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Ultherapy PRIME DeepSEE 8mm Visualization: Technical Buyer’s Guide for Safer, Smarter HIFU Investment

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Ultherapy PRIME’s patented DeepSEE real-time ultrasound visualization system lets clinicians see tissue planes down to approximately 8 mm while delivering micro‑focused ultrasound, helping avoid periosteum and other sensitive structures when used correctly according to training and protocols. For clinic owners, this 8 mm visualization isn’t just a clinical comfort feature — it’s a risk-control and uptime asset that can justify a higher capital price and make certified pre-owned (CPO) units particularly attractive if sourced and supported properly.

What Ultherapy PRIME Does & Who It’s For

Ultherapy PRIME is a non‑invasive micro‑focused ultrasound (MFU) platform designed for lifting and tightening indications using energy delivery to targeted tissue layers such as superficial dermis, deep dermis, and SMAS/platysma. The system combines treatment delivery with real‑time DeepSEE ultrasound imaging, allowing clinicians to visualize tissue structures while placing treatment lines.

It is best suited to:

  • Established aesthetic clinics, dermatology practices, and medspas that already deliver energy‑based devices and want a “visualized HIFU” platform rather than blind shots.
  • Multi‑disciplinary practices that prioritize asset protection, documented treatment settings, and reduction of avoidable adverse events in higher‑ticket procedures.

Clinics evaluating Ultherapy PRIME typically weigh it against other ultrasound or HIFU platforms and sometimes RF microneedling systems, looking for robust visualization, manufacturer‑backed training, and strong post‑sales support. In this context, ALLWILL is positioned as a sourcing and asset‑management partner that can help compare new versus certified pre‑owned Ultherapy PRIME units and structure support around uptime, warranty, and documentation rather than just a unit price.

8DeepSEE Real-Time Visualization: The Tech Inside the 8mm Screen

From a hardware and physics standpoint, DeepSEE is a collimated ultrasound imaging system integrated into the Ultherapy PRIME control unit and transducers. The control unit provides a larger graphical touchscreen display (about 27 inches in recent PRIME configurations) with an expanded ultrasound field and reduced visual noise, allowing tissue visualization down to roughly 8 mm under the skin surface.

Ultherapy PRIME’s DeepSEE transducers are designed to both deliver micro‑focused ultrasound pulses and capture returning ultrasound signals, giving a real‑time B‑mode–like image of tissue layers as the handpiece moves. In practice, the operator views a stack of structures — epidermis/dermis, subcutaneous fat, fascia, and deeper hyperechoic lines — and can align treatment depths (1.5 mm, 3.0 mm, 4.5 mm) with these visible landmarks rather than relying solely on anatomical averages.

Why 8 mm Matters for Periosteal Safety

The “8 mm” claim refers to the maximum visualization depth rather than the treatment depth; treatment focal zones typically sit at 1.5–4.5 mm depending on transducer selection. However, being able to see echogenic bony surfaces and deep fascia layers within that 8 mm window allows trained operators to confirm that treatment lines sit in soft tissue, not directly on periosteum.

Periosteal burns and deep pain events are usually associated with energy coupling too close to bone or unexpected anatomical variation (for example, thin tissue over zygomatic arch or mandibular border). DeepSEE’s real‑time imaging helps operators visualize these high‑risk zones and re‑position treatment plans, adjust energy parameters, or skip certain lines according to manufacturer guidelines and clinical judgment, which can reduce the likelihood of inappropriate energy deposition when used correctly.

For clinic owners, this means the investment is not only about “lifting results” but also about a built‑in visual safety layer that supports standardized protocols, staff training, and incident documentation — all of which directly affect liability, insurance conversations, and brand reputation. ALLWILL can help buyers evaluate whether a given Ultherapy PRIME unit’s imaging performance, software revisions, and transducer set match the clinic’s risk‑management expectations, particularly on certified pre‑owned stock.

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Revenue, Uptime, and Payback Math

Ultherapy PRIME tends to sit in the upper bracket of non‑invasive device investments, with new systems often marketed in a high five‑figure to low six‑figure USD range depending on configuration, region, and support package. Certified pre‑owned units typically transact at a discount, sometimes in the mid‑five‑figure band, with pricing affected by age, software version, transducer inventory, and remaining manufacturer support.

From a payback perspective, clinics usually consider:

  • Session pricing: In many markets, ultrasound lifting sessions command premium pricing relative to more commoditized treatments, often set in the mid‑to‑high three‑figure or low four‑figure range per session depending on area and practice positioning.
  • Utilization: A realistic model might assume modest initial monthly utilization (for example, several full‑face or combined‑area cases per week) ramping up as staff training and marketing mature; ROI is highly dependent on local demand and pricing strategy.
  • Consumables: Ultherapy PRIME uses multi‑patient transducers with defined shot counts; replacement transducer cost and shot economics need to be factored into margin calculations.

