PulseQ AED Management Program

Standard Terms & Conditions

These PulseQ AED Management Program Terms & Conditions (“Terms”) govern the provision of AED equipment and related services by Medserv Healthcare Solutions, LLC (“Medserv”) to the customer identified in the applicable invoice, order form, or payment confirmation (“Customer”).

By paying for, enrolling in, or using the PulseQ AED Management Program, Customer agrees to be bound by these Terms.

1. Definitions

1.1 AED means an automated external defibrillator unit provided, managed, or tracked by Medserv under this Program.
1.2 Program or PulseQ means Medserv’s AED Management Program, including hardware, software tools, tracking, and related services described in these Terms.
1.3 Equipment means the AED and any associated cabinet, case, signage, and accessories provided by Medserv for use at Customer’s site.
1.4 Consumables means pads, batteries, and single-use items required for operation of the AED.
1.5 Site means the physical location(s) where Customer installs and uses the Equipment.
1.6 Term means the initial and any renewal periods described in Section 4.

2. Scope of Services

2.1 AED Provision. Medserv will provide Customer with the number and model of AED(s) indicated on the applicable invoice or order confirmation. Unless expressly stated otherwise, Equipment may be new or professionally refurbished and tested to manufacturer specifications.

2.2 Program Management. During the Term, Medserv will:

• Maintain a record of Customer’s AEDs, serial numbers, and locations in Medserv’s PulseQ system;
• Track Consumable expiration dates and certain inspection dates as recorded in PulseQ;
• Provide email or electronic reminders prior to scheduled expirations or inspection due dates, using contact information supplied by Customer; and
• Provide reasonable remote support regarding AED status, replacement needs, and basic program questions.

2.3 Consumables Replacement. As part of the Program fee, Medserv will supply replacement pads and batteries:

• When they reach manufacturer expiration; and
• Following a documented use in a bona fide medical emergency, within reasonable limits (e.g., an actual cardiac arrest unless otherwise agreed).

2.4 Optional Services. Any onsite services (including installation, physical inspections, or training) are not included unless expressly purchased and documented in a separate proposal, invoice, or statement of work.

3. Equipment Ownership and Use

3.1 Ownership. Unless expressly stated otherwise in writing, all Equipment provided under this Program remains the property of the customer.

3.2 If the AEDs are leased / provided by Medserv under the PulseQ Monthly management program, all equipment remains the property of Medserv during the term. Customer receives a limited right to use the Equipment at the designated Site(s) during the Term.

3.2 Location. Customer must install and use the AED only at the Site(s) designated in the Program records, unless Medserv is notified in advance and consents to relocation (email consent is sufficient).

3.3 Care of Equipment. Customer will:

• Keep Equipment in a secure, visible, and accessible location;
• Protect Equipment from vandalism, tampering, and environmental damage; and
• Follow manufacturer and Medserv instructions regarding storage and care.

3.4 Loss or Damage. Customer is responsible for loss, theft, or damage to Equipment beyond normal wear and tear. Medserv may charge Customer the current replacement cost for Equipment that is not returned or is returned in unusable condition, except where damage occurs during a documented medical emergency.

3.5 Return of Equipment. Upon termination or non-renewal of the Program, Customer must return all Equipment to Medserv within thirty (30) days, in reasonable working condition, using instructions or prepaid labels provided by Medserv.

4. Term and Renewal

4.1 Initial Term. The Initial Term for each AED under the Program is twenty-four (24) months starting on the Service Start Date stated on the invoice or, if not stated, the date Medserv ships or delivers the Equipment.

4.2 Renewal. After the Initial Term, the Program automatically renews for successive two-year periods at Medserv’s then-current renewal rate unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Term.

4.3 Cancellation by Customer. Customer may cancel the Program after the Initial Term by providing thirty (30) days’ written notice and returning all Equipment as described in Section 3.5. Prepaid fees for any unused portion of the current annual period are non-refundable unless required by applicable law.

