Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Item I2
1.2 Coty f � ,�� ,' BOARD OF COUNTY COMMISSIONERS �� Mayor David Rice,District 4 The Florida Keys � Mayor Pro Tem Craig Cates,District 1 y Michelle Coldiron,District 2 James K.Scholl,District 3 Ij Holly Merrill Raschein,District 5 County Commission Meeting September 21, 2022 Agenda Item Number: I.2 Agenda Item Summary #11096 BULK ITEM: No DEPARTMENT: Emergency Services TIME APPROXIMATE: STAFF CONTACT: Steven Hudson (305) 289-6342 N/A AGENDA ITEM WORDING: Approval by Board of Governors (BOG) to renew hosted services for RescueNet Billing Pro, ePCR and FireRMS software from Zoll Data Systems for one (1) year at a total cost of$59,335.50 and authority for the Fire Chief to execute all necessary documents. ITEM BACKGROUND: Since at least October of 2013, Zoll Data Systems, Inc. has provided ePCR and RescueNet Billing software, along with the more recently acquired FireRMS module, to MCFR as a fully integrated solution. The hosted products are essential to MCFR operations as they are used to improve the quality of patient care and billing information, improve quality assurance and ensure compliance with National and State reporting requirements. Recently, Zoll advised that they are unwilling to meet the County's requirements to add the Board of County Commissioners as an additional insured on their Certificate of Insurance (COI) for cyber liability insurance. Due to the fact that they host HIPAA data and that other private information including names, SSNs, addresses and credit card information are stored in RescueNet Billing, and give the risk of data breaches, Risk Management is recommending that additional due diligence, such as an RFP process be conducted and, if possible, MCFR find another solution. While additional due diligence is being conducted to determine if there is another viable solution, MCFR is requesting approval to renew the hosted services for RescueNet Billing Pro, ePCR and FireRMS software from Zoll Data Systems for a one (1)year period at a cost of$59,335.50. Further, MCFR is requesting authority for the Fire Chief to execute all necessary documents. PREVIOUS RELEVANT BOCC ACTION: On 09/16/15, the Board of Governors of Fire and Ambulance District 1 (BOG) approved the execution of an Application Service Provider Agreement with Zoll Data Systems, Inc. for the RescueNet suite of software products. (BOG item: G4) On 10/16/13, the Board of County Commissioners (BOCC) approved the execution of an Packet Pg. 1926 1.2 Application Service Provider Agreement with Zoll Data Systems, Inc. for the RescueNet suite of software products for electronic patient care reports (ePCR) to allow MCFR to continue to license ePCR software. (BOCC item: G5.) CONTRACT/AGREEMENT CHANGES: Hosted Software Renewal STAFF RECOMMENDATION: Approval DOCUMENTATION: Zoll Data Systems - Order Renewal and Legal Terms Expires 09.30.2023 Final Zoll Sole Source Letter- 08.23.2022 Zoll Data Systems - COI for Cyber Expires 03.15.2023 Risk Management Memo - Zoll Data Systems Chief Hudson Memo - Zoll Hosted Software 09.02.2022 Zoll Data Systems - COI Expires 07.15.2023 FINANCIAL IMPACT: Effective Date: 10/01/2022 Expiration Date: 09/30/2023 Total Dollar Value of Contract: $59,335.50 Total Cost to County: $59,335.50 Current Year Portion: N/A; FY23 expenditure Budgeted: Yes Source of Funds: 11500 (70%), 11001 (25%); 11500 (70%), 63100 (5%); SC_00036 CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: No If yes, amount: N/A Grant: No County Match: No Insurance Required: Yes, COI(s) attached Additional Details: N/A 08/17/22 141-11500 FIRE& RESCUE CENTRAL $41,534.85 08/17/22 101-11001 MEDICAL AIR TRANSPORT $14,833.87 08/17/22 404-63100 - FIRE& RESCUE KW AIRPORT $2,966.78 Total: $59,335.50 REVIEWED BY: Packet Pg. 1927 1.2 James Molenaar Completed 09/02/2022 4:16 PM Steven Hudson Completed 09/02/2022 4:31 PM Purchasing Completed 09/02/2022 4:41 PM Budget and Finance Completed 09/06/2022 1:48 PM Brian Bradley Completed 09/06/2022 2:32 PM Lindsey Ballard Completed 09/06/2022 2:44 PM Board of County Commissioners Pending 09/21/2022 9:00 AM Packet Pg. 1928 Order Order N THIS ORDER FORM(this"Order")is made as of the date on which both parties have signed below(the"Effective Date")by and between 0 ZOLL Data Systems, Inc., a Delaware corporation with offices at 11802 Ridge Parkway, Suite 400, Broomfield, CO 80021, - accountsreceivable@zoll.com("ZOLL")and Monroe County Fire Rescue(the"Customer"). Bill To: Monroe County Fire Rescue Ship To: Monroe County Fire Rescue 490 63rd Street Suite 170 490 63rd Street Marathon,FL 33050 Suite 170 0 Marathon,FL 33050 C7 Email for Notices:tamborski-cheri@monroecounty-fl.gov 0 ao Territory Manager: Kevin Stanhope Offer Expires: 09/30/2022 0- CL Lic. Annual Fees or CL Item Type Description Qty Price One Time Monthly Charge Fees HBSP HL Hosted Billing Service Plus(Per Concurrent User) 3 $646.00 $23,256.00 $1,938.00 „0 2A HBPR01 HL RescueNet Billing Pro(Per Transport/Month)-1 Year 310 $2.48 $9,207.00 $767.25 HEPCRPL HL Hosted RescueNet ePCR Plus(Per PCR/Month) 1 $1.75 $21.00 $1.75 „ HFPR HL Hosted RescueNet FireRMS Premium(Per Station) 10 $223.76 $26,851.56 $2,237.63 c� Fi Comments: Price is guaranteed until September 30,2022. *MONTHLY FEES: $4,944.63 ' Renewal begins Oct Ist,2022. *ANNUAL FEES: $59,335.50 This will be invoiced annually per Customer's request. x TOTAL FEES: $59,335.50 0 ASP Services Payment Terms:ZOLL will invoice Customer upon the earlier of the Deployment Date or 60 days after the Effective Date (the "Monthly Fees Commencement Date")and and at the beginning of each calendar month during the Term for the amount of the Monthly Fees for each of the ASP Services listed above(i)prorated to account for any partial month,(ii)increased or decreased as set forth in the Adjustments to Fees section below and(iii)if such Monthly Fees are based on the quantity of Concurrent Users,increased by an amount equal to$10 per month fox any Registered User in excess of 200%of the Concurrent Users Cap.Additionally,ZOLL will invoice Customer on the Effective Date for any One- Time Fees listed above. Monthly Fees are payable in advance for each month of ASP Services("Monthly Service Period"),except for the first Monthly Service Period. Accordingly,the first invoice for Monthly Fees shall be for the amount of the Monthly Fee for the first Monthly Service Period and the Monthly Fei for the second Monthly Service Period.Each subsequent invoice shall be for the amount of the Monthly Fee. Term.Unless earlier terminated as set forth in the Agreement,(i)the initial term of this Order shall begin on the Effective Date and continue for 12 0 months after the Monthly Fees Commencement Date(the"Initial Term")and(ii)after the Initial Term,this Order automatically shall continue on z month-to-month basis until so terminated. E Early Termination Fee.Notwithstanding the Agreement,if this Order is terminated prior to the expiration of the Initial Term by ZOLL for a material default or by Customer without cause,then Customer immediately shall pay ZOLL an early termination fee equal the amount of(i)the �S Annual Fees for the Initial Term minus(ii)the sum of Monthly Fees paid by Customer to ZOLL prior to the date of termination for the ASP Services or Software set forth in this Order. C� *Adjustments to Fees:Fees are subject to adjustment based on quantity as set forth in the attached Adjustment-to-Fees Addendum,including as a 0 result of Registered Users being in excess of the Concurrent Users Cap for Fees based on Concurrent Users. Additional Terms for this Order: E • Order of Precedence:In the event of any inconsistency between this Order and any other portion of the Agreement,the terms and conditions of this Order will control. Pagel of 5 Packet Pg. 1929 Order Order N 0 • Insurance: ZOLL shall obtain and maintain throughout the term of this Agreement,at its own expense,cyber liability insurance with a 4- minimum limit of liability of not less than one million dollars($1,000,000). ZOLL will provide a certificate of insurance evidencing such 0 coverage upon Customer's request. • Public Records. Customer is a public agency subject to Chapter 119, Florida Statutes. To the extent ZOLL is acting on behalf of Customer pursuant to Section 119.0701, 0 Florida Statutes, ZOLL shall comply with all applicable public records laws as 0 "contractor," specifically to: o Keep and maintain public records required by the public agency to perform the service. o Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be ! inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. n� o Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the S contractor does not transfer the records to the public agency. M o Upon completion of the contract, transfer, at no cost, to the public agency all N public records in possession of the contractor or keep and maintain public records Ci required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the 0 n0. contractor shall destroy any duplicate public records that are exempt or W confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC W RECORDS, BRIAN BRADLEY, AT (305) 292-3470, y- , c/o Monroe County Attorney's Office, 1111 12t" St., Suite 408, Key West FL 33040. • Non-appropriations. ZOLL acknowledges that Customer is a governmental entity,and payments under this Agreement are based upon the availability of public funding under its authority.In the event Customer fails to appropriate funds or make monies available,after Imp making due efforts,for the subsequent fiscal year covered by the term of this Agreement for the Products and Services to be provided, Customer shall notify ZOLL prior to the start of such fiscal year and this Agreement shall be terminated on the last day of the fiscal year q�s for which funds were appropriated or monies made available for such purposes without further liability for such fiscal year payment and E such termination shall not be a breach of this Agreement. cs Page 2 of 5 Packet Pg. 1930 Order Order N 4- THIS ORDER IS SUBJECT TO THE TERMS AND CONDITIONS, AND APPLICABLE ADDENDA, AVAILABLE AT _ littps://www.zoildata.com/legal, WHICH ARE INCORPORATED BY REFERENCE. BY SIGNING BELOW, CUSTOMER � ACKNOWLEDGES HAVING READ AND AGREES TO AND INTENDS TO BE BOUND BY THEM. HARD COPIES ARE qy AVAILABLE UPON REQUEST. Each person signing below represents and warrants that she or he has the authority to bind the party for which he or she is signing to the 0 terms of this Order. By signing below,the parties agree to the terms and conditions of this Order. Once signed,any reproduction of this U- Order made by reliable means(for example,photocopy or facsimile)is considered an original. 0 0 ZOLL Data Systems,Inc. Monroe County Fire Rescue Authorized Signature: Authorized Signature: 0 L- a a g Name: Name: Title: Title: Date: Date: 04 CD Ci CD Ci James D. Digitally signed by James D. CD Molenaar CD Molenaar Date:2022.09.02 16:08:51-04'00' Approved as to Form and Legal Sufficiency CL James D. Molenaar Asst. County Attorney MONROE COUNTY ATTORNEY'S OFFICE (D (D r- (D (D E e U) E (D U) 0 (D E Page 3 of 5 Packet Pg. 1931 1.2.a Adjustments-to-Fees Addendum Order No.: O 36930 *Adjustments to Fees:Fees in the Order Form to which this addendum is attached(the"Order"),and of which it is a part,are subject to adjustment based on quantity as specified below("Qty"),including as a result of Registered Users being in excess of the Concurrent Users Cap for Fees based on Concurrent Users: 0 Product Basis for Adjustment ZOLL AR Boost Qty of transactions(the"Transaction Volume").Within thirty(30)days following the end of each month,ZOLL shall(i)conduct an 0 audit of the Transaction Volume for each of the ASP Services listed above;(ii)multiply the Transaction Volume by the per-transaction price for each of the ASP Services listed above(the"Total Monthly Price");and(iii)calculate the sum of the Total Monthly Prices for all of the ASP Services listed above(the"Total Monthly Price for All ASP Services").If the Total Monthly Price for All ASP Services in any month is greater than the applicable Monthly Fees listed in the Order,then ZOLL shall invoice Customer for such excess per the overage charges listed in the Order.If the Total Monthly Price for All ASP Services for any month is equal to or less than the applicable Monthly Fee listed in the Order,then ZOLL shall not be obligated to refund Customer all or any part of the Monthly 0 Fees for such month.In no event shall Customer pay less than the applicable Monthly Fees for any month. LL RescueNet''Billing Pro Qty of trips(the"Trip Volume")listed in the line item in the Order.ZOLL may conduct an audit of Trip Volume following the 12' 0 month after the Monthly Fees Commencement Date for Billing Pro and each anniversary of such date(a"Trip Audit').Should actual 0 Trip Volume,less any exclusions listed as a line item in the Order(`Exclusions"),which shall be increased or decreased prorata with actual Trip Volume(the"Actual Trip Volume"),for the preceding 12-month period(the"Trip Audit Period")exceed 110%of the quantity of trips,less any Exclusions listed in the Order without a prorata increase or decrease,that was the basis for Monthly Fees in the Trip Audit Period multiplied by 12(the"Estimated Trip Volume"),then ZOLL will invoice Customer for such excess multiplied y by the per-trip price listed in the Order(the"Per-Trip Price").Should the Actual Trip Volume be less than the Estimated Trip Volume 0- by more than 10%during the Trip Audit Period,then ZOLL will issue a credit in the amount of 10%of the Estimated Trip Volume CL multiplied by the Per-Trip Price.Future billings of the Monthly Fee will be adjusted based on the Actual Trip Volume as determinedCL by the Trip Audit;provided,that the Monthly Fee shall not decrease by more than 10%. ZOLL emsCharts Qty of PCRs(the"PCR Volume")listed in the line item in the Order.ZOLL may conduct an audit of PCR Volume following the 12th month after the Monthly Fees Commencement Date for ZOLL emsCharts and each anniversary of such date(a"PCR Audit').Should ZOLL emsCharts— actual PCR Volume(the"Actual PCR Volume")for the preceding 12-month period(the"PCR Audit Period")exceed 110%of the 0 Critical Care quantity of PCRs that was the basis for Monthly Fees in the PCR Audit Period multiplied by 12(the"Estimated PCR Volume"),then °�, ZOLL will invoice Customer for such excess multiplied by the per-PCR price listed in the Order(the"Per-PCR Price").Should the Actual PCR Volume be less than the Estimated PCR Volume by more than 10%during the PCR Audit Period,then ZOLL will issue a credit in the amount of 10%of the Estimated PCR Volume multiplied by the Per-PCR Price.Future billings of the Monthly Fee will be adjusted based on the Actual PCR Volume as determined by the PCR Audit;provided,that the Monthly Fee shall not decrease by more than 10%. LL ZOLL Fire Reports Qty of Fire Reports(the"Fire Report Volume")listed in the line item in the Order. ZOLL may conduct an audit of Fire Report M Volume following the 12'month after the Monthly Fees Commencement Date for ZOLL Fire Reports and each anniversary of such N date(a"Fire Report Audit').Fire Report Volume(the"Actual Fire Report Volume")for the preceding 12-month period(the"Fire Report Audit Period")exceed 110%of the quantity of Fire Reports that was the basis for Monthly Fees in the Fire Report Audit M Period multiplied by 12(the"Estimated Fire Report Volume"),then ZOLL will invoice Customer for such excess multiplied by the per-Fire Report price listed in the Order(the"Per-Fire Report Price"). Should the Actual Fire Report Volume be less than the Estimated Fire Report Volume by more than 10%during the Fire Report Audit Period,then ZOLL will issue a credit in the amount of U) 10%of the Estimated Fire Report Volume multiplied by the Per-Fire Report Price.Future billings of the Monthly Fee will be adjusted CL based on the Actual Fire Report Volume as determined by the Fire Report Audit;provided that the Monthly Fee shall not decrease by X more than 10%. W EMS Mobile Health Qty of the tier based on number of visits.Following six months from the Monthly Fees Commencement Date and every six months t) thereafter,ZOLL will conduct an audit of the number of monthly visits(the"Visit Volume").Should the monthly Visit Volume for any six month period exceed 110%of the maximum monthly visits for the current tier,then commencing the first month after the completion of the audit,ZOLL will invoice Customer based on the new Visit Volume as determined by the audit and based on the � following tiers:(i)$750.00 for 1-150 visits per month;(ii)$1,250.00 for 151-300 visits per month;(iii)$2,000.00 for 301-600 visits L35 per month;and iv as quoted by ZOLL more than 600 visits per month. Packaged Services Qty of trips(the"Trip Volume")listed in the line item in the Order.ZOLL may conduct an audit of Trip Volume following the 12' month after the Monthly Fees Commencement Date for Packaged Services and each anniversary of such date(a"Trip Audit'). Should actual Trip Volume(`Actual Trip Volume")for the preceding 12-month period(the"Trip Audit Period")exceed 110%of the quantity of trips that was the basis for Monthly Fees in the Trip Audit Period multiplied by 12(the"Estimated Trip Volume"),then ZOLL will invoice Customer for such excess multiplied by the per-trip price listed in the Packaged Services—Overage line item in the Order. Should the Actual Trip Volume be less than the Estimated Trip Volume by more than 10%during the Trip Audit Period,then ZOLL will issue a credit in the amount of 10%of the Estimated Trip Volume multiplied by the per-trip price listed in the Packaged Services—Overage line item in the Order. Future billings of the Monthly Fee will be adjusted based on the Actual Trip Volume as determined by the Trip Audit;provided,that the Monthly Fee shall not decrease by more than 10%. � Packaged Services Qty of trips(the"Trip Volume")listed in the line item in the Order.ZOLL may conduct an audit of Trip Volume following the 12' 0 Premium month after the Monthly Fees Commencement Date for Packaged Services Premium and each anniversary of such date(a"Trip 8 Audit'). Should actual Trip Volume(`Actual Trip Volume")for the preceding 12-month period(the"Trip Audit Period")exceed t) 110%of the quantity of trips that was the basis for Monthly Fees in the Trip Audit Period multiplied by 12(the"Estimated Trip Volume"),then ZOLL will invoice Customer for such excess multiplied by the per-trip price listed in the Packaged Services Premium 2 —Overage line item in the Order. Should the Actual Trip Volume be less than the Estimated Trip Volume by more than 10%during � the Trip Audit Period,then ZOLL will issue a credit in the amount of 10%of the Estimated Trip Volume multiplied by the per-trip LO price listed in the Packaged Services Premium—Overage line item in the Order. Future billings of the Monthly Fee will be adjusted CU based on the Actual Trip Volume as determined by the Trip Audit;provided,that the Monthly Fee shall not decrease by more than � 10%. RescueNet''Billing of Concurrent Users. 