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Terms & Conditions

Property of Sound Imaging

These “Terms & Conditions” are offered to you by Sound Imaging, Inc. 8535 Arjons Drive Suite A, San Diego, CA 92126, U.S.A. (“SI”).

Acceptance of Terms & Conditions

By purchasing parts and/or accepting the product(s) you agree to be legally bound by all of the Terms & Conditions contained or referenced herein or further specified in your executed agreement. If you do NOT agree to all of these terms, you should NOT purchase any parts from Sound Imaging, Inc.

Modification of Terms

These Terms & Conditions may be changed by SI from time to time, and without actual notice to you, unless you have a separate signed agreement. Any such amended Terms & Conditions shall be effective upon posting. You are advised to regularly review any applicable Terms & Conditions.

1.1 The Personal Information we collect

In the course of using the Relevant Services, we ask you to provide us with certain personal information (“Personal Information”). Personal Information includes, your name, contact details and professional details.

We also process statistical analytics information about your use of the Relevant Services, such as general behavior patterns, IP address (and the general location corresponding to the address), time and date of access, type of browser used, language use, links clicked and the web pages you accessed.

We do not knowingly collect personal information from children under the age of 18.

1.2 Third Parties Receiving Information and International Data Flows

Some of our services rely on third parties with whom we share some user information for the purpose of providing and maintaining these services to our users. These third parties include service providers that are authorized to use your personal information only as necessary to provide these services to us and our users, and not for their own promotional purposes. We do not rent or sell your information to any third party. Any transfer of data outside your region to any third party service provider is done only to countries with adequate data protection, as defined by relevant regulations. Our services may be accessed internationally by us for the purpose of day to day use or service maintenance.

We reserve the right to disclose any information obtained by us if required by law or by any governmental authority; in case of emergency; or to a successor entity in connection with a merger, acquisition, bankruptcy or sale of all or substantially all of our assets.

1.3 Retention Period

We will retain your personal information for as long as you use the Relevant Service, and for a period afterward, as dictated by a reasonable backup policy and any relevant regulations.

1.4 Security

We are concerned with safeguarding your information. We employ a variety of organizational and technical security measures designed to protect your information from unauthorized access and disclosure. Your information is protected, in compliance with ISO 27001 standards, using state of the art technical security measures, such as: • Encryption and authentication mechanisms • Regular threat and vulnerability assessment • Physical site security We also take various organizational measures to ensure data security, such as: • Lawful data processing reviews • Privacy impact assessments

We cannot guarantee that your personal information or private communications will always remain private and secure. We are obliged to notify you of any security breach resulting in high risk of private data exposure.

1.5 Cookie Policy

Like many websites and applications, we use “cookies” to collect information. A cookie is a small data file that we transfer to your computer or mobile device for record-keeping purposes. You can instruct your browser or device, by changing its options, to stop accepting cookies or to prompt you before accepting a cookie from the website you visit. If you do not accept cookies, however, you may not be able to use all portions of the Site or all functionality of the Relevant Services. We may present links in a format that enables us to keep track of whether these links have been followed.

Accessing, Editing, and Removing Your Information

Users may in some cases be able to review and edit the personal information they have provided to us by logging into your account on the Website and editing their account. Although most changes may occur immediately, information may still be stored in a web browser’s cache. We take no responsibility for stored information in your cache, or in other devices that may store information, and disclaim all liability of such. In addition, we may, from time to time, retain residual information about you in our backup and/or database.
We post customer testimonials/comments/reviews on the Website which may contain personal information. We do obtain the customer’s consent via email prior to posting the testimonial to post their name along with their testimonial. If you wish to update or delete your testimonial, you can contact us at support@mriroomalert.com.
The Website offers publicly accessible blogs or community forums. You should be aware that any information you provide in these areas may be read, collected, and used by others who access them. To request removal of your personal information from our blog or community forum, contact us at support@mriroomalert.com. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why.
If you choose our referral service to tell a friend about our site, we will ask you for your friend’s name and email address. We will automatically send your friend a one-time email inviting him or her to visit our site. MRI ROOM ALERT stores this information for the sale purpose of sending this one-time email and tracking the success of our referral program. Your friend may contact us at support@mriroomalert.com to request that we remove this information from our database.

