TERMS AND CONDITIONS OF SALE AND USE

These Terms and Conditions of Sale and Use (these “Terms”), together with any applicable Order Document (as defined below) and the System Limited Warranty attached as Exhibit A (if applicable), govern the sale, purchase, delivery, training, and use of the illumea RF RF Microneedling System and Luxa CO2 (the “Equipment”) by Arca Aesthetics, LLC (“Seller”) to the purchaser (“Buyer”). These Terms, the applicable Order Document, and Exhibit A are referred to collectively as the “Agreement.”

1. CONTROLLING TERMS

These Terms apply to and are incorporated into each quote, proposal, order acknowledgment, sales order, invoice, subscription agreement, rental agreement, service agreement, or other written instrument issued by Seller that references these Terms (each, an “Order Document”). These Terms, together with the applicable Order Document and the System Limited Warranty attached as Exhibit A (if applicable), constitute the complete and exclusive statement of the agreement between Seller and the purchaser (“Buyer”) with respect to the Equipment and supersede all prior and contemporaneous discussions, representations, and agreements, whether oral or written. Any terms or conditions set forth in Buyer’s purchase order, payment portal, vendor onboarding forms, acknowledgments, emails, or other communications are expressly rejected and will not apply, even if accepted, acknowledged, or performed against by Seller, unless Seller expressly agrees to such terms in a separate written instrument signed by Seller. In the event of any conflict between an Order Document and these Terms, the Order Document will control solely with respect to the Equipment description, quantities, price, payment terms, and delivery timing, and these Terms will control in all other respects. Buyer acknowledges and agrees that these Terms may be updated by Seller from time to time and that the version in effect as of the date Buyer executes the applicable Order Document or remits payment for the applicable invoice will govern that transaction.

2. SALE OF EQUIPMENT

Seller agrees to sell, and Buyer agrees to purchase, only the Equipment expressly identified in the applicable Order Document (including any serial numbers, components, accessories, software, and permitted consumables expressly listed) and no other goods or services are included unless separately stated in writing by Seller. Buyer acknowledges that the Equipment is a capital medical aesthetic device intended for use only by appropriately trained and duly licensed professionals operating within their lawful scope of practice, and Buyer assumes sole responsibility for determining the clinical appropriateness and regulatory permissibility of Buyer’s intended uses. Title to the Equipment will transfer to Buyer only upon Seller’s receipt of full payment of all amounts due and owing to Seller (including taxes, shipping, insurance, service fees, training fees, and any other charges listed in the Order Document), and until such time Seller retains title and a purchase money security interest in the Equipment and its proceeds to secure Buyer’s obligations. Notwithstanding any transfer of title, risk of loss will pass as provided in these Terms, and Seller may suspend performance, withhold shipment, disable delivery, or pursue all remedies at law or in equity in the event of nonpayment or other breach. Buyer grants Seller the right to file UCC financing statements and other instruments reasonably necessary to perfect and enforce Seller’s security interest, and Buyer will execute any additional documents reasonably requested by Seller for such purpose.

3. PRICING AND PAYMENT

All prices are stated in U.S. dollars and are exclusive of, and Buyer will pay, all taxes, duties, tariffs, assessments, customs charges, and other governmental charges of any kind (excluding taxes based on Seller’s net income), together with all shipping, handling, freight, insurance, installation, training, service, and similar charges, unless the applicable Order Document expressly states otherwise. Buyer will remit payment strictly in accordance with the payment schedule and method set forth in the applicable Order Document, without setoff, counterclaim, deduction, or withholding of any kind. Any deposit is nonrefundable and will be credited toward the purchase price unless otherwise expressly stated in the Order Document. Seller may invoice in advance, in installments, or upon shipment, in its sole discretion, and may require payment in cleared funds before shipment. Past due amounts will accrue interest at the lesser of one and one half percent (1.5%) per month or the maximum rate permitted by law, calculated from the due date until paid in full, and Buyer will reimburse Seller for all costs of collection, including reasonable attorneys’ fees and expenses. Seller may suspend performance, withhold shipment, cancel any unshipped portion of an order, or declare all amounts immediately due and payable upon Buyer’s failure to pay when due or upon Seller’s reasonable insecurity regarding Buyer’s ability or intent to pay. Buyer agrees not to initiate chargebacks or payment disputes for any undisputed amounts and, if Buyer initiates any chargeback or dispute contrary to this Section, Buyer will be liable for the amount charged back plus Seller’s reasonable fees, costs, and administrative expenses incurred in responding.

