--- title: Service Contract Terms and Conditions --- [![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 from December 23, 2022 to present 1. **General. ** These terms and conditions constitute an integral part of the agreement between the parties and will govern the rights and responsibilities of the parties with respect to any remediation, repair, warranty, or maintenance services (the “Agreement”). In the event of any ambiguity or conflict between these terms and conditions and the proposal/quotation will be resolved by giving precedence to the fully executed proposal/quotation. This Agreement constitutes the entire agreement between the parties, and supersedes any and all statements, descriptions of services, course of dealing, or usage of trade previously existing between the parties with respect to such subject matter. Any acceptance of this Agreement is expressly limited to the terms of this Agreement. After the contract is formed, it may only be modified by written amendment, in a form prescribed by Seller, which has been signed by the parties’ authorized representatives. Neither Seller nor Buyer has entered into this Agreement in reliance upon any representation, warranty, condition, or undertaking of any other party which is not set out in this Agreement. 2. **Parties. **Unless** **otherwise indicated on this proposal/quotation, references to “Seller” mean Block Imaging Parts & Service, LLC., a Michigan Limited Liability Company. References to “Buyer” means the organization listed on the proposal/quotation. 3. **Pricing and Payment. ** The price and payment terms for the Services provided under this Agreement are identified in the proposal/quotation. If none are stated, Seller’s standard and then current rates for Time and Materials work (located online at https://www.blockimaging.com/terms/pstmsrs) will apply, and payments will be due as invoiced. Buyer is responsible for any taxes due related to the Services, as the pricing on the Agreement are exclusive of taxes, excise, fees, duties, licenses, or other related government charges. Buyer will pay these amounts or reimburse Seller. Buyer agrees to support any claim of exemption with a valid exemption certificate and will indemnify and hold Seller harmless for any taxes, costs, and penalties related to same. Late payments will be subject to interest in the amount of 1.5% per month (or the highest legal rate, whichever is less). Payments may be made via ACH, check, or wire transfer. There may be a processing fee for credit card payments. Notwithstanding anything else in this Agreement, late payments will amount to an immediate default of this Agreement and will give rise to Seller’s right to suspend or terminate its performance. 4. **Term.** The Term of the Agreement is identified on the proposal/quotation counting from the date that service was initiated. “Term” also refers to a renewal term, as defined later in this Agreement. ** ** 5. **Services. **In exchange for the prices and payments indicated on the proposal/quotation, and subject to any other terms and conditions of this Agreement, Seller will provide the services described on the proposal/quotation (the “Services”) on the equipment described in the proposal/quotation (the “Equipment”). The scope of the Services may include preventative maintenance (“PM services”), parts replacement (“Parts”), and/or labor/engineering (“Labor”); Seller reserves the right to subcontract any of the Services under this Agreement. 6. **PM Services. **PM services consist of a number of preventative maintenance visits (described in the proposal/quotation) where Seller will perform inspection and routine maintenance on the Equipment during regular business hours (Monday – Friday, 8am - 5pm, excluding holidays). PM services are determined in Seller’s discretion based on Seller’s experience, and the Equipment’s manufacturer, age, duty, and service history. PM services do not include diagnostics, parts replacement, or repairs. It is Buyer’s responsibility to contact Seller to schedule PM services. 7. **Parts Replacement.** If Parts replacement is included in the Agreement, Seller will replace parts that have failed, are needed for the equipment to produce diagnostically useable images, and are not otherwise excluded under the Agreement. Seller may provide new, used, or refurbished replacement parts for Buyer’s equipment. Unless otherwise agreed, parts provided under this Agreement are provided on an exchange basis; Buyer releases all interests in the replaced parts to Seller. Where Buyer is responsible for shipping a part to Seller, Buyer bears the risk of loss during shipping. Cosmetic issues which do not impact performance of a part are not included. 8. **Labor.** If Labor services are included in the Agreement, Seller will provide the technical support, diagnostics, and engineering labor required to keep the equipment performing at the manufacturer specifications. Labor services will be provided Monday through Friday, between 8 a.m. and 5 p.m., excluding Seller’s recognized holidays, unless otherwise agreed in the proposal/quotation. Labor Services requested to be performed outside of the included hours will be billed to Buyer at Seller’s then current Time and Materials rates (located online at https://www.blockimaging.com/terms/pstmsrs). 9. **Equipment Coverage.** The Equipment is eligible for coverage under this Agreement, subject to any exclusions contained in this Agreement, on the condition that it is operating at manufacturer specifications at the time the service coverage goes into effect. Buyer is responsible for any remediation required to bring the Equipment into conformity with manufacturer specifications, either at the start of coverage period, or due to some excluded cause. 