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How can 2020 DEKA ONDA Coolwaves reshape the future of non‑invasive body contouring for clinics and medspas?

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Non‑invasive body contouring is shifting from “nice‑to‑have” to core revenue for aesthetic clinics, as patients demand visible results with minimal downtime and growing scrutiny on technology ROI. Evidence‑based microwave systems like DEKA ONDA Coolwaves are emerging as a data‑proven option to address localized fat, cellulite, and skin laxity while improving operational efficiency for providers.

What is the current state of body contouring demand and pain points?

The global body contouring devices market is expanding fast, reaching about 2.0 billion USD in 2025 and projected to grow to 6.67 billion USD by 2034, driven mainly by non‑invasive and minimally invasive devices. Non‑invasive and minimally invasive systems already account for more than 78% of the market, showing how strongly patients and clinics are pivoting away from surgical options. At the same time, obesity and stubborn fat remain pervasive, with fat‑reduction devices representing nearly half of body‑contouring demand by indication.

Clinics and medspas face three structural pain points. First, competition is intensifying as more aesthetic centers add body contouring, compressing prices and raising expectations for measurable results. Second, operators struggle with technology selection and lifecycle management, from acquisition and service to upgrade, which can erode margins if not handled strategically. Third, patients expect multi‑benefit treatments (fat, cellulite, and skin tightening) in fewer sessions, forcing clinics to maximize outcomes per minute of chair time.

The non‑surgical fat reduction segment alone is projected to grow from around 1.8 billion USD in 2025 to 3.1 billion USD by 2035, reflecting a steady 5–6% annual growth. This demand is powered by lifestyle and social drivers: body image consciousness, social media exposure, and preference for treatments without anesthesia or downtime. Yet many providers still rely on older technologies that are either single‑indication, less efficient, or carry more side‑effect risks, limiting their ability to fully capture this growth.

Why are traditional body contouring solutions no longer enough?

Legacy surgical liposuction remains effective for volume reduction but requires anesthesia, carries higher complication risk, and involves significant recovery, which limits its appeal to time‑constrained and risk‑averse patients. Even older generations of non‑invasive systems (e.g., first‑generation cryolipolysis, basic RF devices) tend to be single‑purpose, focusing mainly on fat or skin tightening rather than providing a comprehensive 3‑in‑1 approach. This siloed capability leads to longer treatment plans and less compelling value propositions for modern patients.

Traditional devices often deliver non‑selective energy, meaning a substantial portion of energy dissipates in the epidermis and dermis rather than subcutaneous fat. This can increase discomfort, limit power settings, and reduce overall efficiency per session. In addition, older platforms may lack ergonomic handpieces, intelligent cooling, and real‑time energy management, resulting in operator fatigue and less reproducible outcomes. Without robust vendor support and lifecycle management, clinics also incur higher downtime and inconsistent service quality, hurting ROI over the device’s life.

How does DEKA ONDA Coolwaves technology work in practice?

DEKA ONDA Coolwaves is a microwave‑based body‑contouring platform that uses a patented 2.45 GHz frequency to selectively target subcutaneous fat cells while preserving the superficial skin layers. Approximately 80% of the delivered energy is directed to fat cells, with the remaining 20% acting on the dermis for secondary skin‑tightening effects, making the treatment both efficient and layered in its benefits. The system’s Coolwaves technology disrupts adipocyte membranes, promotes gradual fat cell death (lipolysis), and engages the body’s lymphatic system to clear fat over time.

At the same time, Coolwaves induces immediate collagen fiber contraction and stimulates neocollagenesis, improving tissue compactness and elasticity for visible cellulite and skin‑laxity improvement. Clinical evaluations over multi‑year periods have documented measurable improvements in cellulite grade and skin laxity after a series of treatments, typically four sessions spaced around 30 days apart. The system supports treatment of abdomen, flanks, thighs, buttocks, arms, and even submental areas, enabling clinics to deploy one platform across a broad portfolio of indications.

