LIVILITI TERMS AND CONDITIONS OF SALE
Effective as of [DATE]

LiViliti Health Products Corp. (“LiViliti”) sells its products, services, software and applications (each, a “Product” and collectively, the “Products”) to its customers (each, a “Customer”) pursuant to these LiViliti Terms and Conditions of Sale (the “Terms”). These Terms, along with LiViliti’s form purchase order and invoice, comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms supersede any of Customer’s general terms and conditions of purchase regardless of whether or when Customer has submitted its purchase order or such terms. The current Terms are available at [LINK TO TERMS]. Customer accepts these Terms by clicking to accept them, by submitting a purchase order, or by accepting delivery of or paying for any Product, whichever occurs first.

1. Acceptance of Orders: All purchase orders for Products are subject to acceptance by LiViliti. All purchase orders are subject to Product availability.
2. Modification of Orders: LiViliti may furnish Customer with a confidential price list. LiViliti may change the price of any Product at any time without prior notice, except for orders LiViliti has already accepted before the change takes effect. LiViliti may grant or deny any request to change or cancel an order in its discretion, and may charge a restocking fee on any order that has already been processed.
3. Payment: Customer shall pay each invoice by wire or ACH in accordance with the invoice instructions, or by mail to the address shown on the invoice. An invoice is past due if it is not paid in full within the stated payment terms. Customer shall pay interest on all late payments at the lesser of the rate of two percent (2%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse LiViliti for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
4. Taxes: All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer. Customer shall be responsible for all such charges, costs, and taxes; provided, that, Customer shall not be responsible for any taxes imposed on, or with respect to, LiViliti’s income, revenues, gross receipts, personal or real property, or other assets. Where Customer provides valid and complete tax-exemption certificates, LiViliti will exclude the qualifying taxes from the applicable invoices.
5. Credit: LiViliti is bound only by credit terms it has confirmed in writing. Customer may not take any deduction or offset except in accordance with a written credit memorandum or other documentation issued by LiViliti. LiViliti will assess additional fees on any check returned for insufficient funds or any other reason. Special sales, discounts, and other programs are available only to Customers in good standing.
6. Shipping: Delivery dates given by LiViliti are estimates only and are subject to shipping variations and requirements. Customer’s obligation to pay for Products when shipped applies regardless of the actual shipment or delivery date. LiViliti may ship from any of its warehouses, select the carrier, and make partial shipments. A delay in shipping or delivering any installment does not relieve Customer of its obligation to accept the remaining shipments. LIVILITI SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, FOR FAILURE TO FILL ORDERS, DELAYS IN DELIVERY OR ANY ERROR IN FULFILLING ORDERS.
7. Title and Risk of Loss: Unless otherwise set forth on the applicable invoice (a) title to, and risk of loss of, the Products pass from LiViliti to Customer upon shipment from LiViliti’s warehouse (FOB Origin); and (b) freight charges will be added to Customer’s invoice.
8. Non-Exclusive Sales; Unauthorized Distribution: All sales by LiViliti are non-exclusive. Customer shall not resell, ship, or distribute Products without LiViliti’s advance written authorization. A Customer that LiViliti authorizes to resell, ship, and distribute Products is an “Authorized Dealer.” Except as otherwise authorized by LiViliti, each Authorized Dealer agrees that it will: (a) resell, ship, and distribute Products only to patients; (b) purchase and exchange Products only through LiViliti; and (c) not resell or distribute Products outside the country to which LiViliti ships the Customer’s order. To the extent permitted by law, any sale of Products in violation of this Section voids LiViliti’s express and implied warranties.
9. Import/Export: If Customer is located outside the United States and is approved by LiViliti to import Products to the final intended destination, Customer is responsible for obtaining all required import licenses and making proper customs entry for the Products. For routed export shipments from the United States, Customer is responsible for satisfying all applicable U.S. export regulations and declarations. Customer may not re-export any Products from the destination country. Customer shall comply with all U.S. and other applicable export control laws and regulations, including the Export Administration Regulations. Customer represents that it is, and covenants that it will remain, in compliance with all economic sanctions laws administered by the U.S. Office of Foreign Assets Control and any other applicable authorities.
10. International Sales: This Section 10 applies to Customers that are Authorized Dealers. Each international Customer agrees to comply with all laws and regulations of the country in which it operates, and to maintain all applicable business licensing in that country. An international Customer shall not import any Product that lacks the applicable regulatory approvals, and shall not export or sell Products to any other region without LiViliti’s prior written consent. Canada: Every medical device distributor and importer must maintain a Medical Device Establishment License (MDEL) in accordance with section 44 of the Canadian Medical Device Regulations.