10. **Service Location. **The Equipment’s location listed in the proposal/quotation is the location that Seller will perform its obligations under this Agreement. Buyer is responsible to** ** provide and maintain: a site that is suitable for the Equipment’s operation, including but not limited to the soundness of the structure, the safety of the location, the mechanical services, utility services, environmental controls, and telecommunication connections. 11. **Buyer’s Ongoing Obligations.** As a condition of Seller’s performance under this Agreement, Buyer agrees to: a. Store and safeguard the Equipment and its components (including replaced parts) from harm or harmful conditions. b. Provide access and adequate working space for Seller to make reasonable inspection of the equipment and to perform the Services under this Agreement. c. Cooperate and assist Seller in any reasonable manner needed for Seller to perform its obligations under the Agreement. d. Follow all the installation, operation, and maintenance instructions for the Equipment and its accessories (and related items) provided by Seller or the Equipment manufacturer. e. Maintain all protective safeguards and safety devices recommended by Seller or the Equipment manufacturer. f. Provide the proper environment for the Equipment, including, but not limited to temperature, humidity, dust control, and chiller performance. g. Keep and safeguard all patient data, including the creation and maintenance of backups. h. Notify Seller immediately when there is a service event, providing a detailed description of circumstances and issues, and taking all reasonable steps to minimize the extent of any harm to the Equipment. 12. **Exclusions from Services. **Seller’s obligations under this Agreement do not extend to: a. Failures related 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 Equipment, instability 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. b. Failures 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). c. Any cost associated with on-the-job training, applications support, applications training, or technical training of any sorts. d. Equipment overhauls, modifications, upgrades, tests, or safety checks. e. Stored media. f. Handling or disposing of hazardous materials. g. Any costs associated with rental equipment. h. Any loss caused by business interruption, delay, or patient cancellations. i. Loss of market, depreciation, diminution of value. j. Any loss occasioned by any ordinance, regulation, or law, or any order of governmental or municipal authority; or by virtue of the suspension, lapse, termination, or cancellation of any license, lease, approval, or permit; or as the result of any injunction of any court. k. Cosmetic damage (including, but not limited to): dents, rust, scratches, discoloration, paint chipping. l. 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). m. Pre-existing conditions of the Equipment, or defects due to third-party work on the Equipment. n. Any type of glassware not listed on the proposal/quotation (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). Where glassware is specifically endorsed in this Agreement, Seller is not responsible for any repair/replacement within one year of another glassware replacement. o. Services that would otherwise be due while Buyer is in breach of this Agreement. p. Any repair covered by a manufacturer’s original warranty. q. Expedited shipping for replacement parts related to after-hours Labor. 13. **Special Cryogen Terms. ** These terms apply if the Equipment requires liquid helium or other cryogens and supersede any different or conflicting terms in this Agreement. Buyer agrees to have their cryogen levels monitored by Seller by the installation of a remote diagnostic unit (“RDU”). The Equipment must have 80% cryogen levels at the outset of the Agreement or Buyer will be responsible for the costs to fill to 80%. Cryogens beyond 1,000 liters per contract year will be Buyer’s responsibility. Seller will apply a helium surcharge for cost increases that exceed 5% per year. Any costs related to a MRI quench, where there is no negligence on Seller’s part, are Buyer’s responsibility. 14. **Breach and Default.** If either party fails to comply with any of the terms and conditions outlined in this 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, that party will be in default of this Agreement. Upon default of this Agreement by either party, the other party may terminate this Agreement and/or exercise any other remedies set forth herein. Any claim for damages arising from this Agreement** ** must be brought to the attention of the other party in writing within sixty (60) days of the event giving rise to the action, and any legal action arising from this Agreement must be commenced within six (6) months after the cause of action arises. 15. **Assignment/Transfer. ** This Agreement is not transferable by Buyer without written consent of Seller. In the case of bankruptcy/insolvency of Buyer, Seller will continue performance provided that all payments due are paid. Seller may assign this Agreement (or some portion of the Services) to a qualified service provider (in Seller’s sole discretion). Notice of an assignment by Seller will be provided to Buyer and will release Seller from further liability or obligations under this Agreement. 16. **Cancellation.** This Agreement is cancellable by Buyer or Seller at any time, upon not less than thirty (30) days advance written notice. If this Agreement is canceled, Buyer will be responsible to pay any payments earned up to the date of cancellation or the fair market value of any Services provided by Seller** **during the contract year, whichever is greater. 17. **Notice. ** Any notice required or permitted to be given under this Agreement may be affected by overnight courier, U.S. Mail with return receipt, or e-mail to the regularly used address of the other party. With respect to those notices that must be given within a certain period as set out herein, such notices will be deemed effective upon receipt. 