Standard Terms and Conditions of Sale

Standard Terms and Conditions of Sale

Thank you for choosing Photonic Research LLC. Please read these Terms & Conditions (“T&Cs”), which contain important information about your relationship with Photonic Research, including mandatory arbitration of disputes between us, instead of class actions or jury trials. You will become bound by these provisions once you accept these T&Cs.


1. WHO IS THIS AGREEMENT WITH?
These T&Cs are an agreement between you and us, Photonic Research LLC, and our controlled subsidiaries, assignees, and agents.


HOW DO I ACCEPT THESE T&Cs?
You accept these T&Cs by doing any of the following things:

  • giving us a written or electronic signature or confirmation; or
  • activating, using or paying for the Service or a Device; or
  • opening the Device box.

If you don’t want to accept these T&Cs, don’t do any of these things.


When you accept, you're telling us that you are of legal age (which means you are either legally emancipated, or have reached the age of majority as defined in your jurisdiction) and that you are able to enter into a contract. If you accept for an organization, you're telling us that you are authorized to bind that organization, and references to "you" in these T&Cs may mean the organization.


2. WHAT IS INCLUDED IN THESE TERMS AND CONDITIONS?
In these T&Cs, you'll find important information about:
  • Photonic Research services provided to you (“Services”);
  • Any equipment for which we provide Service or which we provide to you to be used with our Service, such as a light therapy device, WiFi Router, or accessory (collectively, a “Device”);
  • Any charges, taxes, fees, and other amounts we bill you or that were accepted or processed through your Device (“Charges”);
  • Privacy information;
  • Network management practices;
  • Limitations of liability; and
  • Resolution of disputes by arbitration and class action and jury trial waivers (full terms available here).


3. ARE THERE ANY OTHER TERMS THAT APPLY TO ME?
Yes. Your "Agreement" includes these T&Cs, the additional terms found in your Rate Plan, your Data Plan, your Service Agreement, and provisions linked to from these T&Cs. Sections marked “*” continue after termination of our Agreement with you.


You should also be aware that our Privacy Policy applies to the use of our products and services. You might also have other agreements with us.

4. *HOW DO I RESOLVE DISPUTES WITH PHOTONIC RESEARCH?
By accepting these T&Cs, you are agreeing to resolve any dispute with us through binding arbitration or small claims dispute procedures (unless you opt out), and to waive your rights to a jury trial and to participate in any class action suit.


5. WHAT IS A RATE PLAN?
Your "Rate Plan" includes your Service allotments, for example, for minutes, messages or data, rates, and other terms. Photonic Research may introduce access to new technologies, features, or services that you can add for an additional charge. You can check your current usage by logging into your account at PhotonicResearch.com. If any term in your Rate Plan conflicts with these T&Cs, the term in your Rate Plan governs.


6. HOW DO I GIVE OTHER PEOPLE ACCESS TO MY ACCOUNT?
If you want someone else to be able to access and manage your account, you can establish them as an “Authorized User,” so they can:

  • Make changes to your account;
  • Add or remove services or features to your account;
  • Receive notices and disclosures on your behalf;
  • Purchase Devices for use with our Service, including under an installment plan; and
  • Incur Charges on your account.

You may designate an Authorized User online through your PhotonicsResearch.com account. Keep in mind that you should not share your account validation information, which includes the last four digits of your social security number or your passcode. An Authorized User will need to verify identity before we provide access to account information. When calling us, this requires presentation of the last four digits of the primary account holder’s social security number or the account PIN/passcode. This information is sensitive so take steps to protect it. We will treat presentation of the proper account validation information as authorized access to an account.


7. WHERE, HOW, AND WHEN DOES MY SERVICE WORK?
These T&Cs describe the experience you can` expect on our network, including information about our reasonable network management practices. We provide technical support and maintain a mirrored backup web site, and we may implement other practices to ensure optimized network performance as technologies evolve.


You will be assigned a secure server web address at PhotonicResearch.com that you may access over the Internet from any compatible web browser, whether on a computer, tablet, pad, smart phone, or other device. The Photonica App at that web address will verify that you are licensed by us in good standing to use the medical equipment and provide patient services, and that your account has sufficient prepaid minutes for the services that you wish to provide. If necessary, you will be prompted to purchase additional prepaid minutes.