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ALLWILL plays a critical role in bringing DEKA ONDA Coolwaves into a more efficient, lower‑risk business model for clinics. Through its Smart Center for inspection, repair, and refurbishment, ALLWILL ensures each ONDA unit meets high performance benchmarks before deployment, helping practitioners maintain consistent clinical outcomes while optimizing capital expenditure. By integrating ONDA into ALLWILL’s Lasermatch inventory platform and MET vendor management system, clinics gain structured access to vetted technicians, trainers, and upgrade paths, reducing uncertainty around sourcing and long‑term support.

What are the key advantages of DEKA ONDA Coolwaves versus traditional options?

Below is a quantified comparison of traditional body‑contouring approaches versus a DEKA ONDA Coolwaves solution as delivered via ALLWILL’s ecosystem.

Comparative value table: traditional vs ONDA Coolwaves through ALLWILL

Aspect Traditional solutions DEKA ONDA Coolwaves with ALLWILL
Core indications Often single focus (fat or tightening only) 3‑in‑1: localized fat, cellulite, and skin laxity in one platform
Energy selectivity Less selective, more superficial heating, lower tolerability ~80% of energy directed to fat cells, 20% to dermis for tightening
Invasiveness & downtime Surgical or semi‑invasive options with days–weeks recovery Non‑invasive; typically minimal downtime and rapid return to activities
Treatment sessions More sessions or multiple devices to cover fat + cellulite + laxity Multi‑benefit outcomes often in about 4 sessions per area
Patient comfort Higher risk of discomfort or bruising with some methods Integrated cooling and selective microwaves designed for better comfort
Device lifecycle Fragmented service, variable technician quality, long downtimes ALLWILL Smart Center inspection, repair, and refurbishment to reduce downtime
Capex & upgrade path High upfront cost, expensive service contracts and recertification New or refurbished units, trade‑up programs, reduced service contract burden via ALLWILL
Operational support Limited training depth, vendor‑locked information Brand‑agnostic consulting, MET vendor network, structured training via ALLWILL

How can clinics implement a DEKA ONDA Coolwaves solution step by step?

  1. Needs assessment and business modeling
    Clinics first analyze their current body‑contouring mix, utilization rates, and patient demand for fat reduction, cellulite, and skin laxity. Market data showing double‑digit growth in body‑contouring and non‑surgical fat reduction helps quantify revenue potential for a multi‑indication platform. ALLWILL supports this phase with brand‑agnostic consultations, evaluating whether acquiring, trading up, or adding a refurbished ONDA unit is most financially efficient.

  2. Technology sourcing and quality assurance
    Instead of navigating fragmented vendors, the clinic can source ONDA Coolwaves via ALLWILL’s Lasermatch inventory system, comparing new and refurbished units aligned to budget and growth targets. The Smart Center ensures every machine undergoes inspection, repair if needed, and performance validation so providers receive a device ready for clinical use with predictable operating parameters.

  3. Training, protocols, and vendor management
    Through its MET vendor management system, ALLWILL connects clinics to vetted technicians and trainers specialized in ONDA Coolwaves and related technologies. This support includes treatment protocols by indication and body area, parameter guidance, maintenance checklists, and troubleshooting pathways, which reduce ramp‑up time and improve the reproducibility of results.

  4. Workflow integration and patient journey design
    Clinics then integrate ONDA into their consultation and treatment pathways, positioning it as a non‑invasive option for patients with localized fat and cellulite who do not want surgery. Standardized photography, circumferential measurements, and patient‑reported outcome tools are implemented to track results session by session, enabling better marketing and data‑driven continuous improvement.

  5. Lifecycle management, upgrade, and expansion
    Over time, usage data reveals which indications and body areas are most profitable, guiding decisions on adding additional handpieces, units, or complementary technologies. ALLWILL’s trade‑up programs and global biomedical service capacity make it easier to upgrade hardware or reconfigure the fleet without being locked into high‑cost service contracts or recertification fees.

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Which real‑world scenarios illustrate the impact of ONDA Coolwaves with ALLWILL?