18. **Equipment Replacement Option. ** Seller has the option to replace the Equipment if it determines that the Services costs are excessive. If Seller elects to exercise this option, Seller will provide a comparable piece of equipment in its reasonable sole discretion. The replacement equipment will be provided to Buyer operating at or above manufacturer’s specifications for image quality and performance at the time of delivery. Buyer is responsible for providing ingress and egress for the replacement equipment and Equipment. Replacement of a piece of Equipment constitutes complete fulfillment of Seller’s obligations under this Agreement**, **and releases Seller** **from all future obligation** **with respect to the replaced Equipment. Seller may, but is not required to, offer a proposal/quotation for service on the replacement equipment. Buyer agrees to transfer all rights, title, and interest in the replaced Equipment to Seller. 19. **Limitation of Liability.** Notwithstanding anything in this Agreement to the contrary, Seller is not liable, whether based in contract, warranty, tort (including negligence), strict liability, indemnity or any other legal or equitable theory, for: loss of use, revenue, savings, profit, interest, goodwill or opportunity, loss of prosecution, loss or breach of information and data, loss of power, voltage irregularities, or frequency fluctuation, claims arising from Buyer’s third Party contracts, or for any type of indirect, special liquidated, punitive, exemplary, collateral, incidental, or consequential damages or for any other loss or costs of a similar type. Seller’s maximum liability under this Agreement under any theory of recovery, will not exceed the total price paid to Seller under this Agreement during the last twelve (12) months. Buyer agrees that the exclusions and limitations in this section will prevail over any conflicting terms and conditions in this Agreement and must be given full force and effect, whether or not any or all such remedies are determined to have failed of their essential purpose. These limitations of liability are effective even if Seller has been advised by Buyer of the possibility of damages. The protections of this section will apply to Seller’s affiliates, partners, principles, shareholders, directors, members, officers, employees, subcontractors, agents, and successors and assigns, 20. **Indemnification. **Buyer agrees to release, indemnify, defend and hold Seller, its** **principles, shareholders, directors, members, officers, employees, subcontractors, agents, and successors and assigns, 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 Buyer’s breach of this Agreement,** **or the use of, the inability to use, or the interruption or failure to maintain the equipment covered under this Agreement. Buyer will defend, with counsel suitable to Seller **,** and pay all costs, including attorney’s fees, and damages flowing from any claims that are subject to indemnification under this paragraph. Seller will notify Buyer within thirty (30) days of receipt or discovery of any such claim. 21. **Other Coverage.** The coverage under this Agreement** **will** **be in excess in relation to any coverage under any insurance policy, warranty, guarantee, or another service agreement. 22. **Buyer Representations.** Buyer represents and warrants: Buyer is the owner, lessee, or licensee of all the Equipment, including hardware and software; Buyer is authorized to enter this Agreement **; **the Equipment matches the description in the proposal/quotation; and that the Equipment is fully functional and operating at manufacturer specifications at the time the Agreement is entered. 23. **Equipment Relocation/Modification**: Buyer agrees to give Seller prompt written notice of any relocation or modification of the Equipment and agrees not to relocate or modify any portion of the Equipment ** **or its components in a way that would reasonably increase the risk of system failures. If Seller determines any relocation or modification detrimentally impacts the costs or provisions of the Services, Seller may either terminate this Agreement** **with respect to the affected Equipment or adjust the Agreement** **with written notice to Buyer. 24. **Amendments/Change Orders.** Unless specifically authorized under a section of the Agreement, these terms may only be modified by a written Change Order signed by authorized representatives of each party. ** ** 25. **Remote Connection. **At Seller’s discretion, Seller may elect to establish the ability to remotely access the Equipment through some networked connection (which may or may not include a hardware unit at the Equipment’s location), for the purposes of system monitoring, diagnostics, and repair. In the event Seller desires to establish remote connection, Seller agrees 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; and Access the Equipment only for the designated purposes. Buyer agrees 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 Equipment’s facility; Safeguard the remote connection and any physical equipment remaining with the Equipment; ** **and Grant Seller unlimited remote access for the purposes of system monitoring, diagnostics and repair. On receipt of notice from Buyer, Seller will terminate any ongoing remote connection under this Agreement. On receipt of notice from Seller, Buyer will facilitate the return shipment of any physical hardware remaining at the Equipment’s location. 26. **Right of Subrogation. **Buyer** **agrees to preserve any rights of recovery for losses or Equipment failures where Seller has provided parts or performed Services to remediate. In that event, Seller will be subrogated to all Buyer’s rights of recovery therefore against any person or entity, and Buyer will execute and deliver to Seller** **such instruments, assignments, and papers as requested by Seller** **and do whatever is necessary to secure such rights or to effectuate Seller’s** **exercising of such rights. Buyer will do nothing to prejudice or waive Seller’s ** **subrogation rights. In addition, all monies recovered by Buyer** **for which Buyer has received benefits under this Agreement** **will belong to Seller and will be immediately paid to Seller by Buyer** **upon demand, up to the total amounts of the Parts/Services provided by Seller. 