Terms and Conditions

IDENTI HEALTHCARE US INC. | EIN: 45-2344224

U.S. Head Office: 999 South Oyster Bay Rd #307, Bethpage, NY 11714, USA

+1-800-697-5956 | info@identimedical.com

These Terms and Conditions (“Agreement”) apply to the Solution and SMS communications provided by IDENTI HEALTHCARE US INC. (doing business as IDENTI Medical) (“Company“) to customers who have signed a written purchase order or subscription agreement with Company (“Customer” and “Order“, respectively). By using or accessing the Solution or by executing an Order, Customer agrees to be bound by this Agreement.

1. Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

“Solution” means Company’s proprietary data capture SaaS or on-premises platform identified in the Order (“Platform”), together with any Hardware provided by Company.
“Platform” means the IDENTIPlatform software-as-a-service or on-premises application, including all features, modules, APIs, and related documentation.
“Hardware” means sensors, cameras, RFID readers, cabinets, scales, dispensers, and any other physical devices provided by Company to Customer for use with the Solution.
“SMS Services” means automated or recurring SMS text message communications sent by or through the Platform to mobile numbers enrolled by Customer or its users.
“Order” means any written purchase order, subscription agreement, statement of work, or similar ordering document executed by both parties that references this Agreement.
“Confidential Information” has the meaning set forth in Section 5.
“Company IPR” has the meaning set forth in Section 6.2.
“Feedback” has the meaning set forth in Section 7.
“Term” has the meaning set forth in Section 13.1.
“User” means any individual employee, contractor, or agent of Customer who accesses or uses the Solution on Customer’s behalf.

2. Right to Use

Subject to the terms and conditions of this Agreement and the Order, Company hereby grants Customer a limited, non-exclusive, non-sublicensable, and non-transferable right to access and use the Solution internally, for its intended purposes, during the applicable subscription term specified in the Order. This right extends to Customer’s authorized Users, provided that Customer remains responsible for all acts and omissions of its Users. No rights are granted other than those expressly set forth in this Agreement.

3. Restrictions

Except as expressly permitted herein, Customer shall not, directly or indirectly:

decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, algorithms, or trade secrets underlying the Solution;
sell, license (or sub-license), lease, assign, transfer, pledge, or share the Hardware or the Platform (or Customer’s account on the Platform) with or to any third party;
use the Hardware other than in connection with the Solution;
disclose, publish, or otherwise make publicly available the results of any benchmarking of the Solution without Company’s prior written consent;
use the Solution for purposes of competitive analysis or the development of a competing software product or service;
use the Solution in any manner prohibited by applicable federal, state, or local law, including but not limited to the Telephone Consumer Protection Act (TCPA), the Health Insurance Portability and Accountability Act (HIPAA), and applicable data privacy laws;
exceed any use limitations, seat counts, message volumes, or other restrictions specified in the Order;
contest Company’s Intellectual Property Rights in or to the Company IPR;
access any part of the Solution or its servers without authorization or by unauthorized means, including through automated scraping, crawling, or data harvesting;
initiate an unreasonable number of sessions or API calls in a manner that encumbers the Solution or its servers;
circumvent, disable, or otherwise interfere with security-related or technical features or protocols of the Solution;
use the SMS Services to send messages to individuals who have not provided prior express written consent as required by the TCPA;
transmit Protected Health Information (PHI) via SMS Services; or
cause or permit any third party to do any of the foregoing.

Customer is solely responsible for acquiring and maintaining all hardware, software, and network connectivity necessary to access and use the Solution.

4. Fees and Payment

4.1 Fees

In consideration for the Solution, Customer shall pay Company the fees set forth in the Order. Unless otherwise specified in the Order, all amounts shall be invoiced in advance and shall be due and payable within thirty (30) days of the date of Company’s invoice.

4.2 Taxes

All amounts payable under this Agreement are exclusive of all taxes, duties, levies, and similar governmental charges of any kind (collectively, “Taxes”), all of which shall be borne solely by Customer. If Customer is required by law to withhold or deduct any Tax from any payment under this Agreement, Customer shall gross up the payment such that after the withholding or deduction Company receives the full amount equal to the fees set forth in the Order.

4.3 Late Payments

All payments not made when due shall bear interest at the rate of one and a half percent (1.5%) per month, or the highest rate permitted by applicable law, whichever is lower. Company reserves the right to suspend Customer’s access to the Solution upon thirty (30) days’ written notice if any undisputed payment is overdue by more than thirty (30) days.