For many clinics, the DeepSEE visualization and associated safety profile support premium pricing, but the true ROI hinges on disciplined booking, pre‑qualification, and staff adherence to protocols rather than hardware alone. ALLWILL can assist clinics in structuring a custom payback model that reflects regional pricing, expected utilization, CPO acquisition cost, and realistic transducer replacement schedules before a quote is requested.

Mid‑article next step: Request a quote from ALLWILL for current Ultherapy PRIME pricing, available configurations (new vs CPO), and a tailored payback scenario aligned with your clinic’s volume assumptions.

Why DeepSEE Visualization Justifies a Higher Ticket

Compared with non‑visual HIFU or MFU systems, Ultherapy PRIME’s DeepSEE stack shifts the value proposition from “energy delivery” to “visualized, documented energy placement.” For clinics that emphasize safety and standardization, this translates into several operational advantages.

Key differentiated advantages include:

  • Real‑time tissue confirmation: Operators can see the depth and quality of soft tissue beneath each treatment line, improving confidence in target alignment.
  • Reduced visual noise and larger field: PRIME upgrades provide a wider, clearer imaging field versus earlier Ulthera versions, supporting more stable visualization across different patients and anatomical regions.
  • Integration with training: Visualization dovetails with manufacturer‑aligned training, enabling staff to correlate ultrasound patterns with anatomical structures and better understand where energy should and should not be placed.

Clinics that already own “blind” HIFU devices often experience variable results and uncomfortable sessions, and some begin to restrict high‑risk areas because of uncertainty about tissue depth. Moving to Ultherapy PRIME with DeepSEE gives them a route to more protocol‑driven, visualized workflows, which can underpin consistent patient communication and reduce internal disputes when documenting adverse events.

ALLWILL can help clinics compare Ultherapy PRIME against other available MFU or RF platforms in portfolio terms — looking at visualization, service requirements, and consumables — without pushing a single device as a universal answer.

BME Technical Maintenance Checklist for Ultherapy PRIME

For a capital device that combines energy delivery with advanced imaging, biomedical engineering (BME) oversight is critical. Below is a practical maintenance checklist that clinic owners can apply internally or with their service partners to protect uptime and asset value.

Ultherapy PRIME BME Technical Maintenance Checklist

  • Control Unit & Software
    • Verify current software version and manufacturer recommended updates at least annually.
    • Confirm that boot sequence, touchscreen responsiveness, and graphical interface run without freezes or lag during test sessions.
    • Maintain records of any software patches or configuration changes, including who performed them and when.
  • DeepSEE Imaging Performance
    • Run a standardized imaging test on a phantom or designated test area at least quarterly to verify that structures are clearly visible down to the expected depth (around 8 mm).
    • Check for image artifacts, excessive noise, or instability in the visualization field; document and investigate issues before clinical use.
    • Confirm that brightness, contrast, and imaging presets are aligned with manufacturer recommendations and operator preferences.
  • Transducers (Treatment & Imaging)
    • Audit shot counts and remaining capacity for each transducer; reconcile with clinic usage logs to monitor consumable costs.
    • Inspect housings, cables, and connectors for physical wear; replace damaged components promptly to avoid imaging or energy delivery faults.
    • Verify that each transducer’s focal depth (1.5 mm, 3.0 mm, 4.5 mm) matches the labeling and system configuration.
  • Energy Output & Safety Checks
    • Perform routine output verification using manufacturer‑recommended methods or third‑party testing as permitted, checking consistency across energy settings.
    • Confirm emergency stop functionality and interlocks, and test them as part of preventive maintenance.
    • Document any atypical heat buildup or patient feedback during treatments and cross‑check against maintenance logs.
  • Electrical & Environmental Conditions
    • Ensure stable power supply, appropriate grounding, and compliance with local electrical codes.
    • Maintain appropriate environmental conditions in the treatment room (temperature, humidity) as recommended by the manufacturer.
  • Documentation & Service Partner Coordination
    • Keep a device logbook with all maintenance, service visits, and incident reports.
    • Coordinate with ALLWILL or other qualified service partners for periodic inspections, particularly for certified pre‑owned units, and ensure reports are stored with asset documentation.
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Clinics using this checklist prevent many avoidable downtimes and have clearer data when deciding whether to acquire a new system or a CPO device — and when determining the appropriate service and warranty bundle.

Compliance & Asset Protection Considerations

Ultherapy systems have regulatory clearances in specific geographies and for defined indications, such as certain lifting and tightening applications. However, regulatory status varies by region, and any buyer should independently verify current clearance and labeling for their country or state before marketing or clinical use.

