At all times, the Device is and shall remain the exclusive personal property of Rohrer. Title to the Device shall not pass to Customer under any circumstances, and nothing in these Terms or in any communication between the parties shall be construed as transferring ownership of the Device to Customer. The Device is placed at Customer's premises solely for the limited rental, training, service, and support purposes described in these Terms.

Customer acknowledges and agrees that Rohrer will file a UCC-1 Financing Statement with the applicable Secretary of State (or equivalent filing office) in the state where the Device is located, identifying Rohrer as the secured party and the Device as collateral. This filing is made solely to perfect and provide public notice of Rohrer's continuing ownership interest in the Device. Customer hereby authorizes Rohrer to file, amend, and continue such financing statements and any related documents as Rohrer deems necessary throughout the placement period and until the Device is returned to Rohrer or a Discretionary Transfer (as defined in Section 13) is effected.

At any time during the first twelve (12) months following the installation date (the "Acquisition Window"), Customer may submit a written request to Rohrer expressing its interest in acquiring the Device by outright purchase (an "Acquisition Request"). Rohrer shall have no obligation to accept any Acquisition Request and may decline for any reason or no reason, in its sole and absolute discretion.

If Rohrer elects, in its sole discretion, to proceed with a sale following receipt of an Acquisition Request, the following shall apply:

• (a) Purchase Price. The purchase price shall be determined by reference to Rohrer's internal benchmark for the fair market value of the Device during the Acquisition Window, reflecting its estimated depreciated value. In connection with any sale Rohrer elects to make during the Acquisition Window, Rohrer may, at its sole discretion, apply a credit equal to the aggregate Monthly Rentals paid by Customer through the closing date, as a commercial accommodation in recognition of Customer's rental history. Customer acknowledges that: (i) Monthly Rentals paid prior to any acquisition are and remain consideration for the right to use the Device during the rental period and do not constitute payments toward any purchase price; and (ii) any credit applied by Rohrer at closing is a separate commercial concession made at Rohrer's discretion at the time of the sale, and not a contractual entitlement arising from these Terms.
• (b) Separate Instrument. Any acquisition shall be documented in a separate written purchase and sale agreement, executed by both parties, which shall govern the transfer of title and shall terminate this RAP arrangement effective upon closing and receipt of full payment. Until a separate purchase and sale agreement is fully executed and payment received in full, no acquisition shall be deemed to have occurred and these Terms shall continue in full force.
• (c) No Contractual Right. Customer acknowledges that this Section 1.3 confers no option, entitlement, right of first refusal, or enforceable right to acquire the Device, and that Rohrer's election to proceed with any sale is entirely voluntary. Customer has not entered into these Terms in reliance upon acquiring the Device during the Acquisition Window or at any other time.
• (d) Tax Consequences. Customer shall be solely responsible for any and all sales tax, use tax, or other transfer taxes arising from an acquisition transaction. Such taxes will be separately stated on the purchase invoice. Customer is encouraged to consult its own tax advisor in connection with any acquisition.

For the avoidance of doubt, the Monthly Rental is not, and shall not be construed as, an installment payment toward any purchase of the Device. Customer acquires no ownership interest in the Device through the payment of Monthly Rentals. The RAP arrangement constitutes a true rental, and Rohrer retains title to the Device at all times unless and until a separate purchase and sale agreement is fully executed and all consideration has been received by Rohrer.

Customer shall not remove, obscure, alter, or deface any serial number, identification plate, label, or other marking on the Device indicating Rohrer's ownership.

Customer shall not sell, assign, transfer, pledge, mortgage, sublicense, sublet, or otherwise encumber or dispose of the Device or any interest therein, or permit any lien, charge, or other encumbrance to attach to the Device. Any purported encumbrance shall be void.

The Device shall be kept solely at the address specified in the Order Form or Device Placement Schedule. Customer shall not relocate the Device without Rohrer's prior written consent, which shall not be unreasonably withheld.

Upon execution of these Terms and the accompanying Order Form, Customer shall pay Rohrer a one-time Clinical Training and Education Fee in the amount set forth in the Order Form (the "Initial Fee"). The Initial Fee covers: on-site clinical training by Rohrer-certified personnel; clinical education materials and device-specific instructional resources.

The cost of freight, shipping, and transportation is not included in the Initial Fee and shall be separately itemised on the invoice.