4.4 Termination for Cause. Either party may terminate the Program immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice, or if Customer fails to make required payments (Medserv may suspend or terminate services more quickly for non-payment).

5. Fees and Payment

5.1 Program Fees. Unless otherwise specified in writing, the fee for the Program is US$600 per AED per year (plus applicable taxes and shipping).

5.2 Billing. Fees are generally billed annually in advance for each AED covered under the Program. Medserv may offer monthly or other billing frequencies in its discretion.

5.3 Changes to Fees. Medserv may adjust renewal fees for future Terms by providing Customer with notice at least thirty (30) days before the renewal date.

5.4 Late Payment. Medserv may assess late charges, suspend services, or repossess Equipment if invoices are not paid when due. Customer remains responsible for all outstanding fees and reasonable collection costs.

6. Customer Responsibilities

Customers acknowledge that PulseQ is a management and support program, not a replacement for appropriate medical care, training, or emergency response. Customer agrees to:

6.1 Training. Ensure that appropriate staff members are trained in CPR/AED use according to applicable laws, manufacturer recommendations, and local regulations.

6.2 Compliance. Comply with all applicable statutes, regulations, childcare licensing rules, and AED program requirements in Customer’s jurisdiction, including any registration or medical oversight requirements, if applicable.

6.3 Accurate Information. Provide and keep current:

• Site addresses and AED locations;
• Contact names, emails, and phone numbers; and
• Any internal policies that affect inspection frequency or procedures.

6.4 Local Inspections. Perform visual checks of the AED and site between any scheduled Medserv visits, in accordance with guidance provided by Medserv and the manufacturer, and promptly record inspection results if given access to PulseQ forms.

6.5 Incident Reporting. Notify Medserv promptly (ideally within 24 hours) if:

• An AED is used in an incident;
• An AED fails self-test or shows an error indicator;
• Equipment is lost, stolen, damaged, or tampered with; or
• Site details or contact information change.

6.6 No Unauthorized Repairs. Not open, repair, or modify the AED except as allowed by the manufacturer’s instructions, and not permit unqualified parties to service the Equipment.

7. Medserv Responsibilities

During the Term, Medserv will:

7.1 Provide the Equipment described on the applicable invoice or order confirmation.
7.2 Maintain AED and Consumable data within the PulseQ system based on information provided by Customer and by Medserv’s own servicing activities.
7.3 Monitor recorded expiration dates for pads and batteries and send email or electronic reminders to the designated contacts prior to expiry, using commercially reasonable efforts.
7.4 Arrange shipment of replacement pads and batteries when expirations occur or after a documented emergency use, consistent with these Terms and manufacturer recommendations.
7.5 Provide reasonable remote support, during normal business hours, to answer questions about AED status, replacement needs, and basic program operation.

Customer understands that Medserv’s responsibilities are limited to the Program as described and do not include providing medical advice or guaranteeing clinical outcomes.

8. Incident Use and Replacement

8.1 Post-Use Replacement. If an AED is used in a genuine cardiac emergency, Medserv will provide replacement pads and, if necessary, a replacement battery at no additional cost (within reasonable limits) once Customer notifies Medserv and provides basic incident details.

8.2 Retention for Investigation. Customer acknowledges that in some cases (e.g., death, serious injury, regulator or manufacturer review), law enforcement or the manufacturer may require access to the AED or event data, which may temporarily limit availability of the device.

9. Service Limitations and Exclusions

The Program does not include:

• Replacement of Equipment lost, stolen, or irreparably damaged through negligence, vandalism, or misuse (unless otherwise agreed in writing).
• Medical direction, standing orders, or medical control unless explicitly included in a separate agreement.
• Guarantee of compliance with any specific law or regulation; compliance remains Customer’s responsibility.
• Emergency response services or clinical advice in real time.

