Legal Documentation

Elevate Healthcare’s Purchasing General Terms and Conditions

(“GTC”) 

Last Updated on June 11, 2024 

1. Purchase Orders
   1. These General Terms and Conditions (“GTC”) form part of and apply to each Purchase Order (“PO”) referring thereto that an authorized procurement or global strategic sourcing representative (“Representative”) of Elevate Healthcare, Inc. or the entity affiliated to Elevate Healthcare, Inc. identified in the PO (“Elevate Healthcare”) may issue to the addressee (“Supplier” and together with Elevate Healthcare, the “Parties”). The PO, including these GTC and any documents incorporated by reference therein, constitutes a binding contract (“Contract”) between Elevate Healthcare and Supplier.
   2. Each PO shall contain a description of any required services (“Services”), goods, materials or items (“Goods”). The PO will also (i) refer to any applicable technical requirements and/or statement of work and (ii) contain the quantities, prices, payment terms, delivery schedule, place of delivery or performances, shipping terms, identification of Elevate Healthcare’s Representative, and indicate any additional terms applicable to the Services or Goods requested by Elevate Healthcare. 

2. Order of Precedence
   1. In the event of any conflict or inconsistencies between the provisions of the Contract, the following order of precedence shall apply: 1) the PO, 2) these GTC, 3) the statement of work and/or the technical requirements (including Specifications as described in Clause 4 (Specifications and Tools)), and 4) other documents and/or instructions incorporated into the Contract by reference, if any.

3. Acceptance of Contract
   1. Supplier’s written acknowledgement, acceptance of payment or commencement of performance of any Services or delivery of Goods identified on the PO shall constitute Supplier’s unqualified acceptance of the Contract. Unless expressly accepted in writing by Elevate Healthcare’s Representative, additional or differing terms or conditions proposed by Supplier or included in Supplier's acknowledgment are objected to by Elevate Healthcare and have no effect. Elevate Healthcare may withdraw the PO at any time before it is accepted by Supplier.

4. Specifications and Tools
   1. Supplier agrees to design, manufacture, and supply Goods and perform Services listed in the PO in accordance with any applicable drawings, designs, patterns, computer software, programs, modules, flow charts, models, data, specifications, samples, or other description or instructions furnished or agreed to by Elevate Healthcare (“Specifications”). Supplier acknowledges that the Specifications furnished by Elevate Healthcare are Elevate Healthcare proprietary and/or confidential information, whether or not any portion thereof is copyrighted, patented, or trademarked or whether or not it bears any proprietary notices or markings, and in which case they shall never be removed.
   2. More specifically, Supplier agrees to use the Specifications only for the purpose specified on the PO and Elevate Healthcare’s Supplier Quality Manual (“SQM”), and not to copy, modify, reverse engineer, disassemble, network, distribute, take them out of Supplier’s premises where Elevate Healthcare authorizes they can be used, nor disclose or permit access to third parties to the Specifications, or any part thereof, or otherwise use them in whole or in part, for any product or service that Supplier would make available to a third party, on a commercial basis or otherwise. Without the prior written consent of Elevate Healthcare Goods carrying Elevate Healthcare’s part numbers or produced wholly or in part from Elevate Healthcare’s proprietary Specifications may not be sold by Supplier to third parties.
   3. Any special dies, tools, software, or equipment (“Tools”) required for the manufacture or maintenance of Goods shall be furnished by Supplier at no cost to Elevate Healthcare, except for Furnished Property which is addressed in Clause 28 (Furnished Property). Unless otherwise agreed, only Specifications in effect on the date of the PO apply to the Goods or Services ordered under that PO. Unless specifically requested in Elevate Healthcare’s PO, Supplier shall ensure that all Goods or Services provided by Supplier (its suppliers, or its approved subcontractors), will be free of any control or monitoring features including, but not limited to, time-based expiration software, remote control features, or embedded software security mechanisms.

5. Packing and Shipping
   1. Goods shall be packaged and shipped as specified on the PO and in accordance with Elevate Healthcare’s SQM and any additional local logistics requirements of Elevate Healthcare including Elevate Healthcare’s Logistics Guide for Supplier, which Supplier acknowledges receipt of, as well as in accordance with all industry standards respecting the safe and proper handling, packing, transportation, delivery, use or mode of employment of such Goods and, in the event of any conflict amongst any of them, the most stringent provisions shall apply, the whole in order to ensure that the Goods are delivered in undamaged condition.
   2. Unless otherwise requested by Elevate Healthcare, Supplier shall ship the Goods FCA (INCOTERMS 2020) from Supplier’s facilities to the place(s) specified on the PO, as per Elevate Healthcare Routing Guide (copy available upon request).
   3. Separate packing list, certificate of compliance, and any necessary export, import or other permit or license (if applicable), are required for each PO and must accompany each shipment. Each package will contain a complete packing list identifying the PO number, listing all delivered contents including the description and the quantity of each item and indicating the weight and dimensions of each package. Multiple packages of the same shipment will be clearly numbered, and the total number will be indicated on the packing list and on the container. The location of the packing list must be clearly marked on the container. The complete PO number shall appear on all documents.
   4. WITHOUT LIMITING SUPPLIER’S OBLIGATIONS UNDER CLAUSE 14 (HAZARDOUS MATERIAL), SUPPLIER AGREES THAT IT WILL NOT SHIP TO ELEVATE HEALTHCARE, OR TO ANY OF ELEVATE HEALTHCARE’S CUSTOMERS, ANY GOODS WHICH CONTAIN ANY HAZARDOUS SUBSTANCES INCLUDING, WITHOUT LIMITATION, ANY OZONE DEPLETING SUBSTANCES SUCH AS, BUT NOT LIMITED TO, HALONS CONTAINED IN FIRE EXTINGUISHERS.

6. Delivery, Acceptance and Title
   1. Time is of the essence for Supplier’s performance, and Supplier acknowledges that Goods may be used in a “just-intime” environment. Goods and/or Services shall be delivered in the required quantity(ies), on the delivery date(s), and to the place(s) specified on the PO, unless otherwise requested by Elevate Healthcare. Supplier shall not ship in advance or make partial shipment unless otherwise agreed in writing by Elevate Healthcare. Elevate Healthcare reserves the right to retain any early delivery and/or excess quantities of Goods delivered and make payment as if delivery was made per schedule or refuse and return the early or excess Goods at Supplier’s expense. Risk of loss, handling charges and return shipment costs for any excess quantity shall be borne by Supplier. Without prejudice to any of Elevate Healthcare’s other rights and recourses, Supplier is liable for any damages resulting from any delayed delivery if said delay is not an Excusable Delay (as defined in Clause 19 (Excusable Delay)).
   2. For clarity, the signing of a delivery note, or its equivalent, by any Elevate Healthcare personnel is only an acknowledgement of delivery of Goods or Services and in no way constitutes an acceptance of the Goods or Services nor an agreement to vary the Contract or to accept alternative terms and conditions.
   3. Elevate Healthcare shall accept the Goods and Services or give Supplier notice of rejection due to any defect or nonconformance within a reasonable time after the date of delivery. Title to and full ownership of any Goods will pass to Elevate Healthcare upon delivery and acceptance of Goods. No payment, prior test, inspection, passage of title, any failure or delay in performing any of the foregoing, or failure to discover any defect or other nonconformance shall relieve Supplier of any obligations under the Contract or impair any rights or remedies of Elevate Healthcare, including revocation of acceptance. If Supplier delivers defective or nonconforming Goods or Services, Elevate Healthcare may at its option and at Supplier's cost and expense: (i) require Supplier to promptly correct or replace the Goods or Services or reperform the Services; (ii) return the Goods for credit or refund or refund to Elevate Healthcare the price of the nonconforming Services; (iii) correct the Goods or Services; or (iv) obtain replacement Goods or Services from another source. Return to Supplier of defective or nonconforming Goods or Services and redelivery to Elevate Healthcare of corrected or replaced Goods or Services shall be at no cost to Elevate Healthcare, FCA (INCOTERMS 2020): freight collect, or repaired by Elevate Healthcare, at Supplier’s sole cost and expense. Supplier shall not redeliver corrected or rejected Goods or Services without disclosing the former rejection or requirement for correction and the corrective action taken. All repair, replacement and other correction and redelivery shall be completed as Elevate Healthcare may reasonably direct within ten (10) days of receipt of the nonconforming Goods or Services. Supplier shall respond to any Elevate Healthcare request for root cause analysis of the defect and corrective action within fifteen (15) days and implement respective corrective action within a mutually acceptable time frame and comply with the Elevate Healthcare’s SQM.
   4. A certificate of conformance shall be issued and included in each shipment of Goods, duly signed by Supplier’s quality assurance representative, indicating compliance to Elevate Healthcare’s requirements and Specifications, in accordance with Elevate Healthcare’s SQM. Supplier agrees to promptly notify Elevate Healthcare of any products fabricated by Supplier that do not meet the Specifications and to seek Elevate Healthcare’s written instructions as to how to deal with such nonconforming products.

7. Changes
   1. Elevate Healthcare’s Representative may, at any time, by written notice, make changes in any of the following: (i) Specifications; (ii) method of shipment or packing; (iii) place of inspection, acceptance or delivery point; (iv) delivery schedule; (v) quantities of Goods; (vi) amount of Elevate Healthcare -Furnished Property, if any; (vii) terms and conditions of the Contract required to meet Elevate Healthcare’s obligations under any government prime contracts or subcontracts; and, if the Contract includes Services, (viii) description of services to be performed; (ix) time of performance (e.g., hours of the day, days of the week, etc.); and (x) place of performance. Should any such change cause an increase or decrease in the cost of, or the time required for, performance of the Contract, the parties shall negotiate an equitable adjustment to the Contract price and/or schedule and Elevate Healthcare will modify the Contract accordingly. Supplier must assert its right to an equitable adjustment under this clause within ten (10) days from receipt of Elevate Healthcare’s notification of the change, by submitting a firm quotation, including the cost or the additional time required for performance of the change. Elevate Healthcare may examine Supplier’s pertinent books and records to verify the amount of Supplier’s claim. If Supplier’s proposed equitable adjustment includes the cost of property made obsolete or excess by the change, Elevate Healthcare may direct the manner of disposition of the property. Failure to agree to any adjustment shall be resolved in accordance with Clause 39 (Disputes and Jurisdiction). However, nothing in this Clause 7 will excuse Supplier from proceeding without delay with the Contract as changed. Notwithstanding the above, Elevate Healthcare may, at its discretion, change the Contract delivery schedule (bring forward or delay), with no price adjustment, if such change does not impact a delivery schedule date due within the next four (4) week time period.

8. Invoice, Price, Taxes and Payment
   1. All invoices shall be addressed and sent to Elevate Healthcare and shall include the correct legal name and address as indicated on the PO. Each PO requires separate invoices indicating PO number, release number, line-item number(s), Elevate Healthcare part number, country of manufacture, currency code, quantity, unit price, total pieces and weight, and extended value.
   2. The PO price for the Goods and/or Services is inclusive of all goods and service tax, provincial sales tax, sales and use, business, gross income, personal property, transfer, value added, turnover, excise, gross receipts, franchise, stamp, registration, corporation, export/import duties, brokerage, or other taxes, duties, levies, imposts, fees, assessments or withholdings of any nature whatsoever (or any other amount corresponding to any of the foregoing) now or hereafter in force and effect, charged, imposed, levied, collected, withheld or assessed anywhere in the world by any level of government or public authority in connection with this Contract.
   3. If required by the applicable local laws, regulations, ordinances and any government directives and orders (“Laws”), Elevate Healthcare will withhold any applicable tax from the PO price paid to Supplier and remit such withheld taxes to the relevant tax authorities and will provide to Supplier the applicable documents evidencing the tax payments. Such withholding tax is to Supplier’s account and will not cause the PO price to be increased in any manner. Each Party will be responsible for its own corporate income taxes. In addition, Supplier is solely responsible for all taxes related to any of its employees, consultants, subcontractors or any of its suppliers. The Parties will cooperate to enable each Party to determine its own tax liability more accurately and to minimize such liability to the extent legally permissible.
   4. Each Party will provide and make available to the other any resale certificates, information regarding out-of-state or out-of-country sales or services, and other exemption certificates or information reasonably requested by the other Party.
   5. Payment shall be made within the delay stipulated on the PO calculated from the later of: (i) Elevate Healthcare 's acceptance of the Goods and/or Services; and (ii) Elevate Healthcare 's receipt of an accurate invoice detailing the Goods and Services performed as per the requirements of Elevate Healthcare stated in the PO. Each payment made shall be subject to reduction to the extent of amounts which are found by Elevate Healthcare or Supplier not to have been properly payable and shall also be subject to reduction for overpayments. Supplier shall promptly notify Elevate Healthcare of any such overpayments and remit the amount of the overpayment except as otherwise directed by Elevate Healthcare. Elevate Healthcare shall also have the right to deduct or set off Supplier’s claims for money due or to become due from Elevate Healthcare against any claims that Elevate Healthcare has or may have under the Contract or any other transaction between the parties. Elevate Healthcare may further withhold from payment any amount that is subject to a good faith dispute, and/or an amount sufficient to reimburse Elevate Healthcare for any Liabilities (as such term is defined in Clause 27 (Liability)) relating to Supplier’s failure to comply with any requirement of the Contract. Unless otherwise expressly agreed between the parties, Elevate Healthcare is not responsible for the payment of any invoice issued more than six (6) months after the date upon which Supplier provided the Goods or Services.
   6. Unless otherwise expressly agreed between the Parties, at Elevate Healthcare’s option and sole discretion, Supplier shall register on, and transact as a supplier within Elevate Healthcare’s designated third-party purchasing application.

9. Compliance with Laws, Ethics, and CSR
   1. Throughout the performance of the Contract, Supplier shall comply with (and shall ensure to flow down these requirement to its suppliers) (i) best industry standards and practices, (ii) all policies provided by Elevate Healthcare, including Elevate Healthcare Supplier Code of Business Conduct (alternatively Supplier may comply with its own code of ethics/ business conduct provided it contains similar commitments as Elevate Healthcare’s Supplier Code of Business Conduct), (iii) all applicable Laws including, without limitation, Laws related to health and safety of employees, export and import Laws, the protection of the environment, Laws combatting bribery including the Foreign Corrupt Practices Act of the United States, the Bribery Act of the United Kingdom, and any other legislation of similar nature applicable to Supplier’s performance under this Contract, laws prohibiting the use of children or forced labor, as well as any rules and regulations of Elevate Healthcare, Elevate Healthcare’s customers and parties providing any sites for the performance of Services or delivery of Goods (collectively, “Interested Parties”), and those of applicable authorities, when Supplier needs to access Interested Parties’ premises. Supplier shall ensure that its employees are aware of these obligations and that they comply with same.
   2. Without limiting Supplier’s obligations described above, Supplier (or any agent or representative of Supplier) shall not offer or provide gifts or gratuities to any employee and other contractors of Elevate Healthcare except as authorized by Elevate Healthcare’s Anti-Corruption Policy and Gifts, Entertainment and Business Courtesies Policy. Supplier acknowledges that allegations of, bribery, use of children or forced labour, noncompliance with security or health and safety Laws, including as applicable any health and safety requirements of Interested Parties (as more fully described in Clause 13 (Supplier’s Employees)), or any criminal activities, may cause Elevate Healthcare to be in breach of Elevate Healthcare’s contract with a customer and may seriously impact Elevate Healthcare’s reputation, therefore conviction or judgement is not a pre-requisite for Elevate Healthcare to immediately terminate the Contract for Default where such situation arises.
   3. Supplier shall maintain in effect all licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under the Contract. To verify Supplier’s compliance with the Contract, Elevate Healthcare may: (i) request Supplier to provide its code of ethics/business conduct and other information and documentation, and (ii) audit Supplier upon written notice.
   4. Supplier also agrees to maintain its premises in a safe and orderly manner. Supplier will advise Elevate Healthcare immediately in the event of an accident, near miss, damage to property or equipment (regardless of the severity thereof) in the course of performance of this Contract or in case of a visit from a regulatory authority (in advance of such visit if known).

