver, shall constitute a waiver of either parties right to demand exact compliance with the terms of this **AGREEMENT**. 16. **Severability**. If any portion of this **AGREEMENT **is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this **AGREEMENT**, and the parties further agree to substitute for the invalid provision a valid provision that most closely approximates the economic effect and intent of the invalid provision. 17. **Notices**. Any notices, requests, instructions, or other documents to be given hereunder by **YOU **to **US**, or **US **to **YOU**, shall be in writing and, except as otherwise specifically provided herein, shall be delivered electronically, by facsimile, personally, sent by registered, certified or first class mail, or by reputable overnight carrier to the respective address, or to other address as any party hereto may designate by prior written notice to the other, delivered in accordance with this stipulation. With respect to those notices that must be given within a certain time period as set out herein, such notices will be deemed effective upon receipt. 18. **Covered Equipment Use. YOU** represent that the **COVERED EQUIPMENT **is only in service scanning patients Monday through Friday, between the hours of 7 a.m. and 7 p.m. and that its use will not exceed that during the **COVERAGE PERIOD, ** unless specifically provided for in this SERVICE AGREEMENT. **J. ** **Equipment Performance Guarantee (UPTIME) ** 1. If a percentage of uptime is guaranteed in the Service Description, **WE** provide the following “uptime” guarantee for the **COVERED** **EQUIPMENT** for each contract year that the **COVERED** **EQUIPMENT** is subject to this **SERVICE** **AGREEMENT**. Uptime is calculated using 24 hours a day, 7 days a week, and 365 days a year; there are 8760 hours in the year. Uptime is defined as those hours when the **COVERED** **EQUIPMENT** is not **DOWN**. The system is determined to be **DOWN** when it is experiencing a **BREAKDOWN** which prevents clinical use. **YOU** should contract **US** immediately if this type of **BREAKDOWN** occurs. 2. The hours **DOWN** starts when **YOU** notify **US** of the **BREAKDOWN** and ends when any **REMEDIAL** **SERVICE** is completed and the **COVERED** **EQUIPMENT** is available for clinical use. There are conditions under which the **COVERED** **EQUIPMENT** shall not be considered **DOWN**. These conditions include (but are not limited to) interruptions in clinical use due to: a. Scheduled Preventative Maintenance and related services; b. **YOUR** failure to perform an On-Going Responsibility Under This Service AGREEMENT; c. **YOUR** failure to perform **YOUR** Responsibilities In the Event of a Breakdown; d. Circumstances where a **BREAKDOWN** is excluded from **COVERED** **SERVICES**; e. Equipment **BREAKDOWNS** due to improper system administration, i.e. ignoring proper backup procedures; f. Any time when **OUR** access to the **COVERED** **EQUIPMENT** is restricted, whether physically, electronically or time-wise (e.g. after hours repairs). 3. Uptime percentage is calculated as 8760 hours minus hours **DOWN**, divided by 8760. Whether **WE **meet the Equipment Performance Guarantee will be determined over each year of the term. For each whole percentage point less the Uptime Percentage is determined to be than the percentage noted in the Service Description for each piece of equipment, **WE **will extend the **COVERAGE** **PERIOD **by seven (7) days, for a maximum of 8 weeks (e.g. If the percentage promised on the first page was 98% and the Uptime Percentage was 96.5, that would lead to an extension of seven (7) days; 95.1% would lead to an extension of fourteen (14) days). For Contracts After March 10, 2021, and before April 11, 2022. **For Contracts After March 10, 2021** **GENERAL. ** These terms and conditions constitute an integral part of the Agreement between the parties to enter into this transaction and shall govern the rights and responsibilities of the parties with respect to any warranty or maintenance services. **DEFINITIONS** **WE, US, and OUR ** means Block Imaging International, Inc., a Michigan Corporation. **YOU ** and** YOUR **means the individual, group, or company listed as Buyer on the Sales Agreement. **SERVICE AGREEMENT ** means the contract for maintenance services contained in the Sales Agreement and these terms and conditions; **SERVICE** **AGREEMENT** includes any documents, Schedules, Endorsements, and Amendments attached to the Sales Agreement. **BREAKDOWN ** means the failure of any piece of **COVERED EQUIPMENT** covered by this **SERVICE AGREEMENT **to perform the manufacturer’s intended function(s) in normal service, **PREVENTATIVE MAINTENANCE ** means the schedule of routine maintenance services, if any, prescribed in the Equipment Description for each piece of **COVERED EQUIPMENT** that is intended to keep the equipment in good operating condition. Unless otherwise noted, **PREVENTATIVE MAINTENANCE** will be performed only during regular business hours (Monday – Friday, 8am -5pm, excluding holidays). **REMEDIAL SERVICE** means service, replacement parts and repairs required to restore a piece of **COVERED EQUIPMENT** to its normal operating condition when necessitated by a **BREAKDOWN**. **SERVICE AGREEMENT AMOUNT ** means the amount that **YOU **must pay in order for **US **to cover the equipment listed in Equipment Description under this **SERVICE AGREEMENT**. The **SERVICE AGREEMENT AMOUNT** is set forth in the Sales Agreement. If the **SERVICE** **AGREEMENT** is included with an equipment purchase, the **SERVICE** **AGREEMENT** **AMOUNT** equals the portion of the Total Purchase Price reasonably allocated to this **SERVICE AGREEMENT**. **COVERAGE PERIOD ** means the period described in the Sales Agreement. **COVERAGE HOURS** means the hours of the days within the **COVERAGE PERIOD** where **YOU **can request **REMEDIAL****SERVICE**, **PREVENTATIVE** **MAINTENANCE**, report **BREAKDOWNS** and the hours of the days within the **COVERAGE** **PERIOD**. **COVERAGE HOURS** are identified on face of this **SERVICE AGREEMENT**. Outside of the **COVERAGE HOURS**, **REMEDIAL SERVICE** may be performed upon request at **OUR **then current overtime rates. **COVERED EQUIPMENT ** means the equipment that is listed in Equipment Description from the Sales Agreement. Notwithstanding the foregoing, the equipment listed in the Equipment Description will not be Covered Equipment if buyer is in default of the Sales Agreement. **COVERED SERVICE** means the **PREVENTIVE MAINTENANCE **and**REMEDIAL SERVICES** prescribed for each piece of**COVERED EQUIPMENT** under this **SERVICE AGREEMENT**. **AGGREGATE DEDUCTIBLE ** means the amount that **YOU **must pay for repairs to**YOUR COVERED EQUIPMENT **resulting from**BREAKDOWNS** before OUR obligation to pay commences. ** YOUR AGGREGATE DEDUCTIBLE **is the total amount of all deductibles which exist for equipment under** this SERVICE AGREEMENT **or other service agreements with ** US**. This amount shall automatically be adjusted as equipment is added or removed from service agreements with** US. YOUR **deductible for the **COVERED EQUIPMENT**, if any, is listed on the First Page of the Sakes Agreement. **A. COVERAGE. ** In consideration of full payment of the **SERVICE AGREEMENT AMOUNT**, and subject to the terms, conditions and limitations set forth in this**SERVICE AGREEMENT**, including but not limited to the**AGGREGATE DEDUCTIBLE**, **WE **will pay for**COVERED SERVICE** performed on**COVERED EQUIPMENT** during the **COVERAGE PERIOD**. **B. NON-TRANSFERABLE** . This **SERVICE AGREEMENT **is not transferable by**YOU**, in whole or in part, or as to any piece of **COVERED EQUIPMENT**, without **OUR **consent, in **OUR** sole discretion, and shall remain in effect until expiration or earlier terminated as herein provided. ** C. YOUR ON-GOING RESPONSIBILITIES UNDER THIS SERVICE AGREEMENT ** . During the COVERAGE PERIOD of this **SERVICE AGREEMENT**,**YOU **agree that **YOU **will, at **YOUR** sole expense: 1. Pay all **SERVICE AGREEMENT AMOUNT**s as the same become due and owing under this **SERVICE AGREEMENT**; 2. Permit **US **or **OUR** designee to inspect, at all reasonable times, any and all of the**COVERED EQUIPMENT**; provided, however, that neither **OUR **right to make inspections, nor the making of any inspection of **COVERED EQUIPMENT** shall constitute any representation, warranty, or undertaking whatsoever by **US** for **YOUR** benefit or for the benefit of others regarding the condition, quality, or suitability of the **COVERED EQUIPMENT**; 3. Store and safeguard **COVERED EQUIPMENT **or components of **COVERED EQUIPMENT** that have been replaced in the performance of **COVERED SERVICE** until such time as **WE** or **OUR** designee have an opportunity to inspect them; 4. Cooperate and assist **US **in any matter as**WE** may reasonably request concerning the performance of **COVERED SERVICES**; 5. Follow all of the installation, operation, and maintenance instructions provided by **US**, the manufacturer(s) or service vendor(s) of the **COVERED EQUIPMENT **and any accessories (chiller, HVAC, etc.); 6. Provide the proper environment as specified by the manufacturer(s) or service vendor(s) of the **COVERED EQUIPMENT**, including, but not limited to temperature, humidity, dust control, and chiller performance; 7. Provide the proper electrical and telecommunications connections as specified by the manufacturer(s) or service vendor(s) of the **COVERED EQUIPMENT**; 8. Maintain all protective safeguard and safety devices recommended by the manufacturer and/or service vendor(s) for the **COVERED EQUIPMENT**; 9. Prevent **COVERED EQUIPMENT **from being exposed to any harmful condition; 10. **YOU **are responsible for patient data and ensuring data backups are performed. **WE **are not responsible nor can be held liable for any lost patient data; and 11. If the **COVERED EQUIPMENT** includes an MRI machine utilizing cryogens, **YOU **are responsible for monitoring the cryogen level and immediately notifying **US **if/when the level decreases below 70% and before it reaches 60%. **D. YOUR RESPONSIBILITIES IN THE EVENT OF A BREAKDOWN. ** In the event of a **BREAKDOWN **involving**COVERED EQUIPMENT**, as conditions precedent to**OUR **obligations under this **SERVICE AGREEMENT**, **YOU **must: 1. Notify **US **within 24 hours of the occurrence of a **BREAKDOWN**, and provide **US** with a detailed description of how, when, and where the **BREAKDOWN ** occurred; 2. Make the **COVERED EQUIPMENT** that has experienced the**BREAKDOWN **accessible for the performance of **REMEDIAL SERVICE**. 3. Take all reasonable steps within **YOUR **power to minimize the extent of damage to **COVERED EQUIPMENT**; 4. Preserve and protect the **COVERED EQUIPMENT **from further damage and make it available for inspection by **US **or **OUR **designee; and 5. Provide adequate working space within a reasonable distance of the **COVERED EQUIPMENT** for use by field service personnel and facilities for storage and safekeeping of materials, equipment and parts. 6.** YOU **shall provide unrestricted and safe access to the said **COVERED EQUIPMENT**, during normal business hours of 8:00am to 5:00pm Monday thru Friday, for **US **and**OUR **representatives and shall cooperate with**OUR **representatives in their performance of the**REMEDIAL SERVICES** under this **SERVICE AGREEMENT**. **E. LIMITS OF LIABILITY ** 1. **OUR** maximum obligation for any covered**BREAKDOWN **for a piece of **COVERED EQUIPMENT **during each year (or, if the term is less than one year, during the term) of the ** SERVICE AGREEMENT **is the least of (i) the cost of replacing the individual piece of **COVERED EQUIPMENT **with a comparable piece of equipment (as described in the next paragraph), (ii) the cost to repair the piece of **COVERED EQUIPMENT** to its normal operating condition; and (iii) the limit of liability shown in Equipment Description for the specific piece of **COVERED EQUIPMENT**. 2. If **WE **elect, in **OUR** sole discretion, to replace **COVERED EQUIPMENT**, WE will use **OUR** reasonable efforts to replace it with comparable equipment. In all cases, **WE **will determine product comparability in **OUR **sole discretion. **WE ** are not responsible for upgrades, and **WE **are not responsible for the cost of construction, carpentry, or other modifications to **YOUR **facilities that may be required in order to transport/rig or install replacement equipment. 3. Replacement of a piece of **COVERED EQUIPMENT** constitutes complete fulfillment of **OUR** obligations under this **SERVICE AGREEMENT, **and releases **US **from all future obligation with respect to the replaced**COVERED EQUIPMENT **for the remainder of the **COVERAGE PERIOD**. **WE **may, but are not required to, offer **YOU **a quote to amend this **AGREEMENT **to add the replacement Equipment to the coverage for the remainder of the **COVERAGE PERIOD**. 