27. **Governing Law; Dispute Resolution; Jurisdiction. **The Agreement** **will 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 will initially use their best efforts to amicably settle the dispute. To this effect, they will 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 Seller: (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 will be heard at Seller’s 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 will 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. 28. **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, will constitute a waiver of either parties right to demand exact compliance with the terms of this Agreement. 29. **Severability**.** **If any portion of this Agreement is held invalid, the parties agree that such invalidity will 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. 30. E**quipment Performance Guarantee (UPTIME). **If a percentage of uptime is guaranteed in the proposal/quotation, Seller provides the following “uptime” guarantee. Uptime for the Equipment is calculated for each calendar year using 24 hours a day, 7 days a week, and 365 days a year; there are 8760 hours in the year. The system is “Down” when the Seller determines a failure prevents clinical use. Buyer should contact Seller immediately if the Equipment is Down. The hours Down starts when Buyer notifies Seller of the failure and ends when the Seller determines the Equipment is available for clinical use. Conditions under which the Equipment will not be considered Down include (but are not limited to) interruptions in clinical use due to: - Scheduled Preventative Maintenance and related Services; - Buyer’s** **failure to perform some responsibility(ies) under this Agreement; - Circumstances where an Equipment failure is excluded from the Services; - Equipment failures due to improper system administration, i.e., ignoring proper backup procedures; - Any time when Seller’s access to the Equipment is restricted, whether physically, electronically or temporally (e.g., after hours repairs). Uptime percentage is calculated as 8760 hours minus hours Down, divided by 8760. Whether Seller meets 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, Seller will extend the Agreement term 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). 31. **Security Agreement **For the exchange of the valuable and mutual consideration contained in this Agreement**,** Buyer hereby grants Seller** **a** **security interest in the Equipment. This security interest willl remain in place until all payments required under this Agreement, any applicable interest, late fees, and any other amounts due to Seller** **arising out of the Agreement have been received by Seller** **and ** **Buyer has** **have** ** completely performed all** **its obligations under the Agreement. The collateral subject to this security agreement is the Equipment described in this Agreement and all present and hereafter acquired equipment and accounts of Buyer’s** **wherever located. Buyer authorizes Seller to file a financing statement describing the collateral in any relevant jurisdiction. The occurrence of any of the following is an event of default: (i) failure to pay any required payment, (ii) movement of the Equipment from the location designated on the Agreement, (iii) any disposition of the Equipment, (iv) any significant change in the Equipment’s condition (v) if Buyer becomes insolvent, files for reorganization or bankruptcy, makes an assignment for benefit of creditors, a receiver or trustee is appointed for any of Buyer’s assets or (vi) any other type of insolvency proceeding or formal or informal proceeding for the dissolution, liquidation, or winding up of Buyer’s affairs are commenced. Upon the occurrence of an event of default under this section, Seller will have all the rights of a secured party under the Uniform Commercial Code as in effect in the state of Michigan, including the right to collect reasonable attorney fees and any other costs incurred in exercising those rights. Upon the occurrence of an event of default under this section, without limiting Seller’s aforementioned rights, Buyer hereby grant Seller an irrevocable license to enter upon the Equipment’s location, without the order of any court, to disable and/or remove the Equipment (or a portion thereof) without any obligation to repair or restore the location. Upon completion of Buyer’s obligations under this Agreement, the security interest will be released. 32. **Automatic Renewal. **Unless otherwise agreed, this Agreement** **will automatically renew at the end of the Agreement Term (initial and any renewal periods) for one year. All terms of the Agreement** **such as the payments, increments, and due dates will remain in place during the renewal period(s). By providing written notice to the other party at least sixty (60) days prior to expiration of the Term, either** **party ** **can opt out of the automatic renewal. For contracts between April 11, 2022 and December 22, 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 Parts & Service, LLC., a Michigan Limited Liability Company. **YOU ** and** YOUR **means the individual, group, or company listed as Buyer on the **SERVICE AGREEMENT**. **SERVICE AGREEMENT ** means this contract for maintenance services comprised of the proposal document and these terms and conditions; **SERVICE** **AGREEMENT** includes any attached documents, Schedules, Endorsements, and Amendments. **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 Service 