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Ulthera Transducer Workflow: Fast Hot‑Swaps & Chair‑Time ROI

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Ulthera and Ultherapy Prime systems allow safe mid‑session transducer changes, but hot‑swapping must follow the system’s imaging‑and‑therapy logic, safety controls, and user interface design — not improvised shortcuts. Efficient clinics reduce chair time by pre‑planning depth sequences, organizing cartridges on the cart, and using firmware‑guided region presets so that every swap is a one‑hand action with minimal screen navigation. For buyers assessing new or certified pre‑owned Ulthera units, a clear hot‑swap workflow is a practical lever for staff productivity, throughput, and transducer lifecycle ROI.

What It Does & Ideal Clinic Profile

The Ulthera System integrates ultrasound imaging with ultrasound therapy, using the DeepSEE handpiece and interchangeable image/treat transducers to deliver discrete thermal coagulation points (TCPs) at depths of approximately 1.5 mm, 3.0 mm, and 4.5 mm while visualizing tissue up to 8 mm below the skin. Each transducer type (DS 4–4.5, DS 7–3.0, DS 7–4.5, DS 10–1.5, and narrow‑footprint variants) is recognized by the control unit, which adjusts treatment frequency and depth parameters automatically through its firmware and graphical user interface (GUI). During a session, clinicians switch between these tips to treat different facial vectors or zones while the system tracks treatment regions and transducer status on screen.

This hot‑swap capability is most valuable for clinics running multi‑depth face and neck protocols — for example, SMAS‑level lifting at 4.5 mm followed by dermal support at 3.0 mm and superficial refinement at 1.5 mm. High‑volume medspas, dermatology practices, and multi‑provider aesthetic centers benefit disproportionately from streamlined tip changes because they run tight schedules and standardized protocols, where each minute of chair time affects overall throughput and staff workload. For such operators, an optimized transducer workflow is part of the capital‑equipment decision: it influences whether the system can realistically support the desired number of daily treatments without bottlenecks.

Topic‑Specific Core Analysis: Hot‑Swapping & Firmware‑Driven Workflow

The Ulthera and Ultherapy Prime manuals describe a system architecture where the control unit detects transducer type through the handpiece connector and displays corresponding depth and frequency presets on the touchscreen. The handpiece features SEE and TREAT pushbuttons, with the SEE button engaging imaging or stopping therapy and placing the system in a READY state that times out after about 40 seconds if no further action is taken. When a transducer is latched into the handpiece, the firmware links the active head to labeled treatment regions and graphic guides, ensuring that each line fired is logged under the correct region and tip.

Hot‑swapping transducers mid‑treatment therefore hinges on respecting the system’s safety and state logic. Before any change, the operator must lift the transducer off the skin and use the SEE button or Stop controls to end active therapy, preventing unintended ultrasound delivery during insertion or removal. Once the system is in a stable state (READY or idle), the latch is released, the current transducer is removed, and the new cartridge is inserted until it clicks securely; the firmware then recognizes the new tip and updates treatment parameters and region coloring to match. Because imaging and therapy are tightly coupled, improper hot‑swap habits — such as swapping while the handpiece is still in TREAT mode or without visual confirmation of skin contact — can increase risk of burns or suboptimal line placement.

The same logic applies to switching between tips on other aesthetic platforms, such as aesthetic lasers or radiofrequency devices, where handpiece recognition and presets are firmware‑controlled. In all cases, workflow optimization is less about hacking firmware and more about using its built‑in states and presets correctly: pre‑selecting regions, standardizing the depth sequence, and keeping swaps within defined pauses so patient safety and traceability are protected.

Request a quote from ALLWILL to review Ulthera and other multi‑head systems with documented handpiece recognition, firmware presets, and recommended hot‑swap procedures, so you can benchmark platforms on real clinical workflow efficiency — not just headline energy specs.

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Revenue / Operational Impact & Payback Math

Chair time is one of the largest hidden costs in a high‑ticket ultrasound workflow. A typical multi‑depth Ulthera face‑neck protocol may require several hundred lines across two or three transducers, each swap adding 30–90 seconds if the team must reset presets or search for heads. Across a day of 6–10 treatments, even small inefficiencies accumulate into lost slots, staff overtime, or compressed consultation time, all of which influence overall ROI. Conversely, a streamlined hot‑swap routine that keeps transducers within arm’s reach and uses firmware‑guided region switching can reduce per‑session overhead by several minutes without changing clinical technique.

Illustratively, if a clinic runs six multi‑depth Ulthera treatments per day and cuts average transducer‑change overhead by 3–5 minutes per session, that recovers roughly 18–30 minutes daily — enough to add a short follow‑up consult or a partial treatment, or to reduce overtime. Over months, these incremental gains support better utilization of the capital asset, especially if staff resourcing and room turnover are tight. At the same time, respecting the system’s state logic and handpiece care instructions protects the transducers’ physical integrity, mitigating risks of drop damage or connector contamination that can lead to costly repairs.

