1. Sale. When signed by Buyer, the Purchase Agreement (“Agreement”) will be a binding contract for the purchase by Buyer and sale of the products and/or services by SO Esthetics LLC, including ICON HD PRP, DermaFacial (“Seller”). The Agreement consists of the terms and provisions on Page 1 (Invoice) and the Prescribing Practitioner Acknowledgement below, as applicable, and these Terms and Conditions. 

2. Prices and Payment. All prices are subject to change in the event of a delayed payment by Buyer. Payment is due in-full on delivery by Seller unless Seller requires a deposit in advance. Deposits are non-refundable after shipment. Interest, as a form of liquidated damages and not as a penalty, will be charged at the rate of 18% per year (but not more than the highest rate permitted by applicable law) on accounts more than thirty days past due from the date the order is placed.

3. Security Agreement (this clause is applicable to Buyer financed medical devices). To secure the purchase price, Buyer hereby grants Seller a first-priority security interest in the equipment, parts and accessories, and the proceeds thereof, purchased pursuant to the Agreement. Buyer grants Seller a limited power of attorney, coupled with an interest, to execute financing statements and other documents or to take any other action in the name of Buyer necessary to perfect the security interest granted herein. Buyer unconditionally agrees to execute such other or additional documents as may be necessary for the enforcement or protection of Seller’s security interest granted herein. 

4. Taxes and Other Charges. Buyer, solely, shall be responsible to pay all taxes, fees, duty, levy, or charges imposed by all governmental authorities. Seller will include applicable sales taxes on all invoices unless Buyer supplies a valid tax-exempt certificate to Seller prior to delivery.

5. Delivery and Claims. For all purposes, title and risk of loss passes to Buyer and delivery will be deemed completed, on Seller’s tender of the product to a common carrier. All shipments will be fully insured for the benefit of and at the expense of Buyer. All delivery dates are approximate. Seller will deliver in one shipment when possible, but reserves the right to make delivery in installments, if necessary. All such installments will be separately invoiced and will be payable and due as provided therein. In the event of an unreasonable delay in delivery for any cause or reason, which is not cured by delivery within twenty-one days after receipt of written notice from Buyer, Buyer will be entitled to cancel the Agreement and receive a refund of any monies paid to Seller, less those funds described as non-refundable. The foregoing will be Buyer’s sole remedy for an unreasonable delay or failure to deliver, and Seller will have no other liability whatsoever to Buyer for any such delay or failure. 

6. Changes to Products. Seller may from time-to-time change the design or construction of its products.  In the event the product and model purchased hereunder is changed prior to delivery, Seller will endeavor to notify Buyer, and Buyer will be entitled to accept the changed product, subject to any price increase, or cancel the Agreement as to that product, only, and receive a refund of any monies paid to Seller in respect thereof. The foregoing will be Buyer’s sole remedy for any change to the product and model purchased hereunder prior to delivery, and Seller will have no other liability whatsoever for any such change. 

7. Limited Warranty. Except i) for a warranty applicable to a specific product in which case the warranty for the specific product applies ii) for consumables,  disposables and used and refurbished products which have no warranty or iii) as otherwise stated in these Terms and Conditions, Seller warrants that products sold will be free from defects in materials and workmanship and will conform in material respects to Seller’s technical specifications.  The foregoing Limited Warranty will continue for a period of twelve months from the date of shipment of the product. During the warranty period, products will be repaired or replaced at Seller’s sole discretion provided no Exclusions apply. Such repair or replacement will be Seller’s sole obligation and Buyer’s sole remedy hereunder, and will be conditioned upon Seller receiving written notice of such claimed defect within ten calendar days after its discovery (or when the Buyer should have discovered such defect) and, at Seller’s option, return of such products to Seller. The foregoing Limited Warranty will be void and of no effect if: (a) anyone other than Seller or a person acting on Seller’s express or written instructions, makes or attempts to make any modifications, repairs, attachments or additions to the product, or installs or moves a product for which installation is required by Seller; (b) the product is not maintained or operated in accordance with Seller’s instructions, or has been subjected to misuse, abnormal conditions or negligent handling or operation; or (c) the product is resold, leased or rented to or for the use by any person other than the original Buyer (collectively, the “Exclusions”). Buyer shall return the product at Buyer’s expense and, if no Exclusions apply as determined in Seller’s sole discretion, Seller shall reimburse shipping as part of this Limited Warranty. Unless a warranty is otherwise provided by Seller, products not manufactured by Seller shall only have such warranties (if any) as may be provided by the original manufacturer.

8. WARRANTY DISCLAIMER. THE ABOVE LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES OF SELLER, EXPRESS OR IMPLIED, WRITTEN OR ORAL; SELLER DISCLAIMS AND EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

9. Exclusions. No representation or warranty will arise from any description of, or claims regarding, the product or its effectiveness or ability to achieve any particular clinical result(s), whether written or oral, contained in specifications, samples, bulletins, marketing or promotional materials or similar statements made or furnished to Buyer by any person. Use of the product requires the exercise of sound medical judgment, and clinical results may vary based on operator skill and experience, patient 

suitability, patient response to treatment, and other factors beyond the control of Seller. Seller makes no representation or warranty of revenue or profits from use or sale of any product, and no such representation or warranty will arise from projections, studies, illustrations, marketing and promotional materials, or other statements or materials made or furnished to Buyer by any person (including Seller and its agents).