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 the sum of the costs for all equipment in the **SERVICE AGREEMENT**. If the **SERVICE** **AGREEMENT** is included with an equipment purchase, the **SERVICE** **AGREEMENT** **AMOUNT** is paid when the Total Purchase Price from the Sales Quotation is received by US. Payment of the Service Agreement Amount will be made in advance of Coverage Period unless otherwise agreed by **US**. If **WE** agree to accept periodic payments, **YOU** must make them by automatic Electronic Funds Transfers (EFT’s). To accomplish this, **YOU** will provide **YOUR** account information and authorization on the “Authorization Agreement for Electronic Funds Transfer and Automatic Payments” form which will be provided. Credit Card payments may be accepted at **OUR **discretion and may be subject to a convenience fee. **COVERAGE PERIOD ** means the period described in the Service Description, unless that is modified by other terms of the **SERVICE** **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 Services Description. Notwithstanding the foregoing, the equipment listed in the Equipment Description will not be Covered Equipment if: (i) it was not functioning at OEM specifications for performance and image quality at the Coverage Start Date; (ii) in the case of X-Ray emitting equipment, the X-ray tube is determined to have less than 50% tube life remaining at the Coverage Start Date (as determined in **OUR** sole discretion); (iii) in the case of MRI machines, the equipment has less than 80% Helium level at the Coverage Start Date; OR if **YOU** are in breach of this SERVICE 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 this **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. EFFECTIVE DATE OF COVERAGE; NON-TRANSFERABLE** . The coverage under **SERVICE AGREEMENT **shall go into effect on the Coverage Start Date, however, if none is specified, the coverage will initiate at an agreed upon date. The**SERVICE AGREEMENT** is not transferable by**YOU**, in whole or in part, or as to any piece of **COVERED EQUIPMENT**, without **OUR **consent, which can be withheld 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**. Either party may cancel this **SERVICE AGREEMENT** at any time, upon not less than thirty (30) days advance written notice. Notice of cancellation shall be sent, in writing, to the address stated on the **SERVICE AGREEMENT**. If this **SERVICE AGREEMENT** is cancelled,**YOU** will be responsible to pay any of the annual **SERVICE AGREEMENT AMOUNT** earned up to the date of cancelation 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). K. **Security Agreement** For the exchange of the valuable and mutual consideration contained in this**SERVICE AGREEMENT,** **YOU** hereby grant**US **a security interest in the **COVERED EQUIPMENT**. This security interest shall remain in place until the payment of the **SERVICE AGREEMENT AMOUNT**, any applicable interest, late fees, and any other amounts due to **US **arising out of the **SERVICE AGREEMENT** have been received by **US **and** YOU **have completely performed all **YOUR ** obligations under the **Service Agreement**. The collateral subject to this security agreement is the**COVERED EQUIPMENT** described in this **SERVCE AGREEMENT** and all present and hereafter acquired equipment and accounts of **YOURS **wherever located. **YOU** authorize **US** to file a financing statement describing the collateral in any relevant jurisdiction. The occurrence of any of the following is an event of default: (i) failure to pay any required payment, (ii) movement of the**COVERED EQUIPMENT **from the location designated on the **SERVICE** **AGREEMENT**, (iii) any disposition of the **COVERED EQUIPMENT**, (iv) any significant change in the **COVERED EQUIPMENT**’s condition or (v) if **YOU** becomes insolvent, file for reorganization or bankruptcy, makes an assignment for benefit of creditors, if a receiver or trustee is appointed for any of **YOUR** assets or any other type of insolvency proceeding or formal or informal proceeding for the dissolution, liquidation, or winding up of **YOUR** affairs are commenced. Upon the occurrence of an event of default under this section, **WE** shall have all the rights of a secured party under the Uniform Commercial Code as in effect in the state of Michigan, including the right to collect reasonable attorney fees and any other costs incurred in exercising those rights. Upon the occurrence of an event of default under this section, without limiting the **OUR** aforementioned rights, **YOU** hereby grant**US** an irrevocable license to enter upon the **COVERED EQUIPMENT**’s location, without the order of any court, to disable and/or remove the **COVERED EQUIPMENT** without any obligation to repair or restore the location. Upon completion of **YOUR** obligations under this Agreement, the security interest shall be released. L. **Automatic Renewal** Unless otherwise agreed, this **SERVICE AGREEMENT** will automatically renew at the end of the **COVERAGE PERIOD** (initial and any renewal periods) 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). All terms of the **SERVICE AGRE**EMENT such as the annual limit of liability, **SERVICE AGREEMENT AMOUNT**, increments, and due dates will remain during the renewal period(s). By providing written notice to the other party at least sixty (60) days prior to expiration of the **COVERAGE PERIOD**, either party can opt out of the automatic renewal. For contracts after November 12, 2020, and before 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 Parts & Service, LLC, a Michigan Limited Liability Company. **YOU ** and** YOUR **means the individual, group, or company listed as Buyer on the **SERVICE AGREEMENT**. **SERVICE AGREEMENT ** means the contract for maintenance services contained in the SERVICE AGREEMENT and these terms and conditions; **SERVICE** **AGREEMENT** includes any attached