0 RescueNet Dis atch Qty of Concurrent Users. N RescueNet Eligibility Qty of trips. RescueNet FireRMS Qty of stations. d2 RescueNet Navigator Qty of Customer vehicles. RescueNet a,Work of Customer vehicles estimated in Order,or of trips ifs specified in the line item in the Order. C�5 RescueNet''ePCR Qty of PCRs(the'PCR Volume")listed in the line item in the Order.ZOLL may conduct an audit of PCR Volume following the 12' CU month after the Monthly Fees Commencement Date for RescueNet ePCR and each anniversary of such date a"PCR Audit").Should < Page 4 of 5 Packet Pg. 1932 1.2.a Adjustments-to-Fees Addendum Order No.: O 36930 Product Basis for Adjustment actual PCR Volume(the"Actual PCR Volume")f6r the preceding 12-month period(the"PCR Audit Period")exceed 110%of the quantity of PCRs that was the basis for Monthly Fees in the PCR Audit Period multiplied by 12(the"Estimated PCR Volume"),then 0 ZOLL will invoice Customer for such excess multiplied by the per-PCR price listed in the Order(the"Per-PCR Price").Should the ,4- Actual PCR Volume be less than the Estimated PCR Volume by more than 10%during the PCR Audit Period,then ZOLL will issue 0 a credit in the amount of 10%of the Estimated PCR Volume multiplied by the Per-PCR Price.Future billings of the Monthly Fee will ra be adjusted based on the Actual PCR Volume as determined by the PCR Audit;provided,that the Monthly Fee shall not decrease by more than 10%. � Mobile Care Connect Qty of trips(the"Trip Volume")listed in the line item above.ZOLL may conduct an audit of Trip Volume following the 12'month � after the Monthly Fees Commencement Date and each anniversary of such date(a"Trip Audit').Should actual Trip Volume(the "Actual Trip Volume")for the preceding 12-month period(the"Trip Audit Period")exceed 110%of the quantity of trips that was 0 the basis for Monthly Fees in the Trip Audit Period multiplied by 12 (the "Estimated Trip Volume"), then ZOLL will invoice 0Customer for such excess multiplied by the per-trip price listed above,subject to increase in accordance with the Agreement(the"Per- 0 Trip Price");provided,that should Actual Trip Volume during any calendar month during the Trip Audit Period be(i)less than 300 M trips,then the Monthly Fee attributable to such month will be the Per-Trip Price multiplied by 300 or(ii)more than 1,800 trips,then >% Monthly Fee attributable to such month will be the Per-Trip Price multiplied by 1,800(the"Adjusted Trip Volume").Future billings M of the Monthly Fee will be adjusted based on the Adjusted Trip Volume. ra ZOLL Billing Qty of claims(the"Claim Volume")listed in the line item in the Order.ZOLL may conduct an audit of Claim Volume following the 12th month after the Monthly Fees Commencement Date for ZOLL Billing and each anniversary of such date(a"Claim Audit'). � Should actual Claim Volume(the"Actual Claim Volume")for the preceding 12-month period(the"Claim Audit Period")exceed CL 110%of the quantity of claims that was the basis for Monthly Fees in the Claim Audit Period multiplied by 12(the"Estimated Claim � Volume"),then ZOLL will invoice Customer for such excess multiplied by the applicable per-claim price,determined as if such _ excess were the final claims in Actual Claim Volume,less any discounts specified in the Order.Future billings of the Monthly Fee " will be adjusted based on the Actual Claim Volume as determined by the Claim Audit;provided,that the Monthly Fee shall not decrease by more than 10%. 0 ZOLL Respond Qty of trips(the"Trip Volume")listed in the line item in the Order.ZOLL may conduct an audit of Trip Volume following the 12th °y month after the Monthly Fees Commencement Date for ZOLL Respond and each anniversary of such date(a"Trip Audit').Should � actual Trip Volume(the"Actual Trip Volume")for the preceding 12-month period(the"Trip Audit Period")exceed 110%of the quantity of trips that was the basis for Monthly Fees in the Trip Audit Period multiplied by 12(the"Estimated Trip Volume"),then � ZOLL will invoice Customer for such excess multiplied by the applicable per-trip price,determined as if such excess were the final � trips in Actual Trip Volume,less any discounts specified in the Order.Future billings of the Monthly Fee will be adjusted based on L_ the Actual Trip Volume as determined by the Trip Audit;provided,that the Monthly Fee shall not decrease by more than 10%.Actual N Trip Volume includes only trips that have entered transporting status. Q ZOLL Care Exchange Qty of transports(the"Transport Volume")listed in the line above.ZOLL may conduct an audit of Transport Volume following the � 12th month after the Monthly Fees Commencement Date for ZOLL Care Exchange and each anniversary of such date(a"Transport CI Audit'). Should actual Transport Volume(the"Actual Transport Volume")for the preceding 12-month period(the"Transport 0) Audit Period")exceed 110%of the quantity of transports that was the basis for Monthly Fees in the Transport Audit Period(the U) "Estimated Transport Volume"),then ZOLL will invoice Customer for such excess in accordance with the tiers set forth below(the "Tiers")based on the Actual Transport Volume,determined as if such excess were the final claims in Actual Transport Volume,less any discounts specified in the Order.Future billings of the Monthly Fee will be adjusted based on the Actual Transport Volume as X determmined b the Transport Audit;provided,that the Monthly Fee shall not decrease by more than 10%. W t) Tiers for ZOLL Care Exchange.The following Tiers apply to ZOLL Care Exchange based on the Qty of transports per year: LM Annual P+ie o Annual Fie S Aanual toe, o annual Foe I O Annual k0e 0 Up to 9,999 $17,500.00 20,000-29,999 $31,500.00 40,000-49,999 $45,500.00 60,000-69,999 1 $59,500.00 80,000-89,999 $73,500.00 10,000-19,999 $24,500.00 30,000-39,999 $38,500.00 50,000-59,999 $52,500.00 70,000-79,999 1 $66,500.00 190,000-99,9991 $80,500.00 L35 U) E U) 0 E U Page 5 of 5 Packet Pg. 1933 1.2.a 0 THESE TERMS AND CONDITIONS are subject to and made a part of the Agreement. Capitalized terms used and not defined in this these Terms and 0 Conditions have the meanings assigned to them in the Definitions Addendum at„IIIIW„IIW ,I , II 'w' L.. I I 1 . Orders. ZOLL shall provide, and Customer shall obtain, the ASP Services, Software, Road Safety Products and Road Safety Parts (the "Products") and Professional Services and Maintenance Services (the "Services") identified in any Initial Order included in a Master Products and Services Agreement or incorporating these Terms and Conditions (the "Initial Order") and any Order Form for Products or Services ("Order Form") or statement of work for Professional Services ("SOW") mutually agreed, executed and made a part of this Agreement or identified in a purchase order or other agreement for the purchase of defibrillators from ZOLL Medical Corporation (a "Defibrillator Purchase Agreement"). 2. Payment. Customer shall pay ZOLL for Products and Services as provided in the Initial Order and any Order Forms, SOWs or Defibrillator Purchase Agreements (collectively, "Orders") and this Agreement. All payments must be M in U.S. dollars, unless otherwise agreed by the parties. Unless otherwise expressly provided in an applicable Order, Customer will pay ZOLL all amounts due under �? this Agreement within 30 days after the date of the invoice. Amounts not paid when due will accrue interest at the rate of 1 .5% per month, or the maximum CL allowed by law, whichever is less. Customer shall pay all expenses (including reasonable attorney's fees) incurred by ZOLL in connection with collection of late payments. Any amounts not paid by Customer when due may result in the forfeiture by Customer, in ZOLL's sole and absolute discretion, of any discounts previously offered by ZOLL. In addition, ZOLL reserves the right to deny Customer and Customer's employees, directors, principals, partners, consultants and agents authorized to use ASP Services or Software on behalf of Customer and registered for such use through the website at a unique URL to be provided by ZOLL to Customer (the "ZOLL Site") or by email in accordance with ZOLL's procedures for such purpose ("Registered Users") access to the ASP Services, and to cease providing any or all of the Products and Services, in the event that any invoice is not paid in a timely manner. Customer acknowledges that ZOLL will not be responsible for any damage or liability caused by such cessation. Payment terms are subject to ZOLL's credit approval. ASP Services Fees, Software Fees, Road Safety Fees, Maintenance Fees and Professional Services Fees (collectively, the "Fees") exclude, and Customer will make all payments of CU CU the Fees to ZOLL free and clear of, all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges ("Taxes"). When applicable, ZOLL may include any Taxes that it is required to collect as a separate line item on an invoice. If Customer is Tax exempt or pays state Taxes directly, then prior to invoicing, Customer must provide ZOLL with a Packet Pg. 1934 1.2.a 0 copy of a current tax exemption certificate issued by Customer's state taxing authority for the given jurisdiction. Unless otherwise provided in the applicable Order, Customer will reimburse ZOLL for all reasonable out-of-pocket expenses (including travel and accommodation expenses) incurred by ZOLL ("Expenses") in providing the Professional Services or, if Customer requests that Maintenance Services be performed at Customer's site, in providing such Maintenance Services. Fees are exclusive of, and Customer will pay, all shipping and other transportation charges, insurance and installation charges. For the purpose of payment, "Deployment Date" means the date upon which the deployment of a Product is complete and it is able to function as described in the warranty for such Product in this Agreement, regardless of whether Customer actually uses such Product. "Deployment Effective Date" means the earlier of (a) the Deployment Date of a Product or (b) 90 days from the Effective Date (the "Latest Deployment Date") of the Order for such Product, unless a delay in the Deployment Date has been caused by ZOLL, in which case the Deployment Effective Date shall be postponed by a number of days equal to the delay that ZOLL has caused; or (c) if Customer does not use Professional Services to deploy a Product, the Effective Date; provided, that the Latest Deployment Date for the Eligibility module and Road Safety Products shall be 180 days from the N Effective Date. Usage-based Fees are payable in arrears, and flat Fees are �! payable in advance. ZOLL may increase Fees annually. 3. Warranties. The warranties for the Products and Services are solely and expressly as set forth in the ASP Services Addendum, Software License Addendum, Road Safety Addendum, Maintenance Services Addendum and W Professional Services Addendum (collectively, the "Addenda"). EXCEPT AS EXPRESSLY SET FORTH IN THE ADDENDA, (A) THE PRODUCTS AND SERVICES ARE PROVIDED STRICTLY "AS IS", WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, WRITTEN OR ORAL; (B) ZOLL DOES NOT PROMISE THAT THE PRODUCTS OR SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR- CU FREE OR THAT THEY ARE SUITABLE FOR THE PARTICULAR NEEDS OF CUSTOMER, REGISTERED USERS OR ANY THIRD PARTY; AND (C) ZOLL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE IN TRADE. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT, INCLUDING THE ADDENDA, AND THAT NO WARRANTIES ARE MADE BY ANY OF ZOLL'S LICENSORS OR SUPPLIERS WITH RESPECT TO THIRD PARTY CU PRODUCTS OR SERVICES. Products and Services may be new or used. Customer CU acknowledges and agrees that, in entering into the this Agreement, it has not relied upon the future availability of any new or enhanced feature or functionality, or any new or enhanced product or service, including, without limitation, updates or upgrades to ZOLL's existing product and services. ZOLL's Packet Pg. 1935 1.2.a 0 performance obligations hereunder are limited to those expressly enumerated herein, and payment for ZOLL's performance obligations shall be due as described herein. 4. Confidentiality. 4.1 . Protection. Neither party will use any trade secrets, business or financial - information, computer software, machine or operator instructions, business methods, procedures, know how, technical, marketing, financial, employee, planning or other information that relates to the business or technology of the other party and is marked or identified as confidential or is disclosed in circumstances that would lead a reasonable person to believe such information is confidential ("Confidential Information") for any purpose not expressly permitted by this Agreement, and will further disclose the Confidential Information of the party disclosing it ("Disclosing Party") only to the employees or contractors of the party receiving it ("Receiving Party") who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as N the Receiving Party protects its own confidential or proprietary information of a �! similar nature and with no less than reasonable care. The ASP Services, Software, Firmware, Documentation and the Instructions shall be ZOLL's Confidential U) Information (including without limitation any routines, subroutines, directories, tools, programs, or any other technology included in the Software), notwithstanding any failure to mark or identify it as such. E 4.2. Exceptions. The Receiving Party's obligations under Section 4.1 above with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party's Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure in writing prior to making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party's reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. Packet Pg. 1936 1.2.a 0 4.3. Authority. Prior to making any disclosure to MILL of patient information, Customer covenants that it has, or will obtain„ in accordance with federal, state and local laws relating to such information, including but not limited to HIPAA, the legal right to disclose such information to MILL, including, if required, a properly executed, written authorization from each patient or patient's authorized representative documenting the patient's express written consent to enable the disclosure by Customer to MILL of such information. 5. Indemnification. 5.1 . ZOLL. MILL will defend, at its own expense, any action against Customer or its or any of its agents, officers, director, or employees ("Customer Parties") brought by a third party alleging that any of the Products or Services infringe any U.S. patents or any copyrights or misappropriate any trade secrets of a third party, and MILL will pay those costs and damages finally awarded against the Customer Parties in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Customer: (a) notifying MILL promptly in writing of such claim or action; (b) giving MILL sole control of the defense thereof and any related settlement negotiations; and (c) N cooperating with MILL and, at ZOLL's request and expense, assisting in such �! defense. If any of the Products or Services becomes, or in ZOLL's opinion is likely to become, the subject of an infringement claim, MILL may, at its sole option U) and expense, either: (i) procure for Customer the right to continue using it; (ii) n modify it, or replace it with a substantially similar product or service so that it becomes non-infringing; (iii) in the case of Software or a Road Safety Product, require its return and refund Customer a pro-rata portion of the Fees for such Software or Road Safety Product based on a 36-month straight-line depreciation or (iv) terminate this Agreement, in whole or in part. Notwithstanding the foregoing, MILL will have no obligation under this Section 5.1 or otherwise with respect to any infringement claim based upon: (1 ) use of any of the Products or Services not in accordance with this Agreement; (2) any use of any of the Products or Services in combination with products, equipment, software, services or data not supplied by MILL if such infringement would have been avoided but for the combination with other products, equipment, software, services or data; (3) the failure of Customer to implement any replacements, corrections or modifications made available by MILL for any of the Products or Services including, but not limited to, any use of any release of the Software other than the most current release made commercially available by ZOLL; (4) Customer Content; or (5) any modification of any of the Products and Services or use thereof by any person other than MILL or its authorized agents or subcontractors. This Section 5.1 states ZOLL's entire liability and the exclusive 0 remedy for any claims of infringement. Packet Pg. 1937 1.2.a 0 5.2. Customer. Customer shall indemnify, defend and hold ZOLL and its agents, officers, directors and employees (the "ZOLL Parties") harmless from and against any and all liabilities, losses, expenses, damages and claims (collectively, "Claims") that arise out of the following except to the extent the Claims are due to the gross negligence, intentional misconduct or breach of this Agreement by the ZOLL Parties: (i) information provided to any of the ZOLL Parties by any of the U- Customer Parties; (ii) the Customer Parties' use of any of the Products or Services; (iii) the actions or omissions of the Customer Parties in connection with participation in ZOLL's online customer community or exercise of any administrative rights, including database access rights, that Customer requests be granted when Customer has elected to receive, and is receiving, Managed Services or otherwise; (iv) use by the Customer Parties of any of the Products or Services in combination with Customer's products or services or Third Party Products or Services; (v) any modifications made by the Customer Parties to any of the Products and Services; (vi) misuse by the Customer Parties of any of the Products and Services (vii) infringement by the Customer Parties of any third party intellectual property right; (viii) taxes (other than taxes based on ZOLL's net income), fees, duties and charges, and any related penalties and interest, arising from the payment of the Fees or the delivery of the Products and Services N to Customer hereunder; and (ix) any violation of laws or regulations, including �! without limitation applicable export and import control laws and regulations in the use of any of the Products or Services, by the Customer Parties. U) 2 6. Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, 0. IN NO EVENT WILL ZOLL OR ITS AFFILIATES, SUBCONTRACTORS OR SUPPLIERS BE W LIABLE, EVEN IF ADVISED OF THE POSSIBILITY, FOR: (i) SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), (ii) LOSS OF PROFIT, DATA, BUSINESS OR GOODWILL, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR (iii) ANY LOSSES, COSTS OR DAMAGES ASSOCIATED WITH CUSTOMER'S PRODUCTS OR OTHER ELEMENTS INCORPORATED OR USED THEREWITH WHICH WERE NOT PROVIDED BY ZOLL OR WITH RESPECT TO ANY MODIFICATIONS MADE TO THE PRODUCTS OR SERVICES OR MISUSE OF THE PRODUCTS OR SERVICES. ZOLL'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH ANY ADDENDUM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT PAID TO ZOLL BY CUSTOMER FOR THE PRODUCTS AND SERVICES PROVIDED UNDER SUCH ADDENDUM DURING THE 12-MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. Customer acknowledges that these limitations reflect the CU allocation of risk set forth in this Agreement and that ZOLL would not enter into CU this Agreement without these limitations on its liability. Customer agrees that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. The remedies in this Agreement are Customer's sole and exclusive remedies. In addition, ZOLL disclaims all liability of any kind of ZOLL's U Packet Pg. 1938 1.2.a 0 licensors and suppliers, for Third Party Products or Services, and for the actions or omissions of Customer's representatives, including in connection with 0 participation in ZOLL's online customer community or exercise of any administrative rights, including database access rights, that Customer requests be granted to such representatives when Customer has elected to receive, and is receiving, Managed Services or otherwise. If a Customer is part of the U.S. _ federal government, (a) products are not specifically designed, manufactured or intended for sale as parts, components or assemblies for the planning, construction, maintenance, or direct operation of a nuclear facility, or the flight, navigation, or communication of aircraft or ground support equipment, the control of hazardous materials, or other ultra-hazardous activities; (b) Customer is solely liable if products purchased by Customer are used for these applications; and (c) Customer will indemnify and hold ZOLL harmless from all loss, damage, expense or liability arising out of such use. n� 7. Ownership. All right, title and interest, including but not limited to all existing or future copyrights, trademarks, service marks, trade secrets, patents, patent applications, know how, moral rights, contract rights, and proprietary rights, and all registrations, applications, renewals, extensions, and combinations of the foregoing ("Intellectual Property Rights"), in and to the following are the exclusive property of ZOLL (or, as the case may be, its licensors and suppliers): (i) , the ASP Services, Underlying Software, Access Software, Software, Firmware, ' Documentation, Instructions and all proprietary technology used by ZOLL to perform its obligations under this Agreement; (ii) all software, tools, routines, programs, designs, technology, ideas, know-how, processes, techniques and U) inventions that ZOLL makes, develops, conceives or reduces to practice, whether alone or jointly with others, in the course of performing the Professional Services; (iii) the fully compiled version of any of the foregoing software programs that can be executed by a computer and used without further compilation (the "Executable Code"); (iv) the human readable version of any of the foregoing software programs that can be compiled into Executable Code (the "Source Code"); (v) all enhancements, modifications, improvements and derivative works of each and any of the foregoing and (vi) all ideas, suggestions or other comments provided by Customer or its representatives to ZOLL regarding each of the foregoing or otherwise in any form, manner or place, including but not limited to ZOLL's online customer community, advisory I committees and annual summits (the "ZOLL Property"). If any derivative work is created by Customer from the Products or Services, ZOLL shall own all right, title and interest in and to such derivative work. Any rights not expressly granted to Customer hereunder are reserved by ZOLL (or its licensors and suppliers, as the CU case may be). 0 8. Term and Termination. c� Packet Pg. 1939 1.2.a 0 8.1 . Term. The term of this Agreement ("Term") begins on the Effective Date and continues until it expires or is terminated as set forth herein. The term of each Order begins on the effective date of such Order and continues until it expires as set forth therein or is terminated as set forth herein. 8.2. Termination. Either party may terminate this Agreement or any Order without 0 cause on 30 days' prior written notice to the other party. Either party may terminate this Agreement or any Order if the other party materially defaults in the performance of any of its obligations hereunder and fails to cure such default within 20 days after written notice from the non-defaulting party. 8.3. Effects of Termination. Upon expiration or termination of this Agreement or any Order for any reason: (a) all amounts, if any, owed to ZOLL under this Agreement or the Order that has expired or been terminated (the "Expired or Terminated Document") before such termination or expiration will become immediately due and payable; (b) Customer's right to access the Products and Services, and all licensed rights granted, in the Expired or Terminated Document will immediately terminate and cease to exist; and (c) Customer must (i) promptly discontinue all use of any Products or Services provided under the Expired or Terminated Document (ii) erase all copies of Software from Customer's computers and the computers of its customers and return to ZOLL or �! destroy all copies of such Software and related Documentation on tangible media in Customer's possession and (iii) return or destroy all copies of the U) Documentation and Instructions in Customer's possession or control; (d) each n party shall promptly discontinue all use of the other party's Confidential Information disclosed in connection with the Expired or Terminated Document and return to the other party or, at the other party's option, destroy, all copies of any such Confidential Information in tangible or electronic form. Additionally, if any Order for ASP Services or for Software that is subject to a Subscription License (other than RescueNet@ @Work) is terminated within 12 months of the Deployment Effective Date of such Order (or other period specified in such Order) by ZOLL for a material default or Customer without cause, then Customer immediately shall pay ZOLL an early termination fee equal to the amount of (x) the initial Annual Fee for such ASP Services or Subscription License (or other amount specified in such Order) minus (y) the sum of Monthly Fees for such ASP Services or Subscription License paid by Customer to ZOLL prior to the date of termination. Upon ZOLL's request, Customer will provide a written certification (in the form acceptable to ZOLL), certifying as to Customer's compliance with its post-termination obligations set forth in this Section 8.3. CU 9. General Provisions. CU 9.1 . Compliance with Laws. Customer shall comply with all applicable laws and 0 regulations, and obtain required authorizations, concerning its use of the Products and Services, including without limitation if applicable all export and import control laws and regulations. Customer will not use any of the Products or Packet Pg. 1940 1.2.a 0 Services for any purpose in violation of any applicable laws. ZOLL may suspend performance if Customer is in violation of applicable laws or regulations. 9.2. Audits and Inspections. Upon written request from ZOLL, Customer shall furnish ZOLL with a certificate signed by an officer of Customer stating that the Products and Services are being used strictly in accordance with the terms and 0 conditions of this Agreement. During the Term and for a period of six months following the termination or expiration of this Agreement, upon prior written notice, ZOLL will have the right, during normal business hours, to inspect, or have an independent audit firm inspect, Customer's records relating to Customer's use of the Products and Services to ensure it is in compliance with the terms of this Agreement, including with any limitation on the number of servers, personal computers or portable devices on which Customer may install the Software hereunder; the number of Customer users that may use the Software hereunder; the number of Customer users that may concurrently user the Software or ASP Services hereunder (the "Concurrent Users"); for Fees based on Concurrent Users, the number of such users listed in the Order for such Fees (the "Concurrent Users Cap"); the number of patient care records generated through the software hereunder; on the number of vehicles or other mechanism upon which pricing is based hereunder. The costs of the audit will be paid by ZOLL, unless the audit reveals that Customer's underpayment of Fees exceeds five percent, , other than ePCR Monthly Fees that are subject to adjustment as described in an ' Order. Customer will promptly pay to ZOLL any amounts shown by any such audit to be owing (which shall be calculated at ZOLL's standard, non- discounted rates) plus interest as provided in Section 2 above. W 9.3. Assignments. Customer may not assign or transfer, by operation of law or otherwise (including in connection with a sale of substantially all assets or equity, merger or other change in control transaction), any of its rights under this Agreement or any Order (including its right to use any Products or Services) to any third party without ZOLL's prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void. ZOLL shall have the right to assign this Agreement or any Order to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise, and to contract with any third party to provide part of any of the Products and Services. U) 9.4. U.S. Government End Users. If Customer is a branch or agency of the United States Government, the following provision applies. The Software, Documentation and Instructions are composed of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and if provided hereunder are (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set Zi forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the E Packet Pg. 1941 1.2.a 0 Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202 1 (JUN 1995) and 227.7202 3 (JUN 1995). 9.5. Notices. All notices, consents, and approvals under this Agreement must be delivered in writing by electronic mail, courier, electronic facsimile, or certified or registered mail (postage prepaid and return receipt requested) to the other 0 party at the address set forth in the most recent Order or Defibrillator Purchase Agreement and, in the case of ZOLL, to the attention of the Chief Financial Officer (or to such other address or person as from time to time provided by such party in accordance with this Section), and will be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner. 9.6. Governing Law and Venue; Waiver of Jury Trial. This Agreement will be governed by and interpreted in accordance with the laws of the State of Colorado without reference to its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement shall be brought in a federal or state court in Denver, Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. EACH PARTY HEREBY KNOWINGLY, �! VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF OR IN CONNECTION U) WITH THIS AGREEMENT. X 9.7. Remedies. Except as otherwise expressly provided in this Agreement, the W parties' rights and remedies under this Agreement are cumulative. Customer acknowledges that the Products and Services are built on valuable trade secrets and proprietary information of ZOLL, that any actual or threatened breach hereof will constitute immediate, irreparable harm to ZOLL for which monetary damages would be an inadequate remedy, and that ZOLL will be entitled to injunctive relief for such breach or threatened breach. Customer further agrees to waive and hereby waives any requirement for the security or the posting of any bond in connection with such remedies. Such remedies shall not be considered to be the exclusive remedies for any such breach or threatened breach, but shall be in addition to all other remedies available at law or equity to ZOLL. I 9.8. Waivers. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9.9. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and 4i interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement Packet Pg. 1942 1.2.a 0 will continue in full force and effect. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be. 9.10. Independent Contractors. The parties are entering into, and will perform, this Agreement as independent contractors. Nothing in this Agreement will be construed to make either party the agent of the other for any purpose whatsoever, to authorize either party to enter into any contract or assume any obligation on behalf of the other or to establish a partnership, franchise or joint 0. venture between the parties. CL 9.11 . Third Parties. Customer is solely responsible for, and none of the fees set forth herein shall be deemed to cover, any amounts owed to third parties in connection with the use of the Products and Services, including without limitation, clearinghouse fees. If Customer engages a third-party provider ("Third Party Provider") to deliver products or services, including without limitation software, integrated into or receiving data from or accessing the Products or Services ("Third Party Products or Services"), Customer agrees to obtain ZOLL's N prior consent to such integration, receipt or access (collectively, a "Transfer"). If �! Customer requests a Transfer, Customer represents, warrants and agrees that: (i) ZOLL, in its sole and absolute discretion, shall have the right to agree to such U) Transfer or decline to do so; (ii) MILL shall have no liability, and makes no n representation, with respect to such Third Party Products or Services; (iii) the Third Party Provider shall not be an agent of MILL as a result of the Transfer; (iv) the Third Party Provider shall not receive, maintain, or transmit PHI on behalf of ZOLL, as a result of the Transfer; and (v) installation, if any, of such Third Party Products or Services by MILL shall constitute Professional Services, a condition of which shall be the execution of an Order for such Professional Services. Upon termination of Customer's agreement with a Third Party Provider pertaining to Third Party Products or Services, Customer immediately shall terminate Third Party Provider's access to the Products and Services and notify MILL thereof. If the Third Party Products or Services result in the sharing of Customer Content with Third Party Provider, Customer consents to the sharing by MILL and its affiliates of Customer Content with such Third Party Provider for the sole purpose of Third Party Provider's delivery of the Third Party Products or Services and represents that such sharing does not violate any agreement, law, regulation or other legal U) standard, including but not limited to any business associate agreement or other requirement of HIPAA. To the extent the Products or Services contain software owned by a third party for which MILL has a license agreement with a third party, the Products and Services and all rights granted hereunder are expressly 0 limited by and subject to any license agreements MILL may have for such software. Packet Pg. 1943 1.2.a 0 9.12. Force Majeure. Neither party shall be liable for damages for any delay or failure of performance hereunder (other than payment obligation) arising out of causes beyond such party's reasonable control and without such party's fault or negligence, including, but not limited to, failure of its suppliers to timely deliver acceptable parts or services, any act or omission of Customer that interferes with or impedes ZOLL's performance hereunder, acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures (a "Force Majeure Event"). In the event ZOLL's production is constrained because of any condition described in the preceding sentence, then ZOLL will have the right to allocate production and deliveries of Products and Services among its customers as ZOLL, in its discretion, determines. 9.13. Entire Agreement; Amendment; No Third Party Beneficiaries; Online Customer Community; Survival. These Terms and Conditions, the Addenda, the Orders and any attachments, addenda and exhibits thereto (collectively, the "Agreement") constitute the entire agreement between the parties regarding the subject hereof and supersede all prior or contemporaneous agreements, understandings, and communication, whether written or oral, except agreements at zollonline.com. Any other representation or agreement, whether written or oral, including but not limited to any purchase order issued by , Customer, shall be wholly inapplicable to the Products and Services and shall ' not be binding in any way on ZOLL. This Agreement may not be amended or changed or any provision hereof waived except in writing signed by both parties. Any different or additional terms in any purchase order, confirmation or W similar form issued or otherwise provided by Customer but not signed by an authorized representative of ZOLL shall have no force or effect. Neither party shall have any obligation to enter into any Order. Customer understands and agrees that its authorized representatives may participate in ZOLL's online customer community in accordance with the terms of such community. There are no third party beneficiaries of this Agreement. Those provisions of this Agreement that may be reasonably interpreted as surviving termination of this Agreement or the survival of which is necessary for the interpretation or enforcement of this Agreement shall continue in full force and effect in accordance with their terms notwithstanding the termination hereof including, but not limited to, Section 4 (Confidentiality), Section 5 (Indemnification), Section 6 (Limitation on Liability), Section 7 (Ownership), Section 8.3 (Effects of Termination) and Section 9 (General Provisions). This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument. 0 Packet Pg. 1944 1.2.a 0 THIS BUSINESS ASSOCIATE ADDENDUM is subject to and made a part of the Agreement. Capitalized terms used but not defined in this Addendum have the 0 meanings assigned to them in the Definitions Addendum at °IIW°IIW w olllllld °IIW oii Illc III or, if not defined therein as defined in the Health Insurance Portability and Acco untability Act of 1996 (P.L. 104 191), 42 U.S.C. Section 1320d, et seq., and regulations promulgated thereunder, as amended - from time to time (such statute and regulations collectively referred to as "HIPAA")."Covered Entity" as used herein means Customer. "Business Associate" as used herein means ZOLL. The purpose of this Addendum is to comply with 45 C.F.R. §164.502(e) and §164.504(e), governing protected health information of Covered Entity ("PHI") and business associates under HIPAA STATEMENT OF AGREEMENT 1 . Applicability. This Addendum applies if and to the extent that Business Associate creates, receives, maintains or transmits, directly or indirectly, any PHI in the course of providing Products or Services to Covered Entity. 2. Compliance and Agents. Business Associate agrees that, to the extent it has access to PHI, Business Associate will fully comply with the requirements of this Addendum with respect to such PHI. Business Associate will ensure that every Ci agent, including a subcontractor, of Business Associate to whom it provides PHI U) received from, or created or received by Business Associate on behalf of, Covered Entity will comply with the same restrictions and conditions as set forth in this Addendum. E 3. Use and Disclosure; Rights. Business Associate agrees that it shall not use or disclose PHI except as permitted under this Addendum, including Section 16 hereof, and in compliance with each applicable requirement of 45 CFR Section 164.504(e). Business Associate may use or disclose the PHI received or created by it, (a) to perform its obligations under this Addendum, (b) to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Agreement, or (c) to provide data aggregation functions to Covered Entity as permitted by HIPAA. Further, Business Associate may use the PHI received by it in its capacity as Business Associate, if necessary, to properly manage and administer its business or to carry out its legal responsibilities. Business Associate may disclose the PHI received by it in its capacity as Business Associate to properly manage and administer its business or to carry out its legal responsibilities if: (a) the disclosure is required by law, or (b) the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it is disclosed to the person and the person notifies Business Associate of any instances of which it is aware that the confidentiality of the information has been breached. Packet Pg. 1945 1.2.a 0 Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA if done by Covered Entity. 