Terms and Conditions
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Terms and Conditions for the ARPWave RX-100
ARPwave, LLC, a Minnesota Limited Liability Company (hereinafter "Licensor") with its principal business address located 7721 145th Street West, Apple Valley, MN 55124, hereby licenses to, the above listed individual (hereinafter "Licensee")
SECTION 1 - SYSTEM LICENSE
1.1. "System(s)" shall mean the Licensor's proprietary protocols and programs and all other intellectual property and equipment associated with ARPwave LLC, related programs, and related intellectual property. The System(s) and any and all rights thereto, shall at all times remain the exclusive intellectual and material property of Licensor.
1.2. Licensor hereby grants and Licensee hereby receives and accepts solely in accordance with the terms and conditions set forth in this Agreement, a non- exclusive license to Licensee for use of the ARPwave SYSTEM, which consists of the following:
1. ARPwave UNIT
1.3. The term of this agreement with the respect to the System(s) Licensed hereunder shall begin on the date to set forth on page one of this Agreement, "License Start Date," and shall continue in full force month to month.
1.4. The System(s) shall at all times be and remain, the sole and exclusive property of the Licensor and the Licensee shall have no right, title or interest therein or thereto except as expressly set forth in this License.
SECTION 2 - Maintenance and Insurance
2.1. Licensor shall repair defects to the ARPwave RX Unit free of charge during the term of this License so long as the defect does not arise out of misuse or negligence on the part of Licensee. If the required repair is determined to be the result of misuse or negligence on the part of Licensee, then Licensee shall be responsible for payment of all cost incurred in making the repair. If a repair is required, Licensee shall ship the System(s) to Licensor's facility for inspection and repair as may be necessary.
SECTION 3 - LICENSEE'S RESPONSIBILITY FOR USE AND CONFIDENTIALITY
3.1 Without limitation, the System(s) are owned exclusively by the Licensor. Licensee acknowledges and agrees that the System(s) herein licensed are proprietary to Licensor and constitute protocols, programs, trademarks, service marks, copyrights and trade secrets of Licensor, and title thereto is not conveyed to Licensee and that Licensees sole right and interest in and to the System(s) is the License herein granted. Licensee shall keep all System(s) licensed hereunder strictly confidential and shall not disclose, display, sell, lease, license, transfer, publish, or otherwise make available the System(s) to any other party without the written consent of Licensor. The provisions of this paragraph shall not be deemed to derogate or lessen responsibilities set forth in any other provision hereof or available at law.
3.2 The standard indications approved by the FDA for use for the ARPwave Unit under 21 CFR 890.5850 are: Relaxation of muscle spasms; Prevention or retardation of disuse atrophy; Increasing local blood circulation; Muscle re-education; Immediate post-surgical stimulation of calf muscles to prevent venous thrombosis; and Maintaining or increasing range of motion. Federal law restricts the ARPwave Unit to sale or lease by or on the order of a practitioner licensed by the law of the State in which he\she practices to use or order the use of the Unit. Licensee, by signing below, acknowledges that he\she has obtained a prescription for the use of the ARPwave Unit from a licensed practitioner sanctioned by Lessor. Licensee agrees not to use the ARPwave RX System(s) on, or allow its use by, any third parties.
SECTION 4 DISCLAIMERS AND LIMITS ON LIABILITY
4.1. Without limitation to any other provision hereof, Licensor makes no warranties, express or implied, with respect to the System(s) herein licensed.
4.2. Without limiting the aforesaid, Licensee hereby waives any and all claims or rights or causes of action it has or in the future may have of any nature whatsoever, against Licensor, except for any breach or breaches of Licensors contractual obligations herein set forth. Licensee hereby waives all rights at law and equity to claim fraud, inaccuracy, imperfection of the System(s) herein claimed, or seek any consequences, damages or any form of redress with respect to said System(s).