Installation: You will need working Internet access with a static IP address. We will program a suitable WiFi Router for your use. The WiFi Router provided with your Device should be located near your provided medical equipment in order to assure a strong, reliable WiFi signal. The provided WiFi Router may be connected directly to your Internet modem by standard Ethernet cabling or an extender may be used.


Operation: Make sure the provided WIiFI Router is on. When you turn on your medical device, the “Power” indicator should illuminate on the medical device control panel. Once you login to PhotonicResearch.com, you will be directed to select from all of your available medical devices connected to that WiFi Router.


Once you select a listed medical device, the “Ready” panel indicator should illuminate on that medical device. You will be asked to select the treatment duration (in minutes), to enter any comments you wish to record, and to identify the patient. Once you click the “Start” button on the Photonica App, the web server will send a command to the provided WiFI Router at the static IP address that you provided, and that command will be routed by WiFi to the selected medical device (e.g., “ON for 8 Minutes”).


The “Active” panel indicator should illuminate while the device treats the patient. Your account’s prepaid minutes balance is reduced by the number of minutes used by this treatment. If you wish to relocate your Device to another street address, you will probably need a new static IP address. If you change your IP address, you will need to purchase a new WiFi Router. Please note that relocation of the Device to a particular address cannot be assured as there could be contractual or regulatory restrictions.


8. *WHAT ARE THE PERMITTED AND PROHIBITED USES FOR MY DEVICE AND THE SERVICES?
Our network is a shared data processing resource, which we manage for the benefit of all of our customers. Your Data Plan is intended for licensed patient services. Certain activities and uses of our Services and your Device are permitted and others are not. If you buy, lease, or finance a Device manufactured for use on our network, you agree, and we rely on your agreement, that you intend it to be activated on our Service and will not resell or modify the Device, or assist anyone doing so.


9. *WHAT HAPPENS IF MY DEVICE IS LOST OR STOLEN?
If you notify us that your Device is lost or stolen, we will suspend your Service to prevent usage of your prepaid minutes after you report that your Device is lost or stolen.


10. *HOW WILL I BE BILLED FOR USE OF THE SERVICES?
You agree to pay all Charges we assess and bill you or that were accepted or processed through all Devices on your account. Use any device with a compatible web browser to purchase prepaid services and products


11. *DOES PHOTONIC RESEARCH CHECK MY CREDIT?
No.


12. AM I REQUIRED TO MAKE A DEPOSIT?
No.


13. CAN PHOTONIC RESEARCH ACCESS MY DEVICE?
We may remotely test or activate your Device. These actions will not modify your Device, affect or erase data you have stored on your Device, the way your Device is programmed, or the way you use your Device.


14. CAN I DOWNLOAD AND USE THIRD PARTY CONTENT AND APPS ON MY DEVICE?
No.

15. *LICENSE
Your Device provides prescription-only medical services which are subject to patents, trademarks, copyrights, and trade secrets owned by affiliate Blue Water Innovations, LLC. Your licensure agreement specifies who may operate the patented, trademarked Device, which patients may receive the patented service-marked procedures, how the Device may be operated, and how the patented, trademarked Device and procedures may be advertised.

Your Device’s Software is licensed, not sold, to you by Photonic Research and/or other licensors for your personal, lawful use on your Device only as authorized by its license. Your Device’s “Software” includes its software, interfaces, documentation, data, and Content & Apps, as each may be updated or replaced by feature enhancements or other updates.


16. *WHAT IS THE TERM OF THESE T&Cs?
You may terminate your use of our Services at any time.

17. CAN PHOTONIC RESEARCH CHANGE OR TERMINATE MY SERVICES OR THIS AGREEMENT?
Yes. Except as described below, we may change, limit, suspend or terminate your Service or this Agreement at any time, including if you engage in any of the prohibited uses described here or the Device no longer resides at the static IP address. Under certain limited circumstances, we may also block your device from working on our network.

If you are on a price-lock guaranteed Rate Plan, we will not increase your Service charges for the period that applies to your Rate Plan, or, if no specific period applies, for as long as you continuously remain a customer in good standing on a qualifying Rate Plan. If you switch plans, the price-lock guarantee for your new Rate Plan will apply (if there is one). The price-lock guarantee is limited to your Service charges and does not include, for example, add-on features, taxes, surcharges, fees, or charges for extra features or Devices. If your Service or account is limited, suspended or terminated and then reinstated, you may be charged a reactivation fee.


