Standard Terms & Conditions

Standard Purchase Agreement Terms & Conditions

These Ricovr Healthcare Standard Purchase Agreement Terms and Conditions (the “Terms”) are made effective as of the Effective Date set forth in any Pricing (Exhibit C – Pricing), and Ricovr Healthcare, a Delaware corporation with offices at 303a College Ave E, Princeton, NJ 08540 USA (“Seller”), and the entity listed as Customer (“Customer”). The Terms combined with all Pricing are collectively referred to as the “Purchase Agreement” and govern the relationship between the parties with respect to any Devices or Services ordered in any Pricing. Ricovr Healthcare and Customer are referred to as a “Party” and collectively as the “Parties.”   In consideration of the mutual covenants and conditions set forth below, Ricovr Healthcare and Customer agree as follows:

DEFINITIONS

• “Authorized Users” means Customer employees or contractors authorized to access the Product, which the customer sets up and manages.
• “Customer” is an individual or entity that purchases a Good from the Seller for its internal use or incorporation into its products.
• “Intellectual Property Rights” means all forms of industrial and intellectual property rights and protections throughout the world, including any (a) patents (including any patent applications, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and re-examinations thereof); (b) copyrights; (c) Internet domain names, trademarks, service marks, and trade dress, together with all goodwill associated therewith; (d) trade secrets; (e) rights in databases and designs (ornamental or otherwise); (f) moral rights, rights of privacy, rights of publicity, and similar rights; and (g) any other proprietary rights and protections, whether currently existing or hereafter developed or acquired arising under statutory or common law, including all applications, disclosures, and registrations with respect to it.
• “Pricing” means any Product Pricing detailed in Exhibit C Pricing, whether in hardcopy or electronic format, executed by both Parties, that sets forth the Devices and Services ordered, the schedule of payments for the Products and Services (provided that certain products and Services may be free of charge), and any unique additional terms. Electronic Pricings shall be deemed executed by Customer upon electronic submission and shall be deemed executed by Ricovr Healthcare upon acceptance and approval. The Effective Date of an electronic Pricing shall be the date on which Ricovr Healthcare creates an account for Customer or, if Customer already has a Ricovr Healthcare account, the date of acceptance and approval of the Pricing by Ricovr Healthcare.
• “Good” refers to the goods, products, devices, disposables, product kits, packaging, or any other services Users, including Ricovr Healthcare support, implementation, training, and other Product-related services, that are identified and purchased. These Goods are detailed in the Pricing, Exhibit C; they are manufactured and distributed by the Seller, purchased by the Customer, and used by Authorized Users.
• “Product” refers to the goods, products, devices, disposables, product kits, packaging, or any other services Users, including Ricovr Healthcare support, implementation, training, and other Product-related services that are identified and purchased. These Product are detailed in the Pricing, Exhibit C; they are manufactured and distributed by the Seller, purchased by the Customer, and used by Authorized Users.
• “Platform” refers specifically to the XALIVA^® Device Reader, a reusable device capable of detecting more than one analyte.
• “Seller” has the meaning set out in the preamble.

2. PRODUCT

2.1    Product Ordering. Subject to the terms and conditions of this Standard Purchase Agreement, Ricovr Healthcare hereby sells to Customer, and Customer hereby purchases the Devices, if any, identified in the applicable Pricing. The Customer may purchase additional Product(s) by submitting Pricing to Ricovr Healthcare. No Pricing will be binding until executed by both Parties. The Customer will use the XALIVA^® Platform and all Product properly and comply with the instructions for use and all Product packaging. The Customer will, at the Customer’s sole expense, keep and maintain the XALIVA^® Platform and all Products clean and in good working order and repair during the Term. If any Device is lost or damaged, the Customer will pay Ricovr Healthcare the replacement cost. Customer’s use of the Devices is subject to the terms and conditions of the Distributor or Purchase Agreement. Subject to the warranty, the Customer is financially responsible for repairing or replacing all Devices and will notify Ricovr Healthcare and not attempt to repair the device alone.

2.2    Delivery. Shipping terms are FOB Origin, Ricovr Healthcare’s place of business. The risk of loss of the Devices will pass from Ricovr Healthcare to Customer when Ricovr Healthcare makes the Devices available to a shipping carrier selected by Ricovr Healthcare or Customer (with the other party’s consent). Delivery will be deemed made upon transfer of possession to the carrier. Ricovr Healthcare will have no obligation to deliver the Devices until the applicable fees have been paid.