4. Safeguards. Business Associate agrees to develop, document, use, and keep current appropriate procedural, physical, and electronic safeguards, as required in 45 C.F.R. §§164.308 - 164.312, sufficient to prevent any use or 0 disclosure of electronic PHI other than as permitted or required by this Addendum. 5. Minimum Necessary. Business Associate will limit any use, disclosure, or request for use or disclosure to the minimum amount necessary to accomplish the intended purpose of the use, disclosure, or request. 6. Report of Improper Use or Disclosure. Business Associate shall report to Covered Entity any information of which it becomes aware concerning any use or disclosure of PHI that is not permitted by this Addendum and any security incident of which it becomes aware. Business Associate will, following the discovery of a breach of "unsecured protected health information," as defined in 45 C.F.R. § 164.402, notify Covered Entity of such breach within 15 days. The notice shall include the identification of each individual whose unsecured protected health information has been, or is reasonably believed by Business Associate to have been, accessed, acquired, or disclosed during such breach. , Business Associate agrees to mitigate, to the extent practicable, any harmful ' effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of this Addendum. 7. Individual Access. In accordance with an individual's right to access to his or her own PHI in a designated record set under 45 CFR §164.524 and the individual's right to copy or amend such records under 45 CFR §164.524 and §164.526, Business Associate shall make available all PHI in a designated record set to Covered Entity to enable the Covered Entity to provide access to the individual to whom that information pertains or such individual's representative. 8. Amendment of and Access to PHI. Business Associate shall make available for amendment PHI in a designated record set and shall incorporate any amendments to PHI in a designated record set in accordance with 45 CFR §164.526 and in accordance with any process mutually agreed to by the parties. 9. Accounting. Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to an individual's request for an accounting of disclosures of their PHI in accordance with 45 CFR §164.528. Business Associate agrees to make available to Covered Entity the information needed to enable Covered 0 Entity to provide the individual with an accounting of disclosures as set forth in 45 CFR §164.528. Packet Pg. 1946 1.2.a 0 10. DHHS Access to Books, Records, and Other Information. Business Associate shall make available to the U.S. Department of Health and Human Services ("DHHS"), its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity for purposes of determining the Covered Entity's compliance with HIPAA. 11 . Individual Authorizations; Restrictions. Covered Entity will notify Business Associate of any limitation in its notice of privacy practices, any restriction to the use or disclosure of PHI that Covered Entity has agreed to with an individual and of any changes in or revocation of an authorization or other permission by an individual, to the extent that such limitation, restriction, change, or revocation may affect Business Associate's use or disclosure of PHI. 12. HITECH Act Compliance. Covered Entity and Business Associate agree to comply with the amendments to HIPAA included in the Health Information Technology for Economic and Clinical Health Act (the "HITECH Act"), including all privacy and security regulations issued under the HITECH Act that apply to Business Associate. M 13. Term. This Addendum shall take effect on the effective date of the Agreement, and shall continue in effect unless and until either party terminates , this Addendum or the Agreement. ' U) 14. Breach; Termination; Mitigation. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate's obligations under this Addendum, Covered Entity and Business Associate shall take any steps reasonably necessary to cure such breach and make Business Associate comply, and, if such steps are unsuccessful, Covered Entity may terminate this Addendum. Business Associate shall take reasonable actions available to it to mitigate any detrimental effects of such violation or failure to comply. 15. Return of PHI. Business Associate agrees that upon termination of this Addendum, and if feasible, Business Associate shall (a) return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, that Business Associate has continued to maintain in any form or manner and retain no copies of such information or, (b) if such return or destruction is not feasible, immediately notify Covered Entity of the reasons return or destruction are not feasible, and extend indefinitely the protection of this Addendum to such PHI and limit further uses and disclosures to those purposes that make the return or destruction of the PHI not feasible. 16. De-identified Health Information. Business Associate may de-identify any and 0 all PHI and may create a "Limited Data Set" in accordance with 45 C.F.R. § 164.514(b) & (e). Covered Entity acknowledges and agrees that de-identified Packet Pg. 1947 1.2.a 0 information is not PHI and that Business Associate may use such de-identified information for any lawful purpose. Use or disclosure of a Limited Data Set must comply with 45 CFR 164.514(e). 17. Survival. All representations, covenants, and agreements in or under this Addendum shall survive the execution, delivery, and performance of this 0 Addendum. 18. Further Assurances; Conflicts. Each party shall in good faith execute, acknowledge or verify, and deliver any and all documents which may from time to time be reasonably requested by the other party to carry out the purpose and intent of this Addendum. The terms and conditions of this Addendum will override and control any expressly conflicting term or condition of the Agreement. All non-conflicting terms and conditions of the Agreement shall remain in full force and effect. Any ambiguity in this Addendum with respect to the Agreement shall be resolved in a manner that will permit Covered Entity to comply with HIPAA. For the avoidance of doubt, a limitation on liability in the Agreement does not conflict with this Addendum. 19. Applicable Law. The parties acknowledge and agree that HIPAA may be M amended and additional guidance or regulations implementing HIPAA may be issued after the date of the execution of this Addendum and may affect the , parties' obligations under this Addendum. The parties agree to take such action ' as is necessary to amend this Addendum from time in order as is necessary for Covered Entity to comply with HIPAA. CL U) E U) 0 E Packet Pg. 1948 1.2.a 0 THIS ASP SERVICES ADDENDUM is subject to and made a part of the Agreement. Capitalized terms used and not defined in this Addendum have the meanings 6 assigned to them in the Definitions Addendum at„IIIIW„IIW ,I , II 'w' L.. I I 1 . Applicability and Fees. This Addendum applies to the hosting and maintenance (the "ASP Services") of ZOLL software, as modified, updated, and enhanced (the "Underlying Software"), for remote electronic access and use by Registered Users in substantial conformity with instructions for use of the ASP Services and the documentation and users manuals from time-to-time provided by ZOLL on the ZOLL Site (the "Instructions"), as listed in any Order that has not expired or been terminated in accordance with the Agreement. Fees for any ASP Services set forth in the Order for such ASP Services (the "ASP Services Fees"). 2. ASP Services. Subject to the terms and conditions of the Agreement, ZOLL will use commercially reasonable efforts to make the ASP Services available to Registered Users through the ZOLL Site over normal network connections in accordance with the Instructions, excepting downtime due to necessary M maintenance and troubleshooting. Customer, not ZOLL, shall be responsible for controlling Registered Users and protection of confidentiality of its login �? identifications and passwords. Customer acknowledges that (i) it is responsible U) for maintaining its interface and connectivity to the ASP Services and (ii) any CL facilities used for provision of the ASP Services may be owned or operated by ZOLL, or a ZOLL affiliate or a third party, or any combination of such facilities, as determined by ZOLL. Customer acknowledges that ZOLL may modify and upgrade the ASP Services, on an ongoing basis, to improve or adapt the ASP Services. Without limiting the foregoing, ZOLL will have the right, in its sole discretion, to develop, provide and market new, upgraded or modified ASP Services to Customer, including adding, removing or modifying the functionality or features of the ASP Services accessible by Registered Users. ZOLL will use commercially reasonable efforts to notify Customer within a reasonable period of time prior to the implementation of such changes so that Customer is reasonably informed of alterations to the ASP Services that will affect the ASP Services and Customer's use of them. 3. Access Software. Subject to the terms and conditions of this Agreement, ZOLL grants to Customer, during the Term, a non-exclusive, non-transferable, non- sublicensable license for Registered Users to access and use the ASP Services using the ZOLL software that Registered Users may download at the ZOLL Site to access the ASP Services, as modified, updated and enhanced (the "Access Software"), each as made available to Customer through the ZOLL Site, solely N for Customer's internal business purposes and solely in accordance with the Instructions. c� Packet Pg. 1949 1.2.a 0 4. Restrictions. Customer shall not, and shall not permit any third party to: (a) use, reproduce, modify, adapt, alter, translate or create derivative works from the ASP Services, Underlying Software, Access Software or Instructions; (b) merge the ASP Services, Underlying Software, Access Software or Instructions with other software or services; (c) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer or allow access to the ASP Services, Underlying Software, Access Software or the Instructions to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to alter or derive the Source Code for the ASP Services, Underlying Software or Access Software; (e) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the ASP Services, Underlying Software, Access Software or Instructions; or (f) otherwise use or copy the ASP Services, Underlying Software, Access Software, or Instructions in any manner not expressly permitted by the Agreement. Customer agrees not to use the ASP Services in excess of its authorized login protocols. Customer shall immediately notify ZOLL of any unauthorized use of Customer's login ID, password or account or other breach of security. If Customer becomes aware of any actual or threatened activity contemplated by the restrictions on use set forth in this section, Customer will, and will cause Registered Users to, immediately take all N reasonable measures necessary to stop the activity or threatened activity and �! to mitigate the effect of such activity including: (i) discontinuing and limiting any improper access to any data; (ii) preventing any use and disclosure of U) improperly obtained data; (iii) destroying any copies of improperly obtained n data that may have been made on their systems; (iv) otherwise attempting to mitigate any harm from such events; and (v) immediately notifying ZOLL of any such event so that ZOLL may also attempt to remedy the problem and prevent its future occurrence. 5. Warranty. Subject to Customer's payment of the Fees, ZOLL represents and warrants that during the Term that (i) ZOLL has the right to license the Access Software and Instructions and make the ASP Services available to Customer pursuant to this Agreement and (ii) the ASP Services, when used as permitted and in accordance with the Instructions, will materially conform to the Instructions. ZOLL does not warrant that Customer's use of the ASP Services will be error free or uninterrupted. Customer will notify ZOLL in writing of any breach of this warranty, and request a correction of the warranted nonconformity. If ZOLL is unable to provide a correction or work-around pursuant to the terms governing the provision of the ASP Services after using commercially reasonable efforts, ZOLL may terminate this Agreement upon written notice to Customer. This Section 5 sets forth Customer's exclusive remedy, and ZOLL's entire liability, for breach of the warranty for the ASP Services contained herein. The warranty set forth in this Section 5 is qualified in its entirety by, and subject to, Section 3 of the Terms and Conditions. 6. Service Level Agreement. Packet Pg. 1950 1.2.a 0 6.1 . Downtime. "Downtime", expressed in minutes, is any time the ASP Services are not accessible to Registered Users. 6.2. Planned Downtime. "Planned Downtime" is Downtime during which ASP Services may not be available in order for ZOLL to continue to provide commercially reasonable services, features and performance to its customers. 0 Planned Downtime includes, but is not limited to: (a) Standard Maintenance; and (b) Emergency Maintenance. "Standard Maintenance" is performed when upgrades or system updates are desirable (including, without limitation, standard software release and non-critical software updates). "Emergency Maintenance" is performed when a critical system update must be applied quickly to avoid significant Downtime (including, without limitation, hardware patches that address server vulnerabilities or a critical software update). Standard Maintenance may be performed weekly on Monday and Wednesday between the hours of 7 p.m. to 11 p.m. Mountain Time. ZOLL will provide Customer with notice at least 24 hours in advance of the Standard Maintenance. ZOLL will make reasonable efforts to notify the Customer of any Emergency Maintenance at least 30 minutes in advance. 6.3. Excused Downtime. "Excused Downtime" time is Downtime caused by: (a) N services, software or hardware provided by anyone or any entity other than �! ZOLL (such as the cellular network carrier or the mobile handset provider), (b) software, services or systems operating outside of a ZOLL Site, including any U) software or systems operating on a Customer's premises (including ZOLL n software operating on such premises); (c) a Force Majeure Event or (d) Customer's failure to comply with its obligations under the Agreement or use of the ASP Services in ways that were not intended (including, without limitation, as a result of actions or omissions of a Customer's representative in connection with any administrative rights, including database access rights, that a Customer requests be granted to such representatives when such Customer has elected to receive, and is receiving, Managed Services or otherwise). CU 6.4. Unplanned Downtime. Unplanned Downtime in a calendar month is expressed as a percentage calculated as follows: (Downtime- (Planned Downtime Excused Downtime) x 100 x%, where `Y' is Unplanned Downtime. I Total) number of minutes in the calendar month CU 6.5. Unplanned Downtime Goal. ZOLL shall provide the ASP Services such that there is less than 1% of Unplanned Downtime in a calendar month (the "Unplanned Downtime Goal"). The ASP Services covered by the Unplanned Downtime Goal are those for which Customer has paid all Fees when due and is Packet Pg. 1951 1.2.a 0 using in the course of carrying out its normal business operations in accordance with the Agreement. 6.6. Incident Monitoring and Reporting. Problems with the ASP Services can be reported by Customer as provided in the Maintenance Services Addendum. 6.7. Revocation of Administrative Rights. Notwithstanding anything to the _ contrary in the Agreement, ZOLL may revoke administrative rights, including database access rights, if the use of any such rights results in (i) Downtime or (ii) more than five (5) Support Tickets. 6.8. Customer Content; Security; Backup. CL CL 6.8.1 . Customer Content. As between ZOLL and Customer, and without limiting the rights of any patient, Customer will retain all right, title and interest in and to all data, information or other content provided by Customer in its use of the ASP Services ("Customer Content"); provided, however, that ZOLL may de-identify and use Customer Content for any lawful purpose consistent with all applicable law. 6.8.2. Security. Subject to Customer's obligations under this Agreement, ZOLL will implement commercially reasonable security measures within the ASP Services in an attempt to prevent unlawful access to Customer Content by third parties. , Such measures may include, where appropriate, use of updated firewalls, ' commercially available virus screening software, logon identification and passwords, encryption, intrusion detection systems, logging of incidents, periodic reporting, and prompt application of current security patches and virus W definitions. 6.8.3. Backup of Customer Content. Although ZOLL will use commercially reasonable efforts to maintain the integrity of the Customer Content, to back up the Customer Content, and to provide full and ongoing access to the ASP Services, loss of access to the ASP Services and loss of Customer Content may occur. Customer will make provisions for additional back-up storage of any critical Customer Content and shall be responsible for compliance with all records retention requirements applicable to Customer. ZOLL will not be responsible for any loss, corruption of or inaccessibility of the Customer Content due to interruption in the ASP Services or otherwise arising out of circumstances not within ZOLL's control. 