10. Environment
    1. Supplier represents and warrants that (i) its environmental policy and environmental management system contains commitments to be a leader in corporate environmental policy by continuously improving its environmental performance, minimizing any environmental impacts from its operation, prioritizing responsible energy consumption, waste reduction, and carbon footprint considerations in its business management and activities and promoting cooperation and coordination between industry, government and the community; and (ii) such commitments are implemented, prioritized and adhered to. Supplier shall inform Elevate Healthcare of their documented environment management system, if available, as well as any appropriate environmental certifications.

11. Product Origin and Export
    1. As applicable, Supplier shall provide: (i) a CUSMA Certificate of Origin, when Goods provided under the PO originate in North America or a statement specifying the country of origin when Goods originate outside North America; (ii) the appropriate U.S. Schedule B or HTS tariff classification; and (iii) CUSMA Preference Criteria. In order to facilitate Elevate Healthcare’s ongoing ability to support its customers with the Goods provided by Supplier, Supplier shall, in a method acceptable to both parties (electronic or written), provide Elevate Healthcare, if applicable, with U.S. Export Administration and U.S. Bureau of Census information, or any other document required in any other jurisdiction, which will be adequate in form and content for Elevate Healthcare to determine the appropriateness of its imports/exports. Additionally, Supplier agrees to resubmit this information upon any changes, including changes to Goods that impact the applicable information.
    2. Supplier shall be responsible for obtaining and complying with all applicable import, export and sanctions Laws including government approvals, licenses, permits, or any other required documents, as well as any applicable industry guidelines and standards that might be necessary to import, use, or return the Goods or to perform the Services in Elevate Healthcare’s country, or the country of Elevate Healthcare’s customer as indicated on the PO, and shall assist Elevate Healthcare in complying with all such requirements. Supplier agrees to disclose any goods, software, technology, or services (“Items”) subject to export restrictions within the International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations (“EAR”) and/or any other applicable restrictions. Supplier shall immediately notify Elevate Healthcare if it is or becomes listed on any Restricted or Denied Party List of an agency of the U.S. Government, or under similar list in Canada or other similar list or in Elevate Healthcare customer country, or its export privileges are denied, suspended, or revoked, any such situation constituting a Default (as defined in Clause 18 (Termination for Default)).
    3. Supplier acknowledges and understands that any Items listed on the U.S. Munitions List (“USML-ITAR”), the Commerce Control List (“CCL – EAR”) including EAR99 items, the Canadian Export Control List (“ECL”), including items controlled under Canada’s Controlled Goods Program (“CGP”) or any other controlled items list to which Supplier has access or which is disclosed, exported, reexported, or transferred to Supplier by Elevate Healthcare is subject to export control restrictions.
    4. Supplier hereby certifies that Items disclosed, exported, reexported, or transferred to Supplier by Elevate Healthcare will not be further disclosed, exported, reexported, transferred or re-transferred to (i) any persons listed in the United States Department of Treasury List of Specially Designated Nationals and Blocked Persons, the United States Department of Commerce Table of Denial Orders, the United States Department Denied Persons List, Entity List and Unverified List, as well as any sanctioned list anywhere in the world that may apply to disclosure, export, reexport or transfer of Items or to end users involved in chemical, nuclear, or missile weapons activity; or (ii) to any foreign national or any foreign country without first obtaining required export authorization, licenses or permit from respective government authorities.

12. Quality Assurance and Inspection
    1. Supplier shall further comply with Elevate Healthcare’s SQM and a recognized international quality management system acceptable to Elevate Healthcare’s Quality Assurance Department. At Elevate Healthcare’s request, Supplier shall provide any specific quality process documentation including a quality manual, which describes Supplier’s quality system, or a quality plan, which details the application of the quality system for the specific procurement. Supplier’s quality manual/plan shall be approved by Elevate Healthcare prior to commencement of Goods or Services. Supplier agrees to abide by the quality standard provisions indicated on the PO and/or in Elevate Healthcare -approved Supplier quality manual/plan.
    2. Elevate Healthcare reserves the right to audit Supplier’s approved quality manual/plan or any specific process, and to witness acceptance testing of Goods at Supplier’s facility. Quality records shall be retained by Supplier for a period of seven (7) years after completion of its obligations under the PO or in the event of termination of the Contract, after which, Elevate Healthcare shall be provided reasonable notice prior to destruction. Elevate Healthcare shall be provided access to these quality records and Supplier shall also ensure that its suppliers keep quality records that can be accessed by Elevate Healthcare for the same period of time.
    3. Supplier agrees that it shall obtain Elevate Healthcare’s prior written approval before effecting any changes in the content of its products, manufacturing processes (including its quality system), suppliers, facilities, and in particular its manufacturing plant, or anything else that can impact the production and delivery of the Goods, as any such changes can cause serious prejudice to Elevate Healthcare.
    4. At no additional cost to Elevate Healthcare, all Goods and Services shall be subject to inspection, surveillance and test at reasonable times and places, including Supplier’s subcontractor’s locations. Elevate Healthcare (and its customer) has the right to visit Supplier’s and Supplier’s subcontractors’ locations during operating hours to inspect, review and assess progress and performance under the Contract, including, but not limited to, production, schedule, security and quality. Any Elevate Healthcare representative shall be allowed access to all areas used for the performance of the Contract. Elevate Healthcare shall perform inspections, surveillance, reviews and tests so as not to unduly delay the work. If Elevate Healthcare performs an inspection, surveillance, review or test on the premises of Supplier or its subcontractors, Supplier shall furnish, and require its subcontractors to furnish, without additional charge, all information, facilities and assistance necessary for the safe and convenient performance of these duties. No such inspection shall relieve Supplier of its obligations to furnish and warrant all Goods and Services in accordance with the requirements of the Contract. Elevate Healthcare’s final inspection and acceptance shall be at destination. 

13. Supplier’s Employees
    1. Supplier shall provide competent and trained personnel for the performance of its obligations under the Contract. Any Services shall be performed in accordance with: (i) applicable Laws; (ii) the training, health and safety requirements of Interested Parties, as communicated to Supplier; and (iii) any health and safety regulations of applicable authorities. In the event of conflict, Supplier shall comply with the strictest requirements. Elevate Healthcare requires that any Supplier and their employees performing any type of physical or manual work go through an annual environmental, health and safety qualification process via our third-party qualification providers. Only after qualification for enterprise and employees have been completed will Supplier be allowed to work on site.
    2. If required by any Interested Parties or applicable authorities, and in any case prior to undertaking any type of physical or manual work, Supplier will provide: (i) proof of qualification for all employees; (ii) proof of certification and inspection of any equipment that will be used during execution of the work; and (iii) a detailed method statement and risk analysis that list each steps of the task with its associated risk and hazards and means of control. In addition, if required by any Interested Parties or applicable authorities, Supplier shall ensure that employees performing related work are aware of their contributions to the safety and conformity of Products and/or Services.
    3. Should Elevate Healthcare determine that health and safety training is required, Elevate Healthcare shall, at Supplier’s costs, provide such training to Supplier’s personnel. Any review or approval of information sent by Supplier to Elevate Healthcare or training provided by Elevate Healthcare under this Clause does not release Supplier of its obligations under the Contract.
    4. Supplier shall ensure that it has paid its dues/fees to any government worker’s compensation regime, and where such regime is not in place, it agrees to maintain insurance for its employees (worker’s compensation/employer’s liability) in accordance with all applicable Laws.
    5. Supplier agrees that any information related to Supplier, or its employees, may be provided by Elevate Healthcare, without consent, to any other Interested Parties, applicable authorities and their respective advisors. Supplier further agrees to cooperate, and ensures that its employees cooperate, with Elevate Healthcare, and with other Interested Parties and applicable authorities as instructed by Elevate Healthcare, in relation to any inquiry made further to any accident, injury, or death occurring to anyone related to or caused by Goods or Services.
    6. In any case when a Supplier needs to access Elevate Healthcare’s premises or to have access to Elevate Healthcare s IT network to perform the work under the Contract, Elevate Healthcare will, or will designate a third-party to, perform, at Elevate Healthcare’s expense, security background checks for Supplier’s employees or authorized contractors that perform such work. Supplier will provide all information and documents requested by Elevate Healthcare for this purpose, including but are not limited to two (2) pieces of Government issued ID and a completed background screening form. To the extent permitted by Law, only Supplier’s employees and authorized contractors that have cleared this background check can be used by Supplier to perform the work under the Contract at Elevate Healthcare’s premises or over Elevate Healthcare’s IT network.

14. Hazardous Material
    1. Unless Customer is an Elevate Healthcare authorized reseller of Products, Customer is prohibited from purchasing Products for resale.
    2. Any resale of Products by Customer is subject to Elevate Healthcare’s consent, not to be unreasonably withheld, and to export laws. Prior notification of potential transferee, location where the Product will be moved and a written undertaking, enforceable by Elevate Healthcare, from the potential transferee agreeing to abide by the terms of this Agreement shall be provided to Elevate Healthcare for its approval. Any resale without prior Elevate Healthcare’s written consent is deemed null and void.

15. (RESERVED)

16. Suspension of Work
    1. Elevate Healthcare may, by written order, suspend all or part of the work to be performed by Supplier under this Contract for a period of up to one hundred and eighty (180) days (or longer if extended by mutual agreement) (“Suspension of Work”). If the Suspension of Work is cancelled or the period of the Suspension of Work expires, Supplier shall resume work and the parties will agree upon a reasonable adjustment in the delivery schedule. In no event shall such adjustment exceed the period of time during which the Suspension of Work was in effect. Except as otherwise provided herein, no adjustment in the total PO price will be incurred by issuance of a notice of Suspension of Work.

17. Termination for Convenience
    1. Notwithstanding any other provisions of the Contract, Elevate Healthcare may terminate, in whole or in part, the Contract for convenience and for any reason, at any time, by written notice to Supplier.
    2. In the event of such termination, Supplier shall immediately cease all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work, including but not limited to the manufacture and procurement of materials for the fulfilment of the terminated portion of the Contract. The parties will agree upon an equitable adjustment of the Contract price provided that: (i) Supplier shall solely be entitled to the reimbursement of the reasonable demonstrated direct cost Supplier has incurred in the performance of the Contract prior to the effective date of termination; (ii) Supplier’s written intent to file a claim for adjustment is received within fifteen (15) days from the effective date of termination; (iii) Supplier’s final claim is received within sixty (60) days from the date that intent to claim is filed.
    3. To the extent permitted by Law, Supplier shall be deemed to have waived all claims and shall have no remedies after such sixty (60) day period and shall continue to perform its obligations under the Contract for any portion thereof that is not terminated. In the case of a partial termination of a Contract, no adjustment will be made on the portion that is not being terminated.
    4. Failure to act in accordance with this Clause will constitute a Dispute (as further described in Clause 39 (Disputes and Jurisdiction)). In no event shall Supplier have any claim for any other damages, compensation, unabsorbed indirect costs or overhead, lost or anticipatory profit, allowance or otherwise by reason of, or directly or indirectly arising out of, any action taken or termination notice given by the Elevate Healthcare under this Clause.
    5. In no event shall Elevate Healthcare be obligated to pay Supplier any amount in excess of the price(s) indicated on the Contract for the portion of the Contract so terminated. Supplier shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

18. Termination for Default
    1. Elevate Healthcare may, upon written notice to Supplier, terminate the Contract, in whole or in part, without prejudice to any of its other rights and recourses: (i) if Supplier fails to deliver the Goods and Services in accordance with the Contract or any agreed extension of time; (ii) if Supplier ceases, omits, refuses to perform or is in default in carrying out any of its other obligations under the Contract and/or is in breach of any of the other terms of the Contract, in whole or in part; (iii) if Supplier fails to make progress so as to endanger performance of the Contract, or (iv) in the event of Supplier’s bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s property or business, or any assignment, reorganization or arrangement by Supplier for the benefit of its creditors (each, a “Default”). Supplier shall have ten (10) days (or such longer period as Elevate Healthcare may authorize in writing) to cure any such failure after receipt of notice from Elevate Healthcare. Default involving delivery schedule delays, bankruptcy or adverse change in financial condition shall not be subject to the cure provision. Upon failure to cure the Default, or if Elevate Healthcare’s determination is that the Default cannot be cured, Elevate Healthcare may give Supplier written notice of termination of the Contract for Default, in whole or in part, with immediate effect, without prejudice to any of its other rights and recourses.
    2. Upon the termination of the Contract, Elevate Healthcare may require Supplier to transfer title and deliver to Elevate Healthcare, as directed by Elevate Healthcare, any (i) completed Goods and Services; and (ii) any partially completed Goods and Services and material parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively “Manufacturing Materials”) that Supplier has specifically produced or acquired for the terminated portion of the Contract. Upon direction from Elevate Healthcare, Supplier shall also protect and preserve property in its possession in which Elevate Healthcare or its customer has an interest. Elevate Healthcare shall pay the Contract price for Goods and Services actually delivered and accepted. Elevate Healthcare and Supplier shall agree on the amount of payment for any Manufacturing Materials and for the protection and preservation of property. Supplier shall have no claim for further payment, but shall be liable to Elevate Healthcare for any amounts paid by Elevate Healthcare and for all Liabilities (as defined in Clause 27 (Liability)) which may be suffered by Elevate Healthcare or its customers by reason of the Default or occurrence upon which the notice was based, including any increase in the cost incurred by Elevate Healthcare in procuring the Goods or Services, or any part thereof, from another source or to protect Elevate Healthcare or its customer against loss because of outstanding liens or claims of former lien holders. 

