ARMOR OF HEALTH TECHNOLOGY LICENSE
LICENSOR:
WAVE CRUSADE, LLC
7721 145th West
Apple Valley, MN 55124
952-431-9708
NOTE: IT IS A FEDERAL VIOLATION TO RESELL OR RELICENSE THE WAVE CRUSADE SELECTED WHICH IS THE EXCLUSIVE RIGHT AND PROPERTY OF WAVE CRUSADE, LLC.
WAVE CRUSADE MEDICAL SYSTEM LICENSE
WAVE CRUSADE, LLC, hereby licenses to you (hereinafter "Licensee") and Licensee hereby hires and licenses from Licensor, the WAVE CRUSADE RX SYSTEM(S), described herein, referred to herein as "System(s)," upon the following terms and conditions.
SECTION 1 SYSTEM LICENSE
1.1. System(s) shall mean the Licensors proprietary protocols and programs and all other intellectual property and equipment associated with WAVE CRUSADE LLC, related programs, and related intellectual property. The System(s) and any and all rights thereto, shall at all times remain the exclusive intellectual and material property of Licensor.
1.2. Licensor hereby grants and Licensee hereby receives and accepts solely in accordance with the terms and conditions set forth in this Agreement a non-exclusive license to Licensee for use of the WAVE CRUSADE RX SYSTEM(S), which consists of the following:
1.WAVE CRUSADE ARP UNIT UNIT - ARP PRS
2.WAVE CRUSADE RX LOOSENING PROGRAM
3.WAVE CRUSADE RX INJURY RECOVERY AND REHABILITATION PROTOCOLS
1.3. The term of this agreement with respect to the System(s) Licensed hereunder shall begin on the date set forth on page one of this Agreement, License Start Date, and shall continue in full force and effect for the period of 12 months from the date of this agreement. Once the original term has been met you may renew your membership for an additional 12 months or return the unit. Early termination may be subject to up to 3 months termination fee.
1.4. At no time shall the rights of Licensee herein or any portion thereof, either voluntarily or involuntarily, be further assigned, transferred, conveyed or otherwise disposed of by Licensee. Any such attempted assignment, conveyance or transfer shall be deemed a material breach of this Agreement.
1.5. Licensee acknowledges and agrees that without Licensors express written consent, Licensee shall not make enhancements or modify, or alter the System(s) or any parts thereof, herein provided and licensed to Licensee, and that, moreover, regardless if said consent is obtained, any further enhancements of said System(s) or any parts thereof, shall at all times remain the sole and absolutely property of Licensor. Licensee and Licensor agree that from time to time Licensor may make enhancements or otherwise modify or alter the System(s) provided and licensed herein and that all such enhancements shall be the property of Licensor and the use thereof will be governed by this License.
1.6. The System(s) shall at all times be and remain, the sole and exclusive property of the Licensor and the Licensee shall have no right, title or interest therein or thereto except as expressly set forth in this License.
SECTION 2 MAINTENANCE AND INSURANCE
2.1. Licensor shall repair defects to the WAVE CRUSADE RX 100 Unit free of charge during the term of this License so long as the defect does not arise out of misuse or negligence on the part of Licensee. If a repair is required, Licensee shall ship the System(s) to Licensors facility for inspection and repair as may be necessary.
2.2. The Licensee shall keep the WAVE CRUSADE RX 100 Unit insured against all risks of loss or damage from every cause whatsoever for not less than the full replacement value thereof as determined by the Licensor; which presently is $18,000.00 and shall carry liability and property damage insurance covering the WAVE CRUSADE RX 100 Unit.
SECTION 3 LICENSEES RESPONSIBILITY FOR USE AND CONFIDENTIALITY
3.1 It is expressly understood that it is possible by acting outside the scope of use for the System(s) to cause harm to the applicator and the applicatee. As such the Licensee shall at all times follow the Protocols licensed in conjunction with the System(s) under the License Agreement and never use the System(s) on a person with a pacemaker or in a manner contrary to that prescribed in the manual provided to Licensee with each WAVE CRUSADE RX 100 Unit.
3.2 Without limitation, the System(s) are owned exclusively by the Licensor. Licensee acknowledges and agrees that the System(s) herein licensed are proprietary to Licensor and constitute protocols, programs, trademarks, service marks, copyrights and trade secrets of Licensor, and title thereto is not conveyed to Licensee and that Licensees sole right and interest in and to the System(s) is the License herein granted. Licensee shall keep all System(s) licensed hereunder strictly confidential and shall not disclose, display, sell, lease, license, transfer, publish, or otherwise make available the System(s) to any other party without the written consent of Licensor.
3.3 The standard indications approved by the USFDA for use for the WAVE CRUSADE RX Unit under 21 CFR 890.5850 are: Relaxation of muscle spasms; Prevention or retardation of disuse atrophy; Increasing local blood circulation; Muscle re-education; Immediate post-surgical stimulation of calf muscles to prevent venous thrombosis; and Maintaining or increasing range of motion. Federal law restricts the WAVE CRUSADE RX Unit to sale or lease by or on the order of a practitioner licensed by the law of the State in which heshe practices to use or order the use of the WAVE CRUSADE RX Unit. Licensee, by signing below, acknowledges that heshe will obtain a prescription for the use of the WAVE CRUSADE RX 100 Unit from a licensed practitioner for each individual patient.
