Purchase Agreement (Lipo Laser: H2 Body Slim Elite)

This Equipment Purchase Agreement (“Purchase Agreement”) is entered into by Healthy Habits Management Company at 14 S Baltic Place, Meridian, ID 83642, (hereinafter referred to as “HHMC”), the Company and Client Name listed above (hereinafter referred to as “Client”) to enable HHMC to provide equipment and services to Client under the terms and conditions set forth herein.

1. Equipment Type: LED Lipo Light Body Slimming Machine ("Machine")
   
   


2. Services and Training:
   
   
   
   • Machine Operation & User’s Manual with protocols:
     
     
     
     • Weight Loss
     
     
     • Body contouring
     
     
     
     
   
   
   • Patient packages and memberships with pricing guidelines and discounts
   
   
   • Weight loss protocol for patients and training
   
   
   
   
   


3. Acceptance and Warranty: HHMC makes no warranty, representation, or guaranty that Client will experience any business success as a result of or that may be attributed to the Services and Training in section 2, or the use of the materials provided by HHMC to the Client pursuant to the terms of this Purchase Agreement.
   
   


4. Limited Warranty and Claim: HHMC warrants that each Machine sold to Client pursuant to this Purchase Agreement will be free from any material defects in design, materials and workmanship ("Limited Warranty") for the period of twenty-four (24) months (“Warranty Period”) from the date of delivery/final acceptance of the Machine by Client. If, during the Warranty Period, Client notifies HHMC in writing and with accompanying video(s) and/or picture(s) that the Limited Warranty is breached with respect to a Machine, and demonstrates material defect(s) in design, materials and workmanship, and none of the exceptions specified below herein exist, then HHMC shall, at its expense, repair or replace defective equipment or components only and use commercially reasonable efforts to correct any other material defect(s) in designs, materials and workmanship identified in writing by Client. All warranty claims must be in writing along with video and/or pictures must accompany the claim via email or mail. Once HHMC receives claim and video/pictures, HHMC will investigate the claim. HHMC may request machine or components to be shipped at Client expense to further investigate. During such time, Client may be without Machine for an extended period of time and HHMC is not liable for any damages, losses, or issues arising from the machine not being available. This Limited Warranty shall not apply: (i) if the Machine has been modified, changed or altered by anyone other than HHMC; (ii) if the Machine is improperly installed and HHMC did not provide the installation services, (iii) if the Machine is being improperly operated and/or used in any way other than as contemplated by its specifications; (iv) or negligence by the Client by mishandling, overuse, or dropping of any components or machine: or (v) if the damage or defect is caused by fire, flood, wind, lightning or similar occurrences. If any of Client’s warranty claims fall within any of the above exceptions, then the Limited Warranty shall become immediately null and void and shall be of no further force or effect with respect to such Machine and Client shall pay HHMC’s costs of investigating and identifying the problem, and HHMC’s expenses to repair or correct the problem, based on HHMC’s then-current charges.
   
   Client may purchase an extended Limited Warranty for an additional twelve (12) months or twenty-four (24) months. The cost for an additional twelve months (12) is a one-time fee of $2500.00. This cost may be added to the Purchase Price to be financed, or Client may pay HHMC in full by ACH. The cost for an additional twenty-four (24) months is a one-time fee of $3500.00. This cost may be added to the Purchase Price to be financed, or Client may pay HHMC in full by ACH. The extended Limited Warranty is an extension of the Limited Warranty defined in this section 4.
   
   


5. Compliance with Laws: Client represents that he/she will, at his/her expense, obtain all licenses, pay all fees, and comply with all federal, state and local laws, ordinances, rules, regulations applicable to Client's performance of professional obligations related to this Purchase Agreement, including without limitation, obligations related to patient case management and office administration. Client acknowledges that HHMC makes no warranty, representation, or guaranty that the Services and Training and materials provided, as defined herein, comply with federal, state, or local practice act statutes, regulations, or rules. Client is responsible to make sure all materials and information provided by HHMC comply with local and state policies and rules. Nothing in this Purchase Agreement shall be construed as permitting or obligating HHMC to, at any time, exercise direct supervision or control over Client’s professional judgment in the care of patients. Client is responsible for patient care decisions at the time of treatment. Further, this Purchase Agreement does not create a partnership, joint venture or similar relationship between the parties and neither party will have the power to obligate the other in any manner whatsoever.
   
   HHMC makes no legal representation or acts as an independent legal advisor regarding any issues of a legal nature. Client agrees to comply with all laws and regulations affecting the Client’s practice.
   
   


6. Indemnification: Client hereby agrees to indemnify HHMC, its affiliates, agents, joint ventures’ and their members, directors and/or employees from any and all claims, demands, litigation, expenses or liabilities (including costs and attorneys’ fees) of every kind and character arising from or incident to the performance of Services and Training and the Materials provided, as defined herein, and/or the use thereof. This includes but is not limited to indemnification relating to infringement of copyright, trademark, patent or other intellectual property rights. Client further agrees to indemnify, defend and hold harmless HHMC against all claims, losses, liabilities and demands the Client may suffer arising out of (a) any breach of the terms of this Purchase Agreement by HHMC or (b) the performance of the Services and Training by HHMC.
   
   


7. Notices: Any notices required under this Purchase Agreement will be sent to the addresses stated herein at the beginning of this Purchase Agreement. For the purposes of this Purchase Agreement, HHMC’s representative will be Kimball Lundahl.
   
   


8. Payment(s): All payments herein shall be made payable to “Healthy Habits Management Co.” in U.S. dollars, and directed to the address above. (1) It is the Client’s responsibility to update HHMC of any changes to payment information. Failure to do so could result in a late/default payment. Please make sure to update prior to your next payment due date. (2) Client is responsible for any sales tax, shipping charges, or other government charges if any. (3) Client is responsible to make sure all Materials and marketing comply with local and state policies and rules. (4) Client authorizes HHMC to withdraw payments as listed in this Equipment Purchase Agreement. Payments to HHMC may be made via ACH or through third party financing.
   
   


9. Default: In the event Client fails, refuses or neglects to pay the monthly payments due per this Purchase Agreement, HHMC may submit this Purchase Agreement for collection. All costs of collection (including reasonable attorney fees) shall be paid by Client.
   
   


10. Modifications or Amendments: No modifications or amendments will be made to this Purchase Agreement unless in writing and signed by the parties.
    
    


11. Governing Law: This Purchase Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho without regard to the choice of law rules therein.
    
    


12. Entire Agreement: This Purchase Agreement, together with the attached Exhibit A, constitutes the entire agreement between the parties and supersedes all prior oral and written communications, agreements and understandings with respect to the subject matter herein contained
    
    


13. Refund Policy: HHMC does not provide refunds. All sales are final.
    
    


14. Phone Call Recordings: Client agrees and consents to any and all phone calls with HHMC may be monitored and recorded for record-keeping, training and quality assurance purposes.
    
    


15. Electronic Signatures: This Purchase Agreement may be executed and delivered in original form or by electronic facsimile, in one or more counterparts, and each counterpart will be read and construed as one and the same instrument as if the parties had executed the same document in the presence of each other.

HHMC and Client, intending to be legally bound, have caused this Purchase Agreement to be executed on the dates set forth below