4677.V2

TERMS AND CONDITIONS APPLICABLE TO ALL SERVICES

Upon the Customer’s signature, this Agreement, including these Terms and Conditions, shall be effective and enforceable and no prior document, statement, correspondence, or other material shall modify or affect the terms hereof. No change in these Terms and Conditions will be valid unless in writing approved by Terrain. No waiver by Terrain of a breach of any provision hereof shall constitute a waiver of any other breach of such provision or any other provision.

1. Services

(a) Scope. Terrain agrees to provide the “Services” set forth in this Agreement, in a professional workmanlike manner in accordance with industry standards. The Services will be performed on equipment that Terrain finds to be a potential risk in the clinical environment. No change in the Services will be valid unless approved by Terrain in writing.

(b) Exclusions. Services do not include the following:

(d) Replacement Parts. In all instances where Terrain replaces any part on any piece of Equipment, Terrain has the sole right and discretion to utilize aftermarket parts. No warranty of any kind is issued that any replacement or refurbishment of any part or equipment excludes aftermarket parts, and/or that only original or specific brand-name parts are used. Pricing does not include parts, which will be invoiced and paid for separately.

(e) Revision to Original Settings. Inspection, testing, maintenance, replacement of parts and/or repair (if applicable) may revert the equipment to its original factory settings, and any customized or personalized settings are likely to be erased and not recoverable; Customer expressly agrees that Terrain is not responsible for any erased custom settings and Customer will need to reprogram any such settings and preferences itself.

2. Term and Termination

(a) Term. The Agreement shall take effect on the date first signed by the Customer (the “Effective Date”) and shall remain in effect for a period of one (1) year, unless earlier terminated pursuant to the terms herein (“Initial Term”). The Initial Term will automatically renew on the anniversary of the Effective Date for additional one (1) year terms thereafter (each a, “Renewal Term”), unless the Customer provides written notice to Terrain at least thirty (30) days prior to the expiration of the then-existing Term.

(b) Termination for Cause. Either party may terminate this Agreement for “Cause” (nonpayment or material breach of this Agreement) if the other party fails to observe its obligations hereunder and such failure continues for more than fifteen (15) days after written notice from the non-breaching party.

(c) Termination without Cause. Terrain may terminate this Agreement without Cause upon no less than thirty (30) days written notice to Customer. In the event of a termination of this Agreement by Terrain without Cause prior to the expiration of any given Term, Terrain will pay Customer a refund of any unearned pre-paid fees, and Customer will have no obligation to pay any fees following the termination date. The Customer may terminate without Cause but will remain liable to pay the total price for Services for the entirety of the Term in which termination occurs, even if no further Services are provided.

3. Provision of Services

(a) Availability and Accessibility. Customer will be notified in advance of each visit and agrees that the equipment will be made available for service at the appointed time during normal working hours. In the event the equipment is in use or cannot be removed for service at the time of the visit, Terrain shall perform only such Services as conditions permit, and shall not be obligated to return or reschedule any Services that could not be fully performed or completed. Dates and times for Services are subject to Terrain’s availability and schedule, as well as any government regulations, orders, directives, and restrictions that may be in effect from time to time.

(b) Customer’s Facility. In providing the Services, Terrain’s employees and agents will require access to Customer’s facility. Customer agrees to provide such access as needed for the provision of the Services, and Terrain agrees that its employees will follow all reasonable directives by Customer for the safety, convenience, and protection of all individuals who enter into the facility, provided that such directives do not interfere with the provision of Services. If Customer requires the use of any specialized Personal Protective Equipment for the Terrain agent, Customer will provide the same at the time of entry to Customer’s facility. Customer agrees that the environment in which Terrain’s employees perform the Services will be free from any and all unreasonable hazards, OSHA violations, and hostile, discriminatory, or harassing behavior towards any Terrain representative. If Terrain’s representative reports any violation of this provision, the same shall be considered a material breach of this Agreement and shall constitute Cause for termination unless corrected in accordance with the termination for Cause provision.

(c) Cancellation. If Customer cancels any scheduled Services with less than forty-eight (48) hours’ notice, or if Terrain’s agent appears for scheduled Services and is unable to perform the Services due to actions, omissions, or breaches of these Terms and Conditions by Customer, its employees, agents, or representatives, Customer will incur and shall be liable to pay a cancellation fee of $100 in addition to any payment required for Services. Terrain may agree to reschedule cancelled Services in its discretion, but is not obligated to hereunder, and payment of the cancellation fee is required regardless.