2.3    Restrictions. The Customer may use the Devices only in conjunction with the Services for the Customer’s internal use and their intended purposes. The Devices are also subject to the restrictions set forth in Sections 3.2 and

2.4    Destruction; Return. Upon Ricovr Healthcare’s request and upon any termination or expiration of this Agreement, Customer will: (a) promptly return to Ricovr Healthcare or, if so directed by Ricovr Healthcare, destroy all tangible embodiments of the Device (in every form and medium), and (b) certify (by a Customer officer) to Ricovr Healthcare in writing that Customer has fully complied with the foregoing obligations.

3.2    Restrictions. The rights set forth in Section 2.1 are granted subject to the following restrictions:

(a)     the Product will be used or accessed only by Authorized Users and only for Customer’s internal use; and

(b)    Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Devices or Services available to any third party, other than as expressly permitted by the Distributor Agreement; (ii) create derivative works based on the Services or Devices; (iii) interfere with or disrupt the integrity or performance of the Services or Devices; (iv) reverse engineer or attempt to gain unauthorized access to the Devices, Services or its related systems or networks; or (v) use the Devices or Services to store or transmit infringing, libelous, or otherwise unlawful content or material, or to store or transmit content or material in violation of any rights of any third party.

3.3    Authorized Users. The Customer will safeguard and ensure that all Authorized Users safeguard any usernames and passwords or sensitive information. The customer will be responsible for all acts and omissions of Authorized Users or any users that access the Services using authorized usernames and passwords. The Customer will notify Ricovr Healthcare immediately if it learns of any unauthorized use of any usernames or passwords or any other known or suspected security breach.

3.4    Reservation of Rights. As between Customer and Ricovr Healthcare, all title and Intellectual Property Rights in and to the Devices and Services are owned exclusively by Ricovr Healthcare. Ricovr Healthcare reserves all rights in and to the Devices and Services not expressly granted to Customer under the Agreement. Further, the Agreement does not authorize Customer to use any name, trademark, or logo of Ricovr Healthcare. The Devices and Services are protected by Intellectual Property laws and treaties related to Intellectual Property Rights.

3.5    Feedback. Customer hereby grants to Ricovr Healthcare a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Devices and Services any suggestions, enhancement requests, recommendations, or other feedback provided by Customer, including Authorized Users, relating to the Devices and Services.

4. DATA

4.1    Ownership. For purposes of this Agreement, “Data” will mean all Customer data, information, and materials (a) collected by the Devices transmitted to Ricovr Healthcare; (b) collected by third-party devices and transmitted to Ricovr Healthcare; or (c) provided by Customer to Ricovr Healthcare through the Services. As between the parties, Customer is and will remain the sole and exclusive owner of all rights, titles, and interests in and to all Data. Customer hereby grants to Ricovr Healthcare a limited, perpetual, royalty-free, worldwide license to use, copy, display, disclose, modify and distribute the Data solely to provide the Services (including improving the Services) and for the creation of compilations of aggregated data and statistics; provided, however, in any such aggregated data or statistics, Ricovr Healthcare will ensure that the Data is used in aggregated form only and in a manner that is not directly attributable to or identified with Customer.

5. FEES

5.1    Fees. The Customer will pay Ricovr Healthcare the price for the Devices and Services as set forth in and on Exhibit-C contained in the applicable Pricing as applicable; provided, however, that as indicated on the applicable Pricing or invoice.

5.2    Payment Terms. Fees are due and payable within thirty (30) days of Customer’s receipt of the applicable invoice; any amounts not paid when due shall accrue interest at the lesser of one- and one-half percent (1.5%) per month (19.57% annually) or the maximum rate allowed by law. Ricovr Healthcare reserves the right to use any means of collection available under applicable law to collect any amount past due. All amounts payable by Customer to Ricovr Healthcare hereunder are exclusive of any sales, use, and other taxes or duties, however designated (collectively “Taxes“). The Customer will be solely responsible for payment of any Taxes, except those taxes based on Ricovr Healthcare’s income. The Customer will not withhold any Taxes from any amounts due to Ricovr Healthcare.

6. TERM, TERMINATION

6.1    Initial Term. Unless sooner terminated in accordance with the terms of this Section 6, this Agreement will become effective on the Effective Date and continue for the period of time set forth in the applicable Pricing (the “Initial Term”).

