ONLINE TERMS AND CONDITIONS (TRANSPLANT CENTER)

TRANSPLANT CENTER AGREES TO THE FOLLOWING ONLINE TERMS AND CONDITIONS (“TERMS AND CONDITIONS”) GOVERNING: 1) TRANSPLANT CENTER’S USE OF THE PLATFORM OFFERED BY PULSE CHARTER CONNECT, INC (“PCC”, “WE” OR “US”), AND 2) TRANSPLANT CENTER’S ACQUISITION AND PURCHASE OF FLIGHTS TO SHIP TRANSPLANT ORGANS (“TRANSPORTATION SERVICES”) BY THIRD PARTY OPERATORS (“OPERATORS. PCC AND TRANSPLANT CENTER ARE REFERRED TO HEREIN INDIVIDUALLY AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES”). PLEASE SCROLL DOWN AND CAREFULLY READ ALL THE TERMS AND CONDITIONS CONTAINED HEREIN. The Enrollment Form and Terms and Conditions exclusively govern the relationship and agreement (collectively, the “Agreement”) between the Parties with respect to the subject matter contained therein.

LICENSE GRANT, RESTRICTIONS, AND INTELLECTUAL PROPERTY

PCC grants Transplant Center a limited, non-transferable right to use the Platform solely for the purpose of soliciting bids, proposals, and us the Platform as described in its Documentation. “Documentation” means user guides, instructions, PCC notes, manuals, online help files, knowledge base, and other materials, if any, made available by PCC, which describe the use of the Platform. Transplant Center shall not use the platform for any other purpose, or allow unauthorized third-party access. All rights not expressly granted under the Agreement are reserved by PCC and its licensors. Transplant Center, or through an affiliate, employee, consultant, contractor, agent or other third party, shall not: (i) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Platform; (ii) copy, decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Platform, in whole or in part, for competitive purposes or otherwise; (iii) allow access to, provide, divulge or make available the Platform to any user other than Transplant Center; (iv) write or develop any derivative works based upon the Platform; (v) modify, adapt, translate or otherwise make any changes to the Platform or any part thereof; (vi) use the Platform to provide processing services to third parties, or otherwise use the same on a ”service bureau” basis; (vii) disclose or publish, without PCC's prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Platform; (viii) otherwise use or copy the Platform except as expressly permitted herein; or (ix) or circumvent or disable any security functionality or features of the Platform. PCC retains all Intellectual Property Rights to the Platform, any other software it provides, and the associated Documentation. “Intellectual Property” means any and all intellectual property rights, recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded, including without limitation inventions, technology, patent rights (including patent applications and disclosures), copyrights, trade secrets, trademarks, service marks, trade dress, methodologies, procedures, processes, know-how, tools, utilities, techniques, various concepts, ideas, methods, models, templates, software, source code, algorithms, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, utilities and routines, and logic, coherence and methods of operation of systems, training methodology and materials, which PCC and its affiliates have created, acquired or otherwise have rights in, and may, in connection with the provision of the Platform, create, employ, provide, modify, create, acquire or otherwise obtain rights in.

TRANSPLANT CENTER DATA

As between PCC and Transplant Center, all right, title, and interest in the Transplant Center Data belongs to and is retained solely by Transplant Center. “Transplant Center Data” means any data and information that Transplant Center provides, generates, transfers, or makes available to PCC under the Agreement, whether printed, electronic, or in any other format. Transplant Center hereby grants PCC and its affiliates a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual, irrevocable, sublicensable (through multiple tiers), and transferable license to 1) use, reproduce, distribute, prepare derivative works of, perform and display Transplant Center Data to provide the Platform to Transplant Center, 2) train and improve its AI and machine learning models, and 3) use the Transplant Center Data for the purposes of analytics, product improvement, reporting, system monitoring, building new services or products, marketing PCC products and services to Transplant Center, and to create and distribute derivative works using such Transplant Center Data. This license will survive expiration or termination of the Agreement.