4. SHIPPING AND RISK OF LOSS

Unless otherwise expressly stated in the applicable Order Document, all shipments are FOB Seller’s shipping point and Seller’s delivery obligations are satisfied upon tender of the Equipment to the carrier. Risk of loss, damage, theft, and delay passes to Buyer upon shipment, and Buyer is solely responsible for securing insurance coverage for the Equipment in transit and thereafter. Delivery dates are estimates only and are not guaranteed; Seller will not be liable for any delay in shipment or delivery for any reason, including carrier delays, supply chain disruptions, acts of God, labor issues, governmental actions, or other events beyond Seller’s reasonable control. Buyer must inspect the Equipment immediately upon receipt and must notify Seller in writing of any visible shipping damage, shortage, or nonconformity within three (3) business days after delivery, and of any concealed damage within five (5) business days after delivery, in each case with supporting photographs and carrier documentation; otherwise, the Equipment will be deemed accepted and any such claim is waived. Buyer will cooperate with Seller and the carrier in any freight claim process, and Buyer acknowledges that any recovery for shipping damage is solely from the carrier or insurer and not from Seller unless the Order Document expressly provides otherwise.

5. TRAINING AND USE

Buyer acknowledges and agrees that the Equipment is intended for use only by properly trained and duly licensed personnel acting within the scope of their professional licensure and all applicable federal, state, and local laws, rules, regulations, and board guidance. Buyer is solely responsible for (a) verifying and maintaining all licenses, supervision, delegation, credentialing, certifications, and privileges required for each operator and for the facility where the Equipment is used, (b) ensuring all users complete training that Buyer deems appropriate, including training provided by Seller if offered, (c) establishing, implementing, and enforcing written protocols, infection control standards, informed consent processes, patient screening criteria, documentation requirements, maintenance schedules, and adverse event response procedures, and (d) ensuring the Equipment is used only in accordance with Seller’s instructions for use, cleared indications, warnings, contraindications, and labeling, and only with authorized accessories and consumables. Buyer assumes all responsibility and risk for the selection of patients, treatment parameters, clinical technique, outcomes, and complications, and Buyer acknowledges that clinical results and financial or business outcomes are not guaranteed and may vary based on factors outside Seller’s control. Buyer will not make, and will ensure its personnel do not make, any representation to patients or third parties that Seller guarantees outcomes, supervises patient care, provides medical advice, or assumes responsibility for Buyer’s clinical decisions. Buyer further acknowledges that improper use, misuse, off label use, or use outside scope or law may result in patient injury, regulatory action, and voiding of warranty, and Buyer accepts sole responsibility for such risks.

6. WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH IN THE SYSTEM LIMITED WARRANTY ATTACHED AS EXHIBIT A (IF APPLICABLE), THE EQUIPMENT, SOFTWARE, DOCUMENTATION, TRAINING, AND ANY RELATED GOODS OR SERVICES ARE PROVIDED STRICTLY “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.” SELLER MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON INFRINGEMENT, QUIET ENJOYMENT, OR THAT THE EQUIPMENT WILL MEET BUYER’S REQUIREMENTS, ACHIEVE ANY PARTICULAR CLINICAL RESULT, OR OPERATE WITHOUT INTERRUPTION OR ERROR. WITHOUT LIMITING THE FOREGOING, SELLER DOES NOT WARRANT OR REPRESENT THAT USE OF THE EQUIPMENT WILL BE COMPLIANT WITH BUYER’S PARTICULAR LICENSING, SCOPE OF PRACTICE, OR REGULATORY REQUIREMENTS, WHICH ARE SOLELY BUYER’S RESPONSIBILITY TO DETERMINE AND SATISFY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SELLER OR ITS REPRESENTATIVES CREATES ANY WARRANTY OR EXPANDS SELLER’S OBLIGATIONS BEYOND THOSE EXPRESSLY SET FORTH IN EXHIBIT A.

7. LIMITATION OF LIABILITY; EXCLUSIVE REMEDIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE EQUIPMENT OR SERVICES, PATIENT REFUNDS, OR THIRD PARTY CLAIMS, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY. SELLER WILL NOT BE LIABLE FOR ANY CLAIMS ARISING FROM OR RELATING TO PATIENT TREATMENT, CLINICAL DECISIONS, ADVERSE EVENTS, COMPLICATIONS, OR ALLEGED MALPRACTICE ASSOCIATED WITH THE EQUIPMENT.