4. In no event shall **WE** be liable to**YOU **or any other party claiming any interest in the **COVERED EQUIPMENT **for special, indirect, incidental or consequential damages relating directly or indirectly to this **SERVICE AGREEMENT**. 5. **OUR** limit of liability for ALL claims, demands, lawsuits, arbitrations or other disputes under this**SERVICE** **AGREEMENT** is equal to the **SERVICE** **AGREEMENT** **AMOUNT** actually received by **US**. **F. EXCLUSIONS FROM COVERED SERVICES** . WE are not responsible for: 1. Any **BREAKDOWN **due to external causes (including, but not limited to): natural disaster, fire, wind, lightning, smoke, smog, explosion, collapse, earth movement, settling, cracking, shrinking or expansion, insect/rodent infestation, vehicle, aircraft, water damage from any source external to the **COVERED EQUIPMENT**, interruption of gas or electrical service, power surge, rust or corrosion damage caused by atmospheric conditions, war or hostile action, riot, vandalism, malicious mischief, theft, impact, abuse, misuse, nuclear radiation, radioactive contamination, mold and any acts of God. 2. Any cost associated with on-the-job training, applications support, applications training, or technical training of any sorts. 3. Any cost associated with equipment overhauls, modifications, tests or safety checks. 4. Any Stored Media. 5. Any cost associated with Hazardous Substances. 6. Any costs associated with rental equipment. 7. Consequential, secondary, or remote loss of any kind or description whatsoever. 8. Loss of market, depreciation, diminution of value. 9. Infidelity, dishonesty or misrepresentations on **YOUR ** part, or on the part of any of **YOUR **partners, officers, directors, agents, trustees, employees, or other party. 10. Any **BREAKDOWN **not reported during the **COVERAGE PERIOD**. 11. Any loss occasioned by any ordinance or law, or any order of governmental or municipal authority; or by virtue of the suspension, lapse, termination, or cancellation of any license, lease, or permit; or as the result of any injunction of any court. 12. Any claim for personal injury or sounding of product liability. 13. Any loss caused by business interruption, delay or lost market; 14. Any loss due to misrepresentation or any attempt to defraud **US**, including collusion between **YOU **and repair personnel. 15. Any **BREAKDOWN **caused by intentional or negligent misuse or destruction (including, but not limited to): loss due to failure to operate or maintain the product in accordance with manufacturer’s recommended instructions. 16. Unauthorized alterations or failure to comply with building codes and regulations regarding product installation. 17. Betterment, upgrades or improvement, to the **COVERED EQUIPMENT**. 18. Cosmetic damage (including, but not limited to): dents, rust, scratches, discoloration, paint chipping. 19. Replacement of consumable items (including, but not limited to: vacuum bags, trash compactor bags, toner and drum cartridges, tapes, filters, keys, batteries, oil, grease, or other lubricants, belts, coolants, refrigerants, bulbs, blades, battery coils, tubes of any kind, and tires). 20. Light emitting sources (including, but not limited to): any form of lamp which emits radiant energy, unless a covered loss has occurred relating to the **COVERED EQUIPMENT **of which such light source forms a part of or to which it was temporarily attached at the time the loss occurred. 21. Any type of glassware (including, but not limited to): roentgen tubes, x-ray tubes, flouro tubes, TV pickup tubes such as vidicons, gas CT detectors, tetrodes, laser tubes, image intensifiers, nuclear medicine scinitillation crystals, linear accelerator beam center lines, wave guides and attachments, electron guns, magnatrons, klystrons and thyatrons, ultrasound transducers, and fiber optic cables unless specifically endorsed. Where glassware is specifically endorsed in this Agreement, **WE** are not responsible for any repair/replacement within one year of another glassware replacement. 22. Any coverage afforded under this **SERVICE AGREEMENT **if **YOU **fail to perform any of **YOUR ** obligations under this **SERVICE AGREEMENT**. 23. Design defects or repairs due to the inability to process or display date data within and between the twentieth and twenty-first centuries. 24. Faulty workmanship, repairs or replacement due to a manufacturer’s recall, defects or errors in design, OR preexisting defects or deficiencies if known to **YOU **at the beginning of the **COVERAGE PERIOD **and not disclosed to **US.** 25. Obsolete Equipment including out-of-date, no longer serviceable because of technology changes or because of lack of parts or lack of manufacturer support; or the manufacturer has declared the units to be obsolete and will or cannot offer a service contract on the equipment; or the unit no longer meets minimum requirements for patient, user or operator safety; or the equipment no longer meets the minimum standards of any regulatory body or agency having jurisdiction over the certification or continued use of such equipment. 26. Vandalism or malicious mischief. 27. Components, products or items not specifically listed in this **SERVICE AGREEMENT** 28. Any repair covered by a manufacturer’s original warranty. 29. Unauthorized repairs performed by third parties. 30. Shipping damage to products resulting from inadequate packaging by **YOU**. 31. Any Emergency Service that is required to bring the **COVERED EQUIPMENT **into proper cryogen range, where notification of a decreased level was not provided to **US ** in the timeframe required under the terms of this**SERVICE AGREEMENT**; under these circumstances, **WE **reserve the right to not repair or perform cryogen work if damage to the system has resulted from neglected decreased cryogen levels. 32. Any cryogen beyond 1,000 liters per contract year. 33. Any costs related to a MRI quench, where there is no negligence on **OUR** part and where all components related to the cooling system are determined (in **OUR** sole discretion) to be in working condition. 34. Any **COVERED SERVICE** that is performed outside of the **COVERAGE** **HOURS**. 35. The costs of expedited shipping for parts related to**COVERED SERVICE **outside of** COVERAGE** **HOURS** **G. BREACH AND DEFAULT ** 1. If either party fails to comply with any of the terms and conditions outlined in this **SERVICE AGREEMENT**, the other party may give written notice of such failure. If, within fifteen (15) days after receiving such notice, the non-complying party fails to (a) correct its nonperformance or (b) commence and continue a good faith effort to correct its noncompliance within a reasonable time period, the party shall be in default of this **SERVICE AGREEMENT**. Notwithstanding the forgoing, **WE** may immediately declare **YOU ** in default under this **SERVICE AGREEMENT**, without notice or opportunity to cure, if **YOU **fail to pay any amount owing for the coverage provided under this **SERVICE AGREEMENT **on or before the date the payment is due, or if **YOU **present any false or fraudulent claim under this **SERVICE AGREEMENT** . 2. **WE **shall have no obligation to provide or pay for service not covered by this **SERVICE AGREEMENT **or for unnecessary or falsely recorded service, and the existence of any plan or scheme designed to cause **US **to do so shall constitute a default of this **SERVICE AGREEMENT **for which **WE **may exercise and prosecute any and all remedies available to **US **under this **SERVICE AGREEMENT **or by law. 3. Upon default of this **SERVICE AGREEMENT **by either party, the other party may terminate this **SERVICE AGREEMENT ** and/or exercise any other remedies set forth herein. 4. Any claim for damages arising from this **SERVICE AGREEMENT **must be brought to the attention of the other party in writing within sixty (60) days of the event giving rise to action, and any legal action arising from this **AGREEMENT ** be commenced within six (6) months after the cause of action arises. 5. If **YOU** fail to make a required payment when due (for this **SERVICE** **AGREEMENT** or any other contract for goods or services with **US**),** WE** reserve the right to suspend performance of **OUR** obligations under this and any other contract (whether existing now or in the future) for goods or services between **YOU **and **US **until the payment(s) becomes current. **YOU ** agree to pay interest in the amount of 1.5% per month (or the highest rate legal rate) may be charged on all amounts 90 days past due. **H. INDEMNIFICATION ** 1. **YOU **agree to release, indemnify, defend and hold **US**, **OUR **officers, employees, subcontractors and agents harmless from and against all claims, damages or losses of any nature (including but not limited to personal injury claims of patients) that rise out of or in connection with any breach of this**SERVICE AGREEMENT **by **YOU**, or the use of, the inability to use, or the interruption or failure to maintain the equipment covered under this **SERVICE AGREEMENT**. 2. **YOU **shall defend, with counsel suitable to **US,** and pay all costs, including attorney’s fees, and damages flowing from any claims that are subject to indemnification under the preceding paragraph. **WE **will notify **YOU **within thirty (30) days of receipt or discovery of any such claim.   **I. MISCELLANEOUS TERMS AND CONDITIONS ** 1. C**ancellation**. **YOU** may not cancel this **SERVICE AGREEMENT** before the end of the term. **WE** may cancel this **SERVICE AGREEMENT** at any time, upon not less than thirty (30) days advance written notice to**YOU**. Notice of cancellation shall be sent, in writing, to**YOUR** address stated on this**SERVICE AGREEMENT**. If this **SERVICE AGREEMENT** is canceled, **YOU** will be responsible to pay any of the annual **SERVICE AGREEMENT AMOUNT** earned up to the date of cancellation or the fair market value of any **REMEDIAL** **SERVICES** provided by **US **during the contract year, whichever is greater. This paragraph does not affect**OUR** right to terminate coverage under this **SERVICE AGREEMENT** as provided in Section G. 2. **Other Coverage**. The coverage under this **SERVICE AGREEMENT **shall be in excess in relation to any coverage under any insurance policy, warranty, guarantee, or another **SERVICE AGREEMENT**. 3. **Right, Title or Interests in COVERED EQUIPMENT**. **YOU **warrant and represent, so that **WE **may rely thereon, that **YOU **are the owner, lessee, or licensee of all the **COVERED EQUIPMENT **of this **AGREEMENT**, including hardware and software, with respect to which coverage is to be provided under this **AGREEMENT**, and that **YOU **are fully authorized to enter this**SERVICE AGREEMENT **with respect to the **COVERED EQUIPMENT**. **YOU **will indemnify and hold **US **harmless from and against any liability to any other party claiming an interest in any of the **COVERED EQUIPMENT, **including but not limited to claims by secured lenders and equipment lessors. If **WE** replace any component or Covered Equipment, **You** agree to transfer all rights, title and interest in the replaced component or Covered Equipment to **Us**. 4. **Concealment or Misrepresentation**. This **SERVICE AGREEMENT **shall be void if **YOU ** have concealed or misrepresented any material fact or circumstance concerning the coverage afforded by this **SERVICE AGREEMENT **or in the case of fraud, attempted fraud, or false swearing by **YOU **that is any way related to the coverage afforded by this **SERVICE AGREEMENT**, whether before or after a loss. 5. **Equipment Relocation**: **YOU **agree to give **US **prompt written notice of any relocation or modification of the **COVERED EQUIPMENT**, and agree not to relocate or modify any portion of the **COVERED EQUIPMENT **or its components in a way that would reasonably increase the risk of system malfunction, or allow anyone access to the internal components. If, in **OUR **opinion, any relocation or modification impedes or increases the cost of coverage, creates a safety hazard or otherwise increases the risk to **US, **is likely to interfere with service by third parties, or is likely to cause the**COVERED EQUIPMENT **to experience a **BREAKDOWN**, **WE**, at **OUR ** option, may either terminate this **SERVICE AGREEMENT **with respect to the affected **COVERED EQUIPMENT**, or adjust the**SERVICE AGREEMENT AMOUNT **with written notice to**YOU**. If **WE **elect to terminate this**SERVICE AGREEMENT **with respect to the affected**COVERED EQUIPMENT**, the **SERVICE AGREEMENT AMOUNT **shall be equitably adjusted. 6. **Adjustment of SERVICE AGREEMENT AMOUNT**. In addition to any other rights that WE may have under this **SERVICE AGREEMENT**,** WE **reserve the right to adjust the **SERVICE AGREEMENT AMOUNT **in the event the equipment actually installed materially differs from the **COVERED EQUIPMENT **described in Equipment Description, or if features of any of the **COVERED EQUIPMENT **are changed after the Coverage Effective Date. Any adjustment made to the **SERVICE AGREEMENT AMOUNT **will be retroactive to the date of such change. 