Terms and Conditions

1. This agreement governs the terms of your participation in ResMed’s Sleep & Ventilation Program (RSVP).
2. Rent: You are renting the Clinical System as part of RSVP subject to the terms contained in this Agreement. Rent Payments are due as invoiced on a calendar year quarterly basis. Pro rated fees may apply.  Quarterly Rent Payments that are not paid within their due date will bear interest at a rate of 1.5% per month (if not prohibited by law, otherwise at the highest lawful interest rate) until paid. Your obligation to pay the Quarterly Rent Payment will be absolute and unconditional. You are responsible for all license fees, registration fees, assessments, and taxes (collectively "Taxes"), which may be imposed upon the rental, possession, or use of the Clinical System, except any income tax owed by ResMed due to this Agreement. Legal title to the Clinical System will remain in ResMed's name. You will not allow any lien, security interest, claim, or encumbrance of any kind to be placed on, incurred on, levied against, or recorded on the Clinical System. You will comply with all laws, rules, regulations, or orders of all state, provincial, federal and local governments, and government agencies applicable to the Clinical System, or to the use, operation, maintenance, or storage of the Clinical System. ResMed will not provide any medical advice to you or your patients and will exercise no control over the use of the Clinical System, or the facility or space in which the Clinical System is located.
3. Location, Maintenance, and Removal of Clinical System: You will not relocate, sell, transfer, encumber, sublet, or part with possession of the Clinical System without ResMed's prior written approval. Any repairs to the Clinical System or the replacement of parts must be done by a person or persons authorized by ResMed. You may be assessed charges for non-warranty repairs. You will only use accessories and other supplies supplied or approved by ResMed for use with the Clinical System. ResMed and its agents or employees may from time to time during reasonable business hours enter the premises where the Clinical System is located to inspect the Clinical System and confirm the condition and proper maintenance of the Clinical System.
4. Warranty and Indemnification: ResMed makes no express or implied warranties or representations as to the merchantability, fitness, design, condition, quality, capacity, material, equipment, or workmanship in or of the Clinical System, the repair and maintenance services, or any products purchased from ResMed, other than those set forth in ResMed’s written product warranties or separate written service agreements. ResMed reserves the right to modify its warranties or provisions at any time, in its sole discretion. 
5. Term and Termination: This Agreement will remain in effect for an initial period of 36 months.  On the 33rd month of the initial period of the agreement, you will receive a letter giving you the option of either (1) keeping the equipment at no additional charge to you with no manufacturer warranty being provided for Equipment (no further action will be required); (2) notifying ResMed in writing of your intent to extend the term of the agreement for an additional 12 month period and maintaining manufacturer’s warranty on Equipment. Either Party may terminate this Agreement immediately upon written notice. Upon the termination or expiration of this Agreement, all rights and obligations of the Parties will cease, except those rights and obligations that have accrued or expressly survive such termination or expiration. Upon any termination or expiration of this Agreement, you will immediately return the Clinical System to ResMed, in good condition, normal wear and tear excepted, free and clear of any lien, security interest, claim, or encumbrance of any kind. ResMed reserves the right to modify this Agreement or the Sleep and Ventilation program at any time upon notice. The following will be considered an Event of Default: you fail to pay any Quarterly Rent Payment within ten (10) days after the due date; you fail to perform or observe any covenant, condition, or obligation under this Agreement and that failure continues uncured for fifteen (15) days after written notice by ResMed; or, you cease doing business as a going concern or file a voluntary petition in bankruptcy. Upon an Event of Default or termination of this Agreement, ResMed or its agents may personally, or by its agents, enter upon your premises where the Clinical System is located, with or without notice or process of law and take immediate possession of the Clinical System.
6. Miscellaneous and Waiver: In the event of any controversy or dispute related to or arising out of this Agreement, you and ResMed agree to meet and confer in good faith to attempt to resolve the controversy or dispute without an adversarial proceeding. If the controversy or dispute is not resolved to the mutual satisfaction of the Parties within five (5) business days of notice of the controversy or dispute, the Parties agree that the matter will be submitted to arbitration before a judge retired from the bench of a court of general jurisdiction. The arbitration award will be final and binding upon the Parties without appeal or review. Except for assignment by ResMed to an entity owned, controlled by, or under common control with ResMed, neither Party may assign any interest or obligation under this Agreement without the other Party's prior written consent. If either Party brings an action for any relief or collection against the other Party, declaratory or otherwise, arising out of the arrangement described in this Agreement, the losing Party will pay to the prevailing Party a reasonable sum for attorneys' fees and costs actually incurred in bringing such action. This Agreement will be construed in accordance with and governed by the laws of the State of California. This Agreement, along with ResMed’s Standard Terms and Conditions of Sale, are the entire understanding and agreement of the Parties regarding its subject matter and supersedes any prior oral or written agreements, representations, understandings, or discussions between the Parties. All notices or communications required or permitted under this Agreement will be given in writing and delivered personally or sent by registered or certified mail with postage prepaid and return receipt requested or by overnight delivery service (e.g., Federal Express, UPS, DHL) to: ResMed Corp, 9001 Spectrum Center Blvd., San Diego, CA 92123, USA, Attention: Accounts Receivable.
7. No Resale:  All products we provide to you under the RSVP are for promotional use only.  You agree not to resell any product received under this program. If you resell any of the products, we may cancel your participation in the program immediately.