EXO IMAGING, INC. (“EXO”)
APP AND WEBSITE ACKNOWLEDGMENT, ONLINE ORDERING, AND ACCEPTANCE

Exo provides portable ultrasound imaging probes (“Exo Devices”), embedded or locally enabled software, and, where purchased by Customer, workflow software, including web-based services made available by Exo on a subscription basis (“Exo Works Subscription Services”) (each, an “Exo Product,” and collectively, “Exo Products”) for viewing, analyzing, archiving, and billing ultrasound images for various medical diagnostic purposes. Exo is not a medical or other health care provider.
For purchases or first-time acknowledgments made through Exo’s web store, mobile application, website, or other online ordering or acknowledgment channel, these Terms and Conditions of Use (“Agreement”) are accepted and become binding when Customer clicks or taps to accept or acknowledge this Agreement, creates an account in connection with a purchase or subscription, places an online order, completes an app or website first-time acknowledgment flow, activates an Exo Product, or accesses or uses any Exo Works Subscription Services, whichever occurs first. For Device-Only purchases, activation or acknowledgment may occur through use of the Exo Device or embedded/local functionality and does not require creation of an Exo Works Subscription Services account unless the applicable Order Confirmation expressly includes Exo-hosted Exo Works Subscription Services. For purposes of this Agreement, the term “Order Confirmation” means the online order summary, invoice, subscription plan selection, checkout record, first-time acknowledgment record, activation record, or other order record made available by Exo for the applicable purchase, subscription, or Device-Only offering.
For purposes of this Agreement, you, or the entity on whose behalf you are acting, will be referred to as “Customer” or “You.” Exo and Customer may be referred to individually as a “Party,” and collectively as the “Parties.”
The following addenda apply only to the extent applicable to the Exo Products purchased or used by Customer: (1) the Data Processing Addendum (Addendum A) (“DPA”), which applies to Exo’s Processing of Customer Data; (2) the Service Level Agreement (Addendum B) (“SLA”), which applies only to Exo-hosted Exo Works Subscription Services; and (3) the Business Associate Agreement (Addendum C) (“BAA”), which applies only to the extent Exo creates, receives, maintains, or transmits Protected Health Information as a business associate.

TERMS AND CONDITIONS OF USE

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS CUSTOMER’S PURCHASE OF, ACCESS TO, AND USE OF EXO PRODUCTS AND CONTAINS IMPORTANT TERMS REGARDING CUSTOMER’S RIGHTS AND OBLIGATIONS.
THIS AGREEMENT, TOGETHER WITH THE APPLICABLE ORDER CONFIRMATION AND ANY ADDENDA EXPRESSLY INCORPORATED HEREIN OR THEREIN, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN CUSTOMER AND EXO WITH RESPECT TO THE APPLICABLE PURCHASE OF, ACCESS TO, AND USE OF EXO PRODUCTS, AND SUPERSEDES ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS IN ANY PURCHASE ORDER, PROCUREMENT PORTAL, SPECIFICATION, OR OTHER DOCUMENT ISSUED BY CUSTOMER. ANY ADDITIONAL, DIFFERENT OR CONFLICTING TERMS SUBMITTED BY CUSTOMER, WHETHER BEFORE OR AFTER THE ORDER, ARE HEREBY REJECTED AND WILL HAVE NO FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN A WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EXO.

Exo may suspend or reject any order or access to Exo Products if Exo reasonably believes Customer or any End User does not satisfy the requirements set forth in this Agreement.
IMPORTANT SUBSCRIPTION, HOSTED SERVICES, AND DATA ACCESS NOTICE:
Certain hosted features, workflows, hosted storage, and Exo-hosted Customer Data access may depend on an active Subscription Term for Exo Works Subscription Services. Device-Only offerings may include functionality that does not require an Exo Works Subscription Services subscription, and the availability of such non-hosted functionality will be as described in the applicable Order Confirmation and documentation. Where applicable, if Customer does not maintain the applicable Subscription Term, some or all hosted features, workflows, and access to Customer Data stored in Exo-hosted systems may be unavailable. Following expiration or termination of the applicable Subscription Term, Customer’s access to Customer Data stored in Exo-hosted systems will be limited to the retrieval period described in this Agreement, after which such Customer Data may be deleted. For more detailed disclosures regarding these terms and limitations, see Section 2(a) (“Exo Works Subscription Services”).
As used herein, “Customer Data” means the data, images, imaging studies, files, records, and other content that Customer or an End User inputs, transmits, uploads, transfers, submits, discloses, stores, or otherwise provides to Exo through the Exo Products, including through Exo Works Subscription Services or support, maintenance, implementation, training, product demonstration, sales support, customer service, or other activities in which Exo Processes such data. Customer Data that does not constitute Protected Health Information is governed by Addendum A (DPA). To the extent Customer Data constitutes Protected Health Information, such information is governed by Addendum C (BAA), and Addendum C controls over Addendum A with respect to Protected Health Information.

RECITALS
A. Customer represents, warrants, and covenants as follows:
i. Customer is a licensed physician or other medical practitioner in good standing and trained to use ultrasound, or is purchasing on behalf of a licensed physician or other medical practitioner in good standing who is trained to use ultrasound;
ii. Customer has all authority required under applicable law to purchase, possess, access, and use the Exo Products;
iii. Customer will ensure that each End User is appropriately credentialed, trained, and authorized to use the applicable Exo Product; and
iv. Customer is solely responsible for compliance with all laws, professional standards, supervision requirements, and scope-of-practice limitations applicable to Customer’s and its End Users’ use of the Exo Products.
B. Exo desires to sell Exo Devices, including Device-Only offerings where applicable, and to provide Exo Works Subscription Services where purchased by Customer, and Customer desires to purchase such Exo Devices and/or subscribe to Exo Works Subscription Services as set forth in the applicable Order Confirmation.
C. In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Exo Device Delivery
   a. Exo Devices are used by Customer and Customer-authorized, ultrasound imaging-qualified end users (“End Users”) to conduct ultrasound imaging and, when connected to a Customer- or End User-supplied display device (such as a smartphone or tablet), enable the ability to view and process ultrasound images. Access to and use of Exo Devices are restricted to Customer and its designated, qualified End Users only.
   b. Unless otherwise specified, Exo will package and pack all Exo Devices in a manner that is (i) in accordance with good commercial practice and (ii) acceptable to common carriers for shipment of the particular goods. Shipping dates, delivery dates, and Exo Device quantity availability described on the Order Confirmation or any other document are estimates only and are based upon prompt receipt from Customer of all necessary information. Exo is not liable for any failure to deliver Exo Devices on or by any estimated date. If, for whatever reason, Exo experiences shortages of its Exo Devices, it may allocate Exo Devices among its customers at its discretion. Unless otherwise agreed in writing by the Parties, all sales are made FOB Shipping Point, Freight Prepaid. Exo will use reasonable discretion in selecting the shipment mode but will consider Customer’s request for shipment mode in good faith, including any related change in pricing due to Customer’s requested shipment mode. Claims against Exo for shortages shall be deemed waived if not made within five business days after receipt of the shipment.
   c. No orders may be canceled or modified in any way without Exo’s prior written consent to each cancellation or change. Customer shall be deemed to accept the Exo Devices upon receipt unless it notifies Exo in writing of any Nonconforming Products (as defined below) within five (5) business days of receipt and furnishes such written evidence or other documentation as reasonably required by Exo. “Nonconforming Product” means an Exo Device that, upon delivery, (a) is materially different from the Exo Device identified on the Order Confirmation, (b) is damaged in transit, or (c) fails to power on or function in material accordance with Exo’s published specifications upon initial use, excluding issues caused by Customer equipment, connectivity, misuse, or third-party components. No delivered Exo Device may be returned by Customer for any or no reason without the prior written approval of Exo.
   d. All returns shall be in the original packaging or equivalent. Any Exo Device returned to Exo without prior authorization for its return or proper packaging may be refused. If Customer timely notifies Exo of and timely returns a Nonconforming Product, Exo shall, in its sole discretion, (i) replace such Nonconforming Product with a conforming Exo Device, or (ii) credit or refund the price for such Nonconforming Product, together with any reasonable shipping and handling expenses incurred by Customer in connection therewith. If Exo elects to replace the Nonconforming Product, the replacement will be shipped FOB Shipping Point, Freight Prepaid. Customer acknowledges and agrees that the remedies set forth in this Section are Customer’s exclusive remedies for the delivery of Nonconforming Products.