6.8.4. Availability of Customer Content. It is Customer's responsibility to maintain any Customer Content that it requires for archival purposes, ongoing management of its operations and compliance with applicable records retention requirements. Unless specified otherwise in the Agreement, ZOLL will store Customer Content, other than Inactive Customer Content as defined below (the "Active Customer Content"), in ZOLL's working data set until the earlier of (i) with respect to RescueNet @Work, 13 months, and with respect to Packet Pg. 1952 1.2.a 0 other ASP Services, five years (in each case calculated from the date of creation of such Customer Content, or ZOLL's receipt of such Customer Content, whichever is later) or (ii) the expiration or termination of this Agreement or the Order or SOW under which such Active Customer Content was stored (the "Active Retention Period"). Upon the expiration of the Active Retention Period, MILL will notify Customer in writing and will provide Customer the option, which Customer shall exercise by informing MILL in writing, within 30 days of receiving the notice, that either (a) Customer wishes to receive Active Customer Content in a database determined by MILL in its sole and absolute discretion (a "Database"), or (b) Customer will pay ZOLL, at ZOLL's then-current storage rates and upon ZOLL's then-current terms and conditions, to continue to store the Active Customer Content. If Customer fails to exercise one of the foregoing options within such 30-day period, MILL will have the right to destroy the Active Customer Content. During the time MILL stores Customer Content for Customer hereunder, MILL may periodically identify Customer Content that has had no activity associated with it for at least 180 days ("Inactive Customer Content") and will notify Customer in writing of its intent to remove the Inactive Customer Content from ZOLL's working data set and destroy such data, unless Customer requests, in writing, within 30 days of receiving the notice from ZOLL, that either N (z) Customer wishes to receive the Inactive Customer Content in a Database, or �! (y) Customer will pay ZOLL, at ZOLL's then-current storage rates and upon ZOLL's then-current terms and conditions, to continue to store such Inactive Customer U) Content. If Customer fails to exercise one of the foregoing options within such n 30-day period, MILL will have the right to destroy the applicable Inactive Customer Content in its possession or under its control. Except for this Section 6.8.4, the terms of Section 6 of this Addendum (including, without limitation, the Unplanned Downtime Goal) do not apply to Customer's access of Inactive Customer Content. Customer represents, warrants and agrees that it (A) is solely responsible for determining the retention period applicable to it with respect to Customer Content maintained by ZOLL; (B) has consulted with or has had the opportunity to consult with legal, information governance or records management professionals; and (C) is not relying upon MILL to assist with determining the records maintenance or retention requirements applicable to it. 6.8.5. Remedies. A "Service Credit" means a percentage of the monthly ASP Services Fee to be credited to Customer (subject to Customer's written request I therefor and ZOLL's verification thereof) for any ASP Service for which the Unplanned Downtime Goal is exceeded in a calendar month. For any calendar month where the aggregate total of Unplanned Downtime for any ASP Service exceeds one percent MILL will provide a 10% Service Credit towards Customer's monthly ASP Services Fee for such ASP Service that was affected; provided, that Customer (i) requests such Service Credit in writing within 30 days of the end of the calendar month in which such Unplanned Downtime occurred, (ii) includes in such request the nature of, and date and time of such Unplanned Downtime Packet Pg. 1953 1.2.a 0 and (iii) such Unplanned Downtime is verified by ZOLL. Such Service Credit will be applied to a future month's invoice for such ASP Services, which typically is two months later. Failure to submit a written request for Service Credit as provided in this Section 6.8.5 shall constitute a waiver of such Service Credit by Customer. Further, Service Credits shall not be issued if Customer is not current on all Fees due and payable. _ 6.8.6. Limitation on Remedies. The remedies set forth in this Section 6 shall be the Customers' sole and exclusive remedies with respect to ZOLL exceeding the Unplanned Downtime Goal. 6.8.7. Modifications. Changes to this Section 6 may be made from time to time at ZOLL's sole discretion. Customer will be notified of any such changes that are material. 7. Insurance Discovery, Insurance Verifier, Demographic Verifier and Self-Pay Analyzer. With respect to any use by Customer of Insurance Discovery, Insurance Verifier, Demographic Verifier or Self-Pay Analyzer, either separately or as part of RescueNet® Billing Pro, (a) Customer shall comply with all applicable federal, state and local laws, statutes, rules and regulations ("Applicable Laws"), which may include but are not necessarily limited to the Gramm-Leach-Bliley Act, Title V, Subtitle A, Financial Privacy, 15 U.S.C. § 6801-6809 and the rules and , regulations promulgated thereunder ("GLBA"), the Fair Credit Reporting Act, 15 ' U.S.C. §1681 et seq. and the rules and regulations promulgated thereunder ("FCRA"), the Drivers Privacy Protection Act, 18 U.S.C. Section 2721 et seq. and the rules and regulations promulgated thereunder (the "DPPA") and similar or W associated state laws and regulations governing the use and disclosure of drivers' license information, as they each may be respectively interpreted from time to time by competent legislative, regulatory or judicial authority; (b) Customer shall use Insurance Discovery, Insurance Verifier, Demographic Verifier and Self-Pay Analyzer only for permitted uses under, and shall maintain their confidentiality as required by, Applicable Laws; (c) without limiting the foregoing, Customer shall not request, obtain or use Insurance Discovery, Insurance Verifier, Demographic Verifier or Self-Pay Analyzer (i) for marketing purposes prohibited by GLBA or FCRA; (ii) to take any adverse action (as defined in FCRA) against any consumer (also as defined in FCRA) unless Customer complies with FCRA's adverse-action notice requirements; (iii) with I respect to information from motor vehicle records, for any purpose other than to verify the accuracy of personal information, and, if such information is not correct, to obtain correct information to prevent fraud, pursue legal remedies or recover on a debt or security interest, in each case as permitted by the DPPA; (iv) with respect to consumer reports and credit scores, for any purpose other than a one-time legitimate business need or other purpose permitted by, and in accordance with the confidentiality requirements of, FCRA, and not for model calibration, model development or reverse engineering; or (v) with respect to U Packet Pg. 1954 1.2.a 0 demographic data, for any purpose other than a one-time use in accordance with an exception set forth in Section 6802(e) of GLBA; (d) Customer expressly acknowledges and agrees that when Demographic Verifier or Self-Pay Analyzer to be provided to Customer under the Agreement uses reference services or consumer reports, ZOLL and its credit reporting agency data sources do not express any opinion regarding a Consumer's creditworthiness in rendering such _ Demographic Verifier or Self-Pay Analyzer; (e) FCRA PROVIDES THAT ANY PERSON WHO KNOWINGLY AND WILLFULLY OBTAINS INFORMATION ON A CONSUMER FROM A CONSUMER REPORTING AGENCY UNDER FALSE PRETENSES SHALL BE FINED UNDER TITLE 18 OF THE UNITED STATES CODE OR IMPRISONED NOT MORE THAN TWO YEARS, OR BOTH; (f) Customer hereby confirms and designates ZOLL as Customer's agent for the limited and sole purpose of, on Customer's behalf, requesting, receiving, handling, processing and delivering Insurance Discovery, Insurance Verifier, Demographic Verifier and Self-Pay Analyzer to Customer; and (e) any incorporation or integration of Insurance Discovery, Insurance Verifier, Demographic Verifier or Self-Pay Analyzer into a product or service of Customer or a third party shall require the prior, written consent of ZOLL, which may be granted or withheld in ZOLL's sole and absolute discretion, 8. End of Life. Notwithstanding anything to the contrary in the Agreement, ZOLL may cease providing any ASP Services upon at least six months advance notice , to Customer. ' U) 2 CL X U) E E Packet Pg. 1955 1.2.a 0 THIS SOFTWARE LICENSE ADDENDUM is subject to and made a part of the Agreement. Capitalized terms used and not defined in this Addendum have the 6 meanings assigned to them in the Definitions Addendum at„IIIIW„IIW ,I , II 'w' L.. I I 1 . Applicability and Fees. This Addendum applies to any Software listed in an Order that has not expired or been terminated in accordance with the Agreement. Fees for any Software are set forth in the Order for such Software (the "Software Fees"). Except as expressly provided in the Agreement, Software Fees are not refundable. 2. Delivery. ZOLL shall deliver the Software to the address for the delivery specified in the Order for such Software. All shipments will be F.O.B. point of shipment. Risk of loss passes to Customer upon shipment. n� 3. Software. Subject to the terms and conditions of the Agreement, ZOLL grants to Customer a perpetual, non-exclusive, non-transferable license to: (a) install and use any computer software program listed in any Order and any modified, updated or enhanced version of such program that ZOLL may provide to Customer pursuant to the Professional Services or Maintenance Services (the N "Software") in Executable Code in the quantity and accordance with the License Type specified in such Order for Customer's internal business purposes; (b) make one copy of the Software solely for backup or archival purposes; (c) copy and reproduce the user's manuals provided to Customer along with the Software (the "Documentation") provided to Customer solely for the purposes of facilitating Customer's use of the Software; and (d) install a duplicate system solely for training new staff members or testing configuration changes and software updates. Maintenance Services do not apply to this training or testing system and ZOLL reserves the right to charge additional fees for Maintenance Services on it. CU 4. Restrictions. Except as expressly permitted by the Agreement, Customer shall not, and shall not permit any third party, to: (a) use, reproduce, modify, adapt, alter, translate or create derivative works from the Software or the Documentation; (b) merge the Software with other software; (c) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer the Software or the Documentation to any third party; (d) reverse engineer, U) decompile, disassemble, or otherwise attempt to derive the Source Code for the Software; (e) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the Software; or (f) otherwise use or copy CU CU the Software or Documentation in any manner not permitted by the Agreement. Customer agrees to install and use the Software only in strict compliance with the applicable License Type and all of the other terms of this Agreement. Without limiting the generality of the foregoing, Customer covenants to comply with all limitations imposed by the applicable License Type Packet Pg. 1956 1.2.a 0 with respect to the number of servers, personal computers and portable devices on which Customer may install the Software hereunder and the number of 0 Customer users that may use the Software hereunder. 5. Warranty. Subject to Customer's payment of the Fees, ZOLL warrants for the 90-day period commencing on the Deployment Effective Date of any Software 0 that such Software, when installed by ZOLL and used as permitted and in accordance with the instructions in the Documentation, will operate substantially as described in the Documentation (the "Software Warranty Period"); provided, that no Software Warranty Period shall apply to any type of Software previously licensed by Customer or any module for such type of Software. ZOLL does not warrant that the Customer's use of the Software will be error free or uninterrupted. ZOLL will, at its own expense and as its sole obligation and Customer's exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct any reproducible error in the Software reported to ZOLL by Customer in writing during the Software Warranty Period. Any such error correction provided to Customer will not extend the original Software Warranty Period. The warranty set forth in this Section 5 is qualified in its entirety by, and subject to, Section 3 of the Terms and Conditions. M 6. License Types. Customer shall install and use Software in accordance with the �! type of license that has been granted in the Order for such Software ("License Type"). Software may contain a software license management tool (a "License U) Manager") that regulates Software use. Customer may not install or use the n Software in a manner that circumvents or interferes with the operation of the License Manager or any other technological measure that controls access to the Software. CU U) U) 0 E Packet Pg. 1957 1.2.a 0 License m 4- Concurrent Custmuter harva the tight to a IUU the Softwwrare on au urulmuued uuauuber of serters fox use concictrendy by a number of Custonrel Usern asp to to User Licence mumtber of uuser licenses Custortuw har purchased. The hcenre is not limited to asay°specifically identified Customer rarer,but is Imitted by the total number of Customwea urers who=y,access the Sow are at way one tune. q Crewdce Custmnaer has the rn hl to utstall thie Soft-are on a spectfic murtaber of compatible parsomal computers or other portable des aces up to ahe number of License licesaaes Ctsatozmar his purclaared. The Sofh ate may be accessed and used by in uuirtufted murnbea of Cuatornar users,so➢ong is the Software is ., Lo,➢ accesrd from azuy°of the peal anal c putera 01 other poruble devices far+nhlcb Cu!uosser has purchzsed the hce we, s' 'Node Customer has the right to anstall tha Soft-are on am trarluniced nuunber of ao patible personal craters or devices(each,a `4ode�°"),burr the rumbex License cf Nodes that caus actively use the Saft re at any one dw,.is limited by the total number of lioenses p�urc�bared by the Customer. Once a!brcemse is 0 (n."'NLI) made active on a Node,at rill remain actwe on dw Node until either due Spode times out,b aurae rio coutaat has beez made,baveeu the Node and 0 dre server for vipecified peauod of ilia*,or the meal ay°stema aailontrusraator reoisips the dnreuwe WhAt a hcetsce is reassra�d from a Node,That Node rsaay,not bane zriodm, license aysiped to it for a def ed pexiod of th e,The Soth-vere may be aact"sed aad used by an unlun ted nuuabes of Cra ome; � usets ro 12n1,as tl muruber ofytodes actively usury the Software arc axty one stare dins not exceed fha teasel➢titenxea. 00 Population Customer has the r€ghl to install the Softwware on an unlanved,numuber of compatible personal,compares or wee:ers far use concuuemtly'by'an Gil Llt+saase rum,linined number of Cmtomer users to masrsage a number of resources 1a.e crewv members Kbeduled,vehicles tracked,etc.,➢'udaich utunber of 0 ^pew p resources as limited by the m,tariber of licens n Custo+mtea has purchased The license ss not➢inured to any°specifically idennf°red resozrceB or users butCL is lnzzAe4 by the total uramber of sesoirrce hcrosee that C+iust=a has Vacerased ax desrnbed above e. CL prtarrpal principal License,grants Custoaner the right to install the Software our a Customer mesa^olk drive err Cusionser-owwxssd coampaatible personal computer Li en,se that may be au„cessed and used by an uuluxut'oed muumnber of euup➢oy m,directors,parmcrpals,parwmer s,comsuhamts and apeaacs of Cuusaoaaea(ColW ctn ely, P ," <"Pwm �reex"'.Ptn ees nave°urea dfstrdRaute the o&faw•are to �soms *neither teho ase mot Csm �vees. � Site d a cease Stu,Lacen" azu Customer the right as arcess tlas Software homt am uitlindred uumrber of caaurpaubk permaaaal cos puters at a spet rfic loc anwrar Vith 0 („�S'L") a r ique item add°reis It "°S,io"ji he Softacare way be accessed azad used by.no unlimited cumbex of uRrs only at the Site, tgy Subscxrptron Subscription L ucemte Vants Cu"omer the right to uustadl the Sssftwwure on an unlimited number of compatible personal cormputers,devices,or sea'urern, y License for mw by may numtex of Cuscm er usexs to perform Dispatch,Billnig,ScIseduhirg,or to fullimtp the entry of"pauemt or fire reeds„as tpecified,on � ST Tl" err Orden,The lrteuse fa riot Inaaired to any t,pecrfutally,'idenufue4d 0astonser users, Third PaM Thud peaty,°Lutemae is defined by a third pa:y^aoffuw^are prowmiler and urayr be mrote par r,cralatly dnctabed ma corresponding nursed exhibit ha lsfs � Licexzse agreenaezat or subjm to the End 17sex T arernse a eeruexaa pies,°ailed by the third party sofduw are prow ides wwith the dnstrt"ttuioart of the softwwue pacicape TPL'"w star d by ZOLL to Customer, C°J C°J 01 7. NEMSIS Extracts. If the Standard NEMSIS Extract is included as a line item on any Order, Customer acknowledges that it is being provided with the Standard NEMSIS Data Extract for the purposes of data reporting to Customer's specific 0. state or states. While NEMSIS has established a standard set of reportable data elements, certain states may elect to collect data that is outside the scope of the documented NEMSIS Data Dictionary. For each state that defines such requirements outside this data dictionary, it is ZOLL's goal to develop a state- specific plug-in to the Standard NEMSIS Data Extract in order to meet these requirements. Should Customer require such a plug-in to the NEMSIS Extract in order to meet these state requirements, Customer must purchase a state- specific NEMSIS Plug-In from ZOLL when available. 8. ICC Codes. If ICC Codes are included as a line item on any Order, the Software provided to Customer under this Agreement contains information which is proprietary to and copyrighted by or licensed to International Code Council, Inc. (the "ICC Codes"). The portions of information copyrighted by or licensed to the International Code Council, Inc., have been obtained and reproduced with permission. The acronym ICC®, the ICC logo, (Insert Code Title) are federally protected trademarks and service marks of ICC. All other code titles are the trademarks and services marks of the International Code Council, Inc. Without advance written permission from the International Code Council, Inc., no part of the International Code Council, Inc.'s copyrighted or licensed material may be reproduced, distributed or transmitted in any form of by any means, including, without limitation, electronic, optical or mechanical means Packet Pg. 1958 1.2.a 0 (by way of example and not limitation, photocopying, printing, or recording by or in an information storage retrieval system). For information on permission to copy the International Code Council, Inc. materials, please contact: Publications, 4051 West Flossmoor Road, Country Club Hills, IL 60478. Phone 1- 888-ICC-SAFE (422-7233). 