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Ultherapy Transducers: Depth Options, Cycles and Buying Rules

Posted on by judy

Ultherapy Transducers: Depth Options, Cycles and Buying Rules

Depth options decide what a clinic can sell, and remaining cycles decide how long it can sell it. Both variables are set by the transducers rather than by the console, which is why sourcing…

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Ultherapy Transducers: Depth Options, Cycles and Buying Rules
Posted on by judy
Depth options decide what a clinic can sell, and remaining cycles decide how long it can sell it. Both variables are set by the transducers rather than by the console, which is why sourcing them is an operational planning task rather than a routine purchase. A clinic that plans around both keeps its treatment menu stable through a consumable replacement.

Choose Ultherapy transducers by matching depth options to the treatments your case mix actually needs, then plan replacement around remaining cycles. Read the cycle record against the platform’s own count, verify supply traceability before buying, and calculate cost per treatment so the consumable appears in your pricing rather than in a surprise invoice.

Depth Options and What They Treat

Each transducer is designed to deliver energy to a defined tissue plane, so the depth options a clinic holds determine which anatomical layers it can address and therefore which treatments it can offer. Two clinics operating identical consoles can run different treatment menus, because the menu follows the probes rather than the platform.

Option position What it affects Planning consequence
Deeper plane delivery Targets tissue at greater depth Supports the lifting-oriented protocols most often requested
Mid-depth delivery An intermediate tissue plane Bridges the menu between the deeper and superficial options
Superficial plane delivery Finer, more superficial treatment Supports precision work in thinner-skinned areas
One option held One treatment rationale available Narrowest menu and lowest inventory exposure
Several options held A broader protocol range Wider menu, with more cycle management and more capital tied up
Option at low remaining cycles Capability that expires on a known schedule Replacement cost falls inside the planning window, not outside it

Two consequences follow for anyone buying. The menu a clinic can advertise is a function of the probes on the shelf, not of the console’s capability, and a depth option held without the case mix to use it is inventory rather than capability. Planning the depth mix therefore starts with the treatments actually delivered rather than with the full range available.

Matching Depth to Case Mix

Matching depth to case mix is a demand question rather than a technical one. The aim is to hold the options the schedule depends on, and to avoid holding options whose treatments appear occasionally, because every additional probe carries its own replacement cost and its own cycle record.

Case mix characteristic Depth implication What to hold
Lifting demand concentrated on face and neck Deeper plane delivery is the workhorse Working probe plus a documented backup for that option
Broad demand across age groups and areas More than one plane is needed to serve it Several options, managed as a single inventory
Fine work on thinner-skinned areas Superficial plane delivery is required One probe, replaced on a cycle-based trigger
Occasional requests outside the core menu Delivery can be scheduled around availability No dedicated probe; plan the treatment, not the inventory
Referral-based, unpredictable demand Depth mix follows what referrers ask for Start narrow and add options as demand is evidenced

The third and fourth rows are where budget is most often wasted. A probe bought for occasional requests consumes capital and counts down while it waits, and a probe bought for a plausible but unproven demand does the same. Adding an option is a decision best made on evidence of requests rather than on the range available.

Ultherapy ultrasound transducer listed in the ALLWILL handpieces and consumables category for depth option planning
The treatment menu follows the depth options held, not the capability of the console.

Remaining Cycles and How to Read Them

A remaining-cycle figure is only useful when it can be reconciled to the platform’s own record, because a probe’s value is consumed by use rather than by time. The documented count and the count the console reports should agree, and where they do not, the lower figure is the one to plan against.

  • The count the platform itself reports, read at the console rather than taken from a document.
  • The count stated in the seller’s documentation, dated, so the two can be compared.
  • The treatments delivered by that probe, which give a burn rate per treatment.
  • The date of the last reading, without which the count cannot be converted into a horizon.
  • The depth option’s role in the schedule, since a workhorse probe consumes faster than a specialist one.
  • Whether the count is transferable evidence, or whether it rests on a verbal statement.
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Converting a count into a horizon is the step that makes planning possible. Dividing the cycles consumed since the last reading by the treatments delivered over the same period gives cycles per treatment, and dividing remaining cycles by that figure gives the number of treatments left. Only then does the probe become a date on a calendar rather than a number in a document.

Regulatory and standards references belong with the same file. The cleared indications and classification position for the market the platform operates in should be checked rather than assumed, with the FDA medical device portal and the electronic Code of Federal Regulations covering the United States and EUR-Lex the EU position including MDR 2017/745.

Verification Before Purchase

Verification establishes that the probe is what it claims to be, that its cycle position is as stated, and that it will be recognized by the console. Each of those can be tested, and a seller unable to support the tests is a seller whose documentation cannot be relied on. Electrical safety expectations for the platform the probe is fitted to are anchored to the IEC 60601 series in most clinical service programs.

  • The designation on the transducer itself, read from the unit rather than from a listing.
  • Console recognition, confirmed on the platform the probe will actually be used with.
  • The cycle count as reported by the platform, compared against the documented figure.
  • The condition of the active face and the connector, inspected rather than described.
  • The service history, where the probe has been handled or repaired.
  • The traceability chain back to the previous owner or to a distribution route.
  • The stated returns and warranty position, in writing.

Before signing or paying, verify:

  • That the probe is recognized by your console and reports a cycle count.
  • That the reported count is at least as high as the documented count, not lower.
  • That the depth option matches a role in your case mix rather than filling a gap in a set.
  • That the price reflects remaining cycles rather than cosmetic condition.
  • That any consumable items required alongside the probe are included and in date.
  • That the returns position is stated, and what condition it requires.
  • That a post-fitting verification or calibration step, where the platform requires one, is available.
  • That the transaction records will be handed over with the probe.