18. *YOUR CONSENT TO BE CONTACTED
We may contact you without charge, on any wireless telephone number assigned to your account for any purpose, including marketing, and in any manner permitted by law. You also expressly consent to be contacted by us, and anyone contacting you on our behalf, for any purpose, including billing, collection, or other account or service related purpose, at any telephone number or physical or electronic address where you may be reached, including any wireless telephone number. You agree that Photonic Research, and anyone contacting you on our behalf, may communicate with you in any manner, including using a pre-recorded or artificial voice, using an automatic telephone dialing system to place calls or send messages, or alerts, or using an automatic e-mail system to deliver email messages. If a contact number you have provided to us is no longer your number, you agree to notify us promptly that you can no longer be reached at that number. You represent that you have received, and are authorized to convey to us, the consent of any authorized users on your account to be contacted by us as described in this Section. You agree that all consents provided in this Section will survive cancellation of your Service and account.


19. HOW DO WE NOTIFY EACH OTHER?
You may contact us at PhotonicResearch.com, by calling Technical Support at 1-800-392-5950, or by writing to: Photonic Research LLC, 1980 N. Atlantic Avenue, Suite 930B, Cocoa Beach, FL 32931. Photonic Research may deliver notices to you by mail, phone, or electronic means using your account information in our records. Electronic notices are considered delivered when sent. Mail notices are considered delivered 3 days after mailing. For multi-line accounts, we may assign a “Primary Telephone Number” to your account for the purpose of receiving notices, as well as for other purposes. If you would like to change it, contact us. To begin arbitration or any other legal proceeding, you must serve our registered agent. Our registered agent is Terry J. Ward II.


20. *HOW DO I RESOLVE DISPUTES WITH PHOTONIC RESEARCH?
Dispute Resolution and Arbitration. YOU AND WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL CLAIMS OR DISPUTES IN ANY WAY RELATED TO OR CONCERNING THE AGREEMENT, OUR PRIVACY POLICY, OUR SERVICES, DEVICES OR PRODUCTS, INCLUDING ANY BILLING DISPUTES, WILL BE RESOLVED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT. This includes any claims against other parties relating to Services or Devices provided or billed to you (such as our suppliers, dealers, authorized retailers, or third party vendors) whenever you also assert claims against us in the same proceeding. You and we each also agree that the Agreement affects interstate commerce so that the Federal Arbitration Act and federal arbitration law, not state law, apply and govern the enforceability of this dispute resolution provision (despite the general choice of law provision set forth below). THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE ARBITRATOR MUST FOLLOW THIS AGREEMENT AND CAN AWARD THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING ATTORNEYS’ FEES).


Notwithstanding the above, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE EARLIER OF THE DATE YOU PURCHASED A DEVICE FROM US OR THE DATE YOU ACTIVATED A NEW LINE OF SERVICE (the "Opt Out Deadline"). You must opt out by the Opt Out Deadline for each line of Service. Any opt-out received after the Opt Out Deadline will not be valid and you will be required to pursue your claim in arbitration or small claims court.


For all disputes, you must first give us an opportunity to resolve your claim by sending a written description of your claim to the address provided in the "How Do We Notify to Each Other" Section below. You and we each agree to negotiate your claim in good faith, and you agree that you may not commence any arbitration or court proceeding unless you and we are unable to resolve the claim within 60 days after we receive your claim description. You and we each agree that if you fail to timely pay amounts due, we may assign your account for collection, and the collection agency may pursue, in small claims court, claims limited strictly to the collection of the past due amounts and any interest or cost of collection permitted by law or this Agreement.


If the arbitration provision applies or you choose arbitration to resolve your disputes, then either you or we may start arbitration proceedings. You must send a letter requesting arbitration and describing your claim to our registered agent (see the “How Do We Notify to Each Other” section below) to begin arbitration. The arbitration of all disputes will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules in effect at the time the arbitration is commenced. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. The arbitration of all disputes will be conducted by a single arbitrator, who shall be selected using the following procedure: (a) the AAA will send the parties a list of five candidates; (b) if the parties cannot agree on an arbitrator from that list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. Upon filing of the arbitration demand, we will pay or reimburse all filing, administration and arbitrator fees. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees. In addition, for claims under $75,000 as to which you provided notice and negotiated in good faith as required above before initiating arbitration, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorneys’ fees and costs. Except for claims determined to be frivolous, we agree not to seek attorneys' fees in arbitration even if permitted under applicable law.