0 9. Insight Analytics. Provided the Customer is current on payments of Maintenance Fees for the Software, Customer may subscribe, at no additional charge, to ZOLL Online by agreeing to the terms of the Application Service Provider Agreement available on www.zollonline.com, pursuant to which Customer shall receive access, at no additional charge, to ZOLL's Insight Analytics product, subject to the terms of such agreement. However, ZOLL's provision of www.zollonline.com and Insight Analytics is not a material term of the Agreement and ZOLL shall not be deemed to be in breach hereof if www.zollonline.com or Insight Analytics is modified or discontinued. n� 10. End of Life. Notwithstanding anything to the contrary in the Agreement, ZOLL may cease providing any Software and support therefor upon at least six months advance notice to Customer. U) 2 CL X U) E E Packet Pg. 1959 1.2.a 0 THIS AR BOOST AND RELATED PRODUCTS AND SERVICES ADDENDUM is subject to and made a part of the Agreement. Capitalized terms used and not defined in 6 this this Addendum have the meanings assigned to them in the Definitions Addendum at hjjpsjZZwww.zolldata.com/I _qa I 0 1. Applicability. This Addendum applies to any use by Customer of Insurance Discovery, Insurance Verifier, Demographic Verifier, Self-Pay Analyzer, Deductible Monitoring, Claims Status, Enhanced MBI Discovery or related products and services, either separately or as part of ZOLL Billing, RescueNet® Billing Pro, Packaged Services, Packaged Services Premium, AR Boost or another combination of products or services (collectively "AR Boost and Related Products and Services"), as listed in an Order that has not expired or been terminated in accordance with the Agreement. AR Boost and Related Products and Services, except Professional Services associated with ARxChange, are ASP Services and, as such, this Addendum supplements, but does not replace, the ASP Services Addendum; provided, that for the avoidance of doubt, AR Boost and Related Products and Services may be delivered not only through the ZOLL Site, but also through application programming interface or secure file transfer protocol, or a combination of such methods. N 2. Compliance. With respect to each Customer request for AR Boost and �? Related Products and Services, Customer and its employees will request, obtain U) and use AR Boost and Related Products and Services solely for purposes specified by Customer in its application for such products and services ("Application") and comply with all applicable federal, state and local laws, statutes, rules and regulations ("Applicable Laws"), including, but not limited to, of the Gramm-Leach-Bliley Act, Title V, Subtitle A, Financial Privacy, 15 U.S.C. § 6801-6809 and the rules and regulations promulgated thereunder ("GLB"); the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq. and the rules and regulations promulgated thereunder ("FCRA"); and the Drivers Privacy Protection Act, 18 U.S.C. Section 2721 et seq. ("DPPA") and similar or associated state laws and regulations governing the use and disclosure of drivers' license information, as they each may be respectively interpreted from time to time, by competent legislative, regulatory or judicial authority (the "Permitted Uses"). Customer certifies that the information in the Application is true and correct in all material respects and the person signing for Customer has direct knowledge of all facts certified. Customer will promptly notify ZOLL of any material changes in such information. 3. Consumer Reports. With respect to consumer reports obtained through AR Boost and Related Products: 0 3.1. Customer is a healthcare provider or engages in such other business as is specified in the Application and has a permissible purpose for obtaining consumer reports in accordance with FCRA. Customer certifies its permissible Packet Pg. 1960 1.2.a 0 purpose as: (i) in connection with a credit transaction involving the consumer on whom the information is to be furnished and involving the extension of credit to, or review or collection of an account of, the consumer; (ii) in accordance with the written instructions of the consumer; or (iii) for a legitimate business need in connection with a business transaction that is initiated by the consumer. 3.2. Customer certifies that it shall use the consumer reports: (i) solely for Customer's certified use(s); and (ii) solely for Customer's exclusive one-time use. Customer shall not request, obtain or use consumer reports for any other purpose including, but not limited to, for the purpose of selling, leasing, renting or otherwise providing information obtained under this Agreement to any other party, whether alone, in conjunction with Customer's own data, or otherwise in any service which is derived from the consumer reports. The consumer reports shall be requested and disclosed by Customer only to Customer's designated and authorized employees having a need to know and only to the extent necessary to enable Customer to use the consumer reports in accordance with this Agreement. Customer shall ensure that such designated and authorized employees shall not attempt to obtain any consumer reports on themselves, associates or any other person except in the exercise of their official duties. 3.3. Customer will maintain copies of all written authorizations for a minimum of �! five (5) years from the date of inquiry. 3.4. THE FCRA PROVIDES THAT ANY PERSON WHO KNOWINGLY AND WILLFULLY 2 OBTAINS INFORMATION ON A CONSUMER FROM A CONSUMER REPORTING 0. AGENCY UNDER FALSE PRETENSES SHALL BE FINED UNDER TITLE 18 OF THE UNITED W STATES CODE OR IMPRISONED NOT MORE THAN TWO YEARS, OR BOTH. 3.5. Customer shall use each consumer report only for a one-time use and shall CU hold the report in strict confidence, and not disclose it to any third parties; provided, however, that Customer may, but is not required to, disclose the report to the subject of the report only in connection with an adverse action CU based on the report. Moreover, unless otherwise explicitly authorized in an agreement between ZOLL and Customer for scores ("Scores"), or as explicitly otherwise authorized in advance and in writing by ZOLL, Customer shall not disclose to consumers or any third party, any or all such scores provided under such agreement, unless clearly required by law. U) 3.6. With just cause, such as violation of the terms of this Addendum or a legal requirement, or a material change in existing legal requirements that adversely affects this Addendum, ZOLL may, upon its election, discontinue serving CU Customer and cancel all Orders subject to this Addendum immediately. CU 3.7. Customer will request Scores only for Customer's exclusive use. Customer 0 may store Scores solely for Customer's own use in furtherance of Customer's original purpose for obtaining the Scores. Customer shall not use the Scores for Packet Pg. 1961 1.2.a 0 model development or model calibration and shall not reverse engineer the Score. All Scores provided hereunder will be held in strict confidence and may never be sold, licensed, copied, reused, disclosed, reproduced, revealed or made accessible, in whole or in part, to any person, except (i) to those employees of Customer with a need to know and in the course of their employment; (ii) to those third party processing agents and other contractors of Customer who have executed an agreement that limits the use of the Scores by the third party only to the use permitted to Customer and contains the prohibitions set forth herein regarding model development, model calibration, reverse engineering and confidentiality; (iii) when accompanied by the corresponding reason codes, to the consumer who is the subject of the Score; (iv) to government regulatory agencies; or (v) as required by law. 4. Demographic Verifier. With respect to ID Manager Verification, ID Manager Authentication and Advanced Person Search, which are services used in Demographic Verifier, (i) Customer certifies that it is the user of such services and Customer and its employees will request, obtain and use such services only in the normal course of business to verify the accuracy of information submitted by the consumer and, if it is not correct, to obtain the correct information, but only to protect against or prevent unauthorized transactions, claims or other liability; (ii) Customer shall not request, obtain or use such services for marketing , purposes nor for any other purpose, except as expressly provided herein; (iii) ' Customer shall not take any adverse action, as defined in FCRA, based on such services, against any consumer, as defined in FCRA; (iv) Customer shall not use such services, in whole or in part, as a factor in establishing an individual's W creditworthiness or eligibility for credit or insurance, or employment, or for any other purpose under FCRA; and (v) for each such ID Manager Authorization ("IDMA") service using consumer reports requested by Customer pursuant to the written authorization of the individual who is the subject of the individual IDMA service request, Customer certifies that prior to requesting such IDMA service, CU Customer shall require each individual to expressly and affirmatively authorize Customer, ZOLL and its vendor to obtain, access and examine such individual's credit files for the purpose of performing an identity authentication check and attempting to confirm the information submitted by such individual, and furnish information regarding the results of such identity authentication check to Customer; Customer shall ensure that each such individual authorization I contains at a minimum the individual's name, address, social security number (where available) and legally enforceable electronic or written authorization or signature; Customer shall retain copies of such authorizations for a minimum of CU thirty (30) months from the date of inquiry, and make such authorizations CU available to ZOLL and its vendor upon written request; failure to furnish evidence of an authorization to ZOLL and its vendor upon request shall be deemed a material breach of this Addendum and grounds for termination; and no opinion Packet Pg. 1962 1.2.a 0 is expressed regarding a consumer's creditworthiness in rendering such services. Advanced Person Search may be accessed only within the United States. 5. Billing Agent Responsibilities. If Customer provides third party invoicing or billing services to healthcare providers, then it shall (i) not provide or share data from AR Boost and Related Products and Services with any other third party 0 (including but not limited to such providers); (ii) operate independently from such providers in using such data (i.e., set the criteria for using, and determining if and when to use such data); and (iii) as part of such provider's conditions of admission or other related patient consent forms, require such providers to expressly identify Customer and secure the written consent of each patient for Customer to obtain patient's consumer report. 6. Security. Without limiting any other obligations of Customer found herein, Customer shall implement, and shall take all measures to maintain, commercially reasonable and appropriate administrative, technical and physical security safeguards (the "Safeguards") designed to (a) ensure the security and confidentiality of the AR Boost and Related Products and Services that Customer receives from MILL, directly or indirectly, under the Agreement; (b) protect against any and all reasonably anticipated threats or hazards to the N security or integrity of such AR Boost and Related Products and Services; and (c) �! protect against unauthorized access or use of such AR Boost and Related Products and Services that could result in substantial harm or inconvenience to any consumer. Customer shall immediately, but in no event later than twenty- n four (24) hours after the occurrence of any of the following, notify MILL by phone and in writing in the event: (i) of any changes to Customer's business, or L- in the event any other circumstances arise, that Customer knows, or has reason to know, will have a material adverse impact on the Safeguards; (ii) Customer becomes aware that the Safeguards are otherwise insufficient to meet its obligations under this section, or (iii) Customer becomes aware of any unauthorized disclosures, or other misappropriation, of any information provided to Customer by MILL, including but not limited to theft, loss or interception of the AR Boost and Related Products and Services, unauthorized use of ZOLL-supplied identification codes and passwords, unauthorized entry to the facilities where MILL data may have been accessible, or unauthorized release of or access to MILL data by an employee or agent of Customer, resulting from a breach of the Safeguards or otherwise. Customer shall fully cooperate with MILL in mitigating any damages due to any misappropriation or unauthorized use or disclosure of U) any AR Boost and Related Products and Services or other information provided by MILL to Customer. Such cooperation shall include, but not necessarily be limited to, allowing MILL to participate in the investigation of the cause and extent of such misappropriation and/or unauthorized disclosure. Such 0 cooperation shall not relieve Customer of any liability it may have as a result of such a misappropriation or unauthorized disclosure. Customer agrees, that to the extent any such unauthorized use, unauthorized disclosure, misappropriation Packet Pg. 1963 1.2.a 0 or other event is due to Customer's negligence, intentional wrongful conduct or breach of this Agreement, Customer shall be responsible for any required consumer, public or other notifications and all costs associated therewith; provided that except to the extent required to comply with applicable law, Customer shall make no public notification, including but not limited to press releases or consumer notifications, of the potential or actual occurrence of such misappropriation or unauthorized disclosure without ZOLL's prior written consent. Failure of Customer to fully cooperate with ZOLL In mitigating any damages due to any misappropriation or unauthorized use or disclosure of consumer reports or other information provided by ZOLL to Customer may result in immediate suspension or termination of this Agreement by ZOLL, at its sole discretion. 7. Data. Notwithstanding anything to the contrary in the Agreement, (i) while ZOLL obtains data used for AR Boost and Related Products and Services except Customer Content ("Data") in good faith from a variety of third-party public and private sources ("Sources") that ZOLL believes to be reliable in general, ZOLL does not warrant that any particular item of Data provided as a result of the AR Boost and Related Products and Services is accurate; (ii) Customer acknowledges that information from such third-party sources is sometimes entered poorly, processed incorrectly, and is generally not free from defect; and (iii) DATA IS PROVIDED "AS-IS", WITH NO WARRANTIES OF ANY KIND, WHETHER , EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY, INCLUDING WITHOUT LIMITATION, THOSE AS TO QUALITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, OR CORRECTNESS, AND THOSE WARRANTIES THAT MIGHT BE IMPLIED FROM A COURSE OF PERFORMANCE OR DEALING OR TRADE W USAGE AND WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER ZOLL NOR ANY THIRD PARTY FROM WHOM ZOLL OBTAINS THE DATA SHALL BE LIABLE TO CUSTOMER OR TO ANY PERSON CLAIMING THROUGH CUSTOMER OR TO WHOM CUSTOMER MAY HAVE PROVIDED DATA FOR ANY LOSS OR INJURY ARISING OUT OF OR RELATED TO ZOLL'S OR THIRD PARTY'S ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING, OR DELIVERING THE DATA. IF, NOTWITHSTANDING THE FOREGOING, LIABILITY CAN BE IMPOSED ON ZOLL AND/OR ANY THIRD PARTY FROM WHOM ZOLL OBTAINS THE DATA, ZOLL AND ANY SUCH THIRD PARTY'S ENTIRE AGGREGATE LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES NOT EXCEEDING THE AMOUNT OF FEES PAID BY CUSTOMER DURING THE SIX (6) MONTH I PERIOD IMMEDIATELY PRECEEDING THE EVENT WHICH GAVE RISE TO THE LIABILITY. As between ZOLL and Customer, ZOLL will retain all right, title and interest in and to all Data. ZOLL grants Customer a restricted personal, nonexclusive, non- CU transferable, non-sublicenseable, revocable license to obtain and use the Data CU solely for Permitted Uses as permitted by this Addendum and all applicable laws, rules, regulations and regulatory directives. 8. Sources. Sources are confidential, constitute ZOLL Confidential Information, and may vary over time. ZOLL does not promise that any particular Source will Packet Pg. 1964 1.2.a 0 be retained for Data, that the number of Sources will not decline or that the number of records represented by Data will not decline, provided, however, that if such decline results in a material adverse change to the AR Boost and Related Products and Services such that (i) the number of records represented by Data materially and adversely declines (resulting in a material diminishment of the usefulness of the AR Boost and Related Products and Services for the _ purpose sought) or (ii) critical data elements (such as, for example, names or phone numbers) upon which Customer relies for its business needs are no longer present, Customer shall have the right to terminate the Agreement in accordance with, and subject to the provisions of, the Agreement pertaining to termination for cause. "Material" as used herein shall mean that to which a reasonable person would attribute a level of significance that would impact the decision to enter into this Agreement or consummate the transactions contemplated hereunder. Data shall be provided to Customer under this Agreement, in whole or in part, to the extent such information continues to be procured, compiled and collected by ZOLL in the ordinary course of its business, and ZOLL may provide Data, in whole or in part, to Customer under applicable law and agreements with Sources. In the event that any applicable law or a Source prohibits, limits or restricts the further delivery or use of Data, or any N material portion thereof, then ZOLL shall give Customer as much advance �! written notice as practicable under the circumstances. The parties shall meet within twenty (20) calendar days following Customer's receipt of any such U) notice to determine whether the parties are able to reach a mutually n acceptable solution to carry out the terms of this Agreement; provided that if the parties are unable to reach a mutually acceptable solution within ten (10) calendar days of the parties' initial meeting, then either party may terminate this Agreement upon at least thirty (30) calendar days' prior written notice to the other party. Notwithstanding the foregoing, if the effective date of the applicable law or a Source demand does not allow sufficient time to initiate the review process and there is not a commercially reasonable manner in which to extend the termination to the end of said review process, then the date of termination shall be said effective date. 9. Pass-Through Fees. For the avoidance of doubt, Customer will be solely responsible for, and none of the Fees set forth in an Order will be deemed to cover, pass-through fees charged directly by payors and passed-through to I ZOLL from its vendors as a result of the use by Customer of AR Boost and Related Products and Services, for which ZOLL will invoice Customer at ZOLL's cost and for which Customer will reimburse ZOLL concurrently with the payment of the CU Monthly Fees. CU 10. Notice to Users of Consumer Reports. Customer acknowledges receipt of the 0 Notice to Users of Consumer Reports attached to the Application and available at https://www.zolldata.com/legal. Packet Pg. 1965 1.2.a 0 THIS DEFINITIONS ADDENDUM is subject to and made a part of the Agreement, as defined below. • "Access Software" has the meaning set forth in Section 3 of the ASP Services Addendum. • "Active Customer Content" has the meaning set forth in Section 6.8.4 of 0 the ASP Services Addendum. • "Active Retention Period" has the meaning set forth in Section 6.8.4 of the ASP Services Addendum. • "Addenda" has the meaning set forth in Section 3 of the Terms and Conditions. CL CL • "Agreement" has the meaning set forth in Section 9.13 of the Terms and Conditions. • "ASP Services" has the meaning set forth in Section 1 of the ASP Services Addendum. A n� • "ASP Services Addendum" means the ASP Services Addendum at hIIII .v// ✓wwar llll l IIa.cgrn./III gg • "ASP Services Fees" has the meaning set forth in Section 1 of ASP Services Addendum. N • "Business Associate" has the meaning set forth in the introductory �! paragraph of the Business Associate Addendum. Ci • "Business