19. Excusable Delay
    1. Time is and shall remain of the essence throughout the performance of this Contract and Supplier shall strictly adhere to the shipment or delivery schedules specified in this Contract. A delay in the performance by Supplier of any obligation under the Contract which is caused by an event which: (i) is an act of God, war, severe weather, pandemics, or any other event which constitutes a superior force and is beyond the reasonable control of Supplier, and without any fault on the part of Supplier; (ii) interferes with the performance of Supplier’s obligations; and (iii) the effects of which could not reasonably have been avoided by Supplier shall, subject to compliance with the provisions of this Clause, constitute an “Excusable Delay”. The following shall not be considered as events beyond the reasonable control of Supplier: (i) lack of financial resources of Supplier; (ii) changes in market conditions; or (iii) any labor disturbances including strikes or lockouts experienced by Supplier. Nonetheless, whenever Supplier has knowledge that any actual or potential labor disturbance is delaying or threatens to delay the timely performance of the Contract, Supplier shall promptly notify Elevate Healthcare, including all relevant information.
    2. In the event of an Excusable Delay, Supplier shall promptly notify Elevate Healthcare in writing and provide Elevate Healthcare with the reasons for the delay, the actions being taken to overcome or minimize the delay and a written recovery plan within ten (10) days of such facts coming to the attention of Supplier. Elevate Healthcare shall accept or reject such recovery plan in writing and, if accepted, Supplier shall promptly implement such recovery plan at its sole expense. In the event of an Excusable Delay, any affected delivery date shall be extended by a time period equivalent to the time period in which the Excusable Delay was in effect. No adjustment will be made to the PO price; adjustment to the delivery schedule is the exclusive remedy of a party in the case of an Excusable Delay. Notwithstanding the above, after an Excusable Delay has continued for a period of thirty (30) days in the aggregate, Elevate Healthcare may terminate the Contract, or any part thereof. In the event of such termination, the rights and obligations of the parties shall be determined in accordance with Clause 17 (Termination for Convenience).

20. Late Delivery Damages
    1. The timely delivery of Goods and Services is critical for the success of the Contract. In the event that Supplier fails to deliver the Goods and/or Services in accordance with the delivery schedule specified in the Contract and such failure is not due to reasons of Excusable Delay nor is a result of Elevate Healthcare’s fault (“Late Delivery”), Elevate Healthcare shall be entitled to damages resulting from any Late Delivery. Such damages shall be in the amount equal to one percent (1%) per week of the total PO value and up to a maximum of ten percent (10%) of the total PO value. Such amount(s) shall be calculated after a grace period of twenty (20) calendar days from the delayed milestone event in accordance with the delivery schedule and up to the acceptance of such milestone event.
    2. The application of a claim of Late Delivery shall not prejudice Elevate Healthcare’s other rights and recourses available under the Contract, at law or in equity.
       
       
21. Intellectual Property
    1. Intellectual Property (“IP”) means all rights, titles, ownership and interest, in whatever form or medium, existing or to come, whether registered or not, in inventions, discoveries and improvements; know-how; technical data, drawings, specifications, formula, process information, databases, reports and documented information, and computer software (whether in source code or object code form); and IP includes all worldwide common law and statutory rights to the foregoing, including but not limited to, patents, industrial designs, trade secrets, copyrights (including any moral rights) and mask work (integrated circuit topographies).
    2. Foreground IP. Unless otherwise expressly agreed in writing between the parties, all IP conceived, developed, reduced to practice or otherwise generated in the course of any work that is performed under the Contract by or on behalf of Supplier shall vest in and be the sole property of Elevate Healthcare (“Foreground IP”). For clarity, C Elevate Healthcare shall have all right to use, reproduce, adapt, modify, further develop such Foreground IP and create derivative works based upon same and otherwise alter, sell, distribute or otherwise transfer the Foreground IP as part of products sold or services rendered by Elevate Healthcare on a commercial basis. Supplier will (i) promptly disclose all such Foreground IP to Elevate Healthcare in written detail in an agreed form and (ii) execute all papers, cooperate with Elevate Healthcare, and perform all acts necessary and appropriate in connection with the perfection of title, filing, prosecution, maintenance, or assignment of related IP rights, including patents or patent applications, on behalf of Elevate Healthcare. Supplier shall ensure it has obtained all required assignments of rights from its employees or contractors as well as waivers of moral rights, and Supplier shall provide Elevate Healthcare with, upon written request, all relevant documentation to such effect.
    3. Background IP. Each Party shall retain ownership of IP owned or controlled by it at any time before or during the term of the Contract (“Background IP”). Supplier grants to Elevate Healthcare, and to Elevate Healthcare’s subcontractors, suppliers, and customers, at no additional charge beyond the price for the Goods and/or Services, a fully paid-up, royalty-free, non-exclusive, irrevocable, transferrable, worldwide and perpetual license (including the right to sublicense) in Supplier’s Background IP, but only to the extent that the absence thereof would otherwise interfere with Elevate Healthcare’s rights in, use and enjoyment of the Services, Goods or Foreground IP belonging to Elevate Healthcare under this Contract (including to make, have made, sell, offer for sale, use, execute, reproduce, display, perform, distribute internally or externally copies of, and prepare derivative works based upon such Supplier Background IP). This license to Supplier’s Background IP cannot be restricted in any way by Supplier, including the wording on any shrink-wrap or click-wrap license attached to any deliverable. Supplier represents and warrants that it is the owner of, or has all the rights to use, the Background IP for the performance of its obligations under the Contract and to license same to Elevate Healthcare as indicated above.

22. Confidentiality
    1. Any and all information related to the Contract, whether disclosed in writing, orally, electronically or otherwise (including samples and prototypes), related to Elevate Healthcare’s business and the business of its affiliated companies including, without limitation, any commercial, financial, operational, technical (such as Specifications, drawings, data, documents, computer software, designs programs, technology, concepts, processes, methodologies and samples) and/or marketing information, business and/or strategic plans, wage, salary information forecasts, products and accounting records, know-how, inventions, ideas, and any information relating to Elevate Healthcare’s customers, suppliers, employees or contractors, including personal information as defined under applicable data protection Laws, whether or not acquired through visits or discussions and whether or not covered by intellectual property rights, which is in the possession of or belonging to Elevate Healthcare, whether or not explicitly designated as confidential, shall be referred to as “Confidential Information”.
    2. Supplier agrees to protect and keep the Confidential Information obtained hereunder in strict confidence, with the same degree of care and safeguard as it uses to protect its own Confidential Information of like importance, but in any event no less than a reasonable degree of care. Supplier agrees not to disclose Confidential Information directly or indirectly to any third party except as expressly set forth herein. Supplier agrees that the Confidential Information should be accessed and disclosed only to (i) its employees having a need to know who have been properly advised of the confidential nature of the Confidential Information, and who are under binding obligations of confidentiality, use and non-disclosure complying with the requirements hereunder; (ii) its subcontractors as required to perform this Contract if Supplier includes a suitable restrictive legend on such disclosures and if each such subcontractor has agreed in writing to obligations no less restrictive than those imposed upon Supplier under this Clause. Supplier shall be liable to Elevate Healthcare for any breach of such obligation by such subcontractor. Supplier shall be under no obligation of confidentiality if it can prove that the Confidentiality Information (i) was or became publicly available through no fault of Supplier; (ii) was developed independently by Supplier without recourse to the Confidential Information; (iii) became legally known or available to Supplier from a source other than Elevate Healthcare; or (iv) is required by applicable Laws to be given to a governmental body or a court of competent jurisdiction, provided that Supplier provides to Elevate Healthcare prompt notice (except situations in which notice is expressly prohibited by Law) of any such requirement to disclose Confidential Information, to permit Elevate Healthcare to seek an appropriate remedy to prevent the disclosure or alternatively to agree to the terms of such disclosure. Supplier agrees that the Contract is confidential information and that it shall not be disclosed at any time without express written consent of Elevate Healthcare.
    3. Supplier further agrees to use the Confidential Information exclusively for the purpose of the performance of its obligations under the Contract, and agrees not to use, copy, summarize, evaluate or incorporate within or outside.

of its business. Supplier agrees not to reverse engineer, decompile or disassemble any product (hardware or software) received from Elevate Healthcare, nor remove, overprint or deface any notice of copyright, trademark logo, legend or notice of ownership from any information or material obtained from Elevate Healthcare.

1. Upon Elevate Healthcare’s request, and in any event upon the completion, termination or cancellation of this Contract, Supplier shall return to Elevate Healthcare in a way that is accessible and machine-readable (if technically feasible), unless Elevate Healthcare specifically directs otherwise in writing, all of Elevate Healthcare’s Confidential Information (including Specifications) and all materials derived therefrom. Where it is impossible for Supplier to remove all traces of Elevate Healthcare’s Confidential Information because it is embedded in its electronic files and/or offsite as part of its systematic back-up and archiving procedures or otherwise, then any residual Confidential Information will continue to be subject to the confidentiality obligations set out in this Clause. Supplier shall be entitled to retain one copy of information or data for audit purposes only and subject to the confidentiality obligations in this Clause. Supplier shall provide to Elevate Healthcare, within ten (10) days following completion, termination or cancellation or Elevate Healthcare’s request, a certificate of one of its authorized senior corporate officers attesting to this return or destruction.

23. Information Security
    1. If Supplier processes, stores or hosts Confidential Information during the performance of the Contract, Supplier must comply with Elevate Healthcare’s Information Security Terms for Suppliers. In the event Supplier discovers or has reason to believe that there has been a compromise of Elevate Healthcare’s Confidential Information used in the performance of the Contract or provided by or at the direction of Elevate Healthcare to Supplier (an “Information Security Breach”), Supplier shall notify Elevate Healthcare thereof within 24 hours by sending an email to Elevate Healthcare’s Representative which shall include details of the nature and circumstances of the Information Security Breach so that Elevate Healthcare can assess its significance and whether a real risk of substantial harm to individuals may be created by the Information Security Breach. As used in this clause, “compromise” means that information has been exposed to or is suspected of having been exposed to, whether intentionally or inadvertently, unauthorized access, disclosure, use, loss, destruction, or alteration. Upon such discovery, Supplier will, at its cost, (a) take appropriate immediate actions to investigate, remediate and mitigate the effects of the Information Security Breach and (b) provide Elevate Healthcare with assurances reasonably satisfactory to it that appropriate measures have been taken to prevent such Information Security Breach from recurring or continuing).
    2. Supplier shall provide reasonable cooperation to Elevate Healthcare in conducting any investigation regarding the nature and scope of any Information Security Breach. Additionally, if and to the extent any Information Security Breach occurs and if Elevate Healthcare reasonably determines that notices or other remedial measures (including credit monitoring services, fraud insurance and the establishment of a call center to respond to customer inquiries) are necessary, Supplier will, at its cost and expense, upon Elevate Healthcare’s request, issue such notices and put in place such additional remedial measures or otherwise indemnify Elevate Healthcare for the costs related to same. Subject to applicable Laws: (a) Supplier shall not make any public announcement in respect of an Information Security Breach until it has received Elevate Healthcare’s approval to do so and the content thereof has been approved by Elevate Healthcare; and (b) Elevate Healthcare shall determine, in its sole discretion, the content and other details associated with any communications or notice to be provided to individuals or any regulatory authority. Supplier shall keep and maintain for 24 months from the date on which it determines an Information Security Breach has occurred, records of every Information Security Breach and provide Elevate Healthcare access to those records on reasonable request for the purposes of complying with record keeping, notice and reporting requirements as required by applicable Laws.

24. Data Protection
    1. Supplier is responsible for ensuring that all applicable data protection Laws are complied with during the performance of its obligations under the Contract. If at any time Supplier, during the performance of the Contract, processes personal information (as defined under applicable data protection Laws) received for or during the performances of the Contract beyond business contact data (e.g. name, email address, phone number) for communication purposes, Supplier shall comply with (and shall ensure to flow down these requirement to its suppliers) the provisions of Elevate Healthcare’s Privacy and Data Protection Policy applicable to Suppliers and Subcontractors. However, if any personal information processed by Supplier or its subcontractors, for the purpose of the performances of the services under this Contract are in scope of any specific data protection Law, e.g. the General Data Protection Regulation (GDPR) that requires more specific agreements between the Supplier and/or its subcontractors and Elevate Healthcare, the Elevate Healthcare’s Privacy and Data Protection Policy will not apply and the Parties shall execute any reasonable required more specific agreement and/or apply any reasonable required additional safeguard in order to fully comply with such specific data protection Law. In order to comply with statutory obligations such as export control or security Laws, Elevate Healthcare processes personal data of its Supplier representatives. For information that is more detailed please refer to Elevate Healthcare’s Privacy Statement on http://elevatehealthcare.com/legal
25. Publicity
    1. Without Elevate Healthcare’s prior written approval, Supplier shall not, and shall require that its subcontractors shall not, release any publicity, advertisement, news release or denial or confirmation of same regarding the Contract or its performance, including without limitation, that it is a supplier of Elevate Healthcare, the name of Elevate Healthcare or any of its affiliated companies, Elevate Healthcare’s trademarks, photographs, logos or any other identifying information in any advertisement or publicity in any medium whatsoever including, without limitation, any print, broadcast, sales promotion materials, press releases, internet web site, social media of any type.

26. Warranty
    1. Supplier warrants that: (i) it has the right to enter into the Contract; (ii) all Goods and Services supplied under the Contract shall be free from liens, security interests, claims and other encumbrances of any kind; (iii) it has full right and authority to sell such Goods and to provide Services; (iv) the Goods and Services do not infringe any patent, copyright, trademark, or other proprietary right of any third party or misappropriate any trade secret of any third party; (v) the Goods to be delivered hereunder shall consist of new materials, not used, or reconditioned, remanufactured, or of such age as to impair their usefulness or safety; (vi) all Goods are suitable for the purpose for which they were designed and sold by Supplier to and comply with all Laws and terms of the Contract; (vii) the Goods shall not contain any third-party software (including software that may be considered free software or open source software) that: (a) may require any software to be published, accessed or otherwise made available without the consent of Elevate Healthcare; (b) may require distribution, copying or modification of any software free of charge; (c) may require disclosure, license or redistribution of source code; (d) may require the grant of rights in excess of those granted by Supplier in its standard end user license agreements; (e) may require that others have the right to modify the code; or, (f) may impose additional requirements on redistribution such as inclusion of additional license agreements for specific code modules; and (viii) Services performed shall be performed in a professional manner in compliance with best industry practices for the performance of such Services. The foregoing warranties are not limited by the warranty period indicated hereafter.
    2. Supplier further warrants that, for a period of thirty-six (36) months from acceptance of Goods by Elevate Healthcare (unless otherwise indicated by Elevate Healthcare): all Goods delivered under the Contract shall be free from defects in design, material, and workmanship and shall conform to applicable specifications and requirements on the PO and Specifications. Supplier also warrants for a period of thirty-six (36) months following the completion of any Services provided by Supplier under the PO, that such Services shall conform to the Specifications. The warranties described in this Clause shall run to Elevate Healthcare and its successors, assigns and customers. These warranties are in addition to any other warranty provided by Laws.
    3. In the event of any defect or nonconformance in the Goods, Elevate Healthcare will, at its discretion, (i) return to Supplier to be repaired or replace the Goods at no cost to Elevate Healthcare, FCA (INCOTERMS 2020) unless otherwise specified on the PO: freight collect, or (ii) repair, at Supplier’s sole cost and expense, and Elevate Healthcare shall debit Supplier’s account accordingly. For valid warranty claims, Elevate Healthcare shall debit Supplier’s account for actual freight charges incurred both from and to Elevate Healthcare. Should the Services not meet said warranty, at Elevate Healthcare’s option, Supplier shall re-perform the Services, or refund to Elevate Healthcare the portion of the price under the PO for the Services not meeting the said warranty.
    4. Supplier acknowledges that it is, and Elevate Healthcare relies upon Supplier as, an expert and competent in all phases involved in the design, production, testing, and manufacturing of the Goods and/or Services under the Contract. As such, Elevate Healthcare’s review or approval of any deliverable at any stage of the Contract or Supplier’s reliance on Elevate Healthcare supplied data or drawings shall in no instance reduce the level of Supplier’s responsibility or obligation to Elevate Healthcare.