7. **Changes in COVERED SERVICE**. a. Additions, deletions, or changes in the**COVERED SERVICES **provided under this **SERVICE AGREEMENT **shall not be effective unless and until made in a written amendment to this **SERVICE AGREEMENT**, signed by **YOU **and accepted by **US**. b. If a change in **COVERED SERVICES** involves the addition of equipment to the **COVERED EQUIPMENT**, coverage shall not be effective until **WE **receive payment of any additional **SERVICE AGREEMENT AMOUNT **due to **US **as the result of the change. c. The effective date of coverage for additional equipment will be the date set forth in the written amendment. 8. **Remote Connection.** a**. **At **OUR** discretion, **WE** may elect to establish the ability to remotely access the **COVERED** **EQUIPMENT** through some networked connection (which may or may not include a hardware unit at the **COVERED** **EQUIPMENT’s** location), for the purposes of system monitoring, diagnostics and repair. b. In the event **WE** desire to establish remote connection, **WE** agree to: Provide any hardware, the installation, setup, or maintenance that is required to create and maintain the connection; Secure the connection with industry standard protections for the transmission of data; Prevent any transmission of Protected Health Information under HIPAA and; Access the **COVERED****EQUIPMENT** only for the designated purposes. **YOU** agree to: Provide reasonable physical and remote access (if necessary) to establish and maintain the remote connection; Provide an individual with network and information technology background to assist with the network issues from the **COVERED** **EQUIPMENT’s** facility; Safeguard the remote connection and any physical equipment remaining with the **COVERED** **EQUIPMENT **and; Grant **US** unlimited remote access during a **BREAKDOWN** and for the purposes of system monitoring, diagnostics and repair. c. On receipt of notice from **YOU**, **WE** will terminate any ongoing remote connection under this **SERVICE****AGREEMENT**. On receipt of notice from **US**, **YOU** will facilitate the return shipment of any physical hardware remaining at the **COVERED** **EQUIPMENT’s** location. 9. **Assignment**. a. **YOU **may not transfer or assign any of**YOUR **rights or benefits under this **SERVICE AGREEMENT **without **OUR **prior written consent. If however, **YOU **are adjudged bankrupt or insolvent, and written notice is given to **US **within sixty (60) days of such adjudication, this **AGREEMENT **shall cover **YOUR **legal representative provided that all payments due are paid. b. **WE **may transfer or assign **OUR ** interests under this **SERVICE AGREEMENT,** or any portion thereof. **WE**, or **OUR **successor or assignee, shall notify **YOU **in writing within thirty (30) days after the effective date of a transfer or assignment, and shall provide **YOU **with the name and mailing address of the transferee or assignee. **WE **shall be released from all liabilities or obligations to provide the **COVERED SERVICES** under this **SERVICE AGREEMENT **upon notification to**YOU **of the transfer or assignment of this **SERVICE AGREEMENT**. 10. **Changes to the AGREEMENT. **Except as otherwise provided in this **SERVICE AGREEMENT**, this **SERVICE AGREEMENT **may not be amended, revised, or modified except in a writing, signed by authorized representatives of both parties. 11. **Right of Subrogation. **In the event of any payment made by **US **for **COVERED SERVICES ** under this **SERVICE AGREEMENT**, **WE **shall be subrogated to all **YOUR **rights of recovery therefore against any person or entity, and **YOU **shall execute and deliver to **US **such instruments, assignments, and papers as requested by **US **and do whatever is necessary to secure such rights or to effectuate **OUR **exercising of such rights. **YOU **shall do nothing to prejudice or waive **OUR **subrogation rights. In addition, all monies recovered by **YOU **for which **YOU **have received benefits under this **SERVICE AGREEMENT **shall belong to **US**, and shall be immediately paid to **US ** by **YOU **upon demand, up to the total amounts of the benefits paid by **US**. 12. **GOVERNING LAW; DISPUTE RESOLUTION; JURISDICTION. ** The **AGREEMENT **shall be construed and governed according to the laws of the State of Michigan. The provisions of the United Nations Convention on Contracts for the International Sale of Goods, and any conflict-of-laws provisions that would require application of another choice of law, are excluded. In the event of any dispute arising from or relating to the **AGREEMENT**, the parties hereto shall initially use their best efforts to amicably settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and attempt to reach a mutually satisfactory solution. If they do not reach such a solution, all disputes, claims, questions, or differences regarding the **AGREEMENT**, or any other matter between the parties, will be finally resolved by binding arbitration, conducted in the English language using a single arbitrator. Unless otherwise agreed by **US**: (1) if the arbitration involves only United States parties, it will be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this clause; (2) if the arbitration involves any parties not domiciled in the United States, it will be conducted under the International Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this clause; (3) the arbitration shall be heard at **OUR** main offices in Holt, Michigan, USA; (4) the arbitrator will be selected from a list using the recommended selection method under the rules applicable to the arbitration proceeding; (5) the arbitrator's award shall include costs, reasonable attorney’s fees and interest to the substantially prevailing party, but in no event will any party be awarded penal, punitive or exemplary damages; and (6) the award of the arbitrator will be enforceable in any court of competent jurisdiction. 13. **Scope of Coverage**. This**SERVICE AGREEMENT **is not valid as to ** COVERED EQUIPMENT **located anywhere outside of the Continental United States, Alaska, and Hawaii. 14. **Abandonment**: There can be no abandonment of the**COVERED EQUIPMENT **by **YOU **to **US**. 15. **Waiver**. No failure of either party to exercise any right or power given under this **AGREEMENT**, or to insist upon strict compliance with any obligations specified in this **AGREEMENT**, and no custom or practice at variance with the terms of this **AGREEMENT**, absent such an express written waiver, shall constitute a waiver of either parties right to demand exact compliance with the terms of this **AGREEMENT**. 16. **Severability**. If any portion of this **AGREEMENT **is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this **AGREEMENT**, and the parties further agree to substitute for the invalid provision a valid provision that most closely approximates the economic effect and intent of the invalid provision. 17. **Notices**. Any notices, requests, instructions, or other documents to be given hereunder by **YOU **to **US**, or **US **to **YOU**, shall be in writing and, except as otherwise specifically provided herein, shall be delivered electronically, by facsimile, personally, sent by registered, certified or first class mail, or by reputable overnight carrier to the respective address, or to other address as any party hereto may designate by prior written notice to the other, delivered in accordance with this stipulation. With respect to those notices that must be given within a certain time period as set out herein, such notices will be deemed effective upon receipt. 18.** Covered Equipment Use. YOU** represent that the **COVERED EQUIPMENT **is only in-service scanning patients Monday through Friday, between the hours of 7 a.m. and 7 p.m. and that its use will not exceed that during the **COVERAGE PERIOD, ** unless specifically provided for in this SERVICE AGREEMENT. **J. ** **Equipment Performance Guarantee (UPTIME) ** 1. If a percentage of uptime is guaranteed in the Service Description, **WE** provide the following “uptime” guarantee for the **COVERED** **EQUIPMENT** for each contract year that the **COVERED** **EQUIPMENT** is subject to this **SERVICE** **AGREEMENT**. Uptime is calculated using 24 hours a day, 7 days a week, and 365 days a year; there are 8760 hours in the year. Uptime is defined as those hours when the **COVERED** **EQUIPMENT** is not **DOWN**. The system is determined to be **DOWN** when it is experiencing a **BREAKDOWN** which prevents clinical use. **YOU** should contract **US** immediately if this type of **BREAKDOWN** occurs. 2. The hours **DOWN** starts when **YOU** notify**US** of the **BREAKDOWN** and ends when any**REMEDIAL** **SERVICE** is completed and the **COVERED** **EQUIPMENT** is available for clinical use. There are conditions under which the **COVERED** **EQUIPMENT** shall not be considered **DOWN**. These conditions include (but are not limited to) interruptions in clinical use due to: a. Scheduled Preventative Maintenance and related services; b. **YOUR** failure to perform an On-Going Responsibility Under This Service AGREEMENT; c. **YOUR** failure to perform **YOUR** Responsibilities In the Event of a Breakdown; d. Circumstances where a **BREAKDOWN** is excluded from **COVERED** **SERVICES**; e. Equipment **BREAKDOWNS** due to improper system administration, i.e. ignoring proper backup procedures; f. Any time when **OUR** access to the **COVERED** **EQUIPMENT** is restricted, whether physically, electronically or time-wise (e.g. after hours repairs). 3. Uptime percentage is calculated as 8760 hours minus hours DOWN, divided by 8760. Whether **WE** meet the Equipment Performance Guarantee will be determined over each year of the term. For each whole percentage point less the Uptime Percentage is determined to be than the percentage noted in the Service Description for each piece of equipment,**WE** will extend the **COVERAGE** **PERIOD** by seven (7) days, for a maximum of 8 weeks (e.g. If the percentage promised on the first page was 98% and the Uptime Percentage was 96.5, that would lead to an extension of seven (7) days; 95.1% would lead to an extension of fourteen (14) days). For contracts after August 21, 2019, and before March 10, 2021. **GENERAL. ** These terms and conditions constitute an integral part of the Agreement between the parties to enter into this transaction and shall govern the rights and responsibilities of the parties with respect to any warranty or maintenance services. **DEFINITIONS** **WE, US, and OUR ** means Block Imaging International, Inc., a Michigan Corporation. **YOU ** and** YOUR **means the individual, group, or company listed as Buyer on the Sales Agreement. **SERVICE AGREEMENT ** means the contract for maintenance services contained in the Sales Agreement and these terms and conditions; **SERVICE** **AGREEMENT** includes any documents, Schedules, Endorsements, and Amendments attached to the Sales Agreement. **BREAKDOWN ** means the failure of any piece of **COVERED EQUIPMENT** covered by this **SERVICE AGREEMENT **to perform the manufacturer’s intended function(s) in normal service, **PREVENTATIVE MAINTENANCE ** means the schedule of routine maintenance services, if any, prescribed in the Equipment Description for each piece of **COVERED EQUIPMENT** that is intended to keep the equipment in good operating condition. Unless otherwise noted, **PREVENTATIVE MAINTENANCE** will be performed only during regular business hours (Monday – Friday, 8am -5pm, excluding holidays). **REMEDIAL SERVICE** means service, replacement parts and repairs required to restore a piece of **COVERED EQUIPMENT** to its normal operating condition when necessitated by a **BREAKDOWN**. **SERVICE AGREEMENT AMOUNT ** means the amount that **YOU **must pay in order for **US **to cover the equipment listed in Equipment Description under this **SERVICE AGREEMENT**. The **SERVICE AGREEMENT AMOUNT** is set forth in the Sales Agreement. If the **SERVICE** **AGREEMENT** is included with an equipment purchase, the **SERVICE** **AGREEMENT** **AMOUNT** equals the portion of the Total Purchase Price reasonably allocated to this **SERVICE AGREEMENT**. **COVERAGE PERIOD ** means the period described in the Sales Agreement. **COVERAGE HOURS** means the hours of the days within the **COVERAGE PERIOD** where **YOU **can request **REMEDIAL ****SERVICE**, **PREVENTATIVE** **MAINTENANCE**, report **BREAKDOWNS** and the hours of the days within the **COVERAGE** **PERIOD**. **COVERAGE HOURS** are identified on face of this **SERVICE AGREEMENT**. Outside of the **COVERAGE HOURS**, **REMEDIAL SERVICE** may be performed upon request at **OUR **then current overtime rates. **COVERED EQUIPMENT ** means the equipment that is listed in Equipment Description from the Sales Agreement. Notwithstanding the foregoing, the equipment listed in the Equipment Description will not be Covered Equipment if buyer is in default of the Sales Agreement. **COVERED SERVICE** means the **PREVENTIVE MAINTENANCE **and **REMEDIAL SERVICES** prescribed for each piece of **COVERED EQUIPMENT** under