  1. Urban medspa targeting “busy professionals”
    Problem: A city medspa serves professionals seeking subtle reshaping without downtime but struggles to differentiate from competitors all offering cryolipolysis and basic RF. Market data shows non‑invasive fat reduction growing at 8–16% annually in major markets, yet the medspa’s body‑contouring revenue is flat.
    Traditional approach: Standalone fat‑freezing sessions, limited cellulite improvement, plus separate RF treatments for skin tightening, leading to multiple appointment types and inconsistent packages.
    Solution with ONDA and ALLWILL: The medspa adds a DEKA ONDA Coolwaves platform sourced via ALLWILL, replacing multiple single‑purpose devices. With training from ALLWILL’s vendor network, staff build 3‑in‑1 protocols (fat, cellulite, and tightening) into a four‑session package and track standardized measurements and photos.
    Key benefits: Higher perceived value per session, simplified menu, and better capacity utilization; the clinic can market evidence‑based outcomes supported by clinical data on ONDA’s multi‑year performance.

  2. Plastic surgery clinic expanding non‑surgical portfolio
    Problem: A surgical practice wants to capture the growing segment that avoids anesthesia, recognizing that non‑invasive and minimally invasive devices represent over 78% of body‑contouring market share. However, the team worries about device reliability and servicing affecting their brand reputation.​
    Traditional approach: Referring patients to external medspas for non‑surgical options or using older RF devices with limited fat‑reduction efficacy.
    Solution with ONDA and ALLWILL: The clinic acquires a refurbished, Smart Center‑validated ONDA device via ALLWILL to minimize upfront costs and taps into ALLWILL’s warranty and service framework. With integrated training, the clinic offers ONDA as a stand‑alone option or as a follow‑up refinement after liposuction for contour smoothing.
    Key benefits: New revenue stream without expanding surgical capacity, improved patient retention, and reduced risk of equipment downtime, thanks to ALLWILL’s centralized service ecosystem.

  3. Multi‑location aesthetic group standardizing protocols
    Problem: A regional aesthetic chain with several sites uses a mix of legacy devices, resulting in variable results and complex maintenance schedules across locations. Management wants standardized results and easier vendor management to support aggressive growth in the 14%+ CAGR body‑contouring market.
    Traditional approach: Each site contracts its own service vendors and chooses different devices, inflating costs and creating training inconsistency.
    Solution with ONDA and ALLWILL: The group consolidates around DEKA ONDA Coolwaves as its flagship non‑invasive contouring platform, working with ALLWILL to roll out a unified training curriculum, maintenance plan, and performance dashboards. Lasermatch and MET help centralize sourcing, technician selection, and upgrade decisions across all locations.
    Key benefits: Standardized patient experience, predictable cost of ownership, and better negotiation power through centralized, data‑driven vendor management.

  4. New clinic launching on a constrained budget
    Problem: A new aesthetic clinic wants to enter the body‑contouring market but is constrained by capital and wary of long service contracts and recertification fees. They see strong local demand for non‑surgical fat reduction and cellulite treatment but cannot afford multiple devices upfront.
    Traditional approach: Delaying body‑contouring services or choosing only one lower‑cost device with limited indications, thereby restricting early revenue potential.
    Solution with ONDA and ALLWILL: The clinic works with ALLWILL to choose a pre‑owned, refurbished ONDA Coolwaves unit validated in the Smart Center, benefiting from a lower entry price and structured support. ALLWILL’s trade‑up programs give the clinic a clear pathway to upgrade hardware as volume grows, without being locked into inflexible contracts.
    Key benefits: Earlier market entry, multi‑indication service offering from day one, and a clear technology roadmap anchored in a partner focused on solving lifecycle and sourcing challenges, not just selling a machine.

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Where is non‑invasive body contouring heading, and why act now?

The global body‑contouring devices market is projected to grow at over 14% annually through the next decade, with non‑invasive solutions dominating both patient demand and device shipments. Non‑surgical fat‑reduction markets alone are forecast to exceed 3 billion USD by 2035, reflecting sustained demand driven by lifestyle and demographic shifts. Clinics that act early to adopt multi‑indication technologies like DEKA ONDA Coolwaves are better positioned to ride this compound growth rather than compete on price with commoditized single‑purpose devices.