27. Liability
    1. Supplier agrees to indemnify Elevate Healthcare, its agents, representatives, partners, directors, officers, employees, affiliates, successors and assignees, sub-contractors, and customers (collectively “Indemnified Parties”) from and against any and all losses, injuries (including death), damages, liabilities, penalties, fines, costs and expenses of any kind whatsoever (including without limitation costs associated to any recall campaign, as well as reasonable attorneys' fees and other costs of defending any action) (“Liabilities”) which such Indemnified Parties may sustain or incur in connection with: (i) the performance by Supplier and/or any Default by Supplier under the Contract; (ii) any action, claim or other proceeding to the extent that it is based on a claim that Goods or the performance of any Services, infringe any copyright, trademark, patent, or other intellectual property right, or incorporate any misappropriated trade secrets; and/or (iii) their enforcement of the Contract as a result of any claim whatsoever, except to the extent caused by the sole gross negligence or willful misconduct of the Indemnified Parties.
    2. In addition, should Elevate Healthcare or its customers be enjoined or directed to stop using Goods or Services as a consequence of a claim of third party infringement, Elevate Healthcare shall have the right to require that Supplier, at Supplier’s costs, either: (i) procure the right to use the infringing element of Goods or Services in accordance with the Contract; (ii) modify the affected Goods or Services, or parts thereof, without detracting from its overall performance in order to cease the infringement; or (iii) replace the affected Goods or Services, or parts thereof, with alternatives which perform substantially the same functions as the affected Goods or Services.
    3. withstanding any other provision of the Contract, to the extent possible under applicable Law, the maximum liability of Elevate Healthcare to Supplier for the Contract shall in no event exceed the total value paid of the Contract.

28. Insurance
    1. Supplier shall be responsible for maintaining, at Supplier’s expense, at all times during the performance of the Contract, all insurance that a reasonable and prudent Supplier would carry for the provision of Goods or performance of the Services hereunder. This insurance coverage shall, at a minimum, include (i) workman’s compensation and/or employment liability in accordance with Clause 13 (Supplier’s Employees) and as required by applicable Laws; (ii) liability insurance coverage including broad form property damage coverage, products liability and completed operations coverage and contractual liability coverage, with limits of not less than $10,000,000 USD (or its equivalent in local currency of Supplier) combined single limit per occurrence, and $5,000,000 USD annual aggregate for products/completed operations; (iii) automobile liability insurance for a limit of not less than $2,000,000 USD if vehicles are used to enter a Elevate Healthcare site; (iv) if professional services are being rendered, Supplier shall maintain professional liability insurance in an amount of not less than $5,000,000 USD per claim and in the annual aggregate; provided that, should any services rendered involve access to Elevate Healthcare’s systems, Elevate Healthcare’s Confidential Information or access to Elevate Healthcare’s information technology systems (including Supplier systems connecting to Elevate Healthcare systems in the cloud or otherwise), Supplier shall insure that said professional liability insurance includes technology errors and omissions and network security coverage for liabilities, damages and claims arising from errors, omissions or negligent acts in rendering or failing to render computer or information technology services (including software) for a limit of not less than $5,000,000 USD; said policy shall also include intellectual property infringement coverage (v) any such other insurance that Elevate Healthcare may determine as required. Said liability insurance shall: (i) name Elevate Healthcare as additional insured or loss payee for the duration of the Contract; and (ii) provide that the policy not be cancelled without a thirty (30) day prior written notice to Elevate Healthcare. Supplier shall, upon request, provide Elevate Healthcare with proof of such insurance evidencing Supplier’s compliance with these requirements.
    2. Failure of Supplier to furnish certificates of insurance, or to procure and maintain the insurance required herein or failure of Elevate Healthcare to request such certificates, endorsements or other proof of coverage shall not constitute a waiver of Supplier’s obligations hereunder Insurance maintained pursuant to this Clause shall be considered primary as respects the interest of Elevate Healthcare and is not contributory with any insurance which Elevate Healthcare may carry.

29. Furnished Property
    1. Elevate Healthcare may provide to Supplier property owned by either Elevate Healthcare or its customer (“Furnished Property”). Furnished Property shall be used only for the performance of the Contract. Title to Furnished Property shall remain in Elevate Healthcare’s or Elevate Healthcare’s customer. Supplier shall clearly mark (if not so marked) all Furnished Property to show its ownership. Except for reasonable wear and tear, Supplier shall be responsible for, and shall promptly notify Elevate Healthcare of, any loss or damage to Furnished Property. Supplier shall manage, maintain, and preserve Furnished Property in accordance with applicable Laws, the requirements of the Contract and good commercial practice. Upon request by Elevate Healthcare or termination of this Contract, Supplier shall return Furnished Property DAP to Elevate Healthcare’s designated location.

30. Notices
    1. Any notice, consent or other communication hereunder shall be given in writing. Notice shall be deemed to have been received by the addressee: (i) on the day when same shall have been so delivered if delivered by hand; (ii) on the day it was signed as received if sent by courier; or (iii) on the date indicated on the electronic acknowledgement if same is emailed. No notice or communication pertaining to the Contract shall be deemed to have been duly given by Supplier to Elevate Healthcare unless addressed to the Elevate Healthcare entity and representative as specified on the PO.

31. Assignment
    1. Supplier shall not and shall cause its affiliates not to, directly or indirectly, whether by transfer, operation of law or otherwise, undergo a change of control (actual or legal) or otherwise assign this Contract, assign any of its rights or interest in this Contract, delegate any of its obligations under this Contract, or subcontract for all or substantially all of its performance of this Contract (each, a “Transaction”), without Elevate Healthcare’s prior written consent after advance written notice by Supplier, and any such Transaction without Elevate Healthcare’s written consent shall be considered null and void. Nevertheless, Supplier may assign rights to be paid amounts due, or to become due, to a financing institution if Elevate Healthcare is promptly furnished a signed copy of such assignment reasonably in advance of the due date for payment of any such amounts. Elevate Healthcare may assign the Contract, in whole or in part, at its sole discretion.

32. Subcontracting
    1. In the event Supplier wishes to subcontract the performance any of its obligations under the Contract, Supplier shall provide Elevate Healthcare with details of such subcontracting. Should Elevate Healthcare consent to such subcontracting, Supplier shall engage such subcontractor under terms and conditions no less stringent than the ones in the Contract. Supplier shall be held fully responsible for the compliance by its subcontractors with all terms of the Contract. No subcontract shall relieve Supplier of any of its obligations under the Contract or prejudice any rights or claims that Elevate Healthcare may have against Supplier. Supplier is fully responsible for all payments of fees to its subcontractors.

33. Third Party Beneficiary
    1. The Contract is for the sole benefit of the parties hereto and nothing in the Contract, express or implied, is intended to or shall confer upon any other person or entity any rights, benefits, or remedies of any nature whatsoever under the Contract, save and except for Elevate Healthcare’s affiliates, Elevate Healthcare customers mentioned on the PO and any permitted assignees as indicated in Clause 30 (Assignment).

34. Independent Contractors
    1. The parties hereto are independent contractors engaged in the operations of their respective businesses. Neither party is, or is to be considered, as the agent or employee of the other for any purpose whatsoever. Neither party has the authority to enter into contracts or assume any obligations for the other party or make any warranties or representations on behalf of the other party. Nothing in the Contract shall be construed as establishing a relationship of co-partners or joint venture between the parties.

35. Severability
    1. If any term or provision of the Contract is or becomes invalid, illegal, void or unenforceable by any applicable Laws, all remainder of the Contract shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that any term or provision is invalid, illegal, void or unenforceable, the parties hereto shall negotiate in good faith to modify the PO so as to give effect to the original intent of the parties as closely as possible in a mutually acceptable manner, in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. Headings are inserted for convenience only and shall not affect the interpretation of the Contract.

36. Survival
    1. All obligations of Supplier, which by their nature and context or by express terms extend beyond the expiration or termination of this Contract, including but not limited to Clauses 4 (Specifications), 20 (Intellectual Property), 21 (Confidentiality), 23 (Data Protection), 24 (Publicity), 25 (Warranty), 26 (Liability), 36 (Waiver), 37 (Governing Laws), 38 (Disputes and Jurisdiction) shall survive the expiration or termination of the Contract.

37. Waiver
    1. Failure or delay by either party in insisting upon or enforcing any provisions of the Contract or applicable Law, shall not be construed as a waiver or relinquishment of any such provisions under this Contract nor in any way affect the validity of this Contract or any part thereof, or the right of a party thereafter to enforce such provision or law. Except as expressly and affirmatively disclaimed in writing in the Contract, the rights and remedies set forth herein are cumulative and in addition to any other rights or remedies provided by law or in equity.

38. Governing Laws
    1. This Agreement shall be governed by the laws of the State of Florida. Venue shall be in Sarasota County, Florida. At Elevate Healthcare's sole determination, Elevate Healthcare may select an alternative forum, including arbitration or mediation, to adjudicate any dispute arising out of this Agreement. This Contract excludes the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods as may be amended.

39. Disputes and Jurisdiction
    1. The parties shall attempt to resolve any disagreements, disputes, controversies or claims arising under, or relating to the Contract, or the breach, termination, invalidity or interpretation of any part hereof (“Dispute”), by escalating the matter through their respective management structures. The parties will use all efforts in good faith to resolve the Dispute. If the parties cannot resolve the Dispute within ninety (90) days of commencement, each of the parties, unless they otherwise agree, irrevocably and unconditionally: (i) agree that any suit, action, or other legal proceeding arising out of or relating to these terms or the Contract shall be brought in the courts of a competent jurisdiction in the district where the Elevate Healthcare company applying these GTC has its registered office or principal place of business; (ii) consent to the exclusive jurisdiction of each such court in any such suit, action, or proceeding; and (iii) waives any objection which it may have to the laying of the venue of any such suit, action, or proceeding in any of such courts. Notwithstanding the foregoing, each of the parties is entitled to take injunctive proceedings in the court of any competent jurisdiction to protect its confidential information or intellectual property rights. Pending final resolution of any dispute or appeal hereunder, Supplier shall proceed diligently with the performance of its obligations under the Contract as directed by Elevate Healthcare.

40. Language
    1. The parties declare that they have requested and hereby confirm their express wish that the Contract as well as any present and subsequent documents attached thereto, be drawn up in the English language. Les parties déclarent qu'elles ont demandé et par les présentes confirment leur désir exprès que la convention ainsi que les documents actuels et futurs s’y rattachant soit rédigée en anglais.

41. Entire Agreement
    1. The Contract, including all POs, change orders, attachments, exhibits, supplements, specifications, schedules and other terms referenced in or attached to this Contract, constitutes the entire agreement between the parties and supersedes and replaces all prior discussions, representations, understandings or agreements whether verbal or written, between the parties, with respect to or in connection with the subject matter hereof.

End of Elevate Healthcare Purchasing GTC.

These terms and conditions (the “Agreement”) shall govern the sales of the products by Elevate Healthcare set forth on the attached quotation (“Product(s)”), and apply to all quotations made, order acknowledgments sent, purchase orders for the Products received, and invoices sent by Elevate Healthcare to a third party (“Customer”).

This Agreement may not be added to, modified, superseded, or otherwise altered, except by a writing signed by an authorized Elevate Healthcare representative.  Any terms or conditions contained in any acknowledgment, purchase order, or other communication of Customer, which are inconsistent with, different from, or additional to, the terms and conditions of this Agreement, are hereby rejected.  This Agreement expressly limits acceptance to the terms and conditions of this Agreement.

To the extent that Customer’s acknowledgement, purchase order, or other communication is deemed to be an acceptance of Elevate Healthcare’s offer, such acceptance is expressly made on condition of assent by Customer to the terms of this Agreement. Neither Elevate Healthcare’s acknowledgment of an order, commencement of performance, nor delivery shall be deemed to be acceptance of any terms of Customer that are inconsistent with, different from, or additional to, the terms of this Agreement.

1. PURCHASE ORDERS.

1.1. All orders placed with Elevate Healthcare for the Products shall be subject to acceptance by Elevate Healthcare.  Elevate Healthcare shall not be liable for any damages to Customer or to any other person for Elevate Healthcare’s failure to fill any orders or error in filling any orders for any reason whatsoever, whether or not the orders have been accepted by Elevate Healthcare.  If orders for the Products exceed Elevate Healthcare’s available inventory, Elevate Healthcare shall allocate such available inventory on a basis that Elevate Healthcare, in its absolute discretion, deems equitable.

2. TITLE

2.1. Products are those identified in Elevate Healthcare’s corresponding quotation and are specific educational products comprised of, as the case may be, hardware, “Software” (meaning the software, in object code form, embedded in or bundled with the Product or required to operate the Product, as the case may be) “Data” (meaning all related Product documentation and information), End User License and other related license agreements and materials, as packaged in a single commercial package; Products may also contain a personal computer.

2.2. Customer acknowledges that solely title to the hardware shall transfer to Customer, as the Software and Data are licensed and not sold to Customer.  Customer agrees that its use of the Software and Data is governed by the terms and conditions of the End-User License referenced in the quotation. Acceptance of this Agreement includes acceptance of the End-User License and avails as delegation of authority by Customer to its employee/representative operating the Product to click “Accept” to the End-User License, as applicable.

3. DELIVERY AND RISK OF LOSS

3.1. Shipment terms of the Product shall be FOB Shipping Point, unless otherwise identified in the Elevate Healthcare quotation.  Upon receipt of acceptance of quotation, Elevate Healthcare shall notify Customer of expected delivery date and installation services, if such services are indicated in the quotation.  In addition, if training is also indicated in the quotation, Elevate Healthcare and Customer shall agree on the dates for the training for Customer’s employees.  Notwithstanding anything indicated in the quotation, risk of loss shall pass to Customer upon delivery at the Customer delivery point indicated in the quotation (the “Site”).

3.2. Elevate Healthcare shall use reasonable efforts to make deliveries of orders so accepted in accordance with the requested delivery date, but Elevate Healthcare shall not be liable for any damages to Customer or to any other person for Elevate Healthcare’s failure to fill any orders, or for any delay in delivery or error in filling any orders for any reason whatsoever, whether or not the orders have been accepted by Elevate Healthcare.