CONFIDENTIALITY

Each Party will protect the other Party’s Confidential Information from unauthorized disclosure and use the same degree of care that each Party uses to protect its own Confidential Information, but in no event less than a reasonable amount of care. Neither Party will use Confidential Information of the other Party for purposes other than those necessary to further the purposes of the Agreement or as otherwise authorized herein. Neither Party will disclose to third parties Confidential Information without prior written consent of the other Party except as authorized herein. The receiving Party may disclose Confidential Information of the disclosing Party if it’s compelled by law to do so, provided the receiving Party gives the disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing Party’s cost, if the disclosing Party wishes to contest the disclosure. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the disclosing Party and that, in the event of such breach, the disclosing Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damage. “Confidential Information” mean information designated as confidential in writing or information which ought to be in good faith considered confidential and proprietary to the disclosing Party. Confidential Information includes, but is not limited to, the terms and conditions of the Agreement, all trade secrets, software, source code, database, access credentials, information about any non-user facing aspect of the Platform, object code, specifications, documentation, business plans, roadmaps, customer lists, pricing, and customer-related information. Information shall not be considered Confidential Information to the extent, but only to the extent, that the receiving Party can establish that such information (1) is or becomes generally known or available to the public through no fault of the receiving Party, (2) was lawfully in the receiving Party’s possession before receipt from the disclosing Party without a duty of confidentiality, (3) is lawfully obtained from a third party who has the right to make such disclosure on a non-confidential basis, or (4) has been independently developed by the receiving Party without reference to any Confidential Information of the other party.  Upon termination of the Agreement, the Parties agree to promptly destroy, or return, any Confidential Information of the other Party it still has within its possession. The obligations set forth under this Section shall survive the termination of the Agreement so long as either Party retains Confidential Information of the other Party.

WARRANTIES & RESPONSIBILITIES

Each Party represents and warrants it has authority to enter the Agreement and will comply with all applicable laws.

PCC represents and warrants that the Platform will operate in accordance with its Documentation. “Documentation” means user guides, instructions, PCC notes, manuals, online help files, knowledge base, and other materials, if any, made available by PCC, which describe the use of the Platform.

Transplant Center represents and warrants: 1) all data provided is accurate and up to date, 2) all applicable federal, state, and local licenses, permits, and insurances required are current and up-to-date, and 3) it will reasonably cooperate with PCC and any Operators in the performance of either’s obligations under this or any other Agreement. Transplant Center represents and warrants to PCC that all of freight tendered under an Operator Agreement shall be suitably packaged for transportation by aircraft, including with respect to HAZMAT (those articles, commodities and/or goods defined as hazardous in 49 CFR 171, et. seq.). Transplant Center represents and warrants to PCC that all required documentation for HAZMAT shipping will be provided to a contracted Operator in accordance with 49 CFR 171, et. seq. In addition, Transplant Center shall be responsible for all placarding required for packaging that are loaded with HAZMAT.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE AGREEMENT, PCC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ORAL, OR WRITTEN, INCLUDING WITHOUT LIMITATION, ANY WARRANTY AS TO THE ACCURACY OR USEFULNESS OF THE PLATFORM, OR ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY STATUTE, LAW, COURSE OF DEALING, CUSTOM, PAST PRACTICE, OR TRADE USE. WITHOUT LIMITING THE FOREGOING, PCC MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM WILL MEET TRANSPLANT CENTER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF VIRUSES OR OTHER HARMFUL CODE,  OR ERROR-FREE. PCC RESERVES THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND IMPROVEMENTS TO THE PLATFORM AT ANY TIME AND WITHOUT NOTICE.

OPERATOR AGREEMENTS.

Upon selection by Transplant Center, and acceptance by an Operator, Transplant Center and Operator shall enter into an agreement for the provision of a flight for a transplant organ by Operator on behalf of Transplant Center (“the Operator Agreement”). The Operator Agreement consists of any commercial terms presented in the Platform, and terms and conditions at [link]. While PCC is Transplant Center’s contractors and will process payment to the Operator on Transplant Center’s behalf as part of the Platform, PCC is not a Party to the Operator Agreement.

The Platform is an online tool.  PCC does not provide any Transportation Services or any medical (including transplant) services.  Without limiting the foregoing, Transplant Center acknowledges and agrees that the Platform enables connections between Transplant Center and Operators for the fulfillment of Transportation Services. PCC is not responsible or liable in any way for the performance, non-performance, communications or lack of communications of, by or between Transplant Center and/or Operators, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of the Transportation Services, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Operators, or of any ratings or reviews provided by users with respect to each other. PCC makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the Transportation Services requested or provided by, or the communications of or between, Transplant Center and Operators, whether in public or private, via on- or off-line interactions, or otherwise.

TRANSPLANT CENTER AGREES THAT PCC HAS NO LIABILITY OR RESPONSIBILITY WITH RESPECT TO ANY ASPECT OF THE DELIVERY OR FAILURE TO DELIVER ANY TRANSPORTATION SERVICES, OR AN INDIVIDUAL’S HEALTH CARE, INCLUDING ANY TRANSPLANT-RELATED TRANSPORTATION OR HEALTH CARE.

