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ALESIS LLC
EQUIPMENT-AS-A-SERVICE AGREEMENT
Thank you for choosing Alesis OSA1 Equipment-as-a-Service ("EaaS").
This Equipment-as-a-Service Agreement ("Agreement") is entered into as of this date by and between Alesis LLC, a Florida limited liability company, with its principal place of business in Cocoa Beach, Florida ("Alesis") and the subscriber listed below ("Subscriber"):
Alesis and Subscriber are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Alesis holds the exclusive U.S. distribution rights to the Alesis OSA1™ system — an FDA-cleared, non-surgical medical device system designed to treat the root cause of obstructive sleep apnea ("OSA") through targeted photonic lipolysis of adipose tissue in the tongue, throat, and upper airway;
WHEREAS, the Alesis OSA1™ system has received three FDA clearances and is supported by IRB-approved, randomized clinical trial data (NCT06949969) demonstrating clinically significant improvement in OSA severity for appropriately selected patients;
WHEREAS, Alesis offers its Equipment-as-a-Service ("EaaS") model to qualified sleep medicine physicians, sleep dentists, and accredited sleep centers as a means of expanding patient access to this treatment while eliminating capital investment barriers for provider practices;
WHEREAS, under this model, Alesis provides the Alesis OSA1™ system — including licensing, hardware, software, service, staff training and certification, marketing materials, digital assets, treatment procedures and protocols, and ongoing training and support — as a subscription service;
WHEREAS, Subscriber desires to access and deploy the Alesis OSA1™ system under the EaaS model described herein, and Alesis desires to make the system available to Subscriber, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. SCOPE OF SERVICES; WHAT ALESIS PROVIDES
1.1 Subject to the terms of this Agreement and timely payment of all fees due hereunder, Alesis shall provide Subscriber with access to the following under the EaaS subscription model:
• The Alesis OSA1™ device hardware and all peripherals necessary for clinical operation;
• Alesis-developed treatment software, firmware, and any updates or upgrades released during the Term;
• Comprehensive initial staff training and certification in OSA1™ treatment protocols, sufficient to qualify a high-school-graduate technician for independent operation;
• Ongoing training, refresher support, and access to updated clinical protocols as they are developed;
• A curated library of marketing materials, including digital assets, patient-facing literature, and co-branded materials approved by Alesis;
• Access to an individualized patient enrollment portal at the patient-facing website alesisosa1.com;
• Remote technical support and maintenance coordination throughout the Term;
• All treatment procedures, clinical workflows, and patient onboarding systems developed or supplied by Alesis; and
• Reimbursement coordination guidance and billing support materials, as available.
1.2 Subscriber agrees to: ensure staff complete all required training; provide a suitable dedicated space; use the Equipment exclusively for OSA treatment per Alesis-approved protocols; maintain all required licenses and accreditations; promptly report adverse events; and protect the Equipment per Alesis operational guidelines.
2. SUBSCRIPTION FEE; PAYMENT TERMS
2.1 Subscriber shall pay to Alesis a monthly subscription fee of nine hundred ninety-five dollars ($995), due and payable monthly in advance throughout the Term.
2.2 Any amount not received within ten (10) days of its due date shall bear interest at 1.5% per month. Alesis may suspend access upon written notice if payment is more than fifteen (15) days past due.
2.3 Subscriber is solely responsible for all applicable taxes. Subscriber hereby waives any and all rights to chargeback for payments by credit card or debit card.
3. TERM
3.1 This Agreement commences on the Effective Date and continues for a period of five (5) years (the "Initial Term"), automatically renewing for successive one-year terms unless either Party provides sixty (60) days' written notice of non-renewal.
4. TERMINATION
4.1 Either Party may terminate for cause immediately upon written notice if the other Party materially breaches and fails to cure within thirty (30) days, becomes insolvent, or (in the case of Subscriber) loses any required license or accreditation.
4.2 Subscriber may terminate early upon thirty (30) days' written notice, subject to an Early Termination Fee of $10,000, reduced to $8,000 if the Equipment is returned in good condition within thirty (30) days.
