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Jeisys Linear Z HIFU: SMAS-Depth Accuracy, Safety, and Calibration for Clinic Buyers

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Jeisys Linear Z is a multi-depth HIFU platform designed to deliver focused ultrasound energy from the dermis down to deep fat and SMAS using interchangeable cartridges and dot/linear modes, with depth selectable in fine increments. For clinic owners evaluating new or certified pre-owned (CPO) units, the key question is whether the system can still accurately contract the SMAS without heating the periosteum or injuring nerves — and how to validate that a used platform’s transducers remain within factory-equivalent calibration. This article approaches that question from a biomedical engineering perspective to support safe, decision-grade purchasing through partners like ALLWILL.

What Jeisys Linear Z Does & Who It’s For

Jeisys Linear Z is a high-intensity focused ultrasound (HIFU) system that delivers thermal coagulation points and lines at controlled depths using cartridges covering the epidermis, dermis, subcutaneous fat, and SMAS/deep fascia. The device offers dot and linear irradiation modes, allowing practitioners to tailor energy distribution for lifting, tightening, and contouring protocols based on anatomical layer and skin thickness.

Cartridges span roughly 1.5–13.0 mm, with SMAS-targeting depths typically around 4.5–6.0 mm and deeper fat-contouring cartridges at 9.0–13.0 mm. This range makes Linear Z relevant for facial rejuvenation, submental contouring, and body applications in dermatology clinics, medical spas, and plastic surgery centers that need layer-specific HIFU without sacrificing throughput or safety.

Clinics that already operate ultrasound-based platforms (for example, Ulthera or ULTRAcel [zi:]) will find Linear Z particularly attractive when building a 3D “multi-layer” protocol that sequentially treats dermis, SMAS, and fat. For these buyers, ALLWILL can source both new and CPO Linear Z units, matching system configuration and cartridge sets to the clinic’s treatment mix and regulatory context.

Technical Core: Multi-Depth SMAS Targeting Without Nerve or Bone Injury

From a biomedical engineering standpoint, the key strength of Linear Z is its fine-grained depth control and mode switching within a single cartridge, which allows precise coupling of thermal focus to the intended anatomical layer. Unlike fixed-depth consumer HIFU devices, Linear Z transducers can be set in 0.5 mm increments in some cartridge series, enabling more accurate alignment with a patient’s SMAS and fat thickness.

SMAS Layer Targeting Physics

Clinical and didactic materials place the facial SMAS/superficial fascia at approximately 4.5 mm in many regions, with deeper fascia (or SMAS over muscle) extending beyond 5 mm in some zones. Linear Z and related Jeisys HIFU platforms deliver energy at depths such as 2.0, 3.0, 4.5, 6.0 mm (and higher via contouring cartridges), producing focal temperatures in the 60–65 °C range where protein denaturation and neocollagenesis are initiated.

Because ultrasound energy attenuates as it passes through tissue, each depth setting corresponds to focal placement at a defined geometric focus below the transducer face rather than at the skin surface. This focusing concentrates energy within a small treatment cell volume (on the order of cubic millimeters), leaving superficial layers and underlying bone largely unaffected when coupling and positioning are correct.

Avoiding Periosteal Heating

Periosteal pain and bone heating occur when the acoustic focus overlaps or sits immediately adjacent to bony structures, particularly over thin soft tissue areas such as the zygomatic arch or mandibular border. Linear Z reduces this risk via:

– Layer-appropriate cartridge selection, avoiding deep SMAS/fat cartridges over areas where soft tissue thickness is less than the focal depth.
– Adjustable depth increments that allow the practitioner to “back off” the focus from bone while still engaging fibrous fascia.
– Dot vs linear modes: dot mode concentrates energy into discrete coagulation points, while linear mode spreads energy along a line, allowing lower per-point intensity and more uniform heating where safety margins are tight.

