Terms and Conditions

TERMS OF USE


Last updated December 10th, 2019


AGREEMENT TO TERMS


These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Onex Medical, Inc. ("Company", “we”, “us”, or “our”), concerning your access to and use of the www.purepap.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.


INTELLECTUAL PROPERTY RIGHTS


Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.


USER REPRESENTATIONS


By using the Site, you represent and warrant that:(1) you have the legal capacity and you agree to comply with these Terms of Use;(2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).


PRODUCTS


We make every effort to display as accurately as possible the colors, features, specifications, and details of the products available on the Site. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products. All products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.


PURCHASES AND PAYMENT


We accept the following forms of payment:

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Site. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.


PROHIBITED ACTIVITIES


You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.


USER GENERATED CONTRIBUTIONS


The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site or the Marketplace Offerings in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site and the Marketplace Offerings.


CONTRIBUTION LICENSE


You and Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.


SUBMISSIONS


You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Marketplace Offerings ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.


SITE MANAGEMENT


We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and the Marketplace Offerings.


TERM AND TERMINATION


These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE MARKETPLACE OFFERINGS (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND THE MARKETPLACE OFFERINGS OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.


MODIFICATIONS AND INTERRUPTIONS


We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Marketplace Offerings without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Marketplace Offerings.

We cannot guarantee the Site and the Marketplace Offerings will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or the Marketplace Offerings at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Marketplace Offerings during any downtime or discontinuance of the Site or the Marketplace Offerings. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or the Marketplace Offerings or to supply any corrections, updates, or releases in connection therewith.


GOVERNING LAW


These terms shall be governed by and defined following the laws of Manhattan, New York and yourself irrevocably consent that the courts of New York shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.


DISPUTE RESOLUTION


Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the International Commercial Arbitration Court under the European Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146) according to the Rules of this ICAC, which, as a result of referring to it, is considered as the part of this clause. The seat, or legal place, or arbitration shall be Manhattan, New York. The language of the proceedings shall be English. The governing law of the contract shall be substantive law of New York.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. The the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.


Exceptions to Informal Negotiations and Arbitration


The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.


CORRECTIONS


There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Marketplace Offerings, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.


DISCLAIMER


THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.


LIMITATIONS OF LIABILITY


IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.


INDEMNIFICATION


You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.


USER DATA


We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.


ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES


Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.


MISCELLANEOUS


These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.


PurePAP® is a registered trademark of Onex Medical Inc. All rights reserved. Disinfectability based on controlled conditions. Actual results may vary. PurePAP is a disinfection device. It is not a device with positive airway pressure (PAP, CPAP, VPAP, BPAP, BiPAP or APAP.) If you need a PAP device, mask, tube or other medical device, please contact your doctor , Sleep laboratory or DME. All representations of PAP devices and / or accessories such as a mask, hose or container are for information purposes and are not included in the scope of delivery. Onex Medical is an independent company not affiliated with Aeiomed, Apex Medical, Carefusion, Fisher & Paykel, Philips Respironics, PMI Probasic, Puritan Bennett, RESmart, ResMed or Transcend. Names and associated brands are the property of their respective companies and manufacturers. Images of brand logos on our website are for informational and educational purposes only and are used to recognize customer equipment. We are not affiliated with a PAP device manufacturer, nor are we recommended by a PAP device manufacturer.


CONTACT US


In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: support@purepap.com


Extended Warranty Terms & Conditions

THIS EXTENDED SERVICE AGREEMENT (this “Agreement”) is made by and between Onex Medical, Inc., a Delaware corporation, with its principal place of business at 9450 SWGemini Dr #28376 Beaverton, Oregon 97008-7105, on behalf of itself and its subsidiaries (collectively “Onex Medical”) and the original end-user customer(“Customer”) and is binding upon Customer when services are purchased. ThisAgreement is retroactively effective as of the date of the initial purchase order for the services (“Effective Date”).

