Aesthetic Service Placement Agreement

  1. Placement. Subject to the terms set forth in this Agreement (the “Agreement”), Lessor, Aesthetic Service Group (a division of HBI Marketing, LLC), hereby places with Lessee, and Lessee hereby accepts from Lessor, the services and such included medical aesthetic technology and/or equipment (the “Equipment”) listed on the website and/or selected by Lessee.
  2. Term and Subscription Model. This Agreement shall commence on the Start Date and shall remain in full force and effect for a non-cancelable initial term of twelve (12) months (“Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew on a month-to-month basis (each a “Renewal Term”) unless terminated by Lessee with no less than thirty (30) days’ prior written notice. Any notice of termination shall become effective at the end of the applicable billing cycle. During the Initial Term and any Renewal Term, Lessee shall remain responsible for payment of the auto-recurring monthly Subscription Service Fee, which shall continue unless and until this Agreement is properly terminated in accordance with this Section. Lessee may not terminate this Agreement for convenience during the Initial Term.
  3. Placement Subscription Pricing. Lessee’s obligation to pay the one-time Start-Up Fee and the auto-recurring Subscription Service Fee is absolute, unconditional, and non-cancelable, and shall not be subject to abatement, reduction, set-off, counterclaim, defense, or for any reason whatsoever. All payments shall be made to HBI Marketing, LLC in immediately available funds via authorized auto-recurring payment. Subscription payments are due in advance, with the first payment due on the Agreement start date and each subsequent payment due on the first (1st) day of each month thereafter. If the Agreement start date occurs after the first (1st) day of a month, the initial payment shall be due on the start date and shall cover the period through the end of that month, with regular monthly billing beginning on the next first (1st) of the month. Any payment not received within five (5) days of its due date shall incur a late fee of $250.00. Any balance remaining unpaid more than thirty (30) days past due shall accrue interest at the rate of twenty percent (20%) per annum, or the maximum rate permitted by law, whichever is less. Lessee agrees that its payment obligations under this Agreement are independent of HBI Marketing, LLC performance of services.
  4. Use, Location, and Inspection. Lessee shall use the Equipment only at the premises identified in the Placement Schedule. The Agreement shall automatically terminate if the Equipment is moved from the site of its original installation without Lessor’s prior written consent. Lessor shall have the right to enter Lessee’s premises during business hours to confirm the existence, condition, or proper use of the Equipment.
  5. Technological Controls (Password Cycle). Lessee acknowledges that the Equipment may utilize a proprietary password-access system. A new password is required every 30 days (“Password Cycle”) to operate the device. ASG will issue a new password only if the account is current and connected to Wifi. ASG reserves the right to withhold the password and disable the Equipment remotely for non-payment or default. Lessee shall not attempt to circumvent these technological features.
  6. Delivery, Training, and Authorized Persons. Prior to delivery, Lessee shall identify at least one employee for clinical training. A one-time Upfront Service Fee is due upon execution to cover delivery expenses and clinical instruction. No individual other than an “Authorized Person” (those who have completed ASG training) shall operate the device. Lessee is responsible for ensuring all operators are adequately trained and licensed.
  7. Title, Security Interest, and GPS. Title remains solely with the Lessor. Lessee shall keep the Equipment free of all liens and encumbrances. Lessee grants Lessor a security interest in the Equipment and all proceeds thereof to secure performance. Lessee authorizes Lessor to file UCC-1 Financing Statements to perfect this interest. Lessor reserves the right to equip the device with a Global Positioning System (GPS) tracking device; removal or tampering is a material breach.
  8. Inventory Protection & Maintenance.
  • Original Containers: Lessee must retain all original shipping containers/crates. If Equipment is returned without original packaging, a $400.00 replacement fee shall be charged.
  • Modular Handpieces: Lessee is solely responsible for the replacement of handpieces damaged by dropping, abuse, misuse, or negligence.
  • Prohibition on Repair: Only authorized ASG representatives or third-party agents selected by ASG management may remove product casings or attempt repairs.
  1. Taxes and Fees. Lessee shall pay all excise, sales, use, and personal property taxes, and all other charges imposed by any governmental entity during the term of this Agreement arising from the use or placement of the Equipment. Lessee will reimburse Lessor for all administrative costs associated with the filing and processing of such taxes.
  2. Insurance and Indemnification.
  • Insurance: Lessee shall maintain property insurance for the full replacement value and public liability insurance in a minimum amount of $1,000,000, naming Lessor as an additional insured/loss payee.
  • Indemnification: Lessee shall indemnify, defend, and hold harmless Lessor from any and all claims, damages, or liabilities (including reasonable attorney fees) resulting from Lessee’s use of the Equipment or any patient injury or breach of this Agreement.
  1. Clinical Responsibility & Compliance: Lessee shall provide, at its sole expense, a Medical Director licensed in the State of operation. Lessee shall have exclusive authority and control over all medical aspects of procedures performed with the Equipment. Nothing in this Agreement shall be construed as the Lessor engaging in the practice of professional health care services or engaging in the practice of medicine.
  2. Exclusivity: During the Term of this Agreement, Lessee agrees that ASG shall be the exclusive provider of the aesthetic technologies and consulting services contemplated herein. Lessee shall not acquire, rent, or utilize similar equipment from any third party for the purpose of providing the same or similar aesthetic services.
  3. Default. Upon an “Event of Default”, specifically if Lessee fails to make any payment within ten (10) days of the due date, or fails to remedy a non-monetary breach within thirty (30) days of notice (non-payment, bankruptcy, or breach), Lessor may:
  • Terminate the Agreement and accelerate all remaining payments for the Term, which become immediately due.
  • Lock the Equipment via the Password Cycle.
  • Re-possess the Equipment. A $2,800.00 re-possession fee plus all costs of enforcement and reasonable attorney fees shall be charged to Lessee.
  1. Risk of Loss. Lessee is responsible for any loss, theft, or destruction of the Equipment from any cause until it is returned to Lessor. In the event of loss, Lessee shall either (a) pay for repairs to manufacturer-certification standards or (b) pay Lessor the full replacement cost.
  2. Purchase Option. Provided Lessee is not in default, Lessee shall have the option to purchase the Equipment after the first anniversary. Terms are dictated by the selected Placement Plan (Go, Grow, or Pro) in the Placement Schedule based on all rental payments actually received and shall be credited toward the mutually agreed purchase price.
  3. Miscellaneous.
  • Warranty: Lessor warrants the Equipment is free from defects at delivery. THIS IS THE SOLE WARRANTY AND IS IN LIEU OF ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  • Applicable Law: This Agreement shall be governed by the laws of the State of Oklahoma.
  • Entire Agreement: This document represents the entire agreement; no oral representations shall be binding.
  1. Governing Law; Exclusive Venue; Waiver of Arbitration: This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflict of laws principles. The parties expressly agree that arbitration is waived and shall not be used to resolve any dispute arising out of or relating to this Agreement. Any and all claims, disputes, actions, or proceedings arising directly or indirectly from this Agreement, including but not limited to actions for eviction, possession of equipment, collection of amounts due, damages, or injunctive relief, shall be brought exclusively in the state courts of the State of Oklahoma. Each of Lessor and Lessee knowingly, voluntarily, and irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection based on forum non conveniens or lack of personal jurisdiction.