3.4 Licensee will at all times perform hereunder in a professional manner and in accordance with this Agreement and any reasonable guidelines issued by WAVE CRUSADE and make no representations with respect to WAVE CRUSADE or the Licensee that are inconsistent with the Commercial System License Agreement, promotional materials and other literature distributed by WAVE CRUSADE, LLC, including all liability limitations and disclaimers contained in such materials.
3.5 Licensee will, at its sole cost and expense, obtain all permits and licenses necessary in connection with its performance of this Agreement, and will comply with all applicable laws, rules and regulations in the performance of this Agreement. Licensee will at all times during the term of this Agreement maintain appropriate technical and organizational measures to protect any patient data that it collects, accesses or processes in connection with this Agreement against unauthorized or unlawful use, disclosure, processing or alteration. Licensee will act in all instances in accordance with all applicable laws, rules and regulations in relation to the collection, use, disclosure and processing of any patient data.
SECTION 4 DISCLAIMERS AND LIMITS ON LIABILITY
4.1. WITHOUT LIMITATION TO ANY OTHER PROVISION HEREOF, LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SYSTEM(S) HEREIN LICENSED, INCLUDING WARRANTIES OF MARKETABILITY, WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE, ANY WARRANTIES AT COMMON LAW, WHICH WARRANTIES ARE HEREBY EXCLUDED AND DISCLAIMED BY LICENSOR AND WAIVED BY LICENSEE.
4.2. Without limiting the aforesaid, Licensee hereby waives any and all claims or rights or causes of action it has or in the future may have of any nature whatsoever, against Licensor, except for any breach or breaches of Licensors contractual obligations herein set forth.
4.3. WITHOUT LIMITING THE AFORESAID, LICENSOR MAKES NO AGREEMENT, WARRANTY, GUARANTY, ASSURANCE OR AFFIRMATION THAT LICENSEE WILL ACHIEVE ANY PARTICULAR RESULT OR INCOME FROM THE USE OF THE SYSTEM(S) HEREIN.
SECTION 5 DEFAULT
5.1 If Licensee shall be in default or in breach under any term or conditions of this License Agreement or any other agreement executed with WAVE CRUSADE, LLC; if Licensee shall file a voluntary petition in bankruptcy or shall make an assignment for the benefit of creditors or shall be adjudicated a bankrupt; if there is a dissolution, whether voluntary or involuntary, or other termination of the existence of Licensee; if any representation or warranty, or any document or instrument furnished by the Licensee in connection with the transaction proves to be false in any material respect or omits to state any material fact; or if Licensor deems itself insecure, Licensor shall have the right to exercise any one or more of the following remedies:
a. To declare the entire amount of fees due hereunder immediately due and payable as to any or all System(s),
b. To sue for and recover all fees, and other payments, then accrued or thereafter accruing,
c.To take possession of any or all System(s) or components thereof, including but not limited to the WAVE CRUSADE RX 100 Unit, without demand or notice, wherever the same shall be located, without any court order or other process of law. The Licensee hereby waives any and all damage occasioned by such taking of possession.
d. To terminate this License as to any or all items of System(s).
e. To pursue any other remedy at law or in equity.
5.2 Notwithstanding any said repossession or any other action which the Licensor may take, the Licensee shall be and remain liable for performance of all obligations on its part to be performed under this License. Licensee hereby waives any and all damages occasioned by the exercise by Licensor of any of Licensor's rights or remedies upon the occurrence of an event of default under this section. Licensee agrees to indemnify Licensor for all costs and expenses, including reasonable attorneys' fees, incurred by the Licensor in connection with the enforcement by it of any of its rights or remedies under this License Agreement or any related agreements.
SECTION 6 NOTICES
6.1. All notices required to be provided under this Agreement shall be in writing and shall be sent by certified mail, personal delivery or overnight courier to the parties at the locations indicated above.
SECTION 7 MISCELLANEOUS
7.1. Without limitation to any other provision hereof, if this Agreement is terminated upon Licensees default, or upon any other termination of this Agreement, it is hereby agreed that any rights herein set forth shall be deemed to be automatically revoked and automatically reassigned to Licensor. Upon termination of this Agreement for any reason, Licensee shall immediately return to Licensor all originals, copies or renditions or enhancements of all System(s) subject to this agreement.
7.2. All confidentiality and non-disclosure provisions of this Agreement remain in force after the termination of this Agreement.
7.3. Should the Licensee fail to pay any portion of the rent or any other sum required by the Licensee to be paid to the Licensor, the Licensee shall pay unto the Licensor interest on such delinquent payment at the rate of 8% per annum.
7.4. THIS LICENSE AGREEMENT IS MADE WITH REFERENCE TO AND SHALL BE GOVERNED AND CONSTRUED EXCLUSIVELY BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS. EACH PARTY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF HENNEPIN, STATE OF MINNESOTA AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY RELATED AGREEMENTS MUST BE LITIGATED IN SUCH COURTS.
WHEREAS, THE UNDERSIGNED HAVING READ THE ABOVE TERMS AND CONDITIONS AND AGREEING TO BE BOUND BY THE WAVE CRUSADE COMMERCIAL SYSTEM LICENSE AGREEMENT PRESENTS THEIR SIGNATURE BELOW ON THIS DAY.
WAVE CRUSADE, LLC.