4. ACCEPTANCE

4.1. Any Product shall be deemed accepted by Customer unless a written notice of defect is received by Elevate Healthcare within ten (10) calendar days of delivery.  Upon receiving Customer’s notice of defect, Elevate Healthcare will have the option to repair the Product on site. If this option to repair on site is not successful within a reasonable timeframe, Elevate Healthcare will provide Customer a return merchandise authorization (“RMA”) for the defective Product. Within ten (10) calendar days of receiving the RMA, Customer shall return the defective Product to Elevate Healthcare’s designated repair facility. Elevate Healthcare shall decide on the shipping method and shall pay for shipping costs (subject to the type of warranty covering the defective Product).  At Elevate Healthcare’s option, Elevate Healthcare will either (i) exchange such Product for a new one of the same type (in which case, the freight for such replacement Product shall be paid by Elevate Healthcare) or (ii) terminate the order (and refund the purchase price if Customer has already paid the applicable invoice for such defective Product). The remedies described above shall be Customer’s sole and exclusive remedies for cancellation, rejection or claim of breach for defective Product.  If the Product has been (i) modified or altered by Customer, (ii) abused or misused, or (iii) used in a manner or in operating environment other than that for which it is designed to operate, Customer shall be deemed to have accepted the Product.  Customer’s acceptance of Products tendered under this Agreement shall be final and irrevocable. Except as provided in this paragraph, Customer shall have no right to return any Products.

5. PRICE AND PAYMENT

5.1. The purchase price for the Products shall be as indicated in the quotation, which price includes license fees for the Software and Data, installation and training for operation of the Product, where such services are indicated on the quotation as being sold with the Product, as well as the price for any option offered and accepted to by Customer, including when applicable for the Product options for installation and training services and/or extended warranty services (the “Price”).

5.2. For clarification, any option for maintenance services for a Product offered in the quotation will be quoted separately and such services shall be governed by Elevate Healthcare’s Support and Maintenance Agreement.

5.3. Payment for Products ordered from Elevate Healthcare must be prepaid unless Elevate Healthcare has, in its sole discretion, granted Customer credit approval, in which case, payment is due thirty (30) days from the date of invoice. Elevate Healthcare reserves the right to terminate or modify any credit terms granted to Customer when, in Elevate Healthcare’s sole discretion, Elevate Healthcare believes that such action is warranted.

5.4. All payments will be made in the currency indicated on the quotation, by wire transfer of funds or by check, as per the instructions indicated by Elevate Healthcare.

5.5. All sums not paid when due shall accrue interest daily at the lesser of (i) an annual rate of 18% or (ii) the highest rate permissible by law on the unpaid balance until paid in full.

5.6 .  In addition to the Price, Customer is responsible for the payment of any and all taxes and duties as indicated hereafter

5.7. Elevate Healthcare may, without Customer’s consent, assign and/or transfer its rights to receive payments hereunder.

6. TAXES AND DUTIES

6.1. In addition to the Price, Customer is responsible for the payment of any and all income, sales, use, consumption, value added, turn over, excise, custom duties or other taxes and like charges in connection with this Agreement (except for the corporate income taxes levied and calculated on net income under the law of the jurisdiction of the Elevate Healthcare entity, issuer of the quotation), levied or required to be withheld from payment(s) to Elevate Healthcare by any taxing authority or any other body having jurisdiction under any present or future law, whether now hereafter in force and effect.

6.2. To the extent that Customer is required under applicable laws to withhold or deduct taxes on any payment to be made to Elevate Healthcare, then the amount payable shall be increased by the amount that will result in Elevate Healthcare receiving the amount it would have received absent such withholding tax or deduction. If Elevate Healthcare is required to pay any of the aforementioned fees and/or taxes or any penalties or interest payments thereon (so long as such penalties or interest are not due to Elevate Healthcare default of any legal or contractual obligation), then any such payments made by Elevate Healthcare shall be promptly reimbursed to Elevate Healthcare by Customer.

7. FEEDBACK

7.1. Customer agrees to provide Elevate Healthcare from time to time, with comments, suggestions, data, information or feedback (the “Feedback”) on the Product.  Customer acknowledges and agrees that such Feedback may be freely used by Elevate Healthcare, at its sole discretion, for the design, development, improvement, marketing and commercialization of its products and services, without any restrictions based on confidentiality or intellectual property rights. Customer further agrees that Elevate Healthcare may use as Feedback any information transmitted with a warranty claim made by Customer.

8. PRODUCT INTELLECTUAL PROPERTY

8.1. Customer acknowledges that the Products’ contents are confidential and subject to protection as trade secrets of Elevate Healthcare and agrees that it shall not attempt and shall use its best efforts to prevent its employees, agents, and/or contractors, from reverse engineering, decompiling or disassembling the Products or otherwise attempting to discover the internal workings and design of the Products or of deriving the source code of any software embedded in the Products.

8.2. Customer agrees that it will not remove, move, cover-up, deface or otherwise interfere with any Elevate Healthcare patent markings, copyright notices or trademarks as such appear or are placed on the Products.

8.3. Some Products may provide Customer with the option of saving and reproducing the images created by such Products (“Work”) during their use. In this regard, Customer hereby recognizes that the entire rights, title and interests in and to such Work remain the exclusive property of Elevate Healthcare. Customer shall not modify such Work in any way whatsoever and shall not remove or alter any Elevate Healthcare notices. However, Customer is permitted to produce and reproduce such Work only for non-commercial educational purposes. 

9. MPORT

9.1. Customer shall be solely responsible for obtaining, and complying with (i) all import laws and regulations, and government approvals or permits necessary to either import or use the Product at the Site, and (ii) all export laws and regulations, and government approvals or permits necessary to return the Product from the Site to Elevate Healthcare upon the termination in whole or in part of this Agreement. Elevate Healthcare shall comply with export laws and regulations for the export of the Product to the Site.

10. EXTENDED WARRANTY

10.1. Customer will have the option to purchase directly from Elevate Healthcare either a regular or a premium extended warranty for its Products, at the then applicable price. When purchasing said extended warranty, Customer must provide the serial number of the Product for which the extended warranty is purchased.  If contracted for, the extended warranty will start post Warranty Period. However, if the extended warranty is not contracted annually, Elevate Healthcare reserves the right to adjust the fee for such services at the time of subscription, taking into account the number of updates that may be required to bring the Product held by Customer to the latest Elevate Healthcare version of such Product.  The extended warranty is subject to Elevate Healthcare’s Support and Maintenance Agreement (“SMA”), which can be unilaterally amended anytime at Elevate Healthcare’s discretion upon notice to Customer,  and to payment by Customer of the then applicable annual fee.

11. LIMITED WARRANTY

11.1. Warranty Period and Coverage. Elevate Healthcare warrants to Customer that, commencing upon thirty (30) days after shipment of the Products and for one (1) year thereafter (but only for ninety (90) days with respect to the ExamSIM Product), or such longer term if Customer purchased an extended warranty (the “Warranty Period”) on a) Elevate Healthcare interface devices and software and b) hardware , (i) the Products will substantially comply with the published specifications set forth in Elevate Healthcare's user documentation for the Products; and, (ii) if delivered on CD(s), the media on which the Products are furnished shall be free from defects in materials and faulty workmanship under normal use. Elevate Healthcare makes no warranty as to the Products after the Warranty Period. Elevate Healthcare does not warrant that the Products will meet Customer's requirements or will operate in combinations with other hardware, software or non-supported platforms/operating systems/databases, which may be selected for use by Customer, or that the operation of the Products will be uninterrupted or error-free.

11.2. Warranty Services. Customer's sole and exclusive remedy under the Warranty Period shall be, at Elevate Healthcare's option, to either (i) provide on-site services to correct any defects, which would cause the Products not to comply with the published specifications, (ii) replace the defective Products, or part thereof, with Products that comply with the published specifications, including parts that may be refurbished, used, or of like materials or (iii) terminate the Agreement immediately and refund the Price, and any maintenance fees paid by Customer, which relate to the defective Products, less a pro rata amount equal to any support and maintenance which Customer actually received. Elevate Healthcare shall be responsible for any shipping costs, subject to the level warranty covering the Products, and any replacement parts.  If a Product needs to be shipped to Elevate Healthcare, Customer will follow the RMA procedure, which may be amended from time to time in Elevate Healthcare’s sole discretion. As such, if the option to repair on site is not successful within a reasonable timeframe, Elevate Healthcare will provide Customer a return merchandise authorization (“RMA”) for the defective Product.  Within ten (10) calendar days of receiving the RMA, Customer shall return the defective Product to Elevate Healthcare’s designated repair facility. Elevate Healthcare shall decide on the shipping method and shall pay for shipping costs (subject to the type of warranty covering the defective Product).  

11.3. Any warranted part which is repaired or exchanged shall have a warranty period equivalent to the longer of Elevate Healthcare standard warranty for parts indicated below in Section 11.4 or the remainder of the Warranty Period.

11.4. Repairs post Warranty: If a Elevate Healthcare’s Product is the object of repairs outside of the Warranty Period, Elevate Healthcare warrants a) that the repairs will be performed in a competent and workmanlike manner and b) all parts used to repair the Product will comply with published specifications, including parts that may be refurbished, used, or of like materials, and such replaced parts will bear a warranty period of one hundred eighty (180) days from delivery of the repaired item, which warranty is subject to the terms contained in Section 11.2, 11.6 and following.

11.5. Notwithstanding anything contained in this Section 11, Customer acknowledges that there is no warranty for consumable material.

11.6. Conditions of Warranty Services. The above remedies are available only (i) if Elevate Healthcare is notified in writing, within the Warranty Period or, as applicable the warranty period for the repairs post warranty, upon discovery of the defects by Customer, (ii) Customer follows Elevate Healthcare’s instructions for the return of  the defective Products, and (iii) if the Products have not been (a) altered, or modified by any party other than Elevate Healthcare or a third party provider approved by Elevate Healthcare; (b) subjected to negligence, or computer or electrical malfunction; or (c) used, adjusted, or installed other than in accordance with instructions furnished by Elevate Healthcare.  Should Customer hire a third party independent contractor not contracted by Elevate Healthcare to perform services for Customer using the Products, or should said contractor modify or in any way alter the Products, Elevate Healthcare shall have no liability to Customer for said services, modifications, or alterations. Customer agrees to assume the entire risk of using the Products.

11.7. WARRANTIES EXCLUSIVE.  THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE, PERSONAL AND NON TRANSFERABLE, AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE WITH DESCRIPTION, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. 

11.8. Disclaimer:  Some countries, states, or provinces do not allow the exclusion or limitation of implied warranties or the limitation of incidental or consequential damages, so the above limitations and exclusions may be limited in their application.  When implied warranties may not be excluded in their entirety, they will be limited to the duration of the applicable written warranty.  This warranty gives Customer specific legal rights; Customer may have other rights that may vary depending on local law.  Statutory rights, which may not be excluded or limited, are not affected by this clause.

12. FORCE MAJEURE

12.1. Dates and times by which Elevate Healthcare is required to perform any obligations under this Agreement or its corresponding Elevate Healthcare quotation shall be postponed automatically for the period of time that Elevate Healthcare is prevented from meeting such obligations by reason of force majeure, act of God or any cause beyond its reasonable control.

13. SPECIAL TERMS FOR PRODUCTS SOLD IN THE US

13.1     The Products are “Commercial Items” as defined in the Federal Acquisition Regulations §2.101 and may consist of “Commercial Computer Software” and “Commercial Computer Software Documentation” in accordance with Federal Acquisition Regulations §12.212 and DFARS §227.7202.

13.2     Any use, modification, reproduction, release, performance, display, or disclosure of the Software and/or Data by the U. S. Government, or any of its units or agencies shall be governed solely by the terms of this Agreement and any End-User License Agreement. Any technical data provided by Elevate Healthcare with the Products that is not covered by the above provisions is deemed to be "technical data-commercial items" pursuant to DFARS 252.227.7015(a).

14. LIMITATION OF LIABILITY

14.1. Customer acknowledges that the Product is a simulator and agrees to use it solely as en educational tool.  AT NO TIME SHALL THE PRODUCT BE USED TO DIAGNOSE OR CURE A HUMAN BEING’S CONDITION OR IN A LIFE-SAVING SITUATION. USE OF THE PRODUCT WITH REAL SUBJECTS COULD CAUSE SERIOUS INJURY OR DEATH.

14.2. The Products cannot be used in any device or application where the failure, malfunction or inaccuracy of the Product carries a risk of death or serious bodily injury, such as, but not limited to moving vehicles, medical equipment,  life support or other application representing a similar degree of hazard.  Any such use is prohibited without prior written agreement of Elevate Healthcare under terms intended to allocate the risks of selling the Product for such uses.  Customer will indemnify, defend and hold Elevate Healthcare harmless from all claims, losses, damages and expenses, including attorneys’ fees arising from any such prohibited use of the Products.

14.3.  Elevate Healthcare SHALL NOT BE RESPONSIBLE FOR THE COMPETENCY OF ANY PERSON WHO MAY RECEIVE TRAINING BASED ON THE PRODUCT OR FOR THE EXERCISE OF ITS SKILLS BY SUCH PERSON AFTER COMPLETION OF ANY COURSES USING THE PRODUCT. Elevate Healthcare DOES NOT GUARANTEE THAT ANY PERSON RECEIVING TRAINING FROM THE PRODUCT DELIVERED PURSUANT TO THE COMMERCIAL AGREEMENT WILL ACHIEVE THE NECESSARY PROFICIENCY TO QUALIFY FOR ANY LICENSE, CERTIFICATES OR RATINGS ISSUED BY ANY REGULATORY AGENCY OR GOVERNMENT AUTHORITY.

14.4.  IT IS FURTHER UNDERSTOOD THAT Elevate Healthcare SHALL ALSO HAVE NO LIABILITY WHATSOEVER CONCERNING DAMAGES ARISING OUT OF OR RELATING TO UNAUTHORISED ACCESS AND/OR ALTERATION OR DESTRUCTION, BY ANY THIRD PARTY, OF ANY DATA CREATED BY A Elevate Healthcare PRODUCT, OR THE CUSTOMER’S COMPUTER SYSTEM.

14.5.  IN NO EVENT WILL Elevate Healthcare BE LIABLE FOR ANY LOSS OF USE, LOSS OF PROFIT, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF Elevate Healthcare HAS BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL Elevate Healthcare’S LIABILITY TO CUSTOMER FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE PURCHASE PRICE OF THE PRODUCT PAID BY CUSTOMER.

15. LIMITED REMEDIES FOR INFRINGEMENT

15.1. In the event Customer learns that there is, or may be, any infringement or unauthorized use of the Product or disclosure of Confidential Information, Customer shall promptly notify Elevate Healthcare in writing of same. In the event of a possible infringement or unauthorized use of the Product, Elevate Healthcare retains the sole right, in its sole discretion, to commence a legal action or to take any action in response thereto. Customer shall cooperate and provide all available information and assistance to Elevate Healthcare in such regard. Elevate Healthcare shall not be bound by any settlement or compromise of any charge of infringement made without its written consent. Customer acknowledges that Elevate Healthcare shall have the right to take such measures which Elevate Healthcare deems appropriate to minimise any potential damages due to any alleged claim. Customer agrees not to assert against Elevate Healthcare any infringement claims on the Software, Data and/or the Products.

15.2. If a final judgment is obtained prohibiting the use by Customer of any part of the Product by reason of infringement of a registered copyright or patent, Elevate Healthcare will, at its option and expense, either (i) procure for Customer the right to continue to use the Product; (ii) modify the Product so that it becomes non-infringing; or (iii) repurchase/reimburse from Customer the fee paid for the Product and/or documentation less depreciation at the rate of twenty-five percent (25%) per year, or pro rata for part of the year, from the date of commencement of the term of use of the Product to the date of repurchase of the Product.

