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This Total Readiness Program Agreement Total Readiness Program – Website Terms and Conditions ("Agreement") is between Cardio Partners, Inc. ("Cardio Partners") with offices at 5000 Bradenton Ave., Dublin, OH 43017 and the Customer between Cardio Partners, Inc. ("Cardio Partners"), which operates websites including Heartsmart.com and AEDSuperstore.com, and the individual or entity completing the online purchase ("Customer") and is effective as of the date the Customer accepts these Terms and completes the online purchase ("Effective Date").

1. Scope. Subject to these terms and conditions, Cardio Partners will make available to Customer during the Term, the Equipment, Accessories and Services as part of the Total Readiness Program ("Program"). The Program details are set forth on the Customer's selections during the online checkout process and described in under the heading "Total Readiness Program Description" below.
2. Term. The term of this Agreement shall commence on the Effective Date and shall remain in effect for three (3) years ("Initial Term") unless otherwise terminated in accordance with the provisions provided herein. This Agreement will automatically renew for successive terms of one (1) year ("Renewal Term") after the Initial Term unless a party, no later than ninety (90) days prior to the expiration of the Initial Term or a Renewal Term, gives notice to the other party of its intent not to renew the Agreement for an additional term(s). The Initial Term and Renewal Term shall be referred to as the "Term."
3. Fees and Payment Terms. Customer shall pay the above referenced monthly fee for use of the Equipment, Accessories and Servies that are part of the Program. After the Initial Term, Cardio Partners may increase pricing at any time upon notice to the Customer. Payments shall be made in U.S. dollars and are payable monthly with the first payment due on the Effective Date. Past due amounts shall be subject to a monthly late payment fee calculated from the date the payment was due until paid, equal to 1.5% of the unpaid amount or the highest lawful rate permitted by the taxing jurisdiction, whichever is lower.
4. Title to Equipment. Cardio Partners will retain title to the Equipment at all times during and after the Term.
5. Tracking of AEDs. FDA regulations require tracking of the physical location of the automated external defibrillator ("AED") and the remote monitoring device ("Device"), (collectively, the "Equipment"). If Customer has multiple shipping addresses, Customer must complete and submit the location spreadsheet ("Location File"), a sample of which is set forth on Exhibit B, within three (3) days of signing the Agreement. Customer must promptly notify Cardio Partners of any change to the physical address of the Equipment by submitting a support ticket within Program Management (as defined under Total Readiness Program Description below). Customer is solely responsible for ensuring that the Equipment location and placement information is accurate and always kept up to date within Program Management.
6. Maintenance of Program and Equipment. Customer shall, at its own cost and expense, keep the Equipment in good order and repair and in compliance with the manufacturer's operating guide, instructions for use, or similar document(s). The Customer shall not make any alterations, repairs, modifications, and/or enhancements to the Equipment. Customer shall not disable, silence, or otherwise configure the Equipment to turn off any audible alerts. Customer must maintain the Equipment in an environment suitable for the Device to properly operate. This includes maintaining a reasonable noise level so audible fault alarms can be detected, avoiding nearby sources of electrical interference, ensuring adequate and compatible cellular service for the Device, and ensuring the Equipment and its sensors are not obstructed or blocked in any manner that would interfere with monitoring functionality. Customer shall promptly notify Cardio Partners if there are any faults, alarms, or indications that the Equipment is not functioning properly. Customer is solely responsible for keeping the Equipment location (physical address and placement location), user contact information, and Accessory information (e.g., pad and battery expiration dates) accurate and current within Program Management. Customer understands and acknowledges that Program notifications will be sent based on the information on file in Program Management at the time of notification.
7. Shipping. Cardio Partners will cover the cost to ship the Equipment and Accessories to Customer.
8. Installation. Customer is responsible for installing the Equipment, Accessories, and any replacement Accessories in accordance with manufacturer's instructions.
