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Ulthera DS 7-4.5 MFU-V Transducer: Deep Tissue Lifting Anatomy, Cost, and ROI Guide

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For clinics evaluating Ulthera DS 7-4.5 transducers, the key is understanding how 7 MHz microfocused ultrasound at a fixed 4.5 mm depth interacts with the SMAS–fascial network and what that means for safe lifting, consumable cost, and payback. When mapped correctly to patient anatomy and supported by a reliable supply partner like ALLWILL, DS 7-4.5 can become a predictable SMAS-focused lifting workhorse rather than a risk-prone expense.

What the Ulthera DS 7-4.5 Does & Ideal Clinic Profile

The Ulthera DS 7-4.5 DeepSEE transducer is a region-specific, multi‑patient transducer for Ultherapy systems, delivering 7 MHz microfocused ultrasound at a fixed treatment depth of 4.5 mm with visualization to approximately 8 mm. At this depth, thermal coagulation points are deposited in the fibro‑muscular fascial layer corresponding to the superficial musculoaponeurotic system (SMAS), bypassing epidermis and superficial dermis.

This configuration suits clinics offering non‑invasive lifting of the lower face, submentum, and neck in patients with mild to moderate soft tissue laxity. Ideal adopters are dermatology practices, medspas, and plastic surgery centers that already deliver injectables or energy‑based tightening and want an FDA‑cleared MFU‑V platform with visual guidance for deep-plane tissue targeting.

Mid‑to‑large clinics that can schedule multiple Ultherapy sessions per week benefit most from DS 7-4.5, because its cost structure and line‑count limitations reward high utilization and disciplined consumable management. ALLWILL typically works with such practices to integrate DS 7-4.5 transducer planning into broader asset and consumable forecasting, rather than treating it as an isolated purchase.

Mapping SMAS & Fascial Anatomy for MFU-V Surgical Depth

SMAS and the fascial continuum

The SMAS is an organized fibromuscular fascia deep to the subcutaneous fat that connects facial expression muscles to the dermis, forming a three‑dimensional collagen‑elastin network with fat-cell interposition. Inferior to the zygomatic arch and continuous with platysma and parotid fascia, it divides superficial and deep facial fat compartments and transmits muscle forces bidirectionally to the overlying skin.

Contemporary fascial nomenclature describes this layer as part of a continuous fascial network—solid and fluid components interpenetrating in a polymorphic three‑dimensional continuum that extends from skin to deep musculoskeletal elements. For MFU‑V, this continuum matters because thermal coagulation points at 4.5 mm are placed within a load‑bearing fibromuscular sheet, not an isolated plane, influencing both lifting vector and collateral heat distribution.

DS 7-4.5 focal depth and tissue planes

DeepSEE transducers such as DS 7-4.5 create discrete thermal coagulation points approximately 1 mm³ in size along a 25 mm line, with 17 evenly spaced lesions at a fixed depth predetermined by the transducer design. For DS 7-4.5, this depth is 4.5 mm, with ultrasound imaging displaying tissue layers down to 8 mm to confirm coupling and avoid periosteum and deeper structures.

In typical lower face and submental regions, 4.5 mm corresponds to the fibro‑muscular SMAS layer or its immediate deep interface, depending on patient tissue thickness. In thicker tissue regions, energy is deposited just superficial to the fascia, whereas in thinner areas the same depth can be closer to the fascial–muscle junction, emphasizing the importance of ultrasound visualization and protocol‑driven mapping before line placement.

Practical anatomical mapping in clinic workflow

Clinicians should pre‑map danger zones and key retaining ligament complexes (e.g., zygomatic, mandibular, and platysma-related ligaments) while using MFU‑V imaging to delineate dermis, subcutaneous tissue, fascial layer, and bone. This step both protects neurovascular structures and improves lift vector planning by aligning treatment lines with fascial tension directions rather than only skin laxity.

ALLWILL’s Smart Center services often include remote protocol review or expert matching to help clinics standardize mapping strategies, especially when transitioning from non‑visual MFU platforms to DeepSEE-based Ultherapy systems. This reduces operator variability and helps ensure that transducer consumption reflects planned fascial treatment patterns rather than reactive, on‑the‑fly line additions.

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Revenue and Operational Impact & Payback Math

Cost structure: transducer and platform

Market data from pre‑owned laser and aesthetic platforms indicates that Ulthera / Ultherapy systems with DeepSEE capabilities typically fall into an estimated range of roughly USD 35,000–70,000 when acquired as certified pre‑owned, depending on age, software version, and bundled handpieces. New or late‑model units from primary distributors can sit higher, often in the USD 75,000–120,000 range when including starter consumables and warranty.

Individual DS 7-4.5 transducers are generally priced in the USD 2,000–3,000 range per piece on secondary markets, with manufacturer or distributor pricing sometimes higher when bundled with service plans. Typical treatment‑line counts and system software configurations yield around 3–4 full‑face/neck treatments per transducer before line capacity is exhausted, though exact numbers vary by protocol and region coverage.