this **SERVICE AGREEMENT**. **AGGREGATE DEDUCTIBLE ** means the amount that **YOU **must pay for repairs to **YOUR COVERED EQUIPMENT **resulting from **BREAKDOWNS** before OUR obligation to pay commences. ** YOUR AGGREGATE DEDUCTIBLE **is the total amount of all deductibles which exist for equipment under this** SERVICE AGREEMENT **or other service agreements with ** US**. This amount shall automatically be adjusted as equipment is added or removed from service agreements with** US. YOUR **deductible for the **COVERED EQUIPMENT**, if any, is listed on the First Page of the Sales Agreement. **A. COVERAGE. ** In consideration of full payment of the **SERVICE AGREEMENT AMOUNT**, and subject to the terms, conditions and limitations set forth in this **SERVICE AGREEMENT**, including but not limited to the **AGGREGATE DEDUCTIBLE**, **WE **will pay for **COVERED SERVICE** performed on **COVERED EQUIPMENT** during the **COVERAGE PERIOD**. **B. NON-TRANSFERABLE** . This **SERVICE AGREEMENT **is not transferable by **YOU**, in whole or in part, or as to any piece of **COVERED EQUIPMENT**, without **OUR **consent, in **OUR** sole discretion, and shall remain in effect until expiration or earlier terminated as herein provided. ** C. YOUR ON-GOING RESPONSIBILITIES UNDER THIS SERVICE AGREEMENT ** . During the COVERAGE PERIOD of this **SERVICE AGREEMENT**,**YOU **agree that **YOU **will, at **YOUR** sole expense: 1. Pay all **SERVICE AGREEMENT AMOUNT**s as the same become due and owing under this **SERVICE AGREEMENT**; 2. Permit **US **or **OUR** designee to inspect, at all reasonable times, any and all of the **COVERED EQUIPMENT**; provided, however, that neither **OUR **right to make inspections, nor the making of any inspection of **COVERED EQUIPMENT** shall constitute any representation, warranty, or undertaking whatsoever by **US** for **YOUR** benefit or for the benefit of others regarding the condition, quality, or suitability of the **COVERED EQUIPMENT**; 3. Store and safeguard **COVERED EQUIPMENT **or components of **COVERED EQUIPMENT** that have been replaced in the performance of **COVERED SERVICE** until such time as **WE** or **OUR** designee have an opportunity to inspect them; 4. Cooperate and assist **US **in any matter as **WE** may reasonably request concerning the performance of **COVERED SERVICES**; 5. Follow all of the installation, operation, and maintenance instructions provided by the manufacturer(s) or service vendor(s) of the **COVERED EQUIPMENT**; 6. Provide the proper environment as specified by the manufacturer(s) or service vendor(s) of the **COVERED EQUIPMENT**, including, but not limited to temperature, humidity, and dust control; 7. Provide the proper electrical and telecommunications connections as specified by the manufacturer(s) or service vendor(s) of the **COVERED EQUIPMENT**; 8. Maintain all protective safeguard and safety devices recommended by the manufacturer and/or service vendor(s) for the **COVERED EQUIPMENT**; 9. Prevent **COVERED EQUIPMENT **from being exposed to any harmful condition; 10. **YOU **are responsible for patient data and ensuring data backups are performed. **WE **are not responsible nor can be held liable for any lost patient data; and 11. If the **COVERED EQUIPMENT** includes an MRI machine utilizing cryogens, **YOU **are responsible for monitoring the cryogen level and immediately notifying **US **if/when the level decreases below 70% and before it reaches 60%. **D. YOUR RESPONSIBILITIES IN THE EVENT OF A BREAKDOWN. ** In the event of a **BREAKDOWN **involving **COVERED EQUIPMENT**, as conditions precedent to **OUR **obligations under this **SERVICE AGREEMENT**, **YOU **must: 1. Notify **US **within 24 hours of the occurrence of a **BREAKDOWN**, and provide **US** with a detailed description of how, when, and where the **BREAKDOWN ** occurred; 2. Make the **COVERED EQUIPMENT** that has experienced the **BREAKDOWN **accessible for the performance of **REMEDIAL SERVICE**. 3. Take all reasonable steps within **YOUR **power to minimize the extent of damage to **COVERED EQUIPMENT**; 4. Preserve and protect the **COVERED EQUIPMENT **from further damage and make it available for inspection by **US **or **OUR **designee; and 5. Provide adequate working space within a reasonable distance of the **COVERED EQUIPMENT** for use by field service personnel and facilities for storage and safekeeping of materials, equipment and parts. 6.** YOU **shall provide unrestricted and safe access to the said **COVERED EQUIPMENT**, during normal business hours of 8:00am to 5:00pm Monday thru Friday, for **US **and **OUR **representatives and shall cooperate with **OUR **representatives in their performance of the **REMEDIAL SERVICES** under this **SERVICE AGREEMENT**. **E. LIMITS OF LIABILITY ** 1. **OUR** maximum obligation for any covered **BREAKDOWN **for a piece of **COVERED EQUIPMENT **during each year (or, if the term is less than one year, during the term) of the ** SERVICE AGREEMENT **is the least of (i) the cost of replacing the individual piece of **COVERED EQUIPMENT **with a comparable piece of equipment (as described in the next paragraph), (ii) the cost to repair the piece of **COVERED EQUIPMENT** to its normal operating condition; and (iii) the limit of liability shown in Equipment Description for the specific piece of **COVERED EQUIPMENT**. 2. If **WE **elect, in **OUR** sole discretion, to replace **COVERED EQUIPMENT**, WE will use **OUR** reasonable efforts to replace it with comparable equipment. In all cases, **WE **will determine product comparability in **OUR **sole discretion. **WE ** are not responsible for upgrades, and **WE **are not responsible for the cost of construction, carpentry, or other modifications to **YOUR **facilities that may be required in order to transport/rig or install replacement equipment. 3. Replacement of a piece of **COVERED EQUIPMENT** constitutes complete fulfillment of **OUR** obligations under this **SERVICE AGREEMENT, **and releases **US **from all future obligation with respect to the replaced **COVERED EQUIPMENT **for the remainder of the **COVERAGE PERIOD**. **WE **may, but are not required to, offer **YOU **a quote to amend this **AGREEMENT **to add the replacement Equipment to the coverage for the remainder of the **COVERAGE PERIOD**. 4. In no event shall **WE** be liable to **YOU **or any other party claiming any interest in the **COVERED EQUIPMENT **for special, indirect, incidental or consequential damages relating directly or indirectly to this **SERVICE AGREEMENT**. 5. **OUR** limit of liability for ALL claims, demands, lawsuits, arbitrations or other disputes under this **SERVICE** **AGREEMENT** is equal to the **SERVICE** **AGREEMENT** **AMOUNT** actually received by **US**. **F. EXCLUSIONS FROM COVERED SERVICES** . WE are not responsible for: 1. Any **BREAKDOWN **due to external causes (including, but not limited to): natural disaster, fire, wind, lightning, smoke, smog, explosion, collapse, earth movement, settling, cracking, shrinking or expansion, insect/rodent infestation, vehicle, aircraft, water damage from any source external to the **COVERED EQUIPMENT**, interruption of gas or electrical service, power surge, rust or corrosion damage caused by atmospheric conditions, war or hostile action, riot, vandalism, malicious mischief, theft, impact, abuse, misuse, nuclear radiation, radioactive contamination, mold and any acts of God. 2. Any cost associated with on-the-job training, applications support, applications training, or technical training of any sorts. 3. Any cost associated with equipment overhauls, modifications, tests or safety checks. 4. Any Stored Media. 5. Any cost associated with Hazardous Substances. 6. Any costs associated with rental equipment. 7. Consequential, secondary, or remote loss of any kind or description whatsoever. 8. Loss of market, depreciation, diminution of value. 9. Infidelity, dishonesty or misrepresentations on **YOUR ** part, or on the part of any of **YOUR **partners, officers, directors, agents, trustees, employees, or other party. 10. Any **BREAKDOWN **not reported during the **COVERAGE PERIOD**. 11. Any loss occasioned by any ordinance or law, or any order of governmental or municipal authority; or by virtue of the suspension, lapse, termination, or cancellation of any license, lease, or permit; or as the result of any injunction of any court. 12. Any claim for personal injury or sounding of product liability. 13. Any loss caused by business interruption, delay or lost market; 14. Any loss due to misrepresentation or any attempt to defraud **US**, including collusion between **YOU **and repair personnel. 15. Any **BREAKDOWN **caused by intentional or negligent misuse or destruction (including, but not limited to): loss due to failure to operate or maintain the product in accordance with manufacturer’s recommended instructions. 16. Unauthorized alterations or failure to comply with building codes and regulations regarding product installation. 17. Betterment, upgrades or improvement, to the **COVERED EQUIPMENT**. 18. Cosmetic damage (including, but not limited to): dents, rust, scratches, discoloration, paint chipping. 19. Replacement of consumable items (including, but not limited to: vacuum bags, trash compactor bags, toner and drum cartridges, tapes, filters, keys, batteries, oil, grease, or other lubricants, belts, coolants, refrigerants, bulbs, blades, battery coils, tubes of any kind, and tires). 20. Light emitting sources (including, but not limited to): any form of lamp which emits radiant energy, unless a covered loss has occurred relating to the **COVERED EQUIPMENT **of which such light source forms a part of or to which it was temporarily attached at the time the loss occurred. 21. Any type of glassware (including, but not limited to): roentgen tubes, x-ray tubes, flouro tubes, TV pickup tubes such as vidicons, gas CT detectors, tetrodes, laser tubes, image intensifiers, nuclear medicine scinitillation crystals, linear accelerator beam center lines, wave guides and attachments, electron guns, magnatrons, klystrons and thyatrons, ultrasound transducers, and fiber optic cables unless specifically endorsed. Where glassware is specifically endorsed in this Agreement, **WE** are not responsible for any repair/replacement within one year of another glassware replacement. 22. Any coverage afforded under this **SERVICE AGREEMENT **if **YOU **fail to perform any of **YOUR ** obligations under this **SERVICE AGREEMENT**. 23. Design defects or repairs due to the inability to process or display date data within and between the twentieth and twenty-first centuries. 24. Faulty workmanship, repairs or replacement due to a manufacturer’s recall, defects or errors in design, OR preexisting defects or deficiencies if known to **YOU **at the beginning of the **COVERAGE PERIOD **and not disclosed to **US.** 25. Obsolete Equipment including out-of-date, no longer serviceable because of technology changes or because of lack of parts or lack of manufacturer support; or the manufacturer has declared the units to be obsolete and will or cannot offer a service contract on the equipment; or the unit no longer meets minimum requirements for patient, user or operator safety; or the equipment no longer meets the minimum standards of any regulatory body or agency having jurisdiction over the certification or continued use of such equipment. 26. Vandalism or malicious mischief. 27. Components, products or items not specifically listed in this **SERVICE AGREEMENT** 28. Any repair covered by a manufacturer’s original warranty. 29. Unauthorized repairs performed by third parties. 30. Shipping damage to products resulting from inadequate packaging by **YOU**. 31. Any Emergency Service that is required to bring the **COVERED EQUIPMENT **into proper cryogen range, where notification of a decreased level was not provided to **US ** in the time frame required under the terms of this **SERVICE AGREEMENT**; under these circumstances, **WE **reserve the right to not repair or perform cryogen work if damage to the system has resulted from neglected decreased cryogen levels. 32. Any cryogen beyond 1,000 liters per contract year. 33. Any costs related to a MRI quench, where there is no negligence on **OUR** part and where all components related to the cooling system are determined (in **OUR** sole discretion) to be in working condition. 34. Any **COVERED SERVICE** that is performed outside of the **COVERAGE** **HOURS**. 35. The costs of expedited shipping for parts related to **COVERED SERVICE **outside of** COVERAGE** **HOURS** **G. BREACH AND DEFAULT ** 1. If either party fails to comply with any of the terms and conditions outlined in this **SERVICE AGREEMENT**, the other party may give written notice of such failure. If, within fifteen (15) days after receiving such notice, the non-complying party fails to (a) correct its nonperformance or (b) commence and continue a good faith effort to correct its noncompliance within a reasonable time period, the party shall be in default of this **SERVICE AGREEMENT**. Notwithstanding the forgoing, **WE** may immediately declare **YOU ** in default under this **SERVICE AGREEMENT**, without notice or opportunity to cure, if **YOU **fail to pay any amount owing for the coverage provided under this **SERVICE AGREEMENT **on or before the date the payment is due, or if **YOU **present any false or fraudulent claim under this **SERVICE AGREEMENT** . 