9. Storage. Customer represents and warrants that, if it installs, stores, displays, or uses the Equipment in any cabinet or enclosure ("Cabinet") not provided by Company, it will promptly apply and continuously maintain the Company-provided overlay label on any such Cabinet so as to fully cover any third-party name, logo, marks, service contact information, website, QR code, or other identifying information visible to an ordinary user.
10. Damage or Loss to Equipment. Customer shall be responsible for any damage, theft, or loss to the Equipment and shall pay all costs required for the repair or replacement of such Equipment.
11. Customer Cooperation. Customer shall fully cooperate with Cardio Partners in connection with any regulatory, legal, safety, or compliance requirements, including providing information, access, and assistance as reasonably requested. If Customer's failure to cooperate prevents or interferes with Cardio Partners' ability to meet its obligations under this Agreement or to a third party, or to otherwise comply with any applicable law or regulation, Cardio Partners may terminate this Agreement in accordance with Section 12. Further, if Customer is notified of an issue with the Equipment and fails to take corrective action as directed by Cardio Partners, Customer is fully responsible for any and all liability arising out of or relating to such failure.
12. Termination for Cause. Either party may terminate this Agreement for cause if a party materially defaults in the performance of any of its duties or obligations hereunder, which default is not substantially cured within thirty (30) days after notice is given to the defaulting party. Cardio Partners may terminate this Agreement for cause at any time if Customer: (a) ceases to function as a going concern in the normal course of business; (b) files for bankruptcy; (c) becomes or is declared as insolvent, (d) enters into or takes steps to enter into any arrangement, agreement or compromise with its creditors, or (e) takes any action, or suffers any event, which under applicable law has an analogous effect to any of the events described above.
13. Termination for Non-Payment. A missed or delayed payment is considered a material breach of the Agreement. If Customer's account is sixty (60) or more days overdue or Customer has made three (3) or more late payments in a twelve (12) month period, Cardio Partners may, upon notice to the Customer, immediately terminate the Agreement for cause, void the Medical Direction certificate, and deactivate all relevant Equipment and Services.
14. Effect of Termination. Upon termination of the Agreement by Cardio Partners for cause, Cardio Partners will invoice Customer the remaining value of the Agreement, and Customer shall immediately return the Equipment to Cardio Partners, at Customer's expense. If the Equipment is not returned within thirty (30) days of notice of termination, Customer will also be invoiced for the current fair market value of the Equipment, which will be determined by Cardio Partners in its sole discretion. Any invoices sent to Customer pursuant to this Section 14 shall be due immediately upon receipt.
15. Taxes. In addition to the monthly payments, Customer agrees to pay all taxes, assessments, fees and charges governmentally imposed upon the purchase, possession, leasing, renting, operation, control and use of the Equipment and Services. Customer agrees to pay for and reimburse Cardio Partners for any personal property, use, lease or other similar tax that is imposed or assessed by a taxing authority based on Customer's use of the Equipment or procurement of the Services. Depending on the laws of the taxing jurisdiction, sales tax may be due at the onset of the Agreement.
16. Risk of Operation. Customer agrees and acknowledges that all Equipment is used and operated at Customer's sole risk. CUSTOMER ASSUMES THE RISK FOR AND SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO PROPERTY OR INJURY TO PERSONS (INCLUDING INJURY, ILLNESS AND DEATH), WHICH MAY RESULT FROM OR ARISE OUT OF USE OF THE EQUIPMENT. If the Customer's Equipment is no longer covered by the manufacturer's warranty, Cardio Partners may offer to replace the Equipment. If the Customer elects not to replace the Equipment, the Customer acknowledges and agrees that Cardio Partners shall have no responsibility or liability for the Equipment. The Customer assumes all risks associated with continued use of the Equipment and agrees to indemnify, defend, and hold Cardio Partners harmless from any and all claims, damages, losses, or liabilities arising out of or related to the Equipment.