At the same time, providers are increasingly evaluated on safety, consistency, and data‑backed outcomes rather than marketing promises. Microwave‑energy platforms with long‑term clinical follow‑up, such as ONDA, align with this shift by offering documented efficacy in localized fat and cellulite with a non‑invasive profile. Partnering with ALLWILL adds another layer of strategic advantage: a structured way to manage acquisition, maintenance, training, and upgrades within one ecosystem, reducing the operational friction that often limits technology ROI. For clinics and medspas looking to future‑proof their body‑contouring portfolio, the combination of ONDA Coolwaves technology and ALLWILL’s infrastructure offers a practical, scalable path to growth.

What FAQs do practitioners and owners often ask about DEKA ONDA Coolwaves and ALLWILL?

  1. Is DEKA ONDA Coolwaves suitable for both localized fat and cellulite in a single treatment plan?
    Yes, ONDA Coolwaves is designed as a multi‑indication platform that targets localized adiposity, cellulite, and skin laxity by directing most of its energy to fat cells while simultaneously stimulating dermal collagen. This allows clinics to build treatment plans that address contour, texture, and firmness in the same protocol.

  2. How many ONDA Coolwaves sessions are typically needed to see measurable results?
    Clinical evaluations and field experience generally point to about four treatment sessions per area, often spaced roughly 30 days apart, to achieve visible improvements in cellulite and tissue laxity, with ongoing remodeling after the final session. Individual protocols may vary based on patient profile, area treated, and clinic positioning.

  3. Can a smaller clinic start with a refurbished ONDA device and still maintain high clinical standards?
    Yes, when sourced through a structured quality framework like ALLWILL’s Smart Center, refurbished ONDA units are inspected, repaired if necessary, and performance‑validated before deployment. This approach enables smaller clinics to access advanced microwave technology with a lower upfront investment while preserving treatment quality.

  4. How does ALLWILL help manage risk over the full lifecycle of an ONDA device?
    ALLWILL supports risk management in several ways: pre‑deployment inspection and refurbishment, access to vetted technicians and trainers via the MET system, and trade‑up or upgrade programs to avoid being trapped in outdated hardware and costly service contracts. This lifecycle view reduces downtime, improves predictability of operating costs, and helps protect the clinic’s reputation.

  5. Can ONDA Coolwaves be integrated into an existing portfolio that already includes cryolipolysis or RF devices?
    Yes, many clinics use ONDA as a complementary platform alongside cryolipolysis or RF, positioning each technology based on patient profile and desired outcomes. Because ONDA combines fat reduction, cellulite improvement, and tightening, it can either replace multiple legacy devices or act as a premium option within a tiered treatment strategy.

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        9.  DISCLAIMERS; NO OTHER WARRANTY. EXCEPT TO THE EXTENT AS PROVIDED IN SECTION 8(c)(i)(D), BUYER ACKNOWLEDGES THAT MRP IS NOT BOUND BY ANY WARRANTY THAT MAY BE SET FORTH IN A MANUFACTURER’S WRITTEN MATERIALS THAT WOULD HAVE APPLIED HAD BUYER PURCHASED THE EQUIPMENT DIRECTLY FROM THE MANUFACTURER IN ITS UNUSED STATE. BUYER ACKNOWLEDGES THAT BUYER HAS NOT RELIED UPON ANY WARRANTY OTHER THAN AS SET FORTH IN THIS AGREEMENT. IN ADDITION, BUYER ALSO HEREBY ACKNOWLEDGES AND AGREES THAT ANY ORAL OR WRITTEN STATEMENTS CONCERNING USE AND REGULATION OF MEDICAL DEVICES SOLD BY MRP ARE AND SHALL BE CONSTRUED AS FOR INFORMATIONAL PURPOSES ONLY AND WITHOUT WARRANTY OR ASSURANCE BY MRP AS TO THEIR ACCURACY OR VALIDITY. MRP ALSO HEREBY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OTHER MEDICAL CARE OR HELP, INCLUDING THE SELECTION OF AESTHETIC AND MEDICAL PROCEDURES AND PRODUCTS FOR, OR CARE OF, PATIENTS. THE LIMITED WARRANTIES OF THIS AGREEMENT, IF APPLICABLE TO ANY EQUIPMENT OR SERVICE FURNISHED UNDER THIS AGREEMENT, CONSTITUTE THE ONLY WARRANTIES MADE WITH RESPECT TO THE EQUIPMENT AND/OR SERVICE AND ANY DEFECT, DEFICIENCY OR NONCONFORMITY. TO THE EXTENT PERMITTED BY LAW, SUCH WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