4.4 Disputes

Customer must notify Company in writing of any good-faith dispute regarding an invoice within fifteen (15) days of receipt of the invoice. Undisputed amounts remain due and payable by the applicable due date.

5. Confidentiality

5.1 Definition

During the Term, each party may have access to certain non-public or proprietary information or materials of the other party (the “Recipient” and the “Discloser”, respectively), whether in tangible or intangible form (“Confidential Information”). Confidential Information shall not include information or material that the Recipient can demonstrate: (a) was in the public domain at the time of disclosure; (b) became part of the public domain after disclosure through no fault of the Recipient; (c) was in the Recipient’s possession at the time of disclosure and was not subject to prior continuing obligations of confidentiality; (d) was rightfully disclosed to the Recipient by a third party having the lawful right to do so; or (e) was independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

5.2 Obligations

Recipient shall: (i) use Discloser’s Confidential Information solely for the purpose of performing its obligations and exercising its rights under this Agreement; (ii) not disclose Confidential Information to any third party, except to its employees, contractors, or professional advisors who have a need to know such information and who are bound by obligations at least as protective as those set forth herein; and (iii) take measures to protect Discloser’s Confidential Information at a level at least as protective as those taken to protect its own confidential information of like nature, but in no event less than reasonable care.

5.3 Compelled Disclosure

In the event Recipient is required to disclose Confidential Information pursuant to applicable law, regulation, or a valid court or governmental order, Recipient shall: (i) promptly notify Discloser in writing prior to making such disclosure (to the extent legally permitted); (ii) reasonably cooperate with Discloser in seeking a protective order or other relief; and (iii) disclose only the minimum amount of Confidential Information required.

5.4 Data Use by Company

Notwithstanding the foregoing, Company may retain and use aggregated, de-identified data and analytics derived from Customer’s use of the Solution for the purposes of improving its products and services and generating industry statistics, provided that such data does not identify Customer or any individual. Company’s use of personal information is governed by Company’s Privacy Policy.

6. Ownership

6.1 Hardware Title

Title to Hardware shall transfer to Customer upon full payment thereof. Risk of loss for Hardware shall transfer to Customer upon delivery.

6.2 Company Intellectual Property

Company and its licensors exclusively own all right, title, and interest in and to the Solution, Platform, Hardware designs, all related documentation, Confidential Information, and any modifications, improvements, and derivatives thereof, and all intellectual property rights thereto (collectively, “Company IPR”). This Agreement does not convey to Customer any right or interest in or to any Company IPR, other than the limited right to use set forth in Section 2 and the transfer of Hardware title set forth in Section 6.1.

6.3 Customer Data

As between the parties, Customer retains all ownership of data inputted by Customer or its Users into the Solution (“Customer Data”). Customer grants Company a limited, non-exclusive license to access and use Customer Data solely as necessary to provide the Solution, perform its obligations under this Agreement, and as otherwise described in Company’s Privacy Policy.

7. Feedback

Customer may, from time to time, provide Company with suggestions, ideas, enhancement requests, bug reports, or other feedback regarding the Solution (collectively, “Feedback”). Customer hereby assigns to Company all right, title, and interest in and to all Feedback. Company may freely use, copy, disclose, license, distribute, and exploit any Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise. Nothing in this section limits Company’s obligations with respect to Customer Data or Confidential Information.

8. SMS Services

8.1 Opt-In and Consent

Use of SMS Services requires prior express written consent from each recipient in compliance with the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, and applicable FCC regulations. Customer is solely responsible for obtaining and maintaining adequate consent records for all recipients of SMS messages sent through the Solution. Consent to receive SMS is not a condition of purchase.

8.2 Opt-Out

Recipients may opt out of SMS communications at any time by replying STOP to any message. Opt-out requests will be processed within ten (10) business days. Customer must not send further SMS messages to any recipient who has opted out.

8.3 Message Content

Customer shall not use SMS Services to transmit: (i) Protected Health Information (PHI) as defined under HIPAA; (ii) spam, unsolicited commercial messages, or content prohibited by applicable carrier policies; (iii) content that is unlawful, harassing, defamatory, or fraudulent; or (iv) any content that violates the TCPA or CAN-SPAM Act.