17. Warranties. Any warranty on the Equipment are those of the manufacturer and not of Cardio Partners. Further, the manufacturer warranty, if any, is only applicable for the warranty period listed on the Equipment's label. CARDIO PARTNERS OFFERS NO EXPRESSED OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTIBILTY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT CARDIO PARTNERS DOES NOT PROVIDE LEGAL, REGULATORY OR COMPLIANCE ADVICE. ANY SERVICES OR RECOMMENDATIONS PROVIDED BY CARDIO PARTNERS ARE PROVIDED SOLELY FOR GENERAL INFORMATION PURPOSES AND SHOULD NOT BE CONSTRUED AS LEGAL OR COMPLAINCE ADVICE.
18. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXPRESS OR IMPLIED, CARDIO PARTNERS'S CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS OR ACTIONS OF ANY KIND ARISING OUT OF, IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED $2,500. FURTHER, CARDIO PARTNERS SHALL IN NO EVENT BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS ARISING OUT OF THIS AGREEMENT.
19. Indemnity. CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD CARDIO PARTNERS AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIENS, DAMAGES, CAUSES OF ACTION, JUDGMENTS, LOSSES AND LIABILITIES OF ANY NATURE WHATSOEVER INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, ARISING DIRECTLY OR INDIRECTLY, OUT OF OR IN CONNECTION WITH, IN THE COURSE OF, OR INCIDENTAL TO CUSTOMERS (I) BREACH OF THIS AGREEMENT, (II) POSSESSION, USE, MISUSE, NON-USE, OPERATION, MAINTENANCE, OR FAILURE TO MAINTAIN THE EQUIPMENT, OR (III) ANY ACTS OR OMISSION OF CUSTOMER OR ITS EMPLOYEES, AGENTS, CONTRACTORS OR INVITEES IN CONNECTION WITH THE EQUIPMENT.
20. Recalls. Customer acknowledges that the Equipment may be subject to a recall at any time. In the event of a recall, Customer shall promptly and fully cooperate with Cardio Partners or the applicable manufacturer in the implementation of any recall-related actions, including providing all information requested by Cardio Partners. In the event of a recall, Cardio Partners may, at its option, either terminate this Agreement or provide Customer with substitute Equipment with similar functions to the recalled Equipment.
21. Insurance. Customer acknowledges that Cardio Partners is not an insurer and does not provide insurance coverage under this Agreement. Customer understands and agrees that it is Customers responsibility to obtain and maintain insurance coverage costs, expenses, losses and damages to the Equipment. Customer waives any rights of recovery against Cardio Partners by way of subrogation.
22. Press Releases. Customer authorizes Cardio Partners to use the Customer's name, logo, and general description of the Customer's participation in the Program, in press releases and other public communications, including those related to life-saving events or outcomes associated with the Program.
23. Limitation of Actions. ANY CLAIM, DEMAND, OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT AGAINST CARDIO PARNTERS MUST BE BROUGHT WITHIN ONE (1) YEAR FROM THE DATE THE EVENT GIVING RISE TO SUCH CLAIM FIRST OCCURRED. IF NOT BROUGHT WITHIN THIS PERIOD, SUCH CLAIM SHALL BE DEEMED WAIVED.
24. Governing Law. This Agreement will be governed by and construed in accordance with the applicable laws of Ohio, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the state or federal courts in Columbus, Ohio.
25. Waiver of Jury Trial. THE PARTIES AGREE TO WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN THE RESOLUTION OF THE DISPUTE OR CLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN ANY OF THE PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THIS AGREEMENT.
26. UCC. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A CUSTOMER BY ARTICLE 2A OF THE UCC.
27. Confidentiality. Customer may not disclose the terms and conditions of this Agreement to a third party without the prior written consent of Cardio Partners, except as required by law.
28. Assignment. Customer may not assign this Agreement, nor any rights, interests or obligation hereunder without the prior written consent of Cardio Partners.