11. Returns: All sales are final. Customer must report any discrepancy, including over-shipment, under-shipment, short shipment, misdelivery, damaged goods, duplicate orders, or late shipment, within ten (10) days of receipt; otherwise, Customer is deemed to have accepted the Products as shipped. LiViliti may decline to accept the return of (a) any Product not in its original, unopened packaging, or (b) any discontinued Product. Returns arising from warranty claims are governed by LiViliti’s limited warranty. Products returned under warranty become LiViliti’s property. LiViliti may satisfy a warranty request, in its discretion, by repairing the affected Product or by replacing it with the same or a substantially equivalent Product. LiViliti will honor the remainder of the original warranty term.
12. Limited Warranty: The limited warranty available at [WARRANTY LINK] is the sole and exclusive warranty for the Products. For a Customer that is not an Authorized Dealer, the limited warranty extends only to the Customer that originally purchased the Product and does not extend to any subsequent owner or transferee. For a Customer that is an Authorized Dealer, the limited warranty extends only to that Authorized Dealer’s patient and does not extend to any subsequent owner or transferee. Unauthorized purchasers may be required by law to notify their customers that LiViliti’s limited warranty is void. LiViliti may modify its limited warranty at any time in its sole discretion. Any warranty claim must be submitted on behalf of the initial patient-user of the Product.
13. Disclaimer of Warranties: THIS SECTION 13 APPLIES ONLY TO AUTHORIZED DEALERS. EXCEPT FOR THE LIMITED WARRANTY REFERENCED IN SECTION 12, AND TO THE FULLEST EXTENT PERMITTED BY LAW, LIVILITI MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; OR (d) WARRANTY THAT THE PRODUCTS ARE COMPATIBLE WITH ANY COMBINATION OF NON-LIVILITI PRODUCTS; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY LIVILITI, OR ANY OTHER INDIVIDUAL OR ENTITY ON LIVILITI’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 12 OF THESE TERMS.
14. Limitation of Liability: IN NO EVENT SHALL LIVILITI BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT LIVILITI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL LIVILITI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO LIVILITI FOR THE PRODUCT TO WHICH THE CLAIM RELATES. THIS LIMITATION DOES NOT AFFECT CUSTOMER’S RIGHT TO SEEK APPROPRIATE RELIEF ARISING FROM OR INCIDENT TO ANY DEATH, PERSONAL INJURY, OR PROPERTY DAMAGE CONNECTED TO LIVILITI’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR STRICT LIABILITY IMPOSED BY LAW.
15. Changes in Products: LiViliti may add, change, or discontinue any Product without notice. Customer has no claim against LiViliti for discontinuing any model, design, or type of Product previously sold, or for declining to modify any Product previously sold.
16. Intellectual Property: LiViliti retains all right, title, and interest in and to all intellectual property in the Products, including any software or data services, and all modifications, improvements, upgrades, and derivative works relating thereto. Customer acquires no right or interest in any LiViliti intellectual property, including without limitation any copyright, trade secret, know-how, patent, website, internet domain name registration, trademark, or trade name now or hereafter applied for, owned, used, or claimed by LiViliti or its parent, affiliates, subsidiaries, or licensors.
17. Regulatory Compliance: This Section 17 applies to Customers that are Authorized Dealers. Customer shall comply with all applicable laws, regulations, and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under these Terms. Each party certifies that it will not violate the federal Anti-Kickback Statute in performing these Terms. Customer represents and warrants that it will comply with all applicable laws governing the sale of the Products, including verification of prescriptions and other required documentation, and will maintain all licenses and certifications required by law. Customer further agrees to comply with all laws, regulations, and instructions relating to: (a) the storage and distribution of medical products; (b) medical device record-keeping requirements, including the collection of prescriptions; and (c) maintaining records of the serial and/or batch numbers of Products dispensed to patients. Customer will immediately notify LiViliti of any circumstance suggesting that a Product has caused or contributed to a death or serious injury, or has malfunctioned in a way that would likely cause harm if it recurred (21 CFR 803.50), or that otherwise triggers any comparable law where Customer operates. Specifically, Customer agrees to: (i) promptly inform LiViliti of any complaint or adverse event involving the Products that relates to injury, safety, or Product performance, so that LiViliti can meet its own regulatory reporting deadlines; (ii) report to LiViliti all available information concerning the complaint, including any written, electronic, or oral communication alleging a deficiency in the identity, quality, durability, reliability, safety, effectiveness, or performance of the Product; (iii) maintain records of (A) the name of the Product; (B) the date the complaint was received; (C) the Unique Device Identifier (UDI) and the serial and/or lot numbers of the Product; (D) the name, address, and telephone number of the complainant; and (E) the nature of the complaint; (iv) follow LiViliti’s instructions regarding any recall or other safety action affecting the Products, maintain records sufficient to identify and notify all downstream recipients of affected Products, and cooperate in any recall and its effectiveness checks, with the costs of a recall borne by the party whose act or omission caused it; and (v) if Customer is unable to comply with subsection (iii), provide LiViliti, solely for notification purposes, with a complete list of the names and addresses of all patients affected by a recall of the Product.
