Sales Agreement and Terms & Conditions

SAFE SLEEP SIMULATION KIT SALES AGREEMENT 

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RECITALS 

A. Parkview is the designer and developer of the Safe Sleep Simulation Kit, which includes educational materials and a “Safe Sleep” model. The educational materials include, but are not limited to, written materials, web-based content, app-based content, and other documentation. The Safe Sleep Simulation Kit, including all component parts, web-based applications, and accompanying documentation and educational materials, shall be referred to herein as the “Safe Sleep Simulation Kit.” 

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B. Purchaser desires to purchase the Safe Sleep Simulation Kit from Parkview for use in a professional capacity for education and training.  

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C. Parkview will sell the Safe Sleep Simulation Kit to Purchaser pursuant only to the terms and conditions set forth herein.  

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AGREEMENT 

In consideration of the recitals and terms and conditions contained herein, the Parties agree as follows: 

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1. Authorization. Parkview authorizes Purchaser to use the Safe Sleep Simulation Kit so long as the Safe Sleep Simulation Kit is used solely as intended for educational and informational purposes. 

2. Not An Agent. At all times, Purchaser is acting independently and not as an agent, partner, or joint venturer of Parkview. Purchaser does not have, nor shall Purchaser hold himself or herself out as having, any authority to bind Parkview, or to make representations or incur any obligations or expenses on behalf of Parkview, unless expressly stated by Parkview in writing. Purchaser shall have sole discretion and responsibility for performance of his or her work related to the Safe Sleep Simulation Kit. 

3. Purchaser’s Own Risk. Purchaser agrees that he or she will review and follow all instructions, warnings, and terms and conditions relating to the Safe Sleep Simulation Kit. Purchaser further agrees that prior to using the Safe Sleep Simulation Kit with other users, Purchaser is solely responsible for directing the others to read and follow all instructions and warnings relating to the Safe Sleep Simulation Kit. Purchaser understands and agrees that he or she shall use the Safe Sleep Simulation Kit at his or her own risk and that Purchaser assumes all responsibility for any damages or injuries to himself or herself or others that may result from use of the Safe Sleep Simulation Kit. The Safe Sleep Simulation Kit is based on guidance promulgated by the American Academy of Pediatrics and Purchaser is solely responsible for any use inconsistent therewith. 

4. Indemnification. Purchaser releases, covenants not to sue, holds harmless, and agrees to defend and indemnify Parkview, including all of its affiliates, subsidiaries, parent companies, and its/their officers, directors, managers, agents, employees, successors, and permitted assigns, from and against any and all liability, claims (including but not limited to claims of negligence arising out of or in any way related to any act or omission of Parkview), actions, causes of action, demands, rights, damages (including, but not limited to, consequential, incidental, compensatory, punitive, and/or exemplary), attorneys’ fees, costs, liens, expenses, and compensation of all kinds, whether known or unknown, foreseen or unforeseen, which may arise out of or be related in any way to Purchaser’s use of the Safe Sleep Simulation Kit, including without limitation, any act, or failure to act, by Parkview. Purchaser understands personal injury and property damage could result from use of the Safe Sleep Simulation Kit, and acknowledges and waives any and all specific notice of such potential damages.  

5. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, PARKVIEW, ON BEHALF OF ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AND ITS/THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES; LOSS OF USE; LOSS OF DATA; LOSS CAUSED BY A VIRUS; LOSS OF INCOME OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; CLAIMS OF THIRD PARTIES; OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF PARKVIEW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SAFE SLEEP SIMULATION KIT. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELEASED PARTIES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED THE PURCHASE PRICE OF THE SAFE SLEEP SIMULATION KIT.   

6. Governing Law. This contract shall be governed and construed in accordance with the laws of the State of Indiana. Each party agrees that any action brought in connection with this Agreement shall be filed and heard in the Superior Court of Allen County, Indiana, or the United States District Court for the Northern District of Indiana – Fort Wayne Division, and each party hereby submits to the jurisdiction of such courts. 

7. PURCHASER STIPULATES AND REPRESENTS THAT HE OR SHE IS OVER THE AGE OF EIGHTEEN (18) AND OTHERWISE LEGALLY COMPETENT TO UNDERSTAND AND ENTER INTO THIS AGREEMENT, HAS READ THE  AGREEMENT IN FULL, FULLY UNDERSTANDS ITS TERMS, UNDERSTANDS THAT HE OR SHE HAS GIVEN UP SUBSTANTIAL RIGHTS BY SIGNING IT, AND SIGNS IT FREELY AND VOLUNTARILY WITHOUT ANY INDUCEMENT, THEREBY RELIEVING PARKVIEW FROM ANY LIABILITY FOR PERSONAL INJURY, PROPERTY DAMAGE, OR WRONGFUL DEATH CAUSED BY NEGLIGENCE (INCLUDING NEGLIGENCE OF PARKVIEW), EQUIPMENT FAILURE, OR ANY OTHER CAUSE.