SECTION 5 DEFAULT
5.1 If Licensee shall be in default or in breach under any term or conditions of this License Agreement or any other agreement executed with ARPwave, LLC; if Licensee shall file a voluntary petition in bankruptcy or shall make an assignment for the benefit of creditors or shall be adjudicated a bankrupt; if there is a dissolution, whether voluntary or involuntary, or other termination of the existence of Licensee; if any representation or warranty, or any document or instrument furnished to the Licensee in connection with the transaction proves to be false in any material respect or omits to state any material fact; if any individual guarantor of the License should die, become insolvent, or file for protection under any bankruptcy or similar law; or if Licensor deems itself insecure, Licensor shall have the right to exercise any one or more of the following remedies:
a. To declare the entire amount of fees due hereunder immediately due and payable as to any or all System(s), without notice or demand to the Licensee.
b. To sue for and recover all fees, and other payments, then accrued or thereafter accruing, with respect to all items of System(s).
c. To take possession of any or all System(s) or components thereof, including but not limited to the ARPwave Unit, without demand or notice, wherever the same shall be located, without any court order or other process of law. The Licensee hereby waives any and all damage occasioned by such taking of possession. Any said taking of possession shall not constitute a termination of this License as to any or all items of System(s) unless the Licensor expressly so notifies the Licensee in writing.
d. To terminate this License as to any or all items of System(s).
e. To pursue any other remedy at law or in equity.
5.2 Notwithstanding any said repossession or any other action which the Licensor may take, the Licensee shall be and remain liable for performance of all obligations on its part to be performed under this License. Licensee hereby waives any and all damages occasioned by the exercise by Licensor of any of Licensor's rights or remedies upon the occurrence of an event of default under this section.
5.3 Licensee agrees to indemnify Licensor for all costs and expenses, including reasonable attorneys' fees, incurred by the Licensor in connection with the enforcement by it of any of its rights or remedies under this License Agreement or any related agreements. Any default under the License Agreement or any other agreement signed contemporaneously between Licensor and Licensee shall be deemed to be a default under this License Agreement.
SECTION 6 NOTICES
6.1. All notices required to be provided under this Agreement shall be in writing and shall be sent facsimile transmission or overnight courier. All reports required to be made hereto shall be sent by facsimile transmission followed by first class mail:
Mr. Denis Thompson
7721 145th West
Apple Valley, MN 55337
(952) 431-9708 (fax)
SECTION 7 MISCELLANEOUS
7.1. Without limitation to any other provision hereof, if this Agreement is terminated upon Licensees default, or upon any other termination of this Agreement, it is hereby agreed that any rights herein set forth shall be deemed to be automatically revoked and automatically reassigned to Licensor.
7.2. Upon termination of this Agreement for any reason, Licensee shall immediately return to Licensor all originals, copies or renditions or enhancements of all System(s) subject to this agreement.
7.3. The Licensee\Licensee agrees to use each and every ARPwave UNIT only in accordance with the protocols licensed hereunder and to strictly abide by the instructions given by the concierge.
7.4. Licensee shall keep the System(s) Licensed hereunder free from all liens, security interests and encumbrances of any nature whatsoever.
7.5. All rights of the Licensor hereunder may be assigned, pledged, mortgaged, transferred or otherwise disposed of, either in whole or in part, without notice to the Licensee.
7.6. Should the Licensee fail to pay any portion of the rent herein reserved or any other sum required by the Licensee to be paid to the Licensor within ten (10) days after the due date hereof, the Licensee shall pay unto the Licensor interest on such delinquent payment from the expiration of said ten (10) days until paid at the highest rate permitted by the laws of the state whose laws govern this Agreement, but not to exceed 8% per annum.
7.7. This License constitutes the entire agreement between the parties hereto; and this License shall not be modified, amended, altered, or changed except by a written agreement signed by the parties hereto.