15.3.  LICENSEE ACKNOWLEDGES THAT THE ABOVE REMEDIES ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO LICENSEE RELATED TO CLAIMS FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

16.  RESALE OF PRODUCT

16.1 Unless Customer is a Elevate Healthcare authorized distributor of Products, Customer is prohibited from purchasing Products to resell same for profit, or to resell the Products for profit.

16.2     Any re-sale of Products by Customer is subject to Elevate Healthcare’s consent, not to be unreasonably withheld, and to export laws.  Prior notification of potential transferee, location where the Product will be moved and a written undertaking, enforceable by Elevate Healthcare, from the potential transferee agreeing to abide by the terms of this Agreement shall be provided to Elevate Healthcare. Any re-sale without prior Elevate Healthcare’s written consent is deemed null and void.

17. TERMINATION

17.1. Elevate Healthcare may terminate this Agreement, immediately upon written notice to the Customer, should the Customer:

(a) make an assignment for the benefit of creditors, or any proceedings are instituted by any party or against it seeking to declare it bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its property;

(b) attempt to, directly or indirectly, assign or transfer any of the rights granted to it pursuant to this Agreement without Elevate Healthcare’s prior written authorization; or

(c) disclose in whole or in part any confidential information, uses the Product otherwise than as authorized herein or is otherwise in breach of its obligations to protect the intellectual property contained in the Products including, without limitation a breach of Section 8 (Product Intellectual Property).

17.2.  In addition, should Customer fail to comply with any other terms and conditions of this Agreement and such failure is not cured or remedied to Elevate Healthcare’s satisfaction within ten (10) days after receipt of Elevate Healthcare’s written notice, Elevate Healthcare may terminate this Agreement immediately.

17.3. Upon termination of this Agreement, Customer agrees to immediately discontinue use of the Product, and to return same and any Data provided to Customer to Elevate Healthcare as well as any copies, summaries or extracts thereof, with any associated CD ROM(s), keys, dongles or other devices as may be directed by Elevate Healthcare. At Elevate Healthcare’s request, Customer shall promptly provide a written certificate signed by an officer of Customer confirming that such items have been returned to Elevate Healthcare or destroyed as so directed by Elevate Healthcare.

17.4. The following shall survive and continue in full force and effect notwithstanding any termination of this Agreement: Section 8 (Product Intellectual Property), Section 14 (Limitation of Liability), 18 (Governing Law) as well as any other clauses which by their nature and context are intended to survive.

18. GOVERNING LAW

18.1. This Agreement shall be governed by, subject to, and interpreted according to the laws of the State of Florida, U. S. A., without regard to its conflict of law rules. In all cases, the Parties expressly exclude and waive the application of the United Nations Convention on Commercial Agreements for the International Sale of Goods (1980) (Vienna Sales Convention) as amended.

18.2. The exclusive forum for the resolution of any and all disputes arising out of or in connection with this Agreement shall be a court of appropriate jurisdiction located in the State of Florida, U.S.A. Each Party hereby waives any right that it might otherwise have to object to such venue or seek dismissal of the action on the basis of forum non-conveniens. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

18.3. Notwithstanding the foregoing, if a party seeks injunctive proceedings to preserve confidentiality obligations or intellectual property rights, then it is entitled to seek relief before the competent court/body of any jurisdiction.

19.MISCELLANEOUS

19.1.  Notices: Notices or communications pertaining to this Agreement must be given in writing and delivered to the addressee at the address indicated in the quotation (or such change thereto duly communicated in writing by a party to the other) by hand, messenger, or fax, and, if so delivered shall be deemed to have been received by the addressee on the day on which it shall have been actually received, signed as received, or if faxed, shall be deemed to have been received by the addressee upon the next business day following electronic acknowledgement.

19.2. No third-party beneficiaries. Nothing in this Agreement shall be construed as creating or giving rise to any rights for any third parties or any persons other than the parties to this Agreement.

19.3. Succession and Assignment.  Customer may not assign or delegate this Agreement in whole or in part, expressly or by operation of law, without Elevate Healthcare’s prior written consent. Elevate Healthcare may assign this Agreement, in whole or in part, and/or its rights and obligations, in Elevate Healthcare’s sole discretion, to any party; This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.  Any assignment of this Agreement, or any license granted herein, in violation of the provisions of this Section shall be void.

19.4. Export Controls. Customer acknowledges that the laws and regulations of the United States may restrict the export and re-export of commodities and technical data of United States origin, including the Products.  Customer agrees that it will not export or re-export Products of, or containing items of, United States origin, in any form, without the appropriate United States and foreign governmental licenses.

19.5. Confidentiality of Agreement. The terms of this Agreement shall be treated as confidential by the parties, and shall not be disclosed by either party except as required by law, to their financial and/or legal advisers, or in the event of potential transactions for the sale of substantially all of its business or assets of the business unit of a party. Notwithstanding the above, Elevate Healthcare shall be entitled to identify Customer and reproduce Customer’s brand, at no cost, in Elevate Healthcare’s press releases and other mass marketing material, such as promotional material and Elevate Healthcare’s website.

19.6. No Waiver. No delay or omission by either party hereto to exercise any right or power occurring upon any non-compliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power to be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained.

19.7. Preamble/Headings. The preamble forms an integral part of this Agreement. The division of this Agreement into Clauses, Articles, sections, subsections and other subdivisions and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement.

19.8. Severability. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

19.9. Precedence. In the event of conflict between this Agreement and the quotation, this Agreement shall prevail. In the event of conflict between this Agreement and the End-User License, the End-User License shall prevail.

19.10. Entire Agreement. The Elevate Healthcare quotation, this Agreement, the End-User License constitute the complete agreement of the parties with respect to the subject matter referred to herein, and supersede any other agreements, written or oral, concerning the subject matter hereof.

19.11.Language: The parties declare that they have requested and hereby confirm their express wish that this Agreement, and related agreements and documents be drawn up in the English language and that any notification, letter or any other communication from a party to the other shall be solely in the English language.

End of Elevate Healthcare HEPGTC

Introduction to Your Support and Maintenance Services

Whenever used in this Agreement, the following terms shall    have the meaning set out below:

“Product” shall mean the equipment (including both its associated hardware and software) identified in the quotation which shall be covered by the Services described in this Agreement.

“Consumables” shall mean parts which are intended to be consumed through the use of the Product and subject to wear during the normal operation of the Product, such as batteries, filters, and chest skins.

“Support and Maintenance Program” shall mean the product specific support plan purchased by the Customer, which shall be stated within the quotation   

“Support and Maintenance Specifications” shall mean any materials within the quotation, attached to the quotation, or otherwise provided to Customer which describe the specifications of the Support and Maintenance Program quoted to the Customer.

“Services” shall mean the services stipulated in the associated quotation, the maintenance and technical support services specified in Article 6, and any additional services, including Out-Of Warranty Services, as described in Article 8.

“Out-Of-Warranty Services” shall mean any services provided to a Customer who is not actively enrolled in a Support and Maintenance Program. Such Out-Of-Warranty Services shall be as stated in the quotation.

“Updates” shall mean a version of the Product containing any minor changes, additions, corrections, replacements, alterations or improvements to the Product which do not alter its functionality, and any related documentation.

“Upgrades” shall mean a version of the Product of the same generation to which substantial new functionalities or other substantial changes are introduced, including any new programs and modules related thereto, and any related documentation.

“Initial Warranty” shall mean the support and maintenance coverage included with the initial purchase of the Product by the Customer. The Support and Maintenance Program which is included as a part of this Initial Warranty shall be stated in the quotation.

“Support and Maintenance Renewal” shall mean any purchase of a Support and Maintenance plan for a specific term, subsequent to the termination of the Initial Warranty.

“Support and Maintenance Upgrade” shall mean any purchase which increases the coverage of the Customer’s Initial Warranty.

“Preventative Maintenance Visit” shall mean an annual onsite service visit by Elevate Healthcare which is further described in Article 7. Not all Support and Maintenance Programs include Preventative Maintenance Visits.

2. Term

2.1. Unless otherwise specified in the quotation, the Term for this any Support and Maintenance Program shall be for one (1) year. In the event of a Support and Maintenance Renewal, the Term shall begin on the date specified within the quotation. For the Initial Warrant, including any Support and Maintenance Upgrade to that Initial Warranty, the Term shall begin thirty (30) days after Product shipment to the Customer.

2.2. Customer may cancel their Support and Maintenance Program at any time by providing Elevate Healthcare written notice; however in no event will Customer be entitled to any refund for any and all payments already made to Elevate Healthcare prior to such cancellation.

3. Purchase Orders

3.1. All orders placed to Elevate Healthcare for Services shall be subject to acceptance by Elevate Healthcare. Elevate Healthcare shall not be liable for any damages to Customer or to any other person for Elevate Healthcare’s failure to fill any orders or error in filling any orders for any reason whatsoever.

3.2. At Elevate Healthcare’s discretion, Customer may be required to ship Product to Elevate Healthcare for evaluation testing to determine if Product is eligible for Support and Maintenance Renewal. Customer shall be required to pay an additional fee for such evaluation testing.

4. Payment

4.1. Payment is due thirty (30) days from the date of invoice (NET 30). Elevate Healthcare will send invoices to Customer’s designated address. Any payment received by Elevate Healthcare after due date shall be subject to a late payment charge not to exceed 1% per month (12% per year), or less, if required by applicable law, until outstanding balance, including accrued late payment charge, is paid in full.

5. Taxes

5.1. Any taxes or other governmental charge upon production, sales, transportation, storage, or shipment of Product imposed by federal, state, municipal or other authorities shall be added to the price and must be paid by Customer, regardless of whether said tax or charge is included on the initial invoice to Customer. Tax Exemption Certificates for states into which Product is being shipped must be on file with Elevate Healthcare. Otherwise, all applicable state and local taxes will be charged. These taxes will be shown on the invoice.

6. Services

6.1. Elevate Healthcare shall provide the services stipulated in the quotation and further outlined in the Support and Maintenance Specifications.

6.2. Elevate Healthcare will be responsible for all labor charges and material required to repair the Products as stated in Support and Maintenance Specifications. Any exclusions or limitations to this coverage shall be expressly stated in the Support and Maintenance Specifications.

6.3. Elevate Healthcare will provide technical support through Elevate Healthcare’s Customer Service call center and email address. Elevate Healthcare’s Customer Support information can be found in the Support and Maintenance Specifications, along with available times for the call center.

7. Updates and Upgrades

7.1. Elevate Healthcare shall provide Customer with software fixes and Updates to all licensed Elevate Healthcare software and operating systems.

7.2. Any Updates delivered to Customer under this Agreement shall be delivered in the number of copies and for the specific Products indicated in the quotation, in object code only.

7.3. Software Upgrades of the Product are not covered under this Agreement. Such Upgrades will be available to Customer at Elevate Healthcare’s then current commercially available price.

7.4. Elevate Healthcare’s terms regarding license, use, non-disclosure and ownership of its Products shall equally apply to Updates and Upgrades delivered to Customer as per this Agreement, as though written at length herein.

8. Preventative Maintenance Visits

8.1. In the event that Customer purchases a Support and Maintenance Program which includes a Preventative Maintenance Visit (which shall be stated in the applicable Support and Maintenance Specifications), such Preventative Maintenance Visit will occur one (1) time annually during the Term of the Support and Maintenance Program.

8.2. Preventative Maintenance Visits are provided in order to inspect, clean, calibrate, and update the Product, and are not intended to be a repair visit.

8.3. It is the sole responsibility of the Customer to schedule the Preventative Maintenance Visit with Elevate Healthcare. Customer must contact Elevate Healthcare to schedule the Preventative Maintenance Visit at least one (1) month prior to the visit. If Customer fails to schedule the Preventative Maintenance Visit within the relevant year, Customer shall forfeit its right to receive the Preventative Maintenance Visit.

8.4. Customer shall be required to complete a Preventative Maintenance checklist prior to the scheduled date for the Preventative Maintenance Visit.

9. Additional Services

9.1. In the event that Customer elects to purchase Out-Of-Warranty Services, Customer shall be required to pay for such additional time and materials provided with those Services, and such charge shall be billable to Customer at Elevate Healthcare’s then standard rate.

9.2. Furthermore, if the Customer requires additional time and materials which are not covered in the purchased Support and Maintenance Program, which may be a result of the reasons specified in Article 9.2 below, Customer shall be required to pay for such time and materials, and such charge shall be billable to Customer at Elevate Healthcare’s then standard rate.

10. Obligations of Customer

10.1. Customer shall designate a person at Customer’s premises for each reported problem that can be contacted for further information and verification that any problem has been resolved.

10.2. Customer shall ensure that the Product is used at all times under normal conditions. This Agreement does not cover services requested as a result of improper use of the Product, or with respect to causes that are not attributable to Elevate Healthcare. These services will be invoiced to Customer at Elevate Healthcare’s then-standard rates and will be payable within thirty (30) days of receipt of an invoice to this effect. Causes which are not attributable to Elevate Healthcare include but are not limited to:

(i) Use of the Product with other equipment not pre-approved by Elevate Healthcare;

(ii) Use of the Product by unqualified personnel;

(iii) Accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure or fluctuation of electric power, air conditioning or humidity control; excessive heating; fire and smoke damage; operating of the Product with other media and hardware, software or telecommunication interfaces not meeting or not maintained in accordance with the manufacturer’s specifications; or causes other than ordinary use;

(iv) Improper installation of Updates or Upgrades by Customer or use of the Product, Updates or Upgrades that deviate from any operating procedures indicated in Elevate Healthcare’s documentation related to the Product.

10.3. Customer shall take all steps necessary to carry out the procedures, recommendations and directives indicated by Elevate Healthcare in answer to queries made by Customer within a reasonable time after such procedures, recommendations and directives have been communicated to Customer.

10.4. For any services offered at Customer’s site, Customer must ensure access and availability to the Products. It is not the responsibility of Elevate Healthcare to move Customer’s Product in order to be able to provide services.

10.5 Additionally, Customer shall be required to confirm the visit with the Elevate Healthcare technician prior to the site visit. (“Confirmation Call”). Customer shall inform the technician of the Products which require repair. The technician shall only perform work on the issues which are established during the Confirmation Call.

10.6 Some Support and Maintenance Services may require internet connectivity to the Customer’s Product. It shall be the Customer’s responsibility to ensure the Products have such internet access.

10.7. All packaging received by the Customer upon initial shipment of the Products should be kept by the Customer, to be used for any return shipments of the products to Elevate Healthcare for repairs. In the event that Customer fails to retain the packaging and requires new packaging for shipment, Customer will be charged for the replacement packaging materials.

10.8. In carrying out its obligations, Elevate Healthcare may, at its discretion and solely for the purposes of monitoring the quality of Elevate Healthcare’s response, record part of all of the calls between Customer and Elevate Healthcare. By utilizing these Services you consent to have you calls with Elevate Healthcare monitored or recorded.