2. Exo Products, Exo Device Access, and Exo Works Subscription Services
   a. Exo Works Subscription Services
   i. Customer acknowledges that certain Exo Device features, including hosted workflows, hosted storage, web-based access, reporting, integrations, and other Exo-hosted functionality, may require access to and use of Exo Works Subscription Services, while other Exo Device functionality may be available through a Device-Only offering without an Exo Works Subscription Services subscription, as described in the applicable Order Confirmation and documentation. Exo Works Subscription Services are also available as a standalone, web-based service made available by Exo on a subscription basis for use in conjunction with images collected by third-party ultrasound imaging probes. To the extent Customer purchases Exo-hosted Exo Works Subscription Services, the availability, support, and related service-level commitments for such hosted services shall be governed by Addendum B (SLA).
   ii. Exo Works Subscription Services are subject to license and not sale. Exo Works Subscription Services are protected by copyright law and international treaty provisions, and all right, title, and interest in or to such Exo Works Subscription Services are expressly reserved to Exo and its licensors. Subject to Customer’s ongoing compliance with the terms and conditions of this Agreement (including timely payment of all applicable fees), Exo grants Customer a non-exclusive, non-transferable right during the subscription term set forth on the Order Confirmation (“Subscription Term”) to access and use the Exo Works Subscription Services set forth on the Order Confirmation. For any Device-Only offering, Customer’s license to embedded or locally enabled software is governed by Section 2(b) and is not conditioned on an active Subscription Term unless the applicable Order Confirmation expressly states otherwise.
   iii. Where Customer purchases Exo Works Subscription Services on a licensed-user, seat, or other usage-based basis, Customer acknowledges and agrees that utilization exceeding the number of licenses provided for in an Order Confirmation shall incur additional pro-rata license fees payable to Exo, subject further to the terms set forth in Section 3 (Prices and Taxes) and Section 4 (Payment and Remedies).
   iv. Customer acknowledges and agrees that Customer shall have no access to the Exo Works Subscription Services following the Subscription Term, except for limited access provided for a period of ninety (90) days to Customer’s designated administrative end users solely for purposes of permitting Customer to retrieve any of its data or images stored on the Exo Works Subscription Services. Such limited access will be provided to Customer contingent on Customer’s timely written request to Exo technical support. Customer understands that Exo may irrevocably delete any such data or images after the end of such ninety (90) day period. This subsection applies only to Customer Data stored in Exo-hosted systems as part of Exo Works Subscription Services and does not apply to data stored locally by Customer or in Customer-managed environments under a Device-Only offering.
   v. Customer shall not, directly or indirectly, and shall not authorize any person, to the maximum extent permitted by applicable law, to decompile, disassemble, reverse engineer, or attempt to reconstruct or discover any elements of; translate, adapt, or modify; sell, sublicense, transfer any rights in, use for the benefit of, or allow access to, unauthorized persons to; transmit unlawful, infringing or harmful data or code to or from; or otherwise use except as expressly permitted hereunder; the Exo Works Subscription Services (including without limitation all technology constituting or used to provide the Exo Works Subscription Services).
   vi. Except for the services set forth on the Order Confirmation, Exo is not responsible for and Customer agrees that it has no expectation of receiving, any training, implementation, integration, or similar product-related services, unless the Parties have agreed otherwise in a separate written agreement.
   vii. The Parties’ respective responsibilities for Exo-hosted, local, customer-managed, offline, and third-party hosted deployment models are set forth in Section 2(c) (Hosted and Local Deployment Models).
   viii. Exo may update, modify, or discontinue any features of the Exo Works Subscription Services from time to time, without advance notice to Customer, provided that Exo will not materially reduce the core functionality of the applicable Exo Works Subscription Services during the then-current Subscription Term except where required by law, security requirements, third party dependencies, or to address material technical or safety concerns. Exo shall employ commercially reasonable efforts to notify Customer in advance of any material adverse change.
   b. Exo Device Embedded Software
   i. Any software (including firmware) included or embedded in, or provided in connection with, an Exo Device, is subject to license and not sale. All such software is protected by copyright law and international treaty provisions, and all right, title, and interest in or to such software are expressly reserved to Exo and its licensors. Subject to Customer’s ongoing compliance with the terms and conditions of this Agreement (including timely payment of all applicable fees), Exo grants to Customer a non-exclusive, non-transferable license to use such software solely in the authorized operation of the Exo Device and in accordance with the documentation applicable to the Exo Device for which it is provided.
   ii. Customer may not (and may not permit anyone else to) (i) remove or use such software separately from the Exo Device in which it is embedded or for which it is provided; or (ii) port, reverse compile, decompile, disassemble, or reverse engineer such software. All proprietary notices incorporated in or affixed to the software shall be retained by Customer on all copies thereof and shall not be altered, removed, or obliterated.
   c. Hosted and Local Deployment Models
   i. Exo Products may be provided through one or more of the following deployment models, as identified in the applicable Order Confirmation: (a) Exo-hosted Subscription Services, if any, in which Exo makes available certain cloud-based or web-based features, storage, workflows, reporting, administrative tools, integrations, or other hosted service components; and/or (b) local, customer-managed, or third-party hosted use, in which Customer stores or manages images, data, systems, or workflows on Customer-controlled devices, networks, environments, or third-party systems rather than in Exo-hosted systems.
   ii. Customer acknowledges that the functionality, features, workflows, storage capabilities, user access, administrative tools, integrations, reporting, support model, retention options, and post-termination access rights available to Customer may vary depending on the applicable deployment model and purchased offering. Certain features or workflows may require Exo-hosted Subscription Services, an active Subscription Term, internet connectivity, compatible systems, or additional configuration, and may not be available, or may be materially limited, in local, customer-managed, offline, or third-party hosted environments.
   iii. For Exo-hosted Subscription Services, where purchased, Exo will provide the hosted service components described in the applicable Order Confirmation, subject to this Agreement. For local, customer-managed, offline, or third-party hosted workflows, Customer is solely responsible for the procurement, configuration, operation, security, retention, backup, recovery, lawful handling, and ongoing maintenance of all systems, environments, devices, networks, storage locations, and data not stored in Exo-hosted systems, except to the extent expressly stated otherwise in the applicable Order Confirmation or an applicable addendum.
   iv. Exo is not responsible for the availability, performance, integrity, security, recovery, or loss of any data, workflows, or functionality outside Exo-hosted systems, including where caused by Customer systems, local storage environments, third-party hosting providers, third-party software, connectivity failures, or Customer configuration choices. Customer further acknowledges that expiration or termination of the applicable Subscription Term, if any, may result in the loss of access to Exo-hosted features, workflows, and stored Customer Data, subject only to any limited retrieval rights expressly stated in this Agreement.