Go to the top of the page

CLASS ACTION WAIVER. YOU AND WE EACH AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION. If a court or arbitrator determines in an action between you and us that any part of this Class Action Waiver is unenforceable with respect to any claim, the arbitration agreement and Class Action Waiver will not apply to that claim, but they will still apply to any and all other claims that you or we may assert in that or any other action. If you opt out of the arbitration provision as specified above, this Class Action Waiver provision will not apply to you. Neither you, nor any other customer, can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt out requirements above.


JURY TRIAL WAIVER. If a claim proceeds in court rather than through arbitration, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.


21. *CHOICE OF LAW
This Agreement is governed by the Federal Arbitration Act, applicable federal law, and the laws of the state of Florida, without regard to the conflicts of laws rules of any state or jurisdiction. Foreign laws do not apply. Arbitration or court proceedings must be in Orange County, Florida.


22. *DISCLAIMER OF WARRANTIES
Except for any written warranty that may be provided with a Device you purchase from us, and to the extent permitted by law, the Services and Devices are provided on an “as is” and “with all faults” basis and without warranties of any kind. We make no representations or warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose concerning your Service or your Device. We can’t and don’t promise uninterrupted or error-free service and don’t authorize anyone to make any warranties on our behalf. This doesn’t deprive you of any warranty rights you may have against anyone else. We use secure servers but cannot guarantee that your Internet communications will be private or secure. it is illegal for unauthorized people to intercept your communications, but such interceptions can occur.


23. *LIMITATION OF LIABILITY
To the extent permitted by law, you and we each agree to limit claims for damages or other monetary relief against each other to direct and actual damages regardless of the theory of liability. This means that neither of us will seek any indirect, special, consequential, treble, or punitive damages from the other. This limitation and waiver also applies to any claims you may bring against any other party to the extent that we would be required to indemnify that party for such claim. You agree we are not liable for problems caused by you or a third party, or by any act of nature. To the extent permitted by law, you and we each also agree that all claims must be brought within 2 years of the date the claim arises.


24. *INDEMNIFICATION
You agree to defend, indemnify, and hold us and our directors, officers, and employees harmless from any claims arising out of use of the Service or Devices, breach of the Agreement, or violation of any laws or regulations or the rights of any third party by you, any person on your account, or any person you allow to use the Services or your Device.

25. ADDITIONAL TERMS FOR PREPAID CUSTOMERS
Your Photonic Research prepaid Service account balance, if sufficient, or your active prepaid plan, gives you access to our prepaid Service for a limited amount of time; you must use your prepaid Service during the designated period of availability. To use our prepaid Service you must have a Photonic Research prepaid Service account balance for pay as you go service or be on an active prepaid plan. Service will be suspended when your account balance reaches zero and/or you are at the end of the time period associated with your prepaid plan. If you do not have a sufficient Photonic Research prepaid Service account balance, your prepaid Service will be suspended unless you move to a pay as you go plan. If you do not reinstate prepaid Service within the required period based upon your service plan, your phone number will be reallocated. The Charges for Service and the amount of time that Service is available following activation of your prepaid Service account balance may vary; see your Rate Plan for more information. Prepaid Service is non-refundable (even if returned during any Cancellation Period), and no refunds or other compensation will be given for unused minute balances, lost or stolen prepaid cards, or coupons. You will not receive monthly bills.


26. WILL MY SERVICE VARY? WHAT FACTORS MAY AFFECT MY SERVICE?

As our customer, your network availability and quality may vary based on a number of factors, including your Internet Service Provider’s network. Outages and interruptions in Service may occur, and speed of Service varies.

We engineer our network to provide consistent high-speed data service, but at times our Internet web server host may experience technical difficulties. We may divert web traffic to a mirrored backup server in such an instance, and there may be temporary denial of service.

27. ARE THERE ANY OTHER COSTS?
Taxes: You agree to pay all taxes and fees imposed by governments or governmental entities. We may not give advance notice of changes to these charges. To determine taxes fees, we use the street address you identified as your Place of Primary Use (“PPU”). If you did not identify the correct PPU, or if you provided an address, such as a PO Box, that is not a recognized street address, does not allow us to identify the applicable taxing jurisdiction(s) or does not reflect the Service area associated with your IP Address, you may be assigned a default location for tax purposes. Except as may be otherwise required by law, in the event you dispute your PPU or the location we assigned you and the resulting taxes or fees applied on your bill, you must request a refund of the disputed tax or fee within 60 days of the date of our bill containing such tax or fee. Regardless of any Rate Plan guarantee, taxes and fees may change from time to time without notice.