THE PARTIES AGREE THAT IN THE EVENT THAT ANY LAWFUL AGENCY FINDS THAT PULSE CHARTER CONNECT IS AN INDIRECT CARRIER, THEN UNDER THE TERMS OF THIS AGREEMENT AND AS BETWEEN THE PARTIES, Pulse Charter Connect is an air charter broker. it is not a direct air carrier or a direct foreign air carrier in operational control of aircraft, and the air services advertised in the platform are performed by an independent third party direct air carrier or direct foreign air carrier which is properly licensed.

HEALTHCARE PROVIDER’S RESPONSIBILITY

Transplant Center acknowledges and agrees that PCC is not a healthcare provider. In the event that the Platform is used in connection with any diagnosis or treatment, You accept all liability for such diagnosis or treatment. Transplant Center agrees that the sole and exclusive responsibility for any medical decisions or actions with respect to a patient’s medical care resides solely with Transplant Center and the responsible healthcare provider. The choice with respect to when and how to use the Platform is Transplant Center’s responsibility and the same is to be used at Transplant Center’s discretion. Transplant Center is wholly responsible for obtaining all required patient consents or other authorizations necessary for Transplant Center’s use of the Platform.

Transplant Center is responsible for obtaining, deploying, and maintaining all computer hardware, software, modems, routers, or other equipment necessary for Transplant Center to access and use the Platform as described in the Documentation. If any hardware, equipment, or third-party software supplied by Transplant Center impairs Transplant Center’s system, Transplant Center’s use of the Platform, or causes the Platform to fail, or not to operate properly in connection with Transplant Center’s system, PCC shall have no liability for such impairment, failure, or improper operation.

LIMITATIONS OF LIABILITY

Except for undisputed payment obligations, neither Party’s liability shall exceed the fees paid over the prior 12 months from the date of the event giving rise to such liability.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY OR OTHERWISE), OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES AWARDED) UNDER THIS ATTACHMENT TO THE OTHER FOR ANY CLAIM WILL BE SUBJECT TO THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THE GENERAL TERMS AND CONDITIONS OF THE AGREEMENT.

INDEMNIFICATION

Each Party (the "Indemnifying Party") hereby indemnifies, defends, and holds harmless the other Party (the "Indemnified Party") and its respective officers, directors, employees, contractors, agents, and representatives from and against any and all claims, obligations, actions, suits, debts, judgments, losses, fines, penalties, damages, costs, and expenses (including reasonable attorneys' fees and litigation costs) (collectively, "Covered Liabilities") incurred by the Indemnified Party arising out of or resulting from: (i) any violation of an applicable federal or state law or regulation by the Indemnifying Party, including, without limitation, HIPAA ; or (ii) a successful claim that the Platform infringes or misappropriates the patent, trade secret, trademark, copyright or other Intellectual Property Rights of any third party. A Party seeking indemnification (the “Indemnified Party”) shall provide the other Party (the “Indemnifying Party”) with prompt written notice of any claim; provided, however, that failure to give prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced thereby. The Indemnifying Party shall have sole control over the defense and settlement of the claim, except that: (i) no settlement may impose any non-monetary obligation on, or admit liability by, the Indemnified Party without its prior written consent (not to be unreasonably withheld or delayed); and (ii) the Indemnified Party may participate through counsel of its own choice at its own expense.

HIPAA AND HITECH

General. The following terms used in this subsection (whether or not capitalized) shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Covered Entity, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Transplant Center, Unsecured Protected Health Information, and Use. PCC agrees to:

1.     Not use or disclose Protected Health Information other than as permitted or required by the Agreement or as required by law;

2.     Use appropriate safeguards, and comply with Subpart C of 45 C.F.R. Part 164 with respect to electronic Protected Health Information, to prevent use or disclosure of Protected Health Information other than as provided for by the Agreement;

3.     Report to Transplant Center in writing any use or disclosure of Protected Health Information not permitted under the Agreement of which it becomes aware, including breaches of Unsecured Protected Health Information as required at 45 C.F.R. § 164.410 and any Security Incident, seven (7) business days of any Breach or Security Incident  The parties acknowledge and agree that this section constitutes notice by PCC to Transplant Center of the ongoing existence and occurrence of attempted but Unsuccessful Security Incidents (as defined below) for which no additional notice to Transplant Center shall be required. “Unsuccessful Security Incidents” shall include, but not be limited to, pings and other broadcast attacks on PCC’s firewall, port scans, unsuccessful log-on attempts, denials of service and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of Protected Health Information. Include in such written report the following information:  (1) the identification of each individual whose Unsecured Protected Health Information has been, or is reasonably believed by PCC to have been, accessed, acquired, or disclosed in connection with such Breach or Security Incident, (2) a brief description of the Breach or Security Incident, (3) the date of the Breach or Security Incident and the date of discovery of the Breach or Security Incident, (4) a description of the types of Unsecured Protected Health Information that were involved in the Breach or Security Incident, and (5) a description of any remedial actions being taken by PCC to mitigate any harmful effect of the Breach or Security Incident.  In addition, PCC shall provide any additional information reasonably requested by PCC for purposes of investigating the Breach or Security Incident;