Parts Limited Warranty Policy

All parts, unless stated otherwise, are shipped with a 30-day limited warranty against material defect. This limited warranty is provided in lieu of any other warranties, express or implied, including any implied warranty of fitness or use. The warranty expressly excludes any malfunctions, failures or other problems caused by or related to improper installation, use or maintenance, installation or use in an environment or at a site not in compliance with original equipment manufacturer (“OEM”) specifications, or other circumstances and conditions that fail to comply with OEM specifications. The warranty is limited to repair or replacement of the defective part, or refund of the purchase price for such part, at SI’s (SI) option. Any warranty claim must be made, by written notification to SI within 30 days of shipment of the defective part from SI to Client. Any defective part subject to a warranty claim must be received by SI within 14 days of provision of written notification of the warranty claim; otherwise, Client will be billed the replacement part price, in addition to the full price of the item as listed by Original Equipment Manufacturer if not promptly returned. Warranty is void if contamination is found. If Client fails to pay within time frame referenced on the invoice, all warranties will be considered null and void. In the rare instance any warranty claim is issued, it is the sole responsibility of the Client to pay for (1) the shipping of the replacement part from SI to the specified shipping location provided by the Client and (2) the shipping of the defective part from the original location listed on the Purchase Order (PO) to Sound Imaging, Inc. 8535 Arjons Drive Suite A, San Diego, CA 92126. Credits are non-refundable and may only be applied for future purchases.

Shipping Policy

The Buyer shall be responsible for all duties, taxes, interest, and other charges due on purchased items and it is highly recommended that Insurance for the item be obtained from the Freight Company, or from an independent insurance provider. Any damages that occur during shipping / transportation of the item purchased or to the exchange “core” item is the responsibility of the Buyer and will be invoiced by SI accordingly. The purchased item and/or exchange “core” item is the property and responsibility of the Buyer upon leaving SI’s premises.

Confidentiality

The Terms & Conditions of your Agreement are confidential and shall not be disclosed except as necessary to the performance of this Agreement or as required by law. S.I.’s communications with prospective purchasers are to be handled exclusively through S.I. unless otherwise directed by S.I. in writing. S.I. agrees to limit any discussions during inspection or in the course of due diligence to technical or logistical issues and further expressly agrees to NOT discuss any financial issues with prospective purchasers. All discussions regarding technical issues, extensions, and course of due diligence have to be in writing and agreed upon by both parties.

Limitation of Liability

The parties agree that SI shall not be liable for any losses, damages, or injuries sustained, or claimed to be sustained, as the result of the operation, non-operation, malfunction or use of the Equipment, or the provision of medical services utilizing the Equipment. Furthermore, SI shall not be liable or responsible for any loss, damages or impairment to the Equipment that may occur during the de-installation, rigging, transportation, installation or ramp up of the Equipment, unless caused by SI’s gross negligence or willful misconduct. Client agrees to inspect shipping package for shock-watchers, tilt-watches, or other sensory devices, as applicable, and notify SI immediately if package is damaged. Failure to do so will hold harmless SI for any D.O.A or other warranty claim. SI shall not be liable for any Equipment failures or malfunctions caused by Client’s failure to provide an installation facility compliant with all OEM specifications for the Equipment. In no event shall SI’s total liability in damages or otherwise exceed the total of the payments, if any, received by SI from Client for the services furnished or to be furnished pursuant to the Agreement. In no event shall SI be liable for incidental, consequential, indirect, punitive or special loss or damages of any kind, such as but not limited to lost business revenue, lost profits or costs of downtime, however caused, whether based on contract, tort (including negligence) or any other legal theory. SI assumes no responsibility whatsoever for any matters relating to Equipment calibration and use. Client hereby agrees to indemnify hold harmless and defend through counsel of SI’s choice SI and its respective officers, employees, agents, representatives, and their respective successors and assigns from and against any and all loss, liability, damages, claims, causes of action, costs, and expenses, including but not limited to property damage, bodily injury, attorney’s fees and any other types of liability, whether accrued, absolute, contingent or otherwise, arising out of or related to the ownership, use, or misuse of any of the Equipment at any time. SI specifically and expressly disclaims any express or implied warranties of fitness, merchantability, or suitability whatsoever. Limitation of Liability.

