Welcome to the Master Level Service Agreement (MeLiSA), the solution designed to keep your simulation center operating efficiently. MeLiSA provides service, education, and support for your simulation equipment. We understand the need to keep your simulation equipment functional, and appreciate the costs associated with maintaining this technology. This revolutionary service will help to ensure that help is one click away, and we guarantee that you will always be connected to a trained Emergency Simulator Responderô. Our service covers multiple manufacturers and help to stabilize operational costs for all simulation technology.

The specifics of your program will be outline in your individual Service Level Agreement (SLA), based on the products you have elected coverage for along with any optional services selected. Further information on the Echo Healthcare MeLiSA service program can be found HERE.

Additionally, with the purchase of any new Echo Healthcare LifeCast manikin, our customers are provided, free of charge, a one-year limited warranty, which provides our customers with an Echo Healthcare MeLiSA program covering the product purchased. Our customers may elect to renew their MeLiSA coverage at the end of their one-year free warranty period. If you elect to renew and purchase extended service coverage for your LifeCast manikins, these terms & conditions will apply, and an individual SLA will be executed for the renewal period.

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

• “the Company” means Echo Healthcare Incorporated.
• “the Customer” means any party contracting with the Company.
• “Services” means the services as outlined in any Service Level Agreement “SLA” between the Company and the Customer.

Applications of Conditions: The terms & conditions set out hereunder shall apply to any SLA made between the Company and the Customer. These terms & conditions along with the any duly executed SLA constitute the entire agreement “Agreement” between the Company and the Customer. No person other than a Director of the Company shall have the authority on behalf of the Company to vary, waive or add to these terms or to make any agreement or give any consent referred to therein and no such variation waiver addition or agreement or consent shall be binding upon the Company unless it is in writing and signed by a Director.

These terms and conditions shall govern services set forth in the associated SLA and also apply to all quotations made, order acknowledgments sent, purchase orders received, and invoices provide to the Customer by Echo Healthcare.

Terms of Agreement: Unless terminated earlier in accordance with this Agreement, the services under this Agreement shall commence on the effective date and terminate twelve (12) months thereafter. This Agreement shall automatically renew for successive one (1) year terms unless either party provides the other with notification of termination at least sixty (60) days prior to expiration of the then-current term.

Either party may terminate this Agreement at any time if the other party: (i) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach or (ii) ceases operation without a successor. The following sections shall survive any expiration or termination of this Agreement: Warranty Disclaimer, Limitation of Liability, Confidential and Proprietary Information and Complete Understanding; Modifications.

Fees & Payment: The Customer agrees to pay all fees specified within this Agreement. All payments shall be made in U.S. dollars. Recurring services will be billed in advance. The Customer shall be responsible for all taxes, duties or other withholdings arising from the services. Fees listed in this Agreement are exclusive of all such taxes, duties or other withholdings, which will be added to the final invoice, as applicable.

Payment: Standard payment terms are due upon receipt of this duly executed MeLiSA service level agreement by Customer and Seller, or receipt of an invoice from the Company for future renewal terms. Net payment terms must be approved based on customer’s credit and may result in a finance charge being added to the overall contract price.  Echo Healthcare has the right to suspend service if Customer has failed to pay any invoice within forty-five (45) days of receipt. Echo Healthcare accepts payments via ACH, credit card, wire transfer and certified check.

Title: Hardware, parts and supplies will be shipped FOB Shipping Point with title and risk of loss transferring upon shipment to the Customer. All hardware, parts & supplies sales are final with no right to return other than for warranty for defective hardware, parts or supplies. At the sole discretion of Echo Healthcare, the exclusive remedy of the Customer shall be repair of defective product or replacement of defective hardware.