8.4 Rates and Carriers

Standard message and data rates may apply to recipients based on their mobile carrier plans. Company does not guarantee delivery by any specific carrier and is not liable for delayed or undelivered messages. SMS Services are available through most major U.S. wireless carriers including AT&T, Verizon, T-Mobile, and others.

8.5 TCPA Compliance

Customer acknowledges that it is the “sender” of SMS messages for purposes of the TCPA and agrees to comply with all applicable provisions thereof. Customer shall indemnify and hold harmless Company from any TCPA claims arising from Customer’s use of SMS Services, including any failure to obtain proper consent or honor opt-out requests.

9. Representations and Warranties

9.1 Mutual Representations

Each party represents and warrants to the other that: (i) it is duly organized and validly existing under the laws of its jurisdiction of formation; (ii) it has full corporate power and authority to enter into this Agreement and perform its obligations hereunder; (iii) this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms; and (iv) entering into this Agreement does not violate any applicable law or any other agreement to which it is a party.

9.2 Customer Representations

Customer further represents and warrants that: (i) Customer shall use the Solution in compliance with all applicable federal, state, and local laws, regulations, licenses, and permits, including without limitation HIPAA, the TCPA, and applicable data privacy laws; (ii) all items, equipment, and materials scanned or photographed by the Solution are genuine and do not include any counterfeit or infringing items; and (iii) Customer has obtained all necessary consents required for Company to process any personal information provided by Customer in connection with this Agreement.

10. Disclaimer of Warranty

EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, THE SOLUTION IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

COMPANY DOES NOT WARRANT OR REPRESENT THAT THE SOLUTION WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CUSTOMER ACKNOWLEDGES THAT NOT ALL FEATURES ARE INCLUDED IN THE SOLUTION AND THAT SOME FEATURES MAY BECOME AVAILABLE AT A LATER STAGE.

COMPANY DOES NOT WARRANT THAT THE SOLUTION WILL IDENTIFY ANY OR ALL DEFECTS, PROBLEMS, RECALLS, OR EXPIRATION DATES OF ANY EQUIPMENT OR MATERIALS. ALL INFORMATION AND REPORTS PROVIDED BY THE SOLUTION ARE FOR INFORMATIONAL PURPOSES ONLY. CUSTOMER IS REQUIRED TO CONDUCT ITS OWN INDEPENDENT TESTS, EXAMINATIONS, AND RETAIN ITS OWN RECORDS REGARDING THE ADEQUACY AND COMPLIANCE OF ITS EQUIPMENT, APPARATUSES, AND MATERIALS.

COMPANY DOES NOT WARRANT THAT SMS MESSAGES WILL BE DELIVERED TO ANY PARTICULAR RECIPIENT OR WITHIN ANY PARTICULAR TIMEFRAME.

11. Limitation of Liability

EXCEPT FOR (A) FRAUD OR WILLFUL MISCONDUCT, (B) BREACH OF CONFIDENTIALITY OBLIGATIONS, (C) INDEMNIFICATION OBLIGATIONS FOR THIRD-PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, OR (D) CUSTOMER’S TCPA INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.5, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, SHAREHOLDERS, SUPPLIERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, AND LICENSORS (COLLECTIVELY, “COMPANY PARTIES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), INCLUDING BUT NOT LIMITED TO ANY LOSS OF BUSINESS, LOST PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF USE, OR LOSS OR CORRUPTION OF DATA, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE SOLUTION DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties.

12. Indemnification

12.1 Indemnification by Company

Company agrees to defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, actions, or proceedings alleging that the Solution, as provided by Company and used by Customer in accordance with this Agreement, infringes any United States patent, copyright, trademark, or trade secret of a third party. Company shall indemnify Customer against any damages and losses finally awarded by a court of competent jurisdiction or agreed in settlement, including reasonable attorneys’ fees, attributable to such claim.

12.2 Indemnification by Customer

Customer agrees to defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Customer’s breach of this Agreement; (ii) Customer’s violation of applicable law, including the TCPA or HIPAA; (iii) Customer’s use of the Solution in a manner not authorized by this Agreement; (iv) any Customer Data or content submitted by Customer through the Solution; or (v) any TCPA claims arising from Customer’s use of SMS Services as further described in Section 8.5.

