Agreement Text

EQUIPMENT PURCHASE AGREEMENT

(Public Standard Form - Exhibit D - Optional)

Version: 1.0

Effective Date: 01/01/2026

This Equipment Purchase Agreement (“Purchase Agreement”) is incorporated by reference into the Master Software as a Service Agreement (Public Standard Form) (“Master Agreement”) between Braincare USA Corp., a Delaware corporation (“Company”), and the healthcare organization identified in a quotation, order form, or purchase order referencing the Master Agreement (“Client”).

This Purchase Agreement governs the sale of certain hardware components for use in connection with Company’s FDA-cleared Software as a Medical Device (“SaMD”) platform. Except as expressly stated herein, all terms of the Master Agreement remain in full force and effect. In the event of conflict, the Master Agreement controls.

1. Purpose and Scope

This Exhibit governs the one-time purchase of physical equipment used in conjunction with the Braincare system.

• This Exhibit applies only to Equipment expressly identified as “purchase” in an applicable quotation, order form, or purchase order.

• Software, cloud services, analytics, data processing, PHI handling, and support services are not sold and are governed exclusively by the Master Agreement, SLA, and BAA (if applicable).
  
  

• Company’s standard commercial model is equipment leasing under Exhibit C. Purchase is offered only where expressly approved and documented.

2. Purchased Equipment

Purchased equipment may include, without limitation:

• Mobile medical carts (e.g., CAPSA SlimCart or equivalent)

• Tablet devices (e.g., Samsung Galaxy Tab or equivalent)

• Approved mounting hardware and accessories

• Braincare Sensor Kits only if expressly identified as purchase in the applicable order document

Specific quantities, model numbers, unit pricing, and delivery details are set forth in the applicable quotation or order document.

3. Pricing, Payment, and Taxes

• Prices are as stated in the applicable order document.

• Invoices are payable net thirty (30) days unless otherwise stated.

• Prices exclude sales, use, VAT, customs duties, shipping, and similar taxes, all of which are Client’s responsibility unless expressly included.

• All sales are final once shipped, except as required by applicable law or expressly stated herein.

4. Title and Risk of Loss

• Title to purchased Equipment transfers to Client upon full payment.

• Risk of loss transfers upon delivery to Client’s designated location.

• Company retains all intellectual property rights in any embedded software or firmware.

5. Delivery and Installation

• Equipment is delivered FOB Client location unless otherwise stated.

• Company may provide basic setup or configuration instructions.

• Client is solely responsible for:

  • Site readiness

  • Network and power integration

  • Compliance with internal biomedical, IT, and safety policies

6. Warranty

6.1 Braincare Sensor Kits (if purchased)

Company warrants that a purchased Sensor Kit is free from material defects in workmanship and materials for two (2) years from delivery, under normal use and in accordance with FDA-cleared labeling.

Company’s sole obligation is repair or replacement of the defective component.

6.2 Third-Party Equipment

Carts, tablets, and accessories manufactured by third parties are covered solely by the original manufacturer’s warranty. Company does not provide any independent warranty but may facilitate warranty claims upon request.

6.3 Exclusions

Warranties do not cover damage or failure resulting from:

• Misuse or neglect

• Unauthorized modification or repair

• Operation outside manufacturer or FDA instructions

• Accidents, improper storage, or environmental conditions

7. Returns and Replacements

• Non-defective returns require Company’s prior written approval.

• Approved returns may be subject to restocking, handling, and shipping charges.

• Warranty replacements are governed exclusively by the applicable warranty terms

8. Regulatory Responsibilities

Nothing in this Exhibit limits Company’s obligations as a medical-device manufacturer under applicable law, including FDA reporting, correction, or recall obligations.

Client shall reasonably cooperate with any legally required field actions.

9. Limitation of Liability

The limitation of liability provisions in the Master Agreement apply fully to this Purchase Agreement.

To the maximum extent permitted by law:

• Company shall not be liable for indirect, incidental, special, or consequential damages.

• Company’s total aggregate liability arising from purchased Equipment shall not exceed the fees paid by Client for the Equipment during the twelve (12) months preceding the event giving rise to the claim.

10. Insurance

Company maintains insurance coverage appropriate for a medical-device manufacturer and SaaS provider, as described in the Master Agreement.

Client is responsible for maintaining appropriate insurance coverage for purchased Equipment once title transfers.

11. Governing Law

This Purchase Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles, and is subject to the dispute-resolution provisions of the Master Agreement.

12. Public Standard Form; No Signature Required

This Exhibit D is published as a public standard form and is incorporated by reference into applicable quotations, order forms, or purchase orders.

Execution of an order document or acceptance of delivered Equipment constitutes Client’s acceptance of this Purchase Agreement.