When combined with ultrasound imaging — as demonstrated by clinicians using handheld scanners to map SMAS and fat thickness before HIFU — depth selection can be tuned so the focal point sits within fascia or fat, with an adequate margin from bone surfaces. This imaging-assisted workflow is particularly important for thin patients or areas like the preauricular region, where the SMAS is shallow and underlying parotid or bone structures are close.

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Minimizing Nerve Injury Risk

Published Jeisys training content and clinical webinars emphasize nerve-safe treatment planning, noting that irradiation at 4.5 mm near the labiomandibular fold is contraindicated due to proximity to mental nerve branches. Similar caution applies around supraorbital and facial nerve trunks, where HIFU at conventional SMAS depths could overlap neurovascular bundles in thin tissue zones.

Linear Z helps mitigate these risks by:

– Allowing cartridge and depth changes on a per-zone basis, rather than forcing a single depth across the entire face.
– Supporting lower energies (e.g., 0.3–0.6 J) and line counts in high-risk zones while maintaining full-dose lines in safer areas.
– Encouraging anatomical mapping and pre-treatment design of lines based on individual skin thickness and nerve pathways.

From a BME perspective, safe SMAS targeting depends on three pillars: accurate layer depth estimation, calibrated transducer focus, and strict adherence to “no-irradiation” zones defined by nerve and bone anatomy. Linear Z’s hardware configuration supports these pillars; the remaining risk is procedural and should be managed via training, imaging, and standardized protocols.

Revenue and Operational Impact for Clinics

Economically, the value of Linear Z lies in its ability to deliver multi-layer HIFU protocols from a single platform, reducing the need for separate dermal and SMAS devices and simplifying staff workflow. Multi-depth cartridges enable clinics to offer non-invasive lifting and contouring packages that span fine-line dermal tightening, SMAS-level lifting, and selective fat reduction, which can be positioned as tiered services with differentiated pricing.

Typical professional HIFU session pricing for facial lifting often sits in an illustrative range of roughly USD 600–1,500 per full-face protocol depending on geography and clinic positioning, with add-on areas (neck, submental, body zones) billed separately. At moderate utilization (e.g., 20–40 comprehensive HIFU cases per month), a Linear Z system can contribute meaningful incremental revenue, though actual ROI will vary with local demand, marketing, and treatment mix.

Operationally, depth-adjustable cartridges and dual dot/linear modes allow practitioners to use a single handpiece to serve diverse indications, reducing patient chair time and staff training complexity. The ability to maintain treatment quality on a certified pre-owned Linear Z unit, when properly calibrated and maintained, can significantly lower capital cost while preserving revenue potential — which is where a sourcing partner like ALLWILL becomes critical.

Differentiated Advantage and High-Ticket Rationale

The main differentiated advantage of Linear Z versus generic HIFU platforms is its combination of:

– Multi-cartridge depth coverage from superficial dermis to deep fat.
– 0.5 mm depth adjustment granularity available in specific cartridge series.
– Seamless dot/linear mode switching for both focal and line-based thermal delivery.

Many professional HIFU systems target SMAS at fixed depths such as 4.5 mm, relying on pressure and coupling adjustments rather than actual geometric focus change to compensate for anatomical variability. Jeisys’ approach — seen in Linear Z and ULTRAcel [zi:] — adds depth and mode flexibility that better aligns with modern multi-layer treatment concepts and imaging-guided protocols.

For clinics considering alternatives such as Ulthera or other branded SMAS-focused HIFU devices, Linear Z offers a competitive pathway to SMAS and fat targeting while emphasizing adjustable depth and line design. This engineering emphasis supports consistent layer-specific treatments across varied face and body anatomies, which is core to sustaining a high-ticket positioning without overpromising clinical outcomes.

ALLWILL’s role in this context is to match device configuration (number and type of cartridges, software options, accessories) to the clinic’s procedural mix, ensuring that the purchased asset genuinely supports the intended premium service menu instead of being underutilized.

BME Technical Maintenance Checklist for Linear Z (New vs CPO)

The most useful practical tool for a buyer is a BME-grade maintenance and validation checklist rather than a price table. The following framework is suitable for both new and certified pre-owned Linear Z systems sourced through ALLWILL or other vendors.