Medserv’s obligations are limited to the management, monitoring, and logistical services described in these Terms.

10. Regulatory and Medical Disclaimer

10.1 No Medical Advice. Medserv does not provide medical diagnosis, treatment, or medical decision-making through the Program. All training and clinical use of AEDs must follow accepted guidelines and the manufacturer’s instructions.

10.2 Good Samaritan and AED Laws. AED and Good Samaritan laws vary by jurisdiction and may impose specific requirements (such as physician oversight, EMS notification, or registration). Customer is responsible for understanding and complying with applicable local requirements. Medserv will reasonably cooperate, upon request, to assist Customer with documentation related to these obligations.

11. Limitation of Liability

To the fullest extent permitted by law:

11.1 Consequential Damages. Neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including lost profits or loss of goodwill, arising out of or related to these Terms or the Program.

11.2 Cap on Liability. Medserv’s total aggregate liability arising out of or related to the Program, whether in contract, tort, or otherwise, will not exceed the total fees actually paid by Customer to Medserv for the Program during the twelve (12) months immediately preceding the event giving rise to the claim.

11.3 Exceptions. The limitations in this Section do not apply to liability that cannot be limited under applicable law.

12. Indemnification

Customer agrees, to the fullest extent allowed by law, to indemnify and hold harmless Medserv, its officers, employees, and agents from and against third-party claims, damages, and expenses (including reasonable attorney’s fees) arising out of:

• Customer’s failure to comply with applicable laws, regulations, or licensing requirements;
• Customer’s failure to properly train staff or follow manufacturer instructions; or
• Misuse, improper storage, or unauthorized modification of the Equipment by Customer or its staff,

except to the extent caused by Medserv’s gross negligence or willful misconduct.

13. Insurance

Customer agrees to maintain, at its own expense, general liability and any required professional or childcare liability insurance customary for its operations and to ensure that AEDs are included within the scope of covered operations where appropriate.

14. Data, Privacy, and Access

14.1 Program Data. Medserv may maintain data relating to Customer’s sites, AEDs, inspections, and communications within PulseQ for the purpose of providing the Program and improving services.

14.2 Confidentiality. Medserv will use commercially reasonable safeguards to protect Customer information and will not sell Customer data.

14.3 De-Identified Use. Medserv may use de-identified, aggregated data (e.g., counts of devices, general readiness metrics) for internal analytics, benchmarking, or marketing.

15. Suspension and Termination

15.1 Suspension for Non-Payment or Misuse. Medserv may suspend Program services and/or request the return of Equipment if invoices remain unpaid or if Customer misuses the Equipment or materially breaches these Terms.

15.2 Effect of Termination. Upon termination or non-renewal:

• Customer’s right to use the Equipment and PulseQ services ends;
• Customer must return all Equipment as set out in Section 3.5; and
• Any outstanding fees and charges become immediately due and payable.

16. Miscellaneous

16.1 Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws rules.

16.2 Entire Agreement. These Terms, together with any applicable invoice, order form, or written addendum issued by Medserv, constitute the entire agreement between the parties with respect to the Program and supersede all prior discussions or proposals.

16.3 Amendments. Medserv may update these Terms from time to time. Updated Terms will apply to new orders and renewals after notice to Customer or posting at www.medservhealthcare.com For existing prepaid Terms, the version in effect at the time of payment will continue to apply until renewal.

16.4 Assignment. Customer may not assign its rights or obligations under these Terms without Medserv’s prior written consent, except to a successor in connection with a merger or sale of substantially all assets. Medserv may assign these Terms to an affiliate or successor.

16.5 Notices. Formal legal notices under these Terms must be sent in writing to the addresses provided by each party (including by email, where permitted by law). Routine communications may occur via email or other electronic means.

16.6 Severability. If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

16.7 No Third-Party Beneficiaries. These Terms create rights and obligations only between Medserv and Customer, and not for any other person or entity.