2. **WE **shall have no obligation to provide or pay for service not covered by this **SERVICE AGREEMENT **or for unnecessary or falsely recorded service, and the existence of any plan or scheme designed to cause **US **to do so shall constitute a default of this **SERVICE AGREEMENT **for which **WE **may exercise and prosecute any and all remedies available to **US **under this **SERVICE AGREEMENT **or by law. 3. Upon default of this **SERVICE AGREEMENT **by either party, the other party may terminate this **SERVICE AGREEMENT ** and/or exercise any other remedies set forth herein. 4. Any claim for damages arising from this **SERVICE AGREEMENT **must be brought to the attention of the other party in writing within sixty (60) days of the event giving rise to action, and any legal action arising from this **AGREEMENT ** be commenced within six (6) months after the cause of action arises. 5. If **YOU** fail to make a required payment when due (for this **SERVICE** **AGREEMENT** or any other contract for goods or services with **US**),** WE** reserve the right to suspend performance of **OUR** obligations under this and any other contract (whether existing now or in the future) for goods or services between **YOU **and **US **until the payment(s) becomes current. **YOU ** agree to pay interest in the amount of 1.5% per month (or the highest rate legal rate) may be charged on all amounts 90 days past due. **H. INDEMNIFICATION ** 1. **YOU **agree to release, indemnify, defend and hold **US**, **OUR **officers, employees, subcontractors and agents harmless from and against all claims, damages or losses of any nature (including but not limited to personal injury claims of patients) that rise out of or in connection with any breach of this**SERVICE AGREEMENT **by **YOU**, or the use of, the inability to use, or the interruption or failure to maintain the equipment covered under this **SERVICE AGREEMENT**. 2. **YOU **shall defend, with counsel suitable to **US,** and pay all costs, including attorney’s fees, and damages flowing from any claims that are subject to indemnification under the preceding paragraph. **WE **will notify **YOU **within thirty (30) days of receipt or discovery of any such claim.   **I. MISCELLANEOUS TERMS AND CONDITIONS ** 1. C**ancellation**. **YOU** may not cancel this **SERVICE AGREEMENT** before the end of the term. **WE** may cancel this **SERVICE AGREEMENT** at any time, upon not less than thirty (30) days advance written notice to **YOU**. Notice of cancellation shall be sent, in writing, to **YOUR** address stated on this **SERVICE AGREEMENT**. If this **SERVICE AGREEMENT** is canceled, **YOU** will be responsible to pay any of the annual **SERVICE AGREEMENT AMOUNT** earned up to the date of cancellation or the fair market value of any **REMEDIAL** **SERVICES** provided by **US **during the contract year, whichever is greater. This paragraph does not affect **OUR** right to terminate coverage under this **SERVICE AGREEMENT** as provided in Section G. 2. **Other Coverage**. The coverage under this **SERVICE AGREEMENT **shall be in excess in relation to any coverage under any insurance policy, warranty, guarantee, or another **SERVICE AGREEMENT**. 3. **Right, Title or Interests in COVERED EQUIPMENT**. **YOU **warrant and represent, so that **WE **may rely thereon, that **YOU **are the owner, lessee, or licensee of all the **COVERED EQUIPMENT **of this **AGREEMENT**, including hardware and software, with respect to which coverage is to be provided under this **AGREEMENT**, and that **YOU **are fully authorized to enter this **SERVICE AGREEMENT **with respect to the **COVERED EQUIPMENT**. **YOU **will indemnify and hold **US **harmless from and against any liability to any other party claiming an interest in any of the **COVERED EQUIPMENT, **including but not limited to claims by secured lenders and equipment lessors. If **WE** replace any component or Covered Equipment, **You** agree to transfer all rights, title and interest in the replaced component or Covered Equipment to **Us**. 4. **Concealment or Misrepresentation**. This **SERVICE AGREEMENT **shall be void if **YOU ** have concealed or misrepresented any material fact or circumstance concerning the coverage afforded by this **SERVICE AGREEMENT **or in the case of fraud, attempted fraud, or false swearing by **YOU **that is any way related to the coverage afforded by this **SERVICE AGREEMENT**, whether before or after a loss. 5. **Equipment Relocation**: **YOU **agree to give **US **prompt written notice of any relocation or modification of the **COVERED EQUIPMENT**, and agree not to relocate or modify any portion of the **COVERED EQUIPMENT **or its components in a way that would reasonably increase the risk of system malfunction, or allow anyone access to the internal components. If, in **OUR **opinion, any relocation or modification impedes or increases the cost of coverage, creates a safety hazard or otherwise increases the risk to **US, **is likely to interfere with service by third parties, or is likely to cause the **COVERED EQUIPMENT **to experience a **BREAKDOWN**, **WE**, at **OUR ** option, may either terminate this **SERVICE AGREEMENT **with respect to the affected **COVERED EQUIPMENT**, or adjust the **SERVICE AGREEMENT AMOUNT **with written notice to **YOU**. If **WE **elect to terminate this **SERVICE AGREEMENT **with respect to the affected **COVERED EQUIPMENT**, the **SERVICE AGREEMENT AMOUNT **shall be equitably adjusted. 6. **Adjustment of SERVICE AGREEMENT AMOUNT**. In addition to any other rights that WE may have under this **SERVICE AGREEMENT**,** WE **reserve the right to adjust the **SERVICE AGREEMENT AMOUNT **in the event the equipment actually installed materially differs from the **COVERED EQUIPMENT **described in Equipment Description, or if features of any of the **COVERED EQUIPMENT **are changed after the Coverage Effective Date. Any adjustment made to the **SERVICE AGREEMENT AMOUNT **will be retroactive to the date of such change. 7. **Changes in COVERED SERVICE**. a. Additions, deletions, or changes in the **COVERED SERVICES **provided under this **SERVICE AGREEMENT **shall not be effective unless and until made in a written amendment to this **SERVICE AGREEMENT**, signed by **YOU **and accepted by **US**. b. If a change in **COVERED SERVICES** involves the addition of equipment to the **COVERED EQUIPMENT**, coverage shall not be effective until **WE **receive payment of any additional **SERVICE AGREEMENT AMOUNT **due to **US **as the result of the change. c. The effective date of coverage for additional equipment will be the date set forth in the written amendment. 8. **Remote Connection.** a**. **At **OUR** discretion, **WE** may elect to establish the ability to remotely access the **COVERED** **EQUIPMENT** through some networked connection (which may or may not include a hardware unit at the **COVERED** **EQUIPMENT’s** location), for the purposes of system monitoring, diagnostics and repair. b. In the event **WE** desire to establish remote connection, **WE** agree to: Provide any hardware, the installation, setup, or maintenance that is required to create and maintain the connection; Secure the connection with industry standard protections for the transmission of data; Prevent any transmission of Protected Health Information under HIPAA and; Access the **COVERED ****EQUIPMENT** only for the designated purposes. **YOU** agree to: Provide reasonable physical and remote access (if necessary) to establish and maintain the remote connection; Provide an individual with network and information technology background to assist with the network issues from the **COVERED** **EQUIPMENT’s** facility; Safeguard the remote connection and any physical equipment remaining with the **COVERED** **EQUIPMENT **and; Grant **US** unlimited remote access during a **BREAKDOWN** and for the purposes of system monitoring, diagnostics and repair. c. On receipt of notice from **YOU**, **WE** will terminate any ongoing remote connection under this **SERVICE ****AGREEMENT**. On receipt of notice from **US**, **YOU** will facilitate the return shipment of any physical hardware remaining at the **COVERED** **EQUIPMENT’s** location. 9. **Assignment**. a. **YOU **may not transfer or assign any of**YOUR **rights or benefits under this **SERVICE AGREEMENT **without **OUR **prior written consent. If however, **YOU **are adjudged bankrupt or insolvent, and written notice is given to **US **within sixty (60) days of such adjudication, this **AGREEMENT **shall cover **YOUR **legal representative provided that all payments due are paid. b. **WE **may transfer or assign **OUR ** interests under this **SERVICE AGREEMENT,** or any portion thereof. **WE **shall be released from all liabilities or obligations to provide the **COVERED SERVICES** under this **SERVICE AGREEMENT **upon assignment. 10. **Changes to the AGREEMENT. **Except as otherwise provided in this **SERVICE AGREEMENT**, this **SERVICE AGREEMENT **may not be amended, revised, or modified except in a writing, signed by authorized representatives of both parties. 11. **Right of Subrogation. **In the event of any payment made by **US **for **COVERED SERVICES ** under this **SERVICE AGREEMENT**, **WE **shall be subrogated to all **YOUR **rights of recovery therefore against any person or entity, and **YOU **shall execute and deliver to **US **such instruments, assignments, and papers as requested by **US **and do whatever is necessary to secure such rights or to effectuate **OUR **exercising of such rights. **YOU **shall do nothing to prejudice or waive **OUR **subrogation rights. In addition, all monies recovered by **YOU **for which **YOU **have received benefits under this **SERVICE AGREEMENT **shall belong to **US**, and shall be immediately paid to **US ** by **YOU **upon demand, up to the total amounts of the benefits paid by **US**. 12. **GOVERNING LAW; DISPUTE RESOLUTION; JURISDICTION. ** The **AGREEMENT **shall be construed and governed according to the laws of the State of Michigan. The provisions of the United Nations Convention on Contracts for the International Sale of Goods, and any conflict-of-laws provisions that would require application of another choice of law, are excluded. In the event of any dispute arising from or relating to the **AGREEMENT**, the parties hereto shall initially use their best efforts to amicably settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and attempt to reach a mutually satisfactory solution. If they do not reach such a solution, all disputes, claims, questions, or differences regarding the **AGREEMENT**, or any other matter between the parties, will be finally resolved by binding arbitration, conducted in the English language using a single arbitrator. Unless otherwise agreed by **US**: (1) if the arbitration involves only United States parties, it will be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this clause; (2) if the arbitration involves any parties not domiciled in the United States, it will be conducted under the International Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this clause; (3) the arbitration shall be heard at **OUR** main offices in Holt, Michigan, USA; (4) the arbitrator will be selected from a list using the recommended selection method under the rules applicable to the arbitration proceeding; (5) the arbitrator's award shall include costs, reasonable attorney’s fees and interest to the substantially prevailing party, but in no event will any party be awarded penal, punitive or exemplary damages; and (6) the award of the arbitrator will be enforceable in any court of competent jurisdiction. 13. **Scope of Coverage**. This **SERVICE AGREEMENT **is not valid as to ** COVERED EQUIPMENT **located anywhere outside of the Continental United States, Alaska, and Hawaii. 14. **Abandonment**: There can be no abandonment of the **COVERED EQUIPMENT **by **YOU **to **US**. 15. **Waiver**. No failure of either party to exercise any right or power given under this **AGREEMENT**, or to insist upon strict compliance with any obligations specified in this **AGREEMENT**, and no custom or practice at variance with the terms of this **AGREEMENT**, absent such an express written waiver, shall constitute a waiver of either parties right to demand exact compliance with the terms of this **AGREEMENT**. 16. **Severability**. If any portion of this **AGREEMENT **is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this **AGREEMENT**, and the parties further agree to substitute for the invalid provision a valid provision that most closely approximates the economic effect and intent of the invalid provision. 