10. LIMITATION OF LIABILITY. IN NO EVENT WILL SELLER BE LIABLE FOR LOSS OF USE, LOSS OF PROFITS, PUNITIVE DAMAGES, ATTORNEY’S FEES AND EXPENSES, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, OR ANY OTHER DIRECT OR INDIRECT DAMAGES WHATSOEVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL SELLER’S DAMAGES EXCEED THE AMOUNT PAID BY BUYER. 

11. Inspection and Nonconformance. Buyer will inspect each product and read the owner’s manual (and accompanying documentation) upon its arrival and will, within ten days after receipt of said product, give written notice to Seller of any error or claim that the product does not conform with the terms of this Agreement. Partial shipment by Seller will not constitute a basis for a non-conformity claim by Buyer. Buyer's failure to give such written notice will constitute Buyer's an unqualified acceptance and waiver of all non-conformity claims, including any right to revoke acceptance. 

12. ALL SALES ARE FINAL. Orders may not be cancelled after shipment. Delivered products may not be returned or exchanged.

13. Patents, Trademarks and Copyrights. In no event shall the Seller be liable whatsoever for consequential damages attributable to any alleged or actual infringement.

14. Proprietary Rights. The purchase and sale of the products hereunder to Buyer will in no way be deemed to confer upon Buyer any right, title, interest or license in any Seller intellectual property (including, but not limited to, patents, patent applications, designs, copyrights, trademarks, trade secrets, service marks or trade names) Seller may have. Seller retains for itself all proprietary rights in all ways pertaining to its products, including the sole right to manufacture and sell such products. Buyer warrants that it will not and will not permit or assist any other person or entity to, divulge, disclose, or in any way distribute or make use of such proprietary information, and that it will not, and will not engage, permit or assist any other person or entity to, modify, reverse engineer, or manufacture any such products.

15. Use of Seller’s logos and trademarks. If applicable, Buyer may provide a media kit based on the product purchased for Buyer’s use. Buyer is not allowed to use Seller’s logos and/or trademarks taken from anywhere other than the media kit. If Buyer would like to use Seller’s logo and/or trademark in conjunction with an advertisement (in any form) that contains a real person’s image, Buyer must first present Seller with a signed “Image License” by that person prior to using Seller’s logos/trademarks with said advertisement. Buyer is solely responsible for all advertisements that it creates – use of Seller’s logos and/or trademarks does not constitute an endorsement or approval of the advertisement by Seller. Should Seller be brought into a lawsuit, by any fashion, based on a Buyer-created advertisement/campaign, Buyer agrees to be solely responsible for all litigation costs, awards, and defenses incurred by Seller.

16. Financing and Assignment. This Agreement binds Buyer, regardless of any financing arrangements, subrogation's or assumptions. Buyer may not assign its rights or delegate its obligations hereunder except with the prior written consent of Seller (which consent may be withheld in its sole discretion). 

17. Entire Agreement; Amendments. The Agreement constitutes the entire agreement among Seller and Buyer and supersedes all prior or contemporaneous promotional material, contracts, agreements, statements, promises, representations, warranties, purchase orders or quotations, whether written or oral. No part of the Agreement may be amended, altered or modified unless approved in writing by Seller’s general counsel. No other purported additions, amendments, alterations or modifications by Buyer or any other person, whether oral or written, will be binding on Seller, regardless of Seller’s failure to object or Seller’s shipment of products. In the event of a conflict between these Terms and Conditions and any other part of the Agreement, these Terms and Conditions will govern.

18. Governing Law; Jurisdiction and Venue; Time Limit. This Agreement is governed by and construed according to the laws of the State of Arizona, exclusive of conflicts of law provisions that would permit or require the application of the laws of a different jurisdiction. Buyer agrees that any action for enforcement of this Agreement or any other dispute arising hereunder will be filed exclusively in courts or before arbitrators sitting in Maricopa County, Arizona, and Buyer hereby consents and waives any objection to the jurisdiction and venue of such courts and arbitrators. Further, the Parties agree to an expedited discovery schedule to be heard by a Judge only – the Parties expressly waive a jury trial. THE PARTIES AGREE THAT ANY ACTION HEREUNDER FOR BREACH OF WARRANTY OR CONTRACT MUST BE COMMENCED NOT LATER THAN ONE YEAR FROM THE DATE ON WHICH SUCH ACTION ACCRUES OR BE FOREVER BARRED. 

Prescribing Practitioner Acknowledgment (Medical Devices Only)

Federal (USA) law restricts (and state law may restrict) this medical device to sale or use by or on the order of a physician or other practitioner licensed in the state in which this medical device is used or ordered (a "Prescribing Practitioner"). Customer and Customer's Prescribing Practitioner are solely responsible for the use and operation of this medical device in accordance with all applicable laws and regulations, and medical and treatment guidelines, and for ensuring that each operator of this medical device is adequately trained and qualified to use and operate this medical device safely and properly in a clinical setting and to perform medical procedures in accordance with such laws, regulations and guidelines.  SO Esthetics LLC (ICON HD PRP) makes no representations or warranties regarding federal, state or local laws or regulations, or medical or treatment guidelines that might apply to the use and operation of this medical device.  Customer and Customer's Prescribing Practitioner are solely responsible for contacting state and local licensing agencies regarding requirements applicable to the use and operation of this medical device.  Use of this medical device involves certain risks of injury to patients. Customer and Customer's Prescribing Practitioner are solely responsible for ensuring that patients are informed of these risks.  Improper use of this medical device may increase the risk of injury to patients.

The undersigned Buyer expressly acknowledges and agrees that this purchase is in accordance with SO Esthetics LLC (including ICON HD PRP and ICON PRP) Terms and Conditions of Sale and attached Limited Warranty Agreement, which are an integral part of this Purchase Agreement.