        10.  LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL MRP BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES, ARISING FROM, RELATED TO OR CAUSED, DIRECTLY OR INDIRECTLY, WHETHER FORESEEABLE OR NOT, BY THE EQUIPMENT AND/OR THE SERVICES, THE USE OR INABILITY TO USE THE EQUIPMENT, THE RESULTS GENERATED FROM THE EQUIPMENT AND/OR THE SERVICES, THIS AGREEMENT, ANY OTHER ACT OR OMISSION OF MRP, OR BASED UPON ANY OTHER LEGAL THEORY. IN NO EVENT SHALL MRP BE LIABLE FOR ANY LOSSES OF REVENUE, USE, BUSINESS OPPORTUNITY, PROFIT, SAVINGS OR ANY OTHER DAMAGES DUE TO ANY CAUSE WHATSOEVER, EVEN IF MRP OR ITS AGENTS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE FOREGOING IS A SEPARATE, ESSENTIAL TERM OF THIS AGREEMENT, AND SHALL BE EFFECTIVE UPON THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT. IN NO EVENT WILL MRP’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE ACTUALLY PAID TO MRP BY BUYER FOR THE EQUIPMENT AND/OR THE SERVICES GIVING RISE TO THE CLAIM FOR WHICH DAMAGES ARE BEING SOUGHT. NO SUIT OR ACTION MAY BE BROUGHT BY BUYER, ITS SHAREHOLDERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS FOR ANY BREACH OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. IT IS AGREED THAT MRP’S LIABILITY IS SO LIMITED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY EQUIPMENT IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY MRP, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE EQUIPMENT.

        11.  BUYER’S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to MRP that: (a) Buyer is duly organized, validly existing, and in good standing in the jurisdiction of Buyer’s formation; (b) Buyer is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required; (c) Buyer has the full right, power, and authority to enter into this Agreement and to perform Buyer’s obligations under this Agreement; (d) the execution of this Agreement by the person whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of Buyer; (e) when executed and delivered by each of MRP and Buyer, this Agreement will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms; (f) Buyer is in compliance with all applicable laws relating to this Agreement, the Equipment and the operation of Buyer’s business; (g) Buyer is not insolvent and is paying all of its debts as they become due; and (h) all financial information that Buyer has provided to MRP is true and accurate and fairly represents Buyer’s financial condition.

        12. PROPRIETARY RIGHTS.

(a) Ownership. No sale shall be construed as granting to Buyer any license or other right in, or to, any of MRP’s (i) patents; (ii) trademarks; (iii) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, websites and URLs; (iv) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, technical data, data files, and databases and other specifications and documentation; (v) trade secrets; (vi) environmental or other testing applicable to the Equipment and/or the Services; and (vii) industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world (collectively, the “Intellectual Property Rights”).

(b) Prohibited Acts. Buyer shall not (i) take any action that might interfere with any of MRP’s rights in or to Intellectual Property Rights, including MRP’s ownership or exercise thereof; (ii) challenge any right, title, or interest of MRP in or to the Intellectual Property Rights; (iii) make any claim or take any action adverse to MRP’s ownership of the Intellectual Property Rights; (iv) register or apply for registrations, anywhere in the world, for MRP’s trademarks or any other trademark that is similar to MRP’s trademarks or that incorporates MRP’s trademarks in whole or in confusingly similar part; (v) use any mark, anywhere that is confusingly

similar to MRP’s trademarks in whole or in confusingly similar part; (vi) engage in any action that tends to disparage, dilute the value of or reflect negatively on the Equipment and/or the Services or any of MRP’s trademarks; (vii) misappropriate any of MRP’s trademarks for use as a domain name without prior written consent from MRP; or (viii) alter, obscure or remove any of MRP’s trademarks, or trademark or copyright notices or any other proprietary rights notices placed on the

Equipment, marketing materials or other materials that MRP may provide.