Associate Addendum" means the Business Associate Addendum at h II II ..v . . . . .ILIL......II:.a...c. .Irn. .Il.eg.gCL • "Business Hours" has the meaning set forth in Section 2.2 of the Maintenance Services Addendum. • "Claims" has the meaning set forth in Section 5.2 of the Terms and Conditions. • "Concurrent Users" has the meaning set forth in Section 9.2 of the Terms and Conditions. • "Concurrent Users Cap" has the meaning set forth in Section 9.2 of theCU Terms and Conditions. • "Confidential Information" has the meaning set forth in Section 4.1 of the Terms and Conditions. • "Covered Entity" has the meaning set forth in the introductory paragraph of the Business Associate Addendum. • "Customer" has the meaning set forth in an Order. • "Customer Content" has the meaning set forth in Section 6.8.1 of the ASP Services Addendum. • "Customer Parties" has the meaning set forth in Section 4.1 of the TermsCU CU and Conditions. • "Customer Representatives" has the meaning set forth in Section 2.2.1 of the Professional Services Addendum. • "Database" has the meaning set forth in Section 6.8.4 ASP Services Addendum. Packet Pg. 1966 1.2.a 0 • "Deployment Date" has the meaning set forth in Section 2 of the Terms and Conditions. • "Deliverable" has the meaning set forth in Section 5 of Professional Services Addendum. • "Deployment Effective Date" has the meaning set forth in Section 2 of the Terms and Conditions. • "Designated Interface" has the meaning set forth in Section 2 of the Maintenance Services Addendum. • "Disclosing Party" has the meaning set forth in Section 4.1 of the Terms and Conditions. • "Discontinuance" has the meaning set forth in Section 1 .1 of the Maintenance Services Addendum. • "Documentation" has the meaning set forth in Section 3 of the Software License Addendum. • "Effective Date" has the meaning set forth in an Order. • "Emergency" has the meaning set forth in Section 2.1 of the Maintenance Services Addendum. • "Emergency Maintenance" has the meaning set forth in Section 6.2 of the ASP Services Addendum. N • "Employees" has the meaning set forth in Section 6 of the Software �! License Addendum. Ci • "Excused Downtime" has the meaning set forth in Section 6.3 of the ASP U) Services Addendum. n • "Executable Code" has the meaning has the meaning set forth in Section 7 of the Terms and Conditions. • "Expenses" has the meaning set forth in Section 2 of the Terms and Conditions. • "Expired or Terminated Document" has the meaning set forth in Section 8.3 of the Terms and Conditions. • "Fees" has the meaning set forth in Section 2 of the Terms and Conditions. • "HIPAA" has the meaning set forth in the introductory paragraph of the Business Associate Addendum. • "HITECH Act" has the meaning set forth in Section 12 of the Business Associate Addendum. • "ICC Codes" has the meaning set forth in Section 8 of the Software License Addendum. • "Inactive Customer Content" has the meaning set forth in Section 6.8.4 of the ASP Services Addendum. • "Initial Order" has the meaning set forth in Section 1 of the Terms and Conditions. • "Instructions" has the meaning set forth in Section 1 of the ASP Services Addendum. • "Intellectual Property Rights" has the meaning set forth in Section 7 of the Terms and Conditions. Packet Pg. 1967 1.2.a 0 • "License Manager" has the meaning set forth in Section 6 of the Software License Addendum. • "License Type" has the meaning set forth in Section 6 of the Software License Addendum. • "Limited Data Set" has the meaning set forth in Section 16 of the Business Associate Addendum. • "Maintenance Fees" has the meaning set forth in Section 1 .1 of the Maintenance Services Addendum. • "Maintenance Services" has the meaning set forth in Section 1 .1 of the Maintenance Services Addendum. • "Maintenance Services Addendum" means the ASP Services Addendum • "Managed Services" has the meaning set forth in Section 2.1 of the Professional Services Addendum. • "Material Defect" has the meaning set forth in Section 6.1 of the Road Safety Addendum. • "Node" has the meaning set forth in Section 6 of the Software License Addendum. • "Orders" has the meaning set forth in Section 2 of the Terms and Conditions. • "Order Form" has the meaning set forth in Section 1 of the Terms and Ci Conditions. • "PHI" has the meaning set forth in the introductory paragraph of the n Business Associate Addendum. • "Products" has the meaning set forth in Section 1 of the Terms and Conditions. • "Products and Services" has the meaning set forth in Section 1 of the Terms and Conditions. • "Professionals Services" has the meaning set forth in Section 1 .1 of the Professional Services Addendum. • "Professional Services Addendum" means the Professional Services Addendum II ILI . . . ✓ ✓ ✓. . .ILIL .....:II:.:.. :.. .Ir:'::. .Il...g.:..11 • "Professional Services Fees" has the meaning set forth in Section 1 of the Professional Services Addendum. • "Receiving Party" has the meaning set forth in Section 4.1 of the Terms and Conditions. • "Registered Users" has the meaning set forth in Section 2 of the Terms and Conditions. • "Reinstatement" has the meaning set forth in Section 1 .1 of theCU CU Maintenance Services Addendum. • "Return Policy" has the meaning set forth in Section 6.1 of the Road Safety Addendum. • "Road Safety Addendum" means the Road Safety Addendum II II . . ✓ ✓ ✓. . .ILIL .....:II:.:.. :.. .Ir:'::. .Il...g.:..11 Packet Pg. 1968 1.2.a 0 • "Road Safety Fees" has the meaning set forth in in Section 1 of the Road Safety Addendum. • "Road Safety Firmware" has the meaning set forth in Section 4 of the Road Safety Addendum. • "Road Safety Parts" has the meaning set forth in Section 2 of the Road Safety Addendum. - • "Road Safety Part Warranty Period" has the meaning set forth in Section 6.1 of the Road Safety Addendum. • "Road Safety Products" has the meaning set forth in Section 2 of the Road Safety Addendum. • "Road Safety Party Warranty" has the meaning set forth in Section 6.1 of the Road Safety Addendum. • "Road Safety Product Warranty" has the meaning set forth in Section 6.1 of the Road Safety Addendum. • "Road Safety Product Warranty Period" has the meaning set forth in Section 3.1 of the Road Safety Addendum. "Road Safety Warranties" has the meaning set forth in Section 6.1 of the Road Safety Addendum. N • "Road Safety Warranty Exception" has the meaning set forth in Section 6 Ci of the Road Safety Addendum. • "Road Safety Warranty Periods" has the meaning set forth in Section 6.1 of the Road Safety Addendum. • "Service Credit" has the meaning set forth in Section 6.8.5 of the ASP Services Addendum. • "Services" has the meaning set forth in Section 1 of the Terms and Conditions. • "Site" has the meaning set forth in Section 6 of the Software License Addendum. • "Software" has the meaning set forth in Section 3 of the Software License Addendum. • "Software Fees" has the meaning set forth in Section 1 of the Software License Addendum. • "Software License Addendum" means the Software License Addendum II ILI . . . ✓ ✓ ✓. . .ILIL .....:II:.:.. :.. .ir:'::. .Il...g.:..11 "Software Warranty Period" has the meaning set forth in Section 5 of the Software License Addendum. • "Source Code" has the meaning has the meaning set forth in Section 7 of the Terms and Conditions. • "SOW" has the meaning set forth in Section 1 of the Terms and Conditions. Packet Pg. 1969 1.2.a 0 • "Standard Maintenance" has the meaning set forth in Section 6.2 of the ASP Services Addendum. • "Supported Environment" has the meaning set forth in Section 2.1 of the Maintenance Services Addendum. • "Supported Software" has the meaning set forth in Section 2.1 of the Maintenance Services Addendum. • "Support Ticket" has the meaning set forth in Section 2.2 of the Maintenance Services Addendum. • "Taxes" has the meaning set forth in Section 2 of the Terms and 76 Conditions. > 0 "Term" has the meaning set forth in Section 8.1 of the Terms and Conditions. • "Terms and Conditions" has the means the Terms and Conditions ��.:II:III /. ✓w ✓ r llll II :.. it �IIeggll• • "Third Party Products or Services" has the meaning set forth in Section 9.11 of the Terms and Conditions. • "Third Party Provider" has the meaning set forth in Section 9.11 of the Terms and Conditions. N • "TomTom" has the meaning set forth in introductory paragraph of the �! TomTom Addendum. Ci • "TomTom Products" has the meaning set forth in the introductory paragraph of the TomTom Addendum. • "Underlying Software" has the meaning set forth in Section 1 of the ASP Services Addendum. • "Unplanned Downtime" has the meaning set forth in Section 6.5 of the ASP Services Addendum. • "Updates" has the meaning set forth in Section 1 .1 of the Maintenance Services Addendum. • "ZOLL" means ZOLL Data Systems, Inc. CU • "ZOLL Parties" has the meaning set forth in Section 5.2 of the Terms and Conditions. • "ZOLL Property" has the meaning set forth in Section 7 of the Terms and Conditions. • "ZOLL Site" has the meaning set forth in Section 2 of the Terms and Conditions. U) CU CU 0 Packet Pg. 1970 1.2.a 0 All users of consumer reports must comply with all applicable regulations. Information about applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau's website www coinsuurneir°fliiiiung iun,c v/Illy; iuriur uirmrm iur; OBLIGATIONS OF USERS UNDER THE FCRA 0 The Fair Credit Reporting Act (FCRA), 15 U.S.C. §1681-1681y, requires that this notice be provided to inform users of consumer reports of their legal obligations. State law may impose additional requirements. The text of the FCRA is set forth in full at the Consumer Financial Protection Bureau's (CFPB) website 0 at www.consumerfinance.gov/learnmore. At the end of this document is a list of United States Code citations for the FCRA. Other information about user duties is also available at the Bureau's website. Users must consult the relevant provisions of the FCRA for details about their obligations under the FCRA. The first section of this summary sets forth the responsibilities imposed by the FCRA on all users of consumer reports. The subsequent sections discuss the duties of users of reports that contain specific types of information, or that are used for certain purposes, and the legal consequences of violations. If you are a furnisher of information to a consumer reporting agency (CRA), you have additional obligations and will receive a separate notice from the CRA describing your duties as a furnisher. Ci I. Obligations of All Users of Consumer Reports CL X A. Users Must Have a Permissible Purpose Congress has limited the use of consumer reports to protect consumers' privacy. All users must have a permissible purpose under the FCRA to obtain a consumer report. Section 604 contains a list of the permissible purposes under the law. These are: • As ordered by a court or federal grand jury subpoena. Section 604(a)(1) • As instructed by the consumer in writing. Section 604(a)(2) • For the extension of credit as a result of an application from a consumer, or the review or collection of a consumer's account. Section 604(a)(3)(A) • For employment purposes, including hiring and promotion decisions, where the consumer has given written permission. Section 604(a)(3)(B) and 604(b) • For the underwriting of insurance as a result of an application from a consumer. Section 604(a)(3)(C) U) • When there is a legitimate business need, in connection with a business transaction that is initiated by the consumer. Section 604(a)(3)(F)(i) • To review a consumer's account to determine whether the consumer continues to meet the terms of the account. Section 604(a)(3)(F)(ii) • To determine a consumer's eligibility for a license or other benefit granted by a �- governmental instrumentality required by law to consider an applicant's financial N responsibility or status. Section 604(a)(3)(D) c� Packet Pg. 1971 1.2.a 0 • For use by a potential investor or servicer, or current insurer, in a valuation or assessment of the credit or prepayment risks associated with an existing credit obligation. Section 604(a)(3)(E) • For use by state or local officials in connection with the determination of child support payments, or modifications and enforcement thereof. Sections 604(a)(4) and 604(a)(5). 0 In addition, creditors and insurers may obtain certain consumer report information for the purpose of making "prescreened" unsolicited offers of credit or insurance. Section 604(c). The particular obligations of users of "prescreened" information are described in Section VII below. 0 B. Users Must Provide Certifications Section 604(f) prohibits any person from obtaining a consumer report from a consumer reporting agency (CRA) unless the person has certified to the CRA the permissible purpose(s) for which the report is being obtained and certifies that the report will not be used for any other purpose. C. Users Must Notify Consumers When Adverse Actions Are Taken The term "adverse action" is defined very broadly by Section 603. "Adverse actions" include all business, credit, and employment actions affecting consumers that can be M considered to have a negative impact as defined by Section 603(k) of the FCRA — such as denying or canceling credit or insurance, or denying employment or promotion. No Ci adverse action occurs in a credit transaction where the creditor makes a counteroffer that is accepted by the consumer. X 1. Adverse Actions Based on Information Obtained From a CRA If a user takes any type of adverse action as defined by the FCRA that is based at least in part on information contained in a consumer report, Section 615(a) requires the user to notify the consumer. The notification may be done in writing, orally, or by electronic means. It must include the following: • The name, address, and telephone number of the CRA (including a toll-free telephone number, if it is a nationwide CRA) that provided the report. • A statement that the CRA did not make the adverse decision and is not able to explain why the decision was made. • A statement setting forth the consumer's right to obtain a free disclosure of the consumer's file from the CRA if the consumer makes a request within 60 days. • A statement setting forth the consumer's right to dispute directly with the CRA the U) accuracy or completeness of any information provided by the CRA. U) 2. Adverse Actions Based on Information Obtained from Third Parties Who Are Not Consumer Reporting Agencies If a person denies (or increases the charge for) credit for personal, family, or household �- purposes based either wholly or partly upon information from a person other than a N CRA, and the information is the type of consumer information covered by the FCRA, Section 615(b)(1) requires that the user clearly and accurately disclose to the consumer c� Packet Pg. 1972 1.2.a 0 his or her right to be told the nature of the information that was relied upon if the consumer makes a written request within 60 days of notification. The user must provide the disclosure within a reasonable period of time following the consumer's written request. 3. Adverse Actions Based on Information Obtained From Affiliates 0 If a person takes an adverse action involving insurance, employment, or a credit transaction initiated by the consumer, based on information of the type covered by the FCRA, and this information was obtained from an entity affiliated with the user of the information by common ownership or control, Section 615(b)(2) requires the user to notify the consumer of the adverse action. The notice must inform the consumer that he 0 or she may obtain a disclosure of the nature of the information relied upon by making a written request within 60 days of receiving the adverse action notice. If the consumer makes such a request, the user must disclose the nature of the information not later than 30 days after receiving the request. If consumer report information is shared among affiliates and then used for an adverse action, the user must make an adverse action disclosure set forth in I.C.1 above. D. Users Have Obligations When Fraud and Active Duty Military Alerts are in Files M N When a consumer has placed a fraud alert, including one relating to identity theft, or an active duty military alert with a nationwide consumer reporting agency as defined in Ci Section 603(p) and resellers, Section 605A(h) imposes limitations on users of reports obtained from the consumer reporting agency in certain circumstances, including the establishment of a new credit plan and the issuance of additional credit cards. For initial fraud alerts and active duty alerts, the user must have reasonable policies and procedures in place to form a belief that the user knows the identity of the applicant or contact the consumer at a telephone number specified by the consumer; in the case of extended fraud alerts, the user must contact the consumer in accordance with the contact information provided in the consumer's alert. E. Users Have Obligations When Notified of an Address Discrepancy Section 605(h) requires nationwide CRAs, as defined in Section 603(p), to notify users that request reports when the address for a consumer provided by the user in requesting the report is substantially different from the addresses in the consumer's file. When this occurs, users must comply with regulations specifying the procedures to be followed. Federal regulations are available at www.consumerfinance.gov/learnmore. U) F. Users Have Obligations When Disposing of Records Section 628 requires that all users of consumer report information have in place procedures to properly dispose of records containing this information. Federal regulations have been issued that cover disposal. II. Creditors Must Make Additional Disclosures N If a person uses a consumer report in connection with an application for, or a grant, extension, or provision of, credit to a consumer on material terms that are materially c� Packet Pg. 1973 1.2.a 0 less favorable than the most favorable terms available to a substantial proportion of consumers from or through that person, based in whole or in part on a consumer report, the person must provide a risk-based pricing notice to the consumer in accordance with regulations prescribed by the Consumer Financial Protection Bureau. Section 609(g) requires a disclosure by all persons that make or arrange loans secured by residential real property (one to four units) and that use credit scores. These persons 0 must provide credit scores and other information about credit scores to applicants including the disclosure set forth in Section 609(g)(1)(D) ("Notice to the Home Loan Applicant"). III. Obligations Of Users When Consumer Reports Are Obtained For Employment CL Purposes CL A. Employment Other Than in the Trucking Industry If information from a CRA is used for employment purposes, the user has specific duties, which are set forth in Section 604(b) of the FCRA. The user must: • Make a clear and conspicuous written disclosure to the consumer before the report is obtained, in a document that consists solely of the disclosure, that a E consumer report may be obtained. M • Obtain from the consumer prior written authorization. Authorization to access reports during the term of employment may be obtained at the time of Ci employment. • Certify to the CRA that the above steps have been followed, that the information being obtained will not be used in violation of any federal or state equal opportunity law or