The Initial Fee does not represent consideration for any transfer of ownership, lease, rental, or any other property right in the Device. No tangible personal property passes to Customer in exchange for the Initial Fee.

Customer shall have thirty (30) calendar days from the date of Device installation (the "Evaluation Period") to evaluate the Device. Note: The Device Installation Date is the date that clinical education is provided to the customer. If Customer determines in good faith that the Device does not meet its reasonable clinical expectations, Customer may return the Device by written notice to Rohrer before the Evaluation Period expires. Upon timely return of the Device in the same condition as delivered, Rohrer shall refund the full Initial Fee within fifteen (15) business days.

Conditions:

• (a) Freight is not refundable;
• (b) Device must be returned in full working order with all original components;
• (c) If Customer generated clinical revenue from the Device during the Evaluation Period, the refund right is forfeited;
• (d) This right applies to the initial placement only;
• (e) The Device must be returned using the original packaging provided by Rohrer or other packaging approved by Rohrer in writing. If the original packaging is not retained, Customer shall be responsible for all costs associated with replacement packaging materials and shipping. Customer assumes all risks for damage resulting from improper or unapproved packaging.

Customer shall take no action that would adversely affect Rohrer's title to or interest in the Equipment. Customer shall promptly notify Rohrer of any defective or malfunctioning Equipment and shall not undertake any repairs or modifications to the Equipment without the express written consent of Rohrer. Customer shall keep the Equipment free and clear of all liens, claims, and encumbrances and shall provide reasonable access to the Equipment for Rohrer employees and representatives upon request.

Upon delivery of the Equipment, irrespective of the title remaining with Rohrer, Customer shall bear all risk of loss, damage, destruction, theft, taking, confiscation, or requisition, partial or complete, of or to Equipment or its use, caused or occasioned by acts or omissions of Customer, any of its agents, or any third-party ("Loss"). Customer shall notify Rohrer in writing within five (5) business days of learning of any such Loss. If Rohrer determines, in its sole discretion, that a Loss has materially impaired the Equipment or its use, Customer shall pay to Rohrer, within thirty (30) days of Rohrer's demand ("Loss Payment Date"), the loss value of Equipment as determined by Rohrer and all actual costs incurred as part of Rohrer's replacement efforts (i.e. transportation costs, etc.).

Except as provided in Section 2.4, the Initial Fee is non-refundable once training has been scheduled or delivered.

Customer represents and warrants that it and all personnel who will operate the Device are independently and properly qualified, licensed, registered, and credentialed under applicable state and federal law to provide aesthetic services using energy-based devices. Rohrer's training is limited to operational use and navigation of the Device and does not substitute for any professional licensure, credentialing, or clinical competency requirements.

It is noted, agreed and accepted by the customer, having read these terms and conditions that, Rohrer has no responsibility for clinical use, including supervision, patient outcomes, and compliance with applicable laws and licensing requirements.

Following the initial placement, Customer shall pay Rohrer a recurring monthly fee in the amount set forth in the Order Form (the "Monthly Rental"). The Monthly Rental covers the following bundled program elements:

• The right to access and use the Device at Customer's premises (device rental);
• Ongoing virtual device-specific training support. Note that any new onsite training at the request of the customer must be separately contracted and will incur a training fee. The clinical training fee cost is available on request.
• Continued service and support, while covered under the manufacturer's warranty or the purchased annual service contract, including corrective maintenance through repair, replacement, exchange, or provision of a loaner Device, as determined by Rohrer.
• Access to Rohrer's technical support helpline and service personnel; and
• Access to Rohrer's Documentation through Rohrer's portal.
• It is agreed, understood and accepted by the client that such service and support requires coverage under the manufacturer's 1 year warranty or the prior purchase of a service contract.

Manufacturer's Warranty — First 12 Months. The Device is supplied with a manufacturer's warranty covering the first twelve (12) months from the date of installation. During this warranty period, eligible manufacturing defects will be remedied by Rohrer at no additional charge to Customer, subject to the terms of the manufacturer's warranty and service contract detailed in these terms and conditions.