7.8. THIS LICENSE AGREEMENT IS MADE WITH REFERENCE TO AND SHALL BE GOVERNED AND CONSTRUED EXCLUSIVELY BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS. EACH PARTY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF HENNEPIN, STATE OF MINNESOTA AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY RELATED AGREEMENTS MUST BE LITIGATED IN SUCH COURTS. EACH PARTY ACCEPTS FOR ITSELF, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH OF THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.
7.9. If any provision of the License is held to be unenforceable, the remainder of the License shall not be affected thereby but shall remain valid and enforceable. If any provision of this License is so broad as to be unenforceable, such provision shall be sufficiently narrowed so as to make it enforceable.
HAVING READ THE ABOVE TERMS AND CONDITIONS AND AGREEING TO BE BOUND BY THE ARPwave RX SYSTEM LICENSE AGREEMENT PRESENTS THEIR SIGNATURE BELOW.
Terms and Conditions for The FlexDoctor
The following restrictions shall refer to all existing and future business relationships between ARP WAVE, LLC (“ARP”)
The FlexDoctor devise is warranted against defects in materials and workmanship for a period of one year from date of purchase so long as the defect does not arise out of misuse or negligence on the part of the End User. During the applicable warranty period FlexDoctor will, at its discretion, either repair or replace the FlexDoctor without charge for defects in materials and workmanship so long as the defect does not arise out of misuse or negligence on the part of the End User. Alteration, misuse, or neglect of the FlexDoctor voids the warranty.
For service under this warranty, the FlexDoctor must be returned by the End User within the applicable warranty period to wave. Shipping charges to FlexDoctor under this warranty must be paid by the End User. The End User must also include a copy of the sales receipt or other proof of the date of purchase.
EXCEPT FOR THIS EXPRESS WARRANTY MADE TO THE END USER, FLEXDOCTOR MAKES NO OTHER WARRANTIES RELATING TO THE FLEXDOCTOR, EXPRESS OR IMPLIED. FLEXDOCTOR and Manufacturing does not authorize any FLEXDOCTOR DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE FLEXDOCTOR.
If any implied warranties apply as a matter of law, they are limited in duration to one year. FlexDoctor shall not be liable for any indirect, special, consequential or incidental damages resulting from any defect in or use of the FlexDoctor.
Any legal action brought by the End User relating to this warranty must be commenced within one year from the date any claim arises and must be brought only in the state or federal courts located in Hennepin County, Minnesota.
Note: Battery is covered under same warranty as machine for one year. It is important to complete online product registration or your FlexDoctor will not be covered under warranty. Storage or transport at temperatures outside the specified storage temperature range (see page 6) will void the warranty.
To file a claim under this warranty, the owner the FlexDoctor is returned without proof of the date of purchase, it will be serviced out of warranty at FlexDoctor’s prevailing service rates. FlexDoctor will make best efforts to repair and deliver the repaired FlexDoctor back to the End User within sixty (60) days or as soon as practicable. must: Provide the nature of the complaint in writing and submit to FlexDoctor via the online service request form.
CONFIDENTIALITY OF INFORMATION
1.The undersigned recognizes that the ARP has developed, and will continue to develop business information of a confidential and proprietary nature, such as proprietary financial, training protocols, and programs, copyrights, trade marks, service marks, trade secrets and all other intellectual property associated with ARP including financial disclosures.
2.The undersigned recognizes that, while working with and/or training under the staff and owners of ARP, the undersigned will acquire various items of confidential and proprietary information such as that listed above. The undersigned agrees to keep all such proprietary information confidential and further agrees that such information is the exclusive property of ARP. The undersigned will not disclose, nor supply to any person, firm or business, or use for my own benefit or business the confidential and proprietary information at any time, now or in the future, unless specifically in writing authorized to do so.
3. The undersigned acknowledges that, in the event of any breach of this agreement or disclosure of the confidential and proprietary information acquired from ARP, ARP will not have an adequate remedy in money or damages. ARP therefore shall be entitled in such event to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Such remedies shall be in addition to all other remedies available in law or in equity, including but not limited to ARP, s right to recover any and all damages that may be sustained as a result of the undersigned’s breach of any of the provisions of this agreement, including reasonable attorney’s fees and costs.
