Heru Inc. Rent to Own Addendum
Last update: December 2025
1. Rent-To-Own Program
1.1 General: Subject to Customer executing a Confirmation Document and compliance with the terms of this Addendum, Heru offers Customer the ability to rent a Product and credit payments towards purchase of such Product (the “Rent-to-Own Program”). To qualify for the Rent-to-Own Program, (a) Customer must execute a Confirmation Document with a term of at least 36 months (the “RTO Term”) and (b) pay Heru the activation fee set forth in the Confirmation Document (the “Activation Fee”). Heru will not ship the Product to Customer until receipt of the Activation Fee.
1.2 Ownership Transfer: Upon completion of all required monthly payments (“Monthly Fees”) and payment of a buyout fee set forth in the Confirmation Document (“Buyout Fee”), ownership of the Product shall transfer to Customer. No ownership rights vest in Customer until all Monthly Fees and the Buyout Fee is paid. Customer acknowledges and agrees that its purchase or possession of any Product conveys only physical ownership of the tangible item and does not grant, assign, or transfer any intellectual property rights in or to the Product, including any copyrights, trademarks, trade secrets, patents, designs, software, or other proprietary rights. All such intellectual property rights, whether embodied in the Product or otherwise used in connection with it, are and will remain exclusively owned by Heru and its licensors. Except for the limited rights expressly granted under the Terms and this Addendum, no rights or licenses are granted to Customer by implication, estoppel, or otherwise.
1.3 Title Retention and Security Interest: Title to and ownership of the Product shall remain with Heru until the Customer has satisfied all payment obligations under this Addendum and exercised the buyout option. To secure Customer’s payment obligations under this Addendum, Customer grants Heru a continuing security interest in the Product and all proceeds thereof. Customer authorizes Heru to file financing statements and take any actions reasonably necessary to perfect and enforce such security interest. Customer shall not sell, encumber, or transfer the Product without Heru’s prior written consent.
1.4 Suspension: Heru retains the right to immediately suspend Customer’s right to access and use the Product without notice to Customer if Customer fails to timely make any payment due hereunder. Heru bears no responsibility or liability to the Customer in the event of any suspension resulting from a missed payment.
2. Term and Termination
2.1 Term: This Addendum will become effective on the Addendum Effective Date and will remain in effect for so long as there is a Confirmation Document outstanding for any Product that Customer is renting to own under this Addendum. Termination of this Addendum will not result in termination of the remainder of the Terms and the Terms will continue to govern the Parties’ rights and obligations, unless expressly stated otherwise.
2.2 Termination. Heru may immediately terminate this Addendum upon written notice if Customer materially breaches any obligation under this Addendum or the Terms, becomes insolvent, files for bankruptcy, has a bankruptcy petition filed against it, or has a receiver or similar officer appointed over its assets. Termination under this Section shall be without prejudice to any other rights or remedies available to Heru. If Heru terminates this Addendum for any reason, Customer must promptly return the Product to Heru in accordance with Section 3.6.
2.3 Continuing Payment Obligation: After the Trial Period, Customer must pay to Heru all Monthly Fees for the full RTO Term regardless if accrued and regardless if Customer wishes to exercise the buyout option. Customer shall not acquire ownership rights unless all Monthly Payments required under Section 1.1 are completed and the Buyout Fee is paid.
2.4 No Refunds: All payments made prior to termination are non-cancellable and non-refundable. Customer expressly acknowledges that there is no right to return the Product to Heru under any circumstances once ownership has transferred to Customer. The Product is sold on an “as-is, where-is” basis.
3. Optional Trial Period
3.1 Trial Election: Customer may elect to participate in a trial period. The trial period is not required or compulsory, and the Customer may purchase the product outright without trialing the product. An Activation Fee will be paid to Heru regardless of Customer electing a trial period or not.
3.2 Trial Period Duration: Unless otherwise set forth in the Confirmation Document, the trial period shall be thirty (30) days from the date of Product delivery to Customer (“Trial Period”). Customer may terminate the Confirmation Document and this Addendum during the Trial Period for any reason. Customer may also elect to accelerate the completion of the “Trial Perod” at any time during the first (30) days by notifying Heru in writing, thereby validating the Customer will purchase with no intent to return the product.
3.3 Refund Option: If Customer notifies Heru in writing within the Trial Period of its decision not to continue with the program, Heru shall refund the Activation Fee in full within 15 business days of receiving the Product back in Acceptable Condition pursuant to Section 3.6.