17. **Notices**. Any notices, requests, instructions, or other documents to be given hereunder by **YOU **to **US**, or **US **to **YOU**, shall be in writing and, except as otherwise specifically provided herein, shall be delivered electronically, by facsimile, personally, sent by registered, certified or first class mail, or by reputable overnight carrier to the respective address, or to other address as any party hereto may designate by prior written notice to the other, delivered in accordance with this stipulation. With respect to those notices that must be given within a certain time period as set out herein, such notices will be deemed effective upon receipt. **18. Covered Equipment Use. YOU** represent that the **COVERED EQUIPMENT **is only in-service scanning patients Monday through Friday, between the hours of 7 a.m. and 7 p.m. and that its use will not exceed that during the **COVERAGE PERIOD, **unless specifically provided for in this SERVICE AGREEMENT. **19. Auto-Renewal. ** Unless otherwise agreed, this **AGREEMENT** will automatically renew at the end of the **COVERAGE PERIOD** for one year (unless the initial **COVERAGE PERIOD** is less than one year, in which case the renewal will extend the **COVERAGE PERIOD** for that lesser length). The **SERVICE AGREEMENT AMOUNT**, increments, and due dates will remain during the renewal period. By providing written notice to US during the sixty (60) days prior to expiration of the initial COVERAGE PERIOD, YOU can opt out of the automatic renewal. **J. ** **Equipment Performance Guarantee (UPTIME) ** 1. If a percentage of uptime is guaranteed in the Service Description, **WE** provide the following “uptime” guarantee for the **COVERED** **EQUIPMENT** for each contract year that the **COVERED** **EQUIPMENT** is subject to this **SERVICE** **AGREEMENT**. Uptime is calculated using 24 hours a day, 7 days a week, and 365 days a year; there are 8760 hours in the year. Uptime is defined as those hours when the **COVERED** **EQUIPMENT** is not **DOWN**. The system is determined to be **DOWN** when it is experiencing a **BREAKDOWN** which prevents clinical use. **YOU** should contract **US** immediately if this type of **BREAKDOWN** occurs. 2. The hours **DOWN** starts when **YOU** notify **US** of the **BREAKDOWN** and ends when any **REMEDIAL** **SERVICE** is completed and the **COVERED** **EQUIPMENT** is available for clinical use. There are conditions under which the **COVERED** **EQUIPMENT** shall not be considered **DOWN**. These conditions include (but are not limited to) interruptions in clinical use due to: a. Scheduled Preventative Maintenance and related services; b. **YOUR** failure to perform an On-Going Responsibility Under This Service AGREEMENT; c. **YOUR** failure to perform **YOUR** Responsibilities In the Event of a Breakdown; d. Circumstances where a **BREAKDOWN** is excluded from **COVERED** **SERVICES**; e. Equipment **BREAKDOWNS** due to improper system administration, i.e. ignoring proper backup procedures; f. Any time when **OUR** access to the **COVERED** **EQUIPMENT** is restricted, whether physically, electronically or time-wise (e.g. after hours repairs). 3. Uptime percentage is calculated as 8760 hours minus hours DOWN, divided by 8760. Whether **WE** meet the Equipment Performance Guarantee will be determined over each year of the term. For each whole percentage point less the Uptime Percentage is determined to be than the percentage noted in the Service Description for each piece of equipment,**WE** will extend the **COVERAGE** **PERIOD** by seven (7) days, for a maximum of 8 weeks (e.g. If the percentage promised on the first page was 98% and the Uptime Percentage was 96.5, that would lead to an extension of seven (7) days; 95.1% would lead to an extension of fourteen (14) days). For contract between July 3, 2019 and August 21, 2019 **GENERAL. ** These terms and conditions constitute an integral part of the Agreement between the parties to enter into this transaction and shall govern the rights and responsibilities of the parties with respect to any warranty or maintenance services. **DEFINITIONS** **WE, US, and OUR ** means Block Imaging International, Inc., a Michigan Corporation. **YOU ** and** YOUR **means the individual, group, or company listed as Buyer on the Sales Agreement. **SERVICE AGREEMENT ** means the contract for maintenance services contained in the Sales Agreement and these terms and conditions; **SERVICE** **AGREEMENT** includes any documents, Schedules, Endorsements, and Amendments attached to the Sales Agreement. **BREAKDOWN ** means the failure of any piece of **COVERED EQUIPMENT** covered by this **SERVICE AGREEMENT **to perform the manufacturer’s intended function(s) in normal service, **PREVENTATIVE MAINTENANCE ** means the schedule of routine maintenance services, if any, prescribed in the Equipment Description for each piece of **COVERED EQUIPMENT** that is intended to keep the equipment in good operating condition. Unless otherwise noted, **PREVENTATIVE MAINTENANCE** will be performed only during regular business hours (Monday – Friday, 8am -5pm, excluding holidays). **REMEDIAL SERVICE** means service, replacement parts and repairs required to restore a piece of **COVERED EQUIPMENT** to its normal operating condition when necessitated by a **BREAKDOWN**. **SERVICE AGREEMENT AMOUNT ** means the amount that **YOU **must pay in order for **US **to cover the equipment listed in Equipment Description under this **SERVICE AGREEMENT**. The **SERVICE AGREEMENT AMOUNT** is set forth in the Sales Agreement. If the **SERVICE** **AGREEMENT** is included with an equipment purchase, the **SERVICE** **AGREEMENT** **AMOUNT** equals the portion of the Total Purchase Price reasonably allocated to this **SERVICE AGREEMENT**. **COVERAGE PERIOD ** means the period described in the Sales Agreement. **COVERAGE HOURS** means the hours of the days within the **COVERAGE PERIOD** where **YOU **can request **REMEDIAL ****SERVICE**, **PREVENTATIVE** **MAINTENANCE**, report **BREAKDOWNS** and the hours of the days within the **COVERAGE** **PERIOD**. **COVERAGE HOURS** are identified on face of this **SERVICE AGREEMENT**. Outside of the **COVERAGE HOURS**, **REMEDIAL SERVICE** may be performed upon request at **OUR **then current overtime rates. **COVERED EQUIPMENT ** means the equipment that is listed in Equipment Description from the Sales Agreement. Notwithstanding the foregoing, the equipment listed in the Equipment Description will not be Covered Equipment if buyer is in default of the Sales Agreement. **COVERED SERVICE** means the **PREVENTIVE MAINTENANCE **and **REMEDIAL SERVICES** prescribed for each piece of **COVERED EQUIPMENT** under this **SERVICE AGREEMENT**. **AGGREGATE DEDUCTIBLE ** means the amount that **YOU **must pay for repairs to **YOUR COVERED EQUIPMENT **resulting from **BREAKDOWNS** before OUR obligation to pay commences. ** YOUR AGGREGATE DEDUCTIBLE **is the total amount of all deductibles which exist for equipment under** this SERVICE AGREEMENT **or other service agreements with ** US**. This amount shall automatically be adjusted as equipment is added or removed from service agreements with** US. YOUR **deductible for the **COVERED EQUIPMENT**, if any, is listed on the First Page of the Service Agreement. **A. COVERAGE. ** In consideration of full payment of the **SERVICE AGREEMENT AMOUNT**, and subject to the terms, conditions and limitations set forth in this **SERVICE AGREEMENT**, including but not limited to the **AGGREGATE DEDUCTIBLE**, **WE **will pay for **COVERED SERVICE** performed on **COVERED EQUIPMENT** during the **COVERAGE PERIOD**. **B. NON-TRANSFERABLE** . This **SERVICE AGREEMENT **is not transferable by **YOU**, in whole or in part, or as to any piece of **COVERED EQUIPMENT**, without **OUR **consent, in **OUR** sole discretion, and shall remain in effect until expiration or earlier terminated as herein provided. ** C. YOUR ON-GOING RESPONSIBILITIES UNDER THIS SERVICE AGREEMENT ** . During the COVERAGE PERIOD of this **SERVICE AGREEMENT**,**YOU **agree that **YOU **will, at **YOUR** sole expense: 1. Pay all **SERVICE AGREEMENT AMOUNT**s as the same become due and owing under this **SERVICE AGREEMENT**; 2. Permit **US **or **OUR** designee to inspect, at all reasonable times, any and all of the **COVERED EQUIPMENT**; provided, however, that neither **OUR **right to make inspections, nor the making of any inspection of **COVERED EQUIPMENT** shall constitute any representation, warranty, or undertaking whatsoever by **US** for **YOUR** benefit or for the benefit of others regarding the condition, quality, or suitability of the **COVERED EQUIPMENT**; 3. Store and safeguard **COVERED EQUIPMENT **or components of **COVERED EQUIPMENT** that have been replaced in the performance of **COVERED SERVICE** until such time as **WE** or **OUR** designee have an opportunity to inspect them; 4. Cooperate and assist **US **in any matter as **WE** may reasonably request concerning the performance of **COVERED SERVICES**; 5. Follow all of the installation, operation, and maintenance instructions provided by the manufacturer(s) or service vendor(s) of the **COVERED EQUIPMENT**; 6. Provide the proper environment as specified by the manufacturer(s) or service vendor(s) of the **COVERED EQUIPMENT**, including, but not limited to temperature, humidity, and dust control; 7. Provide the proper electrical and telecommunications connections as specified by the manufacturer(s) or service vendor(s) of the **COVERED EQUIPMENT**; 8. Maintain all protective safeguard and safety devices recommended by the manufacturer and/or service vendor(s) for the **COVERED EQUIPMENT**; 9. Prevent **COVERED EQUIPMENT **from being exposed to any harmful condition; 10. **YOU **are responsible for patient data and ensuring data backups are performed. **WE **are not responsible nor can be held liable for any lost patient data; and 11. If the **COVERED EQUIPMENT** includes an MRI machine utilizing cryogens, **YOU **are responsible for monitoring the cryogen level and immediately notifying **US **if/when the level decreases below 70% and before it reaches 60%. **D. YOUR RESPONSIBILITIES IN THE EVENT OF A BREAKDOWN. ** In the event of a **BREAKDOWN **involving **COVERED EQUIPMENT**, as conditions precedent to **OUR **obligations under this **SERVICE AGREEMENT**, **YOU **must: 1. Notify **US **within 24 hours of the occurrence of a **BREAKDOWN**, and provide **US** with a detailed description of how, when, and where the **BREAKDOWN ** occurred; 2. Make the **COVERED EQUIPMENT** that has experienced the **BREAKDOWN **accessible for the performance of **REMEDIAL SERVICE**. 3. Take all reasonable steps within **YOUR **power to minimize the extent of damage to **COVERED EQUIPMENT**; 4. Preserve and protect the **COVERED EQUIPMENT **from further damage and make it available for inspection by **US **or **OUR **designee; and 5. Provide adequate working space within a reasonable distance of the **COVERED EQUIPMENT** for use by field service personnel and facilities for storage and safekeeping of materials, equipment and parts. 6.** YOU **shall provide unrestricted and safe access to the said **COVERED EQUIPMENT**, during normal business hours of 8:00am to 5:00pm Monday thru Friday, for **US **and **OUR **representatives and shall cooperate with **OUR **representatives in their performance of the **REMEDIAL SERVICES** under this **SERVICE AGREEMENT**. **E. LIMITS OF LIABILITY ** 1. **OUR** maximum obligation for any covered **BREAKDOWN **for a piece of **COVERED EQUIPMENT **during each year (or, if the term is less than one year, during the term) of the ** SERVICE AGREEMENT **is the least of (i) the cost of replacing the individual piece of **COVERED EQUIPMENT **with a comparable piece of equipment (as described in the next paragraph), (ii) the cost to repair the piece of **COVERED EQUIPMENT** to its normal operating condition; and (iii) the limit of liability shown in Equipment Description for the specific piece of **COVERED EQUIPMENT**. 2. If **WE **elect, in **OUR** sole discretion, to replace **COVERED EQUIPMENT**, WE will use **OUR** reasonable efforts to replace it with comparable equipment. In all cases, **WE **will determine product comparability in **OUR **sole discretion. **WE ** are not responsible for upgrades, and **WE **are not responsible for the cost of construction, carpentry, or other modifications to **YOUR **facilities that may be required in order to transport/rig or install replacement equipment. 3. Replacement of a piece of **COVERED EQUIPMENT** constitutes complete fulfillment of **OUR** obligations under this **SERVICE AGREEMENT, **and releases **US **from all future obligation with respect to the replaced **COVERED EQUIPMENT **for the remainder of the **COVERAGE PERIOD**. **WE **may, but are not required to, offer **YOU **a quote to amend this **AGREEMENT **to add the replacement Equipment to the coverage for the remainder of the **COVERAGE PERIOD**. 4. In no event shall **WE** be liable to **YOU **or any other party claiming any interest in the **COVERED EQUIPMENT **for special, indirect, incidental or consequential damages relating directly or indirectly to this **SERVICE AGREEMENT**. 