4. Except as may otherwise be set forth in a signed, written agreement between the parties, ARP makes no representation or warranty as to accuracy, completeness, condition, suitability, or performance of the confidential and proprietary information, and ARP shall have no liability whatsoever to the undersigned resulting from its use of the information. Without limitation to the aforesaid to the extent applicable to future transactions:
ARP HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AS CONTEMPLATED UNDER THE UNIFORM COMMERCIAL CODE AND ANY AND ALL OTHER APPLICABLE LAW, WHICH DISCLAIMER THE UNDERSIGNED HEREBY ACKNOWLEDGES.
5. Upon Arp’s request, the undersigned shall promptly discontinue all further use of the confidential and proprietary information. Upon ARP’s request, the undersigned shall promptly certify that such action has been taken.
6. The validity, interpretation and performance of this agreement shall be controlled by and construed under the laws of the State of Minnesota. The parties agree that Hennepin County, Minnesota shall be the proper venue for resolution and determination of all disputes pursuant to this agreement. The undersigned may not sell, transfer, assign, sublicense, or subcontract any right or obligation hereunder without the prior written consent of ARP.
Payment Terms and Conditions
Client acknowledges and agrees that ARPwave is not a lender but rather is providing the opportunity of extending payments for their benefit for consulting services rendered monthly. Client further agrees they had the option of pre-paying their consulting contract which would have discounted our time down to a lower rate.
Account Service Fees
- Late Fee: In the event that a payment due under this agreement is not made within ten (10) days of the scheduled payment date, as set forth herein, the Client shall pay a late fee in the amount of $50.00
- Returned Check Fee: In the event of an insufficient funds notice from our bank Client shall pay a fee of $50.00
Client agrees that they may not receive a monthly statement, and payments will be made via automatic withdrawal from their bank account or credit card, these withdrawals will appear on your bank or credit card statement. Written statements of your account balance can be provided upon written request.
Changes to this agreement
Any changes to this agreement, other than the amount owed, must be approved by and between the Client and ARPwave in writing. No oral modifications will be effective or accepted. If there is a reduction to the amount owed under this agreement, this will be made solely by notifying the patient of the reduction. If there is an increase to the amount owed under this agreement, this will be made by obtaining the written consent of the patient and the provider using the addendum form. It may take as many as 5 days for such changes to take effect. While modifications are being processed, the Borrower will remain responsible for any charges under this agreement.
Client agrees that he or she shall not assign or transfer his or her rights or obligations under this agreement. Client agrees that ARPwave may assign its rights under this agreement at any time and any assignment shall be binding and inure to the benefit of all of the respective legal representatives, successors and assigns.
Client understands that the total payments owed may be prepaid in whole or in part at any time, without premium or penalty. Client may contact ARPwave at 952-431-9708 or ARPwave LLC
7721 145th St W, Apple Valley, MN 55124
Default by Client
The breach of any term of this agreement by Client, or the failure to make any payment in full or on a timely basis as required herein, shall constitute a default. Upon such default the entire unpaid balance shall become immediately due and payable. Further, Client agrees to pay all costs and expenses incurred by ARPwave LLC as the result of such default, including costs and expenses of collection and reasonable attorneys' fees retrieval of equipment.
The validity, interpretation, and enforcement of this agreement and its terms and conditions shall be interpreted and governed under the laws of the State of Minnesota client irrevocably consent(s) and submit(s) to the jurisdiction of the County of Dakota, State of Minnesota and waive(s) any objection. By enrolling into a plan with ARPwave LLC, I state that I have reviewed the terms and conditions of this agreement and I understand that I am responsible for payment of the total amount owed. I further agree to the terms and conditions of this agreement, and I understand this agreement is non-cancelled.