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Terms and Conditions

 
  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. Buyer agrees to 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:
    1. Store and safeguard the Equipment and its components (including replaced parts) from harm or harmful conditions.
    2. Provide access and adequate working space for Seller to make reasonable inspection of the equipment and to perform the Services under this Agreement.
    3. Cooperate and assist Seller in any reasonable manner needed for Seller to perform its obligations under the Agreement.
    4. Follow all the installation, operation, and maintenance instructions for the Equipment and its accessories (and related items) provided by Seller or the Equipment manufacturer.
    5. Maintain all protective safeguards and safety devices recommended by Seller or the Equipment manufacturer.
    6. Provide the proper environment for the Equipment, including, but not limited to temperature, humidity, dust control, and chiller performance.
    7. Keep and safeguard all patient data, including the creation and maintenance of backups.
    8. 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:
    1. 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.
    2. 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).
    3. Any cost associated with on-the-job training, applications support, applications training, or technical training of any sorts.
    4. Equipment overhauls, modifications, upgrades, tests, or safety checks.
    5. Stored media.
    6. Handling or disposing of hazardous materials.
    7. Any costs associated with rental equipment.
    8. Any loss caused by business interruption, delay, or patient cancellations.
    9. Loss of market, depreciation, diminution of value.
    10. 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.
    11. Cosmetic damage (including, but not limited to): dents, rust, scratches, discoloration, paint chipping.
    12. 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).
    13. Pre-existing conditions of the Equipment, or defects due to third-party work on the Equipment.
    14. 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, waveguides and attachments, electron guns, magnetrons, klystrons and thyratrons, 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.
    15. Services that would otherwise be due while Buyer is in breach of this Agreement.
    16. Any repair covered by a manufacturer’s original warranty.
    17. 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 500 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 an 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. Removal of Equipment from Service. Buyer may remove Equipment from coverage under this Agreement at any time upon no less than thirty (30) days prior written notice to Seller if the use of the Equipment is permanently discontinued and the Equipment is removed from service. There is no fee for this cancellation, however, 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. In addition, if Buyer sells or otherwise transfers any of the Equipment to a third party and the Equipment remains installed and in use at the same location, but such third party does not assume the obligations of the Buyer under this Agreement or enter into a new service agreement with Seller with a term at least equal to the unexpired term of this Agreement, then Buyer may terminate this Agreement with respect to such Equipment upon no less than thirty (30) days prior written notice to Seller, in which case Buyer shall pay to Seller (i) all amounts due under this Agreement through the effective date of termination (based on the notice requirement) and (ii) the greater of: the fair market value of any Services provided by Seller during the contract year, and, as liquidated damages and not as a penalty, an amount equal to 25% of the remaining payments due under this Agreement for such Equipment from the date of termination through the scheduled expiration of the term of this Agreement. Seller may cancel this Agreement at any time, upon not less than thirty (30) days advance written notice.
  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. CPI Adjustment. After the first year of the term of this Agreement, and no more than once every twelve (12) months thereafter, Seller may increase the Agreement price based upon the percentage increase in the Consumer Price Index for All Urban Consumers, U.S. City Average, All Items (“CPI”), as published by the United Department of Labor, Bureau of Labor Statistics. The percentage increase in the CPI shall be measured over the period since the commencement of this Agreement (in the case of the first price increase) or since the effective date of the last price increase (in the case of any subsequent price increases). Seller shall provide Buyer with no less than thirty (30) days written notice of any increase in the Agreement price.
  20. 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,
  21. 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.
  22. 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.
  23. 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.
  24. 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.
  25. 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.
  26. 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.
  27. 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.
  28. 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.
  29. 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 party’s right to demand exact compliance with the terms of this Agreement.
  30. 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.
  31. Equipment 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).

