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Agreement #ZO02306005
<br />EXHIBIT B
<br />ALS/BLS Software Solutions Master Application Service Provider Agreement
<br />(This EXHIBIT B only applies if RescueNee CaseReview is included in the applicable quote)
<br />1. Schedules. Lessor shall provide to Lessee the ASP Services, Irnplementation Services and Support Services identified in any Schedule under the ZOLL
<br />One Program Master Agreement ("Master Agreement") in accordance with the terms of this ALS/BLS Software Solutions Master Application ("ASP
<br />Agreement"). ASP Services are further defined in Section 2. Implementation Services are further defined in Section 3. Support Services are further defined in
<br />Section 4. The ASP Services, Implementation Services, and Support Services are each, and are collectively, "Services." The terms and conditions set forth in
<br />this ASP Agreement shall only apply to Equipment leased under the associated Schedule and the Master Agreement. For the sake of clarity, these terms and
<br />conditions do not apply to any Lessor patient care reporting software, which would be purchased under a separate agreement.
<br />2. ASP Services. "ASP Services" means the hosting and maintenance of Lessor software, as modified, updated, and enhanced (the "Underlying Software"),
<br />for remote electronic access and use by Registered Users on the website with a unique URL to be provided by Lessor to Lessee (the "Lessor Site") in substantial
<br />conformity with the instructions for use, documentation and users manuals from time -to -time provided by Lessor (the "Documentation"), as listed in any
<br />Schedule for such services and before that Schedule has expired or been terminated in accordance with the Master Agreement. Lessee acknowledges that the
<br />ASP Services are only compatible with Lessor equipment that has been enabled and configured for use with the ASP Services in accordance with the
<br />Documentation and only with the browser and other technical environment that supports the use of the ASP Services in accordance with the Documentation.
<br />2.1. Provision of ASP Services. Subject to the terms and conditions of the Master Agreement, Lessor will use commercially reasonable efforts to make the
<br />ASP Services available to Lessee and Lessee's employees, directors, principals, partners, consultants and agents authorized to use ASP Services on behalf of
<br />Lessee and registered through the Lessor Site for such use ("Registered Users") through the Lessor Site over normal network connections in accordance with
<br />the Documentation, excepting downtime due to necessary maintenance and troubleshooting. Lessee, not Lessor, shall be responsible for controlling Registered
<br />Users and protection of confidentiality of its login identifications and passwords. Lessee acknowledges that (i) it is responsible for maintaining its interface and
<br />connectivity to the ASP Services and (ii) any facilities used for provision of the ASP Services may be owned or operated by Lessor, or a Lessor affiliate or a
<br />third party, or any combination of such facilities, as determined by Lessor. Lessee acknowledges that Lessor may modify and upgrade the ASP Services, on an
<br />ongoing basis, to improve or adapt the ASP Services. Without limiting the foregoing, Lessor will have the right, in its sole discretion, to develop, provide and
<br />market new, upgraded or modified ASP Services to Lessee, including adding, removing or modifying the functionality or features of the ASP Services accessible
<br />by Registered Users. Lessor will use commercially reasonable efforts to notify Lessee within a reasonable period of time prior to the implementation of such
<br />changes so that Lessee is reasonably informed of alterations to the ASP Services that will affect the ASP Services and Lessee's use of them. Notwithstanding
<br />anything to the contrary in the Master Lessor may cease providing any ASP Services upon at least six months advance notice to Lessee.
<br />2.2. Access Software. Subject to the terms and conditions of this ASP Agreement, Lessor grants to Lessee, during the Term, a non-exclusive, non -transferable,
<br />non-sublicensable license for Registered Users to access and use the ASP Services using the Lessor software that Registered Users may download at the Lessor
<br />Site to access the ASP Services, as modified, updated and enhanced (the "Access Software"), each as made available to Lessee through the Lessor Site, solely
<br />for Lessee's internal business purposes and solely in accordance with the Documentation. Access Software and Underlying Software are, collectively, the
<br />"Software."