12.3 Indemnification Procedure

The indemnifying party’s obligations under this Section are conditioned upon: (i) the indemnified party providing prompt written notice of the claim to the indemnifying party after becoming aware thereof (provided that failure to provide timely notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure); (ii) the indemnifying party having sole control of the defense and any settlement negotiations, provided that no settlement imposing any obligation, restriction, or liability on the indemnified party shall be made without the indemnified party’s prior written consent, not to be unreasonably withheld; and (iii) the indemnified party providing reasonable cooperation at the indemnifying party’s expense.

12.4 IP Remedies

If Customer’s use of the Solution is, or in Company’s reasonable opinion is likely to be, enjoined due to an infringement claim, Company may, at its sole option and expense: (i) procure the right for Customer to continue using the Solution; (ii) modify the Solution so it is non-infringing; or (iii) if neither of the foregoing is commercially practicable, terminate the applicable Order and refund to Customer a pro-rata portion of any prepaid, unused fees. The foregoing states Company’s entire liability and Customer’s exclusive remedy with respect to intellectual property infringement claims.

13. Term and Termination

13.1 Term

The term of this Agreement shall commence on the date of execution of the first Order and shall continue for the period specified in the Order, unless earlier terminated in accordance with this Section.

13.2 Termination for Cause

Either party may terminate this Agreement or any Order, in whole or in part, upon thirty (30) days’ prior written notice to the other party if: (i) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice describing the breach in reasonable detail; or (ii) the other party becomes insolvent, makes a general assignment for the benefit of creditors, or is subject to any voluntary or involuntary bankruptcy, reorganization, or liquidation proceeding.

13.3 Termination for Convenience

Either party may terminate this Agreement or any Order for convenience upon sixty (60) days’ prior written notice to the other party, subject to any minimum commitment periods set forth in the applicable Order.

13.4 Effect of Termination

Upon termination or expiration of this Agreement or any Order: (i) all rights granted to Customer hereunder shall immediately terminate; (ii) Customer shall promptly cease all use of the Solution; (iii) Customer shall pay in full all amounts due and owed to Company through the effective date of termination; and (iv) each party shall, at the other party’s election, return or securely destroy all Confidential Information of the other party in its possession or control and, upon request, certify in writing that such return or destruction has occurred. Company may retain one archival copy of Customer Data as required by applicable law or for dispute resolution purposes.

13.5 Survival

The following Sections shall survive any termination or expiration of this Agreement: 1 (Definitions), 3 (Restrictions), 5 (Confidentiality), 6 (Ownership), 7 (Feedback), 10 (Disclaimer of Warranty), 11 (Limitation of Liability), 12 (Indemnification), 13.4 (Effect of Termination), 13.5 (Survival), 14 (Publicity), and 15 (Miscellaneous).

14. Publicity

Company may use Customer’s name, logo, and a general description of the engagement on its website, marketing materials, presentations, and investor communications for the purpose of identifying Customer as a customer of Company. Company shall not make any press release or other public announcement specifically referencing Customer without Customer’s prior written consent, which shall not be unreasonably withheld. Customer may revoke the license granted in this Section upon thirty (30) days’ written notice to Company.

15. Data Privacy and Security

15.1 Privacy Policy

Company’s collection, use, and disclosure of personal information in connection with the Solution is governed by Company’s Privacy Policy, available at https://identimedical.com/privacy-policy/, which is incorporated herein by reference.

15.2 HIPAA

To the extent Company processes Protected Health Information (PHI) on behalf of Customer in connection with the Solution, the parties shall execute a Business Associate Agreement (BAA) prior to any such processing. SMS Services are not a HIPAA-covered channel; Customer shall not transmit PHI via SMS Services.

15.3 Security

Company implements and maintains commercially reasonable administrative, technical, and physical security measures designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Company shall notify Customer without undue delay upon becoming aware of any confirmed security breach affecting Customer Data, as required by applicable law.

15.4 Data Processing

Customer acknowledges that the Solution may process data in the United States and other jurisdictions. Company shall implement appropriate safeguards for international data transfers as required by applicable law, including GDPR where applicable.

16. Dispute Resolution and Binding Arbitration

16.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (a “Dispute”) through good-faith negotiation. Either party may initiate informal resolution by providing written notice to the other party describing the Dispute in reasonable detail. The parties shall have thirty (30) days from such notice (or such longer period as the parties may agree) to attempt to resolve the Dispute informally.