6.2    Renewal Terms. Following the Initial Term and except as earlier terminated as described below, this Agreement will automatically renew for successive two (2) year renewal terms (each, a “Renewal Term”), unless either Party provides notice to the other of its intention to allow the Agreement to expire at least thirty (30) days prior to the expiration of the then-current term. The Initial Term and all Renewal Terms will collectively be referred to as the “Term.”

6.3    Termination. Each Party may terminate this Agreement upon written notice to the other Party in the event the other Party commits any material breach of this Agreement and fails to cure such breach within thirty (30) days after written notice of such breach. Ricovr Healthcare may terminate this Agreement with respect to any products or Services that it provides free of charge for any reason or no reason at any time upon 90 days’ notice to Customer.

6.4    Obligations on Termination. Upon expiration or termination of this Agreement, all rights granted hereunder by Ricovr Healthcare and all obligations of Ricovr Healthcare to provide Services will immediately be terminated.  Upon the termination of this Agreement for any reason, each party will be released from all obligations to the other arising after the date of expiration or termination, except that provisions which by their nature should survive termination will survive, such as restrictions, indemnity obligations, warranty disclaimers, and limitations of liability, including Sections 0, 2.3, 2.4, 3.2, 3.4, 3.5, 4.1, 6.3, 7, 8.3, 8.4, 8.5, 9, 10, and 11. All fees for the Devices and Services are nonrefundable. Without limiting the foregoing, no refunds or credits will be issued for partial periods of service, downgrade refunds, or refunds for period unused in the event of termination under this Agreement.

7. CONFIDENTIALITY

7.1    Definition. As used herein, subject to Section 7.2 below, “Confidential Information” means any and all information or data, regardless of whether it is in tangible form, disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to the Receiving Party; provided, however, that in any event, Ricovr Healthcare’ Confidential Information will include all information relating to the Services, and Customer’s Confidential Information will include the Data (subject, however, to Ricovr Healthcare’ rights to use and disclose the Data as set forth in Section 4). In addition, the terms of this Agreement will be considered the Confidential Information of both Parties.

7.2    Exclusions. Notwithstanding the foregoing, information and data will not be deemed “Confidential Information” if such information: (i) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information.

7.3    Obligations. The Parties will use reasonable measures to protect the secrecy and avoid disclosure and unauthorized use or reproduction of the other Party’s Confidential Information. Without restricting or otherwise limiting the exercise by a Party of the rights and licenses expressly granted to it under this Agreement, Confidential Information may be disclosed to only (a) such employees and agents of the Parties as may have a need to know such information in the course of their duties; (b) legal or financial advisors of the Parties on a need to know basis; or (c) existing and potential investors, lenders, acquirers, partners and their respective legal or financial advisors; provided in each case that the foregoing are bound by a written agreement (or in the case of advisors, ethical duties) respecting such Confidential Information in accordance with the terms of this Section 7. In addition, Confidential Information may be disclosed to any competent authorities following a judicial order to do so.

8. REPRESENTATIONS, WARRANTIES AND EXCLUSIONS

8.1    General. Each Party represents and warrants to the other Party that such Party has the required rights, power, and authority to enter into this Agreement and to grant all rights, authority, and licenses granted hereunder. Ricovr Healthcare represents and warrants to Customer that Ricovr Healthcare will provide the implementation services, if applicable, in a professional and workmanlike manner.

8.2    Device Warranty. Ricovr Healthcare warrants to Customer that, during the Term, such Platform and Product will be free from material defects and will substantially conform to applicable documentation. The foregoing warranties do not cover damage to the Product (or any part thereof) due to problems caused by (a) Customer’s negligence, abuse or misapplication, (b) other external causes (including, without limitation, third-party hardware or software, accident, abuse, misuse, problems with electrical power, servicing or modifications not authorized by Company), or (c) usage not in accordance with Ricovr Healthcare’s documentation (collectively, “Warranty Exclusions”). Customer’s sole and exclusive remedy, and Ricovr Healthcare’s sole and exclusive obligation, for breach of the foregoing warranties, is to require Ricovr Healthcare, at Ricovr Healthcare’s option, to repair or replace the Device. For any breaches of the foregoing warranties, Ricovr Healthcare shall pay all costs (including shipping costs) associated with (y) the return of the Product back to Ricovr Healthcare and (z) the shipment of the repaired or replaced Product to Customer. If a Product is damaged due to a Warranty Exclusion, the Customer shall be responsible for the repair or replacement of the Product (including all shipping costs).