<br />2.3. Restrictions. Lessee shall not, and shall not permit any third party to: (a) use, reproduce, modify, adapt, alter, translate or create derivative works from
<br />the ASP Services, Software or Documentation; (b) merge the ASP Services, Software or Documentation with other software or services; (c) sublicense,
<br />distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer or allow access to the ASP Services, Software or the Documentation to any
<br />third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to alter or derive the Source Code for the ASP Services or Software; (e) remove,
<br />alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the ASP Services, Software or Documentation; or (f) otherwise
<br />use or copy the ASP Services, Software or Documentation in any manner not expressly permitted by the Master Agreement. Lessee agrees not to use the ASP
<br />Services in excess of its authorized login protocols. Lessee shall immediately notify Lessor of any unauthorized use of Lessee's login ID, password or account
<br />or other breach of security. If Lessee becomes aware of any actual or threatened activity contemplated by the restrictions on use set forth in this section, Lessee
<br />will, and will cause Registered Users to, immediately take all reasonable measures necessary to stop the activity or threatened activity and to mitigate the effect
<br />of such activity including: (i) discontinuing and limiting any improper access to any data; (ii) preventing any use and disclosure of improperly obtained data;
<br />(iii) destroying any copies of improperly obtained data that may have been made on their systems; (iv) otherwise attempting to mitigate any harm from such
<br />events; and (v) immediately notifying Lessor of any such event so that Lessor may also attempt to remedy the problem and prevent its future occurrence.
<br />2.4. Service Level Targets.
<br />2.4.1. Downtime. "Downtime," expressed in minutes, is any time the ASP Services are not accessible to Registered Users.
<br />2.4.2. Planned Downtime. "Planned Downtime" is Downtime during which ASP Services may not be available in order for Lessor to continue to provide
<br />commercially reasonable services, features and performance to its customers. Planned Downtime includes, but not limited to: (a) Standard Maintenance; and
<br />(b) Emergency Maintenance. "Standard Maintenance" is performed when upgrades or system updates are desirable. "Emergency Maintenance" is performed
<br />when a critical system update must be applied quickly to avoid significant Downtime. Standard Maintenance may be performed weekly on Monday and
<br />Wednesday between the hours of 7 p.m. to 11 p.m. in Broomfield, Colorado. Lessor will provide Lessee with notice at least 24 hours in advance of Standard
<br />Maintenance.
<br />2.4.3. Excused Downtime. "Excused Downtime" time is Downtime caused by: (a) services, software or hardware provided by anyone or any entity other
<br />than Lessor, (b) software, services or systems operating outside of a Lessor Site, including any software or systems operating on a Lessee's premises (including
<br />Lessor software); (c) a Force Majeure Event or (d) Lessee's failure to comply with its obligations under the Master Agreement or use of the ASP Services in
<br />ways that were not intended.
<br />2.4.4. Unplanned Downtime. Unplanned Downtime in a calendar month is expressed as a percentage calculated as follows:
<br />(Downtime - (Planned Downtime + Excused Downtime))
<br />Tx 100 = x %, where "x" is Unplanned Downtime.
<br />Total number of minutes in the calendar month
<br />2.4.5. Unplanned Downtime Goal. Lessor endeavors to provide the ASP Services such that there is less than 1% of Unplanned Downtime in a calendar
<br />month (the "Unplanned Downtime Goal"). The ASP Services covered by the Unplanned Downtime Goal are those for which Lessee has paid all Fees when
<br />due and is using in the course of carrying out its normal business operations in accordance with this ASP Agreement and the Master Agreement.
<br />2.4.6. Revocation of Administrative Rights. Notwithstanding anything to the contrary in this ASP Agreement, Lessor may revoke administrative rights,
<br />including database access rights, if the use of any such rights results in Downtime.
<br />2.4.7. Lessee Content; Security.
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