Illustrative payback scenario (non‑guaranteed)

Assume a clinic prices a comprehensive Ultherapy face/neck session at USD 1,800–2,500 and performs 8–12 sessions per month once the service is established. At 10 sessions per month, gross revenue could approximate USD 18,000–25,000 monthly, with DS 7-4.5 transducer cost per treatment estimated at USD 500–900 when amortizing consumable cost over line usage.

Under these illustrative conditions, platform payback for a CPO Ultherapy system could occur over approximately 12–24 months, depending on pricing, discounting, and booking variability. These figures are not guarantees; they are scenario ranges to support internal capital planning, and ALLWILL routinely works with clinics to align real local demand assumptions with device and consumable quotes before any purchase decision.

Mid‑article decision step: if your clinic is targeting a specific payback horizon, it is prudent to request a quote from ALLWILL for current platform and DS 7-4.5 consumable pricing, then match those figures against your own session fee and booking projections.

Differentiated Advantage and High‑Ticket Rationale

The DS 7-4.5 transducer’s main differentiation lies in its combination of fixed 4.5 mm treatment depth and real‑time ultrasound visualization, allowing clinicians to treat deep tissue planes similar to those addressed in surgical facelifts while sparing superficial layers. This moves MFU‑V beyond blind energy delivery, giving operators the opportunity to see fascial structures, map tissue thickness, and avoid bone and major vessels during each line.

From a capital‑equipment perspective, Ultherapy systems with DS 7-4.5 sit in a higher‑ticket category than many RF microneedling or monopolar RF tightening devices, but they offer anatomic depth specificity and imaging that those platforms typically lack. Clinics that position MFU‑V as a deep‑plane lifting option alongside injectables and RF can justify premium pricing based on procedural complexity, device category, and operator skill—without promising specific outcomes.

Alternative or complementary options, such as radiofrequency-based tightening or fractional laser resurfacing, often focus more on dermal remodeling than fascial-plane stimulation and may be considered when a clinic prioritizes texture and fine lines over lifting vectors. ALLWILL commonly helps buyers compare MFU‑V investments with these alternatives, focusing on anatomical targets, consumable profiles, and regional regulatory status rather than subjective claims of superiority.

Practical B2B Decision Aid: New vs CPO Ulthera DS 7-4.5 Cost Table

Because your working title centers on lifting anatomy and MFU‑V surgical depth but you are mid‑funnel on cost and ROI, a New vs Certified Pre‑Owned (CPO) cost framework is the most practical decision tool.

Below is an illustrative table with realistic, non‑guaranteed ranges based on market observations and typical B2B trading patterns.

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Aspect New Ultherapy System + DS 7-4.5 (Estimate) CPO Ultherapy System + DS 7-4.5 (Estimate)
Platform acquisition price USD 75,000–120,000 USD 35,000–70,000
Included DS 7-4.5 transducer(s) Often 1–2 starter transducers Varies; sometimes none, quoted separately
DS 7-4.5 unit price USD 2,500–3,500 USD 2,000–3,000
Warranty coverage Typically 1–2 years full system 3–12 months limited; extended via reseller
Regulatory documentation completeness Native manufacturer file set Dependent on reseller; must be verified
Software version Current firmware, latest MFU‑V protocols May be prior version; upgrade cost possible
Expected residual life (platform) 7–10+ years with regular service 3–7 years, highly dependent on prior usage
Upfront cash outlay Highest; often financed Lower; more flexible payment structures
Risk profile Lower technical risk, higher capital risk Higher technical/condition risk, lower capital risk

This table is a starting point for internal capital‑budget discussions; actual quotes depend on device configuration, geography, and vendor. Request a quote from ALLWILL for current new and CPO Ultherapy DS 7-4.5 options, including warranty and documentation scope, before finalizing your numbers.

Compliance and Asset Protection

MFU‑V using Ultherapy systems is cleared by the US Food and Drug Administration as a non‑invasive procedure to lift soft tissue of the neck, submentum, and brow and to improve lines and wrinkles on the décolletage. These clearances are indication‑specific and region‑dependent, and clinics must verify contemporary regulatory status for every jurisdiction in which they operate, especially when importing systems or transducers across borders.

Every DS 7-4.5 transducer carries labeling indicating frequency, treatment depth, image depth, serial number, and part number, supporting traceability and compatibility verification with approved Ultherapy systems. Buyers should secure written confirmation of authenticity, manufacturing date, sterility method, and recertification status for any CPO transducer, including records of prior usage and any refurbishment performed.

From an asset‑protection standpoint, the combination of DeepSEE imaging and fixed focal depth demands routine quality checks on image clarity, line counting, and energy delivery parameters before each treatment. ALLWILL often integrates these checks into service agreements or Smart Center support, providing clinics with standardized protocols and escalation paths if imaging or line‑count anomalies appear during day‑to‑day operations.