SELLER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE EQUIPMENT, THE ORDER DOCUMENTS, OR THE TRANSACTION CONTEMPLATED HEREBY, REGARDLESS OF THEORY OF LIABILITY, WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY BUYER TO SELLER FOR THE SPECIFIC EQUIPMENT GIVING RISE TO THE CLAIM.

BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY DEFECT OR NONCONFORMITY IN THE EQUIPMENT IS LIMITED TO THE REMEDIES EXPRESSLY SET FORTH IN THE SYSTEM LIMITED WARRANTY (EXHIBIT A). AT SELLER’S OPTION, SUCH REMEDY IS LIMITED TO REPAIR OR REPLACEMENT OF THE AFFECTED COMPONENT, OR, IF REPAIR OR REPLACEMENT IS NOT COMMERCIALLY REASONABLE, REFUND OF THE AMOUNT PAID FOR THE DEFECTIVE COMPONENT UPON RETURN OF THE EQUIPMENT AS DIRECTED BY SELLER. SELLER HAS NO OBLIGATION TO PROVIDE A LOANER UNIT, REIMBURSE DOWNTIME, LOST REVENUE, THIRD PARTY REPAIR COSTS, PATIENT RELATED COSTS, OR BUSINESS INTERRUPTION DAMAGES.

THE LIMITATIONS IN THIS SECTION APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE AND APPLY TO THE BENEFIT OF SELLER AND ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUPPLIERS, AND AGENTS.

8. NO MEDICAL OR CLINICAL WARRANTY

Buyer acknowledges that Seller is a device distributor and does not practice medicine, provide medical advice, supervise clinical care, determine treatment appropriateness, or participate in patient management. Seller makes no representation or warranty regarding the safety, efficacy, regulatory permissibility of a particular use, or clinical outcome of any treatment performed using the Equipment. All patient selection, treatment planning, parameter selection, supervision, delegation, informed consent, documentation, and patient care are solely the responsibility of Buyer and Buyer’s licensed professionals. Buyer is solely responsible for ensuring its use of the Equipment complies with applicable federal, state, and local laws, scope of practice requirements, and professional standards. Buyer will not represent to any patient or third party that Seller guarantees outcomes, provides medical direction, or assumes responsibility for clinical decisions.

9. INDEMNIFICATION

Buyer will indemnify, defend, and hold harmless Seller and its affiliates and each of their respective members, managers, officers, directors, employees, agents, contractors, suppliers, and representatives from and against any and all claims, demands, actions, investigations, losses, liabilities, damages, judgments, penalties, fines, settlements, and expenses, including reasonable attorneys’ fees, arising out of or relating to (a) Buyer’s possession, operation, use, misuse, maintenance, or storage of the Equipment, (b) any treatment performed on any patient using the Equipment, including any injury, adverse event, or alleged malpractice, (c) Buyer’s failure to comply with applicable laws, regulations, licensing requirements, supervision or delegation rules, advertising rules, or informed consent requirements, (d) use of unauthorized consumables, accessories, software, modifications, or service providers, (e) any representation or warranty made by Buyer or its personnel regarding the Equipment, or (f) Buyer’s breach of the Order Documents or these Terms. This obligation applies regardless of the legal theory asserted and will survive termination or expiration of the Agreement, except to the extent a claim is finally determined by a court of competent jurisdiction to have been caused solely by Seller’s gross negligence or willful misconduct.

9A. INSURANCE

During Buyer’s ownership, possession, and use of the Equipment, Buyer will maintain, at its sole expense, commercially reasonable insurance coverage, including commercial general liability and professional liability coverage, in amounts appropriate for Buyer’s operations and the use of the Equipment. Upon Seller’s request, Buyer will provide certificates of insurance evidencing such coverage. To the extent commercially available, Buyer will cause Seller to be named as an additional insured on Buyer’s commercial general liability policy with respect to claims arising from Buyer’s possession or use of the Equipment and will request a waiver of subrogation in Seller’s favor. Buyer acknowledges Seller does not provide insurance coverage for Buyer’s use of the Equipment.