4.     In accordance with 45 C.F.R. §§ 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors or agents that create, receive, maintain, or transmit Protected Health Information on behalf of PCC agree to the same restrictions, conditions, and requirements that apply to PCC with respect to such information and that apply to PCC under the Agreement by entering into a contract in writing with each such subcontractor or agent that complies with 45 C.F.R. § 164.314;

5.     Maintain and make available the information required to provide an accounting of disclosures to Transplant Center as necessary to satisfy Transplant Center’s obligations under 45 C.F.R. § 164.528 by providing such information in the time and manner requested by Transplant Center, but in no case later than ten (10) calendar days after the receipt of the request;

6.     Make its internal practices, books, and records available to the Secretary, in a time and manner designated by Transplant Center or the Secretary, for purposes of determining Transplant Center’s or PCC’ compliance with the HIPAA Rules. In the event PCC receives a request directly from the Secretary and PCC is otherwise permitted by law, PCC shall, within thirty (30) calendar days of receipt of such request, notify PCC of any request for access by HHS and shall provide PCC with a copy of the HHS request for access and all materials to be disclosed pursuant thereto; and

7.     Mitigate, to the extent practicable, any Breach or Security Incident in violation of the requirements of the Agreement.

TRANSPLANT CENTER AGREES THAT IT SHALL BE SOLELY RESPONSIBLE FOR MAINTAINING ITS OWN COMPLIANCE WITH THE HIPAA RULES AND SHALL INDEMNIFY PCC AND HOLD PCC HARMLESS FROM ANY FINE, FORFEITURE, LOSSES, DAMAGES, OR PENALTY AND FOR ANY COSTS OR ATTORNEY’S FEES RESULTING OR ARISING FROM (I) ANY FAILURE BY TRANSPLANT CENTER TO COMPLY WITH THE HIPAA RULES OR (II) ANY BREACH OF THE AGREEMENT, OR DEFAULT OF TRANSPLANT CENTER’S PERFORMANCE UNDER THE AGREEMENT.

Uses and Disclosures. PCC may use or disclose Protected Health Information as necessary to perform the services agreed upon in the underlying services agreement between the parties or as set forth in the Agreement. PCC may use or disclose Protected Health Information as required by law. PCCC agrees to make uses and disclosures and requests for Protected Health Information consistent with 45 C.F.R. §164.502(b), to ensure that only the minimum amount of Protected Health Information necessary to accomplish the intended purpose is used or disclosed. PCC may not use or disclose Protected Health Information in a manner that would violate Subpart E of 45 C.F.R. Part 164 if done by Transplant Center. Transplant Center shall not request PCC to use or disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 C.F.R. Part 164 if done by Transplant Center. PCC may Use Protected Health Information for the proper management and administration of its organization or to carry out its legal responsibilities.  PCC may de-identify any and all Protected Health Information in accordance with the provisions of HIPAA. Transplant Center acknowledges and agrees that De-identified Information is not Protected Health Information, and PCC may use such De-identified Information for any lawful purpose. We will not be considered in violation of this Attachment when subject to a Law Enforcement Delay.

Transplant Center Obligations. Transplant Center shall notify PCC of any limitation(s) in the Notice of Privacy Practices of Transplant Center under 45 CFR § 164.520, to the extent that such limitation may affect PCC’s Use or Disclosure of Protected Health Information. Transplant Center shall notify PCC of any changes in, or revocation of, the permission by an individual to Use or Disclose his or her Protected Health Information, to the extent that such changes may affect PCC’s Use or Disclosure of Protected Health Information. Transplant Center shall notify PCC of any restriction on the Use or Disclosure of Protected Health Information that Transplant Center has agreed to or is required to abide by under 45 CFR § 164.522, to the extent that such restriction may affect PCC’s Use or Disclosure of Protected Health Information. Transplant Center shall be solely responsible for any determination that PCC should or should not disclose Protected Health Information to Transplant Center’s patients, their representatives, or any third-party purporting to represent Transplant Center’s patient(s). Transplant Center shall obtain any consent and/or authorization that may be required by 45 CFR § 164.506, §  164.508, 42 CFR Part 2, or any other applicable state or federal law or regulation prior to furnishing PCC the PHI pertaining to an individual. Transplant Center shall implement appropriate administrative, technical, and physical safeguards to protect the privacy and security of PHI. Transplant Center shall reasonably safeguard PHI from any intentional or unintentional use or disclosure that is in violation of the Privacy Rule, and limit incidental uses or disclosures made pursuant to otherwise permitted or required disclosures.  