3.4 Credit Against Purchase: If Customer elects to continue with the Rent-to-Own Program beyond the Trial Period, Customer must notify Heru in writing prior to the end of the Trial Period. In this case, the Activation Fee shall be applied to first Monthly Fees due, reducing subsequent monthly payments from 36 to 35 payments.
3.5 Requirement to Purchase: If Customer does not provide written notice of cancellation within the Trial Period or does not return the Product to Heru in accordance with Section 3.6, this Addendum shall automatically convert to the full RTO Term as specified in the Confirmation Document, Customer must purchase the Product, and Customer must pay all Monthly Fees for the RTO Term and the Buyout Fee.
3.6 Product Return: If Customer does not wish to purchase the Product after the Trial Period, Customer shall return the Product to Heru within 15 days of the end of the Trial Period in Acceptable Condition. Customer shall be responsible for all shipping, packaging, and insurance costs.
4. Payment
4.1 Payment and Payment Method Election: Customer shall pay to Heru the Monthly Fees, Buyout Fee and any other fees expressly set forth in the Confirmation Document. Except as otherwise set forth in the Confirmation Document, Customer shall pay the Monthly Fee by the first of each month. Customer shall elect one of the following payment methods at the time of execution of the Confirmation Document: (a) Automated Clearing House (ACH) debit from Customer’s designated bank account; or upon Heru’s sole approval, (b) Credit card charge to Customer’s designated credit card account.
4.2 ACH Authorization: If Customer elects ACH payment, Customer hereby irrevocably authorizes Heru to initiate debit entries through the Automated Clearing House system to Customer’s bank account specified below for all amounts due under this Addendum. This authorization shall remain in full force and effect until all obligations are satisfied or the Addendum is terminated in accordance with its terms.
4.3 Credit Card Authorization: If Clinic elects credit card payment, and such election is approved by Heru, Clinic hereby irrevocably authorizes Heru to charge Clinic’s credit card for all amounts due under this Terms. Clinic agrees to maintain a valid credit card on file throughout the RTO Term.
4.4 Processing Fees: (a) ACH payments are subject to a processing fee of 0% of the transaction amount. (b) Credit card payments are subject to a processing fee of 3.5% of the transaction amount. Processing fees shall be added to each monthly payment and itemized on invoices.
4.5 Payment Initiation: Customer acknowledges that Customer, not Heru, initiates the payment authorization for each transaction. By executing this Addendum, Customer expressly authorizes Heru to process payments in accordance with the payment schedule set forth herein.
4.6 Failed Payments: If any payment is rejected for Non-Sufficient Funds (NSF) or any other reason, Customer shall be charged an additional fee of $25 for each failed payment attempt. Heru may, at its discretion, attempt to process the payment again within thirty (30) days.
4.7 Account Updates: Customer agrees to notify Heru in writing of any changes to payment account information at least fifteen (15) days prior to the next scheduled payment date. Failure to provide updated information may result in late fees and potential default.
4.8 Compliance: Customer certifies that it is an authorized user of the designated bank account or credit card and will not dispute these transactions with its financial institution, provided the transactions correspond to the terms of this Addendum. Customer acknowledges that the origination of ACH transactions must comply with U.S. law and applicable NACHA rules.
5. Product Maintenance and Insurance
5.1 RTO Term Maintenance Obligations: During the RTO Term, Customer shall: (a) maintain the Product in Acceptable Condition; (b) use the Product only to provide ophthalmology or optometry medical services to patients; (c) not modify, alter, or damage the Product; and (d) maintain insurance coverage with limits of not less than $10,000 naming Heru as loss payee.
5.2 Post RTO Term Maintenance Obligations: Following transfer of ownership of the Product to Customer, Customer shall be solely responsible for all Product maintenance, repairs, and insurance.
6. Limitation of Liability and Disclaimers
6.1. Liability: Any claims brought under this Addendum will be subject to the terms and conditions, including but not limited to the exclusions and limitations set forth in the Terms.
6.2. Customer Responsibility for Use of the Products: Customer is responsible for all decisions made and actions taken based on Customer’s use of the Product and for ensuring such use complies with applicable law and Documentation. Customer irrevocably waives any claim it may have against Company to the extent such claim arises from Customer’s manner of use of the Product (including configuration, integration, and operation), and not from any defect in the Product or Company’s breach of its obligations under the Terms.