Key compliance points include:

  • Regulatory Documentation: Confirm that the unit’s serial number matches manufacturer records, and ensure access to the latest Instructions for Use (IFU) and operator manuals for your region.
  • Labeling & Claims: Marketing language must align with cleared indications and avoid implying broader efficacy or outcomes than the clearance supports.
  • Certified Pre‑Owned Transparency: For CPO units, verify refurbishment scope (cosmetic versus functional), replaced parts, calibration records, and any third‑party modifications.

ALLWILL can assist in assembling a documentation pack for each device — including condition reports, service history, and regulatory status summaries — but buyers should still obtain written confirmation of compliance from manufacturers or authorized representatives where possible. Requesting a quote from ALLWILL for a specific Ultherapy PRIME unit can be paired with a request for its compliance file and latest IFU reference.

Procurement Risks to Avoid + ALLWILL Expert View

When capital budgets are tight, it can be tempting to prioritize headline price or “like‑new” marketing over technical and regulatory depth. For an integrated imaging‑plus‑energy device like Ultherapy PRIME, that approach carries several risks.

Common procurement pitfalls include:

  • Buying units without clear transducer shot histories, leading to unexpected consumable replacement costs soon after purchase.
  • Acquiring systems with outdated software that lack the latest imaging stability improvements, potentially undermining the value of DeepSEE visualization.
  • Importing devices across borders without confirming local regulatory status or electrical compatibility, exposing the clinic to compliance or operational issues.

ALLWILL Expert View: Buying Ultherapy PRIME as a Long‑Life Asset

For clinic owners, Ultherapy PRIME should be evaluated as a long‑life, imaging‑guided platform rather than a single‑season revenue experiment. The 8 mm DeepSEE visualization, multi‑depth transducers, and enhanced PRIME screen all point to a device whose value depends on consistent, high‑quality imaging and documented energy delivery over many treatment cycles. When sourcing new or certified pre‑owned units, insist on three pillars: verifiable imaging performance (including recent test documentation), transparent transducer shot counts and replacement pricing, and a service architecture that protects software currency and uptime. This is where a solutions‑oriented partner like ALLWILL earns its place — not by minimizing the capital number, but by structuring the acquisition so that the device remains clinically credible and financially productive over its entire lifecycle.

Closing next step: Request a quote from ALLWILL to review current Ultherapy PRIME stock (new and CPO), associated maintenance and warranty options, and a structured acquisition plan that fits your clinic’s risk profile and utilization goals.

Also check:  How Do You Integrate Device Data with Your Clinic System?

Frequently Asked Questions

What is the typical price range for Ultherapy PRIME?

Ultherapy PRIME is generally positioned in a high five‑figure to low six‑figure USD range for new units, depending on configuration, region, and support. Certified pre‑owned units often transact at a lower mid‑five‑figure band, influenced by age, software version, and transducer set. For precise figures, request a quote from ALLWILL with your location and preferred configuration.

How do new and certified pre‑owned Ultherapy PRIME units differ?

New units usually come with full manufacturer warranty, the latest software, and a fresh transducer set. Certified pre‑owned systems should be delivered with documented refurbishment, condition grading, service history, and remaining shot counts on included transducers. Buyers must verify these details in writing and align warranty terms with their risk tolerance before committing.

What kind of warranty and service support should I expect?

Warranty length and coverage vary by region and vendor but typically cover major hardware components and, in some cases, software updates for a defined period. Service support should include access to trained technicians, spare parts, and transducer replacement pathways. ALLWILL can help clinics benchmark warranty and service options across new and CPO units as part of a quote discussion.

How does DeepSEE visualization affect clinical safety?

DeepSEE allows operators to visualize tissue structures down to roughly 8 mm, helping them position energy delivery away from periosteum and other sensitive structures when used according to training and IFU guidance. While no system can eliminate all risk, this visual layer supports more informed decision‑making during treatments and clearer documentation when reviewing protocols.

What is the typical lead time for acquiring Ultherapy PRIME?

Lead time depends on stock availability, regional distribution, and whether you are purchasing a new or certified pre‑owned unit. New systems may follow manufacturer shipping schedules, while CPO units can sometimes be deployed faster if they are already inspected and configured. Clinics can request a quote from ALLWILL to confirm current stock and estimated delivery windows in their region.

References

  1. Science Behind Ultrasound Skin Lift Treatments (Ultherapy Physician Site)

  2. About – Meet Ultherapy PRIME (Ultherapy Physician Site)

  3. Ulthera Non-Invasive Aesthetic Treatment System – Remma

  4. Ultherapy & Ultherapy Prime – Wonderful Plastic Surgery Clinic

  5. SAYYES – Ultherapy Prime Overview

  6. ULTHERA® System Instructions for Use (Sample IFU PDF)

  7. Ulthera® System Instructions for Use – US (IFU PDF)

  8. RockBottomLasers – 2025 Merz Ulthera Ultherapy Prime Listing

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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.