SOUND IMAGING INC. IS NOT RESPONSIBLE FOR ANY FAILURES OR DELAYS IN PERFORMING UNDER THIS AGREEMENT THAT ARE DUE TO EVENTS OUTSIDE OF ITS REASONABLE CONTROL. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW, THE STATE OF CALIFORNIA, SOUND IMAGING INC. AND THEIR OFFICERS, AGENTS, AND EMPLOYEES WILL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE PERFORMANCE OR OMISSION OF ANY REPAIR SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFIT (INCLUDING LOSS OF PROFITS ON CONTRACTS); LOSS OF REPUTATION; LOSS OF OPPORTUNITY; LOSS OF USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA; OR ANY COSTS OF RECOVERING, PROGRAMMING, OR RESTORING ANY PROGRAM OR DATA STORED ON YOUR PRODUCT OR ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON YOUR PRODUCT. SOUND IMAGING INC. SPECIFICALLY DOES NOT WARRANT THAT IT WILL BE ABLE TO (1) REPAIR OR REPLACE YOUR PRODUCT WITOUT RISK TO OR LOSS OF PROGRAMS OR DATA, OR (2) MAINTAIN THE CONFIDENTIALITY OF DATA. IF ANY PRODUCT SHOULD BE DAMAGED OR LOST WHILE IN SOUND IMAGING’S CUSTODY, SOUND IMAGING’S LIABILITY WILL BE LIMITED TO THE COST OF REPAIR OR REPLACEMENT OF THE AFFECTED PRODUCT. OTHERWISE SOUND IMAGING’S LIABILITY FOR ANY AND ALL DAMAGE SHALL IN NO EVENT EXCEED THE PAYMENTS RECEIVED BY SOUND IMAGING INC. FOR SERVICES PROVIDED PURSUANT TO THESE TERMS. THE REMEDIES SET FORTH HEREIN SHALL BE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH BY SOUND IMAGING INC. UNDER THESE TERMS AND CONDITIONS.

Dispute Clause

All sales transactions are governed by California law. Any disputes arising out of or related to sales of equipment shall be brought exclusively in the state or federal courts located in San Diego, California. The parties consent and submit to personal jurisdiction and venue in the state or federal courts located in San Diego, California. If SI is required to institute legal proceedings to collect any sums due as a result of sales transaction, the prevailing party in any such proceeding shall be entitled to recover its reasonable attorney fees and costs incurred.

Severability

If any term, provision, covenant, or condition of the Agreement, or the application thereof, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and not invalidated, and application of such provision(s) to persons, entities, or circumstances shall be interpreted so as best to reasonably effect the intent of the Parties.

Headings

The headings of the sections of the Terms & Conditions are used for convenience purposes only and shall not constitute a part hereof or affect in any way the meaning or interpretation of the Terms & Conditions.

SI EQUIPMENT PURCHASE AGREEMENT
TERMS & CONDITIONS These “Terms & Conditions” are offered to you by Sound Imaging, Inc. 8535 Arjons Drive Suite A, San Diego, CA 92126, U.S.A. (“SI”). Acceptance of Terms & Conditions

By purchasing Equipment you agree to be legally bound by all of the Terms & Conditions contained or referenced herein or further specified in your executed Purchase agreement. If you do NOT agree to all of these terms, you should NOT purchase any equipment from Sound Imaging, Inc.

Modification of Terms

These Terms & Conditions may be changed by SI from time to time, and without actual notice to you, unless you have a separate signed agreement. Any such amended Terms & Conditions shall be effective upon posting. You are advised to regularly review any applicable Terms & Conditions.