10. REGULATORY COMPLIANCE AND ADVERSE EVENT REPORTING

Buyer will use the Equipment only in accordance with applicable laws, regulations, cleared indications, and Seller’s instructions for use. Buyer is solely responsible for operator credentialing, training, supervision, maintenance, recordkeeping, and regulatory compliance relating to operation of the Equipment. Buyer will maintain service, maintenance, and usage records sufficient to satisfy regulatory obligations and will notify Seller promptly, and in any event within twenty four (24) hours after becoming aware, of any event that reasonably suggests a serious injury, malfunction, or reportable adverse event potentially associated with the Equipment, and will reasonably cooperate with Seller and any manufacturer in investigation or reporting obligations.

11. UNAUTHORIZED SERVICE

Only Seller or Seller’s authorized service providers may service, repair, update, or modify the Equipment. Any unauthorized service, repair, alteration, software modification, or use of unauthorized parts, accessories, or consumables may void any warranty and may create safety risks for which Buyer assumes full responsibility and liability.

12. RETURNS

All sales are final and noncancelable unless Seller agrees otherwise in a written instrument signed by Seller. Deposits are nonrefundable. Refusal of delivery, failure to accept shipment, or attempted return without Seller’s written authorization will constitute a breach and Buyer will remain responsible for the full purchase price, shipping costs, storage costs, and any applicable restocking or administrative charges incurred by Seller.

13. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and all Order Documents are governed by the laws of the State of New York, without regard to conflict of law principles. The parties will first attempt in good faith to resolve any dispute through executive level negotiations for a period of at least thirty (30) days after written notice of the dispute. If not resolved, the dispute will be submitted to nonbinding mediation in Nassau County, New York. If still unresolved, the dispute will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator in Nassau County, New York. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, Seller may seek temporary or permanent injunctive relief in any court of competent jurisdiction to protect confidential information, intellectual property, or its security interest in the Equipment, and Seller may pursue collection of unpaid amounts in court. The prevailing party in any arbitration or permitted court proceeding will be entitled to recover its reasonable attorneys’ fees and costs. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PERMITTED COURT PROCEEDING.

14. ENTIRE AGREEMENT

These Terms, together with the applicable Order Document and Exhibit A, constitute the entire agreement between the parties concerning the Equipment and supersede all prior or contemporaneous communications, negotiations, or agreements, whether oral or written. No amendment or waiver is binding unless in a written instrument signed by Seller. Failure by Seller to enforce any provision will not constitute a waiver of future enforcement of that or any other provision.

15. SEVERABILITY; SURVIVAL

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect and will be construed to best effectuate the parties’ intent. Sections 1, 3, 6, 7, 8, 9, 9A, 10, 11, 12, 13, 14, 15, and Exhibit A will survive any expiration or termination of this Agreement to the extent necessary to give them effect.

16. FORCE MAJEURE

Seller will not be liable for any failure or delay in performance caused by circumstances beyond Seller’s reasonable control, including acts of God, natural disasters, fire, flood, labor disputes, supply chain disruptions, carrier delays, war, terrorism, civil unrest, governmental actions, or power or communications outages. Seller’s time for performance will be extended for the duration of the force majeure event.

EXHIBIT A – SYSTEM LIMITED WARRANTY

Seller warrants solely to the original purchasing Buyer that the Equipment will be free from defects in materials and workmanship under normal use and service for a period of twelve (12) months from the date of delivery. Buyer must notify Seller in writing of any claimed defect within ten (10) business days after discovery and within the applicable warranty period, and Buyer must reasonably cooperate with Seller’s troubleshooting and return processes as a condition to coverage. This limited warranty applies only to the original installation location and is nontransferable without Seller’s written consent.

This limited warranty does not cover consumables, cosmetic issues, routine maintenance, calibration, normal wear and tear, damage caused by misuse, abuse, accident, improper storage, improper installation, failure to follow instructions for use, operation outside cleared indications, unauthorized repair or modification, use of unauthorized parts or consumables, electrical issues, environmental conditions, or third party servicing.

Seller’s sole obligation and Buyer’s exclusive remedy under this warranty is, at Seller’s option, repair or replacement of the defective component, or if Seller determines repair or replacement is not commercially reasonable, refund of the amount paid for the defective component upon return of the Equipment as directed by Seller. Buyer is responsible for deinstallation, packaging, and shipping to Seller unless otherwise instructed. Any replacement part may be new or refurbished. Repair or replacement does not extend the original warranty period.

This limited warranty is exclusive and in lieu of all other warranties and remedies.

BUYER ACKNOWLEDGMENT

By signing an Order Document or paying any invoice referencing these Terms, Buyer acknowledges that Buyer has had the opportunity to review these Terms, understands them, and agrees to be bound by them.