Additional Terms
Taxes: You agree to pay all taxes and fees imposed by governments or governmental entities. We may not give advance notice of changes to these charges. To determine taxes & fees, we use the street address you identified as your Place of Primary Use (“PPU”). If you did not identify the correct PPU, or if you provided an address, such as a PO Box, that is not a recognized street address, does not allow us to identify the applicable taxing jurisdiction(s) or does not reflect the Service area associated with your IP Address, you may be assigned a default location for tax purposes. Except as may be otherwise required by law, in the event you dispute your PPU or the location we assigned you and the resulting taxes or fees applied on your bill, you must request a refund of the disputed tax or fee within 60 days of the date of our bill containing such tax or fee. Regardless of any Rate Plan guarantee, taxes and fees may change from time to time without notice.


28. ADDITIONAL SOFTWARE LICENSE TERMS
Except as permitted by applicable law, you may not assign, transfer, sublicense, copy, reproduce, redistribute, resell, modify, decompile, attempt to derive the source code of, or reverse engineer all or any part of the Software, or alter, disable or circumvent any digital rights management security features embedded in the Software. The Software may not be transferable from one Device to another Device. You may not create derivative works of all or any part of the Software. You agree the Software contains proprietary content and information owned by Photonic Research, its licensors, and/or other third parties. Photonic Research, its licensors, and such other third parties reserve the right to change, suspend, terminate, remove, impose limits on the use or access to, or disable access to, the Software at any time without notice and will have no liability for doing so. You agree that your violation of the Software license harms Photonic Research, its licensors, and/or other third parties, that this harm cannot be fully redressed by money damages, and that Photonic Research, its licensors, and such other third parties shall be entitled to immediate injunctive relief in addition to all other remedies available.


29. ADDITIONAL TERMS
If we don't enforce our rights under this Agreement in one instance, that doesn't mean we won't or can't enforce those rights in any other instance. If any part of the Agreement is held invalid that part may be severed from the Agreement.

You can't assign or transfer the Agreement or any of your rights or duties under it without our written consent. We may assign or transfer all or part of the Agreement, or your debts to us, without notice. You understand that the assignment or transfer of all or any part of this Agreement or your debt will not change or relieve your obligations under this Agreement.

The Agreement is the entire agreement between you and us regarding the rights you have with respect to your Service, except as provided by law, and you cannot rely on any other documents or statements by any sales or service representatives or other agents.

The original version of the Agreement is in English. To the extent there are conflicts between the English version and any other language version, the English version will control.

Export Control: Licensee certifies that it will be the recipient of the Products to be delivered by Photonic Research. Licensee understands that the associated hardware, software, and/or technical data ("products") listed on their Purchase Order may include items that are governed by the U.S. Export Administration Regulations("EAR"), by the U.S. Foreign Assets Control Regulations ("OFAC") and the International Traffic in Arms Regulations ("ITAR"). Licensee understands that its sale or distribution of said products may constitute exports or re-exports, and as such, must be in accordance with the requirements administered by Bureau of Industry and Security, Department of Treasury, and Department of State. It is understood that the country of ultimate destination, commodity classification, end-user, or end-use for any said products, could affect the applicable license requirements and exportability. Licensee agrees to consult various resources, such as the EAR, ITAR, and OFAC, by the U.S. Department of Commerce's Bureau of Industry and Security's ("BIS") Export Counseling Division, and other appropriate Government Sources to ensure that the sales and distribution of said products, is processed in accordance with all applicable laws. Photonic Research will not transfer any export-controlled products to a "non-U.S. Person" without the proper authority of the United States Government, and Licensee 's written approval.

Use of Products: Unless otherwise noted, Products/Services sold by Photonic Research are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If you use or sell the Products for use in any such applications: (1) You acknowledge that such use or sale is at your sole risk; (2) You agree that Photonic Research and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (3) You agree to indemnify, defend and hold Photonic Research and the manufacturer of the Products harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.


Force Majeure: Photonic Research is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond Photonic Research's reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Photonic Research from performance and barring remedies for non-performance. In an event of force majeure condition, the Photonic Research's time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Photonic Research to any liability or penalty. Photonic Research may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to Licensee.