3. Prices and Taxes
   a. Except as otherwise specified by Exo in writing, prices for Exo Devices sold and Exo Works Subscription Services provided will be as set forth on the Order Confirmation (unless Customer uses Exo Works Subscription Services licenses in excess of the number of licenses provided for, in which case Customer shall be subject to an additional pro-rata license utilization fee without further Order Confirmation modification), or, if no such prices are set forth on the Order Confirmation, then as set forth in the last written quotation signed by Exo and provided to Customer. Listed prices may include, without limitation, one-time amounts (such as the purchase price of Exo Device(s)), as well as recurring fees (including, without limitation, fees for subscription to Exo Works Subscription Services). All recurring amounts listed are for the current Subscription Term, and Exo reserves the right to increase fees for subsequent periods. Unless otherwise stated on the applicable Order Confirmation, stated prices do not include any customs duties, sales, use, value-added, excise, goods and services, federal, state, local, or other similar taxes. All such duties or taxes shall be paid by Customer, or, in lieu thereof, Customer shall provide Exo with an appropriate exemption certificate. One-time fees are non-recurring unless expressly stated otherwise in the applicable Order Confirmation or other order record, and no Subscription Term or renewal applies to a Device-Only offering unless Exo Works Subscription Services are separately purchased.
   b. Customer is solely responsible for securing, at its own cost, all hardware and all internet access and connectivity required for the Exo Products and deployment model purchased by Customer, including any connectivity required to transmit data and images to and from Exo Works Subscription Services, where applicable. The prices listed on Exo’s quotation or Order Confirmation do not include costs of obtaining and maintaining internet access and connectivity.

4. Payment and Remedies
   a. Unless otherwise stated in the applicable Order Confirmation, all fees for Exo Products purchased through Exo’s web store, mobile application, website, or other online ordering channel are due and payable in United States dollars at the time of order using a payment method accepted by Exo. Customer authorizes Exo, and its third-party payment processors acting on Exo’s behalf, to charge the payment method associated with Customer’s account or online order for all fees, taxes, shipping charges, and other amounts due in connection with the applicable Order Confirmation. For any purchase not paid at checkout, all fees shall be due and payable in United States dollars in accordance with the payment terms set forth in the applicable Order Confirmation, invoice, or other order record, using a payment method accepted by Exo. Notwithstanding the foregoing, Exo may, in its discretion, require full or partial payment in advance, decline any order, delay shipment, withhold activation, or suspend access to Exo Products if Customer’s payment cannot be verified, is declined, or if Exo reasonably determines that Customer’s financial condition or payment history does not justify extension of credit. Exo reserves the right to subject all shipments and provision of services hereunder to credit approval or review by Exo and, in furtherance of this right, Exo may require Customer to provide reasonable billing, credit or account information in connection with any approved invoiced purchase. Customer shall provide such credit information, references, and assurances as are requested by Exo at any time.
   b. Where Exo agrees in the applicable Order Confirmation or invoice to bill Customer rather than require payment at checkout or in advance, invoiced amounts shall be due within thirty (30) days after the invoice date, unless a different payment period is expressly stated in the applicable Order Confirmation or invoice. Any amounts not paid when due shall accrue interest at the rate of 2% per month, or the highest rate allowed by applicable law, whichever is lower. Customer agrees to pay all costs of collection, including costs of litigation and reasonable attorneys’ fees.
   c. Where Customer purchases Exo Works Subscription Services, the applicable subscription fees, billing interval, and renewal terms shall be as stated in the applicable Order Confirmation.
   d. Where Customer purchases Exo Works Subscription Services, Customer acknowledges and agrees that Exo may suspend or terminate Customer’s access to Exo Works Subscription Services in the event any amounts are not paid when due; provided that, in such event, Exo will continue to provide limited access to Exo Works Subscription Services for ninety (90) days solely to permit Customer to retrieve any of its data or images stored on Exo Works Subscription Services.
   e. Exo may accept partial payment in an amount less than the full amount due, but such acceptance shall not constitute a waiver of Exo’s right to collect the balance or accord and satisfaction, notwithstanding Exo’s endorsement of a check or other instrument. If Customer has a good faith dispute regarding payment for a particular Exo Device or Exo Works Subscription Services, such dispute shall not entitle Customer to withhold payment to Exo for any other Exo Device or portion of Exo Works Subscription Services. Customer shall pay all amounts due under this Agreement without setoff, recoupment, or deduction, except to the extent required by applicable law or finally determined by a court of competent jurisdiction.
   f. Each individual shipment may be invoiced and paid as a separate and independent transaction. Exo reserves a purchase money security interest in Exo Devices sold to Customer, as applicable, and in the proceeds thereof, until payment is made in full by Customer. Customer agrees to execute and deliver such documents, and take such further actions, as Exo may reasonably request to evidence, perfect, or enforce such security interest in accordance with applicable law.
   g. If Customer fails to pay any sum when due (including, where applicable, for Customer utilization of Exo Works Subscription Services licenses exceeding that provided for in an Order Confirmation), fails to accept delivery of any conforming Exo Device, returns an Exo Device without advance authorization of Exo, or otherwise fails to comply with this Agreement, then, in addition to any other remedies available under this Agreement or applicable law, Exo may suspend Exo Works Subscription Services, cancel further deliveries, withhold or disable access to Exo Products, recover amounts due, and pursue any other remedies. Customer shall remain liable for the amounts due, including without limitation the stated price of the Exo Device(s) not accepted or returned without authorization.
   h. The dollar value of the discounts or other reductions in price pursuant to this Agreement, if any, and any other items and services not paid for by Customer and received by Customer under this Agreement are “discounts and other reductions in price” under Section 1128B(b)(3)(A) of the Social Security Act (42 U.S.C.§ 1320-a-7b(b)(3)(A)), as amended. It is the intent of the Parties to comply with the Anti-Kickback Law Discount Safe Harbor (42 C.F.R.§ 1001.952(h) as amended). The Discount Safe Harbor requires that certain discounts be reported and/or passed on to Federal and State health care programs, such as Medicare and Medicaid. Customer understands and agrees it must properly disclose the discounts or reductions in price, and reflect such discounts or reductions in price in the costs claimed or charges made under any Federal or State health care program which provides cost or charge-based reimbursement to Customer for the items and services covered by this Agreement. Customer shall be solely responsible for determining whether the savings or discounts it receives must be reported or passed on to payors.