11. Limited Warranty

11.1. For the term of this Agreement, Elevate Healthcare warrants against defective materials or workmanship under normal use and service, and that the Product will substantially comply with the published specifications set forth in Elevate Healthcare’s user documentation for the Products. At the sole discretion of Elevate Healthcare, the exclusive remedy of the Customer shall be repair of defective product or replacement of defective product with current version (or configuration) of the identical product. Elevate Healthcare makes no warranty as to the Products after the term of this Agreement. Elevate Healthcare does not warrant that the Products will meet Customer's requirements or will operate in combinations with other hardware, software or non-supported platforms/operating systems/databases, which may be selected for use by Customer, or that the operation of the Products will be uninterrupted or error-free.

11.2. Customer's sole and exclusive remedy during the term of this Agreement shall be, at Elevate Healthcare's election, to either (i) provide services to correct any defects, which would cause the Products not to comply with the published specifications, (ii) replace the defective Products, or part thereof, with Products that comply with the published specifications, including parts that may be refurbished, used, or of like materials or (iii) terminate the Agreement immediately and refund the price paid by Customer in connection with same relating to the defective Products, less a pro rata amount equal to period during which Services were provided to Customer under this Agreement.

11.3. Any warranted part which is repaired or exchanged shall have a warranty period equivalent to the remainder of the Term of the Support and Maintenance Program or 180 days, whichever is greater. In the event that such part is provided for an Out-Of-Warranty Services, the part shall be warranted for 180 days.

11.4. The above remedies are available only (i) if Elevate Healthcare is notified in writing, during the term of this Agreement upon discovery of the defects by Customer, (ii) Customer follows Elevate Healthcare’s instructions for the return of the defective Products, and (iii) if the Products have not been (a) altered, or modified by any party other than Elevate Healthcare or a third party provider approved by Elevate Healthcare; (b) subjected to negligence, or computer or electrical malfunction; or (c) used, adjusted, or installed other than in accordance with instructions furnished by Elevate Healthcare. Should Customer hire a third party independent contractor not contracted by Elevate Healthcare to perform services for Customer using the Products, or should said contractor modify or in any way alter the Products, Elevate Healthcare shall have no liability to Customer for said services, modifications, or alterations. Customer agrees to assume the entire risk of using the Products.

11.5. Notwithstanding anything contained in this Section, Customer acknowledges that there is no warranty for Consumables and expendable material (including chest skins), unless damage has occurred due to a defect in materials or workmanship.

11.6. Elevate Healthcare warrants that the Services mentioned in this Agreement will be in accordance with general accepted industry standards.

11.7. EXCEPT SUCH AS IS EXPRESSLY SET FORTH HEREIN, Elevate Healthcare MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY OF ANY KIND RESPECTING ANY MAINTENANCE SERVICES PERFORMED HEREUNDER OR ANY MATERIALS FURNISHED HEREUNDER. CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIONS HAVE BEEN MADE EXCEPT THOSE MADE HEREIN.

11.8. This warranty is void if: (1) the Product has been damaged by accident or unreasonable use, neglect, alteration, faulty or negligent installation, abuse, misuse or other causes not arising out of defects in material workmanship; (2) Damage or defects due to handling by Customer or incurred during shipment; (3) the Product labeling or Company’s name has been altered or defaced; or (4) the Product has been modified or repaired by Customer, or any third-party not expressly authorized in writing by Elevate Healthcare to perform such modifications or repairs. Customer will indemnify and hold harmless Elevate Healthcare, its officers, employees, and agents for any costs of injury or loss of training time resulting from unauthorized repair or modification of the Product.

12. Limited Liability and Indemnification

12.1. THE CUMULATIVE LIABILITY OF Elevate Healthcare FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE MAINTENANCE/WARRNATY FEES PAID TO Elevate Healthcare WITHIN THE PRIOR YEAR. Elevate Healthcare WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES FOR ANY BREACH OF WARRANTY OR ANY DAMAGES FOR NEGLIGENCE OR FOR THE COST OF REMOVAL, TRANSPORTATION OR REINSTALLATION OF DEFECTIVE OR REPLACEMENT GOODS.

12.2. Customer shall indemnify, and hold Elevate Healthcare, its affiliates, agents, and employees from and against any liability, claim, demand, loss, damage, cost, expense arising out of or in connection with the negligent acts of the Customer while Elevate Healthcare is located on Customer’s premises. Customer agrees that it shall not settle any claim, action, or proceeding without first obtaining Elevate Healthcare's prior written consent.

13. Administrative Provisions

13.1. Applicable Law: This Agreement shall be governed by the laws of the State of Florida. Venue shall be in Sarasota County, Florida. At Elevate Healthcare’s sole election and determination, Elevate Healthcare may select an alternative forum, including arbitration or mediation, to adjudicate any dispute arising out of this Agreement. The parties expressly exclude and waive the application of the United Nations Convention on Commercial Agreements for the International Sale of Goods (1980) (Vienna Sales Convention) as amended.

13.2. Assignment: Customer may not assign or transfer any of the rights or obligations under this Agreement without the prior written consent of Elevate Healthcare, provided that the Customer may assign this Agreement and its obligations hereunder to any successor to its business by merger or consolidation or to any party acquiring substantially all of Customer’s assets.

13.3. No Third-Party Beneficiaries: Nothing in this Agreement shall be construed as creating or giving rise to any rights for any third parties or any persons other than the parties to this Agreement.

13.4. Entirety:  Nothing in this Agreement shall be construed as creating or giving rise to any rights for any third parties or any persons other than the parties to this Agreement.

13.5. Modification: No provision of this Agreement shall be deemed waived, amended or modified by either party unless the waiver, amendment or modification is in writing and signed by each of the parties to this Agreement.

13.6. Waiver:No omission or  delay by Elevate Healthcare at any time to enforce a right or remedy reserved to it or to require performance by Customer of any of the terms, covenants, or provisions of this Agreement at the times designated, shall be a waiver of such right or remedy to which Elevate Healthcare is entitled, nor shall it in any way affect the right of Elevate Healthcare to subsequently enforce such provisions.

13.7. Severability: If any one or more of the provisions of this Agreement is for any reason held invalid, illegal or unenforceable, the remaining provisions of this Agreement will be unimpaired.

13.8. Notice: Any notice provided for in this Agreement shall be in writing and sent by certified or registered mail, postage prepaid, to the parties at the addresses stated in the quotation (or to such other addresses as either party shall designate by notice to the other).

End of Support and Maintenance Agreement

The following terms apply to purchase of any Elevate Healthcare Training Courses (“Training”) and shall be in addition to Elevate Healthcare’s Healthcare Education Products General Terms and Conditions for the purchase of Elevate Healthcare Products

1. Scheduling

1.1. Upon Acceptance of any Purchase Order which includes the purchase of Training, Elevate Healthcare’s Training Coordinator will contact Customer to schedule Training. Training will not be scheduled until Customer replies to the Training Coordinator to supply and confirm the appropriate Training dates.  All sales of Training are final. 

1.2 Training must be scheduled and completed within nine (9) months of the date in which any associate simulator is installed at Customer Site.  In the event that Training is purchased separately and apart from any Elevate Healthcare simulator, Customer must schedule and complete Training within nine (9) months of the date of purchase.   If Customer fails to schedule and complete such Training within this time frame, Customer shall forfeit its right to utilize the Training and shall not be entitled to a refund.

1.3. Training which shall be performed at Customer Facility (“On-Site”) may not be scheduled earlier than twenty-one (21) days from the date of scheduling.  In the event that Customer requires training within twenty-one (21) days from the date of scheduling, Elevate Healthcare will charge Customer an additional fee of one thousand dollars ($1000.00) as a result of increased travel costs.  Elevate Healthcare will not schedule the Customer until the additional fee of one thousand dollars ($1000.00) is paid in full.

1.4. Once Training has been scheduled, the Training Coordinator will contact the Customer with a follow-up questionnaire regarding Pre-Training Setup.  Customer is required to provide answers to this questionnaire at least ten (10) days prior to the scheduled Trainings.  In the event that Customer fails to provide these answers as required, Elevate Healthcare reserves the right to reschedule the Training.

2. Rescheduling

2.1. Training Conducted at a Elevate Healthcare Facility  (“In-House”):

Customer may reschedule without penalty any Training scheduled at the Elevate Healthcare Facility by supplying Elevate Healthcare’s Training Coordinator with seven (7) days advanced written notice prior to the class starting date.  If notice is not received by Elevate Healthcare at least seven (7) days prior to the scheduled class starting date, Customer shall be required to pay a rescheduling fee of one hundred dollars ($100.00) in order to reschedule.

2.2. Training Conducted at a Customer Facility (‘On-Site”):

Customer may reschedule without penalty any Training scheduled at the Customer’s Facility by supplying Elevate Healthcare’s Training Coordinator with twenty-one (21) days advanced written notice prior to the class starting date.  If notice is not received by Elevate Healthcare at least twenty-one (21) days prior to the scheduled class starting date, Customer shall be required to pay a rescheduling fee of one thousand dollars ($1000.00) in order to reschedule.  Elevate Healthcare will not reschedule the Customer until the rescheduling fee of one thousand dollars ($1000.00) is paid in full.

2.3. Training that is properly rescheduled in accordance with this policy must be rescheduled and completed with the originally required timeframe of nine (9) months. 

2.4. In the event that Customer elects not to pay the required rescheduling fee, Customer will forfeit its right to utilize the purchased training and shall not be entitled to a refund.

3. Additional Conditions

3.1. All Elevate Healthcare In-House training is conducted at a Elevate Healthcare training facility. Transportation and lodging are the responsibility of the Customer.

3.2. In order for the Customer to purchase and register for a given Training course, Customer must have completed any prerequisite courses prescribed by Elevate Healthcare.

3.3. In the event that the Customer purchases Technician Training, Customer understands that Elevate Healthcare is not responsible for the competency of the trainee, and shall not be responsible for any damage to any products that result from actions of the trainee. 

3.4. Elevate Healthcare does not guarantee that any person receiving Training will achieve the necessary proficiency to qualify for any license, certificates or ratings issued by any regulatory agency or government authority.

CAREFULLY READ THE FOLLOWING LICENSE. YOU ACCEPT AND AGREE TO BE BOUND BY THIS END USER LICENSE AGREEMENT BY CLICKING THE BUTTON LABELED "ACCEPT" THAT IS DISPLAYED. IF YOU DO NOT AGREE TO THIS END USER LICENSE AGREEMENT, CLICK THE BUTTON LABELED "DECLINE" AND THE SOFTWARE ACCESS WILL BE PROHIBITED.

The software you are about to access is provided to you pursuant to the purchase of the Product by the legal entity which employs you, or which you represent (the “Licensee” or “You”), from Elevate Healthcare. This purchase of the Product is subject to Elevate Healthcare’s Healthcare Education Products General Terms and Conditions (the “HEPGTC”) and this End-User License agreement (“License”). The HEPGTC can be found at http://www.caehealthcare.com

1. Interpretations and Definitions

Whenever used in this License, the following terms shall have the meaning set out below:

“Authorized Users” shall mean any person authorized to access the Produce, which shall include the Licensee’s employees, agents, representatives, medical staff and students.

“Confidential Information” means any and all scientific and technical information which is in the possession of, or belonging to, Elevate Healthcare and relating to the Product, including without limitation, all Data, Software, trade secrets, know-how, processes, methodologies, samples, components, analyses, compilations, guides and other information or documents prepared by Elevate Healthcare, its subsidiaries and affiliates and/or their officers, servants, agents, representatives, employees or advisers which contain or are otherwise generated from or reflect any Elevate Healthcare proprietary information, whether or not covered by intellectual property rights or explicitly designated as confidential or proprietary, which is disclosed by any means in written, oral, electronic, or any other form.

“Data” means any documentation or other information provided to Licensee in relation with the Product.

“Product” means any equipment, components, parts, and materials purchased by the Licensee.

“Purpose” means the use of the Software and the Data solely for the operation and maintenance of the Product, and the use of the Product solely as an educational tool.

“Software” means the software, in object code only, embedded in or bundled with the Product or required to operate the Product

“Work” means any images created by the Products which may have the option to be save or reproduced by the Licensee.

2. License

2.1. In consideration of Licensee’s agreement and compliance with the terms and conditions contained in the HEPGTC and in this License, Elevate Healthcare grants to Licensee a personal, non-exclusive, non-transferable license to use the Software and Data exclusively with the Product, and with the device on which this License appears.

2.2. Except for the License granted herein, Elevate Healthcare grants no express or implied right under any patent, copyright, mask work right, trademark, know how or other intellectual property rights. The Licensee shall not obtain any rights to Elevate Healthcare’s property, or any part thereof, by implication, estoppel or otherwise. Title to and full ownership of any trade secrets and other intellectual property rights related to the Product and components thereof shall remain with Elevate Healthcare and, if applicable, its suppliers. For clarification, Licensee agrees that the source code for the Software is a trade secret of Elevate Healthcare and only Elevate Healthcare shall have the right to alter, maintain, enhance or otherwise modify the Software.

2.3. Without limiting the foregoing or any other terms in this License, Licensee shall, and shall ensure that any Authorized Users:

(a) not copy (save and except for normal back up and disaster recovery purposes provided such copy shall include Elevate Healthcare’s copyright and any other proprietary notices indicated on the Software and Data), ghost, export or produce any derivative works from the Product, or any part thereof, not network the Product without Elevate Healthcare’s prior written approval, or make it available for concurrent use;

(b) not sell, attempt to sell or transfer (unless in compliance with the HEPGTC), sublicense, encumber the Software or Data;

(c) not modify the Product in any way, combine with other programs, or reverse engineer, screen scratch, decompile or disassemble any Software nor otherwise attempt to create or derive the source code related thereto;

(d) not deface or remove any copyright or proprietary notices;

(e) not use the Product without the key, if provided with the Product, or attempt to develop or develop any means or technology which would enable Licensee to bypass the use of the key to operate the Product;

(f) prevent anyone other than Authorized Users from accessing or using the Product;

(g) not incorporate the Product, in whole or in part, to any product or service that Licensee would make available to a third party, on a commercial basis or not.

2.4. Notwithstanding anything else contained in this License, in no event shall Licensee use the Product and/or Confidential Information to enable, support, or otherwise aid Licensee or a third party to develop any product, software or service competitive with any of Elevate Healthcare’s products.

2.5. Elevate Healthcare reserves the right to embed a software security mechanism within the Product to monitor usage of the Product to verify Licensee’s compliance with this Agreement, as well as to control access to the Software through use of license administration software.

2.6. Licensee hereby recognizes that the entire rights, title and interests in and to Work remain the exclusive property of Elevate Healthcare. Licensee shall not modify such Work in any way whatsoever and shall not remove or alter any Elevate Healthcare notices. However, Licensee is permitted to produce and reproduce such Work only for non-commercial educational purposes.

3. Consent to Use of Collected Data and Feedback

3.1. Licensee agrees that Elevate Healthcare may collect and use technical data and related information, times (“Collected Data”), including but not limited to technical information about your Product that is gathered periodically to facilitate the provision of Software updates, Product support and other services related to your Product such as Software feature usage and run times. Such Collected Data shall be anonymous, and shall not personally identify any individual users. In the event that Licensee wishes to opt-out of permitting Elevate Healthcare from having access to Collected Data, Licensee must inform Elevate Healthcare of this requirement.