Jeisys Linear Z BME Technical Maintenance & Calibration Checklist

1. Initial Acceptance and Documentation
– Verify model, serial numbers, and year of manufacture against Jeisys documentation or distributor records.
– Confirm delivery of user manuals, service logs (for CPO), and software version reports.
– Obtain written statements on refurbishment scope, replaced parts, and functional testing performed (for CPO units).

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2. Transducer and Cartridge Integrity
– Inspect all cartridges (Basic, Essential, Core, Contour series) for physical damage, connector wear, and coupling surface condition.
– Check that each cartridge’s labeled depth range (e.g., 2.0, 3.0, 4.5, 6.0, 9.0, 11.0, 13.0 mm) is recognized correctly by the console UI.
– Ensure 0.5 mm incremental settings (where applicable) can be selected and saved in treatment presets.

3. HIFU Output Calibration Verification
– Use manufacturer-recommended acoustic test phantoms or third-party ultrasound measurement systems to verify focal position at key depths (e.g., 3.0, 4.5, 6.0 mm).
– Measure relative energy output (J/shot) at standard settings and compare with Jeisys tolerances or factory calibration data where available.
– Confirm that dot vs linear modes deliver expected line lengths and spacing based on console settings (5–25 mm dot mode length, fixed 25 mm linear).

4. Safety Interlocks, Cooling, and Uptime
– Test handpiece triggers, emergency stop, and any system interlocks preventing firing without proper skin contact or coupling.
– Verify system self-check routines at start-up and log any error codes for vendor or service review.
– Assess handpiece and console operating temperatures under continuous use to ensure thermal management remains within specified limits.

5. Anatomical Targeting and Imaging Integration
– Where possible, integrate handheld ultrasound imaging to cross-check typical SMAS and fat depths for the clinic’s patient population and map them to cartridge settings.
– Validate that default protocol depths for facial and body areas align with current professional guidelines and Jeisys training materials.
– Document “no-irradiation” zones and maximum allowed depths in a clinic protocol manual referencing nerve and bone anatomy.

6. Routine Preventive Maintenance
– Implement a quarterly or semi-annual inspection schedule for cartridges, cables, and connectors, with replacement thresholds based on shot counts and physical wear.
– Record shot counts per cartridge and monitor for output drift using phantom testing at defined intervals.
– Keep all firmware/software up to date within regulatory and manufacturer guidance, documenting each update.

7. Third-Party Verification and Vendor Support
– Require written calibration and performance reports from any refurbisher or reseller, including ALLWILL, before commissioning CPO units.
– Maintain direct or indirect access to Jeisys-authorized service for complex repairs or major calibration adjustments.
– For cross-border purchases, verify voltage compatibility, accessories, and regional service coverage in advance.

Applied diligently, this checklist allows a clinic’s biomedical engineer or external service provider to maintain used Linear Z platforms at or near factory-equivalent performance, supporting safe SMAS targeting and predictable thermal profiles over the asset’s life.

Compliance and Asset Protection

HIFU systems such as Jeisys Linear Z occupy a regulated category in many markets, with requirements that can include device registration, facility licensure, operator qualifications, and restrictions on non-medical use. For example, high-intensity ultrasound for aesthetic purposes has been restricted from non-medical beauty salons in certain jurisdictions, underscoring the need for operator training and clinical oversight.

When sourcing new or CPO Linear Z units, clinics should verify:

– Whether the specific configuration holds appropriate approvals or registrations for their country or region (e.g., FDA 510(k) clearance or CE marking for certain indications), and clarify the exact scope of that clearance where applicable.
– That refurbishment (for CPO units) has not altered core hardware or software in ways that affect regulatory status, and that serial numbers remain traceable.
– That manuals, safety labeling, and operator training materials are complete and current, enabling compliance during inspections.