regulation, and that, if any adverse action is to be taken based on the consumer report, a copy of the report and a summary of the consumer's rights will be provided to the consumer. • Before taking an adverse action, the user must provide a copy of the report to the consumer as well as the summary of the consumer's rights. (The user should receive this summary from the CRA.). A Section 615(a) adverse action notice should be sent after the adverse action is taken. An adverse action notice also is required in employment situations if credit information (other than transactions and experience data) obtained from an affiliate is used to deny employment. Section 615(b)(2). The procedures for investigative consumer reports and employee misconduct investigations are set forth below. U) B. Employment Other Than in the Trucking Industry Special rules apply for truck drivers where the only interaction between the consumer and the potential employer is by mail, telephone, or computer. In this case, the consumer may provide consent orally or electronically, and an adverse action may be �- N made orally, in writing, or electronically. The consumer may obtain a copy of any report relied upon by the trucking company by contacting the company. c� Packet Pg. 1974 1.2.a 0 IV. Obligations When Investigative Consumer Reports Are Used Investigative consumer reports are a special type of consumer report in which information about a consumer's character, general reputation, personal characteristics, and mode of living is obtained through personal interviews by an entity or person that is a consumer reporting agency. Consumers who are the subject of such reports are given special rights under the FCRA. If a user intends to obtain an investigative consumer 0 report, Section 606 requires the following: • The user must disclose to the consumer that an investigative consumer report may be obtained. This must be done in a written disclosure that is mailed, or otherwise delivered, to the consumer at some time before or not later than three 0 days after the date on which the report was first requested. The disclosure must include a statement informing the consumer of his or her right to request additional disclosures of the nature and scope of the investigation as described below, and the summary of consumer rights required by Section 609 of the FCRA. (The summary of consumer rights will be provided by the CRA that conducts the investigation.) • The user must certify to the CRA that the disclosures set forth above have been made and that the user will make the disclosure below. • Upon written request of a consumer made within a reasonable period of time M after the disclosures required above, the user must make a complete disclosure of the nature and scope of the investigation. This must be made in a written Ci statement that is mailed, or otherwise delivered, to the consumer no later than five days after the date on which the request was received from the consumer or the report was first requested, whichever is later in time. V. Special Procedures for Employee Investigations Section 603(x) provides special procedures for investigations of suspected misconduct by an employee or for compliance with Federal, state or local laws and regulations or the rules of a self-regulatory organization, and compliance with written policies of the employer. These investigations are not treated as consumer reports so long as the employer or its agent complies with the procedures set forth in Section 603(x), and a summary describing the nature and scope of the inquiry is made to the employee if an adverse action is taken based on the investigation. VI. Obligations Of Users Of Medical Information Section 604(g) limits the use of medical information obtained from consumer reporting agencies (other than payment information that appears in a coded form that does not identify the medical provider). If the information is to be used for an insurance transaction, the consumer must give consent to the user of the report or the information must be coded. If the report is to be used for employment purposes - or in connection CU with a credit transaction (except as provided in federal regulations) - the consumer must CU provide specific written consent and the medical information must be relevant. Any user �- who receives medical information shall not disclose the information to any other person N Zi (except where necessary to carry out the purpose for which the information was disclosed, or as permitted by statute, regulation, or order). c� Packet Pg. 1975 1.2.a 0 VII. Obligations Of Users Of "Prescreened" Lists The FCRA permits creditors and insurers to obtain limited consumer report information for use in connection with unsolicited offers of credit or insurance under certain circumstances. Section 603(I), 604(c), 604(e), and 615(d). This practice is known as "prescreening" and typically involves obtaining from a CRA a list of consumers who meet certain pre-established criteria. If any person intends to use prescreened lists, that 0 person must (1) before the offer is made, establish the criteria that will be relied upon to make the offer and to grant credit or insurance, and (2) maintain such criteria on file for a three-year period beginning on the date on which the offer is made to each consumer. In addition, any user must provide with each written solicitation a clear and conspicuous statement that: 0 • Information contained in a consumer's CRA file was used in connection with the transaction. • The consumer received the offer because he or she satisfied the criteria for credit worthiness or insurability used to screen for the offer. • Credit or insurance may not be extended if, after the consumer responds, it is determined that the consumer does not meet the criteria used for screening or any applicable criteria bearing on credit worthiness or insurability, or the consumer does not furnish required collateral. M • The consumer may prohibit the use of information in his or her file in connection with future prescreened offers of credit or insurance by contacting the notification Ci system established by the CRA that provided the report. This statement must include the address and the toll-free telephone number of the appropriate notification system. In addition, once the CFPB has established the format, type size, and manner of the disclosure required by Section 615(d), with which users must comply. The relevant regulation is 12 CFR 1022.54. Vill. Obligations of Resellers A. Disclosure and Certification Requirements Section 607(e) requires any person who obtains a consumer report for resale to take the following steps: • Disclose the identity of the end-user to the source CRA. • Identify to the source CRA each permissible purpose for which the report will be furnished to the end- user. • Establish and follow reasonable procedures to ensure that reports are resold only for permissible purposes, including procedures to obtain: • 1) the identity of all end-users; • 2) certifications from all users of each purposes for which reports will be used-, and 3) certifications that reports will not be used for any purpose other than the N • purpose(s) specified to the reseller. Resellers must make reasonable efforts to verify this information before selling the report. c� Packet Pg. 1976 1.2.a 0 B. Reinvestigations by Resellers Under Section 611(f), if a consumer disputes the accuracy or completeness of information in a report prepared by a reseller, the reseller must determine whether this is a result of an action or omission on its part and, if so, correct or delete the information. If not, the reseller must send the dispute to the source CRA for 0 reinvestigation. When any CRA notifies the reseller of the results of an investigation, the reseller must immediately convey the information to the consumer. C. Fraud Alerts and Resellers 0 Section 605A(f) requires resellers who receive fraud alerts or active duty alerts from another consumer reporting agency to include these in their reports. IX. Liability For Violations Of The FCRA Failure to comply with the FCRA can result in state government or federal government enforcement actions, as well as private lawsuits. Sections 616, 617, and 621. In addition, any person who knowingly and willfully obtains a consumer report under false E pretenses may face criminal prosecution. Section 619. N The CFPB's website, www.consumerfinance.gov/1earnmore , has more Ci information about the FCRA, including publications for businesses and the full text of the FCRA. CL X Citations for the FCRA sections in the U.S. Code, 15 U.S.C.§ 1681 et seq.: Section 602 15 U.S.C. 1681 Section 603 15 U.S.C. 1681a Section 604 15 U.S.C. 1681 b Section 605 15 U.S.C. 1681c Section 605A 15 U.S.C. 1681 cA Section 605B 15 U.S.C. 1681cB Section 606 15 U.S.C. 1681d Section 607 15 U.S.C. 1681e Section 608 15 U.S.C. 1681f Section 609 15 U.S.C. 1681g Section 610 15 U.S.C. 1681 h Section 611 15 U.S.C. 1681 i U) Section 612 15 U.S.C. 1681j Section 613 15 U.S.C. 1681 k Section 614 15 U.S.C. 16811 Section 615 15 U.S.C. 1681 m CU Section 616 15 U.S.C. 1681 n Section 617 15 U.S.C. 16810 N Section 618 15 U.S.C. 1681 p Section 619 15 U.S.C. 1681q c� Packet Pg. 1977 1.2.a Section 620 15 U.S.C. 1681 r N Section 621 15 U.S.C. 1681s Section 622 15 U.S.C. 1681s-1 Section 623 15 U.S.C. 1681s-2 Section 624 15 U.S.C. 1681t Section 625 15 U.S.C. 1681 u 0 Section 626 15 U.S.C. 1681v Section 627 15 U.S.C. 1681w Section 628 15 U.S.C. 1681x Section 629 15 U.S.C. 1681 0 CN Ci U) 2 CL x U) E E c� Packet Pg. 1978 1 1802mou r^mwa suxe40m o���|4oz��l so� �� SYSTEMS �� � ������� �� � ^� � ������°�ZOLL � ~~ ` -~ 303,8010000(rnoo) aoaoo/ 000� �ux wmwzonua[,a com U8/ZZ/ZUZZ Monroe County Fire Rescue Attn: Cheri Tamborski 49U63nd Street, Suite 17U 0 � Marathon, FL33U5U To our Valued Customers: 0 � We are pleased to inform you that ZOLL Data Systems, Inc. and its subsidiaries are the sole source of: N � * Billing Pro * Claims Status r_ e � * Deductible Monitoring 0 * Demographic Verifier U_ * EMS Mobile Health ~D 0 � * Insurance Discovery � * Insurance Verifier * Mobile Care Connect * Packaged Services CL CL * RescueNet@VVork <� * RescueNetBi||in8 04 04 CD * RescueNet Dispatch 04 * RescueNetE|i8ibi|ity * RescueNetePCR * RescueNetFireRMS * RescueNetNavi8ator e * Self-Pay Analyzer * ZOLLAR Boost � 0 � * ZOLLBi||in8 * ZOLL Care Exchange 0 * ZOLLemsCharts Z * ZOLL Fire Reports N * ZOLL Respond |f you have any questions or need additional information, please contact Kim Alpert at Regards, Kim Alpert Manager of Operational Accounting 1.2.c ACo!zo® CERTIFICATE OF LIABILITY INSURANCE FATE D03/23/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI; CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE4 BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement of this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA,Inc. NAME: PHONE FAX 1166 Avenue of the Americas A/C No Ext: A/C,No): New York,NY 10036 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# qy CN 10 1 609659-ZOLL-CYBER-22-23 INSURER A:ACE American Insurance Company 22667 INSURED INSURER B ZOLL MEDICAL CORP 269 Mill Rd. INSURER C Chelmsford,MA 01824-4105 INSURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-011295015-02 REVISION NUMBER: 5 (D THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO[ (D INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LL INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN SD WVD POLICY NUMBER MM/DD/YYYY MM/DDIYYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE T CLAIMS-MADE 1:1OCCUR PREM SESOE.occurrDence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ L_ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ CL POLICY El PRO- JECT [:] LOC PRODUCTS-COMP/OP AGG $ CL OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 04 Ea accident CD ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accidentCD $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ ° CL EXCESS LIAB CLAIMS-MADE AGGREGATE $ x UIU DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑N NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A CYBER D95293402 03/15/2022 03/15/2023 LIMIT 10,00( e Deductible 2,50( U) E (D DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) ° U) See the additional page. >% APPROVED BY RISK MANAGEMENT DATE WAVER N/A YES_. CERTIFICATE HOLDER CANCELLATION (D E ZOLL MEDICAL CORP SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI 0 269 Mill Rd THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II Chelmsford,MA 01824-4105 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 1980 AGENCY CUSTOMER ID: CN101609659 �•Z.0 LOC#: New York ACOOR 0 ADDITIONAL REMARKS SCHEDULE Page 2 of AGENCY NAMED INSURED Marsh USA,Inc. ZOLL MEDICAL CORP 269 Mill Rd. POLICY NUMBER Chelmsford,MA 01824-4105 0) CARRIER NAIC CODE EFFECTIVE DATE: � ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, U) FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance O 0 The Named Insured includes the following Subsidiaries: 1 ZOLL Services,LLC ZOLL Laboratory Services,LLC ZOLL Data Systems,Inc. ZOLL Circulation,Inc. TherOx,Inc. ZOLL Respicardia Corporation O Itamar Medical,Inc. Itamar Medical,Ltd. O CL CL c?) C®1 CD LO 17 c?) CD U) CL x L) O U U) E U) O E U ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Packet Pg. 1981 1.2.d MEMORANDUM Office of Risk Management a� TO: Monroe County Fire Rescue FROM: Brian Bradley, Risk Manager W THROUGH: Bob Shillinger, County Attorney 0 DATE: August 29, 2022 N SUBJECT: Zoll Data Systems Insurance Deficiencies a� The Zoll Data Systems contract is essential to the operation of Monroe County Fire Rescue. This 0 software is integrated into their process to a point that replacement will be extremely difficult. 0 0 During the review of this contract, it was realized that Zoll was not in compliance with our insurance requirements. The county was not listed as additional insured. After contacting Zoll, they made it clear they are unwilling to update their insurance policy to meet these requirements. 0 C, CL This is troubling as Zoll has recently been the subject of Cyber Liability Lawsuits. < Without being named as additional insured on Zoll's policy, Monroe County will be reliant on our own Cyber liability policy if we find ourselves in such a lawsuit, even if the problem (most 2 likely, a data breach)was caused by Zoll). It is Risk's recommendation that this contract be renewed for one year only. In that time, Fire Rescue should go out for RFP and see if another software solution exists that is more in line with 0 the Counties Risk Tolerance. 0 Please contact me should you have any questions. Thank you. a� E A E c� 1 Packet Pg. 1982 1.2.e MONROE COUNTY FIRE RESCUE V a Office of the Fire Chief 490 63,d Street Marathon,FL 33050 Phone:(305)699-7603 Fax:(305)289-6336 as Memorandum DATE: September 2, 2022 0 To: Tina Boan, Sr. Director of Budgetcirwce 0 From: Fire Chief Hudson Subject: Renewal of Zoll Hosted Software 0 Monroe County Fire Rescue (MCFR) purchased ePCR and the RescueNet Suite of products from Zoll Data Systems, Inc. (Zoll) in October of 2013, along with the more recently acquired FireRMS module. The hosted products are essential to MCFR operations as they are used to improve the quality of patient care and billing information, improve quality assurance and ensure 0 compliance with National and State reporting requirements. To the best of our knowledge, this CL CL suite of software products can only be provided by Zoll for seamless integration and < performance of the services required, as well as maintain our patient record database. N c� N Our contract with Zoll is scheduled to renew on October 1, 2022. However, Zoll has advised us that they are unwilling to meet the County's requirements to add the BOCC as an additional insured on their Cyber insurance policy. 0 While additional due diligence is being conducted to determine if there is another viable solution, MCFR is requesting approval to renew the hosted services for the RescueNet Billing Pro, ePCR and FireRMS software from Zoll Data Systems for a one (1) year period at a cost of o $59,335.50. 0 Please feel free to call or email me if you have any questions or concerns or contact Cheri o Tamborski at Tamborski-cheri@monroecounty-fl.gov. 0 U) cc: RL Colina, Deputy Fire Chief Julie Cuneo, Assistant Director of Purchasing U E c� Packet Pg. 1983 1.2.f DATE(MM/DD/YYYY) A o CERTIFICATE OF LIABILITY INSURANCE 06/30/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Aon Risk services Northeast, Inc. PHONE (g66) 283-7122 FAX (800) 363-0105 Stamford CT office (A/C.No.Ext): AIC.No.): 1600 summer street E-MAIL O Stamford CT 06907-4907 USA ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Federal Insurance Company 20281 ZOLL Data Systems Inc. INSURER B: ACE American Insurance Company 22667 11802 Ridge Parkway #400 INSURER C: Broomfield CO 80021 USA INSURER D: 4- INSURER E: O INSURER F: COVERAGES CERTIFICATE NUMBER:570094240520 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS qb CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested O LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS B X COMMERCIAL GENERAL LIABILITY CXCD EACH OCCURRENCE $1,000,000 CLAIMS-MADE X❑OCCUR Foreign General Liab $1,000,000 PREMISES Ea occurrence VIED EXP(Any one person) $100,000 >% PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY ❑PRO ElLOC PRODUCTS-COMP/OPAGG EXcluded JECT CL OTHER: CL B AUTOMOBILE LIABILITY CXCD42186545004 07/01/2022 07/01/2023 COMBINED SINGLE LIMIT $1,000,000 Foreign Auto Ea accident ANY AUTO BODILY INJURY(Per person) CD OWNED SCHEDULED BODILY INJURY(Per accident) AUTOS ONLY AUTOS X HI RED AUTOS X NON-OWNED PROPERTY DAMAGE ONLY AUTOS ONLY Per accident CD UMBRELLA LIAB OCCUR EACH OCCURRENCE qb EXCESS LIAB CLAIMS-MADE AGGREGATE a CL DED I RETENTION YS WORKERS COMPENSATION AND PER STATUTE OTH- EMPLOYERS'LIABILITY Y/N ER 70 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE ° If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT = E A Products Liab 36019266 07/15/2022 07/15/2023 Prod/Comp Ops/Agg $5,000,000— Retro Date 10/1/2004 Prod/Comp Ops/Occ $5,000,000 U) Deductible $200,000� � DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Products Liability - claims made coverage. APPROVED BY RISK MANAGEMENT Errors & omissions - claims made coverage. All limits are in US Dollars. Date format is Month/Day/Year. ��TE'g''"� O /26/2Q22 .. WAVER NIA YES E CERTIFICATE HOLDER CANCELLATION a 0 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ZOLL Data Systems, Inc. AUTHORIZED REPRESENTATIVE 11802 Ridge Parkway Broomfield Co 80021 USA ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 1984 AGENCY CUSTOMER ID: 570000083508 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services Northeast, Inc. ZOLL Data systems Inc. POLICY NUMBER see Certificate Number: 570094240520 CARRIER NAIC CODE see Certificate Number: 570094240520 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC# U) INSURER 0 INSURER 0 INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy limits. p0 INSR POLICY POLICY 0 ADDL SUBR POLICY NUMBER LIMITS 0 LTR TYPE OF INSURANCE INSD WVD EFFECTIVE EXPIRATION DATE DATE 00 (MM/DD/YYYY) (MM/DD/YYYY) OTHER 00 0 A E&O-PL-Primary 36019266 07/15/2022 07/15/2023 E&O $5,000,000 CL Retro date 12/13/1996 CL Deductible $200,000 N C®1 LO U) CL x t,3 U) E U) 0 E U ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD Packet Pg. 1985