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:

TO LICENSOR:
Mr. Denis Thompson
ARPwave, LLC
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.

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