ADDITIONAL TERMS AND CONDITIONS - EQUIPMENT AND SOFTWARE SALES

By submitting and accepting a quote for Equipment and/or Software from Teledigm Health, the Client agrees to and shall be bound by the following additional terms and conditions.

1. BINDING ORDER; ACCEPTANCE OF TERMS AND CONDITIONS. By signing the Quote, the Client is deemed to have accepted and agreed to a binding order for the Equipment and/or Software described in the Quote subject to all these terms and conditions, which are incorporated into and made part of the Quote by this reference.

2. EQUIPMENT AND SOFTWARE. As used in the Quote and in these Additional Terms and Conditions, the term “Equipment” shall mean and include all tangible equipment, hardware, goods, and products. The term “Software” shall mean and include all computer programs and any supporting information provided in connection with a transaction relating to the program.

3. SOFTWARE LICENSING. All Software is subject to any licensing agreement, including any end user licensing agreement, from the Software vendor. The Client shall be responsible for complying with all Software vendor licensing terms and conditions and any limitations contained therein. The purchase of Software does not convey any ownership or title to the Client.

4. EQUIPMENT PURCHASE. If Equipment is being purchase by the Client, title to such Equipment shall transfer upon receipt of payment from Client by Teledigm Health.

5. EQUIPMENT LEASE. If Equipment is to be leased by the Client, the following additional lease terms shall apply.

 (a) TERM. The term of the lease shall be specified in the Quote. The lease is non-cancellable by the Client during the term of the lease.

 (b) LOCATION. The Client shall use and store the Equipment at the location identified in the Quote.

 (c) GENERAL. The lease is intended to be a true lease and not a sale of Equipment. Title to Equipment shall at all times remain with Teledigm Health, and the parties agree that the lease is a "Finance Lease" as defined in the UCC. Should a court determine that the lease is not a true lease, but rather one intended as security, then solely in that event and for the expressly limited purposes thereof, the Client shall be deemed to have hereby granted Teledigm Health a security interest in the Equipment and all accessions, substitutions and replacements thereto and therefore, and proceeds thereof, to secure the prompt payment and performance as and when due of all obligations of the Client to Teledigm Health pursuant to this lease or otherwise, now existing or hereafter created.

 (d) INSURANCE. The Client shall obtain, maintain and pay for property insurance covering the Equipment for the term of the lease in the amount of full replacement value of the Equipment as determined by Teledigm Health. Teledigm Health shall be named as the loss payee on such property insurance. The Client will deliver satisfactory written evidence of the insurance to Teledigm Health within thirty days of delivery of the Equipment to the Client. The Client’s failure to obtain and maintain such insurance or failure to provide evidence of such insurance to Teledigm Health shall be a breach of these Additional Terms and Conditions.

 (e) DAMAGE. The Client shall be responsible for the proper use and safekeeping of the Equipment during the term of the lease. All damage to or theft of the Equipment shall be the sole responsibility of the Client. The Client may be subject to additional charges as a result of any damaged or missing Equipment returned to Teledigm Health at the end of the lease.

 (f) EQUIPMENT RETURN. The due date for return of the Equipment is the last day of the Term. The Client shall be responsible for return of the Equipment at the Client’s sole cost and expense.

6. SHIPPING/DELIVERY. Unless otherwise specified in the Quote, all shipments of Equipment are to be made F.O.B. Teledigm Health’s location. The Client is responsible for all expenses in connection with the delivery of the Equipment. The Client is also responsible for maintaining insurance for Equipment against risks of loss or damage, including extended coverage and theft, from the point of shipping. Unless otherwise specified in the Quote, all shipments of Software shall be by electronic delivery from Teledigm Health.

7. ACCEPTANCE OR REJECTION OF EQUIPMENT. Upon delivery and receipt of the Equipment, the Client shall have the right to inspect and either accept or reject the Equipment for any defect in materials, workmanship, or any failure to conform to the written specifications. The Client may, at its option, (i) return defective Equipment at Client’s expense, for a full refund of the purchase price; or (ii) return defective Equipment for repair or replacement. Equipment that is returned to the Client after repair or replacement are subject to the same inspection and acceptance provisions herein as goods originally delivered. Because of its nature, the Client shall have no right to inspect or reject any Software and sale and delivery of Software the Client shall be final.

8. PAYMENT AND INVOICES. The Client will pay the amounts set forth in the Quote for each item of Equipment/Software purchased, leased or licensed from Teledigm Health. Unless otherwise specified in the Quote, Teledigm Health will invoice the Client upon execution of the Equipment/Software Quote and the invoice will be due and payable in full no later than 30 days thereafter. Any invoice payment not received when due shall accrue interest and late charges at the rate of 1.5% per month, or the highest rate allowed by law. The terms and conditions included in any separate purchase order from the Client shall be deemed to be solely for the convenience of the parties. No terms or conditions of any such Client purchase order shall be binding upon Teledigm Health, and no action by Teledigm Health shall be construed as binding or estopping Teledigm Health with respect to any such term or condition.

