HEIDELBERG ENGINEERING, INC. –
INSTRUMENT SERVICE AGREEMENT COVERAGE WITH TERMS AND CONDITIONS

1. COVERAGE

The Heidelberg Engineering, Inc. (hereafter referred to as HEI) Annual Service Agreement (also known as the Total Care Program) ensures optimal performance of your HEI devices and software. By reducing the likelihood of unexpected and un-budgeted costs, the plan also allows for accurate management of the overall budget and provides peace of mind knowing your device and your data are well-maintained and that assistance is only a call or email away.

Telephone Technical Support

HEI’s experienced and responsive Technical Support team shall provide unlimited telephone support between the hours of 8:00 am and 7:00 pm ET Monday through Friday for issues related to troubleshooting, diagnostics, or user operation, providing quick and reliable solutions to keep your practice running smoothly.

Telephone Application Support

The HEI Applications Support team have extensive experience as ophthalmic photographers and technicians. The team members shall provide unlimited telephone support between the hours of 8:30am and 5:00pm ET Monday through Friday for questions related to imaging techniques, modalities, and the use of the instrument software.

Remote Log-in Support

HEI Support teams shall provide unlimited remote log-in support between the hours of 8:00 am and 7:00 pm ET Monday through Friday to troubleshoot and resolve issues, minimizing interruptions to patient workflow by eliminating the need for an on-site visit.

Online Support (Email and Web)

HEI Support teams shall provide a response to your email and/or website inquiries within twenty-four (24) business hours.

Replacement Parts

HEI shall provide replacement parts to maintain your instrument at the highest level of operation.

Repair of manufacturer defects for damaged lenses are covered for the lifetime of the lens
Peripheral equipment, such as monitor and computer, are covered by manufacturer warranty for three (3) years
Repairs of defective data drive and/or archive drive are covered for the life of the instrument. Customers with full storage drives may purchase replacements via HEI
Operating system drives are covered for the life of the instrument. Operating system upgrades may be purchased via HEI, with telephone support provided by our Technical Support team
Repair of damage to the mechanics of the system table from any cause other than conventional use will be covered for five (5) years

On-site Field Service

HEI Field Service Engineers located across the United States shall provide on-site support within forty-eight (48) business hours from the time the call is placed with our Technical Support team and the determination is made that on-site service is required.

Time & Labor

HEI shall provide all time and labor during standard business hours from 8:00 am to 5:00 pm local time Monday through Friday. Service requested by the customer to be performed outside the standard business hours is subject to additional fees.

Dispatch Fees

HEI shall provide on-site support by our Field Service Engineers with no travel or dispatch charges.

Expedited Loaner Services

In the event your instrument requires in-house repair in our Franklin, MA, facility, HEI shall provide a loaner instrument for the duration of the repair. The loaner instrument and Field Service Engineer will arrive at your site within forty-eight (48) business hours to install the device.

Equipment Preventative Maintenance

HEI shall provide a comprehensive, proactive in-service health assessment for your system during the coverage period. Our engineers will – on a coordinated effort with the customer – remotely access the system, download and analyze the log files of each camera system for performance trends, and make recommendations as appropriate to help keep your system operating at peak performance. A profile report on the health of your system will be provided to you as part of this plan.

HEYEX Software Maintenance

Customers with an active Service Agreement will receive priority notification about new software releases with convenient links for downloading to the newest version. All software updates and support are provided at no charge.

HEYEX 2 Annual Maintenance & Licensing (if applicable)

The HEYEX 2 Annual Maintenance & Licensing Plan is a plan for customers with HEYEX 2 that can be purchased as standalone coverage for HEYEX 2 software or in combination with the Total Care Program for full software and hardware coverage. It includes the following:

HEYEX 2 Software Licensing: Annual licensing for the HEYEX 2 software is required for uninterrupted access to all the functionalities of the platform.
HEYEX 2 Software Updates: Regular software updates ensure your system always has the latest technology and features. Additionally, access to bug fixes and the latest firmware versions allow for seamless communication between the device and the HEYEX 2 software. As software updates become available, we will notify you to schedule a remote installation of the update.*

*Remote installation of software updates requires access to the internet. If your system does not have access to the internet, on-site installation can be arranged for an additional fee.

2. AGREEMENT

A. HEI offers an all-inclusive Service Agreement in increments of (1) year, which are available after the expiration of the instrument warranty period. This agreement applies to any HEI instrument that has been placed under the Service Agreement.
B. The all-inclusive Service Agreement provides comprehensive coverage for your instrument to ensure optimal performance and availability throughout the term of the agreement. See section 14 under “Coverages” for details. The term of this agreement is for one (1) year from the start date shown on the agreement quotation unless a multi-year term agreement is purchased.
C. This agreement is contingent upon the current satisfactory condition of the instrument. A scheduled , billable service call may be required to certify the instrument status if the instrument has been out of warranty, or not covered by a Service Agreement for period greater than ninety (90) days. Pending inspection and all possible repairs, the instrument will become covered by a Service Agreement.