Annual Service Contract — From Month 13 Onwards. With effect from the first twelve-month anniversary of the installation date, and on each subsequent twelve-month anniversary thereafter for the duration of the placement, Customer shall be automatically invoiced for an annual service contract (the "Annual Service Contract") at the rate set out in the Order Form, initially $3,500 per annum. Customer, by signing these Terms, expressly subscribes to and authorizes the automatic invoicing and payment of the Annual Service Contract on each anniversary. The Annual Service Contract covers ongoing maintenance, software updates, and technical support for the Device for the relevant twelve-month period. The Annual Service Contract fee shall be subject to annual escalation on the same basis as the Monthly Rental under Section 3.5. The Annual Service Contract fee is due and payable within five (5) days of invoice. Failure to pay the Annual Service Contract fee shall constitute an Event of Default under Section 6.

Customer acknowledges that the Monthly Rental includes compensation for the rental of the Device — that is, the right to access and use the Device, which remains Rohrer's property, at Customer's premises. Rohrer retains title, custody, and ownership of the Device at all times.

Rohrer reserves the right, on reasonable advance notice (except in emergencies), to access the Device remotely for diagnostic, troubleshooting, or safety-related purposes. Customer shall have access to Rohrer's technical support personnel for remote guidance and assistance. Customer acknowledges that support under this Program is provided remotely and does not include on-site service, maintenance, or technical support unless otherwise expressly agreed to by Rohrer in writing.

The Monthly Rental is due and payable on the first day of each calendar month. Customer shall provide valid bank account details and hereby authorizes Rohrer to debit the Monthly Rental via ACH on the due date. If an ACH debit fails or is returned for any reason, Rohrer will charge the credit card on file as a fallback. Any payment processed via credit card will attract an additional surcharge of 3.0% of the amount charged. Customer is responsible for maintaining current and accurate bank account and credit card details with Rohrer at all times. Invoices outstanding beyond five (5) days of the due date will accrue a late payment charge of 5.0% per month (or the maximum rate permitted by applicable law, if lower).

On each twelve-month anniversary of the commencement date (each, an "Adjustment Date"), the then-current Monthly Rental and Annual Service Contract fee will each automatically increase by an amount equal to the lesser of: (a) the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the preceding twelve-month period; and (b) five percent (5%). By signing these Terms, Customer acknowledges and agrees to this automatic annual escalation and waives any requirement for further notice of the increase beyond the disclosure in these Terms. The maximum increase in any twelve-month period shall not exceed five percent (5%) regardless of CPI-U movement.

Rohrer operates the Device using an access code system. Customer is given clear and transparent notice of how this system works:

• (a) The Device requires a valid monthly access code to remain operational. Rohrer will issue each month's access code upon receipt of the Monthly Rental in full.
• (b) If the Monthly Rental for any month has not been received in full by Rohrer by the first day of that month, Rohrer will not issue an access code. Without a valid access code, the Device will automatically deactivate.
• (c) Customer acknowledges that automatic deactivation on non-payment is a known, disclosed, and accepted feature of the program. Deactivation is not a penalty.
• (d) Automatic deactivation does not constitute a breach of these Terms by Rohrer, does not give rise to any right of Customer to terminate these Terms, and does not affect Customer's payment obligations.
• (e) Upon receipt of any overdue Monthly Rental (together with applicable late charges), Rohrer will issue the relevant access code within one (1) business day of confirmed receipt.
• (f) Customer shall ensure it can receive the access code through the contact details specified in the Order Form and is responsible for maintaining current contact details with Rohrer.

The Monthly Rental and the Annual Service Contract shall each be invoiced as distinct, separately-stated charges. Applicable state and local rental and sales taxes will be separately stated on each invoice and are payable by Customer in addition to the Monthly Rental and Annual Service Contract fee.

The Monthly Rental constitutes, in part, consideration for the rental of tangible personal property (the Device) and is subject to applicable state and local sales and rental tax. Rohrer will collect and remit applicable taxes in accordance with its state registration obligations. The applicable tax amount will be separately stated on each invoice and is payable by Customer in addition to the Monthly Rental.

Customer shall operate the Device strictly in accordance with the Device's operating manual, instructions for use, labelling, and all other Documentation provided by Rohrer (collectively, the "Documentation"), including all updates and revisions thereto.

Customer shall use the Device solely for indications and procedures for which it has received FDA clearance, in strict accordance with the Documentation. Use outside cleared indications constitutes a material breach, voids warranty and service coverage, and entitles Rohrer to immediately demand return of the Device.

Customer shall ensure that the Device is operated only by personnel who: (a) have completed Rohrer's Device-specific training; (b) hold all licenses, certifications, and authorizations required by applicable state and federal law; and (c) operate the Device in compliance with all applicable scope-of-practice requirements.