Genuine and Compatible Supply

Supply routes differ in traceability, and traceability is what allows a probe to be reconciled against the platform’s own cycle record. A probe that cannot be traced cannot be verified, and a probe that cannot be verified should be priced as an unknown rather than as a documented unit.

Supply position What it gives the buyer What to require
Traceable to the manufacturer’s distribution route Identification and a verifiable provenance Designation, cycle record, and condition statement in writing
Resold by a previous clinical owner A usable history, if records exist Service records and the platform-reported cycle count
Supplied with no provenance No way to confirm the count or the history Treat as an unknown-life consumable and value accordingly
Presented as original without supporting records An unverifiable claim Decline, or reprice to reflect the unverified position

The fourth row is the one to be strict about. The supply of consumable probe assemblies is an area where unverifiable items circulate, and the practical defense is not a judgement about the seller but a requirement for documentation that a genuine route produces as a matter of course. Where that documentation is absent, the decision should follow the evidence rather than the description.

Storage and Handling Requirements

Transducers are precision assemblies, and the handling arrangements in a treatment room were designed for a console rather than for a probe. The controls that matter are simple, and they protect an item whose value is consumed per treatment rather than depreciated over years.

  • A dedicated storage position per probe, so assemblies cannot knock against one another.
  • Protective caps or covers fitted whenever a probe is not in use.
  • Temperature and humidity held inside the range stated in the platform documentation.
  • Cleaning agents limited to those approved for the surface, since inappropriate chemistry can damage the active face.
  • Cables handled to their natural radius rather than coiled tightly.
  • Transport in a purpose-made case, secured so the assembly cannot move in transit.
  • A movement log for any probe that travels between sites, with the cycle count read on return.
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Two of these account for most avoidable losses. Impact damage to the active face is the most common cause of a probe failing before its cycle limit, and it is almost always a handling rather than a treatment event. Reading the count on return from any trip is what prevents a probe being used at a site whose records never reach the practice’s own file.

Maintenance and handling expectations should be measured against recognized practice rather than agreed informally, and bodies such as AAMI publish guidance that service functions use when defining intervals and documentation. Independent safety reporting belongs in the same record, because a notice affecting a platform can change both its operating envelope and its resale position; alert reporting of the kind published by ECRI is the customary source.

Cost Per Treatment Calculation

The consumable’s cost belongs in the price of the treatment rather than in a periodic invoice, and the figure that connects the two is cost per treatment. Calculating it converts a probe purchase into a unit cost that can be compared against the fee schedule and against alternative treatment options.

Input Where it comes from
Cost of the probe The purchase or replacement price, stated as a figure that can be modeled
Remaining cycles at purchase The platform-reported count, reconciled with the documentation
Consumables used per treatment The treatment protocol, including any single-use items
Treatments delivered per probe Cycles consumed per treatment, read from the record
Operator and room time per treatment The practice’s own schedule and staffing model
Unused capacity at end of life Cycles remaining when the probe is retired

The last input is the one most often omitted and the one that changes the answer. A probe retired with cycles still remaining carries a cost that was paid but never recovered, which raises the effective cost per treatment above the calculated figure. Tracking cycles against treatments delivered is what keeps that gap visible, and it is also the input that tells a clinic whether its treatment protocol is consuming more cycles per session than intended.

Ulthera Ultherapy platform listed in the ALLWILL used devices category for clinics comparing console and transducer positions
Cost per treatment is the figure that connects a consumable purchase to the fee schedule.

Planning Replacement Before Stockout

Replacement planning is a lead-time exercise, because a probe cannot be repaired locally and cannot be substituted across depth options. The plan needs a trigger calculated from the burn rate rather than a date selected in advance.

Step What to establish
Burn rate Cycles consumed per treatment, from the record and the schedule
Remaining cycles The platform-reported count, less any consumption since the reading
Projected demand Treatments expected over the coming period, per depth option
Quoted lead time Confirmed at the time of inquiry, since it changes between orders
Safety margin A buffer covering a busier period than planned
Reorder point Remaining cycles equal to projected demand over lead time plus margin
Verification time Time allowed to confirm recognition and cycle count on arrival
Record update The new count and date entered against the platform

Calculated this way, the reorder point is a quantity rather than a feeling, and it tells the practice how much cover it holds against how long a replacement takes to arrive. The category context sits under handpieces, transducers, and consumables, platform comparisons under brand and model buying guides, the pre-owned route under pre-owned and refurbishment, and a specification can be submitted through a quotation request.

Questions About Transducer Planning

What treatment is better than Ultherapy?

There is no single answer, because the platforms used for non-invasive lifting and tightening work through different energy types and target different tissue layers, and suitability depends on the patient and the anatomical area being treated. What can be compared is the treatment rationale each platform supports, the depth it can reach, the consumable cost per session, and how well it fits a given clinic’s case mix. That comparison is a clinical judgement rather than a ranking.

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What does an ultrasound transducer detect?

The answer depends on which kind of transducer is meant. In diagnostic imaging, a transducer emits ultrasound and detects the returning echoes, which is what forms the image. In a therapeutic platform of this type, the transducer delivers focused ultrasound energy into a defined tissue plane rather than producing a picture, and the depth option determines which plane is targeted.

What technology does Ultherapy use?

It uses microfocused ultrasound, delivered through a transducer that concentrates energy at a specified depth beneath the skin surface while leaving the tissue above it largely unaffected. The depth is a property of the transducer rather than a setting on the console, which is why the probes held by a clinic define its treatment menu. Cleared indications vary by market and should be checked on the regulator’s own listing.

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

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

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

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

        12. PROPRIETARY RIGHTS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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