3. ACCEPTANCE

Unless a separate written agreement is entered between HEI and customer either modifying this agreement (“Agreement”) or setting forth which term will control, the following terms and conditions are part of HEI’s quotation and shall become the exclusive and binding agreement between HEI and customer with respect to the order of the customer for instrument servicing and maintenance. This Agreement is subject to acceptance by HEI at its office in Franklin, Massachusetts. Notwithstanding anything else to the contrary, HEI is free to accept or reject service orders from customer. Acceptance by HEI shall be deemed to have occurred if HEI does not advise the customer to the contrary within three (3) business days of the date on which this Agreement is signed on behalf of the customer. During that three day period, the customer may also cancel this Agreement by notifying HEI in writing at the address shown on the front of this Agreement. After that three day period, this Agreement shall constitute a firm and binding agreement of customer to order and of HEI to perform Full Services covered by this Agreement and shall not be cancelable by either party without the agreement of the other party, unless the other party breaches a material obligation described in this Agreement. Any cancellation of this agreement after that three day period shall result in customer’s forfeiture of any unused Agreement Price and customer shall not be entitled to any refund. Neither HEI’s acknowledgement of a customer purchase order, nor HEI’s failure to object to a customer purchase order or any other document, communication or act of customer will be deemed a waiver of any of these terms and conditions. NO TERM OR CONDITION SET FORTH IN ANY OF CUSTOMER’S SOLICITATIONS OR CUSTOMER PURCHASE ORDERS SHALL BECOME PART OF ANY ORDER OR OTHERWISE BECOME BINDING ON HEI UNLESS EXPRESSLY AGREED TO IN WRITING BY HEI. ANY CUSTOMER PURCHASE ORDER IS ACCEPTED SOLELY ON THE CONDITION THAT CUSTOMER EXPRESSLY ACCEPTS AND ASSENTS TO THE TERMS AND CONDITIONS CONTAINED HEREIN.

4. TERM OF AGREEMENT

A. The initial term of this Agreement shall be for the Agreement Period provided for herein and shall commence on the later of (i) the Effective Date set forth herein; or (ii) if this Agreement is executed at the time of purchase of the instrument, the expiration of the applicable warranty period for that instrument.
B. The Agreement Period may be renewed by the parties upon their mutual written agreement. The renewal will be for a new Agreement Period in one year increment, commencing upon the lapse of the then-current Agreement period. The parties may mutually agree to extend the Agreement Period for an unlimited number of times during the term of this Agreement, subject to its terms and conditions.
C. Failure to renew this Agreement, as provided herein, will result in the termination of all services provided hereunder. Reinstatement of support benefits will be made only upon the mutual agreement by the parties to so reinstate support and be effective upon payment of the applicable Agreement Price that is in arrears as well as the Agreement Price for the then-current Agreement Period.

5. PRICE, TERMS OF PAYMENT

A. Customer shall be entitled to full Services only during the term of this Agreement and only upon payment of the Agreement Price as set forth on the cover page hereof.
B. Payment terms are upon receipt.
C. Customer hereby warrants that all charges incurred will be honored by the applicable credit card company or bank. Customer hereby authorizes HEI to automatically renew the Agreement Period until customer terminates this Agreement in writing by sending HEI a written notice of termination at least thirty (30) days before the then current Agreement Period.
D. Any local or state sales, use or other taxes (exclusive of income taxes and franchise taxes imposed on HEI) incurred by reason of this Agreement shall be paid by the customer.
E. HEI reserves the right to withhold, without liability and without prior notice, services provided under this Agreement if the Agreement Price is unpaid, or if customer is delinquent in paying for any other services rendered by HEI or any other amounts due and payable to HEI.

6. CONDITIONS / EXCLUSIONS

A. Should persons other than HEI or its designated qualified service representative perform maintenance or repair of the instrument, and as a result, HEI determines additional maintenance or repair is necessary, such further repairs will be made at HEI applicable time and material rates and terms then in effect.
B. HEI shall have full and free access to the instrument to provide the services.
C. Service provided by HEI outside the scope of this Agreement shall be furnished at HEI’s applicable time and material rates and terms then in effect.
D. This Agreement does not cover consumable parts and supplies (i.e. paper, light bulbs, printer ribbons, ink cartridges, storage media, fuses, etc.). Parts replaced shall become the property of HEI.
E. Service to be provided on the customer’s premises is limited to performance during HEI hours of operation. Service requested by the Customer to be performed outside the standard business hours is subject to additional fees.
F. This Agreement does not include the cost of service due to: 1) repair of damage resulting from or attributable to transporting, disassembly or reassembly of the instrument by the customer; 2) neglect or misuse, acts of God, alterations or modifications to the instrument performed by others; 3) the failure of customer to provide and maintain a suitable installation environment (including electrical power, humidity control, temperature control, space, and computer platform and capacity); 4) the use of supplies, materials or third party software not meeting HEI specifications, or the use of the instrument for purposes other than those for which it was specifically designed; 5) the provisions of optional retrofits; 6) services connection with equipment relocation; 7) repair of laptop computers/docking stations, printers, monitors, work stations and view stations; 8) adding or removing accessories, attachments, or other devices; 9) exterior painting or refinishing of equipment; 10) increase in service time resulting from operator neglect or unique application.