9. TAXES. The Client is responsible for all sales, use and excise taxes, and any other similar taxes due and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by the Client hereunder, other than any taxes imposed on Teledigm Health’s income. The Client, as applicable, shall provide any documentation of any tax-exempt status.

10. EARLY TERMINATION. The Quote may be terminated as follows: (a) by mutual written agreement, at any time; or (b) by Teledigm Health immediately for the following reasons: (i) if directed to do so by statute or regulation; (ii) if the Client has made an assignment for the benefit of creditors, has admitted in writing its inability to pay debts as they mature, or has ceased operating in the normal course of business; (iii) an involuntary proceeding has been commenced by any party against the Client under any one of the chapters of Title 11 of the United States Code and (a) the proceeding has been pending for at least sixty (60) calendar days; or (b) the Client has consented, either expressly or by operation of law, to the entry of an order for relief; or (c) the Client has been decreed or adjudged a debtor; (vi) a voluntary petition has been filed by the Client under any of the chapters of Title 11 of the United States Code.

11. BREACH BY CLIENT. Teledigm Health may terminate the Quote, in whole or in part, if the Client fails to perform its obligations under the Quote in a timely and proper manner. Teledigm Health may, by providing a written notice of default to the Client, allow the Client to cure a failure or breach of Quote within a period of thirty (30) calendar days. Said notice shall be delivered by email, certified mail or in person with proof of delivery. Allowing the Client time to cure a failure or breach of Quote does not waive Teledigm Health’s right to immediately terminate the Quote for the same or different Quote breach which may occur at a different time. In case of default of the Client, Teledigm Health may sell the Equipment to other Clients and may hold the Client responsible for any excess cost occasioned thereby.

12. WARRANTY. Teledigm Health is not the manufacturer of the Equipment and/or Software supplied under the Quote. Therefore, Teledigm Health assigns all manufacturer and/or software vendor warranties to the Client. THE WARRANTY EXPRESSLY PROVIDED HEREININ IS THE CLIENT’S SOLE AND EXCLUSIVE WARRANTY AND IS IN LIEU OF ANY ORAL REPRESENTATIONS AND ALL OTHER WARRANTIES AND DAMAGES, WHETHER EXPRESSED, IMPLIED OR STATUTORY. TELEDIGM HEALTH HAS NOT MADE AND TELEDIGM HEALTH DISCLAIMS ANY OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT OF RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS).

13. ANNUAL MAINTENANCE. Any Annual Maintenance, if purchased and shown in the applicable Quote, includes annual Software license costs, Equipment maintenance (excluding replaceable components such as batteries and any damage due to neglect or abuse), 24/7/365 support from Teledigm Health’s IT team, and remote device monitoring. Teledigm Health’s support number is 402-318-3048. All support will be provided remotely unless the issue requires an on site presence.

14. PERMITS, REGULATIONS, LAWS. The Client shall procure and pay for all permits, licenses, and approvals necessary for the execution of the Quote. The Client shall comply with all applicable local, state, and federal laws, ordinances, rules, orders, and regulations.

15. INDEPENDENT CONTRACTOR. It is agreed that nothing contained herein is intended or should be construed in any manner as creating or establishing the relationship of partners between the parties hereto. The Client’s employees and other persons engaged in work or services required by the Client under the Quote Order shall have no contractual relationship with Teledigm Health and they shall not be considered employees of Teledigm Health.

16. FORCE MAJEURE. Neither party shall be liable for any costs or damages resulting from its inability to perform any of its obligations under the Quote, including these Additional Terms and Conditions, due to acts of war, terrorist acts, natural disasters, accident, labor disruption, acts, omissions and defaults of third parties, pandemics or epidemics, and official, governmental and judicial action not the fault of the affected party (“Force Majeure Event”). Notwithstanding the foregoing, the Client’s failure to make timely payment as required hereunder shall not constitute a Force Majeure Event. A Force Majeure Event shall not constitute a breach of the Quote or these Terms and Conditions.

17. NO WAIVER. A party’s failure to enforce its rights with respect to any single or continuing breach of the Quote, including these Additional Terms and Conditions, will not act as a waiver of the right of that party to later enforce any such rights or to enforce any other or any subsequent breach.

18. GOVERNING LAW. The Quote and these Additional Terms and Conditions shall be governed in all respects by the laws and statutes of the State of Nebraska. Both parties irrevocably consent to personal jurisdiction and exclusive venue for any disputes between the parties relating to the Equipment and/or Software purchased by the Client, the Quote and these Additional Terms and Conditions in the federal or state courts in Lancaster County, Nebraska. If any provision of these Additional Terms and Conditions is illegal or unenforceable, it will be deemed stricken and the remaining provisions will remain in full force and effect.

Updated 06/28/2024