For certified pre‑owned systems, workflow discipline also protects the economic value of refurbishment: careful handling, correct hot‑swap practices, and avoidance of unauthorized modifications help CPO units perform closer to manufacturer‑intended behavior over their extended life. Request a quote from ALLWILL to combine device and transducer pricing with realistic throughput scenarios for your clinic, so you can see how a well‑optimized hot‑swap workflow contributes to payback beyond list price and energy specs.

Differentiated Advantage / Higher‑Ticket Rationale

Ulthera stands apart in the skin‑tightening category by combining microfocused ultrasound therapy with integrated DeepSEE imaging, enabling clinicians to visualize dermal and subdermal planes and confirm coupling before each treatment line. This imaging not only supports calibrated line placement, but also makes mid‑session transducer changes more informed: operators can re‑image after each swap to ensure the new depth aligns with target structures and avoids bone, vessels, or unintended zones. The system’s fixed imaging power levels and conservative acoustic output limits follow established AIUM and NEMA guidance, with mechanical and thermal indices maintained within defined thresholds.

While other energy platforms (including lasers and radiofrequency devices) also rely on hot‑swapping tips or handpieces, many lack real‑time visualization and rely solely on surface mapping. For clinics positioning Ulthera as a premium flagship, the combination of visualization, automatic transducer recognition, and carefully documented output parameters supports a workflow where each swap is part of a structured SEE‑PLAN‑TREAT sequence rather than an ad hoc technique. This technical discipline underpins the system’s higher capital cost: it enables reproducible, audited protocols that align with safety standards and manufacturer documentation, which is particularly valuable for multi‑location chains or hospitals.

ALLWILL’s portfolio and Smart Center services allow buyers to compare Ulthera’s workflow characteristics with alternative devices, including hybrid platforms that combine ultrasound with other technologies. For procurement teams, the question becomes not only “What is the energy?” but “How efficiently can my staff move through depth sequences and tip changes without compromising safety or documentation?” — a question that directly affects real‑world ROI.

Practical B2B Decision Aid: Hot‑Swap Treatment Workflow Optimization Checklist

Because the working title focuses on hot‑swapping and workflow, the most actionable decision aid is a step‑by‑step checklist clinics can adopt to streamline Ulthera transducer changes while respecting firmware and safety rules.

Ulthera Hot‑Swap and Session Workflow Optimization Checklist

Step What to Implement Operational Benefit
Pre‑session setup Prepare cart with all required transducers (4.5 mm, 3.0 mm, 1.5 mm as applicable), ultrasound gel, and handpiece, inspecting cables and membranes per manual. Avoids mid‑session search time and reduces risk of using damaged heads.
Protocol mapping Define a standard depth sequence (e.g., 4.5 mm SMAS vectors → 3.0 mm dermal support → 1.5 mm superficial zones) and mark treatment regions on the GUI before starting. Aligns transducer changes with clear phases, minimizing screen navigation and cognitive load.
Firmware state discipline Train staff to always lift the transducer, press SEE or Stop to end treatment, and confirm READY or idle state before unlatching or inserting a new cartridge. Prevents unintended energy delivery during swaps and supports safe system operation.
Physical hot‑swap technique Use the latch as designed: unlock, remove transducer with one hand, immediately insert the next until it clicks, keeping connectors dry and avoiding contact with coupling gel. Reduces connector wear, shortens swap time, and protects against electrical or acoustic issues.
Post‑swap verification After each change, briefly image the treatment zone, check coupling, depth, and line guides, and confirm that GUI region colors match the active transducer. Ensures the new depth aligns with anatomy and avoids off‑target lines or bone exposure.
Chair‑time tracking Log total session time, number of swaps, and minutes spent in setup versus active treatment; review monthly to identify bottlenecks. Provides data for staffing and protocol adjustments that enhance throughput and ROI.
CPO asset protocols For certified pre‑owned systems/heads, document hot‑swap procedures, handling rules, and inspection intervals alongside vendor refurbishment details. Protects refurbished assets from preventable damage and supports warranty compliance.
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Clinics can embed this checklist into SOPs and staff training, using it as a practical bridge between device physics and everyday throughput. Request a quote from ALLWILL to pair this framework with system‑specific training options, CPO condition reports, and warranty coverage so that your investment in hardware is matched by supported workflow optimization.

Compliance & Asset‑Protection Guardrails

Ulthera is cleared as a non‑invasive dermatological aesthetic treatment for lifting the eyebrow, lifting lax submental and neck tissue, and improving lines and wrinkles of the décolleté. That regulatory status rests on defined indications, system configurations, and acoustic output limits, and it assumes that users follow the Instructions for Use and receive appropriate clinical training. Any hot‑swap workflow must be developed within these frameworks; it cannot override contraindications, precautions, or safety warnings, such as avoiding treatment over implants, thyroid structures, major vessels, or within the orbital rim.

From an asset‑protection standpoint, manuals emphasize that Ulthera systems and transducers contain no user‑serviceable components and should not be opened or modified; damaged or leaking transducers must not be used and require service. This applies equally to new and certified pre‑owned units: clinics should confirm in writing that any refurbishment respects original specifications and that warranty terms cover transducer integrity, cable condition, and connector performance. Additionally, following ergonomic guidance (balanced posture, avoiding tight grip) protects staff from repetitive strain injuries during repeated scanning sessions.