8.3    Third Party Hardware. All third-party Products such as hardware, software, equipment, and devices identified in the Pricing (“Third Party Hardware”) are provided on an as-is, pass-through basis. All warranties, indemnification, and support obligations with respect to any Third-Party Hardware are provided by the applicable third-party licensor or supplier. Ricovr Healthcare does not provide any warranty, indemnification or support with respect to any Third-Party Hardware.

8.4    Batteries. The Xaliva Device has a built-in reusable lithium battery that requires charging when battery power falls below 20%.   Please see the Instructions for Use for proper battery charging, maintenance, and use.

8.5    Exclusions. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE DEVICES AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, AND RICOVR HEALTHCARE DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, SAFETY, SECURITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT RICOVR HEALTHCARE DOES NOT WARRANT THAT THE PRODUCT NOR PRODUCT-RELATED SERVICES WILL BE PROVIDED IN AN UNINTERRUPTED OR ERROR-FREE FASHION AT ALL TIMES, THAT THE SERVICES ARE SECURE, THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE SERVICES WILL YIELD ANY PARTICULAR RESULT. THE SERVICES AND DEVICES ARE NOT INTENDED FOR SAFETY FUNCTIONS, AND RICOVR HEALTHCARE DISCLAIMS ALL LIABILITY RELATED TO SUCH USE. THE CUSTOMER AGREES THAT RICOVR HEALTHCARE WILL HAVE NO LIABILITY TO THE CUSTOMER WITH RESPECT TO THE DATA OR THE CUSTOMER’S USE THEREOF. RICOVR HEALTHCARE MAKES NO WARRANTY OR REPRESENTATION REGARDING THE ACCURACY, FAILURE, OR COMPLETENESS OF ANY DATA OR DECISIONS THAT ARE TAKEN, SUCH AS ADVERSE CONSEQUENCES.

9. INDEMNIFICATION

9.1    Indemnification by Ricovr Healthcare. Ricovr Healthcare will defend at its expense any claim, suit, or proceeding (each a “Claim”) brought against Customer by a third party based upon a claim that Customer’s use of the Services or Devices as contemplated by this Agreement infringes such third party’s rights under any United States patent or copyright, and Ricovr Healthcare will pay all damages finally awarded against Customer by a court of competent jurisdiction as a result of any such Claim. If the use of any Device or any portion of the Services by Customer has become, or in Ricovr Healthcare’s opinion is likely to become, the subject of any claim of infringement, Ricovr Healthcare may at its option and expense (a) procure for Customer the right to continue using such Device or portion of the Services as set forth hereunder; (b) replace or modify such Device or portion of the Services to make it non-infringing so long as it retains at least equivalent functionality; or (c) if options (a) or (b) are not reasonably practicable, terminate this Agreement and provide a pro-rata refund of any amounts pre-paid. Ricovr Healthcare will have no liability or obligation under this Section 9.1 with respect to any Claim to the extent caused by (w) use of the Services outside the scope of this Agreement; (x) compliance with or use of designs, data, instructions or specifications provided by Customer (including the Data); (y) modification of the Device or Services by any person or entity other than Ricovr Healthcare without Ricovr Healthcare’ express consent; or (z) the combination, operation or use of the Device or Services with other applications, portions of applications, product(s), devices, equipment, hardware, software, data or services.

9.2    Indemnification by Customer. Customer will defend at its expense any Claim brought against Ricovr Healthcare by any third party arising from (a) any content provided by Customer through the Services; (b) anything covered by any of clauses (w) through (z) of Section 9.1, or (c) use of the Services or Data by Customer or Authorized Users, or by any entity or individual using the user identifier and password provided to Customer by Ricovr Healthcare, and Customer will pay all damages finally awarded against Ricovr Healthcare by a court of competent jurisdiction as a result of any such Claim. Customer will have no liability or obligation under this Section 9.2 with respect to any Claim to the extent caused by Ricovr Healthcare’s gross negligence or willful misconduct or to the extent Ricovr Healthcare would be required to indemnify Customer with respect to such Claim under Section 9.1 if such Claim had been brought against Customer.