7. INSURANCE AND WORK ON CUSTOMER PREMISES

If this Agreement requires the presence on the customer’s premises of HEI’s employees, agents, suppliers or permitted subcontractors, HEI shall not be responsible for any loss or damage to property of any kind owned or leased by the customer, its employees, servants or agents. Customer, at its sole cost, shall maintain insurance coverage throughout the entire term of this Agreement with insurance companies and coverage acceptable to HEI.

8. DISCLAIMER OF WARRANTIES

The sole obligation of HEI hereunder shall be to provide service as specified herein. All other warranties of any kind are hereby disclaimed. Nothing in this Agreement shall change, extend or modify HEI’s original instrument warranty. The customer is responsible for the protection and integrity of all patient data, and HEI will not be liable for any loss of patient data. In no event shall HEI be responsible for incidental, special or consequential damages even if it has been advised of the possibility of such damages. The remedies of customer set forth herein are exclusive.

9. PROHIBITION OF INSTRUMENT USE IN HIGH RISK APPLICATIONS

Unless specifically otherwise agreed in writing by HEI, customer acknowledges that instruments sold or serviced by HEI are not intended for and will not be used in high risk applications, including but not limited to, life support systems, human implantation, nuclear facilities or systems, or any other application where product failure could lead to loss of life or catastrophic property damage. Customer will indemnify, defend and hold HEI harmless from any loss, cost or damage resulting from customer’s breach of the provisions of this paragraph, including without limitation attorneys’ fees and costs relating to any lawsuit or threatened lawsuit, arising out of such use.

10. INDEMNITY

Customer shall indemnify, defend, and hold HEI harmless from all claims, damages, expenses, liabilities and losses, including without limitation attorney’s fees and costs incurred, whether or not a lawsuit or other action is filed, that in any way arise out of or relate to any personal injuries, property damages or other losses resulting or occurring from this Agreement or the services provided under this Agreement, except to the extent such personal injuries, property damages or other losses are directly caused by the gross negligence or willful misconduct of HEI or its representatives.

11. LIMITATION OF LIABILITY

HEI SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES SUFFERED BY CUSTOMER AND/OR ANY OTHER PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING FROM THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, THE SERVICES PROVIDED UNDER THIS AGREEMENT AND/OR THE USE OR INABILITY TO USE THE INSTRUMENTS SERVICED BY HEI UNDER THIS AGREEMENT, LOSS OF GOODWILL OR PROFITS AND/OR FROM ANY OTHER CAUSE WHATSOEVER, WHETHER FORESEEABLE OR NOT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL HEI’S LIABILITY FOR ANY CAUSE OF ACTION RELATING TO THIS AGREEMENT EXCEED AMOUNTS RECEIVED AND RETAINED BY HEI UNDER THIS AGREEMENT. NO ACTION, REGARDLESS OF FORM, ARISING UNDER THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENTS WHICH GAVE RISE TO THE CAUSE OF ACTION.

12. ASSIGNMENT

HEI may assign this Agreement, without the consent of customer, provided that customer shall continue to be entitled to receive service consistent with the provisions of this Agreement from the assignee. Customer may not assign this Agreement. Any early termination of this agreement shall result in customer’s forfeiture of any unused Agreement Price and customer shall not be entitled to any refund.

13. FEES AND COSTS

Customer will pay HEI’s reasonable costs and expenses relating to the enforcement or preservation of HEI’s rights under this Agreement including reasonable attorney fees.

14. GENERAL

The relationship between customer and HEI is only that of independent contractors notwithstanding any activities set forth in this Agreement. No party is the agent or legal representative of any other party, and no party has the right or authority to bind any other party in any way. Any notice or other communication given hereunder shall be in writing and mailed to the party to which it is directed at its address shown on the front of this Agreement, or to such other address as such party shall have theretofore specified by notice. Such a notice or communication shall be deemed to have been given on the date it is mailed to the other party. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without application of its conflicts or choice of law rules, and the customer hereby consents to the exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts, with respect to any dispute that may arise under or relating to this Agreement. No provision of this Agreement shall be deemed waived, amended, or modified by either party unless such waiver, amendment, or modification is in writing and signed by the party against whom it is sought to be enforced. This Agreement constitutes the entire agreement between the customer and HEI with respect to the subject matter hereof, regardless of inconsistent or additional terms and conditions in any customer purchase order or other document submitted to HEI, and any prior understanding or agreement with respect to the subject matter hereof, oral or written, is cancelled or merged herein.

HEIDELBERG ENGINEERING, INC. – INSTRUMENT SERVICE AGREEMENT COVERAGE WITH TERMS AND CONDITIONS