        13.  CONFIDENTIAL INFORMATION. Without the prior written consent of MRP,Buyer, directly or indirectly, shall not disclose (and will direct its directors, shareholders, employees and agents not to disclose) any Confidential Information. The term “Confidential Information” means any information of or relating to MRP or the Equipment and/or the Services not generally known to the public (other than as a result of disclosure in violation of this Agreement) in spoken, printed, electronic or any other form or medium, including, but not limited to, business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, transactions, potential transactions, know-how, trade secrets, databases, manuals, records, supplier information, financial information, accounting information, legal information, marketing information, pricing information, payroll information, personnel information, and supplier lists.

        14.  NON-SOLICITATION. Buyer agrees not to solicit or hire any personnel of MRP involved with the delivery of the Services during the provision of such Services and for twelve (12) months after the completion of such Services; provided, however, that Buyer may hire individuals employed by MRP who, without other solicitation, respond to advertisements or solicitations aimed at the general public.

        15.  EQUITABLE REMEDIES. Buyer acknowledges and agrees that (a) a breach or threatened breach by Buyer of any of its obligations under Sections 13 or 14 would give rise to irreparable harm to MRP for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Buyer of any such obligations, MRP shall, in addition to any and all other rights and remedies that may be available to MRP at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Buyer agrees that Buyer will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 15.

        16.  INDEMNIFICATION. Buyer agrees to indemnify, defend and hold harmless MRP and its directors, shareholders, employees and agents (collectively, “MRP Indemnitees”) against any liability, damage, loss or expense incurred by or imposed in connection with any claims, suits, actions, demands or judgments arising out of (a) any breach or non-fulfillment of any representation, warranty or covenant set forth in this Agreement by Buyer or its directors, managers, employees or agents (collectively, “Buyer’s Agents”); (b) any negligent act or omission or willful misconduct of Buyer or Buyer’s Agents in connection with this Agreement; (c) any bodily injury, death of any person or damage to real or tangible personal property caused by Buyer or Buyer’s Agents, including the use of unauthorized parts in or service of the Equipment; (d) any failure by Buyer or Buyer’s Agents to comply with any applicable laws; (e) any fraud or other intentional acts by Buyer or Buyer’s Agents; and (f) the use or operation of the Equipment, including, without limitation, any medical and/or surgical procedures performed by Buyer, and any of Buyer’s Agents, using the Equipment unless said damages are determined by a court of competence jurisdiction to be solely by the gross negligence of MRP or solely as result of a breach by MRP of the limited warranties contained herein.

        17.  DEFAULTS; REMEDIES. Notwithstanding anything herein to the contrary, should Buyer fail to pay for the order or any other amount, in whole or in part, when due or perform its other obligations under this Agreement or as otherwise mutually agreed in writing between Buyer and MRP (each, a “Default”), then MRP may take any and all actions available under law or equity to collect said amounts with a ten (10) day prior written notice, including, but not limited to, enforcing its security interest, accelerating the payment of and declaring immediately due and payable any unpaid balance of the order, referral to outside collection agencies and/or commencement of legal action. MRP’s rights shall be cumulative, and it shall not be required to have attempted to realize upon to the Equipment before taking any other collection actions. MRP may require that Buyer assemble and return any or all of the Equipment to MRP and, in the event Buyer fails to return such Equipment peaceably, enter upon the premises where such Equipment is located, with or without legal process, and repossess such Equipment. Upon a Default, Buyer agrees to pay upon MRP’s demand: (i) all costs and expenses incurred by MRP or its assignee in connection with the enforcement of any remedies, including all expenses incurred in connection with the return, sale, release or other disposition of the Equipment, including attorneys’ fees and other costs incurred by MRP or its assignee in enforcing or defending its rights and remedies under this Agreement and any other written agreement between Buyer and MRP.

        18.  COMPLIANCE WITH LAWS. Buyer shall (a) carry out the transactions contemplated by this sale and deal with the Equipment in conformity with all applicable laws, rules and regulations of all government authorities, including, without limitation, export laws, (b) obtain all permits and licenses required in connection with the purchase, shipment, installation or use of the Equipment, and (c) be solely responsible to fully understand and comply with laws, rules and regulations. Any information provided is as a convenience only.