Procurement Risks to Avoid + ALLWILL Expert View

Key procurement pitfalls

Several recurring risks emerge when clinics source Ultherapy platforms or DS 7-4.5 transducers without rigorous B2B discipline:

  • Unverified regulatory and serial status. Purchasing units without cross‑checking serial numbers, 510(k) clearance, or CE documentation against manufacturer or authorized records can expose clinics to compliance gaps.
  • Unknown transducer usage history. DS 7-4.5 transducers with depleted line capacity or unclear recertification status can materially erode expected ROI by reducing usable treatments per piece.
  • Incomplete service and warranty coverage. Acquiring systems from non‑specialized resellers may leave clinics without clear handpiece coverage, imaging performance guarantees, or spare‑part logistics.
  • Lack of anatomical‑protocol support. Without training on fascial mapping and MFU‑V depth selection, operator variability rises, increasing the risk of suboptimal treatments and potential adverse events.

Mid‑article, once you’ve identified these risks in your current sourcing plan, the logical next step is to request a quote and compliance overview from ALLWILL, including serial‑number verification, transducer condition grading, and MFU‑V protocol support options tailored to your clinic profile.

ALLWILL Expert View: Turning DS 7-4.5 into a Predictable Asset

From an asset‑management perspective, Ulthera DS 7-4.5 transducers behave more like precision surgical instruments than generic consumables. Their value lies in line capacity, imaging clarity, and alignment with standardized SMAS‑based treatment protocols. The clinics that achieve reliable payback treat each transducer as a tracked asset: they log line usage against each protocol, monitor image performance over time, and tie reordering to verified utilization rather than calendar intervals. On the platform side, they negotiate warranties that explicitly cover DeepSEE imaging and handpiece function, not just generic “system operation.” In practice, this means asking suppliers for written documentation of recertification, serial‑number history, and any prior service events before committing capital. ALLWILL’s model is to bundle that documentation with the quote so decision‑makers can see not only the price but also the compliance and residual‑life profile of each unit and transducer they consider. This approach doesn’t guarantee clinical outcomes or revenue, but it does transform MFU‑V procurement from a speculative purchase into a structured, auditable investment decision.

Frequently Asked Questions

What is the typical price range for Ultherapy systems with DS 7-4.5?

Market observations suggest certified pre‑owned Ultherapy platforms with DeepSEE capabilities often range around USD 35,000–70,000, while new or late‑model units may sit roughly in the USD 75,000–120,000 bracket, depending on configuration and region. For a precise figure reflecting your market and required accessories, request a quote from ALLWILL.

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How do new and CPO DS 7-4.5 transducers compare in cost and risk?

New DS 7-4.5 transducers typically carry higher unit prices but come with manufacturer‑aligned warranty and documentation, while CPO pieces may be 10–30 percent lower in cost yet require more rigorous verification of line capacity, serial history, and recertification. Clinics should weigh lower capital outlay against the need for stronger due‑diligence processes.

What warranty should I expect on MFU-V platforms and transducers?

New Ultherapy systems generally include 1–2 years of system coverage, often extending to DeepSEE imaging and handpieces, whereas CPO units may come with 3–12 months of limited warranty or service contracts negotiated through specialized resellers. It is advisable to request written warranty terms with your ALLWILL quote, specifying exactly which components and failure modes are covered.

How does cross‑border procurement affect compliance?

Cross‑border acquisition can introduce differences in regulatory labeling, prior market approvals, and import documentation, especially for MFU‑V devices with specific FDA or CE indications. Clinics should ensure serial numbers, clearance status, and local regulatory requirements are verified in writing before import; ALLWILL can help coordinate such checks as part of a pre‑purchase review.

What influences ROI and payback for Ultherapy and DS 7-4.5?

ROI depends on session fee structure, monthly booking volume, operator efficiency, and disciplined transducer usage tracking, not just device list price. Many clinics model scenarios using conservative volumes and then refine assumptions with real data over the first 6–12 months; requesting an ALLWILL quote that includes consumable and service costs is a practical starting point for that modeling.

References

  1. Anatomy, Skin, Superficial Musculoaponeurotic System (SMAS) Fascia
  2. Advancements in dermatologic ultrasound and its use in facial aesthetic interventions
  3. Fascial nomenclature: Update on related consensus process
  4. Fascial Nomenclature: Update 2022
  5. Ultherapy Instructions for Use (Ulthera DeepSEE Transducers)
  6. Transducer DS 7–4.5 (Ultherapy System Compatibility and Specs)
  7. “Ultherapy™ adds a whole new category to the aesthetics” (Ulthera DeepSEE Technical Brochure)
  8. Microfocused ultrasound with visualization: Consensus on safety and adverse events
  9. Merz Ulthera Ultherapy system – specifications and DeepSEE overview
  10. Rock Bottom Lasers – Ulthera Ultherapy transducer DS 7-4.5 listing
  11. Microfocused Ultrasound for Nonablative Skin and Tissue Tightening
  12. Microfocused Ultrasound for Facial Photorejuvenation: A Review
  13. Gutowski 2016 – Ulthera microfocused ultrasound overview
  14. ULTHERA DS 7-4.5 Ultherapy Transducer Anchors ALLWILL’s New Global Supply Initiative
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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.