4. Limitations

(a) Limitation of Warranty. OTHER THAN AS SET FORTH HEREIN, TERRAIN MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES AS TO THE EQUIPMENT OR SERVICES, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE, AND SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ALLEGED TO ARISE FROM ANY WARRANTY NOT EXPRESSLY SET FORTH AND PERMITTED HEREIN. TERRAIN EXPRESSLY DISCLAIMS ANY WARRANTY FOR ANY CONDITION AFFECTING THE PROPER OPERATION OF THE EQUIPMENT RESULTING FROM ACCIDENT, NEGLIGENCE, ABUSE, OR ALTERATIONS MADE TO THE EQUIPMENT BY ANYONE OTHER THAN TERRAIN OR FROM OTHER CAUSES BEYOND TERRAIN’S REASONABLE CONTROL. Terrain’s liability (whether under the theories of breach of contract or warranty, negligence, or strict liability) for any Services shall be limited to the total amount of fees received by Terrain for one Term of this Agreement, excluding any fees assessed separately for additional services or parts.

(b) DISCLAIMER OF DAMAGES. IN NO EVENT SHALL TERRAIN BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SERVICES OR PARTS PROVIDED BY TERRAIN. CONSEQUENTIAL DAMAGES SHALL INCLUDE, WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF DELAY, INJURY, (INCLUDING DEATH TO ANY PERSON) OR LOSS OF OR DAMAGE TO PROPERTY (INCLUDING, WITHOUT LIMITATION, PROPERTY (PHYSICAL, ELECTRONIC, OR OTHERWISE) HANDLED OR PROCESSED BY THE USE OF ANY SERVICED EQUIPMENT.

(c) Indemnification. Customer will, whether before or after termination of this Agreement, defend, indemnify and hold harmless Terrain, and its subcontractors, successors, employees, agents, officers, directors, and affiliates from all claims, suits, judgments, decrees, demands, losses, costs, expenses, obligations, attorney’s fees, court costs, interest, fines, penalties and damages of any and all kinds including but not limited to compensatory, consequential, exemplary and punitive, and liability and alleged liability of any and all kinds arising out of, in connection with, or incidental to (i) any act or omission of Customer, its employees, agents, or permitted subcontractors, (ii) any Customer breach of this Agreement, and (iii) any damage to property and injuries (including death) to any persons, caused by Customer, its employees, agents, or permitted subcontractors.

5. Invoicing

(a) Late Payments. In the event Customer does not pay any invoice when the same becomes due, any past due amounts are subject to service charges of one-point-five percent (1.5%) per month or, if lower, the maximum permitted by law, and Terrain may at any time thereafter suspend Services, demand payments in advance, or terminate the Agreement for Cause, and Customer will remain obligated to pay the total price for Services for the entirety of the Term in which termination for Cause occurs. Customers with a past due balance are not permitted to receive any Services or place any additional orders until bringing their account current. Customer shall be liable for all costs incurred by Terrain for non-payment, including, but not limited to, attorneys’ fees and collection agency fees.

(b) Invoice Disputes. All disputes as to the amount(s) invoiced hereunder shall be made, in writing, to Terrain. Customer shall pay to Terrain, at Terrain’s billing address, all amounts that it does not dispute, and nothing herein shall be construed to relieve Customer from paying to Terrain any such amounts which it does not dispute. Acceptance of any payment will not act as a discharge of the remaining disputed balance.

6. Construction.

(a) Governing Law, Forum, and Severability. Any dispute which may arise hereunder between Terrain and Customer shall be governed by the laws of the State of Illinois without regard to rules governing conflict of laws. Terrain and Customer hereby consent to the exclusive jurisdiction of any state or federal court located within Cook County in the State of Illinois, in the United States of America, and agree that all actions or proceedings arising out of or relating to this Agreement, the provision of Services, or any separate services or parts provided by Terrain to Customer shall be litigated in such courts. Any provision herein prohibited by law shall be ineffective to the extent of such prohibition and without invalidating the remaining provisions hereof.

(b) Modifications. Terrain reserves the right to change these Terms and Conditions from time to time, and any such changes will be provided to Customer. Customer’s continued acceptance of Services from Terrain following notice of any modification of these Terms and Conditions constitutes acceptance of the modifications.

(c) Third Party Rights. Nothing contained in this Agreement will or is intended to create or will be construed to create any right in or any duty or obligation to any third party.

(d) Force Majeure. Neither party shall have any liability for delayed or deficient performance to the extent that such delay or failure is due to causes beyond the party’s reasonable and documented control.