5. Ownership and Reservation of IP Rights
   a. Exo owns all right, title, and interest in and to:
   i. the Exo Works Subscription Services and the technology, software, firmware, hardware, products, processes, algorithms, user interfaces, documentation, user manuals, and know-how related to the Exo Works Subscription Services and Exo Devices;
   ii. any data and content generated through the use or execution of the Exo Works Subscription Services or any software (including firmware) included or embedded in, or provided in connection with, an Exo Device to the extent such data or content does not include Customer Data (as defined in Addendum A (DPA));
   iii. any and all Exo Confidential Information (as defined below);
   iv. Anonymized Data (as defined in Addendum A (DPA));
   v. the Exo Devices, subject to Subsection 5(e) (Customer Property), and the technology, software, firmware, hardware, products, processes, algorithms, user interfaces, documentation, user manuals, and know-how related to the Exo Devices; and any and all Intellectual Property Rights (as defined herein) embodied in, related to, or arising from the items described in this Section 5(a)(i)-(v) (collectively, “Exo Property”). “Intellectual Property Rights” shall mean patents, inventions, utility models, trademarks, service marks, trade and service names, copyrights, database rights, and design rights (whether or not any of them are registered, and including applications for registration of any of them), rights in know-how, moral rights, trade secrets and rights of confidence and all rights or forms of protection of a similar nature or having similar or equivalent effect to any of them which may exist anywhere in the world.
   vi. Exo shall own any and all developments, inventions, discoveries, modifications, derivative works, documentation, training materials, implementation guides, customizations, work product, and other deliverables created, conceived, reduced to practice, authored, or developed in connection with any Exo-furnished professional services.
   b. Exo shall have, and Customer hereby grants, a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, reproduce, modify, distribute, display, perform, create derivative works from, and otherwise exploit, or incorporate into the Exo Works Subscription Services and Exo Devices any suggestions, enhancement requests, recommendations, or other feedback provided by Customers and End Users relating to the Exo Works Subscription Services and Exo Devices.
   c. Customer shall not use any trade name, trademark, service mark, logo, commercial symbol, or any other proprietary rights of Exo in any manner without Exo’s prior written authorization. Exo may use Customer’s name and logo on the Exo website and in Exo’s collateral marketing materials, provided that Customer has approved the form of any such use in writing, such approval not to be unreasonably withheld.
   d. Customer retains ownership of all Customer Data, including data and images it transmits to the Exo Works Subscription Services and Customer Data stored locally or in Customer-managed environments in connection with a Device-Only offering. Following receipt of Exo Devices and payment of the Exo Device fees pursuant to the terms of this Agreement and the applicable Order Confirmation, Customer owns all right, title, and interest in and to the Exo Devices. Customer Data (as defined in Addendum A (DPA)) and Exo Devices owned by Customer pursuant to this Section 5(d) are collectively referred to as “Customer Property.” Exo has no responsibility for Customer Data stored locally or in Customer-managed environments except to the extent expressly stated in the applicable Order Confirmation or addendum.
   e. Except as expressly set forth herein, the sale of an Exo Device or license to Exo Works Subscription Services by Exo does not transfer any of Exo’s Intellectual Property Rights or convey any license, expressly or by implication, estoppel or otherwise, to any of Exo’s intellectual property. No other title, rights, or licenses to the Exo Device, Exo software, or Exo Works Subscription Services, or any Intellectual Property Rights in, to, or embodied by any of the foregoing are granted under these terms. The rights and licenses granted herein are personal to Customer and are not transferable to any third party without the express written consent of Exo. All rights not expressly granted to Customer herein are expressly reserved by Exo. 
   f. For the avoidance of doubt, all AI models, algorithms, parameters, improvements, refinements, derivative works, and related intellectual property developed, trained, validated, refined, or otherwise used by Exo in connection with the Exo Products or Exo Works Subscription Services shall be exclusively owned by Exo.

6. System Monitoring
   a. Exo expressly reserves the right to monitor use of Exo Works Subscription Services and, where technically enabled and disclosed in Exo’s Privacy Notice or documentation, collect diagnostic, telemetry, performance, security, or device-status information from Exo Device software, including embedded software; provided that license-utilization monitoring applies only to Exo Works Subscription Services or other usage-based offerings. See Exo Privacy Notice, expressly incorporated herein by reference, for more details.
   b. Exo may gather system data for the purpose of optimizing the Exo Works Subscription Services or its software (including firmware) included or embedded in or provided in connection with an Exo Device. This information includes but is not limited to, data regarding memory usage, connection speed, and efficiency, as well as temperature, battery, and other Exo Device characteristics.
   c. Exo shall have no obligation to monitor Customer Data but reserves the right to monitor the Exo Works Subscription Services for purposes of verifying compliance with the terms of this Agreement. Exo’s Privacy Notice, available at https://www.exo.inc/privacy-policy describes Exo’s collection, use, and disclosure of information in connection with the Products and Services.

7. Customer Responsibilities and Acknowledgements
   a. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL ITS (AND ITS END USERS’) CLINICAL AND MEDICAL TREATMENT AND DIAGNOSTIC DECISIONS.
   b. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL ITS (AND ITS END USERS’) DECISIONS TO USE EXO DEVICES, OR EXO WORKS SUBSCRIPTION SERVICES FOR ANY MEDICAL PROCEDURES OR OTHER PURPOSES.
   c. Customer is solely responsible for maintaining the Exo Device (including cleaning and disinfecting) in accordance with all written instructions and labeling and implementing safety measures to guard against the possibility of injury or damage in the event of a failure or malfunction of an Exo Device.
   d. Customer is solely responsible for securing, at its own cost, all hardware and all internet access and connectivity required for the Exo Products and deployment model purchased by Customer, including any connectivity required to transmit data and images to and from Exo Works Subscription Services, where applicable. Customer shall be solely responsible, and under no circumstances will Exo or any of its licensors or suppliers be responsible, for any loss, damage, or liability arising out of any Customer equipment, including any delays, inaccuracies, errors, malfunctions, battery depletion or battery failure, security failures, or other incident attributable to Customer equipment.
   e. Customer is solely responsible for, and under no circumstances will Exo or any of its licensors or suppliers be responsible, for any loss, damage, or liability arising out of any Customer Data, including any mistakes or inaccuracies contained in the Customer Data, the use (or misuse or misappropriation) or subject matter of the Customer Data, or Customer Data while it resides in or is stored on Customer Equipment.
   f. Where Customer uses Exo Works Subscription Services, Customer is solely responsible for uploading Customer Data for storage in accordance with the Exo documentation and for any loss of Customer Data resulting from Customer’s failure to so upload.
   g. Customer shall use Exo Products only for clinical diagnostic purposes in the diagnosis or treatment of a disease or condition, and not for any other purposes (including entertainment or recreational purposes). Customer shall not use any AI-enabled functionality incorporated into the Exo Products for any disease, condition, indication, clinical application, or use case that has not been expressly authorized by Exo in the applicable documentation, labeling, or regulatory clearance.
   h. Customer agrees and acknowledges that Exo cannot and does not provide medical advice. Exo has not recommended and does not recommend that Exo Products, whether hardware or software, be used for any particular purpose.
   i. Customer agrees and acknowledges that all semiconductor products experience failure rates, which may vary according to use conditions and other circumstances.
   j. Customer further agrees and acknowledges that it will:
   i. establish and maintain industry-standard technical information and physical and administrative security protocols, including virus protection, for all Customer equipment;
   ii. prevent unauthorized access to Exo Works Subscription Service and Exo Devices and interception of transmission of Customer Data from the Exo Device to any connected Customer equipment.
   k. Customer is solely responsible for implementing and maintaining operational workflows, access controls, credentialing practices, identity-verification procedures, unique user-identification practices, auditability controls, and non-repudiation controls for Customer’s and its End Users’ use of Exo Products, including in any local, offline, customer-managed, third-party hosted, or manual-entry workflow. Customer shall ensure that such workflows and controls satisfy all laws, regulations, professional standards, institutional policies, and security frameworks applicable to Customer’s use of Exo Products, including HIPAA where applicable and any HITRUST, ISO 27001, or similar framework adopted or required by Customer. Where the applicable Exo Product or workflow permits manual entry of a clinician identifier or other user-identifying information, including before transmission to PACS or another Customer-managed system, Customer is solely responsible for the accuracy, authorization, traceability, and auditability of such entries. Exo is not responsible for identity spoofing, inaccurate audit trails, or Customer’s regulatory non-compliance arising from Customer’s or its End Users’ manual entry, Customer-managed workflows, or Customer-managed systems, except to the extent directly caused by Exo’s breach of this Agreement, the DPA, or the BAA, as applicable.
   l. Customer shall not, and shall not allow or assist any End User or other entity to:
   i. use the Exo Device in a manner inconsistent with its labeling;
   ii. rent, lease, sublicense, assign, distribute, transfer, copy, reproduce, download, display, modify or timeshare or otherwise make Exo Works Subscription Services or any portion thereof available to any third party other than End Users as contemplated by this Agreement and the applicable Order Confirmation;
   iii. use the Exo Devices or Exo Works Subscription Services to send or store infringing or unlawful material or material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
   iv. modify, copy or create derivative works based on Exo Products, provided that Customer may print, annotate or export Customer Data, but only to the extent expressly permitted in the Exo documentation and only for purposes of providing medical care to the individual patient associated with such Customer Data;
   v. translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover any source code or underlying ideas of any Exo Products, or modify any Exo Products, except to the extent (but only to such extent) that applicable law prohibits such restrictions;
   vi. access or use Exo Products to develop or create competing products or services or copy any features or user interface of the Exo Works Subscription Services or otherwise use such Exo Works Subscription Services as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution;
   vii. attempt to repair an Exo Device;
   viii. disable any security devices or codes on an Exo Device or Exo Works Subscription Services;
   ix. alter, remove, or obscure any proprietary rights notices on Exo Products or related documentation;
   x. use the Exo Works Subscription Services for benchmarking or other comparative analysis intended for publication without Exo’s prior written consent.