RECITALS

WHEREAS, Onex Medical offers certain fee-based extended services in the United State in conjunction with the purchase of certain Onex Medical products.
WHEREAS, Customer desires to purchase one or more of the extended services(hereinafter the “Services”) for certain Onex Medical products (hereinafter the“Product(s)”).
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

EXTENDED SERVICES

1. TERMS AND CONDITIONS.
(a) This Agreement includes the terms and conditions under which the Services shall be performed, and contains, among other things, warranty disclaimers and limitations of liability.
PURCHASING SERVICES CONSTITUTES CUSTOMER’S AGREEMENT TO AND ACCEPTANCE OF THESE TERMS AND CONDITIONS.
(b) CUSTOMER SHALL NOT BE ELIGIBLE FOR THE SERVICES UNTIL THE PRODUCT IS REGISTERED WITH ONEX MEDICAL. REGISTRATION MUST BE COMPLETED WITHIN THIRTY (30) DAYS OF PURCHASE OF THE SERVICES.
(c) This Agreement may only be modified as set forth herein and any different or additional terms of any related purchase order, confirmation, or similar form, even if signed by the parties after the Effective Date hereof, shall have no force or effect.
(d) Onex Medical reserves the right to  (i) amend this Agreement from time to time effective upon posting of the revised terms and conditions to its website atwww.purepap.com, and (ii) discontinue hardware or software Products or versions and accordingly stop supporting Products or versions one (1) year after discontinuance, or otherwise discontinue any support Service at any time. Section 7 sets forth Customer’s sole remedies for any claim relating to the amendment or discontinuance of theServices, including any failure to provide the Services hereunder.
(e) By purchasing Services, Customer agrees it received, read, understood and accepts the applicable terms and conditions set forth in this Extended ServiceAgreement.

2. SUPPORT. Onex Medical has established and agrees to maintain an organization and process to use reasonable commercial efforts to provide support services for the Product(s) to Customer including but not limited to (i) remote troubleshooting from installation, configuration, and successful diagnostic testing for the Onex Medical Product; (ii) advisory support on basic configurations, compatibility, and cabling specifications; (iii) RMA authorizations; provided, however, that Customer shall return the non-conforming Product with the freight pre-paid, in accordance with any special shipping instructions provided by Onex Medical, and shall reference the RMA#on all shipping documents and in any subsequent communications regarding the particular Product; and (iv) twenty-four (24) hours a day, seven (7) days a week access to a support web-site with FAQ’s and manuals. The specific terms for each Service are described in the attached Exhibit A, which is hereby incorporated by reference. OnexMedical reserves the right to change the Extended Service programs and anysupporting documentation at any time.

3. EXCLUSIONS. The Services hereunder do not include: (a) support of any non-Onex Medical hardware or software; (b) on-site support; (c) non-Onex Medical application installation or trouble shooting; (d) non-Onex Medical operating system installation or trouble shooting; or (e) networking configuration.

4. FEES. Fees for the Services are outlined in the applicable purchase order for the Services, subject to written acceptance by Onex Medical. Fees shall be due thirty(30) days from the date of invoice. Any late payments shall bear a late payment fee of the higher of 1.5% per month or the maximum rate allowed by law.

5. AUDIT. Onex Medical reserves the right to audit Customer’s use of theServices for the Product(s) registered under the terms of this Agreement for purposes of verifying eligibility. Customer agrees to cooperate with verification of eligibility hereunder and to ensure compliance with the terms of this Agreement in a mutually agreeable manner.

6. TERM. This Agreement shall start on the Effective Date, and shall automatically expire upon expiration of the last remaining service duration selected.Notwithstanding the foregoing, Customer shall not be entitled to Services under thisAgreement for any Product for which the period of warranty or extended warranty has expired or is otherwise void.

