Terms and Conditions

Welcome to Optiv Vision!

TERMS AND CONDITIONS ADDENDUM TO CUSTOMER PURCHASE AGREEMENT BETWEEN CUSTOMER AND OPTIV VISION, LLC

This Terms and Conditions Addendum to the Customer Purchase Agreement between Customer and Optiv Vision, LLC (this “Addendum”) is incorporated into the Customer Purchase Agreement governing the purchase of photobiomodulation (PBM) system(s) from Optiv Vision, LLC by Customer (including any order form, statement of work, purchase order, or other ordering document issued thereunder). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Customer Purchase Agreement.

As set forth below, Optiv Vision, LLC reserves the right to amend this Addendum at any time. Customer should review these terms carefully, as they govern each party’s rights and responsibilities concerning the purchase and use of PBM System(s).

I. Purchase Restrictions All sales under the Customer Purchase Agreement are final and non-refundable. No right of return is granted. Due to ongoing improvements, prices and specifications may change without prior notice (to the extent permitted by applicable law).

Customer grants Optiv Vision, LLC a security interest in any purchased System and proceeds to secure full payment. Upon default or breach, Optiv Vision, LLC may enter the Customer’s facility to recover the System. Customer may not transfer, pledge, or encumber the System until paid in full.

Past-due payments shall accrue interest at the lesser of 1.5% per month or the maximum allowed by law. Customer shall also reimburse Optiv Vision, LLC for reasonable costs incurred in collecting overdue payments.

II. System Ownership and Use FOB Origin. Title and risk pass to Customer once the carrier signs the bill of lading. Customer assumes responsibility for insurance and any transportation-related loss or damage.

Responsibility and Compliance. Optiv Vision, LLC makes no guarantees regarding compliance with medical regulations or treatment protocols. Customer is solely responsible for lawful and appropriate use of PBM Systems, and agrees to indemnify and hold harmless Optiv Vision, LLC and its affiliates from all liability related to use of the System.

Limitation of Liability. Optiv Vision, LLC’s liability shall not exceed the amount paid for the System in question. Customer assumes all responsibility for indirect or consequential damages, including personal injury, property damage, or lost profits.

Licensing & Compliance. PBM devices may be restricted to licensed medical or wellness professionals. Customer warrants they are either (a) appropriately licensed to use the System, or (b) purchasing under the direction of someone who is. Customer has independently verified applicable regulatory requirements and does not rely on any representation from Optiv Vision, LLC about legal use. Customer will ensure the System is used only by qualified personnel in accordance with all laws.

Software License. If software is included, Customer receives a license for use strictly with the PBM System. No ownership or IP rights are transferred. Software may require agreement to end-user terms.

Assignment. The Customer Purchase Agreement is not assignable without prior written consent from Optiv Vision, LLC.

Third Party Products. If Customer purchases third-party products through Optiv Vision, LLC, those items are governed by the third party’s terms. Optiv Vision, LLC disclaims responsibility or warranty for third-party items.

Third Party Training. Any supplemental education purchased from third parties is not endorsed or warranted by Optiv Vision, LLC.

Termination of Use. Customer’s rights to operate the System and use the software will terminate if they breach the Agreement.

Additional Remedies. Optiv Vision, LLC may withhold future product shipments or support services if the Customer breaches any terms.

Attorneys' Fees. The prevailing party in any legal dispute will be entitled to recover attorneys' fees and associated costs.

Venue & Governing Law. All disputes shall be governed by Delaware law and resolved exclusively in Delaware courts.

Entire Agreement. This Addendum and the Purchase Agreement constitute the entire agreement between the parties.

Amendment. Optiv Vision, LLC may amend these terms at any time by publishing updates or providing notice to the Customer.

III. Warranty Information System Warranty. Optiv Vision, LLC warrants that its PBM Systems will materially conform to specifications for twelve (12) months from shipment, provided the System is used properly. Optiv Vision, LLC may repair or replace defective units at its discretion.

Warranty becomes void if the System is improperly used, altered, or serviced by unauthorized personnel.

Consumables and accessories are warranted for thirty (30) days from shipment. Replacement parts are warranted for ninety (90) days.

ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation of Liability. Optiv Vision, LLC will not be liable for any indirect, incidental, special, or consequential damages, including lost profits or downtime.

Returns. All returns require prior approval and a RETURN MATERIALS APPROVAL (RMA) document. Damaged or altered Systems may not be returned.

IV. Launch Event Terms (if applicable) If Optiv Vision, LLC agrees to provide launch support services, such services:

• Must be used within 9 months of shipment

• Are only available to the purchasing Customer

• Are not transferable or refundable

• Are provided "as is" with no guarantees of outcome

• Require Customer cooperation

Optiv Vision, LLC disclaims all liability related to Launch Services.

V. Upgrade Program Terms (if applicable) If Customer purchases a PBM System under an Upgrade Program:

• The original System must be returned upon full payment

• Failure to return entitles Optiv Vision, LLC to charge full retail for the upgraded unit

• Consumables from the original System are non-refundable

• Customer warrants clear title to the original System

• Eligibility for the program may be revoked if Customer breaches any terms or misrepresents ownership

Customer agrees to indemnify and defend Optiv Vision, LLC for any damages related to Upgrade Program violations.

This Addendum is legally binding and enforceable alongside the Customer Purchase Agreement. If you have questions or need clarification, please contact Optiv Vision, LLC at your earliest convenience.