Terms

TeleEMC iPad® Equipment Placement Agreement

 Agreement made by and between Client and TeleEMC LLC, a company organized and existing under the laws of the state of Florida, with its principal office located at 4800 N. Federal Hwy., Suite B105, Boca Raton, FL 33431.

 Whereas, TeleEMC is the owner of certain equipment and software described in Exhibit A attached hereto; and

 Whereas, Client has requested that TeleEMC loan the Property to the Client; and

 Whereas, Client agrees to keep and maintain the Property only at the location described in Exhibit B attached hereto (the Equipment Location); and

 Whereas, Client agree to comply with all other terms and conditions set forth in this Agreement and to limit use of the Property to the use described in Exhibit A attached hereto.

 Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

 

1. Placement of Property

TeleEMC agrees to place the Property on temporary loan to the Client for the limited use by the Client within the terms of this Agreement. The Property shall be maintained only at the Equipment Location described in Exhibit B and shall not be moved from the Equipment Location without the written consent of TeleEMC. The Property shall be delivered back to TeleEMC upon demand and without delay following such demand at the expense of the Client. If at any time the TeleEMC delivers additional property to the Client, such additional property shall be subject to the terms and conditions of this Agreement unless specifically agreed by the parties in writing.

2. Access to Equipment

Client shall provide TeleEMC with access to its premises to TeleEMC or its agents at any time during normal business hours or after normal business hours in the event of a bona fide emergency for the purpose of inspecting, maintaining or otherwise accessing the Property.

3. Limitations on Use

Client shall use the Property only for the purposes described in Exhibit B and for no other purpose. Access to the Property shall be limited to the individuals listed in Exhibit C.

4. No Liens or Encumbrances

Client shall not create nor permit any lien, security interest, or other encumbrance of any nature or kind, whether voluntary or involuntary, to attach to the Property. In the event that any such encumbrance attaches to the Property, Client shall immediately and without delay cause such encumbrance to be discharged.

5. Precautionary Security Interest in Filing

At the discretion of TeleEMC, the Client shall execute any and all documents necessary for the TeleEMC to file a precautionary UCC-1 Financing Statement with all applicable governmental offices, giving public notice of TeleEMC’s exclusive title and ownership of the Property to the public. Client shall pay any and all costs and expenses associated with the preparation and filing of such documents.

6. Terms and Termination

The operation of this Agreement shall continue for so long as any Property of the TeleEMC has not been returned to TeleEMC.

7. No Interference with Title

Client agrees that it shall take no action whatsoever that is inconsistent with the ownership of TeleEMC in and to the Property. Client shall take any and all steps that are required to defend the title of TeleEMC in and to the Property and shall execute any and all documents requested by the TeleEMC confirming TeleEMC’s title in and to the Property.

8. Care and Maintenance

A. Client shall be responsible for the care and maintenance of the Property during the term hereof and shall take all steps necessary to assure that the Property remains in good working order, in the same condition as when delivered to the Location. Client shall  be responsible for the safe working of the Property, the proper operation of the Property, and the safe installation of the Property in accordance with all specifications and safety requirements. Client shall take all necessary actions to assure that the Property is not misused, damages, or subject to risk of harm.

B. Upon delivery to the Location, Client shall be responsible for any and all risk of loss, damage, destruction, theft or any other diminution in value or any damage or injury  caused directly or indirectly by or as a result of the Property or the operation thereof and  shall hold the Equipment harmless from and against the same. Client shall pay to TeleEMC for any damage, loss or destruction, regardless of the cause  therefore. In the event of the destruction of the Property, Client shall pay to TeleEMC the entire replacement cost of the Property. Client shall assure that the Property is fully covered by insurance to its full replacement value.

9. Alterations, Additions

Client shall not alter the Property in any manner without Owner’s prior written approval.

10. Warranty Disclaimer

A. The Property is being provided for the use of Client as an accommodation to the  Client. TeleEMC makes to representations or warranties as to the condition or operation of the Property. THE PROPERTY IS PROVIDED AND CLIENT ACCEPTS THE  EQUIPMENT ON AN AS IS BASIS AND WITH ALL FAULTS AND DEFECTS. EQUIPMENT OWNER HEREBY DISCLAIMS ANY AND ALL WARANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

B. Client agrees that it shall indemnify and hold the TeleEMC harmless from and against all damages, claims, liabilities, actions, suits, threats, demands and settlements arising directly or indirectly from the use and operation of the Property, made by Client or any other party, including but not limited to incidental and consequential damages, lost profits, business interruptions damages, injury related damages, special and punitive damages, even if TeleEMC is advised that such damages are possible or reasonably anticipated. 

11. Confidentiality

For purposes hereof, Confidential Information means Client information, operating programs, and data or technology incorporated in the Loaned Property, but does not include, however, any information:

A. Client develops or acquires independent of any contact with Owner and the loaned property; 

B. Already in Client’s possession prior to contact with Owner or the Loaned Property; or

C. Generally available to the public on an unrestricted basis in the form provided by Owner. All such Confidential Information shall be held in strictest confidence and may  not be accessed, used, or disclosed except as strictly necessary to execute the  Authorized Use.

D. Client agrees to report promptly to Owner any unauthorized access, use, or disclosure of Owner’s Confidential Information, as well as any action (or attempt to take action) of any person to delete, disable, deactivate, intercept, interfere with, or otherwise  access, modify, or disrupt the Loaned Property or the safe and secure operation thereof.

12. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

13. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida.

14. Notices

Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

15.  Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto.  If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third.  The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 

16. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

17. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

18. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

19. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

20. Compliance with Laws

In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

 

Exhibit A

iPad (the 6th generation)

 The iPad is a 9.7-inch tablet computer designed, developed, and marketed by Apple Inc.

The device will be made available to the client with either a black or white front glass panel and various connectivity and storage options. Storage size options made available to client shall include either 32 GB, or 128 GB; 

CPU – 2.34 GHz quad core (two used) 64 bit
Memory –  2 GB LPDDR4 RAM
Operating System –   iOS 12.2 released March 25, 2019 

 

 

Exhibit B

The Product shall be used exclusively for the purpose of registering, collecting patient documentation, and to provide telemedicine services via preloaded EClinicalWorks applications.

All property shall be maintained at the offices of the designated Chiropractor that agreed to these terms and conditions.

Exhibit C

Property shall be limited to the individuals that are patients, and associates of the organization or P.A 

TeleEMC LLC

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