Technical Assistance or Advice: If technical assistance or advice are offered or given to Licensee , such assistance or advice is given free of charge and only as an accommodation to Licensee . Photonic Research shall not be held liable for the content or Licensee 's use of such technical assistance or advice nor shall any statement made by any of Photonic Research's representatives in connection with the Products or Services constitute a representation or warranty, express or implied.


General: Licensee may not assign this Agreement without the prior written consent of Photonic Research. Photonic Research or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successor and assigns, (c) Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.


Use of the Equipment As Directed: Licensee agrees to use the Systems only in accordance with the instructions and written specifications provided by Licensing Company and manufacturer (including without limitation the maintenance and user manual for the product(s) and all applicable laws, rules and regulations, and all informed consent requirements associated with the use of the Systems).


ONLY THOSE INDIVIDUALS PROPERLY TRAINED AND CERTIFIED BY THE LICENSING COMPANY SHALL OPERATE THE SYSTEMS.


No Cut-Throat Pricing: Cut-throat pricing is strictly prohibited. Licensee shall not publicly offer prices that are significantly less, or publicly offer discount promotions that are substantially better, than the Manufacturer’s Suggested Retail Pricing for those services or those of other competitors in the area and in no event less than five hundred dollars ($500.00) per session.


Intellectual Property License: UltraSlim® is a registered trademark for the patented Systems and it is also a registered service mark for the patented UltraSlim® procedure for non-invasive fat reduction using non-coherent light. Licensing Company hereby grants Licensee a limited, non-exclusive, nontransferable license to use the related trademark, tradename, service mark, patents, copyrighted digital media, including but not limited to text copy, photos, and all other content on related websites (MyUltraSlim.com, WardPhotonics.com, etc.), and promotional materials supplied by Licensing Company to promote Licensee’s services.


Copyrights: Any photographs or other copyrighted intellectual property from Licensing Company must always be accompanied with copyright attribution if used by Licensee.

No Deceptive Representation: Licensee shall not use private-label branding or otherwise deceptively advertise or represent any UltraSlim® services or any service preformed using an UltraSlim® System in a manner intended to misrepresent, deceive, or to lead the public to believe that Licensee is not using UltraSlim® for the promoted services or clinical results. UltraSlim® is not a laser, laser like lipo, red light therapy, etc. UltraSlim® is a unique, patented device and patented method for non-invasive fat reduction using non-coherent light.


Licensee may not use any “daily deal” website, including without limitation, websites such as Groupon.com or LivingSocial.com, to promote any service performed using an UltraSlim® System or which is an UltraSlim® service.


Software Licensing Company or its licensor, as applicable, owns all right, title and interest to the software contained in or operating on or with the Systems (the “Software”). Licensing Company hereby grants Licensee a limited, non-exclusive, nontransferable license to use the supplied single copy of the Software for its associated System only in the manner described in the applicable user manual accompanying such System. Licensee shall not translate, disassemble, decompile, reverse engineer or modify the Software or make any copies of the Software or any documentation provided by Licensing Company, including but not limited to the user manual.


Term: The Agreement shall become effective as of the execution date and continue in effect for a period of seven (7) years (“Original Term”), unless earlier terminated as provided herein. The Agreement shall automatically renew for additional one (1) year terms (each, a “Renewal Term”), under the same terms and conditions as the Original Term, unless Licensing Company receives written notice of Licensee’s intent not to renew at least thirty (30) days prior to the expiration of the Original Term or of any Renewal Term.


No Money-Back Guarantee: There is not a money-back guarantee. Except as provided herein, if the Agreement is terminated, no refunds will be made to Licensee .


Confidentiality: Licensee acknowledges that, in connection with the performance of this Agreement, it may receive certain confidential or proprietary technical and business information and materials of Licensing Company (the “Confidential Information”). Licensee hereby agrees: (i) to hold and maintain in strict confidence all Confidential Information; and (ii) not to use or disclose any Confidential Information except as permitted by this Agreement. Licensee will use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of like importance, and in no event shall such degree of care be less than reasonable care. Licensee agrees that it will only provide Confidential Information to those employees who have a need to know for the purposes of this Agreement. Licensee agrees that it shall not disclose the Confidential Information to any third party, including third party contractors, without written authorization from Licensing Company. Licensee acknowledges that the design and construction of these patented Systems are secret, proprietary information and warrant that no person shall be allowed to open the Systems or to look inside the Systems.



Revised 18 September 2020
Go Back