MISCELLANEOUS

Insurance. PCC shall, at its own expense, procure and maintain in full force and effect at all times during the term of the Agreement, the following minimum insurance coverage: Cyber Liability Insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and in the aggregate, covering claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information, alteration of electronic information, extortion, and network security. Transplant Center shall provide PCC with certificates of insurance evidencing the required coverage prior to commencing operations under this Agreement.

Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, civil commotion, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, acts of God, in addition to any and all events, regardless of their dissimilarity to the foregoing, deemed to render performance of the Agreement impracticable or impossible under the law, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such Force Majeure is in effect.

Governing Law and Forum. Any and all disputes, controversies or claims (each a “Dispute”) arising out of, relating to or in connection with the Agreement, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration under Delaware law administered by the American Arbitration Association (“AAA”). The arbitration shall be conducted on a confidential basis in accordance with the AAA rules governing commercial arbitration (the “Rules”) in effect at the time of the arbitration. The place of the arbitration shall be Chicago, Illinois. The language of the arbitration shall be English.   Any decision or award as a result of any such arbitration proceeding shall be in writing, shall provide an explanation for all conclusions of law and fact, and shall include an assessment of costs, expenses, and reasonable attorneys’ fees. Judgment upon an arbitration award may be entered in any court of competent jurisdiction.

Waiver. The failure of any Party to insist in any one or more instances upon performance of any term of the Agreement will not be construed as a waiver of future performance of the term, and the Party’s obligations with respect to such term will continue in full force and effect. The provisions of the Agreement are severable. The invalidity or unenforceability of any term or provision in any jurisdiction will be construed and enforced as if it has been narrowly drawn so as not to be invalid, illegal or unenforceable to the extent possible and will in no way affect the validity or enforceability of any other terms or provisions in that jurisdiction or of this entire Agreement in that jurisdiction.

Independent Contractors. The sole relationship between the Parties is that of independent contractors. The Agreement will not create a joint venture, partnership, agency, employment, or other relationship between the Parties. Nothing in the Agreement will be construed to create any rights or obligations except among the Parties, and no person or entity will be regarded as a third-party beneficiary of the Agreement, except as otherwise provided in the Agreement.

Taxes. Unless expressly provided for otherwise, the prices listed herein do not include taxes. Each Party agrees to pay any taxes, other than those based on its net income, arising out of the Agreement.

Non-Solicitation and Non-Compete. Transplant Center acknowledges and agrees that PCC’s employees and contractors are a valuable asset to it, that PCC expended significant resources in recruiting and training such employees and contractors, and that such employees and contractors are and would be difficult for us to replace.  Accordingly, Transplant Center agrees that, for the Term of the Agreement and for a period of twelve (12) months thereafter, Transplant Center will not solicit, recruit, encourage to cease employment with the PCC, or offer to hire or retain any such employee or contractor, whether as an employee, independent contractor or otherwise.  Additionally, during the term of the Agreement and for twelve (12) months thereafter, Transplant Center is prohibited from directly or indirectly creating, operating, or managing a service, program, legal entity, or business model that in any way competes with PCC’s business model or operations. A breach of this section will be considered a material breach of the Agreement.

Exclusion. Either Party may terminate the Agreement if the other Party is excluded from participation in Medicare.

Assignment: Neither Party may assign the Agreement without written consent, except in case of merger or acquisition. Any such purported assignment shall be null and avoid.

Notices. PCC may give general notices regarding the Platform applicable to all users by means of a notice on the PCC’s websites or web portals or through Transplant Center’s account. Specific notices applicable to Transplant Center will be given by electronic mail to Transplant Center’s e-mail address on record in PCC’s account information. All legal or dispute-related notices will be sent by first class mail, email, or express delivery to the following or such other addresses as either Party may designate in writing from time to time:

If to Transplant Center: Transplant Center’s account representative and address on record in the Transplant Center’s account information.

If to PCC:

680 N Lake Shore Drive

Suite 1110 #2205

Chicago, IL 60611

Attention: Legal

With copy by email to: legal@pulsecharterconnect.com

Amendments. Any amendment must be made in writing and signed by both Parties.