7. TERMINATION. This Agreement may be terminated:

(a) by the non-defaulting party in the event of a default in the performance of any material provision of this Agreement (including the payment of fees), if the default is not cured within thirty (30) days of written notice of the non-breaching party’s intent to terminate;(b) by Customer, with thirty (30) days written notice to Onex Medical, in the event there is an amendment or Service discontinuance by Onex Medical under Section1(d) above which results in a material reduction of the Services hereunder, provided such notice of termination is given during the thirty (30) days following notice of such amendment or support discontinuance. In the event of termination pursuant to this

Section 7(b), Customer may receive a pro-rata refund of the purchase price hereunder.In no event shall the amount of any refund be greater than the fees paid for theServices hereunder over a one (1) year period. Onex Medical records and data shall be the basis for all calculations and determinations hereunder.
(c) By either party if the other party (i) makes a general assignment for the benefit of creditors, (ii) is adjudicated bankrupt, (iii) files a voluntary petition for bankruptcy or reorganization, or has a petition filed against it for an adjudication in bankruptcy or reorganization and such petition is not dismissed within sixty (60) days, or (iv) applies for or permits the appointment of a receiver, trustee or custodian for any of its property or assets, the other party may terminate this Agreement immediately upon notice.

8. EFFECT OF TERMINATION. Upon termination or expiration of this Agreement for any reason, the rights and obligations of the parties hereunder will cease, except that the limitations of liability and any payment obligations hereunder will survive.

9. WARRANTY. Onex Medical agrees to perform the selected Services in a workmanlike manner. In the case of Technical Support Services, Onex Medical does not warrant or guarantee that a problem will be solved or that any item will be error- free.This Agreement and the Services are only applicable to Product(s) under original or extended warranty, which are running under the certified environments specified in the release notes for that Product. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR PROMISES TO CUSTOMER OR ANY THIRD PARTY,EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY STATUE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR TRADE USAGE. EXCEPT AS PROVIDED ABOVE, THE SERVICES ARE PROVIDED “AS IS.”

10. LIMITATIONS OF LIABILITY. Onex Medical shall not be liable for incidental, special or consequential damages for any reason (including loss of data or other business or property damage), even if foreseeable or if Customer has advised of such a claim. Onex Medical’ liability hereunder shall not exceed the fees that Customer has paid under this Agreement. Customer agrees that the pricing for the Services would be substantially higher but for these limitations.

11. GENERAL.

(a) Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes any prior or contemporaneous oral or written agreements or communications between them relating to the subject matter contained herein. Further, any purchase order that purports to amend or modify the terms or conditions of thisAgreement will be of no force or effect. The Products and the use thereof are subject to the purchase and/or license agreement related to such Product.
(b) Modifications. Subject to Section 1 above, this Agreement may not be modified or altered except by written instrument duly executed by both parties.
(c) Choice of Law and Forum. This Agreement shall be construed and enforced in accordance with the laws of the State of Oregon applicable to contracts wholly executed and wholly to be performed in Oregon without regard to conflict of laws provisions. Both parties consent to the exclusive venue and personal jurisdiction of the state and federal courts located in Beaverton, Oregon for any lawsuit arising from or relating to this Agreement. The prevailing party in any action related to this Agreement shall have the right to recover its reasonable expenses including attorneys’ fees.
(d) Assignment. Neither party may assign its rights or obligations under thisAgreement without the prior written consent of the other party, which consent will not be unreasonably withheld; provided, however that Onex Medical shall have the right to assign this Agreement without the other party’s consent to: (i) a parent corporation or entity; (ii) any subsidiary corporation or entity; or (iii) in connection with the sale of all or substantially all of its assets. Any attempted assignment in violation of this Section will be null and void.
(e) Confidential Information. Neither party will disclose its confidential information to the other, except under a specific non- disclosure agreement.
(f) Notices. Except as otherwise provided under this Agreement, all notices must be in writing, reference this Agreement and will be deemed given: (i) when delivered personally; (ii) when sent by confirmed facsimile; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or(iv) one (1) day after deposit with a commercial overnight carrier, with written verification of receipts.
(g) No Waiver. The waiver of a breach or failure to enforce any obligation herein will in no way be construed as a waiver of any other breach or obligation herein.
(h) Severability. The invalidity or unenforceability of any provision of thisAgreement, or any of its terms or provisions, will not affect the validity of thisAgreement at a whole, which will at all times remain in full force and effect.
(i) Counterparts. This Agreement may be executed in any number of counter parts, each of which will be deemed to be an original, but all of which together will constitute the same instrument.
(j) Force Majeure. Except for payment obligation, neither party shall be liable for the performance of its obligations under this Agreement if it becomes commercially impracticable to perform due to any contingency beyond the reasonable control of that party, including as a result of disruptions of transportation facilities, inability to obtains upplies or materials, failures or breaches by suppliers, acts of government, strikes, labor disputes, power or telecommunications disruptions, judicial action, or any other act of God (“Force Majeure”) and the obligation of a party to perform hereunder shall be suspended during the occurrence of a Force Majeure.
(k) Relationship of Parties. This Agreement is not intended as a consulting agreement between the parties.