8. Warranties and Disclaimers
   a. (Standard Warranty) Exo warrants that:
   i. for a period of one year from delivery, the delivered Exo Devices will (i) be free from material defects in workmanship, material, and manufacture; (ii) materially conform to Exo’s specifications; and (iii) comply with all applicable laws and regulations;
   ii. during the applicable Subscription Term, the Exo Works Subscription Services and the software embedded in Exo Devices will materially conform to Exo’s specifications. For any Exo-hosted Exo Works Subscription Services purchased by Customer, Exo’s availability, support, and related service-level obligations are as set forth in Addendum B (SLA), which provides Customer’s sole and exclusive remedy for service-level deficiencies of such hosted services. For embedded software included in a Device-Only offering, Exo warrants that such embedded software will materially conform to Exo’s applicable specifications during the Exo Device warranty period or other such period stated in the applicable Order Confirmation.
   b. (Exo Devices Extended Warranty – If Applicable) Exo further warrants that:
   i. for a period of either one additional year or two additional years, as applicable, from the expiration of the Standard Warranty, and subject to the exceptions set forth in this Section 8.b., the delivered Exo Devices will (i) be free from material defects in workmanship, material, and manufacture; (ii) materially conform to Exo’s specifications; and (iii) comply with all applicable laws and regulations.
   ii. Exo Devices Extended Warranty does not apply to any of the following: consumable parts, such as batteries that are designed to diminish over time, unless failure has occurred due to a defect in materials or workmanship; cosmetic damage, including but not limited to scratches, dents and broken plastic on ports unless failure has occurred due to a defect in materials or workmanship; damage caused by use with a third party component or product that does not meet Exo’s specifications; damage caused by accident, abuse, misuse, fire, liquid contact, earthquake or other external cause; damage caused by operating the Exo Device outside Exo’s published guidelines; damage caused by service (including repair service) performed by anyone who is not an authorized representative of Exo; an Exo Device that has been modified to alter functionality or capability without the written permission of Exo; or defects caused by normal wear and tear or otherwise due to the normal aging of the Exo Device.
   c. EXCEPT FOR THE FOREGOING WARRANTIES, EXO MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR OTHER WARRANTIES THAT MIGHT ARISE FROM THE COURSE OF DEALING OR CUSTOM OF TRADE.
   d. All warranties cover only defects arising under normal use in compliance with Exo’s specifications and do not include malfunctions or failures resulting from misuse, abuse, neglect, alteration, modification, or improper installation, repairs by anyone other than Exo, or failure to implement or adhere to Exo’s User Manual or fixes for avoiding the defect. All warranties are subject to Customer’s timely payment of applicable fees for the relevant Exo Product, including the Exo Device purchase price for Device-Only offerings and any applicable subscription fees for Exo Works Subscription Services. All warranties are provided to Customer only and not to any third party, and Customer may not pass through any Exo warranty to any third party. No agent, employee, or representative of Exo has any authority to bind Exo to any affirmation, representation, or warranty relating to the Exo Products other than as specifically provided herein. The warranties set forth in this Section allocate risks of Exo product defect between Customer and Exo, and both Customer and Exo acknowledge and agree that the price of the Exo Products reflects such risk allocation.
   e. The foregoing warranties are provided subject to the following conditions: (1) if Exo Device becomes defective during the warranty period, Customer shall notify Exo promptly in writing of any claims; (2) if Exo advises Customer to return Exo Device for repair or replacement, Customer will follow Exo’s instructions with respect to the return of such Exo Device, including without limitation the RMA Policy; (3) if Exo Device alleged by Customer to be defective or returned to Exo for repair as provided in this Section is either (i) not under warranty, or (ii) determined not to be defective, or (iii) defective due to any cause or condition not covered under the warranty provided herein, Customer agrees to reimburse Exo for all reasonable expenses incurred in the shipping, handling, and inspection of such Exo Device; (4) Exo Devices will be accepted by Exo for warranty claim verification only when returned by Customer in a condition which allows for suitable testing by Exo; (5) Exo will bear the costs of shipping defective Exo Device to Exo in accordance with the foregoing; and (6) if Exo elects to replace the allegedly defective Exo Device, the replacement will be shipped FOB Shipping Point, Freight Prepaid. In addition, if Customer claims that the Exo Works Subscription Services were not operational as warranted, Customer will provide documentary evidence of the unavailability.
   f. If Exo verifies the warranty claim with respect to an Exo Device (other than a warranty claim primarily with respect to the software or Exo Works Subscription Services), then Exo will, within a reasonable period following Exo’s receipt of the Exo Device subject to the warranty claim, at its expense and sole option: (1) repair the defect in the Exo Device; (2) replace the non-conforming Exo Device with an Exo Device of similar or better functional performance; or (3) credit or refund the purchase price for such Exo Device. If Exo verifies the warranty claim with respect to software, embedded software for Device-Only offerings, or the Exo Works Subscription Services, including without limitation that the Exo Works Subscription Services or embedded software were not operational, then Exo will, at its expense and sole option: (1) fix or repair the issue causing the warranty claim; or (2) credit or refund the amounts paid for such defective software, embedded software, or Exo Works Subscription Services corresponding to the period the issue occurred.
   g. Exo shall have no obligation to Customer under the warranty, or otherwise, if:
   i. the failure of Exo Works Subscription Services or embedded software to materially conform to Exo’s specifications can be attributable to Customer equipment, third-party software or hardware, Customer-managed systems, or Customer Data;
   ii. the failure of Exo Works Subscription Services or embedded software to materially conform to Exo’s specifications can be attributable to causes that are not the responsibility of Exo; or
   iii. Customer acknowledges and agrees that the remedies set forth in this Section are Customer’s sole and exclusive remedies for defective or allegedly defective Exo Products.

