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DocuSign Envelope ID:9EAFBE54-OC17-4035-9610-6143BA641245 any damage to the Products or such ancillary equipment because of such
<br /> use.Any of tnese voias the warranty.
<br /> (ii)Products if someone other than SensoScientific or a designated repair shop or technician authorized by SensoScientific,opens,tests,
<br /> adjusts,installs,maintains,alters,modifies or services the Products in any way.The SensoScientific Limited Warranty also does not cover any
<br /> of the Products with an altered or defaced serial number.
<br /> (iii)Losses,defects, malfunction,failure or damage that result from,are attributable to,or caused by:(a)use of the Products in a manner that
<br /> is not normal or customary or in an environment in which the Products are not intended to be installed; (b)improper maintenance, including
<br /> physical abuse to the Products or use of corrosive,abrasive or improper cleaning materials,(c)any misapplication, improper modifications,
<br /> unauthorized relocation;(d)activity intended to circumvent the security devices incorporated into the Products; (e)criminal activity, moisture,
<br /> shipping,or high voltage surges from external sources such as power lines or other connected equipment;(f)improper operation or misuse;(g)
<br /> accident or neglect such as dropping the Products onto hard surfaces; (h)contact with rain or extreme humidity; (i)an event or condition that
<br /> could have been covered by casualty or liability insurance;Q)the failure of(A)the internet provider to which Customer subscribes;(B)failure of
<br /> any phone/paging service, including phone lines, pagers,and cellular phone;(C)failure of any equipment such as serial ports, modems,
<br /> wiring,cabling,other software or personal computers;and(D)failure of any radio frequency transmissions,or(i)contact with extreme heat
<br /> (unless the Products are certified to be used with such extreme heat).
<br /> (d)Limitation of Liability.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SENSOSCIENTIFIC BE
<br /> LIABLE TO LICENSEE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER
<br /> (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
<br /> INFORMATION,OR ANY OTHER LOSS)ARISING OUT OF THE USE OF OR INABILITY TO USE THE EQUIPMENT OR
<br /> DOCUMENTATION (COLLECTIVELY"LOSSES"), EVEN IF SENSOSCIENTIFIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
<br /> LOSSES,AND REGARDLESS OF WHETHER LOSSES ARE SUFFERED BY LICENSEE. No Other Warranties. EXCEPT AS OTHERWISE
<br /> STATED IN THIS AGREEMENT,SENSOSCIENTIFIC DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND,
<br /> EITHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE,WITH RESPECT TO THE EQUIPMENT AND DOCUMENTATION,
<br /> INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CONTENT,QUALITY,
<br /> ACCURACY,TIMELINESS OF DELIVERY OR CURRENCY OF THE EQUIPMENT, PERFORMANCE, MERCHANTABILITY,TITLE,
<br /> NON-INFRINGEMENT, DESIGN OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE STATED IN THIS
<br /> AGREEMENT,THE EQUIPMENT SHALL BE DELIVERED BY SENSOSCIENTIFIC TO LICENSEE ON AN"AS-IS"AND"WITH-ALL-FAULTS"
<br /> BASIS,AND SENSOSCIENTIFIC MAKES NO REPRESENTATION OR WARRANTY THAT THE EQUIPMENT WILL BE ERROR-FREE
<br /> 10.Loss, Repair, Maintenance and Warranty. Except as otherwise set forth herein, Customer shall bear the entire risk of loss,theft,damage or
<br /> destruction of the Products from any cause whatsoever,and no loss,theft,damage or destruction of the Products shall relieve the Customer of
<br /> the obligation to pay the Monitoring Fees or of any other obligation set forth in this Agreement. Provided that Customer makes all payments
<br /> due hereunder,SensoScientific,at its sole option,shall repair or replace any damaged,failed or malfunctioning item of the Products,and the
<br /> cost of such repair or replacement shall be the responsibility of Customer except during the period the Products are covered by the
<br /> SensoScientific Limited Warranty.
<br /> 11.Confidentiality.The prices and other terms of this Agreement shall be treated by both SensoScientific and Customer as confidential and
<br /> may not be disclosed or shown to any third party without the prior written consent of the other. Both Customer and SensoScientific may
<br /> disclose that Customer has agreed to utilize the Products and Monitoring Fees, but shall not disclose any terms of this Agreement without the
<br /> prior written consent of the other.
<br /> 12. Use and Ownership of Data.All data collected in connection with the Monitoring Fees shall belong to Customer and shall be treated by
<br /> SensoScientific as confidential. Notwithstanding the foregoing,so long as SensoScientific does not disclose or publish the specifics of such
<br /> data, including the location or origination of such data,SensoScientific reserves the right to use such data,statistics and other information that
<br /> is collected about the system's operation and performance.SensoScientific will not place any customer information in the public domain.
<br /> Except for information that the customer makes publicly available,or when agreed between SensoScientific and the customer. Data will be
<br /> archived for as long as this Agreement is in effect.Customer may obtain a copy of its archived data at SensoScientific's then current rate.
<br /> 13.Default. If Customer fails to comply with the terms of this Agreement,SensoScientific shall be entitled to all remedies available at law or
<br /> equity and in connection therewith,Customer acknowledges that such breach will cause SensoScientific immediate and irreparable injury for
<br /> which remedies at law are inadequate. If SensoScientific fails to comply with the terms of this Agreement, SensoScientific's entire liability
<br /> arising from or in connection with the Products and/or any software or firmware provided in connection therewith shall be limited to the
<br /> amounts paid by Customer hereunder.SensoScientific shall not be liable to Customer or anyone claiming by,through or under Customer,for
<br /> any consequential, incidental, indirect,special,exemplary,or punitive damages.
<br /> 14. Entire Agreement.This Agreement and the SensoScientific Limited Warranty constitute the entire agreement and understanding of the
<br /> parties relative to the Products and the Monitoring Fees and supersede and replace all prior or contemporaneous agreements,written and
<br /> verbal, between the parties regarding the same.This Agreement may only be amended by a writing signed by authorized representatives of
<br /> SensoScientific and Customer. If any provision of this Agreement is for any reason held invalid, ineffective,and unenforceable or contrary to
<br /> public policy,the remainder of this Agreement remains in full force and effect notwithstanding.
<br /> 15.Governing Law.This Agreement is governed by the laws of California without regard to the conflict of laws rules, provisions or statutes of
<br /> any jurisdiction.SensoScientific and Customer each represent that each shall comply with all applicable federal,state and local laws.
<br /> 16.Nonwaiver.Waiver of any breach by either party,or failure of either party to exercise any rights under this Agreement on one or more
<br /> occasions is not a waiver of any right to exercise that right on another occasion.
<br /> 17.Prevailing Party. In the event that any action shall be instituted by either of the parties hereto for the enforcement of any of it rights or
<br /> remedies in and under this Agreement,the prevailing party,whether in court or by way of out-of-court settlement,shall be entitled to recover
<br /> from the non prevailing party or parties such prevailing party's attorney's fees,court costs,expert witness fees and/or other expense relating to
<br /> such controversy, including attorney's fees,court costs and/or expense on appeal, if any.
<br /> 18.Calibration:SensoScientific utilizes the QCP-SOP-C3 procedure and Simple Decision Rule.
<br /> Purchase Order Reference Number(PLEASE PROVIDE PO#IF REQUIRED FOR PAYMENT)
<br /> PO# TBD
<br /> Quote ACUSigned by:
<br /> CDO Ufa" S&WAkf-
<br /> Signature LL 3C16F2D09E3445F.
<br /> Name mintana Stewart
<br /> Title Health Director
<br /> Date 10/3/2019
<br />
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