  1. 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 will 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 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.
  2. 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.
  3. Tube Usage. If the Equipment utilizes a radiographic tube to produce diagnostic images, the pricing in this Agreement is subject to change based on the tube usage. Unless otherwise agreed, the Agreement pricing is based on 3,000 scans in the contract year. If in any contract year the Buyer exceeds the yearly scan limits by greater than 10%, Buyer will be automatically enrolled in a higher tube usage limit for the following contract year, with a corresponding increase in the costs. Seller reserves the right to retroactively enroll Buyer in a higher tube usage limit if the usage in a contract year is a full tier above the contracted level; in that case, Buyer will be responsible for the difference in charges. In order to facilitate this program, Buyer will provide access to Seller at all reasonable times to inspect and log tube usage.
  4. End of Support Designation. If Seller or the manufacturer provides notice that any Equipment has reached “End of Support” status, then the following modifications to this Agreement will become effective:
    1. Labor Services will be limited to best efforts to repair the Equipment given the availability of manufacturer support and access to service credentials. This will be determined in Seller’s sole discretion.
    2. Parts Replacement obligations will be limited to an obligation of best efforts due to the availability of replacement parts. This will be determined in Seller’s sole discretion.
    3. If Seller is unable to provide the Labor or Parts Replacement services needed to keep the Equipment performing at manufacturer specifications, and provides Buyer with notice of same, Buyer will be entitled to cancel this Agreement with respect to that Equipment. Cancelation will be effective at the time notice to Seller is given. 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.

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. Buyer agrees to 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 500 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 Agreementmust 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. Removal of Equipment from Service. Buyer may remove Equipment from coverage under this Agreement at any time upon no less than thirty (30) days prior written notice to Seller if the use of the Equipment is permanently discontinued and the Equipment is removed from service. There is no fee for this cancellation, however, 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 Sellerduring the contract year, whichever is greater. In addition, if Buyer sells or otherwise transfers any of the Equipment to a third party and the Equipment remains installed and in use at the same location, but such third party does not assume the obligations of the Buyer under this Agreement or enter into a new service agreement with Seller with a term at least equal to the unexpired term of this Agreement, then Buyer may terminate this Agreement with respect to such Equipment upon no less than thirty (30) days prior written notice to Seller, in which case Buyer shall pay to Seller (i) all amounts due under this Agreement through the effective date of termination (based on the notice requirement) and (ii) the greater of: the fair market value of any Services provided by Seller during the contract year, and, as liquidated damages and not as a penalty, an amount equal to 25% of the remaining payments due under this Agreement for such Equipment from the date of termination through the scheduled expiration of the term of this Agreement. Seller may cancel this Agreement at any time, upon not less than thirty (30) days advance written notice.

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 Sellerfrom all future obligationwith 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. CPI Adjustment. After the first year of the term of this Agreement, and no more than once every twelve (12) months thereafter, Seller may increase the Agreement price based upon the percentage increase in the Consumer Price Index for All Urban Consumers, U.S. City Average, All Items (“CPI”), as published by the United Department of Labor, Bureau of Labor Statistics. The percentage increase in the CPI shall be measured over the period since the commencement of this Agreement (in the case of the first price increase) or since the effective date of the last price increase (in the case of any subsequent price increases). Seller shall provide Buyer with no less than thirty (30) days written notice of any increase in the Agreement price.

20. 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,

21. 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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.

27. 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.

28. 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.

29. 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 party’s right to demand exact compliance with the terms of this Agreement.

30. 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.

31. Equipment 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).

32. 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 will 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 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’svwherever 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.

33. 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.

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.Unlessotherwise 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 750 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 Agreementmust 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. Removal of Equipment from Service. Buyer may remove Equipment from coverage under this Agreement at any time upon no less than thirty (30) days prior written notice to Seller if the use of the Equipment is permanently discontinued and the Equipment is removed from service. There is no fee for this cancellation, however, 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 Sellerduring the contract year, whichever is greater. In addition, if Buyer sells or otherwise transfers any of the Equipment to a third party and the Equipment remains installed and in use at the same location, but such third party does not assume the obligations of the Buyer under this Agreement or enter into a new service agreement with Seller with a term at least equal to the unexpired term of this Agreement, then Buyer may terminate this Agreement with respect to such Equipment upon no less than thirty (30) days prior written notice to Seller, in which case Buyer shall pay to Seller (i) all amounts due under this Agreement through the effective date of termination (based on the notice requirement) and (ii) the greater of: the fair market value of any Services provided by Seller during the contract year, and, as liquidated damages and not as a penalty, an amount equal to 25% of the remaining payments due under this Agreement for such Equipment from the date of termination through the scheduled expiration of the term of this Agreement. Seller may cancel this Agreement at any time, upon not less than thirty (30) days advance written notice.

