These terms, combined with the information on the sales order (“Order”) constitute an agreement with VirtuaLens Surgical LLC (VL). Purchaser named on the Order (“Buyer”) will buy the product(s) described on the Order therein.

Prices and Taxes – Sale Quotes are valid for up to 30 days from the date of the quote. The price does not include applicable surcharges, sales, excise, use or other taxes associated with items noted on the Order such as (but not excluding) sales or excise taxes.

Payment Terms & Late Fees – Buyer agrees to keep a valid payment method on file for all recurring license fees. Payments are due on the billing cycle date specified on the Order. Any unpaid balances or failed payment transactions lasting longer than 10 days will incur a late fee of 1.5% per month (18% per annum) or the maximum legal rate allowed by law, whichever is lower. Buyer agrees to pay all costs incurred by VL in collecting delinquent accounts, including reasonable attorney’s fees and collection agency costs. Non-payment for more than 15 days may result in immediate software deactivation and suspension of replacement warranty services.

Software License Terms – An active Software License plan (Monthly or Annual) is required for system operation. The plan includes technical support, full hardware replacement (pursuant to the Replacement Warranty clause), and access to current IOL profiles and education scenes. If a plan lapses or is canceled, software functionality will be deactivated.

• Minimum Term Commitment: Both Monthly and Annual license plans require a minimum 12-month commitment starting from the initial billing date. Annual plans are billed in full upfront and are non-refundable.
• Auto-Renewal & Cancellation Notice: Upon completion of the initial 12-month term, plans auto-renew (monthly or annually, based on the original selection). To cancel a plan or opt out of auto-renewal, Buyer must provide written notice to VL at least 10 days prior to the end of the current billing cycle at support@virtualens.health. If notice is received less than 10 days before the cycle starts, Buyer will be billed for the subsequent cycle, with cancellation taking effect the following period.
• Early Termination Fee: If Buyer cancels a Monthly license plan prior to completing the required 12-month commitment and outside of the 30 Day Money Back Guarantee window, Buyer will be subject to an Early Termination Fee of $1,295, due immediately upon cancellation.
• Equipment Return Upon Early Termination: The System price reflects Buyer’s commitment to the full 12-month term. If Buyer cancels prior to completing that term, Buyer must return the System, including all original components and accessories, to VL within 15 days of cancellation, at Buyer’s expense. The System must be returned in good working condition, reasonable wear and tear excepted. If Buyer fails to return the System within this window, or returns it damaged or incomplete, VL may charge Buyer the full replacement cost of the System and any missing or damaged components, in addition to the Early Termination Fee.

30 Day Money Back Guarantee – The Buyer has 30 days following delivery to test the system. If the Buyer provides written notice of intent to return the system within this 30-day window, the Buyer may return the system for a full refund (minus shipping costs), and the 12-month commitment and Early Termination Fee outlined in the Software License Terms will be waived.

• Between 31 and 90 days following delivery, if Buyer requests cancellation, Buyer may cancel subject to the $1,295 Early Termination Fee and the Equipment Return requirements outlined in the Software License Terms.
• After 90 days from delivery:
  • Any remaining balance on the Order becomes due immediately.
  • The 12-month commitment for the Software License plan becomes fully binding, and no further cancellations, refunds, or equipment returns will be accepted.

Shipment and Risk of Loss – Shipments will be made F.O.B. shipping point. Title and risk of loss passes to the Buyer upon delivery from VL to a third-party carrier.

Acceptance – Buyer will be deemed to have accepted the items on the Order on the earlier of (a) delivery of the items on the Order to the Buyer or (b) confirmation by VL that the items on the Order have been installed.

Security Interest – Until the invoice has been paid in full, VL has a security interest in the items on the Order.

Software Grant & Usage Restrictions – VL grants Buyer a non-exclusive, non-transferable license to use the software incorporated in the systems, solely for Buyer’s internal practice use. This license does not include the right to make copies of the software, extract, modify or incorporate any part of the software nor reverse engineer, decompile or disassemble the software.

Assignment – Buyer shall not assign nor transfer any rights, duties or obligations under this agreement without the prior written consent of VL.

Location and Relocation – The Buyer agrees to promptly notify VL in writing if the VirtuaLens system is permanently moved from the original installation address to another location at support@virtualens.health.

Replacement Warranty – Hardware replacement coverage is included as a benefit of an active, fully paid Software License plan.

• Active License Required: Replacement warranty coverage remains valid only while Buyer maintains an active, non-lapsed Software License plan and is current on all applicable billing. If a license lapses, terminates, or is canceled, all replacement warranty coverage is immediately suspended until the account is reinstated.
• Exclusions: This warranty covers defects in materials and normal wear under customary practice use. It does not cover loss, theft, damage, or malfunction resulting from improper maintenance, physical abuse, unauthorized modification, network reconfiguration, accident, or non-customary use.
• Out-of-Warranty Options: In the event of damage resulting from an excluded cause or a lapsed plan, repair or replacement parts will be billed to Buyer at VL’s standard time and materials rates.

Limitation of Liability – VL provides this system solely for educational purposes and not for the diagnosis or treatment of any eye conditions. As such, VL will not be held responsible for any outcomes related to patient education or any third-party claims, including but not limited to malpractice actions, brought against a practice or individual using the system.

Force Majeure – VL shall not be liable for any failure, delay, or disruption in performance, delivery of hardware, software access, or warranty fulfillment resulting from acts or causes beyond its reasonable control. Such causes include, but are not limited to: acts of God, natural disasters, severe weather, pandemics, supply chain disruptions, transport delays, government mandates, network/telecommunication outages, or labor shortages.

Governing Law & Jurisdiction – This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Buyer irrevocably agrees that any legal suit, action, or proceeding arising out of or related to this Agreement or the system shall be instituted exclusively in the state or federal courts located in Florida, United States, and Buyer consents to the personal jurisdiction and venue of such courts.