Sale

SI agrees to sell (BASED ON AVAILABILITY) and Buyer agrees to purchase from the SI the equipment listed on Equipment Purchase Agreement in accordance with the Terms & Conditions specified herein. Buyer’s ability to acquire financing shall not impact the enforceability of this Agreement, unless specified in the Purchase Agreement. All sales are As-Is, Where Is, Unless SI has agreed to installation, service/or warranty for that particular Purchase Agreement. Please check “Inspection Terms” in terms and conditions if inspection term clause is in the Purchase Agreement of Equipment.

Marketing

SI reserves the right to utilize logo’s associated with partners, customers & vendors who have conducted business with SI on all marketing, social media, website and platforms at SI’s discretion. SI also reserves the right to publish testimonials from partners, customers & vendors on all marketing, social media, website and platforms at SI’s discretion. At no time shall any revenue generated from these marketing efforts, testimonials, logos, cross-branding, etc. be due back to partners, customers & vendors. SI shall not need to receive a release from partners, customers & vendors in order to utilize testimonials, logos, etc. however may choose to do so at their own discretion.

Equipment Availability

In the event, that due to circumstances beyond the control of SI, the equipment is not available on the contracted date, then the SI cannot be held liable. In the event the actual equipment quoted is not available, SI reserves the right to void the Purchase Agreement and return any deposits. SI’s obligation under the Purchase Agreement are subject to equipment availability., which shall be determined at SI’s own discretion. The Equipment is being sold as is, where is.

Deposit Terms

Buyer agrees to send an agreed upon deposit to SI within twenty-four (24) hours of the execution of Equipment Purchase Agreement, via bank wire transfer or certified company check. Until a deposit and signed contract is received, the Equipment listed in the Equipment Purchase Agreement is subject to sale.

Delay

If buyer fails or refuses to take possession of the equipment by an agreed upon date or for than three (3) days after the date such equipment is made available to Buyer, such failure is considered breach of contract by Buyer and SI at it’s option, do any or any combination of the following: (a) charge Buyer reasonable storage fees as a minimum of $450 per month for portable systems, $800 per month for fixed systems and a market price for systems on power and mobile systems with a minimum of $100 per day- Buyer is also responsible for cryogen costs during delays, and appropriate insurance, (b) terminate the agreement, and retain all deposits or other payments made by Buyer to compensate SI for cost associated with Buyer’s breach after 30 days. (b) demand immediate full payment, (c) de-install/remove/pick-up the Equipment at Buyer’s cost, (d) terminate the agreement, and retain all deposits or other payments made by Buyer to compensate SI for cost associated with Buyer’s breach after 30 days. Seller may, but is not required to, sell any equipment identified to the Purchase Agreement to another party to mitigate its damages resulting from Buyer’s breach after 30 days. Any amounts in excess of the purchase Price realized by SI upon sale of such equipment will remain the sole property of SI.

In case, SI has agreed to installation, service/or warranty obligations of any kind and Buyer fails or refuses to provide a room or space specific to OEM ready to accept equipment to be properly installed within thirty (30) days after the agreed on the Purchase Agreement, such failure will give the option to SI to not perform any installation, service and/or warranty obligations, making the sale an As-Is sale. Nothing herein is intended to limit any other remedies available to SI under applicable law as the result of Buyer’s breach of contract.

Installation and Service Agreement

If SI has agreed to perform installation or other services such as service or PM on Equipment, the terms of this section shall apply. Buyer agrees that the site will be ready for installation prior to the delivery date and Equipment available for service/repair. Buyer agrees to reimburse SI for the costs of any and all delays of the installation or services not caused by SI or SI’s agents, costs including but not limited to: (a) a minimum of $2,500 per day per each person that SI and SI agents are deployed but unable to work to complete the installation, and a minimum of $250 per hour for service and repair completion; (b)all travel rated at $100 per hour and cost associated with having to redeploy SI or SI agents; (c) Any additional transportation and storage charges for the Equipment if applicable and (d) any additional charges for requested return trips as well as legal and scheduling fees if apply. Buyer agrees to provide a qualified representative to certify the condition or availability of the work to be performed which meets the criteria of the Purchase or Service Agreement. If Buyer fails to provide a qualified representative or fails to provide SI with written notice of a problem with 72 hours, the Buyer agrees to conclusively waive any claims arising from the service and/or installation. Any warranty or service coverage will be null and void, if installation or service is delayed for any reason other than SI’s delay and the Equipment at Buyer’s site. Buyer is responsible for all Network connections to the equipment. Buyer is required to provide a qualified person familiar with the network configuration for the facility to work in conjunction with the installing engineer. Network connectivity will be tested by transmitting images over the Buyer’s Network. Subsequent service call for network issues will be extra charges to Buyer.