Customer shall promptly notify Rohrer of any adverse event, injury, malfunction, or patient complaint arising from or related to the Device. This obligation survives termination.

Customer represents and warrants that it shall at all times comply with all applicable state and federal laws, rules, and regulations governing the operation of aesthetic devices, the provision of aesthetic services, and the conduct of its business. This obligation is continuing and is a material term of these Terms.

Customer specifically represents, warrants, and covenants that, to the extent required by applicable state law, it has engaged and maintains a duly licensed medical director with authority over and supervisory responsibility for the aesthetic services provided using the Device. Customer shall:

• (a) ensure that its medical director arrangement complies in all respects with applicable state law and regulations, including any requirements as to the nature of the supervisory relationship, on-site presence, and protocol approval;
• (b) maintain documentation of the medical director arrangement and provide evidence of compliance to Rohrer upon request;
• (c) notify Rohrer promptly if its medical director relationship terminates or is altered in any material way; and
• (d) promptly remedy any gap in medical director coverage as required by applicable state law.

Customer is authorized to use the Device solely: (a) at the premises identified in the Order Form; (b) for aesthetic procedures within the Device's FDA-cleared indications; (c) by personnel who have completed Rohrer training and hold applicable professional credentials; and (d) in strict compliance with the Documentation and all applicable laws and regulations.

Without limiting any other restriction in these Terms, Customer shall not:

• (a) use the Device for any procedure or indication outside its FDA-cleared use;
• (b) permit any person who has not completed Rohrer's Device-specific training to operate the Device;
• (c) sublet, loan, transfer, or otherwise make the Device available to any third party;
• (d) attempt to repair, modify, alter, or upgrade the Device without Rohrer's prior written consent;
• (e) use non-Rohrer-approved consumables, accessories, or replacement parts;
• (f) train or purport to train any person in the use of the Device without Rohrer's express written authorization; or
• (g) interfere with, bypass, or attempt to circumvent the access code system described in Section 3.6.

Rohrer's training and ongoing support are limited to device operation and navigation. Rohrer does not certify, license, or otherwise qualify Customer or Customer's personnel as aesthetic practitioners. Customer bears sole responsibility for ensuring that all personnel satisfy any professional, regulatory, or credentialing requirements applicable in the jurisdiction(s) in which the Device is used.

Each of the following shall constitute an event of default under these Terms:

• Customer's failure to pay any Monthly Rental within seven (7) calendar days of its due date (the "Grace Period");
• Customer's failure to pay the Annual Service Contract fee within seven (7) calendar days of invoice;
• Customer's failure to pay the Initial Fee or any other amount due;
• Customer's material breach of any representation, warranty, or obligation under these Terms;
• Customer's insolvency, assignment for the benefit of creditors, or commencement of bankruptcy proceedings;
• Customer's loss of any professional license or authorization required to operate the Device; or
• Any attempt by Customer or a third party to encumber, transfer, pledge, or seize the Device.

As described in Section 3.6, the Device will automatically deactivate on the first day of any month for which the Monthly Rental has not been received by Rohrer. If the Monthly Rental remains unpaid seven (7) calendar days after its due date, a monetary Event of Default shall be deemed to have occurred.

Upon a monetary Event of Default, Rohrer shall provide Customer with written notice specifying the amount overdue. Customer shall have seven (7) calendar days from receipt of such notice to pay all overdue amounts in full together with applicable late charges. For non-monetary Events of Default, Customer shall have seven (7) calendar days to cure, except that no cure period applies to prohibited use, access code interference, loss of license, or encumbrance/seizure.

If an Event of Default is not timely cured, Rohrer shall have the immediate and unconditional right to demand the return of the Device. Customer shall surrender the Device within forty-eight (48) hours of Rohrer's written demand. Should Customer fail to do so, Customer hereby grants Rohrer the irrevocable right to enter the premises and repossess the Device without liability.

Customer shall reimburse Rohrer for all reasonable costs incurred in recovering the Device following an uncured Event of Default, including transportation, storage, repair, and reasonable attorneys' fees.

Repossession does not relieve Customer of the obligation to pay all Monthly Rentals, Annual Service Contract fees, and other amounts accrued and unpaid through the date of repossession, together with any applicable late charges. Rohrer's exercise of its right to repossess the Device shall not constitute an election of remedies and shall not preclude Rohrer from pursuing any other remedy available at law or in equity, including claims for damages, loss of anticipated rental income for the remainder of the Initial Term, costs of refurbishment, and reasonable attorneys' fees. All rights and remedies of Rohrer under these Terms are cumulative and not alternative.

The Monthly Rental includes a rental component and is subject to applicable state and local sales and rental tax. Such taxes will be separately stated on each invoice and are payable by Customer in addition to the Monthly Rental.

The Clinical Training and Education Fee is charged solely for professional training and education services. No tangible personal property is transferred in connection with the Initial Fee. Freight, separately invoiced, may be subject to delivery or use tax in Customer's state.

The Annual Service Contract fee represents consideration for ongoing maintenance and technical support services. The applicable tax treatment of the Annual Service Contract fee shall be determined by Rohrer in accordance with applicable state and local law, and any applicable tax will be separately stated on each invoice.

To the extent any taxing authority imposes a use tax or similar obligation directly on Customer, Customer is solely responsible for such obligation.

Customer shall indemnify, defend, and hold harmless Rohrer and its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any use of the Device by Customer or its personnel, including any act or omission in connection with such use; (b) any breach of these Terms; (c) any violation of applicable law by Customer, including failure to comply with medical director requirements; (d) Customer's failure to maintain required professional licenses or credentials; (e) any use of the Device outside the scope permitted herein; (f) the general operation of Customer's business, including any act or omission of Customer, its employees, agents, contractors, or representatives; or (g) any patient care, treatment decision, clinical outcome, or adverse event arising from or related to the use of the Device. Customer acknowledges and agrees that all patient care, including patient selection, treatment protocols, informed consent, supervision, and clinical outcomes, is solely Customer's responsibility, and Rohrer has no liability whatsoever in connection therewith.

Rohrer shall indemnify, defend, and hold harmless Customer from and against any claim, loss, or liability arising directly from: (a) Rohrer's wilful misconduct or gross negligence in the provision of training or maintenance services; or (b) any third-party intellectual property claim arising from Customer's permitted use of the Device in accordance with Rohrer's Documentation.

Rohrer's training and technical support do not constitute medical, clinical, or professional advice. Customer is solely responsible for all clinical decisions, treatment protocols, patient selection, and patient outcomes.

All intellectual property in and relating to the Device, including hardware, software, firmware, access code technology, Documentation, and trade secrets, is and shall remain the exclusive property of Rohrer or its licensors. These Terms do not grant Customer any license to Rohrer's intellectual property except the strictly limited right to use the Device at the designated premises for the permitted purposes during any period for which a valid access code has been issued. Customer shall not, and shall not permit any third party to:

• (a) reverse engineer, disassemble, decompile, decrypt, or attempt to derive the source code, algorithms, or underlying structure of the Device or any software or firmware embedded therein;
• (b) copy, reproduce, modify, translate, adapt, or create derivative works based on the Device, its software, firmware, or any Documentation;
• (c) circumvent, disable, or otherwise interfere with any access control, security, or authentication mechanism incorporated in the Device;
• (d) use any of Rohrer's trademarks, trade names, logos, or branding without Rohrer's prior written consent; or
• (e) disclose any proprietary technical information relating to the Device to any third party.

Any breach of this Section shall constitute a material default entitling Rohrer to immediately terminate these Terms and recover the Device, without prejudice to any other remedy available at law or in equity, including claims for injunctive relief and damages.

Customer shall hold in strict confidence all Documentation, pricing, technical information, access code methodology, and other information provided by Rohrer that is identified as confidential or that a reasonable person would understand to be confidential. This obligation survives termination.

These Terms commence on the date of the signed Order Form and continue for an initial period of forty-eight (48) months (the "Initial Term"), unless earlier terminated in accordance with this Section. Following the Initial Term, the arrangement shall continue on a month-to-month basis unless terminated by either party on thirty (30) days' prior written notice.

Rohrer may terminate these Terms immediately, without further obligation, upon: (a) an uncured Event of Default; (b) Customer's loss of professional licensure or cessation of business; or (c) Rohrer's reasonable determination that continued placement of the Device creates a patient safety risk.

Customer may terminate these Terms upon thirty (30) days' prior written notice to Rohrer, provided all outstanding fees are paid in full. Early termination does not entitle Customer to any refund of the Initial Fee or any previously paid Monthly Rentals, except as provided in Section 2.4.