5. **OUR** limit of liability for ALL claims, demands, lawsuits, arbitrations or other disputes under this **SERVICE** **AGREEMENT** is equal to the **SERVICE** **AGREEMENT** **AMOUNT** actually received by **US**. **F. EXCLUSIONS FROM COVERED SERVICES** . WE are not responsible for: 1. Any **BREAKDOWN **due to external causes (including, but not limited to): natural disaster, fire, wind, lightning, smoke, smog, explosion, collapse, earth movement, settling, cracking, shrinking or expansion, insect/rodent infestation, vehicle, aircraft, water damage from any source external to the **COVERED EQUIPMENT**, interruption of gas or electrical service, power surge, rust or corrosion damage caused by atmospheric conditions, war or hostile action, riot, vandalism, malicious mischief, theft, impact, abuse, misuse, nuclear radiation, radioactive contamination, mold and any acts of God. 2. Any cost associated with on-the-job training, applications support, applications training, or technical training of any sorts. 3. Any cost associated with equipment overhauls, modifications, tests or safety checks. 4. Any Stored Media. 5. Any cost associated with Hazardous Substances. 6. Any costs associated with rental equipment. 7. Consequential, secondary, or remote loss of any kind or description whatsoever. 8. Loss of market, depreciation, diminution of value. 9. Infidelity, dishonesty or misrepresentations on **YOUR ** part, or on the part of any of **YOUR **partners, officers, directors, agents, trustees, employees, or other party. 10. Any **BREAKDOWN **not reported during the **COVERAGE PERIOD**. 11. Any loss occasioned by any ordinance or law, or any order of governmental or municipal authority; or by virtue of the suspension, lapse, termination, or cancellation of any license, lease, or permit; or as the result of any injunction of any court. 12. Any claim for personal injury or sounding of product liability. 13. Any loss caused by business interruption, delay or lost market; 14. Any loss due to misrepresentation or any attempt to defraud **US**, including collusion between **YOU **and repair personnel. 15. Any **BREAKDOWN **caused by intentional or negligent misuse or destruction (including, but not limited to): loss due to failure to operate or maintain the product in accordance with manufacturer’s recommended instructions. 16. Unauthorized alterations or failure to comply with building codes and regulations regarding product installation. 17. Betterment, upgrades or improvement, to the **COVERED EQUIPMENT**. 18. Cosmetic damage (including, but not limited to): dents, rust, scratches, discoloration, paint chipping. 19. Replacement of consumable items (including, but not limited to: vacuum bags, trash compactor bags, toner and drum cartridges, tapes, filters, keys, batteries, oil, grease, or other lubricants, belts, coolants, refrigerants, bulbs, blades, battery coils, tubes of any kind, and tires). 20. Light emitting sources (including, but not limited to): any form of lamp which emits radiant energy, unless a covered loss has occurred relating to the **COVERED EQUIPMENT **of which such light source forms a part of or to which it was temporarily attached at the time the loss occurred. 21. Any type of glassware (including, but not limited to): roentgen tubes, x-ray tubes, flouro tubes, TV pickup tubes such as vidicons, gas CT detectors, tetrodes, laser tubes, image intensifiers, nuclear medicine scinitillation crystals, linear accelerator beam center lines, wave guides and attachments, electron guns, magnatrons, klystrons and thyatrons, ultrasound transducers, and fiber optic cables unless specifically endorsed. Where glassware is specifically endorsed in this Agreement, **WE** are not responsible for any repair/replacement within one year of another glassware replacement. 22. Any coverage afforded under this **SERVICE AGREEMENT **if **YOU **fail to perform any of **YOUR ** obligations under this **SERVICE AGREEMENT**. 23. Design defects or repairs due to the inability to process or display date data within and between the twentieth and twenty-first centuries. 24. Faulty workmanship, repairs or replacement due to a manufacturer’s recall, defects or errors in design, OR preexisting defects or deficiencies if known to **YOU **at the beginning of the **COVERAGE PERIOD **and not disclosed to **US.** 25. Obsolete Equipment including out-of-date, no longer serviceable because of technology changes or because of lack of parts or lack of manufacturer support; or the manufacturer has declared the units to be obsolete and will or cannot offer a service contract on the equipment; or the unit no longer meets minimum requirements for patient, user or operator safety; or the equipment no longer meets the minimum standards of any regulatory body or agency having jurisdiction over the certification or continued use of such equipment. 26. Vandalism or malicious mischief. 27. Components, products or items not specifically listed in this **SERVICE AGREEMENT** 28. Any repair covered by a manufacturer’s original warranty. 29. Unauthorized repairs performed by third parties. 30. Shipping damage to products resulting from inadequate packaging by **YOU**. 31. Any Emergency Service that is required to bring the **COVERED EQUIPMENT **into proper cryogen range, where notification of a decreased level was not provided to **US ** in the time frame required under the terms of this **SERVICE AGREEMENT**; under these circumstances, **WE **reserve the right to not repair or perform cryogen work if damage to the system has resulted from neglected decreased cryogen levels. 32. Any cryogen beyond 1,000 liters per contract year. 33. Any costs related to a MRI quench, where there is no negligence on **OUR** part and where all components related to the cooling system are determined (in **OUR** sole discretion) to be in working condition. 34. Any **COVERED SERVICE** that is performed outside of the **COVERAGE** **HOURS**. 35. The costs of expedited shipping for parts related to **COVERED SERVICE **outside of** COVERAGE** **HOURS** **G. BREACH AND DEFAULT ** 1. If either party fails to comply with any of the terms and conditions outlined in this **SERVICE AGREEMENT**, the other party may give written notice of such failure. If, within fifteen (15) days after receiving such notice, the non-complying party fails to (a) correct its nonperformance or (b) commence and continue a good faith effort to correct its noncompliance within a reasonable time period, the party shall be in default of this **SERVICE AGREEMENT**. Notwithstanding the forgoing, **WE** may immediately declare **YOU ** in default under this **SERVICE AGREEMENT**, without notice or opportunity to cure, if **YOU **fail to pay any amount owing for the coverage provided under this **SERVICE AGREEMENT **on or before the date the payment is due, or if **YOU **present any false or fraudulent claim under this **SERVICE AGREEMENT** . 2. **WE **shall have no obligation to provide or pay for service not covered by this **SERVICE AGREEMENT **or for unnecessary or falsely recorded service, and the existence of any plan or scheme designed to cause **US **to do so shall constitute a default of this **SERVICE AGREEMENT **for which **WE **may exercise and prosecute any and all remedies available to **US **under this **SERVICE AGREEMENT **or by law. 3. Upon default of this **SERVICE AGREEMENT **by either party, the other party may terminate this **SERVICE AGREEMENT ** and/or exercise any other remedies set forth herein. 4. Any claim for damages arising from this **SERVICE AGREEMENT **must be brought to the attention of the other party in writing within sixty (60) days of the event giving rise to action, and any legal action arising from this **AGREEMENT ** be commenced within six (6) months after the cause of action arises. 5. If **YOU** fail to make a required payment when due (for this **SERVICE** **AGREEMENT** or any other contract for goods or services with **US**),** WE** reserve the right to suspend performance of **OUR** obligations under this and any other contract (whether existing now or in the future) for goods or services between **YOU **and **US **until the payment(s) becomes current. **YOU **agree to pay interest in the amount of 1.5% per month (or the highest rate legal rate) may be charged on all amounts 90 days past due. **H. INDEMNIFICATION ** 1. **YOU **agree to release, indemnify, defend and hold **US**, **OUR **officers, employees, subcontractors and agents harmless from and against all claims, damages or losses of any nature (including but not limited to personal injury claims of patients) that rise out of or in connection with any breach of this **SERVICE AGREEMENT **by **YOU**, or the use of, the inability to use, or the interruption or failure to maintain the equipment covered under this **SERVICE AGREEMENT**. 2. **YOU **shall defend, with counsel suitable to **US,** and pay all costs, including attorney’s fees, and damages flowing from any claims that are subject to indemnification under the preceding paragraph. **WE **will notify **YOU **within thirty (30) days of receipt or discovery of any such claim.   **I. MISCELLANEOUS TERMS AND CONDITIONS ** 1. C**ancellation**. **YOU** may not cancel this **SERVICE AGREEMENT** before the end of the term. **WE** may cancel this **SERVICE AGREEMENT** at any time, upon not less than thirty (30) days advance written notice to **YOU**. Notice of cancellation shall be sent, in writing, to **YOUR** address stated on this **SERVICE AGREEMENT**. If this **SERVICE AGREEMENT** is canceled, **YOU** will be responsible to pay any of the annual **SERVICE AGREEMENT AMOUNT** earned up to the date of cancellation or the fair market value of any **REMEDIAL** **SERVICES** provided by **US **during the contract year, whichever is greater. This paragraph does not affect **OUR** right to terminate coverage under this **SERVICE AGREEMENT** as provided in Section G. 2. **Other Coverage**. The coverage under this **SERVICE AGREEMENT **shall be in excess in relation to any coverage under any insurance policy, warranty, guarantee, or another **SERVICE AGREEMENT**. 3. **Right, Title or Interests in COVERED EQUIPMENT**. **YOU **warrant and represent, so that **WE **may rely thereon, that **YOU **are the owner, lessee, or licensee of all the **COVERED EQUIPMENT **of this **AGREEMENT**, including hardware and software, with respect to which coverage is to be provided under this **AGREEMENT**, and that **YOU **are fully authorized to enter this **SERVICE AGREEMENT **with respect to the **COVERED EQUIPMENT**. **YOU **will indemnify and hold **US **harmless from and against any liability to any other party claiming an interest in any of the **COVERED EQUIPMENT, **including but not limited to claims by secured lenders and equipment lessors. If **WE** replace any component or Covered Equipment, **You** agree to transfer all rights, title and interest in the replaced component or Covered Equipment to **Us**. 4. **Concealment or Misrepresentation**. This **SERVICE AGREEMENT **shall be void if **YOU ** have concealed or misrepresented any material fact or circumstance concerning the coverage afforded by this **SERVICE AGREEMENT **or in the case of fraud, attempted fraud, or false swearing by **YOU **that is any way related to the coverage afforded by this **SERVICE AGREEMENT**, whether before or after a loss. 5. **Equipment Relocation**: **YOU **agree to give **US **prompt written notice of any relocation or modification of the **COVERED EQUIPMENT**, and agree not to relocate or modify any portion of the **COVERED EQUIPMENT **or its components in a way that would reasonably increase the risk of system malfunction, or allow anyone access to the internal components. If, in **OUR **opinion, any relocation or modification impedes or increases the cost of coverage, creates a safety hazard or otherwise increases the risk to **US, **is likely to interfere with service by third parties, or is likely to cause the **COVERED EQUIPMENT **to experience a **BREAKDOWN**, **WE**, at **OUR ** option, may either terminate this **SERVICE AGREEMENT **with respect to the affected **COVERED EQUIPMENT**, or adjust the **SERVICE AGREEMENT AMOUNT **with written notice to **YOU**. If **WE **elect to terminate this **SERVICE AGREEMENT **with respect to the affected **COVERED EQUIPMENT**, the **SERVICE AGREEMENT AMOUNT **shall be equitably adjusted. 6. **Adjustment of SERVICE AGREEMENT AMOUNT**. In addition to any other rights that WE may have under this **SERVICE AGREEMENT**,** WE **reserve the right to adjust the **SERVICE AGREEMENT AMOUNT **in the event the equipment actually installed materially differs from the **COVERED EQUIPMENT **described in Equipment Description, or if features of any of the **COVERED EQUIPMENT **are changed after the Coverage Effective Date. Any adjustment made to the **SERVICE AGREEMENT AMOUNT **will be retroactive to the date of such change. 