documents, Schedules, Endorsements, and Amendments. **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 Service 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 the sum of the costs for all equipment in the **SERVICE AGREEMENT**. If the **SERVICE** **AGREEMENT** is included with an equipment purchase, the **SERVICE** **AGREEMENT** **AMOUNT** is paid when the Total Purchase Price from the Sales Quotation is received by US. Payment of the Service Agreement Amount will be made in advance of Coverage Period unless otherwise agreed by **US**. If **WE** agree to accept periodic payments, YOU must make them by automatic Electronic Funds Transfers (EFT’s). To accomplish this, **YOU** will provide **YOUR** account information and authorization on the “Authorization Agreement for Electronic Funds Transfer and Automatic Payments” form which will be provided. Credit Card payments may be accepted at **OUR **discretion and will be subject to a convenience fee. **COVERAGE PERIOD ** means the period described in the Service Description, unless that is modified by other terms of the **SERVICE** **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 Services Description. Notwithstanding the foregoing, the equipment listed in the Equipment Description will not be Covered Equipment if: (i) it was not functioning at OEM specifications for performance and image quality at the Coverage Start Date; (ii) in the case of X-Ray emitting equipment, the X-ray tube is determined to have less than 50% tube life remaining at the Coverage Start Date (as determined in **OUR** sole discretion); (iii) in the case of MRI machines, the equipment has less than 80% Helium level at the Coverage Start Date; OR if **YOU** are in breach of this SERVICE 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 this **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. EFFECTIVE DATE OF COVERAGE; NON-TRANSFERABLE** . The coverage under **SERVICE AGREEMENT **shall go into effect on the Coverage Start Date, however, if one is specified, the coverage will initiate at an agreed upon date. The **SERVICE AGREEMENT** is not transferable by **YOU**, in whole or in part, or as to any piece of **COVERED EQUIPMENT**, without **OUR **consent, which can be withheld 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, 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 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**. Either party may cancel this **SERVICE AGREEMENT** at any time, upon not less than thirty (30) days advance written notice. Notice of cancellation shall be sent, in writing, to the address stated on the **SERVICE AGREEMENT**. If this **SERVICE AGREEMENT** is cancelled, **YOU** will be responsible to pay any of the annual **SERVICE AGREEMENT AMOUNT** earned up to the date of cancelation 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**. 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). K. **Security Agreement** For the exchange of the valuable and mutual consideration contained in this **SERVICE AGREEMENT,** **YOU** hereby grant **US **a security interest in the **COVERED EQUIPMENT**. This security interest shall remain in place until the payment of the **SERVICE AGREEMENT AMOUNT**, any applicable interest, late fees, and any other amounts due to **US **arising out of the **SERVICE AGREEMENT** have been received by **US **and** YOU **have completely performed all **YOUR ** obligations under the **Service Agreement**. The collateral subject to this security agreement is the **COVERED EQUIPMENT** described in this **SERVCE AGREEMENT** and all present and hereafter acquired equipment and accounts of **YOURS **wherever located. **YOU** authorize **US** to file a financing statement describing the collateral in any relevant jurisdiction. The occurrence of any of the following is an event of default: (i) failure to pay any required payment, (ii) movement of the **COVERED EQUIPMENT **from the location designated on the **SERVICE** **AGREEMENT**, (iii) any disposition of the **COVERED EQUIPMENT**, (iv) any significant change in the **COVERED EQUIPMENT**’s condition or (v) if **YOU** becomes insolvent, file for reorganization or bankruptcy, makes an assignment for benefit of creditors, if a receiver or trustee is appointed for any of **YOUR** assets or any other type of insolvency proceeding or formal or informal proceeding for the dissolution, liquidation, or winding up of **YOUR** affairs are commenced. Upon the occurrence of an event of default under this section, **WE** shall have all the rights of a secured party under the Uniform Commercial Code as in effect in the state of Michigan, including the right to collect reasonable attorney fees and any other costs incurred in exercising those rights. Upon the occurrence of an event of default under this section, without limiting the **OUR** aforementioned rights, **YOU** hereby grant **US** an irrevocable license to enter upon the **COVERED EQUIPMENT**’s location, without the order of any court, to disable and/or remove the **COVERED EQUIPMENT** without any obligation to repair or restore the location. Upon completion of **YOUR** obligations under this Agreement, the security interest shall be released. L. **Automatic Renewal** Unless otherwise agreed, this **SERVICE AGREEMENT** will automatically renew at the end of the **COVERAGE PERIOD** (initial and any renewal periods) 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). All terms of the **SERVICE AGRE**EMENT such as the annual limit of liability, **SERVICE AGREEMENT AMOUNT**, increments, and due dates will remain during the renewal period(s). By providing written notice to **US** at least sixty (60) days prior to expiration of the **COVERAGE PERIOD**, either party can opt out of the automatic renewal . For contracts between December 22, 2019 and November 12, 2020. [Printable Version](https://www.blockimaging.com/hubfs/Non-searchables/Terms/Service%20Contract%20-%20Web%20Terms%20-12-22-19.pdf) **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 