9. Limitation of Liability and Release
   a. Customer acknowledges that Customer and its licensed clinical personnel are solely responsible for all medical judgments, diagnoses, treatment decisions, billing submissions, and patient-care decisions. Exo does not assume responsibility for the practice of medicine or other professional healthcare services.
   b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EXO BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND BASED ON ANY CLAIM OR LEGAL THEORY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF DATA, LOST OPPORTUNITY, LOST SAVINGS, LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR COST OF SUBSTITUTE SERVICES OR TECHNOLOGY, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.
   c. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EXO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNIFICATION OBLIGATION, OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO EXO FOR THE INDIVIDUAL PRODUCT(S) THAT IS/ARE THE SUBJECT OF THE ALLEGED CLAIM AND DIRECTLY CAUSED THE ALLEGED DAMAGE. No action against Exo for breach hereof shall be commenced more than one (1) year after the accrual of the cause of action.
   d. CUSTOMER ACCEPTS ALL LIABILITY FOR THE USE OF EXO PRODUCTS IN LIFE SUPPORT DEVICES OR SYSTEMS OR IN ANY OTHER CRITICAL APPLICATIONS. EXO PRODUCTS ARE NOT AUTHORIZED FOR USE AS CRITICAL COMPONENTS IN LIFE SUPPORT DEVICES OR SYSTEMS OR OTHER CRITICAL APPLICATIONS. Life support devices or systems are those which are intended to support or sustain life and whose failure to perform can be reasonably expected to result in a significant injury to the user. Critical components are those whose failure to perform can be reasonably expected to cause a failure of a life support device or system or affect its safety or effectiveness. Critical applications are those applications in which failure of an Exo Device or Exo Works Subscription Services could result directly or indirectly in death, personal injury, or severe property or environmental damage.
   e. CUSTOMER HEREBY RELEASES EXO FROM ANY CLAIMS ARISING FROM OR RELATED TO THE CONDUCT OF THE CUSTOMER’S BUSINESS OR FOR ACTS OR OMISSIONS OF CUSTOMER OR ITS END USERS IN THE PROVISION OF MEDICAL CARE, AND THAT ANY RELIANCE UPON ANY OF EXO’S PRODUCTS HEREUNDER SHALL NOT DIMINISH THE CUSTOMER'S RESPONSIBILITY FOR MEDICAL CARE.
   f. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO: (A) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10; (B) EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS; (C) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (D) CUSTOMER’S BREACH OF THE USE RESTRICTIONS SET FORTH IN THIS AGREEMENT.