When sourcing through ALLWILL, buyers can request documentation on system safety standards, regulatory classifications, and evidence that CPO units have been inspected and tested according to relevant IEC and ultrasound safety norms. This supports both clinical governance and risk management, ensuring that workflow optimizations do not come at the expense of compliance or device longevity.

Procurement Risks to Avoid + ALLWILL Expert View

Procurement teams face several subtle risks around hot‑swap workflows. One is acquiring systems or handpieces without adequate training support, leaving staff to invent their own swap routines that may conflict with safety logic and device care guidelines. Another is purchasing uncertified or poorly refurbished transducers whose latch mechanisms, connectors, or casing tolerances have been altered, creating friction points or intermittent recognition that slow down sessions and increase downtime. A third risk is treating workflow optimization as a purely clinical topic, rather than embedding it into contract discussions about warranty, servicing response, and training commitments.

Clinics should avoid assuming that all ultrasound or aesthetic platforms handle tip changes the same way; differences in recognition, GUI design, and safety interlocks mean that a workflow built for one device may not translate safely to another. They should also be cautious of offers that combine discounted hardware with limited or generic training, as the cost of inefficient or unsafe workflows can exceed initial savings over the life of the device. When engaging ALLWILL, buyers can put workflow on the agenda: asking for system demonstrations focused on depth sequences, hot‑swap behavior, and chair‑time estimates for typical protocols.

ALLWILL Expert View
The most effective clinics treat transducer workflow as part of their capital‑equipment strategy, not just as an in‑room habit. On systems like Ulthera, where visualization, handpiece recognition, and treatment presets are governed tightly by firmware, the way you swap tips mid‑session influences patient flow, staff fatigue, and the lifespan of CPO and new handpieces alike. We routinely see higher throughput where owners insist on a documented SEE‑PLAN‑TREAT sequence, map depth changes into clear protocol phases, and measure actual chair time per treatment before and after SOP updates. From a procurement perspective, the smart move is to ask for workflow insight at the quote stage: how the device handles multiple transducers, what training is available, and how service agreements support handpiece inspection and swap‑related downtime. When you request a quote from ALLWILL, include workflow performance, staff training, and handpiece lifecycle in your brief; that is where the long‑term economics of your Ulthera or ultrasound investment are most visible.

Request a quote from ALLWILL to explore Ulthera and related platforms with bundled training, Smart Center workflow support, and CPO handpiece warranties that explicitly cover hot‑swap usage and session throughput expectations.

Also check:  Market Readiness Analysis Example in B2B Aesthetics

Frequently Asked Questions

Does Ulthera officially support changing transducers mid‑treatment?

Ulthera manuals describe interchangeable image/treat transducers and provide operating instructions that include system states (SEE, TREAT, Stop) and handpiece handling, which allow mid‑session changes when performed safely and according to guidelines. Operators must always stop active treatment, lift the transducer off the skin, and follow latch procedures before swapping tips.

Can hot‑swapping transducers reduce overall chair time?

Yes, when swaps are embedded in a planned depth sequence and supported by organized cart setup and staff training, clinics can shave several minutes off multi‑depth protocols without altering clinical parameters. Gains come from reduced screen navigation and faster physical handling, but they require disciplined SEE/Stop use and post‑swap imaging checks.

Are there special considerations for certified pre‑owned Ulthera systems in hot‑swap workflows?

CPO systems and transducers must be inspected to ensure latches, connectors, and casings function smoothly and that firmware recognition matches OEM behavior. Buyers should request refurbishment documentation, condition grading, and warranty terms that explicitly cover handpiece and transducer performance, including frequent swaps. Request a quote from ALLWILL for CPO units with detailed inspection reports.

Can hot‑swap workflows affect device warranty or safety compliance?

Attempting unauthorized modifications to handpieces or transducers, or ignoring IFU guidance on cleaning and care, can void warranties and compromise safety. However, hot‑swapping performed within prescribed system states and care instructions is part of normal operation. Clinics should seek written confirmation of acceptable use from the manufacturer or their sourcing partner.

How should clinics train staff on efficient and safe transducer changes?

Training should cover device states (SEE, TREAT, Stop), latch use, connector care, region preset mapping, and post‑swap imaging verification, supported by written SOPs. Including chair‑time targets and periodic workflow audits helps maintain efficiency. Request a quote from ALLWILL that includes training or Smart Center support alongside equipment pricing to embed these practices from day one.

References

  1. Ulthera® System – Instructions for Use
  2. Ulthera® System – Ultherapy PRIME Instructions for Use
  3. A Review of Skin-Tightening Energy Technologies and Clinical Considerations
  4. Acoustic Output Measurement Standard for Diagnostic Ultrasound Equipment (AIUM/NEMA UD2-2004)
  5. Medical Ultrasound Safety – American Institute of Ultrasound in Medicine
  6. Information for Manufacturers Seeking Marketing Clearance of Diagnostic Ultrasound Systems and Transducers
  7. Ulthera DS 7-3.0 Ultherapy Transducer Supply Chain Optimized by ALLWILL
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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.