Parts and Service, LLC, a Michigan Limited Liability Company. **YOU ** and** YOUR **means the individual, group, or company listed as Buyer on the **SERVICE AGREEMENT**. **SERVICE AGREEMENT ** means the contract for maintenance services contained in the SERVICE AGREEMENT and these terms and conditions; **SERVICE** **AGREEMENT** includes any attached documents, Schedules, Endorsements, and Amendments. **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 Service 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**. **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 the sum of the costs for all equipment in the **SERVICE AGREEMENT**. If the **SERVICE** **AGREEMENT** is included with an equipment purchase, the **SERVICE** **AGREEMENT** **AMOUNT** is paid when the Total Purchase Price from the Sales Quotation is received by US. Payment of the Service Agreement Amount will be made in advance of Coverage Period unless otherwise agreed by **US**. If **WE** agree to accept periodic payments, YOU must make them by automatic Electronic Funds Transfers (EFT’s). To accomplish this, **YOU** will provide **YOUR** account information and authorization on the “Authorization Agreement for Electronic Funds Transfer and Automatic Payments” form which will be provided. Credit Card payments may be accepted at **OUR **discretion and will be subject to a convenience fee. **COVERAGE PERIOD ** means the period described in the Service Description, unless that is modified by other terms of the **SERVICE** **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 Services Description. Notwithstanding the foregoing, the equipment listed in the Equipment Description will not be Covered Equipment if: (i) it was not functioning at OEM specifications for performance and image quality at the Coverage Start Date; (ii) in the case of X-Ray emitting equipment, the X-ray tube is determined to have less than 50% tube life remaining at the Coverage Start Date (as determined in **OUR** sole discretion); (iii) in the case of MRI machines, the equipment has less than 80% Helium level at the Coverage Start Date; OR if **YOU** are in breach of this SERVICE 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 this **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. EFFECTIVE DATE OF COVERAGE; NON-TRANSFERABLE** . The coverage under **SERVICE AGREEMENT **shall go into effect on the Coverage Start Date, however, if one is specified, the coverage will initiate at an agreed upon date. The **SERVICE AGREEMENT** is not transferable by **YOU**, in whole or in part, or as to any piece of **COVERED EQUIPMENT**, without **OUR **consent, which can be withheld 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 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**. Either party may cancel this **SERVICE AGREEMENT** at any time, upon not less than thirty (30) days advance written notice. Notice of cancellation shall be sent, in writing, to the 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**. 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). K. **Security Agreement** For the exchange of the valuable and mutual consideration contained in this **SERVICE AGREEMENT,** **YOU** hereby grant **US **a security interest in the **COVERED EQUIPMENT**. This security interest shall remain in place until the payment of the **SERVICE AGREEMENT AMOUNT**, any applicable interest, late fees, and any other amounts due to **US ** arising out of the **SERVICE AGREEMENT** have been received by **US **and** YOU **have completely performed all **YOUR **obligations under the **Service Agreement**. The collateral subject to this security agreement is the **COVERED EQUIPMENT** described in this **SERVICE AGREEMENT** and all present and hereafter acquired equipment and accounts of **YOURS **wherever located. **YOU** authorize **US** to file a financing statement describing the collateral in any relevant jurisdiction. The occurrence of any of the following is an event of default: (i) failure to pay any required payment, (ii) movement of the **COVERED EQUIPMENT **from the location designated on the **SERVICE** **AGREEMENT**, (iii) any disposition of the **COVERED EQUIPMENT**, (iv) any significant change in the **COVERED EQUIPMENT**’s condition or (v) if **YOU** becomes insolvent, file for reorganization or bankruptcy, makes an assignment for benefit of creditors, if a receiver or trustee is appointed for any of **YOUR** assets or any other type of insolvency proceeding or formal or informal proceeding for the dissolution, liquidation, or winding up of **YOUR** affairs are commenced. Upon the occurrence of an event of default under this section, **WE** shall have all the rights of a secured party under the Uniform Commercial Code as in effect in the state of Michigan, including the right to collect reasonable attorney fees and any other costs incurred in exercising those rights. Upon the occurrence of an event of default under this section, without limiting the **OUR** aforementioned rights, **YOU** hereby grant **US** an irrevocable license to enter upon the **COVERED EQUIPMENT**’s location, without the order of any court, to disable and/or remove the **COVERED EQUIPMENT** without any obligation to repair or restore the location. Upon completion of **YOUR** obligations under this Agreement, the security interest shall be released. L. **Automatic Renewal** Unless otherwise agreed, this **SERVICE AGREEMENT** will automatically renew at the end of the **COVERAGE PERIOD** (initial and any renewal periods) 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).  All terms of the **SERVICE AGRE**EMENT such as the annual limit of liability, **SERVICE AGREEMENT AMOUNT**, increments, and due dates will remain during the renewal period(s).  