16.2 Binding Arbitration

If a Dispute is not resolved through informal negotiation, it shall be finally resolved through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or, if applicable, its Consumer Arbitration Rules), as modified by this Agreement. The arbitration shall be conducted by a single arbitrator in New York, New York, or by telephone or video conference at the election of the party seeking relief. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

16.3 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. IF A COURT OR ARBITRATOR DETERMINES THAT THE CLASS ACTION WAIVER IS UNENFORCEABLE AS TO A PARTICULAR CLAIM, THEN THAT CLAIM SHALL BE SEVERED AND RESOLVED IN COURT, WITH THE REMAINING CLAIMS PROCEEDING IN ARBITRATION.

16.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek emergency injunctive, equitable, or other provisional relief from a court of competent jurisdiction to prevent irreparable harm, including but not limited to unauthorized use of Confidential Information or Company IPR, pending arbitration. Such action shall not constitute a waiver of the right to arbitrate.

16.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. For any matters not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of New York or the State of Delaware, and each party irrevocably waives any objection to such jurisdiction or venue on grounds of inconvenience or otherwise.

17. Miscellaneous

17.1 Entire Agreement

This Agreement, together with all Orders, the Privacy Policy, and any BAA executed between the parties, constitutes the entire agreement between Customer and Company regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings relating thereto. In the event of any conflict between the terms of this Agreement and those contained in an Order, the terms of this Agreement shall prevail unless the Order expressly states that a specific provision of the Agreement is to be superseded.

17.2 Amendment

This Agreement may be amended only by a written agreement signed by authorized representatives of both parties, except that Company may update these Terms from time to time by providing at least thirty (30) days’ advance written notice to Customer. Customer’s continued use of the Solution after the effective date of any update constitutes acceptance of the updated terms.

17.3 Assignment

Customer may not assign its rights or obligations under this Agreement, in whole or in part, without the prior written consent of Company, which shall not be unreasonably withheld. Company may assign its rights and obligations under this Agreement without Customer’s consent to: (i) an affiliate; or (ii) a successor in connection with a merger, consolidation, reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

17.4 Waiver

The failure of either party to enforce any right or obligation under this Agreement, or to take action against the other party in the event of any breach, shall not be deemed a waiver of such right, obligation, or breach, nor shall it prevent that party from subsequently enforcing such right or obligation or taking action with respect to a subsequent breach.

17.5 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.

17.6 Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered by: (i) email with confirmation of receipt; (ii) nationally recognized overnight courier; or (iii) certified mail, return receipt requested. Notices to Company shall be sent to: info@identimedical.com, with a copy to the address listed above. Notices to Customer shall be sent to the contact information set forth in the Order.

17.7 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or cyberattacks, provided that the affected party: (i) promptly notifies the other party; and (ii) uses commercially reasonable efforts to resume performance as soon as practicable. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Order upon written notice.

17.8 U.S. Government End Users

As defined in 48 C.F.R. §2.101, DFAR §252.227-7014(a)(1) and DFAR §252.227-7014(a)(5), the Solution provided in connection with this Agreement constitutes “commercial items,” “commercial computer software,” and/or “commercial computer software documentation.” Consistent with DFAR Section 227.7202 and FAR Section 12.212, any use, modification, reproduction, release, performance, display, disclosure, or distribution of the Solution by or for the U.S. Government shall be governed solely by the terms of this Agreement.

17.9 Export Compliance

Customer shall comply with all applicable U.S. and foreign export control laws and regulations, including the U.S. Export Administration Regulations (EAR) and OFAC sanctions programs, in connection with Customer’s use of the Solution. Customer represents and warrants that it is not located in, or a national or resident of, any country subject to a U.S. government embargo, and that it is not listed on any U.S. government list of prohibited or restricted parties.

17.10 No Third-Party Beneficiaries

This Agreement is entered into solely between, and may be enforced only by, Company and Customer. This Agreement shall not be deemed to create any rights in any third parties or to create any obligations of either party to any third parties.

17.11 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or incur any obligation on the other’s behalf.

17.12 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures (including DocuSign or similar services) shall be deemed valid and binding to the same extent as original handwritten signatures.

17.13 GDPR and International Compliance

For users or customers located in the European Economic Area, United Kingdom, or other jurisdictions subject to applicable data protection laws, please refer to IDENTI Medical’s GDPR Statement at https://identimedical.com/identi-gdpr-statement/. To the extent any conflict arises between this Agreement and applicable mandatory data protection law, the applicable law shall prevail.

18. Contact Information

IDENTI HEALTHCARE US INC. (d/b/a IDENTI Medical)