10. Indemnity
    a. Exo will, at its sole option, defend or settle any legal action asserted against Customer by a third party to the extent based on a claim that any Exo Device or Exo Works Subscription Services directly infringes any U.S. patent, copyright, or trade secret of such third party. Exo will pay any damages finally awarded against Customer to the third party in any such action that is directly attributable to such claims if resulting from (i) a final, non-appealable judgment of a court of competent jurisdiction, or (ii) any settlement of such claims that Exo approved. Exo shall not be responsible for any settlement made or expense incurred without Exo’s prior written consent. Notwithstanding anything else in this Agreement, Exo has no obligation to indemnify or defend claims arising from or relating to: (i) modification of any Exo Device or Exo Works Subscription Services by anyone other than Exo or the use of any Exo Device or Exo Works Subscription Services where such use is contrary to its specification or instructions for use; (ii) combination of any Exo Device or Exo Works Subscription Services with any thing other than other Exo Devices or Exo Works Subscription Services; (iii) implementation or compliance with, in whole or in part, any industry standard or specification (such as Wi-Fi, Bluetooth, PCI-E, HTML, ACPI, or EUFI) promulgated by any recognized industry trade group, consortium or standard setting organization (such as IEEE, 3GPP, IETF, W3C, and USB-IF), or any intellectual property rights related thereto; (iv) Customer’s continued use of any Exo Device or Exo Works Subscription Services after Customer was notified of infringement or after Exo informed Customer of a modification or workaround that would have avoided infringement; or (v) any claim by a third party after Customer has first asserted a claim of infringement or misappropriation against such third party. Customer will have the burden of proving that (i) the defense and indemnity obligations are required under this Section, and (ii) the exclusions set forth in this Section are inapplicable. Except as expressly provided in this Section, Exo has no obligation or liability to Customer for any actual or alleged infringement related to any Exo Device or Exo Works Subscription Services. The foregoing indemnity is limited to Customer. Customer may not assign, transfer or pass through this indemnity to any third party.
    b. In the event any Exo Product is, or Exo determines it is likely to become, the subject of a claim for which Customer is entitled to defense and indemnity under this Section, Exo may in its sole discretion: (i) procure a license for Customer (at no expense to Customer) to continue using the Exo Product; (ii) replace the Exo Product with a similarly functioning non-infringing Exo Product; or (iii) modify the Exo Product so long as there is no material loss of functionality; or (iv) refund or credit Customer the purchase price for the Exo Device, less appropriate depreciation, in which case Customer will promptly ship the Exo Device back to Exo.
    c. Customer shall, at its sole option, defend or settle any legal action asserted against Exo (including its licensors, and suppliers, and their respective directors, officers, shareholders, employees, contractors and agents) by a third party to the extent based on a claim of or arising from: (i) any gross negligence or willful misconduct by Customer; (ii) any failure by Customer to procure appropriate consents or authorizations, including from patients; (iii) any failure by Customer to comply with this Agreement, Addendum A (DPA), Addendum C (BAA), or the applicable Order Confirmation; (iv) Customer’s use or misuse of any Exo Products; (v) Customer’s or Customer’s patients’ data (whether properly or improperly obtained and/or transmitted); (vi) Customer equipment, including, without limitation, any failure or malfunction caused by non-Exo equipment connected to any of Exo’s Devices or Exo Works Subscription Services; (vii) Customer’s failure to comply with any applicable law to which it may be subject in the use of any Exo Products; (viii) the consequences of Customer’s utilization of any Exo Products in respect of any third party; and (ix) any allegation that Customer equipment or data infringes any patent, copyright or trade secret of such third party.
    d. Should Customer purchase or use an Exo Product for any critical application, Customer shall indemnify and hold Exo harmless against all claims, costs, damages and expenses and reasonable attorneys’ fees arising out of, directly or indirectly, any claim of product liability, personal injury, or death arising in any way out of use of the Exo Product (whether an Exo Device or Exo Works Subscription Services) in a life support device or system or other critical application.
    e. The Party having the benefit of the indemnification obligation under this Section (“Indemnitee”) shall:
    i. give the Party having the indemnification obligation (“Indemnitor”) prompt notice of any claim;
    ii. allow the Indemnitor to have sole control over the defense and settlement of the claim, provided, however, that the Indemnitee shall have the option, at its sole discretion, to participate in the defense of any such claim using attorneys selected by it, the costs and expenses of which shall be the responsibility of Indemnitee; and
    iii. provide all assistance reasonably requested by Indemnitor, at Indemnitor’s expense, in the defense and settlement of the claim.
    f. The Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to a claim without the Indemnitee’s prior written consent (not to be unreasonably withheld or delayed) unless:
    i. the judgment or proposed settlement involves only the payment of monetary damages by the Indemnitor, and does not impose injunctive or other equitable relief upon or otherwise adversely affect the Indemnitee;
    ii. there are no additional claims pending against the Indemnitee, and no adverse impact on existing claims as a result of the judgment or proposed settlement; and
    iii. the Indemnitee will have no liability with respect to such judgment or proposed settlement and will not otherwise be materially and adversely affected by the terms of such settlement. 
11. Product Discontinuance
    Exo reserves the right to discontinue production of any Exo Product at any time without notice except for that quantity of Exo Product for which Exo has received and acknowledged an Order Confirmation and has scheduled such Exo Product for shipment within six (6) months of the date of such acknowledgment. For that quantity of Exo Product impacted by product discontinuance for which Exo has received and acknowledged an Order Confirmation and scheduled shipment as set forth in the prior sentence, Exo reserves the right to replace that discontinued Exo Product with another Exo Product that is functionally equivalent or better than the Exo Product being discontinued.
    If Customer reasonably determines that the substitute product is not functionally equivalent for Customer’s intended use as documented in the Order Confirmation, Customer may reject the substitute in accordance with Section 1 of this Agreement and may be further be entitled to the remedies set forth in Section 1.
12. Force Majeure
    Exo shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, epidemics, pandemics, accident, riot, war, government intervention or restrictions, embargoes, strikes, labor difficulties, equipment failure, internet or telecommunications failures, cyberattacks, late delivery by suppliers or other difficulties which are beyond the reasonable control of Exo. QUANTITIES OF EXO PRODUCT ARE SUBJECT TO AVAILABILITY. In the event of production difficulties or Exo Product shortages, Exo may allocate sales and deliveries at its sole discretion. 
13. Confidential Information
    a. The Parties, including its respective affiliates, employees, agents and subcontractors, shall comply with the terms of any nondisclosure agreement between the Parties ( “NDA”) with respect to confidential and proprietary information belonging to one Party (“Disclosing Party”), and disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Confidential Information may include, without limitation, patient information, information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information and marketing plans, internal business processes, product designs.
    b. The Receiving Party shall restrict disclosure of the Disclosing Party’s Confidential Information solely to its employees, attorneys, accountants, contractors and other representatives with a need to know, not disclose it to any third parties, except End Users as permitted hereunder, and use no less than reasonable care in its obligations.
    c. Confidential Information will not, however, include any information that: was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s files and records; is obtained by the Receiving Party from a third party without a breach of the third party’s obligations of confidentiality; or is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession.
    d. A Receiving Party may disclose the Disclosing Party’s Confidential Information if required by law so long as the Receiving Party gives the Disclosing Party prompt written notice of the requirement prior to the disclosure and assistance in obtaining an order protecting the information from public disclosure.
    e. Neither Party will reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody the other Party’s Confidential Information and that are provided to the Party in accordance with this Agreement.
14. Export Compliance
    Customer is responsible for complying with all applicable export control laws and regulations with respect to the reexport, shipment, transfer, or use of Exo Products. Customer will not provide Exo Devices to entities or individuals that are prohibited from receiving such Exo Devices under applicable laws, including the laws of the United States. A current list of such prohibited entities under U.S. law is available at the following link: https://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern and https://www.commerce.gov/tags/entity-list. Customer will not export, reexport, or transfer Exo Devices as follows, unless it has authorization to do so under any applicable export control and sanctions laws of the United States: (a) to the Crimea Region, Cuba, Iran, North Korea, Sudan, Syria, or any other country sanctioned or embargoed under U.S. law, or any nationals of such countries; (b) for military end-uses or military end-users restricted under United States laws; and (c) for uses in connection with chemical, biological, or nuclear weapons, or missiles capable of delivering such weapons. 
15. Resale
    Customer acknowledges that the Exo Devices may be authorized by federal or applicable state law for use only by licensed medical professionals. Customer agrees not to resell Exo Devices, directly or indirectly, to any third party without Exo’s prior written authorization. This provision is not intended to prohibit transfers to Customer’s affiliated professional entities or locations under common control for their internal clinical use, subject to the use restrictions in this Agreement.
16. Waiver
    Exo's failure to enforce any of the provisions of this Agreement, to exercise any election or option provided herein, or to require Customer's performance of any of the provisions herein at any time will not in any way be construed as a waiver of such provisions. 
17. Assignments
    Neither Party may assign its rights or obligations hereunder without the other Party’s express prior written consent and any attempted assignment without such consent shall be null and void; provided, however, that either Party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, so long as the assignee assumes all obligations under this Agreement.
18. Applicable Law
    The terms and conditions of this Agreement shall be governed by the laws of the State of California. The Parties hereby acknowledge and agree that the provisions of the Sale of Goods (United Nations Conventions) Act, Chapter 283A, as amended or replaced, are expressly excluded and shall not apply hereto or Exo’s sale of the Exo Device to Customer. The Parties hereby waive any objection to the exclusive jurisdiction and venue of the state and federal courts in San Francisco, California. 
19. Term and Termination
    a. This Agreement shall remain in effect until terminated in accordance with Section 19 (b) or Section 19 (c) below.
    b. As applicable, Customer’s access to Exo Works Subscription Services shall continue for the Subscription Term specified on such Order Confirmation. At the expiration of each Subscription Term, the Subscription Term for all Exo Works Subscription Services will automatically renew for successive one (1) year terms, unless either Party elects not to renew by notifying the other Party, in writing and at least sixty (60) days prior to the expiration of the current term, of its intention not to renew (or at any time before the renewal date if the expiring Order Confirmation provides for a month-to-month subscription). Except as otherwise specified in a written notice sent to Customer at least sixty (60) days prior to renewal (or thirty (30) days, if the expiring Order Confirmation provides for a month-to-month subscription), Exo’s per-unit pricing for any renewal Subscription Term shall not increase by more than five percent (5%) over the renewing Subscription Term. Any introductory or temporary discount offered in a previous Subscription Term does not apply to a renewal Subscription Term. For the avoidance of doubt, the foregoing caps on price increases shall not apply to renewals in which a Customer is transitioning from a month-to-month subscription to a longer subscription. This Section 19(b) does not apply to Device-Only offerings unless the applicable Order Confirmation expressly includes a renewable subscription or recurring service component.
    c. Either Party may terminate this Agreement and/or any Order Confirmation by providing written notice to the other Party in the event the other Party materially breaches any of its duties, obligations, or responsibilities under this Agreement and fails to: (i) cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or (ii) if the breaching Party is incapable of curing such breach within thirty (30) days, provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan. In addition, a Party may terminate this Agreement by providing written notice to the other Party if there is no Order Confirmation in effect for more than thirty (30) days, continuously. Written notice shall be given via acceptable methods set forth in this Agreement.
    d. If the Agreement is terminated by Exo as a result of a material breach by Customer, Customer shall remain liable for all amounts due or accrued, including, where applicable, the Exo Works Subscription Services fees for the then-current Subscription Term and any unpaid amounts for Exo Devices or Device-Only offerings.
    e. Expiration or termination of one Order Confirmation shall not affect any other Order Confirmation. In the event of termination of this Agreement, and only as applicable, Customer shall have no access to the Exo Works Subscription Services following the Subscription Term, except for limited access provided for a period of ninety (90) days to Customer’s designated administrative end users solely for purposes of permitting Customer to retrieve any of its data or images stored as part of Exo Works Subscription Services. After ninety (90) days, Exo shall have no obligation to maintain or provide any Customer Data and may, unless legally prohibited, irrevocably delete all Customer Data in its possession. Any post-termination retrieval rights, retention limitations, or deletion obligations relating to Customer Data remain subject to Addendum A, and any continuing hosted-service availability commitments during the applicable Subscription Term remain subject to Addendum B. This Section applies only to Customer Data stored as part of Exo Works Subscription Services or other Exo-hosted systems and does not apply to Customer Data stored solely on Customer equipment, Customer-managed systems, or third-party environments.
    f. The following provisions shall survive the termination or expiration of this Agreement for any reason and shall remain in effect after any such termination or expiration: Sections 3 (Prices and Taxes), 4 (Payment and Remedies), 5 (Ownership and Reservation of IP Rights), 7 (Customer Responsibilities and Acknowledgements), 8 (Warranties and Disclaimers), 9 (Limitation of Liability and Release), 10 (Indemnity), 12 (Force Majeure), 13 (Confidential Information), 14 (Export Compliance), 15 (Resale), 16 (Waiver), 17 (Assignments), 18 (Applicable Law), 19 (Term and Termination), 20 (Notices), and 21 (Miscellaneous). Termination or expiration of this Agreement shall not affect any obligation accrued or arising prior to such termination or expiration. 
20. Notices
    a. Notices must be in writing and may be delivered by email, in-product or account portal notification, nationally recognized overnight courier, or certified mail. Notices to Customer may be sent to the primary email or postal address associated with Customer’s account or identified in the applicable Order Confirmation, first-time acknowledgment record, or other order record.
    b. Each notice shall be deemed given upon receipt of such notice by the other Party.
    c. All notices shall be sent to the Parties at the email or postal addresses set forth in the applicable Order Confirmation, first-time acknowledgment record, or other order record. 
21. Miscellaneous
    a. Subject to the exceptions set forth in Section 2 (Exo Products, Exo Device Access, and Exo Works Subscription Services) and Section 3 (Prices and Taxes) as they relate to Customer utilization of Exo Works Subscription Services licenses exceeding that provided for in an Order Confirmation, this Agreement’s terms and conditions, including those on the Order Confirmation or applicable first-time acknowledgment record, constitute the entire agreement with regard to this transaction and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to said transaction.
    b. Exo may update these Terms from time to time by posting an updated version online or in the applicable mobile application, or by providing notice through Customer’s account, email, or other agreed written communication. Exo will provide at least thirty (30) days’ advance notice of any material changes to these Terms. Any such update will apply to Orders placed, first-time acknowledgments completed, or renewal terms beginning after the effective date of the update, unless otherwise required by law or mutually agreed in writing.
    c. If a Party waives any term or provision or the other Party’s breach of this Agreement, such waiver shall not be effective unless it is in writing and signed by the Party against whom such waiver is asserted.
    d. This Agreement’s terms and conditions shall be binding upon the heirs, successors, and assigns of the Parties hereto.
    e. If any provision of this Agreement is adjudged to be unenforceable in whole or in part, such adjudication shall not affect the validity of the remainder hereof.
    f. Each provision of this Agreement’s terms and conditions is severable from every other provision and constitutes a separate, distinct, binding covenant.
    g. Headings are inserted solely for convenience of reference, shall not constitute a part of this Agreement’s terms and conditions or otherwise affect the interpretation hereof.
    h. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise, or an agency relationship between the Parties.
    i. Each Party represents and warrants to the other Party that it has the full right, power and authority to enter into this Agreement, to perform its obligations hereunder; and this Agreement has been duly executed by it and is legally binding upon it, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a Party or by which it may be bound, nor violate any material law having jurisdiction over it.