To ensure quality service and satisfy recordkeeping requirements, Customer shall retain the records required under this Section for five (5) years. LiViliti may audit and inspect Customer’s facilities upon reasonable notice. Customer represents and warrants that, during the past five years, neither it nor, to Customer’s actual knowledge, any of its employees or agents has (y) made any unlawful contribution to any candidate for foreign office or failed to fully disclose any contribution as required by law, or (z) made any payment to any government official or other person charged with public or quasi-public duties, other than payments required or permitted by applicable law, including the Foreign Corrupt Practices Act or other anti-bribery law.
LiViliti will periodically check the applicable federal and state databases to confirm that Customer is not debarred, suspended, ineligible, or excluded from participating in any state or federal health care program (an “Excluded Entity”). LiViliti does not do business with any Excluded Entity. Customer must immediately notify LiViliti if it becomes an Excluded Entity.
LiViliti may provide evaluation products and samples to Customers in reasonable quantities so that Customers and patients can assess the appropriate use and functionality of the Products. Customer shall not sell, bill, or trade any evaluation product or sample. The delivery or acceptance of any evaluation product or sample is not conditioned on any current or future purchase of Products.
18. Confidentiality: All non-public, confidential or proprietary information of LiViliti, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by LiViliti to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with these Terms is confidential, solely for the use of performing these Terms and may not be disclosed or copied unless authorized in advance by LiViliti in writing. LiViliti shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.
19. Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
20. Indemnification. Customer will indemnify, defend, and hold LiViliti and its affiliates harmless from any and all liability, including costs, expenses, and reasonable attorneys’ fees, for any injury, loss, claim, or damage arising from or relating to: (a) the negligent operation, acts, or omissions of Customer or its employees, agents, or contractors; or (b) Customer’s breach of these Terms. Customer’s indemnification obligations survive termination of these Terms.
21. Customer Communications: Customer authorizes LiViliti to communicate with it by mail, email, text, telephone, or facsimile to provide information about LiViliti’s Products, pricing, and promotions. Customer also authorizes LiViliti to monitor and record calls between the parties for quality assurance and training. All formal notices required under these Terms will be in writing and sent by prepaid U.S. mail or overnight delivery service.
22. Force Majeure: No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms (except for any obligations of Customer to make payments to LiViliti hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 30 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 60 days following written notice given by it under this Section, either party may thereafter terminate these Terms upon 10 days’ written notice.
23. Default and Termination: In addition to any remedies that may be provided under these Terms, LiViliti may terminate these Terms with immediate effect upon written notice to Customer, if Customer: (a) fails to pay any amount when due under these Terms; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination of these Terms including, but not limited to, the following provisions: Sections 4, 9, 12–14, 16–20, 23, 25, and 26.
24. Waiver: No waiver by LiViliti of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by LiViliti. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
25. Governing Law: All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Florida. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
26. Jurisdiction; Venue: Any legal suit, action, or proceeding arising out of or relating to these Terms shall be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case located in Lake City, Florida, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
27. Amendments: LiViliti may change these Terms at any time in its sole discretion, without prior notice to Customer. The current Terms are available on LiViliti’s website at [LINK], and Customer agrees to review them before purchasing any Products. Customer’s purchase of Products after a change to these Terms constitutes Customer’s acceptance of and agreement to such change.
28. Assignment: Customer may not assign or transfer any of its rights, or delegate any of its obligations, under these Terms, in whole or in part, without LiViliti’s prior written consent, and any purported assignment or delegation without that consent is void. LiViliti may freely assign or transfer its rights and obligations under these Terms, including to an affiliate or in connection with a sale of its business or assets. These Terms bind and benefit the parties and their permitted successors and assigns.