Upon expiration or termination for any reason, Customer shall immediately make the Device available for collection by Rohrer in full compliance with Section 6.4.

These Terms shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of laws principles.

Any dispute arising under these Terms shall first be subject to good-faith negotiation for thirty (30) days. If unresolved, disputes shall be submitted to binding arbitration in Jefferson County, Alabama, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Notwithstanding the foregoing, nothing in this Section shall limit or restrict Rohrer's right to seek, from any court of competent jurisdiction, without prior notice or the exhaustion of any negotiation or arbitration process:

• (i) emergency or interim injunctive relief to prevent irreparable harm, including to restrain unauthorized use or threatened disposition of the Device;
• (ii) enforcement of its UCC-1 Financing Statement, repossession rights, or any other secured party remedies available under the Uniform Commercial Code; or
• (iii) any other provisional or equitable relief to protect Rohrer's ownership interest in the Device.

The parties agree that any breach of Customer's obligations with respect to the Device would cause irreparable harm to Rohrer for which monetary damages would be an inadequate remedy.

The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship.

Customer may not assign or transfer any of its rights or obligations without Rohrer's prior written consent. Rohrer may assign these Terms to any successor or affiliate.

These Terms, together with the Order Form / Device Placement Schedule, constitute the entire agreement between the parties with respect to the Rohrer Advantage Programme device placement and supersede all prior agreements. No modification shall be effective unless made in writing and signed by an authorized officer of Rohrer.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

No failure or delay by Rohrer to exercise any right or remedy shall constitute a waiver thereof.

The parties intend to comply with the Anti-Kickback Statute (42 U.S.C. §1320a-7b(b)) and all applicable safe harbor regulations. No amount paid under these Terms is intended to constitute an inducement for the referral of patients or the ordering of any item or service covered by a federal or state healthcare program.

Neither Customer nor Rohrer are, by virtue of this Agreement or otherwise, willfully offering, paying, soliciting, or receiving remuneration in return for referring an individual to or from each other for the furnishing of any item or service reimbursed under the Medicare or other federal or state health care programs. The parties hereto represent, warrant and acknowledge that the amounts paid and payable hereunder by Customer to Rohrer, including the Minimum Purchase Commitment, have been determined by the parties through good-faith and arm's length bargaining, and are commercially reasonable and reflect the fair market rental/lease value of the Products. No amounts paid or payable hereunder are intended, nor shall be construed to be, an inducement or payment for referral of or recommending referral of, patients by Customer to Rohrer (or its affiliates), or by Rohrer (or its affiliates) to Customer, or for ordering, leasing or purchasing any item, product or service covered by any governmental or private health care payment program. The parties intend for this Agreement to comply with the Anti-Kickback Statute and the equipment rental safe harbor thereunder (42 C.F.R. §1001.952(c)).

Customer shall maintain, at its own expense, throughout the placement period, the following insurance coverages:

• General liability insurance, in amounts no less than $1,000,000 per occurrence and $3,000,000 in the aggregate, with Rohrer named as an additional insured;
• Professional liability (malpractice) insurance in amounts appropriate for Customer's scope of practice;
• Property insurance covering the Device while in Customer's care, custody, and control, naming Rohrer as loss payee; and
• Business interruption insurance in amounts sufficient to cover Customer's loss of revenue during any period in which the Device is temporarily unavailable, including as a result of Device breakdown, malfunction, repair, or any other cause.

Customer expressly acknowledges and agrees that, notwithstanding Rohrer's obligations under its service contract and its commitment to provide a swift response to any Device breakdown or malfunction, there may be periods during which the Device is temporarily unavailable for clinical use due to repair, maintenance, parts availability, or other circumstances. During any such period, Customer's inability to serve its clients is entirely Customer's commercial risk. Rohrer accepts no liability for any loss of revenue, loss of patients, loss of appointments, loss of goodwill, or any other direct or indirect financial loss suffered by Customer as a result of Device downtime. It is Customer's sole responsibility to secure and maintain adequate business interruption insurance coverage to protect against such risk. The warranty and service contract terms applicable to the Device are set out in Rohrer's manufacturer's warranty documentation and service contract terms and conditions (available at rohreraesthetics.com/terms/), which are incorporated into these Terms solely to the extent they relate to manufacturer's warranty coverage and the Annual Service Contract.

Customer shall provide Rohrer with certificates of insurance evidencing all required coverages upon request and shall ensure that each policy provides for at least thirty (30) days' prior written notice to Rohrer of cancellation or material reduction in coverage.

The Device is supplied with a manufacturer's warranty covering defects in materials and workmanship for a period of twelve (12) months from the date of installation (the "Warranty Period"). During the Warranty Period, Rohrer will, at its sole discretion, repair, replace, or exchange the Device, or provide a loaner Device, to address a manufacturing defect covered under the Manufacturer's Warranty.

The Manufacturer's Warranty does not cover accessories, consumables, or replacement parts damaged because of negligence. It applies only to the Device itself as placed under these Terms. The warranty is personal to Customer and is non-transferable.

With effect from the first twelve-month anniversary of the installation date, and on each subsequent twelve-month anniversary for the duration of the placement, Customer is required to maintain a current Annual Service Contract for the Device (the "Service Contract"). The Annual Service Contract is automatically invoiced on each anniversary and is payable within five (5) days of invoice. Customer's subscription to and authorization of this automatic invoicing is given by Customer's signature on these Terms.

Failure to pay the Annual Service Contract fee is an Event of Default under Section 6 and will result in Rohrer withholding the monthly access code, causing the Device to deactivate, until payment is received in full. No grace period applies to the Annual Service Contract beyond the seven (7) calendar day payment window. Rohrer will not issue the access code for any month commencing after the anniversary date until the Annual Service Contract fee for the new annual period has been paid.

During the Warranty Period and any active Service Contract period, Rohrer will:

• Provide an initial written or telephonic response to any reported Device issue within 24 hours (excluding weekends and holidays);
• Provide remote technical support, troubleshooting assistance, and diagnostics as reasonably necessary to assess and address reported Device issues; and
• Where Rohrer determines that a Device malfunction or failure cannot be resolved remotely, use commercially reasonable efforts to provide a replacement Device of the same model year or newer, when reasonably available, or a loaner Device of similar functionality, at Rohrer's sole discretion. Rohrer will use commercially reasonable efforts to ship such replacement or loaner Device for delivery within forty-eight (48) business hours, excluding weekends and holidays.
• Customer shall return the original malfunctioning Device to Rohrer within ten (10) calendar days of receiving a replacement or loaner Device. Failure to timely return the original Device may result in additional charges, suspension of service, deactivation of the Device, or termination of this Program.
• Any replacement or loaner Device may be new, refurbished, recertified, or previously deployed, provided it is in good working order and capable of performing its intended function.

Rohrer is the sole authorized service provider for the Device. Any maintenance, repair, modification, disassembly, or alteration performed by any person other than an authorized Rohrer representative shall constitute a material breach of this Agreement and may result in immediate termination of Customer's right under this Program.

Customer acknowledges that service under this Program is provided remotely and does not include on-site service visits. Delivery timeframes are estimates only and may be affected by carrier delays, weather events, inventory availability, or other circumstances beyond Rohrer's reasonable control. Customer acknowledges that no loaner device is guaranteed and accepts that Device downtime is its own commercial risk, to be managed through business interruption insurance as required under Section 12.9.

Throughout the Warranty Period and any active Service Contract period, Customer must:

• Operate the Device strictly in accordance with the Documentation and all applicable laws and regulations;
• Clean, store, and handle the Device in accordance with Rohrer's instructions and maintain it in good working condition;
• Use only Rohrer-approved accessories, consumables, and replacement parts;
• Report any Device malfunction or defect to Rohrer in writing within five (5) days of discovery;
• Cooperate with Rohrer's remote troubleshooting efforts and provide any information, photographs, videos, or diagnostic data reasonably requested by Rohrer;
• Exchange and return any malfunctioning Device, replacement Device, or loaner Device in accordance with Rohrer's instructions and within any timeframe specified by Rohrer; and
• Refrain from any attempt to repair, modify, alter, or disassemble the Device without Rohrer's prior written authorization.

Neither the Manufacturer's Warranty nor any active Service Contract covers damage, failure, or malfunction arising from or attributable to: misuse, abuse, neglect, or improper operation; failure to follow the Documentation; use of non-Rohrer-approved accessories or consumables; cosmetic damage that does not affect functionality; normal wear and tear; accident, fire, flood, or other external causes beyond Rohrer's control; or any maintenance, repair, or modification carried out by anyone other than Rohrer.