EXHIBIT A
The following additional terms and conditions apply when purchasing AdvancedReplacement Services, 24×7 Technical Support, and/or Extended Warranty:

ADVANCED REPLACEMENT SERVICE

1. Description. Onex Medical will provide up to one (1) replacement product toCustomer, in exchange for a defective Product prior to receipt of such defective product from Customer.

2. Conditions of Service. Use of Advanced Replacement Service is subject to this Agreement, as may be amended from time to time.

3. Replacement Policy. Onex Medical requires the following:(a) Registration. Customer must register the product for which the Services have been purchased within (30) days from the date of receipt of the Product. Registration information may include but not be limited to product name, purchase date, and serial number. Registration can be completed at the Onex Medical website atwww.purepap.com.(b) Technical Support. Customer agrees to contact technical support for initial trouble shooting of the Product. In the event that a technical support representative determines that the Product symptoms indicate a hardware failure and the unit cannot be recovered, Onex Medical shall issue a Return Material Authorization (RMA) provided, however, that Customer shall return the defective Product with the freight prepaid, in accordance with any special shipping instructions provided by Onex Medical, and shall reference the RMA# on all shipping documents and in any subsequent communications regarding the particular Product.(c) Return of Defective Product. Customer agrees to return the defectiveProduct, freight and insurance prepaid, in accordance with Section 3(b) above within thirty (30) days of request for Advance Replacement. In the event of any failure to return Product within the time allotted, Customer shall be liable for the cost of the replacement Product.(d) Verification of Defect. Onex Medical may, at its option, test the suspectProduct for hardware failures. In the event that such testing is performed, failure analysis shall be provided to the Customer upon request.(e) Valid Warranty. Advanced Replacement under the terms hereof, is subject to and during the terms of the original or extended Product warranty. Products which are otherwise deemed out of warranty due to unauthorized or improper usage of the product or use in an environment for which the Product was not designed shall not be eligible for the Advanced Replacement and Customer shall be charged for any replacement Product, including any shipping and handling.

EXTENDED WARRANTY

1. Description. Onex Medical shall extend the standard warranty applicable to the specific product purchased for the duration of time selected as set forth on the applicable purchase order.

2. Valid Warranty. Customer understands that the Extended Warranty may be purchased for those products whose warranty coverage is still in effect. In the event that warranty has lapsed, Customer may pay a 10% warranty discontinuity fee and purchase the extended warranty product.

3. Conditions of Service. Use of the Extended Warranty Services is subject to this Agreement, as may be amended from time to time.


4. Warranty Policy:

(a) Onex Medical warrants the hardware product covered by the ExtendedWarranty to be free from defects in material and workmanship for the ExtendedWarranty Period. During this period, if a customer is unable to resolve a product problem with Onex Medical Technical Support, a Return Material Authorization (RMA) will be issued. Following receipt of a RMA number, the customer shall return the product to Onex Medical, freight prepaid. Upon verification of warranty, Onex Medical will—at its option— repair or replace the product and return it to the customer freight prepaid.

(b) No services are handled at the customer’s site under this warranty. This warranty is void if the customer uses the product in an unauthorized or improper way, or in an environment for which it was not designed.

(c) Liability during the Extended Warranty Period shall be limited to (at Onex Medical’ election):

i. Refund of the purchase price for such product covered by the  ExtendedWarranty; or

ii. Repair or replacement of the product covered by the Extended Warranty under the RMA process outlined above.


5. Registration. Customer must register the Product within (30) days from the date of receipt of the Product. Registration information may include but not be limited to Product name, purchase date, contract ID number, and serial number. Registration can be completed at the Onex Medical website at www.purepap.com