02. Jail body scanner maintenance agreement

751 Park of Commerce Drive, Suite 116 Boca Raton, Florida 33487 Main: (561) 893-8484 Service: (800) 288-1722 SVC # ______ Rev. 1/1/2020 PAGE: 4 thirty (30) days after its receipt from the non-breaching party of written notice outlining such breach. Notification of the breach must be sent by the non-breaching party to the breaching party via a nationally recognized overnight carrier service. Material breach, for purposes of this Agreement, means a breach of any term or condition of this Agreement, including, without limitation, Customer’s timely payment of all amounts due under this Agreement. Notwithstanding the foregoing, CUSA will have the right to immediately terminate this Agreement or Customer’s Platinum Service Plan coverage for any Equipment under this Agreement as further provided in the Section below entitled “Exclusions.” In the event that Customer terminates this Agreement for any reason other than due solely to CUSA’s uncured material breach, Customer will be required to immediately pay to CUSA all amounts due and owing under this Agreement as of the date of the early termination, plus twenty percent (20%) of the remaining quarterly charges due under this Agreement for the remainder of the Term of this Agreement. In addition, as applicable, CUSA will be entitled to recover any other damages available to it at law or equity. Charges - Customer will be billed in advance for the upcoming quarter and payment in full in U.S. dollars is due to CUSA within thirty (30) days of the invoice date (“Due Date”). Applicable taxes will be added to the charges and reflected in the invoice sent to Customer. Prepaid charges will not be refundable except as expressly provided in subsection (b) of the Section below entitled “Exclusions.” Customer will be placed on collect on delivery (COD) status if payment is not received on the Due Date. A late charge of 1.5% per month (or the maximum legal interest rate allowed by applicable law, if less) will be assessed for payments not received by the Due Date. Additionally, CUSA may withhold performance of its obligations under this Agreement in whole or in part until any delinquent payment is received by CUSA. If payment is delinquent and cannot be collected on demand or during the cure period set forth in the Section entitled “Termination,” Customer agrees to pay all costs and expenses incurred by CUSA, including, without limitation, reasonable attorney’s fees and court costs, in connection with CUSA’s efforts to collect any payment due by Customer pursuant to this Agreement. Customer is responsible for all state, local or excise taxes levied on Service or sales during the Term of this Agreement. If Customer is tax-exempt, a current tax-exemption certificate must be mailed to CUSA immediately upon execution by Customer of this Agreement. Exclusions (a) Software (which includes, but is not limited to operating software and firmware) is not covered under this Agreement. Notwithstanding the foregoing, while the Equipment is covered under this Agreement, CUSA will provide updates for RadPRO® brand software products which CUSA or Virtual Imaging, Inc. (“Virtual Imaging”) sold to Customer. (b) If for any reason CUSA is unable to obtain Equipment parts for the Equipment covered under this Agreement, CUSA may, without liability, immediately cancel Customer’s Platinum Service Plan coverage under this Agreement as to such Equipment and refund the unearned portion of any prepaid charges for such coverage made pursuant to this Agreement. If the cost of a part needed to Service the Equipment or a replacement part exceeds fifty percent (50%) of the Equipment’s fair market value, such part will not be covered. Equipment parts replaced or removed by CUSA in connection with this Agreement will become the sole property of CUSA, and Customer hereby disclaims any and all interest therein. (c) Customer acknowledges and agrees that CUSA’s ability to perform its obligations hereunder is dependent on Customer’s full and timely cooperation with CUSA. Customer will provide CUSA clear and safe access to the Equipment for purposes of providing Service, and will maintain a fully functional and safe working environment for CUSA’s service representative to perform such Service. Customer will not relocate any Equipment covered under this Agreement from the site it was originally installed in at the commencement of the Term of this Agreement without CUSA’s prior written consent, which consent may be withheld in CUSA’s sole discretion, and CUSA may, without liability, immediately terminate this Agreement or Customer’s Platinum Service Plan coverage for the Equipment that was relocated without CUSA’s written consent. Relocation of Equipment is not provided under this Agreement. CUSA will not be obligated to perform its obligations under this Agreement with respect to any Equipment it determines was damaged as a result of (i) any willful act, tampering, negligence, abuse or misuse of the Equipment; (ii) any maintenance, repair and/or relocation service performed on the Equipment by anyone other than CUSA or Virtual Imaging personnel or a third-party who has been expressly authorized by CUSA or Virtual Imaging to perform such service on its behalf; (iii) power failures or modifications, operator error, accident, fire, flood, water damage, terrorism, war, insurrection or an act of God; (iv) use of supplies or consumable parts (other than those distributed by CUSA or Virtual Imaging); or (v) use of the Equipment with non-compatible computers, peripheral equipment or software, including, without limitation, the use of the Equipment in any system configuration not recommended in any instructions, user documentation or other documentation for the Equipment, and CUSA may also, without liability and upon written notice to Customer, immediately terminate this Agreement or Customer’s Platinum Service Plan coverage for such damaged Equipment. (d) EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY – CUSA EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE EQUIPMENT AND THE PARTS AND THE PERFORMANCE OF SERVICE. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE FURNISHING OF SERVICE BY CUSA PURSUANT TO THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT. CUSA WILL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE UNLESS CAUSED DIRECTLY BY CUSA’S NEGLIGENCE OR WILLFUL MISCONDUCT. THE TOTAL LIABILITY OF CUSA ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES OR PARTS PROVIDED WILL IN NO EVENT EXCEED THE FEE OR AMOUNT RECEIVED BY CUSA FROM CUSTOMER UNDER THIS AGREEMENT. IN NO EVENT WILL CUSA BE LIABLE FOR DAMAGES SUCH AS LOST INCOME OR LOST PROFITS, LOST DATA, OR ANY OTHER DIRECT, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL