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Contents

  1. Purchase Agreement General Terms and Conditions (Click here for PDF)
  2. Dispute Resolution Policy (Click here for PDF)
  3. Sales Agreement Terms and Conditions (Click here for PDF)
  4. Blue Dot Protection Plan General Terms and Conditions (Click here for PDF)
  5. Electronic Signature Policy (Click here for PDF)

SENTIENT LASERS PURCHASE AGREEMENT GENERAL TERMS AND CONDITIONS

Effective January 13, 2021
The following terms and conditions apply to the purchase of goods by Sentient Lasers, LLC as initialed and agreed to in the Seller’s Cover Sheet for Sentient Lasers’s Purchase Agreement:

  • A. Transfer of Title: SL’s written approval of this Agreement shall constitute Seller’s irrevocable grant and conveyance to SL and any of SL’s successors and/or assigns, of all of the Seller’s right, title and interest to the Equipment free and clear of all liens and encumbrances, the consideration for which grant and conveyance is the right granted herein to SL to purchase and the right of Seller to sell the aforesaid Equipment on the terms stated herein. Seller hereby waives defense to entry of an order of replevin if necessary, any claim for specific performance, and any other possessory claim or defense relating to the Equipment stated herein.
  • B. Seller’s Representations: Unless otherwise expressly noted in the Seller’s Cover Sheet for Sentient Lasers’s Purchase Agreement, and as a material inducement for SL to approve that Purchase Agreement and Cover Sheet, Seller represents that specifically to sell the Equipment to SL, (1) Seller has examined the Equipment; (2) Seller represents that the Equipment is in all respects free of patent and discoverable latent defects, and without physical damage; (3) Seller owns the Equipment or is authorized to sell, convey title and deliver the equipment to SL; (4) the Equipment is free of liens or any encumbrances; (5) Seller hereby agrees that as a material part of the consideration for this contemplated transaction and for the agreed purchase price, Seller shall promptly on SL’s request, provide all Serial Numbers for the Equipment, all of the Equipment’s hand piece information and all accessories, manuals, and original information from the manufacturer regarding the Equipment, and that (6) failure by Seller to provide this information, or any inaccurate or false representation hereunder shall be a repudiation and material breach of contract which, in SL’s sole discretion, may be grounds to void and cancel said Purchase Agreement at Seller’s expense with no disbursement or return of the Holdback, which Holdback shall be deemed SL’s property.
  • C. Seller’s Warranty Against Senior Liens. In addition to Seller’s representations above, Seller further acknowledges that SL is entering into said Purchase Agreement in reliance upon Seller’s warranty under this paragraph, and that no UCC lien rights or senior secured creditor rights exist with regard to or encumber the Equipment. Pursuant to this warranty, Seller hereby indemnifies SL against any cost, expense or loss incurred by SL, including the cost of retaining and paying for legal services, and including the payment of any legitimate demand by a senior secured creditor or UCC lien holder to remove and/or release the secured creditor interest or UCC lien from encumbering the property. As part of Seller’s material inducement to SL to purchase the Equipment, Seller agrees to immediately deliver payment in full of any indemnification expenses that may be demanded by SL pursuant to this provision.
  • D. SL’s Remedies for Breach: If Seller breaches any representation(s) or warranties made or given herein, SL may, at its sole option and without limiting any other remedies available to SL under these Terms and Conditions or any applicable law, (1) demand and receive an immediate full refund of all monies SL had previously paid to Seller, together with immediate reimbursement for all repair charges or applicable freight and handling charges which SL may have incurred, including but not limited to the cost of returning any or all of the equipment to Seller; or (2) demand that Seller immediately reimburse SL for the cost to repair or replace the Equipment as necessary to achieve SL’s expectation of condition and performance under the contract. SL shall have the absolute right to determine and offset against any Holdback, the costs to repair or replace the Equipment or its components, which costs and extent of repairs SL shall determine in its sole discretion upon inspection of the Equipment, as necessary to achieve SL’s expectation of conditions and performance based on Seller’s representations herein.
  • E. Duty to Defend and Indemnify: Seller, for its successors and assigns, does hereby covenant and agree with SL, its successors and assigns, that Seller hereby warrants that at its sole expense it shall defend the sale of the Equipment hereunder, from and against, without limitation, any and all persons or entities whatsoever who attempt to assert an interest in the Equipment, and/or make a claim that is attributable to or derives from the action or conduct of Seller in any way. Seller also hereby indemnifies and holds SL harmless from any and all damages (including, without limitation, for SL’s reasonable attorney fees and costs) arising from any claim, action or proceeding brought against any party hereto that: (a) alleges title to the Equipment rests with a party other than SL or Seller; (b) seeks to enforce a lien and/or other encumbrance on the equipment; and/or (c) seeks to hold SL responsible for defects in the Equipment, the proximate cause of which may modifications or repairs which Seller may be have made to the Equipment, and/or are otherwise due or attributable to fault or neglect of the Seller, Seller’s agents and/or employees.
  • F. Entire Agreement / Modifications: This Agreement together with Sentient’s online Dispute Resolution Policy, to which Seller hereby acknowledges having read and to which Buyer agrees, constitutes the complete understanding and intent of the parties concerning the subject matter hereof and supersedes all prior understandings, negotiations or offers, written or oral. Neither the Purchase Agreement nor these terms and conditions may be amended, except in writing signed by an authorized representative of SL or SL’ s CEO. Seller hereby represents that it has read and understands every word and each provision of this Agreement, has had ample time to ask questions and to seek legal counsel if before signing this Agreement, Seller had any questions about any aspect of this Agreement. Seller shall not insert or attempt to insert any additional or different terms pertaining to the sale of the products and/or services hereunder. No such attempts by Seller can be construed as SL’s acceptance of any additional or different terms. Any purported changes, alterations, modifications, amendments, or additions that do not precisely fulfill this requirement are invalid. The provisions and language of the Purchase Agreement and these Terms shall be given their fair meaning shall not be strictly construed against either party.
  • G. Business-to-Business; Transaction Between Merchants Under Utah Uniform Commercial Code Section 70A-2-104. The Parties agree this is a business-to-business transaction, and in no way a consumer transaction. Seller hereby affirms that its status as a Merchant hereunder precludes and waives any and all possible future claim by Seller that any provision in this Agreement is a surprise, oppressive or unconscionable. The Parties hereby expressly exclude from this Agreement or the understandings of the Parties: (a) Rule R152-11, Utah Consumer Sales Practices Act Rule; (b) any analogous or any other consumer protection law, statute or regulation in any State of the United States; and (c) any federal consumer protection statute or regulation.
  • H. Escrowed Transactions. For any transaction in which the Parties agree to use a third-party escrow agent, these Terms prevail over any conflict or inconsistency between these terms and any of the escrow agents terms and conditions, especially regarding dispute resolution. If any dispute between the Parties arises during the pendency of an escrowed transaction between the Parties, either or both party shall immediately provide the escrow agent with a copy of these Terms, and shall direct the escrow agent to hold any escrowed funds until resolution of the dispute pursuant to Sentient’s Dispute Resolution policy, or that the escrow agent shall interplead the escrowed funds with a court of competent jurisdiction. In this circumstance, this Paragraph shall establish the intent of both Parties the neither shall have a superior claim to said funds, that both Parties intend a full and final resolution pursuant to Sentient’s Dispute Resolution Policy before either Party has any right to any part or all of the escrowed funds.
  • I. Severability: If any provision of these Terms is, for any reason, held invalid or
  • illegal in any respect, such invalidity or illegality will not affect the validity of the Purchase
  • Agreement, these Terms or or the enforceability of the remaining provisions.
  • J. Notice. Any required notices shall be provided in writing to Seller at the address or by email as set forth in the Purchase Agreement Cover Sheet, and to SL by email to Sales@sentientlasers.com or by overnight carrier to Sentient Lasers, LLC c/o Chris Cella, CEO, 4383 N Forestdale Dr., Park City, UT 84098, or to such other address as either party may substitute by written notice to the other.
  • K. Acknowledgement of Agency: Seller acknowledges that if [TheLaserTrader] or [MedPro, Inc.] acts as an Agent for Sentient Lasers, LLC (“SL”), as may be indicated on the Purchase Agreement Cover Sheet, that pursuant to such agency, SL will be responsible for certain aspects of this transaction, which may include, but are not limited to payment, billing, logistics and shipping, and any post-delivery matters.

DISPUTE RESOLUTION POLICY

EFF. JANUARY 12, 2021

  1. Choice of Law. Parties to transactions or contracts with Sentient Lasers, LLC (“Sentient”), and such contracts themselves, shall be governed by and construed in accordance with the laws of the State of Utah, including the Utah Uniform Commercial Code, without reference to its conflicts of laws principles, and with express, intentional waiver of objections to in personam jurisdiction in the federal or state courts of the State of Utah.
  2. Extrajudicial Dispute Resolution. Sentient and its counter-parties to all its transactions, agreements or contracts agree that private resolution without a jury trial, encourages broad enforcement of this extrajudicial dispute resolution policy, by which all counter-parties to a Sentient transaction or contract voluntarily agree. The Parties agree that any dispute, controversy, or claim (contractual or otherwise) arising out of, relating to, or in connection with any contract to which Sentient is a signatory, including but not limited to issues regarding the notice, formation, consideration, applicability, who is bound, breach, termination, validity or enforceability thereof, shall be submitted for strictly confidential arbitration, unless Sentient proceeds under paragraph 5 hereof.
    1. 2(a). Credit Card Chargebacks. Any Buyer of a good or service from Sentient hereby expressly waives its rights to attempt or effect any chargeback on any credit card. It is the express, present intent of the Buyer never to make a credit card chargeback to resolve any dispute arising hereunder. Specifically, the Buyer hereby agrees that any claim, dispute or request that otherwise might or could support a credit card chargeback in favor of Buyer, but for this paragraph, shall be a dispute expressly and exclusively subject to and governed by this Paragraph. Buyer agrees its sole remedy for what might otherwise be a chargeback dispute, shall be to submit the matter for an online, maximum of 2-hour mediation with JAMS Endispute Online Mediation, as described here: https://www.jamsadr.com/endispute/ and in the following FAQ: https://www.jamsadr.com/files/ Uploads/Documents/JAMSconnect/Endispute-FAQ.pdf.. If the matter is not resolved in the 2-hour mediation, the matter shall go to arbitration. The Parties specifically acknowledge that but for this Paragraph 2(a), neither Party would undertake any transaction, contract or business relationship with the other Party. The Buyer agrees that, notwithstanding this paragraph, if it nevertheless submits a dispute for a credit card chargeback, Sentient shall be entitled to submit this paragraph and any related contract with the Buyer to any subsequent Merchant Service Provider or chargeback arbiter (including an arbitrator), and this paragraph and Sentient’s contract with Buyer shall be a dispositive, absolute and complete defense by Sentient to any chargeback in favor of Buyer. Buyer further agrees that if it submits a chargeback request notwithstanding this express waiver of such right, then enforceable in Sentient’s sole option and discretion under Paragraph 3 or 5 hereunder, Buyer shall become immediately liable to Sentient for the minimum sum of $5,000 USD or twice the Total Purchase Price under its contract with Sentient or the sum attempted in the chargeback, whichever is greater, and further, shall operate as a repudiation, material breach of contract, and a complete defense of any claim against Sentient by Buyer. An award or judgment in favor of Sentient because of a credit card chargeback shall include reasonable attorneys’ fees to have obtained the award or judgment, Sentient’s standard internal administrative dispute management cost of $3,500, or external costs incurred to enforce the award or judgment, and interest at the rate of 18% per annum as pre-award interest, prejudgment interest, and post-judgment interest, until such award shall be satisfied and released.
    2. 2(b). Social Media Moratorium. Pertaining to any contract for sale to a Buyer by Sentient, a purchase by Sentient or a BDPP, or any other contract between Sentient and any other contractual counterpart, the Parties reaffirm that they are each UCC Merchants, and any contract between a counter-party and Sentient represents a non-consumer, strictly business-to-business transaction. Therefore, the Parties agree social media or any other type of online postings about one another are inappropriate for the non-consumer, business-to-business transactions to which the Parties are signatories, and specifically that social media is inappropriate for dispute resolution, even if meant as constructive criticism, or even for commentary of any kind that seeks no direct action by, or no resolution with or from, the other Party. The Parties specifically acknowledge that but for this Paragraph 2(b), neither Party would undertake any transaction, contract or business relationship with the other Party. Both Parties agree that if either threatens to make, or actually does make any online post about the other Party, notwithstanding the Parties’ agreement to refrain from doing so, then the first-to-threaten or first-to-post Party shall become immediately liable to the other for a minimum of $15,000 USD, or twice the Total Purchase Price hereunder, whichever is greater, for each threatened or actual online post on any one or different websites, online platforms or fora, enforceable at Sentient’s sole option and discretion, pursuant to Paragraph 3 or 5 hereunder. Violation of this Paragraph 2(b) by either party shall constitute a non-curable repudiation and anticipatory breach of any agreement between the Parties, (regardless if a threat is not acted upon or if the violative post is later removed), which violation shall entitle the non-threatening or non-posting Party to all applicable remedies, enforceable if Sentient is the not the first-to-post party, at Sentient’s sole option without action pursuant to Paragraph 5 hereof, including but not limited to a complete defense to any claim of any kind by the other. An online post in response to a post by the first-to-post Party is not a violation hereof. An award or judgment in favor of Sentient because of a social media post in violation hereof, hall include reasonable attorneys’ fees to have obtained the award or judgment, Sentient’s standard internal administrative dispute management cost of $3,500, or external costs incurred to enforce the award or judgment, and interest at the rate of 18% per annum as pre-award interest, prejudgment interest, and post-judgment interest, until such award shall be satisfied and released.
  3. Arbitration. With the sole exception of judicial enforcement of an arbitration award, the Parties to an arbitration pursuant to this paragraph agree, as conclusively determined by the signatories to any contract between Sentient and a counter-party, that no court shall have any jurisdiction over any matter of substantive or procedural arbitrability.
    1. (3a). “Party,” Defined. For purposes of this arbitration clause and agreement, “Party” shall mean the entity (e.g., corporation, limited liability company, partnership, joint venture or person) identified as the Party, Parties or counter-party to a Sentient contract; and, the signature hereon of an authorized representative of a Party or Parties shall be conclusively presumed to bind and intend to bind as signatories to this arbitration clause, either and both Party’s directors, managers, officers, members, shareholders, partners, employees, agents, representatives, successors, assigns, heirs or privies.
    2. (3b). Arbitrability and Governing Law, All questions of arbitrability shall be the sole province of one arbitrator. The arbitration shall be governed by the Federal Arbitration Act (only to the extent not inconsistent with the substantive and procedural provisions of the FAA). The arbitrator will not be bound by rulings in other arbitrations involving Sentient Lasers. While the Parties do adopt Utah’s pubic policy favoring extrajudicial dispute resolution, e.g., arbitration, the Parties specifically agree that this Agreement is not subject to the Revised Uniform Arbitration Act (RUAA) as codified in UTAH CODE ANN. §§ 78-31a-101 through 131, except that no Party to an arbitration must be represented by counsel, and the Parties do not waive the non-waivable provisions of the RUAA. Section 78-31a-127(2) shall apply for the sole purpose of entering judgment on an arbitration award.
    3. (3c). Scope and Rules. Parties agree that any dispute, controversy, or claim arising out of, relating to, or in connection with any contract with Sentient and a counter-party, including but not limited to issues regarding whether an agent, officer or director, or any other privy of a signatory is bound hereto depending on the facts or circumstances, the formation, consideration, applicability, breach, termination, validity or enforceability thereof, shall be administered, determined and resolved in strict confidence kept by the parties, and by the International Center for Dispute Resolution (IDCR.org), in accordance with ICDR rules and its Expedited Procedures, found here: https://www.icdr.org/sites/default/ files/document_repository/ICDR_Rules.pdf, at page 33. The arbitration shall be decided by one arbitrator, without dispositive motions or oral hearings, and on written submissions and/or permitted evidentiary submissions, only. Discovery, if permitted by the Arbitrator, shall be limited to five (5) document requests per Party, with no depositions of parties or non-parties. The formal seat of the arbitration regardless whether conducted only on written submissions and documents, shall be Park City, Utah. The arbitration award shall be final and binding on the Parties, and the parties shall undertake to carry out any award without delay. Judgment upon the award may be entered by the U.S. District Court in Salt Lake City, a State Court of Utah, or any court having jurisdiction of the award or having jurisdiction over the relevant Parties or the Parties’ assets. An award or judgment in favor of Sentient shall include reasonable attorneys’ fees to have obtained the award or judgment, for confirmation of the award to judgment, its standard internal administrative dispute management cost for an arbitration of $6,000, or external costs incurred to enforce the award or judgment, and interest at the rate of 18% per annum as pre-award interest, prejudgment interest, and post judgment interest, until such award shall be satisfied and released.
    4. (3d). Settlement. During the arbitration, the amount of any settlement offer made by either Party may not be disclosed to the arbitrator until after the arbitrator makes a final decision and award (if any). If Sentient’s counter-party is awarded less money than the last written settlement amount offered by Sentient Lasers (either what Sentient offered to accept or to pay) before the arbitrator was appointed, the counter-party will automatically owe Sentient as part of the award, Sentient’s filing fee for the arbitration, 100% of the portion of the arbitrator’s fee paid or owed by Sentient, Sentient’s standard internal administrative dispute management cost of $6,000, reasonable outside attorney’s fees incurred during the arbitration proceedings or for post-award enforcement, if any, and 1.5% interest per month, compounded annually on all of such sums, until the award is fully satisfied or released by Sentient.
    5. (3e). Confidentiality. The Parties agree the fact and substance of any arbitration shall be and remain confidential, even post-award, except for enforcement purposes, and each party may disclose matters regarding the arbitration, in confidence, to their respective attorneys, accountants, auditors, and insurance providers. The arbitrator shall enter orders as appropriate in order to protect the Parties’ trade secrets or confidential information. The parties agree to maintain either Party’s trade secrets or proprietary business information as confidential and to protect the confidentiality of any other information (such as private customer information) that is legally protected from disclosure or protected because of this paragraph.
  4. Replevin. Without regard for amount in controversy, and on satisfaction of statutory grounds, Sentient shall have the absolute right to pursue possessory claims to goods in a Buyer’s possession by Writ of Replevin, without any obligation to mediate or arbitrate.
  5. Utah Code §§ 78B-5-205 and 78B-23-102, Utah Rule of Civil Procedure 58a. Especially, but not limited to, when a party violates paragraph 2(a) or 2(b), Sentient may enforce any claim, including for repudiation, anticipatory or actual breach of contract, by confessing judgment against the breaching party in the State or Federal Court of Utah, or in any jurisdiction outside Utah, if pursuant to and as prescribed by such other jurisdiction’s laws, without reference to its conflict of law principles. Pursuant to Utah Rule of Civil Procedure
    58(a), or such analogous requirement in another jurisdiction, Sentient’s contractual counterpart and putative defendant hereby verifies its intent before a default giving rise to an action, to permit Sentient to confess judgment as plaintiff. Such judgment by confession may be entered without action, either for money due or to become due or to secure any person against contingent liability on behalf of the defendant, or both, and specifically for, as applicable, the Total Purchase Price of a Buyer(s)’ Sales Agreement, a Seller(s)’ Purchase Agreement, or the total of all monthly installments under a BDPP, which installments shall be accelerated, but in the case of prima facie proof and sworn affidavit or declaration by Sentient of a violation of paragraph 2(a) or 2(b), then as prescribed in paragraph 2(a) or (b), without credit for prior payment by defendant on a partially performed contract with Sentient, and in all cases together with Sentient’s standard internal administrative disputed management costs as an uncontested element of damage, as stated in paragraphs 2(a) or 2(b). Execution shall issue and enforcement of judgment shall proceed on entry of judgment, with waiver error, right to appeal, of statutory debtor’s exemptions, homestead rights and the like, or as otherwise prescribed by law. Post-Judgment interest at 1.5% per month and ensuing reasonable attorneys’ fees, and any other enforcement costs, shall continue to accrue until satisfaction and release of judgment, all with or without declaration, without prior notice, without stay of execution or stay of garnishments, release of liens or cessation of levies, and with release of all procedural errors and the continuing right to issue multiple executions forthwith. A judgment debtor contesting entry or the
    amount of judgment shall do so within 30 calendar days of notice of entry of judgment or shall be forever barred.
    As its exclusive forum and method to contest entry, amount of, and enforcement of judgment, at its sole expense the judgment debtor shall commence arbitration in the ICDR under its Expedited Rules on written submission pursuant to Paragraph 3 above, and as Claimant shall seek to open the judgment and defend on the merits. Claimant shall first demonstrate a meritorious defense by clear and convincing evidence by way of Affidavit
    under Utah Code 78-B-5, or Declaration under Utah Code 78B-18a Part 1, that establish a genuine issue of material fact under URCP 56(c)(4). Sentient shall have the opportunity to dispute such defense, also on written submission. Any defense that the judgment is void based on an alleged lack of the court’s personal jurisdiction to have entered the judgment is hereby waived, given the submission to and intentional waiver of objection to the Utah court’s personal jurisdiction in Paragraph 1 above. If the arbitrator opens the judgment on clear and convincing evidence of a meritorious defense, it shall be without prejudice to Sentient. Claimant shall then file an Article E-2 Statement. Sentient shall respond as Respondent by Answering Statement, and the arbitration shall proceed. If Claimant seeks to stay execution, it shall do so within the 30 days of notice of entry of judgment, but not later than the date it commences arbitration to open the judgment. Claimant shall post cash security or bond for the judgment amount; otherwise enforcement and interest accrual may continue pending a final award in the arbitration.
  6. Attorneys’ Fees and Administrative or other Costs. The counter-party to a Sentient contract shall reimburse Sentient for all costs and expenses Sentient incurs (including but not limited to expert witness fees, actual attorneys’ fees, or enforcement costs) to defend an alleged tort, breach of contract or to enforce any contractual right, including but not limited to recovery of damages for breach of contract, to collect any amounts due Sentient under the terms and conditions of a Sentient contract, or to enforce an arbitration award or judgment. Regardless whether Sentient has outside counsel or in-house agent and/or a non-attorney represent it in a credit card chargeback or social media dispute, mediation or arbitration, Sentient shall recover from its counterparty as an uncontested element of damage, reasonable attorneys’ fees and cost incurred to have outside counsel review and/or help Sentient prepare material for or to engage in such proceeding, as if outside counsel were of record in such mediation or arbitration.
  7. Advice of Counsel. Contractual counterparts of Sentient hereby knowingly, voluntarily, and intelligently affirm that with their signature, initials, e-signatures, or ink signatures on any and all of Sentient’s agreements, general terms and conditions, this Dispute Resolution Policy, or other written policies, that they have had ample opportunity to consult or not consult legal counsel in connection with any and all of their dealings, transactions, agreement or contracts with Sentient and have deliberately and knowingly signed this document and any other Sentient policy or its terms and conditions, with the intent that this Dispute Resolution Policy and such other policies and its terms and conditions shall, collectively, become expressly incorporated terms and conditions of any contract such Party has with Sentient.

SALES AGREEMENT TERMS AND CONDITIONS

  • A. Buyer’s Initials ________ and Date________, 20_____. Buyer accepts all of the provisions, terms and conditions contained in this Agreement with its initials on each page of this Sales Agreement (“Agreement”), and with its signature hereon.
  • B. Acknowledgement of Agency: Buyer acknowledges that if [TheLaserTrader] or [MedPro,
  • Inc.] acts as an Agent for Sentient Lasers, LLC (“SL”), as may be indicated above, that pursuant to such agency, SL will be responsible for certain aspects of this sales transaction, which may include, but are not limited to billing and collection; logistics and delivery; installation; repairs and maintenance related to Blue Dot Certification,® and any post-delivery warranty repairs.
  • C. Buyer’s Credit Card Authorization and Guarantee. Buyer represents and warrants, knowing SL is relying thereon, that if Buyer uses a credit card to pay for the Product(s) contracted for herein, the credit card information Buyer provides to SL is for a credit card that Buyer owns, controls and/or has authority to use.
  • D. Buyer’s Prices. All prices are quoted in U.S. Dollars and exclude state and local use, sales, property (ad valorem), or any other such taxes. Buyer shall pay and indemnify SL for such taxes, unless Buyer has already provided SL with a valid exemption resale certificate, or such sale is otherwise tax exempt.
  • E. Buyer’s Payment. Buyer shall pay the deposit, purchase price, or any portion thereof in U.S. Dollars by wire transfer, credit card, cashier’s check, or other prearranged method of payment of cleared and available funds, to be pre-approved in SL’s sole discretion. Upon signing of this Agreement, Seller’s standard Terms for Buyer’s Payment apply:
    • 1. Payment in Full. One hundred percent (100%) of the Total Purchase Price hereunder
      ($ _) is immediately due and payable.
    • 2. Deposit. If Buyer does not pay the Total Purchase Price upon signing this Agreement,
      then within three (3) calendar days, Buyer shall pay a deposit of 20% (“Deposit”) of the Purchase Price ($___________); and
    • 3. Removal of Product(s) from the Market. SL hereby agrees, in consideration of Buyer’s timely payment of the Deposit, to withdraw said Product(s) from the market, and to transfer its ownership interest to Buyer upon receipt of timely payment in full before delivery.
    • 4. Ten Day Payment Period. After payment of the Deposit, the remaining 80% of the
      Total Purchase Price is due on or before the tenth (10th) business day from signing this Agreement, with the day of the signing of this Agreement counted as the first business day. The Deposit becomes nonrefundable on the eleventh (11th) business day after the signing of this Agreement. If the Deposit is not paid within the aforesaid three calendar days, or if after timely payment of the Deposit, the entire balance (80%) of the Total
      Purchase Price remains unpaid, then in addition to the non-refundable deposit, this Agreement shall terminate by its terms with no obligation whatsoever of SL to Buyer.
    • 5. Financing. Unless otherwise specified in this Agreement or agreed in a writing. signed by SL, which is within SL’s sole discretion, Buyer shall have already obtained its financing, if any, and shall have timely paid SL in full, before SL has any obligation to transfer title or to make the Product available for shipment.
    • 6. Buyer’s Failure to Pay. If Buyer fails to pay SL any amounts owed when due, SL may
      put the Product(s) back on the market, and interest shall accrue on such unpaid mounts from the date due until paid in full at 1½% per month. Buyer hereby waives any duty of SL to mitigate or attempt to mitigate damages.
  • F. Buyer’s Legal Compliance. Buyer acknowledges the Products sold hereunder are medical lasers or devices and their related accessories, and that federal law restricts these devices to sale by or on the order of a licensed medical practitioner. Buyer represents it is a licensed medical practitioner authorized under federal and state law to purchase and operate the prescription Products and medical facility in which said Products shall be operated. Buyer intends SL to rely on these acknowledgments and representations. SL reserves the right to verify the accuracy of Buyer’s representations at any time after the signing of this Agreement. A false or legally inaccurate representation hereunder, regardless when discovered, shall constitute a material failure of consideration and Buyer’s repudiation and anticipatory breach of this entire Agreement ab initio, in which event SL shall be entitled to applicable remedies, including but not limited to a complete defense to any claim of any kind by Buyer against SL. As a committed stakeholder in every community in which we do business, SL reports to pertinent governmental authorities, inaccurate or false representations hereunder, or any evidence of violations by Buyer of applicable law or policy that protects public safety in the regulation or licensing of the practice of medicine, sale or operation of medical lasers, or related medical devices or accessories.
  • G. Buyer’s Indemnity and Risk for Third Party Claims. Buyer acknowledges the Products sold hereunder are energy based devices and / or their related accessories, including but not limited to medical lasers, which Products were acquired by SL in used condition and are resold to Buyer “AS IS.” Buyer indemnifies, shall defend and hold harmless SL, its directors, officers, employees and agents, from all liabilities, damages, losses, claims or expenses, arising out of or in connection with (a) any willful or negligent use of the Product(s) by Buyer and/or any of its employees, contractors or representatives; (b) Buyer’s use, sale, lease, transfer or other exploitation of any Product(s) in a manner not authorized or reasonably contemplated by this Agreement; (c) any injury or death of a person or damage to property caused by or arising out of any acts or omissions of Buyer, its agents, employees, and contractors, or in connection with Product(s) handled, stored, sold, applied or otherwise utilized by Buyer; (d) Buyer’s breach of this Agreement; and (e) any failure by Buyer, its employees, agents or contractors, to comply with the terms of this Agreement (including warranty process), or applicable federal, state and local laws, regulations and guidances. Buyer hereby holds SL harmless from and against any adverse third party claims, loss, cost, or expense that might result from the assertion of any secured creditor interests or UCC liens.
  • H. SL’s Limitation of Liability and Disclaimers: Buyer hereby disclaims and waives any reliance upon Seller for selection of any goods, services or Products (“Product” or “Products”) to fit any specific request of Buyer. SL’s aggregate liability to Buyer under any recovery shall not exceed the Total Purchase Price. Buyer acknowledges that it has not relied upon any warranty other than the Limited Warranty set forth herein, and acknowledges that SL is not bound by any warranty that may be set forth in the manufacturer’s written materials that might have applied had Buyer purchased the Products directly from the manufacturer in their unused state. These limitations of liability reflects the allocation of risk agreed to by the Parties. Buyer acknowledges that SL would not sell Products without these limitations on its liability and that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. In no event will SL, its officers, directors, employees, contractors or agents, be liable under any recovery theory, whether based in contract, tort (including negligence and strict liability), warranty or otherwise, for any INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF PROFITS, LOSS OF USE, COST OF COVER), OR PUNITIVE DAMAGES. Except for the Limited Warranty set forth herein, SL hereby EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND/OR IMPLIED FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE.
  • I. Seller’s Limited Warranty. Unless this Agreement specifies a different warranty period, Seller warrants that the Product(s) to be sold to Buyer identified above will be in good working order upon the delivery date and for a period of thirty (30) days (“Warranty Period”) immediately following the delivery date.
  • J. Invalidation of SL’s Limited Warranty. Buyer acknowledges that it shall invalidate Seller’s Limited Warranty if any of the Product(s) are: (1) installed, modified or repaired by anyone other than a facility or technician approved by SL in writing in advance; (2) handled, maintained or used in a manner inconsistent with and/or contrary to the original manufacturer’s and/or SL’s recommended procedures and/or instructions; (3) damaged through Buyer’s accidental or intentional misuse, negligence, or abuse, or the same by Buyer’s employees, agents or representatives; (4) damaged by any external cause outside of SL’s control, including but not limited to, damage due to any other person or entity moving the Product(s) from one location to another, power failure, earthquake, flood, fire or Act of God. SL expressly reserves the right in its sole discretion to void Buyer’s warranty for Buyer’s refusal to follow or comply with SL’s warranty process as described in Paragraph K hereof.
  • K. Warranty Service. Buyer hereby agrees that twenty four (24) hours after the time of delivery of equipment as documented by the shipper, a system or products sold and purchased hereunder (“goods”), is pursuant to Uniform Commercial Code as adopted in Utah (“Utah UCC”), Chapter 2, Section 70A-2-606, a reasonable time for inspection, acceptance of conforming or non-conforming goods, or for rejection of goods, and that after such 24 hours has lapsed, all goods delivered shall be deemed accepted, conforming and in good working order. Thereafter, to be eligible for the service under SL’s Limited Warranty, Buyer must, within forty-eight (48) hours after discovering that it believes the Product(s) are no longer good working order and within the Warranty Period: (1) notify SL in writing which specific Product(s) or part it believes are no longer good working order and describe the facts and circumstances relating to the alleged failure of the Product(s) or part (hereinafter “Warranty Notice”); and (2) return such Product(s) or part to SL within thirty (30) days of the Warranty Notice for inspection and evaluation through SL’s designated custom broker or to an authorized SL service location, unless SL expressly advises Buyer in writing that it is not required to return such defective Product(s) or part. Before returning any Product or part to SL, Buyer must obtain a Return Authorization Number from SL. Buyer shall return the Product(s) or part in their original packaging marked with the Return Authorization Number and in resalable condition. At SL’s sole discretion, SL may evaluate and/or service the defective Product(s) or part at Buyer’s place of business. Upon receipt, inspection and/or evaluation of the potentially defective Product(s) or part, SL will determine, in its sole discretion, whether to: (a) repair the Product(s) or part; (b) replace the Product(s) or part; and/or (c) refund an equitable portion of the purchase price Buyer paid for the Product(s) or part. SL will notify Buyer in writing of the election. The foregoing remedies are SL’s sole obligation and Buyer’s sole remedy for any claim made under the Limited Warranty. Buyer acknowledges that unless SL states otherwise in writing, SL will utilize used parts to make any necessary repairs or replacements and the source or cost of such parts shall be determined solely by SL. If SL elects to repair or replace any defective Product(s) or part Buyer has returned to SL, then SL shall, within a reasonable time after receipt of those Product(s) or parts, make such replaced or repaired Product(s) or part available for shipment to Buyer Ex Works from SL’s facility. If SL elects to refund an equitable portion of the purchase price of such Product(s) or part, as determined by SL in its reasonable discretion, SL will issue that refund to Buyer within a reasonable time after SL has received the returned Product(s) or part from Buyer. Provided Buyer has given SL Warranty Notice within the 48-hour period referenced above and the Products were no longer in good working order upon delivery to Buyer, then SL will make the shipping arrangements for the Products and pay for all of the shipping costs to and from the Buyer for service under SL’s Limited Warranty. If after an installation of Product(s) by SL which Buyer has paid SL to install pursuant to this Agreement, and said installation by SL occurred within two weeks of the date of Delivery, and SL’s technician concludes that after installation the Product(s) were no longer in good working order, then SL will make the shipping arrangements for the Products and pay for all of the shipping costs to and from the Buyer for service under SL’s Limited Warranty. In all other situations in which Buyer has timely given SL Warranty Notice and timely returned the Products, Buyer shall make the shipping arrangements for the Products and pay for all of the shipping costs to SL for service under SL’s Limited Warranty, and SL shall make the shipping arrangements for the Products and pay for all of the return shipping costs to Buyer(s). SL is not responsible for the costs of international shipping relating to warranties. Do not dispose of your packaging!
  • L. Shipments, Title, Risk of Loss, Insurance: All Product delivery dates are estimated. SL is not liable for any damages, costs or losses incurred by Buyer or others for failure to meet such delivery date(s). As to risk of loss, all of SL’s deliveries of Products are “Ex Works” from SL’s facility until acceptance by Buyer. Title to the Products (except software products and documentation) shall pass to Buyer when the Products are delivered and accepted by Buyer per the signed shipment waybill (hereinafter “Delivery”). Title to software products and documentation shall remain with the applicable licensors. Buyer must notify SL in writing upon signing of this Agreement of any delayed or exceptional shipping requirements Buyer may have, including, but not limited to, facility availability or unique delivery requirements and pay for all of the consequent additional costs to SL. If Buyer fails to so notify SL, then SL shall have no liability to Buyer for following its typical order processing and delivery procedures. At its sole expense, Buyer shall maintain insurance for the Products against loss, theft, damage or destruction for such Products’ Total Purchase Price hereunder, with loss payable to SL or its assignee, from the time of deliveries of Products Ex Works by SL until payment by Buyer of all amounts dues hereunder.
  • M. Export Controls. The Parties agree to comply with all applicable national and international laws and regulations relating to export control in their respective countries, if any, involving any commodities, software, services or technology within the scope of this Agreement.
  • N. Force Majeure: SL’s performance hereunder is subject to postponement or cancellation, in its sole discretion, for any cause beyond SL’s reasonable control. This provision does not exclude, but rather augments, application of the doctrine of impracticability at common law or under the Utah UCC, e.g., 70A2-615, entitled “Excuse by failure of presupposed conditions.”
  • O. Business-to-Business; Transaction Between Merchants. The Parties agree this is not a consumer transaction, and hereby expressly exclude from this Agreement or the understandings of the Parties: (a) Rule R152-11, Utah Consumer Sales Practices Act Rule; (b) any analogous consumer protection law, statute or regulation in California, the State where the Seller is located as identified herein; and (c) any federal consumer protection statute or regulation.
  • P. Dispute Resolution. SL’s Dispute Resolution Policy effective January 12, 2021 is hereby expressly incorporated herein and made a part hereof.
  • Q. Miscellaneous:
    • 1. No Product Returns as Payment. SL will not accept the return of any Products [as defined herein] as settlement for any debt incurred hereunder and will only accept payment in full.
    • 2. No Assignments. Buyer will not assign or transfer any of the rights, duties, or obligations
      herein without SL’s prior written consent and any purported attempt to do so will be null and void.
    • 3. Suspension or Cancellation. This Agreement is subject to suspension of performance or cancellation by SL, at SL’ s sole discretion at any time before shipping of the Product(s). SL also reserves the unilateral, sole right to cancel any orders resulting from pricing, typographical, or other errors in any quote by Seller. All quotes are subject to product availability and/or prior sale. If suspended or cancelled by SL, SL shall refund any otherwise nonrefundable deposit or other sums previously paid by Buyer.
    • 4. Entire Agreement / Modifications. This Agreement constitutes the complete understanding and intent of the parties concerning the subject matter hereof and supersedes all prior understandings, negotiations or offers, written or oral. This Agreement may be amended only in writing, signed by an authorized representative of SL or SL’ s CEO. Buyer hereby represents that it has read and understands every word and each provision of this Agreement and has had ample time to ask questions and the opportunity to seek legal counsel if before signing this Agreement, Buyer had any questions about any aspect of this Agreement. Buyer shall not insert or attempt to insert any additional or different terms pertaining to the sale of the products and/or services hereunder. Buyer agrees that no such attempts by Buyer can be construed as SL’s acceptance of any additional or different terms. Any purported changes, alterations, modifications, amendments, or additions to this Agreement that do not precisely fulfill this requirement are not valid.
    • 5. Severability. If any provision of this Agreement is, for any reason, held invalid or illegal in any respect, such invalidity or illegality will not affect the validity of this Agreement itself or the enforceability of the remaining provisions.
    • 6. Notice. Any required notices shall be provided in writing to Buyer at the address or by
      email or fax as set forth in this Agreement, and to SL by email to Sales@sentientlasers.com or by overnight carrier to Sentient Lasers, LLC c/o Chris Cella, CEO, 4383 N Forestdale Dr., Park City, UT 84098, or to such other address as either party may substitute by written notice to the other.
    • 7. Counterpart Signatures. This Agreement may be signed in counterparts, and an electronically transmitted copy of an original signature shall be deemed the equivalent of an original signature.
      To accept and be bound by this Agreement, please sign, scan/email to SL at the email address stated
      on Page 1 hereof:
      BUYER SELLER

Blue Dot Protection Plan General Terms and Conditions

I. What is Covered

This Blue Dot Protection Plan, a Service Contract and Limited Warranty, (collectively “BDPP”), in the nature of preventative maintenance covers defects in materials supplied either, (a) directly by Sentient Lasers, LLC (“SL”) or, (b) by a manufacturer or seller other than SL once SL has determined that such other Systems or Equipment (See Customer Cover Sheet) are suitable for coverage hereunder. This BDPP also covers SL’s workmanship in the Systems (defined as an individual unit) and Applicators (together, the “Equipment”) identified in the Customer Cover Sheet. This BDPP is restricted solely to the rights granted to the above-referenced Customer, and such rights are not assignable subject to Article II below. If the Customer desires warranty coverage for which warranty coverage has been previously provided by SL, the Customer agrees that such coverage shall be effective only after each of the following has occurred: (a) at the beginning of the contractual relationship on as stated on the Customer Cover Sheet, an authorized SL technician shall have performed an onsite Preventative Maintenance; (b) SL has, in its sole discretion, determined that the Equipment is suitable for coverage hereunder; and (c) if necessary, Customer pays to SL all related shipping costs (except Customers within a 100-mile radius of SL in Park City, Utah, shall pay no shipping costs). If all three of these conditions are satisfied as the case may be, the warranty coverage hereunder will commence on the “Effective Date indicated on the Customer Cover Sheet.

II. Who Is Covered?
SL extends warranty coverage solely to the Customer for the Systems or Equipment. Except as stated herein, this BDPP is non-transferrable and non-assignable by the Customer. SL shall have no obligations for the claims made hereunder if the Customer attempts an assignment of this BDPP or any of its rights hereunder absent SL’s consent. With the consent of the other, which shall not be unreasonably withheld, either party may
assign this BDPP to a separate entity in connection with a merger, acquisition, or sale to such other separate entity, unless the surviving entity of the merger, acquisition, or sale of assets is a direct competitor of the other party. Nothing herein shall limit SL’s right to assign its right to receive and collect payments hereunder.

III. Customer Obligation and Length of Coverage
Customer’s obligation to SL is billed and payable in sixty equal monthly installments, for the term and at the monthly installments stated in Customer’s COVER SHEET, unless earlier canceled or terminated pursuant to Article IX.

IV. What SL Will Do
Within the applicable warranty period, at SL’s sole option, SL may repair or replace any defects in SL’s workmanship, without cost to the Customer for parts or labor. If SL determines that it should replace a System or Equipment, SL may do so using another of like kind in good working order of the same model, but not necessarily the same year of manufacture. SL reserves the sole right to determine in its sole discretion that, regardless of age, repair of any given System or Equipment may not be commercially feasible and must be replaced according to these terms.

V. How to Obtain Service
To obtain service hereunder, the Customer must first contact SL by email (“Service Email”). Customer shall provide SL with sufficient information to identify the issue for which the warranty service is desired (the “Affected Product”) including model number, serial number, specifics regarding Customer’s complaint, and the Customer’s shipping address. The Customer representative (“Customer’s Technician”) sending the Service Email must have personal experience with the Affected Product, including specific knowledge regarding both the use of the Affected Product and the nature of the problems causing the Customer’s Service Email. Upon receipt of a Service Email, the Customer’s Technician and SL’s technician shall attempt to resolve the service issue through diagnostic services performed over the phone. If SL cannot observe or reproduce the problem or problems identified by the Customer and resolve the service issue described in the Service Email, the
Customer may then ship the affected Equipment to SL’s service center for inspection and diagnosis.

VI. Charges related to Service
If from the Service Email or resulting phone call(s) which Customer shall send or place forthwith upon discovery of a perceived need for Service, or otherwise before shipping, SL determines the Affected Product is covered hereunder, there will be no charges assessed to the Customer after the repair or related shipping and handling of the Affected Product from SL in connection with coverage. The Customer shall be responsible for all shipping charges related to the shipment of any Affected Product to Sentient, unless shipping is from a distance less than 100 miles from SL in Park City, Utah.

VII. Exclusions
A. This BDPP does not cover any Systems or Equipment, including Applicators, which have been damaged by accident, misuse (including improper storage), abuse, and/or modifications of same during Customer’s use or transportation of same to SL; by an act of God, use in violation of the instructions; the use for any purpose inconsistent with its electrical or the intended specifications, other than purposes as manufactured and intended; damage caused by unauthorized repair, or the use of unauthorized parts, and/or requests for repair for any problems that Sentient cannot replicate or problems claimed by the Customer (collectively and individually “Excluded Repairs”). SL will bill the Customer for the Excluded Repairs at $225 per hour plus the cost of parts, and shipping costs, unless otherwise agreed or unless, as to shipping, the Customer is within 100 miles from SL in Park City, Utah. SL reserves the right in its sole discretion to exclude cracked or otherwise damaged hand pieces which from SL’s industry experience, SL determines, also in it’s sole discretion, is due entirely to Customer caused damages, and from no other cause.
B. Customer agrees that no customer service person, third-party service person, or other personnel, not authorized by SL, shall be allowed to perform any service, repair or maintenance on the Systems or Equipment while this BDPP remains in effect, and that any person who shall use such System or Equipment covered hereunder shall be authorized and trained to do so under applicable law. A violation of this paragraph shall be cause for termination of this entire contract solely at SL’s option, with no remaining obligation to Customer.

VIII. Disclaimer and Limitations on SL’s Liability
Customer understands and hereby acknowledges that the following text and standard block capital letters are required by and satisfy the requirements of conspicuous offset as stated nationwide in state-by-state legislative adoptions of the Uniform Commercial Code, and as may otherwise be applicable in law.

THE PARTIES AGREE THESE LIMITATIONS ON LIABILITY AND INDEMNITY ARE A MATERIAL INDUCEMENT TO SL’S WILLINGNESS TO ENTER INTO THIS BDPP. THE PARTIES FURTHER AGREE SL’S LIABILITY HEREUNDER IS LIMITED UPON ANY CLAIM OR CAUSE OF ACTION, GENERALLY OR RELATED TO SL’S PERFORMANCE OF THE WORK HEREUNDER, WHETHER IN TORT OR CONTRACT OR OTHERWISE, TO THE SUM OF MONTHLY INSTALLMENTS ACTUALLY PAID HEREUNDER TO DISCHARGE CUSTOMERS’ TOTAL OBLIGATION ON SIGNING OF THIS BDPP, WHICH TOTAL OBLIGATION, EFFECTIVE ON SIGNING, IS THE SUM OF ALL INSTALLMENTS DUE HEREUNDER, WHICH INSTALLMENTS ARE NON-REFUNDABLE, WITH NO RIGHT OF ABATEMENT, REDUCTION OR SET-OFF. NOTHING HEREIN IS INTENDED TO CONSTITUTE OR CREATE ANY REPRESENTATION OR WARRANTY BY SL TO ANY THIRD PARTY, DIRECTLY OR AS A THIRD PARTY BENEFICIARY, WITH RESPECT TO ANY OF THE SERVICES PROVIDED HEREUNDER.
SL’S LIABILITY FOR ITS PERFORMANCE HEREUNDER SHALL BE LIMITED TO DIRECT DAMAGES INCURRED BY CUSTOMER WHICH ARE DETERMINED TO BE DUE SOLELY TO DEFECTS IN THE EQUIPMENT RESULTING FROM SL’S PERFORMANCE HEREUNDER, AS LIMITED IN THE PRECEDING PARAGRAPH. THE FOREGOING CONSTITUTES SL’S SOLE LIABILITY AND THE CUSTOMER’S SOLE REMEDY WITH RESPECT TO SERVICES AND SERVICE PARTS PROVIDED HEREUNDER. EXCEPT AS THUS PROVIDED, THIS BDPP AND ITS LIMITED WARRANTY ARE THE EXCLUSIVE REMEDY AGAINST SENTIENT. NO OTHER REMEDY SHALL APPLY. THIS LIMITED WARRANTY IS IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO AN IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY REPRESENTATIONS OR PROMISES INCONSISTENT WITH OR IN ADDITION TO THIS LIMITED WARRANTY ARE UNAUTHORIZED, AND SHALL NOT BIND SENTIENT. THIS LIMITED WARRANTY DOES NOT EXTEND TO ANY MACHINERY, APPLIANCES OR PROPERTY OF THE CUSTOMER USED IN CONJUNCTION WITH OR CONNECTED TO THE EQUIPMENT.
EVEN IF SL HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, IN NO EVENT SHALL SENTIENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FOR ALLEGED INJURY TO PERSON OR PROPERTY, LOST PROFITS, LOST SALES OR ANY OTHER ALLEGED INCIDENTAL OR CLAIMED CONSEQUENTIAL LOSS, REGARDLESS WHETHER FORESEEABLE, THAT ARE IN ANY WAY RELATED TO THIS BDPP, THE ALLEGED USE OR INABILITY TO USE THE EQUIPMENT, THE ALLEGED RESULTS GENERATED FROM THE EQUIPMENT, THE ALLEGED QUALITY OF THE EQUIPMENT, ANY ALLEGED DEFECTS IN THE EQUIPMENT, ALLEGED FAILURE OF THE EQUIPMENT TO PERFORM AS REPRESENTED OR EXPECTED, THE ALLEGED LOSS OF GOODWILL OF PROFITS AND/OR ANY OTHER ALLEGED CAUSE WHATSOEVER.

IX. Payments, Bailment, Suspension of Coverage/Termination or Cancellation
A. Payment. Customer agrees to pay to SL its total obligation hereunder, which on signing this document is the sum of all installments due hereunder, as set forth above on the Customer Cover Sheet, and Article III hereof. The prices currently in effect are subject to change upon any renewal of this BDPP. Overdue installments shall be subject to finance charges computed at a periodic rate (to the extent permitted by law) of 1.5% per month (18% per year). If Customer fails to pay any amounts due under this BDPP, Customer agrees to pay all reasonable costs of collection of such amounts, including, but not limited to, all dispute management or attorneys’ fees in accord with Article XI(E) below.

B. Bailment. When SL receives Equipment for service, SL does so as a bailee and Customer as a bailor. The Equipment must be claimed by Customer with all amounts owed to SL paid within 6 months of such receipt, or SL may, in its sole discretion and without further notice to Customer, deem the Equipment abandoned andSL may sell the Equipment with no recourse by Customer. Customer shall pay any tax or duties and any related interest and penalties, however designated, related to this disposition of abandoned Equipment.

C. Suspension of Coverage. Coverage hereunder shall be automatically suspended during periods of nonpayment of any installment or other charges due to SL by the Customer, including when Customer’s check does not clear). Although warranty service will be unavailable during any period of non-payment, the term hereof shall run continuously during such time, unless SL terminates or cancels this BDPP for non-payment or otherwise.

D. Termination by SL. SL may terminate this BDPP for any reason by giving Customer at least 30 days’ prior notice. Termination by SL hereunder does not limit any other applicable remedy available to SL. SL shall have no obligation to provide service under this BDPP if Customer fails to pay any amounts due to SL, including without limitation, any portion of the purchase price or other consideration due under a Sales Agreement or any other contract between SL and Customer. A material breach or repudiation by Customer of any contract between Customer and SL constitutes acceleration of any and all of the unpaid
sixty monthly installments to be paid by Customer hereunder.

E. Termination for Cause; No Cancellation for Convenience by Customer. Customer may terminate this BDPP upon written notice of termination if SL defaults in the performance of or breaches any material requirement or obligation created by this BDPP, which default or breach is not cured within thirty (45) days following receipt of notice. Termination by Customer hereunder shall be Customer’s sole remedy.

F. Effects of Termination; Survival. Upon termination of this BDPP, all rights granted hereunder shall cease, except as otherwise provided herein. If this BDPP or any unexpired portion of the Term hereunder is terminated for any reason other than SL’s material breach, Customer agrees to pay to SL all unpaid sums accrued or performed hereunder as of such termination date. The termination hereof shall not discharge any installment or other payment obligations accrued as of the effective date of such termination, even if such obligations are payable after the termination date. Upon termination of this BDPP, those provisions which, by their nature, are meant to survive termination shall survive, including without limitation, this Articles IX, Article X(C) and (E), XI, and XIII hereof.

X. Miscellaneous

A. Delay Caused by Customer. SL shall not be liable hereunder because of failure or delay in performing its obligations hereunder on account of Customer’s failure to provide timely access to facilities, space, power, documentation, networks, files, software, and Customer personnel that are reasonably necessary for SL to perform its obligations.

B. Force Majeure. SL’s performance hereunder is subject to postponement or cancellation, in its sole discretion, for any cause beyond SL’s reasonable control. This provision does not exclude, but rather augments, application of the doctrine of impracticability at common law or under the Utah UCC, e.g., 70A-2-615, entitled “Excuse by failure of presupposed conditions.

C. Non-Solicitation. During the term hereof and for a period of one year after termination of this Agreement, Customer hereby agrees that it and its Affiliates shall not, directly or indirectly, solicit, discuss employment or consultancy with, or hire any employee or consultant of SL or its Affiliates.

D. Freedom of Contract. Nothing herein shall be construed to prevent SL from contracting with or performing services for other persons, companies, or entities, including those that compete with Customer, on any terms SL deems appropriate.

E. Reservation of Rights. (1) SL reserves the right to withhold, without liability and without prior notice, services under this BDPP and refuse return of the Equipment, if applicable, if Customer is delinquent in any installment payment or other charge due SL hereunder, due under another agreement between the parties, or otherwise, including sums that shall become due for violation of Article XI B(1) or B(2), or if Customer has failed to return SL-owned equipment as requested by SL; (2) SL reserves the right, in SL’s sole discretion, not to service the Equipment for a refusal or failure by or on the part of the Customer or its agent(s) to cooperate with SL in carrying out any necessary repairs or deal in conformity with applicable law, rule, regulation or requirement, or if Customer resells, leases, loans, or rents the Equipment for use to or by a third party; (3) Customer acknowledges that in providing warranty coverage, SL may utilize (i) the SL name, the SL logo, the SL domain name, the product or service names associated with the warranty coverage, services and other trademarks (“SL Marks”); and (ii) certain SL methodologies, information, documents, software and other works of authorship, technology, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions, look-and-feel of the services and other tangible or intangible technical material or information (collectively “SL Technology”), which collectively are SL’s exclusive property, contains valuable trade secrets, proprietary and confidential information of SL, and is covered by intellectual property rights owned or licensed by SL. Other than as expressly set forth in this BDPP, no license or other rights in the SL Technology, intellectual property, or the warranty services are granted to Customer, and all such rights are hereby expressly reserved.

F. Compliance with Laws. Customer shall be in conformity with applicable laws, rules, and regulations, of all government authorities, obtain all permits and licenses required in connection with the installation, sale, shipment, or use of the Equipment, and be solely responsibility to understand and comply with laws, rules, and regulations. Operation by Customer in violation of applicable law constitutes a repudiation of this BDPP entitling to SL to a complete defense to any claim by Customer, and to all applicable remedies.

G. Limitations. No mediation, arbitration, suit, claim or action shall be brought or commenced against SL more than six months after the cause of action has accrued.

H. References. SL may identify Customer as a customer unless and until Customer expressly objects in writing.

I. Sub-Contractors: At SL’s sole option, service provided hereunder may be performed by SL, its authorized representatives, or SL’s sub-contractors.

XI. Dispute Resolution
Sentient Lasers’s Dispute Resolution Policy [here] applies to and is incorporated
herein.

XII. Taxes
SL shall charge Customer, and Customer shall be obligated to pay, together with all other costs or charges, all applicable state tax on sales or service.

XIII. Entire Agreement
This BDPP constitutes the complete understanding and intent of the Parties concerning the subject matter hereof and supersedes all prior understandings, negotiations or offers, written or oral, except for – if applicable – and including any accompanying Sales Agreement, as the case may be. This BDPP may be amended only in writing, signed by both Customer and SL’s CEO. Customer hereby represents that its Authorized Representative has read and understands every word and each provision of this BDPP, and has had ample time to ask questions and the opportunity to seek legal counsel if before signing this document, Customer or Customer’s Authorized Representative had any questions.

The Parties agree no rule of construction shall be applied against any party, regardless of which party was generally responsible for preparation. All terms of any purchase order or similar document which may provided by Customer, including but not limited to any pre-printed terms thereon and any terms that are inconsistent, add to, or conflict with this BDPP shall be null and void and of no legal force or effect. No waiver shall be deemed a waiver of any prior or subsequent default hereunder. If any part of this BDPP is held unenforceable, the validity of the remaining provisions shall not be affected.

XIV. Notices
Any permitted or required notices shall be in writing, and shall be deemed received when delivered (i) in person; (ii) by overnight courier, upon written confirmation of receipt; (iii) by certified or registered mail, with proof of delivery; (iv) by facsimile transmission with confirmation of receipt; or (v) by email, with confirmation of receipt. Notices shall be sent to the address or email address on the Customer Cover Sheet, or at such other address, facsimile number or email address as may be provided to the other party in writing. Customer’s acknowledges and agreement to all of these Blue Dot Protection Plan General terms and conditions is indicated in the initial box on the Customer Cover Sheet.

SENTIENT LASERS, LLC, Electronic Signature Policy

Effective Date: January 13, 2021
Purpose and Scope of Policy
Sentient Lasers, LLC (“SENTIENT),” “we,” or “our”) has adopted this electronic signature policy (this “Policy”) to conduct business in an efficient manner by permitting the use and acceptance of electronic signatures (“e-signatures”) as an acceptable alternative to manual (i.e., written) signatures (to the fullest extent permissible under applicable law) when entering into written agreements with U.S.-based counter-parties.

SENTIENT has also instituted this policy to make it easier for our customers to read all of our policies, terms and conditions online, so when we consummate a transaction with the abbreviated, easy-to-handle, basic deal-point documents, our customers know that all the pertinent terms and conditions are posted online to read before affixing a digital or esignature to our contract(s). Our customers are told before they sign anything that their signature and date thereof form a binding contract with Sentient Lasers, LLC
(“Sentient”), and will appear on each the following documents, the terms of which become part of their contract with Sentient: this E-Signature Policy; the General Terms and Conditions for a Sale, a Purchase, or a Blue Dot Protection Plan (“BDPP”), as applicable, and our Dispute Resolution Policy. Before a customer signs, they may read the foregoing documents on which their signature will appear, by visiting: https://sentientlasers.com/tcs/. SENTIENT reserves the right to change, modify or supplement our posted policies, terms and conditions.

Pursuant to the ESIGN Act of 2000, an “e-signature” is defined as “an electronic sound, symbol, process attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record and be legally bound.” In other words, it is a paperless (i.e., digital) method of executing an agreement or other document with the intent to bind the SENTIENT and counter-parties. This Policy supersedes and replaces any prior rules, standards, or policies that SENTIENT may have established prior to the Effective Date with respect to its use and acceptable of e-signatures.

This Policy applies exclusively to domestic transactions. We do not extend the right to use or accept e-signatures in connection with any agreement (1) to be entered into with any non-U.S. person or entity; and/or (2) where the transaction(s) covered thereby will not take place exclusively in the U.S., unless prior written approval is first obtained from SENTIENT’S CEO, Christopher R Cella, c.cella@sentientlasers.com, or Michael Sweig, JD, LL.M., Sentient’s Director of Business & Governmental Affairs, m.sweig@sentientlasers.com. The signature of a Sentient representative on a contract contemplating an international transaction represents our written approval.

This Policy applies to every individual executing an agreement or other documentation on our behalf at any time, as well as to any US-based entity transacting business with SENTIENT as a counter-party to a contract. It sets forth the requirements and guidelines to be followed in connection with our use and acceptance of e-signatures.

Pre-Requisites to the Use of E-Signatures

The following requirements must be met prior to any use or acceptance of an e-signature on Company’s behalf:

  • The employee or SENTIENT representative or agent seeking to execute the applicable agreement (the “Signatory”) has already been authorized to execute agreements on SENTIENT’s behalf. 
  • All counter-parties are U.S. persons or entities, and the transaction(s) covered by the agreement(s) are to take place solely within the United States.
  • The transactions contemplated by the agreement do not involve the transfer of any rights in and to real property.
  • The agreement’s term is no longer than one year, except for Blue Dot Protection Plans which may be longer than one year, or unless otherwise authorized by SENTIENT.

If any of the aforementioned requirements are not met, e-signatures may not be used or accepted on the applicable agreement unless prior written approval is obtained from SENTIENT’S CEO, Christopher R Cella, c.cella@sentientlasers.com, or Michael Sweig, JD, LL.M., SENTIENT’s Director of Business & Governmental Affairs, m.sweig@sentientlasers.com. The signature of a Sentient representative on a contract contemplating an international transaction represents our written approval.

E-Mail and Other Electronic Correspondence

Extreme care must be taken when sending e-mails or text messages that contain language that could but for this policy reasonably be considered an acceptance of any term, condition, covenant, agreement, representation, warranty, commitment, or arrangement of any kind, as this could unintentionally bind SENTIENT to an unwanted, enforceable contract.

All counter-parties to any SENTIENT contract, are hereby advised that no statements contained in any email or text message sent by SENTIENT in any way creates or modifies an enforceable agreement.

Signature Authentication

SENTIENT does not dictate a particular method that must be used for obtaining or providing an e-signature. The authorized SENTIENT representative or employee or counterparty representative or employee handling the process must take whatever steps are necessary to (1) ensure mutual consent to conduct business electronically; (2) authenticate all e signatures; (3) verify that the agreement executed is identical to the document which the signatory intended to sign and therefore be bound by; and (4) protect the confidentiality of all applicable proprietary information throughout the entire process. Absent written objection to use of e-signatures, SENTIENT will assume all counter-parties assent to electronic transactions waive objection to subparagraphs (1)-(3).

Questions

SENTIENT’s Business & Government Affairs Department is responsible for administering this Policy.

If you have any questions regarding this Policy, please contact Michael Sweig, JD, LL.M., SENTIENT’s Director of Business & Governmental Affairs, m.sweig@sentientlasers.com.