By providing written notice to US at least sixty (60) days prior to expiration of the **COVERAGE PERIOD**, either party can opt out of the automatic renewal. For contracts after Between July 2, 2019 and December 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 Parts and Service, LLC, a Michigan Limited Liability Company. **YOU ** and** YOUR **means the individual, group, or company listed as Buyer on the **SERVICE AGREEMENT**. **SERVICE AGREEMENT ** means the contract for maintenance services contained in the SERVICE AGREEMENT and these terms and conditions; **SERVICE** **AGREEMENT** includes any attached documents, Schedules, Endorsements, and Amendments. **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 Service 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**. **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 the sum of the costs for all equipment in the **SERVICE AGREEMENT**. If the **SERVICE** **AGREEMENT** is included with an equipment purchase, the **SERVICE** **AGREEMENT** **AMOUNT** is paid when the Total Purchase Price from the Sales Quotation is received by US. Payment of the Service Agreement Amount will be made in advance of Coverage Period unless otherwise agreed by **US**. If **WE** agree to accept periodic payments, YOU must make them by automatic Electronic Funds Transfers (EFT’s). To accomplish this, **YOU** will provide **YOUR** account information and authorization on the “Authorization Agreement for Electronic Funds Transfer and Automatic Payments” form which will be provided. Credit Card payments may be accepted at **OUR **discretion and will be subject to a convenience fee. **COVERAGE PERIOD ** means the period described in the Service Description, unless that is modified by other terms of the **SERVICE** **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 Services Description. Notwithstanding the foregoing, the equipment listed in the Equipment Description will not be Covered Equipment if: (i) it was not functioning at OEM specifications for performance and image quality at the Coverage Start Date; (ii) in the case of X-Ray emitting equipment, the X-ray tube is determined to have less than 50% tube life remaining at the Coverage Start Date (as determined in **OUR** sole discretion); (iii) in the case of MRI machines, the equipment has less than 80% Helium level at the Coverage Start Date; OR if **YOU** are in breach of this SERVICE 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 this **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. EFFECTIVE DATE OF COVERAGE; NON-TRANSFERABLE** . The coverage under **SERVICE AGREEMENT **shall go into effect on the Coverage Start Date, however, if one is specified, the coverage will initiate at an agreed upon date. The **SERVICE AGREEMENT** is not transferable by **YOU**, in whole or in part, or as to any piece of **COVERED EQUIPMENT**, without **OUR **consent, which can be withheld 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 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**. Either party may cancel this **SERVICE AGREEMENT** at any time, upon not less than thirty (30) days advance written notice. Notice of cancellation shall be sent, in writing, to the 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**. 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). K. **Security Agreement** For the exchange of the valuable and mutual consideration contained in this **SERVICE AGREEMENT,** **YOU** hereby grant **US **a security interest in the **COVERED EQUIPMENT**. This security interest shall remain in place until the payment of the **SERVICE AGREEMENT AMOUNT**, any applicable interest, late fees, and any other amounts due to **US ** arising out of the **SERVICE AGREEMENT** have been received by **US **and** YOU **have completely performed all **YOUR **obligations under the **Service Agreement**. The collateral subject to this security agreement is the **COVERED EQUIPMENT** described in this **SERVICE AGREEMENT** and all present and hereafter acquired equipment and accounts of **YOURS **wherever located. **YOU** authorize **US** to file a financing statement describing the collateral in any relevant jurisdiction. The occurrence of any of the following is an event of default: (i) failure to pay any required payment, (ii) movement of the **COVERED EQUIPMENT **from the location designated on the **SERVICE** **AGREEMENT**, (iii) any disposition of the **COVERED EQUIPMENT**, (iv) any significant change in the **COVERED EQUIPMENT**’s condition or (v) if **YOU** becomes insolvent, file for reorganization or bankruptcy, makes an assignment for benefit of creditors, if a receiver or trustee is appointed for any of **YOUR** assets or any other type of insolvency proceeding or formal or informal proceeding for the dissolution, liquidation, or winding up of **YOUR** affairs are commenced. Upon the occurrence of an event of default under this section, **WE** shall have all the rights of a secured party under the Uniform Commercial Code as in effect in the state of Michigan, including the right to collect reasonable attorney fees and any other costs incurred in exercising those rights. Upon the occurrence of an event of default under this section, without limiting the **OUR** aforementioned rights, **YOU** hereby grant **US** an irrevocable license to enter upon the **COVERED EQUIPMENT**’s location, without the order of any court, to disable and/or remove the **COVERED EQUIPMENT** without any obligation to repair or restore the location. Upon completion of **YOUR** obligations under this Agreement, the security interest shall be released. L. **Automatic Renewal** Unless otherwise agreed, this SERVICE AGREEMENT will automatically renew at the end of the initial 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. The COVERAGE PERIOD will not automatically renew after the first renewal/extension of the COVERAGE 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. ## 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" } ```