Limited Warranty: The Seller warrants for a period of thirty (30) days following contract expiration (the “Warranty Period”) that all services will be performed in a professional manner in accordance with generally applicable industry standards. Echo Healthcare’s sole liability (and Customer’s exclusive remedy) for any breach of this warranty shall be for Echo Healthcare to re-perform any deficient services. Echo Healthcare shall have no obligation with respect to a warranty claim: (i) if notified of such claim after the Warranty Period or (ii) if the claim is the result of third-party hardware or software, the actions of the Customer or some other party or is otherwise caused by factors outside the reasonable control of Echo Healthcare.

THIS SECTION IS A LIMITED WARRANTY AND SETS FORTH THE ONLY WARRANTIES MADE BY ECHO HEALTHCARE. ECHO HEALTHCARE MAKES NO OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR ANY WARRANTIES REGARDING THE PERFORMANCE OF ANY SOFTWARE OR HARDWARE PROVIDED OR INSTALLED BY ECHO HEALTHCARE. THE CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE WARRANTY PERIOD.

LIMITATION OF LIABILITY: ECHO HEALTHCARE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTERRUPTION OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OR INCREASED EXPENSE OF USE CUSTOMER OR ANY THIRD PARTY INCURS), WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR STRICT LIABILITY, EVEN IF ECHO HEALTHCARE HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH LIABILITIES. ECHO HEALTHCARE IS NOT RESPONSIBLE FOR PROBLEMS THAT OCCUR AS A RESULT OF THE USE OF ANY THIRD-PARTY SOFTWARE OR HARDWARE. IN NO EVENT WILL THE AMOUNT CUSTOMER MAY RECOVER UNDER THIS AGREEMENT EXCEED THE TOTAL PAYMENTS MADE TO ECHO HEALTHCARE BY CUSTOMER PURSUANT TO THIS AGREEMENT IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS. THE LIMITATIONS SET FORTH IN THIS SECTION 6 SHALL NOT APPLY TO PERSONAL INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF ECHO HEALTHCARE.

Confidential and Proprietary Information: Each party agrees that all know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Except as may be necessary to perform its obligations under this Agreement, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party ’s nondisclosure obligation shall not apply to information that: (i) was known to it prior to receipt of the Confidential Information; (ii) is publicly available; (iii) is rightfully obtained by the Receiving Party from a third party; (iv) is independently developed by employees of the Receiving Party; or (v) is required to be disclosed pursuant to a regulation, law or court order.

Any templates, schematics, processes or technical documentation provided by Echo Healthcare shall be deemed Confidential Information and proprietary information of Echo Healthcare without any marking or further designation. The Customer may use such information solely for its own internal business purposes.

Echo Healthcare shall maintain the confidentiality of information in its possession regarding individual protected health or other personal information in accordance with applicable law, and shall not release such information, to any other person or entity, except as required by law.

Independent Contractor: The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

Assignment: This Agreement may not be assigned by Customer without the prior written consent of ECHO HEALTHCARE but may be assigned by ECHO HEALTHCARE (i) pursuant to a merger or change of control or (ii) to an assignee of all or substantially all of ECHO HEALTHCARE’s assets. Any purported assignment in violation of this section shall be void.

Disputes; Governing Law; Arbitration: Florida law will govern and enforce this Agreement. Any litigation or arbitration between Customer and Echo Healthcare will take place in any state court within the Seller’s state or federal district.

Complete Understanding; Modification: This Agreement, including any and all Attachments and Schedules attached hereto, constitutes the full and complete understanding and agreement between Customer and ECHO HEALTHCARE and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by both Customer and ECHO HEALTHCARE.

Waiver and Severability: Waiver or failure by either party to exercise in any respect any right provided for in the Agreement will not be deemed a waiver of any further right under this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement will continue in full force and effect.

Force Majeure: Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as strikes, blockade, war, terrorism, riots, natural disasters, and/or refusal of license by the government, insofar as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.

Notices and Reports: Any notice or report hereunder shall be in writing to the notice address set forth below and shall be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered U.S. mail (return receipt requested); or (iii) one day after it is sent if by next day delivery by a major commercial delivery service.