9.3    Additional Terms. The foregoing indemnification obligations are conditioned upon the following: (a) the Party seeking indemnification will promptly notify the indemnifying Party of the applicable Claim, (b) the indemnifying Party will have the sole and exclusive authority to defend and/or settle any such Claim and (c) the Party seeking indemnification will reasonably cooperate with the indemnifying Party in connection therewith.

10. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL RICOVR HEALTHCARE BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, FIRE OR WATER DAMAGE, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. RICOVR HEALTHCARE WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS PRECEDING THE TIME OF ANY CLAIM.

11. GENERAL

11.1 Force Majeure. Ricovr Healthcare will not be deemed in breach hereunder for any cessation, interruption, or delay in the performance of its obligations due to causes beyond its reasonable control, including, without limitation, earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared) or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree; provided that financial inability in and of itself will not be a force majeure event.

11.2 Compliance with Laws. Without limiting the generality of the foregoing, Customer will not transfer, either directly or indirectly, the Services or any Device, either in whole or in part, to any destination subject to export restrictions under United States law unless prior written authorization is obtained from the appropriate United States agency and will otherwise comply with all other applicable import and export laws, rules and regulations.

11.3 No Assignment. Customer may not assign this Agreement or sublicense any of the rights granted herein, in whole or in part, without the prior written consent of Ricovr Healthcare, which consent will not be unreasonably withheld, except Customer may assign this Agreement, without the prior written consent of Ricovr Healthcare, to a corporation or other business entity succeeding to all or substantially all of the assets and business of Customer by merger or purchase, provided that such corporation or other business entity assumes, in writing delivered to Ricovr Healthcare, all of the terms and conditions of this Agreement. Any attempt by Customer to assign or transfer any of this Agreement’s rights, duties, or obligations in violation of the foregoing will be null and void. Ricovr Healthcare may freely assign or subcontract any or all its rights or obligations under this Agreement.

11.4 Amendment; Waiver. This Agreement may not be amended or modified, in whole or part, except by a writing signed by duly authorized representative of both Parties. No provision or part of this Agreement or remedy hereunder may be waived except by a writing signed by a duly authorized representative of the Party making the waiver. Failure or delay by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

11.5 Relationship. Nothing in this Agreement will be construed to place the Parties in an agency, employment, franchise, joint venture, or partnership relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

11.6 Severability. If any provision of this Agreement is found to be unenforceable, it will be reformed only to the extent necessary to make it enforceable, and the reformed provision will continue in effect to the extent consistent with the parties’ intent as of the Effective Date.

11.7 Governing Law, Jurisdiction. All disputes, claims, or controversies arising out of this Agreement, the negotiation, validity, or performance of this Agreement, or the transactions contemplated hereby will be governed by and construed in accordance with the laws of the State of New Jersey without regard to its rules of conflict of laws. Each of the Parties hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of New Jersey and of the United States of America located in New Jersey (the “NJ Courts”) for any litigation among the Parties arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, waives any objection to the laying of the venue of any such litigation in the NJ Courts and agrees not to plead or claim in any NJ Court that such litigation brought therein has been brought in any inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of the NJ Courts.

11.8 Notices. All notices under or related to this Agreement will be in writing and will reference this Agreement. Notices will be deemed given when: (a) delivered personally; (b) sent by confirmed telecopy or other electronic means; (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a commercial overnight carrier, with written verification of receipt. All communications will be sent to the addresses set forth on the Cover Page or other addresses designated pursuant to this Section 11.8.

11.9 Entire Agreement. This Agreement constitutes the entire agreement between the Parties. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. It prevails over any conflicting terms or conditions on printed forms submitted with purchase orders, sales acknowledgments, or quotations.

11.10 Export Control Laws. The Products are subject to export controls under the laws and regulations of the United States and other applicable countries’ laws and regulations. Customer agrees to comply with such laws and regulations governing the export, re-export, transfer, and use of the Products. The Customer will obtain all required U.S. and local authorizations, permits, or licenses. Customer represents and warrants that (a) Customer is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) Customer is not listed on any U.S. Government list of prohibited or restricted parties.

11.11 U.S. Federal Government End User. Ricovr Healthcare provides the Products, including related software and technology, for federal government end use as a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are provided to the end user with only those rights as provided under the terms and conditions of this Agreement. If a government agency has a need for rights not conveyed under these terms, it must negotiate with Ricovr Healthcare to determine if there are acceptable terms for transferring such rights and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.