7. **Changes in COVERED SERVICE**. a. Additions, deletions, or changes in the **COVERED SERVICES **provided under this **SERVICE AGREEMENT **shall not be effective unless and until made in a written amendment to this **SERVICE AGREEMENT**, signed by **YOU **and accepted by **US**. b. If a change in **COVERED SERVICES** involves the addition of equipment to the **COVERED EQUIPMENT**, coverage shall not be effective until **WE **receive payment of any additional **SERVICE AGREEMENT AMOUNT **due to **US **as the result of the change. c. The effective date of coverage for additional equipment will be the date set forth in the written amendment. 8. **Remote Connection.** a**. **At **OUR** discretion, **WE** may elect to establish the ability to remotely access the **COVERED** **EQUIPMENT** through some networked connection (which may or may not include a hardware unit at the **COVERED** **EQUIPMENT’s** location), for the purposes of system monitoring, diagnostics and repair. b. In the event **WE** desire to establish remote connection, **WE** agree to: Provide any hardware, the installation, setup, or maintenance that is required to create and maintain the connection; Secure the connection with industry standard protections for the transmission of data; Prevent any transmission of Protected Health Information under HIPAA and; Access the **COVERED ****EQUIPMENT** only for the designated purposes. **YOU** agree to: Provide reasonable physical and remote access (if necessary) to establish and maintain the remote connection; Provide an individual with network and information technology background to assist with the network issues from the **COVERED** **EQUIPMENT’s** facility; Safeguard the remote connection and any physical equipment remaining with the **COVERED** **EQUIPMENT **and; Grant **US** unlimited remote access during a **BREAKDOWN** and for the purposes of system monitoring, diagnostics and repair. c. On receipt of notice from **YOU**, **WE** will terminate any ongoing remote connection under this **SERVICE ****AGREEMENT**. On receipt of notice from **US**, **YOU** will facilitate the return shipment of any physical hardware remaining at the **COVERED** **EQUIPMENT’s** location. 9. **Assignment**. a. **YOU **may not transfer or assign any of **YOUR **rights or benefits under this **SERVICE AGREEMENT **without **OUR **prior written consent. If however, **YOU **are adjudged bankrupt or insolvent, and written notice is given to **US **within sixty (60) days of such adjudication, this **AGREEMENT **shall cover **YOUR **legal representative provided that all payments due are paid. b. **WE **may transfer or assign **OUR ** interests under this **SERVICE AGREEMENT,** or any portion thereof. **WE **shall be released from all liabilities or obligations to provide the **COVERED SERVICES** under this **SERVICE AGREEMENT **upon assignment. 10. **Changes to the AGREEMENT. **Except as otherwise provided in this **SERVICE AGREEMENT**, this **SERVICE AGREEMENT **may not be amended, revised, or modified except in a writing, signed by authorized representatives of both parties. 11. **Right of Subrogation. **In the event of any payment made by **US **for **COVERED SERVICES ** under this **SERVICE AGREEMENT**, **WE **shall be subrogated to all **YOUR **rights of recovery therefore against any person or entity, and **YOU **shall execute and deliver to **US **such instruments, assignments, and papers as requested by **US **and do whatever is necessary to secure such rights or to effectuate **OUR **exercising of such rights. **YOU **shall do nothing to prejudice or waive **OUR **subrogation rights. In addition, all monies recovered by **YOU **for which **YOU **have received benefits under this **SERVICE AGREEMENT **shall belong to **US**, and shall be immediately paid to **US ** by **YOU **upon demand, up to the total amounts of the benefits paid by **US**. 12. **GOVERNING LAW; DISPUTE RESOLUTION; JURISDICTION. ** The **AGREEMENT **shall be construed and governed according to the laws of the State of Michigan. The provisions of the United Nations Convention on Contracts for the International Sale of Goods, and any conflict-of-laws provisions that would require application of another choice of law, are excluded. In the event of any dispute arising from or relating to the **AGREEMENT**, the parties hereto shall initially use their best efforts to amicably settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and attempt to reach a mutually satisfactory solution. If they do not reach such a solution, all disputes, claims, questions, or differences regarding the **AGREEMENT**, or any other matter between the parties, will be finally resolved by binding arbitration, conducted in the English language using a single arbitrator. Unless otherwise agreed by **US**: (1) if the arbitration involves only United States parties, it will be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this clause; (2) if the arbitration involves any parties not domiciled in the United States, it will be conducted under the International Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this clause; (3) the arbitration shall be heard at **OUR** main offices in Holt, Michigan, USA; (4) the arbitrator will be selected from a list using the recommended selection method under the rules applicable to the arbitration proceeding; (5) the arbitrator's award shall include costs, reasonable attorney’s fees and interest to the substantially prevailing party, but in no event will any party be awarded penal, punitive or exemplary damages; and (6) the award of the arbitrator will be enforceable in any court of competent jurisdiction. 13. **Scope of Coverage**. This **SERVICE AGREEMENT **is not valid as to ** COVERED EQUIPMENT **located anywhere outside of the Continental United States, Alaska, and Hawaii. 14. **Abandonment**: There can be no abandonment of the **COVERED EQUIPMENT **by **YOU **to **US**. 15. **Waiver**. No failure of either party to exercise any right or power given under this **AGREEMENT**, or to insist upon strict compliance with any obligations specified in this **AGREEMENT**, and no custom or practice at variance with the terms of this **AGREEMENT**, absent such an express written waiver, shall constitute a waiver of either parties right to demand exact compliance with the terms of this **AGREEMENT**. 16. **Severability**. If any portion of this **AGREEMENT **is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this **AGREEMENT**, and the parties further agree to substitute for the invalid provision a valid provision that most closely approximates the economic effect and intent of the invalid provision. 17. **Notices**. Any notices, requests, instructions, or other documents to be given hereunder by **YOU **to **US**, or **US **to **YOU**, shall be in writing and, except as otherwise specifically provided herein, shall be delivered electronically, by facsimile, personally, sent by registered, certified or first class mail, or by reputable overnight carrier to the respective address, or to other address as any party hereto may designate by prior written notice to the other, delivered in accordance with this stipulation. With respect to those notices that must be given within a certain time period as set out herein, such notices will be deemed effective upon receipt. 18. **Covered Equipment Use. YOU** represent that the **COVERED EQUIPMENT **is only in service scanning patients Monday through Friday, between the hours of 7 a.m. and 7 p.m. and that its use will not exceed that during the **COVERAGE PERIOD, ** unless specifically provided for in this SERVICE AGREEMENT. **J. ** **Equipment Performance Guarantee (UPTIME) ** 1. If a percentage of uptime is guaranteed in the Service Description, **WE** provide the following “uptime” guarantee for the **COVERED** **EQUIPMENT** for each contract year that the **COVERED** **EQUIPMENT** is subject to this **SERVICE** **AGREEMENT**. Uptime is calculated using 24 hours a day, 7 days a week, and 365 days a year; there are 8760 hours in the year. Uptime is defined as those hours when the **COVERED** **EQUIPMENT** is not **DOWN**. The system is determined to be **DOWN** when it is experiencing a **BREAKDOWN** which prevents clinical use. **YOU** should contract **US** immediately if this type of **BREAKDOWN** occurs. 2. The hours **DOWN** starts when **YOU** notify **US** of the **BREAKDOWN** and ends when any **REMEDIAL** **SERVICE** is completed and the **COVERED** **EQUIPMENT** is available for clinical use. There are conditions under which the **COVERED** **EQUIPMENT** shall not be considered **DOWN**. These conditions include (but are not limited to) interruptions in clinical use due to: a. Scheduled Preventative Maintenance and related services; b. **YOUR** failure to perform an On-Going Responsibility Under This Service AGREEMENT; c. **YOUR** failure to perform **YOUR** Responsibilities In the Event of a Breakdown; d. Circumstances where a **BREAKDOWN** is excluded from **COVERED** **SERVICES**; e. Equipment **BREAKDOWNS** due to improper system administration, i.e. ignoring proper backup procedures; f. Any time when **OUR** access to the **COVERED** **EQUIPMENT** is restricted, whether physically, electronically or time-wise (e.g. after hours repairs). 3. Uptime percentage is calculated as 8760 hours minus hours DOWN, divided by 8760. Whether **WE** meet the Equipment Performance Guarantee will be determined over each year of the term. For each whole percentage point less the Uptime Percentage is determined to be than the percentage noted in the Service Description for each piece of equipment,**WE** will extend the **COVERAGE** **PERIOD** by seven (7) days, for a maximum of 8 weeks (e.g. If the percentage promised on the first page was 98% and the Uptime Percentage was 96.5, that would lead to an extension of seven (7) days; 95.1% would lead to an extension of fourteen (14) days). ## Contact Us **Call [ 1-517-668-8800](tel:+1-517-668-8800)** **Block Imaging Headquarters** [ 1845 Cedar Street Holt, MI 48842](https://goo.gl/maps/ntVx4csLK2D2) [info@blockimaging.com](mailto:info@blockimaging.com) ## Quick Links [about](https://www.blockimaging.com/about-us) [products](https://www.blockimaging.com/equipment) [learning center](https://www.blockimaging.com/medical-imaging-equipment-resources) [price guides](https://www.blockimaging.com/imaging-equipment-prices) [inventory](https://www.blockimaging.com/equipment/inventory) [search](https://www.blockimaging.com/search) ## Resources [MRI Machine Buyer's Guide](https://www.blockimaging.com/mri-buyers-guide) [MRI Project Planning Checklist](https://www.blockimaging.com/mri-project-checklist) [CT Scanner Buyer's Guide](https://www.blockimaging.com/ct-scanner-buyers-guide) [C-Arm Buyer's Guide](https://www.blockimaging.com/c-arm-buyers-guide) [Cath Lab Buyer's Guide](https://www.blockimaging.com/cath-lab-buyers-guide) [Watch Service Video Tutorials](https://www.blockimaging.com/imaging-equipment-service-videos) [*...and many more!*](https://www.blockimaging.com/medical-imaging-equipment-resources) ## Connect [![Facebook](https://www.blockimaging.com/hubfs/New_2016_Homepage/Social-Media-Icons/facebook-gray-35.png)](https://www.facebook.com/BlockImaging) [![Twitter](https://www.blockimaging.com/hubfs/New_2016_Homepage/Social-Media-Icons/twitter-gray-35.png)](https://twitter.com/BlockImaging) [![RSS](https://www.blockimaging.com/hubfs/New_2016_Homepage/Social-Media-Icons/rss-gray-35.png)](http://feeds.feedburner.com/RefurbishedMedicalImagingIndustryBlog) [![Facebook](https://www.blockimaging.com/hubfs/New_2016_Homepage/Social-Media-Icons/youtube-gray-35.png)](https://www.youtube.com/user/BlockImaging) [![LinkedIn](https://www.blockimaging.com/hubfs/New_2016_Homepage/Social-Media-Icons/linkedin-gray-35.png)](https://www.linkedin.com/company/blockimaging) *[English](https://www.blockimaging.com/)       [Deutsch](https://www.blockimaging.com/erneuerte-bildgebende-medizintechnikgerate)       [Español](https://www.blockimaging.com/equipos-medicos-de-diagnostico-por-imagenes)       [Français](https://www.blockimaging.com/fran%C3%A7ais)       *[日本語](https://nihon.blockimaging.com/%E6%97%A5%E6%9C%AC%E3%83%96%E3%83%AD%E3%83%83%E3%82%AF%E3%82%A4%E3%83%A1%E3%83%BC%E3%82%B8%E3%83%B3%E3%82%B0%E6%A0%AA%E5%BC%8F%E4%BC%9A%E7%A4%BE)       *[Русский](https://www.blockimaging.com/o-%D0%B1%D0%BB%D0%BE%D0%BA-%D0%B8%D0%BC%D0%B0%D0%B4%D0%B6%D0%B8%D0%BD%D0%B3)* [Terms of Use](https://www.blockimaging.com/terms/terms-of-use)     [Privacy Policy](https://www.blockimaging.com/terms/privacy-policy) ```json { "@context" : "https://schema.org", "@type" : "Organization", "address" : { "@type" : "PostalAddress", "addressCountry" : "US", "addressLocality" : "Holt", "addressRegion" : "MI", "postalCode" : "48842", "streetAddress" : "1845 Cedar St." }, "name" : "Block Imaging", "sameAs" : [ "https://www.facebook.com/BlockImaging/", "https://www.instagram.com/blockimaging", "https://www.linkedin.com/company/blockimaging", "https://twitter.com/BlockImaging", "https://www.youtube.com/user/BlockImaging" ], "telephone" : "+1-888-694-6478", "url" : "https://www.blockimaging.com" } ```