29. Force Majeure. Cardio Partners shall not be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to act of God, natural disasters, fire, flood, earthquake, war, terrorism, civil unrest, labor disputes, epidemics or pandemics, governmental orders or actions, failures or interruptions of utilities, power outages, or the unavailability, disruption, or degradation of cellular networks, internet services, data transmission systems, or third-party telecommunications service. For the avoidance of doubt, temporary loss of connectivity may result in delayed data transmission or alerts and shall not constitute a breach of this Agreement.
30. Entire Agreement. This Agreement, each exhibit attached hereto, and the relevant quote, constitutes the entire agreement of the parties, superseding all prior agreements and understandings as to the subject matter hereof, notwithstanding any oral representations or statements to the contrary heretofore made. For the avoidance of doubt, if the parties have entered into any prior master services agreement or similar "master" agreement (an "MSA"), including for the purchase, supply, or lease of Equipment, the parties agree in writing that such MSA shall not govern, apply to, or be incorporated into this Agreement.
31. Miscellaneous. Customer and Cardio Partners will at all times be independent contractors. No amendment, modification or change of this Agreement will be valid unless in writing and signed by an authorized representative of the party to be bound. The failure of either party to enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver to any extent of that party's right to assert or rely upon any provision of this Agreement or right in that or any other instance. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

TOTAL READINESS PROGRAM DESCRIPTION

1. Equipment and Services. As part of the Program, Customer will receive (i) the Equipment; (ii) related accessories including a Cabinet, fast response kit, adult pads, batteries for the Equipment, check tag, decal, and wall sign (the "Accessories"); and (iii) a license to access Cardio Partner's program management software platform ("Program Management") and AED management services (collectively the "Services").
2. Replacement Pads and Batteries. Cardio Partners will notify Customer within a reasonable time of the pad and/or battery expiration and will ship the replacement pads and batteries to Customer prior to the expiration date. The replacement pads and batteries will be sent to the location noted for the Equipment within Program Management, unless Customer notifies Cardio Partners within seven (7) of receiving the expiration notification.
3. Program Management. Customer will receive one (1) license, per AED, to access Program Management. Customer will be able to access the following information within Program Management: (i) Equipment information such as serial number, brand, and model; (ii) Equipment location; (iii) Accessory expiration dates, where applicable; (iv) remote monitoring self-check and status data; (v) Device's cellular connectivity and battery strength, (vi) records of scheduled and completed CPR/AED training courses performed by Cardio Partners; and (vii) links to CPR training certifications cards for all Customer associates certified by Cardio Partners.
4. AED Management Services.
   1. AED Law Center: Customer will have access to the AED Law Center which contains a database of state regulations regarding AEDs and CPR training.
   2. Medical Direction: Where required by law, Cardio Partners will provide medical direction and oversight through a third-party licensed physician or other qualified medical professional, to support Customer's use and possession of the AED ("Medical Direction"). Medical Direction is provided solely for the AED and Program oversight purposes and does not constitute the practice of medicine or the provision of patient-specific medical advice.
   3. AED Prescription: Where required by law, Cardio Partners will provide the FDA required prescription for the AED.
   4. EMS Notification: Where required by law, Cardio Partners will register and notify Customer's emergency medical service ("EMS") agency of the location of the AED.
   5. Post Event Support: During the Term, if the AED is used in response to an Event, Customer will receive post Event support from Cardio Partners. This support will include, provision of a loaner AED or data card, delivery of an event summary report prepared by a Medical Director, and coordination related to EMS notification, to the extent required by state law. Within two (2) business days of Customer receiving the loaner AED, Customer shall ship the AED used during the Event to Cardio Partners using the shipping labeling provided by Cardio Partners. Customer will be responsible for returning the loaner AED to Cardio Partners within three (3) days of receiving the Customer's original AED. Failure to return the loaner AED within thirty (30) days will result in Customer being charged the fair market value for the loaner AED, as determined by Cardio Partners in its sole discretion.
5. Remote Monitoring. The Device remotely monitors the AED during the AED's self-test without manual intervention and transmits status information to Program Management. Cardio Partners will assist Customer in the initial set up of the Device.