        19.  FURTHER ASSURANCES. Upon MRP’s reasonable request, Buyer shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.

        20.  ASSIGNMENT; SUCCESSORS AND ASSIGNS. Buyer cannot delegate any duties nor assign any rights or claims under this Agreement without MRP’s prior written consent, and any such attempt or assignment shall be void. In the event that Buyer finances its acquisition of any Equipment with a third party, Buyer may direct MRP to transfer title of such Equipment to such third-party financing company, with all remaining terms and conditions of this Agreement remaining in full force and effect. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and permitted assigns.

        21.  NO THIRD-PARTY BENEFICIARIES. Subject to Section 16, this Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

        22.  GOVERNING LAW; VENUE. The application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. The parties agree that any and all claims, demands, disagreements, controversies or disputes arising out of or relating to this Agreement and any agreement or document delivered in connection herewith (collectively, “Claims”) shall be governed by and construed in accordance with the laws of the State of Utah and adjudicated exclusively in the state and federal courts located in or nearest to Summit County, Utah, which courts shall have the sole and exclusive jurisdiction and venue for adjudication of all Claims. The parties hereby agree upon, consent and stipulate to the jurisdiction and venue of the aforementioned courts for the adjudication of all Claims, to the exclusion of all other courts, forums and venues whatsoever.

        23.  NON-DISPARAGEMENT. Buyer shall not disparage MRP or MRP’s trademarks, websites, products or services, or display any such items in a derogatory or negative manner on any website or in any public forum or press release.

        24.  NOTICES. Any notice, demand, or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered, when sent by electronic means, when received by overnight courier, or when mailed by prepaid, certified or registered mail, return receipt requested, addressed to the other party at its address set forth on the Quote or to such other address that the receiving party may designate from time to time in accordance with this Section 25.

        25.  PUBLIC ANNOUNCEMENTS. Unless otherwise stated herein, neither party shall issue a press release or otherwise advertise, make a public statement or disclose to any third-party information pertaining to the relationship arising under this Agreement, the existence or terms of this Agreement, the underlying transactions between MRP and Buyer or agent for Buyer or refer to the other party in relation to this Agreement without the other party’s prior written approval.

        26.  ENTIRE AGREEMENT; ADDITIONAL OR INCONSISTENT TERMS. Subject to Section 32, this Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof, and any unincorporated representation, affirmation of fact, course of prior dealings, promise or condition in connection therewith, or usage of the trade, shall not be binding on either party. Terms and conditions set forth which differ from, conflict with or are not included in this Agreement shall not be part of any agreement between MRP and Buyer unless both parties specifically accept such terms and conditions in writing.

        27.  WAIVER. No waiver under this Agreement is effective unless it is in writing and signed by the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from this Agreement: any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or any act, omission or course of dealing between the parties.

        28.  SURVIVAL. Subject to the limitations and other provisions of this Agreement, the representations and warranties of Buyer contained herein shall survive the expiration or earlier termination of this Agreement for a period of twelve (12) months after such expiration o termination and (b) this Section 29 and Sections 10, 12, 13, 14, 15, 16, 17, 21, 22, 23, 24, 26, and 32 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement. All other provisions of this Agreement shall not survive the expiration or earlier termination of this Agreement.

        29.  RELATIONSHIP OF PARTIES. Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the parties. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party.

        30.  HEADINGS. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

        31.  ORDER OF PRECEDENCE. In the event of conflict between the Quote, a written agreement by MRP, and these Terms, the order of priority shall be: (1) the written

agreement by MRP, if only if executed by an MRP Officer, (2) the Quote and (3) these Terms, and only to the extent of the direct conflict. Notwithstanding the foregoing, MRP shall not be bound by, and specifically objects to, any terms, conditions or other provisions, both written and oral, which are different from, in addition to or inconsistent with the provisions of this Agreement which are set forth in any purchase order, receipt, acceptance, confirmation, correspondence or otherwise of, or by, Buyer. Fulfillment of Buyer’s order shall not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend the terms and conditions contained herein.

        32.  SEVERABILITY. If any part of this Agreement is held to be void, illegal or unenforceable, then it shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is held to be void, illegal or unenforceable, the remainder of this Agreement shall be unenforceable. Upon a determination that any term or provision is void, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.