3.2. Upon the request of Elevate Healthcare, Licensee agrees to provide Elevate Healthcare, from time to time, with comments, suggestions, data, information or feedback (“Feedback”) on the Product.

3.3 Licensee acknowledges and agrees that such Feedback and Collected Data may be freely used by Elevate Healthcare, at its sole discretion, for the design, development, improvement, marketing and commercialization of its products and services, without any restrictions based on confidentiality or intellectual property rights.

4. Term and Termination

4.1. This License shall become effective as of the date of your acceptance of this License and shall remain in effect until terminated as provided hereafter

4.2. This License terminates immediately upon termination of the HEPGTC.

4.3. Elevate Healthcare may terminate this License immediately, upon written notice, should Licensee (a) attempt to, directly or indirectly, assign or transfer any of the rights granted to it pursuant to this License without Elevate Healthcare’s prior written authorization, (b) disclose, in whole or in part, any Confidential Information, (c) use the Software otherwise than as authorized herein, or (d) is otherwise in breach of its obligations to protect the intellectual property contained in the Product. In addition, should Licensee fail to comply with any other terms and conditions of this Agreement and such failure is not cured within thirty (30) days after receipt of Elevate Healthcare’s written notice, Elevate Healthcare may terminate this Agreement immediately.

4.4. Upon termination of this License, Licensee agrees to immediately discontinue use of the Confidential Information and the Product, and to return same to Elevate Healthcare as well as any copies.
pies.

4.5. The following shall survive and continue in full force and effect notwithstanding any termination of this License: the obligations of Licensee under Sections 2 (License), 5 (Non-Disclosure); as well as any other clauses which by their nature and context are intended to survive.

5. Non-Disclosure

5.1. Licensee agrees to keep this License and all Confidential Information obtained hereunder in strict confidence, and shall only disclose same a) to Authorized Users solely for the Purpose and provided such access to the Product conforms, at all times, to the terms and conditions governing the use of the Product contained herein, or b) if required to be disclosed by law, and only to the extent of such disclosure and limited to the purpose requested, with prior notice to Elevate Healthcare to permit it to seek an appropriate remedy to prevent the disclosure, or alternatively to agree to the terms of such disclosure.

5.2. The obligations of confidentiality, use and non-disclosure referred to in this Section 5 shall not apply to information which: (i) is or becomes publicly available through no fault of Licensee; (ii) was already in the rightful possession of Licensee prior to its receipt from Elevate Healthcare; (iii) is independently developed by Licensee, provided it is not, in whole or in part, related to the Product; and (iv) is obtained by Licensee in good faith and on a non-confidential basis and without a use restriction from a third party who lawfully obtained and disclosed such information. However, Confidential Information does not come within the foregoing exceptions merely because features of it may be found separately or within a general disclosure in the public domain.

5.3. Licensee agrees to be responsible for enforcing the terms of this Section 5 and to take such action, legal or otherwise, to the extent necessary to cause anyone having access to the Confidential Information to comply with the terms and conditions set forth herein (including all actions that Licensee would take to protect its own trade secrets and confidential information but with not less than reasonable care). Licensee shall be responsible and indemnify, defend and hold harmless Elevate Healthcare for any default caused by any such persons.

6. Irreparable Harm

6.1. Licensee acknowledges that the Software and Data constitute a special, irreplaceable asset of great value to Elevate Healthcare, and that a breach, in any way, of any of Licensee’s obligations under Sections 2 (License), and 5 (Non-Disclosure) hereof would cause serious and irreparable harm to Elevate Healthcare which may not be adequately compensated for in damages. If the Licensee breaches any of such provisions, Licensee consents to an injunction being issued against it restraining it from any further breach of such provision, without derogation from any other remedy which Elevate Healthcare may have in the event of such a breach.

7. Warranty

7.1. THE SOLE WARRANTIES PROVIDED BY Elevate Healthcare ARE LIMITED TO THE WARRANTIES PROVIDED IN THE HEPGTC. ANY WARRANTIES PROVIDED ARE PERSONAL AND NOT TRANSFERABLE.

8. Limitation of Liability

8.1. Elevate Healthcare’S LIABILITY SHALL IN NO CIRCUMSTANCES EXCEED THE LIMITATION OF LIABILITY INDICATED IN THE HEPGTC. 

8.2. IN NO EVENT WILL Elevate Healthcare BE LIABLE FOR ANY LOSS OF USE, LOSS OF PROFIT, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF Elevate Healthcare HAS BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Elevate Healthcare’S LIABILITY TO LICENSEE FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE PURCHASE PRICE OF THE PRODUCT PAID BY LICENSEE.

9. Third-Party Software

9.1. The Software may come bundled or otherwise be distributed with open source or other third party software, which is subject to the terms and conditions of the specific license under which it is distributed. OPEN SOURCE SOFTWARE IS PROVIDED BY Elevate Healthcare "AS IS" WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA, AS IT RELATES TO ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH OPEN SOURCE SOFTWARE, Elevate Healthcare SHALL HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Administrative Provisions

10.1 Applicable Law and Jurisdiction. This License shall be governed by, subject to, and interpreted according to the laws of the State of Florida, U. S. A., without regard to its conflict of law rules. In all cases, the Parties expressly exclude and waive the application of the United Nations Convention on Commercial Agreements for the International Sale of Goods (1980) (Vienna Sales Convention) as amended. The exclusive jurisdiction for the resolution of any and all disputes arising out of or in connection with this Agreement shall be a court of appropriate jurisdiction located in the State of Florida, U.S.A. Each Party hereby waives any right that it might otherwise have to object to such venue or seek dismissal of the action on the basis of forum non-conveniens. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LICENSE. Notwithstanding the foregoing, if a party seeks injunctive proceedings to preserve confidentiality obligations or intellectual property rights, then it is entitled to seek relief before the competent court/body of any jurisdiction.

10.2. United States Government Licensee: If Licensee is the United States Government (“U.S. Government”) or a unit or agency of the U.S. Government, the Software and Data are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212 b) as applicable. Any use, modification, reproduction, release, performance, display, or disclosure of the Software and/or Data by the U. S. Government, or any of its units or agencies shall be governed solely by the terms of this License and the HEPGTC. Any technical data provided by Elevate Healthcare with the Product that is not covered by the above provisions is deemed to be "technical data-commercial items" pursuant to DFAR Section 252.227.7015(a). 

10.3. Export Controls: Licensee acknowledges that the laws and regulations of the United States may restrict the export and re-export of commodities and technical data of United States origin, including the Software. Licensee agrees that it will not export or re-export Software of, or containing items of, United States origin, in any form, without the appropriate United States and foreign governmental licenses.

10.4. Excluded Data: Licensee acknowledges that Software provided under this License are not designed with security and access management for the processing and/or storage of the following categories of data: (1) data that is classified and or used on the U.S. Munitions list, including software and technical data; (2) articles, services and related technical data designated as defence articles and defence services; (3) ITAR (International Traffic in Arms Regulations) related data; and (4) other personally identifiable information that is subject to heightened security requirements as a result of Licensee's internal policies or practices or by law (collectively referred to as "Excluded Data"). Licensee hereby agrees that Licensee is solely responsible for reviewing its data that will be provided to Elevate Healthcare (or to which Elevate Healthcare will have access) to ensure that it does not contain Excluded Data

10.5. No Waiver: No omission or delay by either party at any time to enforce a right or remedy reserved to it or to require performance of any of the terms of this License at the times designated, shall be a waiver of such right or remedy to which the party is entitled, nor shall it in any way affect the right of the party to subsequently enforce such provisions.

10.6 Modification: No provision of this License shall be deemed waived, amended or modified by either party unless the waiver, amendment or modification is in writing and signed by each of the parties to this License.

10.7 Severability: If any one or more of the provisions of this License is for any reason held invalid, illegal or unenforceable, the remaining provisions of this Agreement will be unimpaired.

End of End User License Agreement

Appendix A:

LearningSpace Customer Privacy Statement

Introduction

The privacy of our customers is of sincere importance to Elevate Healthcare. This privacy statement explains what information we gather from our customers, how it may be used and how it is protected by Elevate Healthcare. This privacy statement and the policy reflected herein are issued to comply with the EU General Data Protection Regulation, (EU) 2016/679 of 27 April 2016 (GDPR) and any relevant national legislation of EU Member States implementing the GDPR, as well as the relevant US legislation on privacy and data protection (together the “Regulations”). 

Personal data

Elevate Healthcare collects and uses certain personal data either directly received from individuals who contract with Elevate Healthcare in their own name for products and/or customer services, or indirectly via a company acting as a customer to Elevate Healthcare. 

Typically, the personal data Elevate Healthcare may process from its customers concerns the name, business address/ contact details (incl. telephone number and email address). 

Processing personal data of third parties on behalf of our customers

Please note that your contract covers automatic backup and/or cloud based storage and support services provided by Elevate Healthcare, due to the purpose of the products and services of Elevate Healthcare, the backed up and/or stored data may contain personal data relating to your employees, clients, customers, students or other persons connected to you when you are using Elevate Healthcare products and services. In such cases, Elevate Healthcare qualifies as your data processor and you qualify as the data controller in respect of such personal data, as specified in the Regulations, with special regard to the GDPR. In such cases, pursuant to the GDPR, you should procure that you lawfully control and transfer such personal data to Elevate Healthcare and its affiliated companies, business and joint venture partners and professional subcontractors involved in the administration or performance of the customer relationship or for storage in the cloud, and an appropriate Data Processor Agreement should be concluded separately with Elevate Healthcare. Further information can be provided by Elevate Healthcare upon request. 

Please note that if you – considering the services provided by Elevate Healthcare – do not fall under the scope of the GDPR and thus the provisions of the GDPR are not applicable to you and your relationship with Elevate Healthcare, you should procure that you lawfully control and transfer such personal data as described above in accordance with the data protection law applicable to you. Should you need the assistance of Elevate Healthcare to comply with the data protection law applicable to you, please contact Elevate Healthcare. 

Upon specific request from the customer Elevate Healthcare turns off backup and /or cloud-based storage services. 

Processing and its purposes

Elevate Healthcare uses the personal data collected from its customers to properly perform and administrate a contract with its customers.

Elevate Healthcare therefore collects, uses, administers, records, transfers and stores (“processes”) personal data to be able to perform the contract and administer the customer relationship in an efficient and cost-effective manner. Elevate Healthcare also processes personal data:

• to carry out, manage and/or maintain our relationship with customers and to manage communications and other dealings. In this respect personal data is shared with affiliated companies;
• to process payments, to respond to enquiries or complaints; to test, develop or improve the integrity of systems used by Elevate Healthcare in connection with the above.

Elevate Healthcare also processes data to comply with applicable laws, security and sanction regulations, and, generally, for any other purposes that are reasonably necessary or related to the relationship between Elevate Healthcare and our customers. All of the above collectively referred to as the “Purposes”. 

The processing of personal data is considered as necessary for the legitimate interests of Elevate Healthcare in compliance with applicable legislation, having duly taken into account the interests of the individuals concerned.

It is necessary for Elevate Healthcare to processes personal data of our customers. If such personal data is not or no longer available to Elevate Healthcare, it will not be able to effectively administer or perform the contractual relationship with our customers. 

Elevate Healthcare will only process the personal data in accordance with the Regulations and further guidelines or orders issued pursuant thereto, taking into account the latest amendments. Elevate Healthcare reserves the right to update and amend this Privacy Statement from time to time as may be necessary or desirable in connection with our legitimate business interests or changes in the Regulations.

Transfer of personal data

Elevate Healthcare may disclose personal data to respond to legal requirements (e.g. in connection with audits, inspections or investigations by, or consultations with, competent authorities), enforce its corporate policies, respond to claims or protect anyone's vital interests. Disclosure will be in accordance with the Regulations. Elevate Healthcare may share your personal data with affiliated companies, business and joint venture partners and to professional subcontractors involved in the administration or performance of the customer relationship or for storage in the cloud. 

These entities may either be within the EU or outside of the EU, in which case we will only share personal data if that entity is established in a country to which an “adequacy finding” applies (like so-called Safe Harbor countries) or if such entity has signed a contract with Elevate Healthcare for processing personal data in compliance with the Regulations. Further information can be provided by Elevate Healthcare upon request. 

Should Elevate Healthcare plan to merge or be acquired by another business entity, Elevate Healthcare may share personal data with the other company and their respective advisors. The acquirer or the new combined entity will be required to follow this Privacy Statement with respect to personal data of our customers. Except as otherwise mentioned herein, Elevate Healthcare shall not disclose to or share personal data with any third party without the prior consent of the customer. 

Protection of personal data

Elevate Healthcare regards your personal data as an asset that must be protected. We are committed to ensuring that your personal data is stored securely, only accessible by authorized persons and only transferred in accordance with this Privacy Statement and after the implementation of appropriate technical and organizational measures in compliance with the Regulations. Nonetheless, there are third parties that may unlawfully try to access systems or intercept transmissions or communications containing personal data. Elevate Healthcare continuously uses its reasonable efforts in line with industry standards to protect personal data of customers but cannot absolutely guarantee that such unlawful actions will not occur. Elevate Healthcare has in place a data breach response plan. 

Rights of data subject

You - as the individual (data subject) whose personal data Elevate Healthcare processes for the Purposes - have the right to request access to your personal data, request (e.g. for transfer to another IT environment) for a copy of, and request to update or correct, your personal data held by Elevate Healthcare. You also have the right to object against the processing of your personal data by Elevate Healthcare, to request Elevate Healthcare to restrict the processing of your personal data or request to erase your personal data, all on the grounds mentioned in the Regulations. Elevate Healthcare will respond to all such request in accordance with the Regulations.

You have the right to lodge a complaint with the competent authority for the protection of personal data if you believe that the processing of your personal data by Elevate Healthcare is not compliant with the Regulations or if Elevate Healthcare does not respond to your requests in a timely and/or adequate manner, or at all. 

Elevate Healthcare will store personal data of customers only for such duration as necessary and in any way as per what the Regulations or another applicable laws permit or compel Elevate Healthcare to. In this respect, Elevate Healthcare will at least store the personal data for the duration of your listing as a customer towards Elevate Healthcare.

In order to ensure that personal data is not kept longer than necessary, Elevate Healthcare periodically reviews the need for certain personal data processed. 

Identity and contact details

In relation to this Privacy Statement, “Elevate Healthcare” means the entity that the customer has contracted with.

If you have any questions in relation to this notice or, generally, to the processing of personal data by Elevate Healthcare, or if you have any requests or queries, then you can contact the Personal Data Manager at dataprotection@elevatehealth.net. 

Contact details of Elevate Healthcare:

Company name: Elevate Healthcare, Inc., a Delaware corporation

Mailing address: 6300 Edgelake Drive, Sarasota. Florida 34240, USA

Contact details of the representative of Elevate Healthcare in respect of data protection matters in the European Union:

Company name: Elevate Healthcare Korlátolt Felelősségű Társaság, a Hungarian (EU) corporation

Mailing address: 8200 Veszprém, Almádi út 3. 2. em.

E-mail address: gdpr.hu@elevatehealth.net

By submitting your personal data (in whatever manner or form) you are agreeing to the terms of this Privacy Statement