** IMPORTANT – PLEASE READ CAREFULLY BEFORE YOU DOWNLOAD OR USE PLUSTRAC **

ZOLL Medical Corporation has developed PlusTrac, an online automated external defibrillator (“AED”) program management platform (as modified, updated and enhanced, “PlusTrac”), and documentation that describes the management and use of PlusTrac (“Documentation”), all of which are the exclusive property of ZOLL or its licensors and are protected by United States and international intellectual property laws. These Terms of Use govern the access to and the use of PlusTrac by the entity using PlusTrac pursuant to a valid sales order or similar agreement between such entity and ZOLL (“Customer”). Any use of PlusTrac or the Documentation outside the scope of these Terms of Use is prohibited. By clicking on the “accept” button at the end of this document or by otherwise using PlusTrac, you represent and confirm that a) you are legally authorized to bind the Customer hereto and b) you have read this agreement, understand it and agree on Customer’s behalf to be bound by its terms and conditions. If you are not so authorized or if the Customer is unwilling to be bound by the terms of this Agreement, do not click the “accept” button or use PlusTrac.

1. License. Subject to these Terms of Use, the Customer is granted, during the term purchased, a non-exclusive, non-transferable, non-sublicensable right to access and use PlusTrac and the Documentation solely for the internal business purpose of maintaining Customer’s AEDs.

2. Fees; Payment. All amounts payable by Customer for this License are non-refundable and fully earned upon ZOLL’s grant of access of PlusTrac to Customer, and such amounts are due and payable by Customer without any further performance by ZOLL or its reseller. Any Customer purchase order is an administrative document only and any provisions in such purchase order at variance with this Agreement shall not be binding on the parties. Customer shall be responsible for any and all taxes and duties levied on any transaction under this Agreement, including all VAT, federal, state, and local taxes, levies, and assessments, excluding any tax based on ZOLL’s or its reseller’s net income.

3. Representations and Warranties.

3.1 ZOLL warrants that for thirty days from the date set forth on the applicable sales order between Customer and ZOLL or its reseller, PlusTrac will perform in accordance with the then-current Documentation in all material respects. Customer’s sole and exclusive remedy for any breach of the warranty shall be to have ZOLL or its representatives, at their option, modify PlusTrac to correct the defect giving rise to such breach. If ZOLL is unable to modify PlusTrac in such a way as to correct the defect, then, unless ZOLL is able to provide Customer with another method of achieving the desired effect, Customer shall be entitled to terminate the Agreement by giving written notice thereof to ZOLL. In such event, Customer shall be entitled to a pro rata refund of any fees paid by Customer to ZOLL or its reseller for PlusTrac.

3.2 EXCEPT AS SET FORTH IN SECTION 3.1 AND EXCEPT TO THE EXTENT THAT A WARRANTY MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN THE CUSTOMER’S JURISDICTION, PLUSTRAC IS PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW. ZOLL DOES NOT PROMISE THAT PLUSTRAC WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER IN FACT OR BY OPERATION OF LAW, STATUTE, COMMON LAW, COURSE OF DEALING, TRADE USAGE, OR OTHERWISE. THE STATED WARRANTY IS IN LIEU OF ALL OBLIGATIONS AND LIABILITIES ON THE PART OF ZOLL AND ITS RESELLERS FOR DAMAGES. ZOLL MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH REGARD TO ANY PRODUCT OR SERVICE PROVIDED OR OFFERED BY ANY THIRD PARTY VENDOR. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE INFORMATION CONTAINED IN PLUSTRACE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND NOT FOR THE PURPOSE OF PROVIDING LEGAL ADVICE. USE OF THE INFORMATION DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP. BECAUSE LEGAL ADVICE MUST BE TAILORED TO THE FACTS AND LAW OF EACH SITUATION AND LAWS ARE CONSTANTLY CHANGING, THE INFORMATION SHOULD NOT BE USED AS A SUBSTITUTE FOR THE ADVICE OF A QUALIFIED ATTORNEY. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

4. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND EXCEPT FOR ACTIONS FOR NON-PAYMENT OR BREACH OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS: (A) IN NO EVENT WILL ANY PARTY, OR ITS RESPECTIVE AFFILIATES, EMPLOYEES OR AGENTS, OR ZOLL’S RESELLERS OR SUPPLIERS, BE LIABLE FOR LOSS OF PROFITS, BUSINESS, USE OR DATA, OR FOR INTERRUPTION OF BUSINESS, OR ANY OTHER INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORM OF ACTION, NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (B) IN NO EVENT WILL ZOLL’S AGGREGATE, CUMULATIVE MONETARY LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY AND NEGLIGENCE), EXCEED THE LICENSE FEES ACTUALLY PAID BY CUSTOMER TO ZOLL FOR PLUSTRAC IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE (ZOLL’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, TERM, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICE TO SUPPLYING THE SERVICE AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICE AGAIN).