Where Rohrer determines, in its reasonable discretion, that the cause of a repair or replacement claim is attributable in whole or in part to Customer misuse, mishandling, negligence, improper operation or storage, or any other cause not constituting a manufacturing defect (a "Deductible Claim"), Customer shall be responsible for paying a Service Deductible of up to $750.00 per Deductible Claim (or a greater amount based on the applicable percentage of Rohrer's published repair price for the relevant component, whichever is higher). The Service Deductible is due and payable prior to Rohrer commencing any repair. Rohrer shall have no obligation to commence any repair until the Service Deductible has been received in full.

Rohrer reserves the right to deny warranty or Service Contract coverage for any Deductible Claim where its inspection indicates that the failure is not attributable to a manufacturing defect. In such circumstances, Rohrer may, at its reasonable discretion, designate the required work as a "Billable Repair." A Billable Repair is a repair service performed by Rohrer outside the scope of the Manufacturer's Warranty or any active Service Contract, where the damage or failure is determined to have been caused by Customer misuse, abuse, negligence, improper handling, or any excluded cause. Billable Repairs will be charged to Customer at Rohrer's then-current labor and parts rates, which will be provided to Customer in a written estimate prior to commencement of work. Customer's authorization of a Billable Repair and payment of the applicable charges are required before Rohrer is obligated to proceed. Customer's Deductible Claim history may be taken into account in determining renewal pricing or continued availability of any subsequent Service Contract.

Nothing in these Terms obligates Rohrer to transfer ownership of the Device to Customer. Notwithstanding the foregoing, following the completion of forty-eight (48) consecutive months during which Customer has remained in continuous good standing — meaning all Monthly Rentals and Annual Service Contract fees have been paid in full and on time, no Event of Default has occurred or is continuing, and Customer has at all times operated the Device in compliance with these Terms and the Documentation — Rohrer may, in its sole and absolute discretion, elect to transfer title to the Device to Customer at no additional charge (a "Discretionary Transfer"). Rohrer's discretion is unfettered and may be exercised or withheld for any reason, without liability to Customer.

Customer acknowledges and agrees that: (a) it has no right, option, or entitlement to receive a Discretionary Transfer; (b) Rohrer's election not to make a Discretionary Transfer shall not constitute a breach of these Terms or give rise to any claim against Rohrer; and (c) Customer has not entered into these Terms in reliance upon receiving the Device.

Any Event of Default during the 48-month period, even if subsequently cured, shall nullify Customer's eligibility for a Discretionary Transfer, subject to Rohrer's sole discretion to waive this in a separate written instrument.

Any Discretionary Transfer shall be on an "as-is, where-is" basis, with no warranty of any kind. Upon a Discretionary Transfer, all service, maintenance, and support obligations of Rohrer shall terminate immediately.

Customer acknowledges that receipt of a Discretionary Transfer may constitute taxable income equal to the fair market value of the Device at the time of transfer. Customer is solely responsible for all resulting tax obligations and is encouraged to consult its own tax advisor.

Customer's obligation to pay the Monthly Rental and Annual Service Contract fees continues uninterrupted throughout the 48-month period and until the effective date of a Discretionary Transfer or earlier termination.

Notwithstanding any other provision of these Terms, neither party shall be in breach of its obligations (other than payment obligations) to the extent that performance is prevented, delayed, or interrupted by circumstances beyond that party's reasonable control, including acts of God, natural disasters, pandemic, epidemic, fire, flood, earthquake, war, terrorism, civil unrest, government action, or failure of third-party infrastructure or supply chains (each, a "Force Majeure Event"). The party affected by a Force Majeure Event shall promptly notify the other in writing and shall use commercially reasonable efforts to resume performance as soon as practicable. For the avoidance of doubt, a Force Majeure Event does not excuse or defer Customer's obligation to pay the Monthly Rental, the Annual Service Contract fee, or any other amounts due under these Terms. Rohrer's service response timelines under Section 13.3 shall be extended on a day-for-day basis during the continuance of a Force Majeure Event affecting Rohrer's operations, without liability to Customer.

If Rohrer elects to make a Discretionary Transfer, the parties shall execute a short-form bill of sale prepared by Rohrer. Until fully executed, no Discretionary Transfer shall be deemed to have occurred.