Intellijoint No Charge Evaluation Terms and Conditions
This No Charge Evaluation Terms and Conditions ("Evaluation Terms") are to be read in conjunction with the applicable No Charge Evaluation Agreement between Customer and Intellijoint. Under the No Charge Evaluation Agreement and these Evaluation Terms, Intellijoint is loaning medical equipment to Customer and providing free medical consumable products for the sole purpose of performing a limited number of procedures to evaluate the products. Intellijoint’s standard replacement price list, as may be updated from time-to-time, is provided in Appendix A.
Ownership: Intellijoint shall retain all ownership of the System, and any portion thereof, along with all intellectual property rights in the System.
Taxes & Gross Up: All fees are exclusive of taxes, levies or duties imposed by taxing authorities, and Customer shall be responsible for any applicable taxes, levies or duties (excluding taxes based on Intellijoint’s income). If Customer is a tax-exempt entity or claims exemption from any Taxes, Customer shall provide a certificate of exemption, upon execution of this Agreement, and after receipt of valid evidence of exemption, Intellijoint shall not charge any taxes from which Customer is exempt.All payments to be made by Customer to Intellijoint under this Agreement shall be made free and clear of and without any tax withholding unless Customer is required to do so, in which case the sum payable by Customer shall be increased to the extent necessary to ensure that Intellijoint receives a sum net of any deduction or withholding equal to the sum which it would have received had no such tax withholding been made or required to be made.Customer shall promptly furnish Intellijoint with all official receipts evidencing payment of Taxes due under or in relation to this Agreement.
Insurance: Intellijoint shall maintain general liability insurance in the amount of Five Million Dollars ($5,000,000) per occurrence. Intellijoint shall maintain worker’s compensation and employer’s liability insurance per statutorily required minimums in the amount of Two Million Dollars ($2,000,000) each incident, Two Million Dollars ($2,000,000) disease-policy limit and Two Million Dollars ($2,000,000) disease-each employee.
Compliance with Laws: Intellijoint agrees to comply with all applicable federal, state and local laws, rules, regulations, and guidelines, and all applicable rules, regulations, and policies of Customer during the term of this Agreement.
Disclaimer of Liability: To the extent not prohibited by applicable law, in no event will intellijoint be liable for personal injury, or any incidental, special, indirect, consequential or punitive damages whatsoever, including, without limitation, damages resulting from delay of delivery, for loss of profits, data, business or goodwill, for business interruption or any other commercial damages or losses, arising out of or related to this agreement or your use or inability to use the system, however caused, whether under a theory of contract, warranty, tort (including negligence), product liability, or otherwise, even if intellijoint has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any remedy. Intellijoint's total cumulative liability to customer, from all causes of action and all theories of liability, will be limited to and will not exceed one hundred dollars ($100.00).
Customer acknowledges and agrees that the system is an adjunct to, and not a replacement for, a surgeon’s knowledge, expertise, and judgment and as such, responsibility for the use of the system in surgery remains with the surgeon
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the province of Ontario, and the laws of Canada applicable therein, without giving effect to its choice of law principles.
APPENDIX A
Intellijoint Navigation System Components and Replacement Price List
| DESCRIPTION | ||||
|---|---|---|---|---|
| Intellijoint Workstation with Camera | 000-0250 | 1 | ||
| 1 | Intellijoint HIP® Cart | 000-0220 | 1 | $7,508 |
| 2 | Workstation | 000-0241 | 1 | $9,941 |
| 3 | Cart Power Cable, N. America | 000-0225 | 1 | $195 |
| 4 | Camera, Mini Optical 3D, USB | 000-0281 | 1 | $29,995 |
| Intellijoint HIP Instrument Tray Complete | 000-0210 | 1 | ||
| 5 | Intellijoint HIP® Instrument Tray | 000-0207 | 1 | $12,750 |
| 6 | Platform, Pelvic, 25mm | 000-0214 | 1 | $6,175 |
| 7 | Clamp, Camera | 000-0189 | 1 | $9,272 |
| 8 | Shroud, Camera | 000-0158 | 1 | $3,442 |
| 9 | Platform, Femur | 000-0152 | 1 | $3,265 |
| 10 | Tracker | 000-0172 | 1 | $4,946 |
| 11 | Inserter, Femur Platform | 000-0159 | 1 | $3,843 |
| 12 | Probe | 000-0197 | 1 | $5,855 |
| 13 | V-Block | 000-0206 | 1 | $3,656 |
| 14 | Alignment Rod | 000-0202 | 1 | $,6072 |
| 15 | Trocar | 000-0160 | 1 | $309 |
| 16 | Sleeve, Pelvic Screw | 000-0161 | 1 | $599 |
| 17 | Guide, Pelvic Screw, 25mm | 000-0229 | 1 | $1,089 |
| 18 | Driver, T-Handle, 3.5mm | 000-0208 | 1 | $323 |
| 19 | Bit, Power, 3.5mm x 2" | 000-0209 | 1 | $323 |
| 20 | Femoral Disc Inserter Tray Brackets with Hardware Set, Instrument Tray, G2 | 000-0370 | 1 | $225 |
| 21 | Magnetic, Femoral Disc Inserter | 000-0368 | 1 | $3,445 |
| 22 | Rod, Washer | 000-0280 | 1 | $245 |
| Intellijoint HIP Accessories | ||||
| 23 | Platform, Femur, 11mm Nails | 000-0211 | 1 | $2,995 |
| 24 | Probe, G2, 120MM Tip | 000-0260 | 1 | $6,455 |
| 25 | Arm, Camera Mount, Magnetic Base | 000-0270 | 1 | $4,050 |
| 26 | Femoral Disk Inserter, Nails | 000-0358 | 1 | $2,450 |
| 27 | Extender, Femur Platform | 000-0272 | 1 | $3,245 |
| 28 | Cover, Workstation, Clear | 000-0378 | 1 | $195 |
| Intellijoint KNEE Instrument Tray Complete | ||||
| 29 | Intellijoint KNEE® Instrument Tray | 000-0546 | 1 | $6,468 |
| 30 | Probe Tracker | 000-0502 | 1 | $7,490 |
| 31 | Fine Adjustment Cutting Guide | 000-0562 | 1 | $10,933 |
| 32 | Mini Screw Driver | 000-0563 | 1 | $1,300 |
| 33 | Assembly, Bone Tracker | 000-0551 | 1 | $9,800 |
| 34 | Probe Calibration Jig | 000-0526 | 1 | $4,038 |
| 35 | Magnetic Paddles | 000-0570 | 1 | $1,500 |
| 36 | Dual Slot Cutting Guide | 000-0536 | 1 | $6,780 |
| 37 | Probe Adapter 1.3-1.4mm | 000-0559 | 1 | $1,010 |
| 38 | Probe Adapter 1.5-1.6mm | 000-0560 | 1 | $1,010 |
| 39 | Probe Adapter 1.7-1.8mm | 000-0561 | 1 | $1,010 |
| 40 | Rotation Sizer Interface | 000-0566 | 1 | $3,750 |
| 41 | Camera Mount | 000-0541 | 1 | $5,869 |
| Intellijoint VIEW | ||||
| 42 | Intellijoint VIEW Surgical Planning Software | 000-0450 | 1 | Incl. |