5. License Restrictions Customer shall not, and shall not permit any third party, to: (a) reproduce, copy, alter, adapt, translate, modify, rent, sell, lease, loan, sublicense, distribute or create derivative works of PlusTrac or Documentation in any way or attempt to do any of the same; (b) decompile, disassemble or otherwise reverse engineer, or interfere with or disrupt the integrity or performance of PlusTrac or the data contained therein; (c) use PlusTrac as a service bureau, as an application service provider or in any commercial time share arrangement; (d) use PlusTrac with software or equipment other than those specified in the Documentation or approved for use by ZOLL; (e) create Internet “links” to or from PlusTrac, or “frame” or “mirror” any content forming part of PlusTrac; (f) use any robot, spider, or other automatic device, or manual process to monitor or copy PlusTrac web pages or the content contained therein without prior written permission of ZOLL; (g) use PlusTrac in contravention to any applicable laws or government regulation; (h) attempt to gain unauthorized access to PlusTrac or its related systems or networks ; (i) provide externally or to third parties any oral, written, or electronic communication that describes or compares the features, functions, or performance characteristics of PlusTrac; or (j) remove, alter, cover or obfuscate any product identification, copyright or other proprietary rights notices or confidentiality legends placed upon or contained in PlusTrac or the Documentation. ZOLL retains the right, at its sole discretion, to terminate any User accounts and/or terminate Customer’s access to PlusTrac in the event of a violation of any of the foregoing obligations.

6. Customer Obligations.

6.1 User Accounts; Information Submitted to PlusTrac. Customer shall permit access to PlusTrac solely for Customer’s internal business purposes and only to Customer’s personnel whom (a) Customer has authorized to use PlusTrac; (b) have received adequate training regarding use of PlusTrac; and (c) have been supplied a user identification and password by Customer or by ZOLL at Customer’s request (each, a “User” and collectively, “Users”). Customer agrees not to resell or permit any other commercial use of its User accounts or passwords. Customer is responsible for all activities that occur under Customer’s User accounts whether authorized or not authorized. Customer agrees to immediately notify ZOLL of any unauthorized use of Customer’s account or any other breach of security which should become known to Customer. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all information submitted to PlusTrac by Customer or its Users (the “Customer Information”); (ii) use commercially reasonable efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, PlusTrac or its related systems or networks; and (iii) ensure that its use of PlusTrac will be in accordance with the Documentation and in compliance with all applicable local, state, federal, and foreign laws and regulations.

6.2 AED Licenses and AED Information. Customer is responsible for entering into PlusTrac any and all information with respect to those AEDs Customer desires to monitor. In addition, Customer must purchase and maintain as active an AED user license from the manufacturer for each AED unit registered and managed by Customer using PlusTrac. ZOLL shall have the right to suspend Customer’s and its Users’ access to and use of PlusTrac with respect to unregistered and/or unlicensed AEDs with notice to Customer.

6.3 Third Party Products. Customer acknowledges that PlusTrac may contain or be accompanied by certain third party software products (“Third-Party Products”). Customer’s use of such Third Party Products shall be subject to the terms of the Third Party Products license agreement.

7. Modifications to PlusTrac or the Documentation. ZOLL reserves the right on 30-day prior notice to add, change and/or eliminate Features of PlusTrac and its Documentation in whole or in part, provided that such change or elimination shall not materially adversely affect the usage by Customer.

8. Ownership. Except for the rights granted to the Customer hereunder, all right, title and interest in and to PlusTrac, the Documentation and any and all information, data and content made available via PlusTrac or included as part of PlusTrac, including without limitation the underlying technology used by ZOLL to provide PlusTrac, computer code, site design, text, graphics, interfaces, and the selection and arrangements thereof, and all modifications, enhancements and derivative works thereof, whether or not made by ZOLL, including without limitation all intellectual property embodied therein, shall remain exclusively in ZOLL, its licensors and suppliers. PlusTrac and Documentation are protected by copyright and other intellectual property laws and by international treaties.

9. Confidentiality. Customer acknowledges that PlusTrac and the Documentation contain and constitute commercially valuable, proprietary trade secrets and Confidential Information of ZOLL. “Confidential Information” of ZOLL also includes, but is not limited to, any information, technical data or know-how, that relates to research, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, marketing or finances, disclosed orally or in written or electronic form, and which is marked or identified as “proprietary” or “confidential”. Customer and its employees shall keep all Confidential Information confidential unless given written permission by ZOLL to disclose such information, or such information becomes public knowledge other than by the Customer’s breach of this confidentiality obligation. Customer may disclose the Confidential Information only those of Customer’s employees who are required to use the Confidential Information in order to evaluate or use PlusTrac and who have signed a non-disclosure agreement at least as protective of ZOLL as this confidentiality obligation. Customer will take all reasonable steps to protect the secrecy of the Confidential Information and prevent the misuse or misappropriation of the Confidential Information and notify ZOLL in writing of any misuse or misappropriation of Confidential Information that may come to its attention. Customer agrees that damages will not be adequate to protect ZOLL in the event of an actual or threatened breach of the confidentiality and nondisclosure obligations of these Terms of Use and that ZOLL may take equitable action, including seeking injunctive relief, to enforce such obligations.