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 Sellerfrom all future obligationwith 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. CPI Adjustment. After the first year of the term of this Agreement, and no more than once every twelve (12) months thereafter, Seller may increase the Agreement price based upon the percentage increase in the Consumer Price Index for All Urban Consumers, U.S. City Average, All Items (“CPI”), as published by the United Department of Labor, Bureau of Labor Statistics. The percentage increase in the CPI shall be measured over the period since the commencement of this Agreement (in the case of the first price increase) or since the effective date of the last price increase (in the case of any subsequent price increases). Seller shall provide Buyer with no less than thirty (30) days written notice of any increase in the Agreement price.

20. 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,

21. 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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.

27. 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.

28. 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.

29. 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 party’s right to demand exact compliance with the terms of this Agreement.

30. 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.

31. Equipment 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).

32. 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 will 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 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’svwherever 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.

33. 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.

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.Unlessotherwise 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 toprovide 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 750 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 Agreementmust 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 not cancellable by Buyer before the end of the term. Seller may cancel this Agreement at any time, upon not less than thirty (30) days advance written notice. Notice of cancellation will be sent, in writing, to Buyer’s address stated on the proposal/quotation portion of the Agreement. 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 Sellerduring 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 Sellerfrom all future obligationwith 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. CPI Adjustment. After the first year of the term of this Agreement, and no more than once every twelve (12) months thereafter, Seller may increase the Agreement price based upon the percentage increase in the Consumer Price Index for All Urban Consumers, U.S. City Average, All Items (“CPI”), as published by the United Department of Labor, Bureau of Labor Statistics. The percentage increase in the CPI shall be measured over the period since the commencement of this Agreement (in the case of the first price increase) or since the effective date of the last price increase (in the case of any subsequent price increases). Seller shall provide Buyer with no less than thirty (30) days written notice of any increase in the Agreement price.

20. 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,

21. Indemnification.Buyer agrees to release, indemnify, defend and hold Seller, itsprinciples, 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.

22. Other Coverage. The coverage under this Agreementwillbe in excess in relation to any coverage under any insurance policy, warranty, guarantee, or another service agreement.

23. 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.

24. 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 Equipmentor 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 Agreementwith respect to the affected Equipment or adjust the Agreementwith written notice to Buyer.

25. 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.

26. 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.

27. Right of Subrogation.Buyeragrees 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 Sellersuch instruments, assignments, and papers as requested by Sellerand do whatever is necessary to secure such rights or to effectuate Seller’sexercising of such rights. Buyer will do nothing to prejudice or waive Seller’ssubrogation rights. In addition, all monies recovered by Buyerfor which Buyer has received benefits under this Agreementwill belong to Seller and will be immediately paid to Seller by Buyerupon demand, up to the total amounts of the Parts/Services provided by Seller.

28. Governing Law; Dispute Resolution; Jurisdiction.The Agreementwill 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.

29. 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 party’s right to demand exact compliance with the terms of this Agreement.

30. 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.

31. Equipment 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’sfailure 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).

32. Security AgreementFor the exchange of the valuable and mutual consideration contained in this Agreement , Buyer hereby grants Sellerasecurity 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 Sellerarising out of the Agreement have been received by SellerandBuyer hashavecompletely performed allits 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’swherever 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.

33. Automatic Renewal.Unless otherwise agreed, this Agreementwill automatically renew at the end of the Agreement Term (initial and any renewal periods) for one year. All terms of the Agreementsuch 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, eitherpartycan opt out of the automatic renewal.

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 not cancellable by Buyer before the end of the term. Seller may cancel this Agreement at any time, upon not less than thirty (30) days advance written notice. Notice of cancellation will be sent, in writing, to Buyer’s address stated on the proposal/quotation portion of the Agreement. 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. Equipment 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.