Payment Terms

The Total Contract Price is payable in advance in equal consecutive monthly installments, within ten (10) days of receipt of an invoice from Sound Imaging. Customer’s failure to make timely payment pursuant to this Agreement is a material breach, for which (in addition to other remedies) Sound Imaging may terminate this Agreement or suspend performance of its services hereunder until all past due amounts are brought current. If Sound Imaging suspends or terminates its services, Sound Imaging shall not be responsible for completion of the services, nor shall Sound Imaging be responsible for any consequence relating to the termination or suspension of such services. Any payment not made when due shall bear an Interest from the due date until paid at the rate of 1 1⁄2 % per month or the maximum rate permitted by law whichever is less. Customer will reimburse Sound Imaging for all costs (including actual attorneys’ fees) relating to collection of past due amounts.

Insurance

Customer shall provide and maintain insurance regarding the possession, use and operation of the Equipment. Customer shall carry on/off-premise power supply insurance coverage which shall include a $500,000.00 per occurrence and a $1,000,000.00 aggregate liability insurance policy to cover any repairs, maintenance and replacement of the Equipment as a result of any power supply interruption and/or deficiency, naming Sound Imaging as loss payee. Certificate must be provided to Sound Imaging.

Termination

This agreement shall remain in effect for the Term specified on the first page. Both Parties have the option to cancel the contract with a 60-day notice in writing and is given to the other party. If such written notice is given, no service will be rendered, or parts provided by us, unless there is a signed approval from the customer which will be billed at the approved rates in effect at the time. In the event that Customer breaches this Agreement and/or defaults on Customer obligations set forth in this Agreement, at Sound Imaging’s option, Sound Imaging may choose to do one or more of the following; (i) declare all amount(s) immediately due and payable to Sound Imaging; (ii) collect from Customer, on all monies due but unpaid for more than 10 days, a late charge of 11⁄2 % (one and a half percent), or lawful maximum, each month until paid; and/or (ii) terminate the Agreement with a 3 day written notice to Customer.

Taxes

Sound Imaging’s prices do not include sales, use, excise, or similar taxes. Consequently, in addition to the prices specified herein, the amount of any present or future sales, use, excise, value-added or other similar tax applicable to the products or service furnished hereunder shall be paid by the customer, or in lieu thereof the customer shall provide Sound Imaging with a tax-exemption certificate acceptable to the taxing authorities.

Excusable Delays

Sound Imaging shall not be liable for delays in performance or failure to perform due to causes beyond its reasonable control, such as, but not limited to, acts of God, acts of Customer, acts of civil or military authority, governmental priorities, fires, strikes or other labor disturbances, floods, epidemics, quarantine restrictions, war, riot, delays in transportation or inability due to causes beyond its reasonable control to obtain necessary labor, materials, components, services or manufacturing facilities. In the event of product shortage, Sound Imaging shall have the right to allocate its available resources among its customers in such manner, as Sound Imaging shall consider equitable.

Misc.

The sale price is in US Dollars and does not include applicable sales or state taxes, which are the responsibility of the BUYER. The Equipment is being sold as is, where is. BUYER agrees to purchase the Equipment described above and by signature indicates acceptance in its entirety of all Terms & Conditions set forth in the Equipment Purchase Agreement and the attached Purchase Agreement Terms and Conditions. BUYER ‘s acceptance acknowledges that the BUYER has read, fully understands, and is in agreement with the conditions set forth in the Purchase Agreement and the attached Purchase Agreement Terms and Conditions and the information contained therein.