ALLWILL positions itself as a compliance-aware sourcing partner that can help clinics gather the necessary documentation: device identifiers, refurbishment and calibration reports, and warranty terms tailored to local regulatory frameworks. Buyers should still obtain independent legal and regulatory advice as needed and confirm all claims in writing before committing to a purchase.

Procurement Risks to Avoid and ALLWILL Expert View

Procurement risks for Linear Z include acquiring units from non-specialist resellers without proper calibration records; purchasing cartridges near or beyond their shot-life; and importing devices without clear regulatory or service support. Additional risk stems from underestimating the importance of anatomical training and imaging: even a well-calibrated system can produce adverse events if depths and line designs ignore nerve and bone pathways.

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From an asset-protection standpoint, clinics should avoid:

– Buying “as-is” units with sparse service history or unknown transducer exposure, especially when planning SMAS-level treatments.
– Skipping independent or vendor-assisted phantom testing before putting a CPO device into routine patient use.
– Treating cartridges as consumables without structured tracking of shot counts, output drift, and physical wear.

ALLWILL Expert View
For a system like Jeisys Linear Z, the difference between a high-performing asset and a liability is rarely the console — it’s the transducers, protocols, and documentation. In practice, we see the strongest long-term ROI in clinics that treat HIFU platforms like imaging equipment: every new or certified pre-owned unit arrives with traceable serials, a recent calibration and performance report, and a clear preventive-maintenance plan. These clinics pair depth-adjustable cartridges with anatomical mapping and, where feasible, ultrasound imaging, so SMAS and fat targeting are verified, not assumed. Capital budgeting then focuses on cartridge lifecycle and service coverage rather than chasing the lowest acquisition price. When ALLWILL sources Linear Z units, our priority is to align shot-life, service history, and warranty with the clinic’s projected utilization, enabling sustainable revenues without compromising safety. Request a quote from ALLWILL if you need a current-condition summary, calibration documentation, and projected cartridge replacement schedule for a Linear Z unit.

Frequently Asked Questions

What is the typical price range for a Jeisys Linear Z system?

Market pricing for professional multi-depth HIFU platforms like Linear Z typically falls into a broad estimated range from tens of thousands of dollars for new units to meaningfully lower prices for certified pre-owned systems, depending on region, configuration, and age. Exact numbers vary; Request a quote from ALLWILL for current, configuration-specific pricing and availability.

How does a certified pre-owned Linear Z compare to a new unit?

A properly refurbished and calibrated CPO Linear Z can deliver similar functional performance to a new unit, provided transducers, connectors, and software have been inspected, repaired, or replaced as needed. Buyers should insist on documented calibration, shot counts, and service history, and consider vendor-backed warranty and support before committing.

What warranty and service support should I expect for Linear Z?

Warranty terms on HIFU platforms vary widely, but typically cover major console components for 1–3 years, with cartridges often subject to shorter coverage or shot-based limits. Clinics should secure written details on what is covered, service response times, and availability of Jeisys-authorized or experienced technicians; ALLWILL can help align those terms to your risk tolerance and utilization plans.

What compliance checks are essential before importing a Linear Z unit?

Before cross-border acquisition, clinics should confirm that the specific Linear Z configuration meets local device registration requirements, electrical standards, and operator licensing rules. Verifying serial numbers, approval status, and documentation in writing from the seller reduces regulatory risk; a tailored quote and compliance summary request can streamline this process.

How quickly can a Linear Z purchase pay back the investment?

Payback depends on case volume, pricing, and how effectively the clinic integrates multi-layer HIFU into its treatment portfolio. Some clinics achieve shorter payback periods when packaging SMAS lifting with dermal and contouring indications; others require longer horizons. Request a quote from ALLWILL with a sample payback model based on your projected monthly HIFU volumes.

References

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(e) Notice and Inspection. The limited warranties contained in this Section 8 are made on condition that immediate written notice of any noncompliance with the Equipment’s and/or the Service’s warranty be given to MRP, and provided that MRP’s inspection reveals that Buyer’s claim is valid under the terms of such warranty.

        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.