4.3 Upon expiration or termination, Subscriber shall immediately return the Equipment at Subscriber's expense. Failure to return within thirty (30) days entitles Alesis to recover the then-current retail price of $136,000 plus all costs and attorneys' fees.
5. OWNERSHIP; INTELLECTUAL PROPERTY
5.1 The Equipment remains the sole and exclusive property of Alesis at all times. This Agreement conveys only a limited, non-exclusive, non-transferable license to use the Equipment at the approved facility during the Term. Subscriber shall not sell, assign, sublicense, pledge, or encumber any interest in the Equipment without Alesis's prior written consent.
5.2 All intellectual property rights in and to the Equipment, Software, protocols, and materials are and shall remain the exclusive property of Alesis. Subscriber shall not cause any lien or security interest to be placed on the Equipment.
6. INDEMNIFICATION; LIMITATION OF LIABILITY
6.1 Subscriber shall defend, indemnify, and hold harmless Alesis from all claims arising from Subscriber's use of the Equipment, negligence or misconduct of Subscriber's staff, breach of this Agreement, or failure to maintain required licenses.
6.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALESIS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. ALESIS'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID IN THE PRECEDING TWELVE (12) MONTHS.
7. FORCE MAJEURE
Neither Party shall be liable for delays caused by events beyond their reasonable control, including acts of God, natural disasters, pandemics, government orders, or infrastructure failures. If a Force Majeure Event continues for more than ninety (90) days, either Party may terminate without further liability.
8. CONFIDENTIALITY
Each Party shall hold the other's Confidential Information in strict confidence, use it solely for purposes of this Agreement, and not disclose it to third parties without prior written consent. Subscriber acknowledges that all Equipment, Software, protocols, and systems are trade secrets of Alesis.
9. COMPLIANCE WITH LAW
Each Party shall comply with all applicable federal, state, and local laws, including FDA regulations, HIPAA, anti-kickback statutes, and all applicable licensing laws. Subscriber represents it is not excluded from federal or state health care programs and shall immediately notify Alesis if this changes.
10. REPRESENTATIONS AND WARRANTIES
10.1 Alesis warrants it has authority to enter this Agreement and that the Equipment has received the stated FDA clearances.
10.2 Subscriber warrants it has authority to enter this Agreement, holds all required licenses, and that all information provided is accurate and complete.
10.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALESIS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ALESIS DOES NOT WARRANT ANY PARTICULAR CLINICAL OUTCOME FOR ANY PATIENT.
11. ATTORNEYS' FEES
Subscriber agrees to pay all reasonable costs and attorneys' fees incurred by Alesis in enforcing this Agreement, collecting amounts due, or recovering the Equipment, regardless of whether formal legal proceedings are commenced. In any litigation between the Parties, the prevailing Party shall be entitled to recover all reasonable costs and attorneys' fees.
12. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL
12.1 This Agreement is governed by the laws of the State of Florida, without regard to conflict of laws principles.
12.2 Exclusive venue and jurisdiction for any dispute shall lie in the state and federal courts of Orange County, Florida.
12.3 WAIVER OF JURY TRIAL: TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS KNOWING AND VOLUNTARY.
13. GENERAL PROVISIONS
13.1 This Agreement constitutes the entire agreement of the Parties and supersedes all prior negotiations, representations, and agreements relating to its subject matter.
13.2 Modifications require a written instrument signed by authorized representatives of both Parties. No waiver is effective unless in writing.
13.3 If any provision is held invalid, it shall be modified to the minimum extent necessary to make it enforceable; remaining provisions are unaffected.
13.4 Subscriber may not assign this Agreement without Alesis's prior written consent. Alesis may assign in connection with a merger, acquisition, or sale of assets.
13.5 The Parties are independent contractors. Nothing herein creates any partnership, joint venture, agency, or employment relationship.
13.6 Electronic signatures shall be deemed valid and legally binding to the same extent as original signatures.
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