10. Termination. Any license granted hereunder may be terminated (a) upon expiration of the license term, (b) by either party if the other party is adjudicated as bankrupt, or if a petition in bankruptcy is filed against the other party and such petition is not discharged within sixty (60) days of such filing, or (c) by either party if the other party materially breaches this Agreement or any other agreement between the parties and fails to cure such breach to such party’s reasonable satisfaction within thirty (30) days following receipt of written notice thereof. Upon termination, all applicable licenses are revoked and Customer shall immediately (i) cease use of PlusTrac, (ii) if applicable, de-install PlusTrac from Customer’s computer systems and networks and return any and all copies of PlusTrac to ZOLL, and (iii) return to ZOLL any and all Confidential Information of ZOLL. Termination of a license granted hereunder shall not limit either party from pursuing any remedies available to it, including injunctive relief, or relieve Customer of its obligation to pay all fees that have become payable by Customer hereunder.

11. Not to be Used for High Risk Activities. PlusTrac is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance (“High Risk Activities”). Accordingly, ZOLL and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.

12. Assignment. Customer shall not be permitted to assign or sublicense its rights or obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of each party’s permitted successors and assigns.

13. Waiver and Severability. The waiver or failure of either party to exercise in any respect any right provided for in these Terms of Use shall not be deemed a waiver of the subject right or any further right. If any provision of these Terms of Use or the application thereof to any party or circumstances shall be declared void, illegal or unenforceable, the remainder shall be valid and enforceable to the extent permitted by applicable law. In such event the parties shall use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the purposes intended under the invalid or unenforceable provision.

14. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and supersede all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and are binding upon the parties and their permitted successors and assigns. Only a written instrument that refers to this Agreement and is duly signed by authorized representatives of both parties may amend this Agreement. In the event of a conflict in terms, these Terms of Use shall control. The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

15. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Massachusetts, USA without regard to (i) its conflict of law provisions, (ii) the applicability, if any, of the United Nations Convention on Contracts for the International Sale of Goods; and (iii) the applicability, if any, of UCITA. Any litigation arising out of or pertaining to this Agreement shall only be filed and prosecuted in the appropriate court in Massachusetts which has subject matter jurisdiction (state or federal) and which shall be the exclusive venue for any such litigation. The parties agree that venue is proper in the state and federal courts located in Massachusetts USA and the parties agree to submit themselves to the jurisdiction thereof.

16. Force Majeure. ZOLL shall not be liable to Customer or any other person or entity for any loss or damage for delay in performance, or for nonperformance, due to causes or events not within its reasonable control, such as, but not limited to, an act of God, equipment failure, telecommunications failures, cyber attacks, interruption or shortages, in the supply chain, pandemics.

17. Use of Name. Customer agrees that ZOLL may use Customer’s name and may disclose that Customer is a customer of ZOLL in ZOLL advertising, press, promotion and similar public disclosures upon the prior written consent of Customer (such consent not to be unreasonably withheld or delayed). Customer also hereby grants ZOLL a non-exclusive license during the term of this Agreement to list Customer’s name and display Customer’s logo in the “customer” or similar section of ZOLL’s website.

18. U.S. Export Laws. Customer shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of PlusTrac to any end-user without obtaining the required authorizations from the appropriate government authorities. Customer also warrants that it is not prohibited from receiving US origin products, including services or software. Without limiting the foregoing, (i) Customer represent that it not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) it shall not permit Users to access or use PlusTrac in violation of any U.S. export embargo, prohibition or restriction.

19. Data Protection. ZOLL agrees that, if and to the extent that ZOLL and/or any ZOLL affiliated entity, receives, uses, stores, maintains, transmits or otherwise processes, directly or indirectly, any personal data on behalf of the Customer as may be necessary for providing PlusTrac or AED Services to Customer, ZOLL will fully comply with the applicable personal data legislation with respect to such personal data and ZOLL and Customer will conclude a separate Data Privacy Agreement. Customer acknowledges that Customer’s content and personal data will be transmitted, transferred to, stored and processed in a server located in the United States. Support services provided hereunder may be provided from personnel located in the United States, Europe or India, as determined in ZOLL’s sole discretion. ZOLL may de-identify any and all personal data. Customer acknowledges and agrees that de-identified information is not personal data and that ZOLL may use such de-identified information for any lawful purpose (including to improve its product offerings) and to the extent permitted under any applicable personal data legislation.