Addendum A
Data Privacy and Processing Addendum
This Data Privacy and Processing Addendum (“Addendum”) forms part of and is incorporated into the Agreement between Exo Imaging, Inc. (“Exo”) and Customer governing Customer’s purchase of, access to, and use of Exo Products under the Agreement and the applicable Order Confirmation or other record.
This Addendum applies only to Exo’s Processing of Customer Data in connection with Exo Works Subscription Services, Exo-hosted systems, support, maintenance, implementation, training, product demonstration, sales support, customer service, or other activities in which Exo Processes Customer Data. For Device-Only offerings in which Customer Data is stored solely in Customer-managed environments and not Processed by Exo, this Addendum applies only to any Customer Data actually Processed by or on behalf of Exo. Except as expressly stated in the Agreement, this Addendum does not assign to Exo responsibility for the administration, security, maintenance, or compliance of devices, hardware, operating environments, or networks that are not provided or managed by Exo.
This Addendum applies solely in connection with Customer’s professional, clinical, educational, administrative, or institutional use of Exo Products as permitted under the Agreement, and not for personal, family, or household use.
Certain hosted features, workflows, hosted storage, and Exo-hosted Customer Data access may depend on an active Subscription Term for Exo Works Subscription Services. Device-Only offerings may include functionality that does not require an Exo Works Subscription Services subscription, and the availability of such non-hosted functionality will be as described in the applicable Order Confirmation and documentation. Following expiration or termination of the applicable Subscription Term, Customer’s access to Customer Data stored in Exo-hosted systems will be limited to the retrieval period described in this Agreement, after which such Customer Data may be deleted.
In the event of any conflict between this Addendum and the Agreement with respect to the subject matter of privacy, data protection, confidentiality of Customer Data, or Processing of Personal Information, this Addendum will control.

Definitions
a. “Anonymized Data” means Customer Data that has been de-identified, anonymized, or otherwise rendered not reasonably linkable to an identified or identifiable individual in accordance with the standard required by applicable law for the intended use, including, where applicable, HIPAA de-identification under 45 C.F.R. § 164.514. Anonymized Data is no longer Customer Data or, where applicable, PHI.
b. “CCPA” means the California Consumer Privacy Act, California Civil Code § 1798.100 et seq., as amended.
c. “Customer Data” means the data, images, imaging studies, files, records, and other content that Customer or an End User inputs, transmits, uploads, transfers, submits, discloses, stores, or otherwise provides to Exo through the Exo Products.
d. “Data Owner” means the entity that determines the purposes and means of the Processing of Personal Information, as that term is used under applicable U.S. data privacy laws, including the CCPA.
e. “Cybersecurity Event” means any observable occurrence or change in the confidentiality, integrity, availability, or security of information systems, networks, devices, accounts, credentials, or data that may have an impact on organizational operations, including scans, probes, malware detections, phishing attempts, denial-of-service attempts, system alerts, or other anomalous activity.
f. “Cybersecurity Incident” means a Cybersecurity Event that results in actual or potential jeopardy to the confidentiality, integrity, or availability of an information system or the information such system processes, stores, or transmits, or that constitutes a violation or imminent threat of violation of security policies, security procedures, or acceptable use policies.
g. “Data Protection Laws” means all applicable U.S. federal and state legislation, rules, or regulations relating to data protection and privacy which apply to the respective Party in the role of Processing Personal Information in question under this Agreement, including without limitation HIPAA as amended by the HITECH Act, the CCPA, and any other applicable U.S. state privacy laws; in each case as amended, repealed, consolidated or replaced from time to time. To the extent European Data Protection Laws or other non-U.S. data protection laws become applicable to the Processing of Personal Information under this Agreement, such laws shall also be included within this definition.
h. “Consumer” means the individual to whom Personal Information relates.
i. “End User” means an individual authorized by Customer to use or access Exo Products, including a clinician, technician, or staff member authorized to use Exo Devices or Exo Works Subscription Services.
j. “European Data Protection Laws” means, to the extent applicable, data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; (iii) applicable national implementations of (i) and (ii); (iv) in respect of the United Kingdom, any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the United Kingdom leaving the European Union; and (v) the Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance; in each case, as may be amended, superseded or replaced. This definition applies only to the extent Exo’s Processing of Personal Information under this Agreement becomes subject to such laws.
k. “Instructions” means the written, documented instructions issued by a Data Owner to a Service Provider, directing the same to perform a specific or general action with regard to Personal Information (including, but not limited to, depersonalizing, blocking, deletion, making available).
l. “Personal Information” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected as personal data, personal information, personally identifiable information, or similar regulated information under applicable Data Protection Laws. Anonymized Data does not constitute Personal Information.
m. “Personal Information Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data or Personal Information Processed by Exo or its Service Providers in connection with the Services.
n. “Processing” means any operation or set of operations which is performed on Personal Information, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Information. The terms “Process”, “Processes” and “Processed” shall be construed accordingly.
o. “Service Provider” means a natural or legal person, public authority, agency or other body which Processes Personal Information on behalf of the Data Owner, as that term is used under applicable U.S. data privacy laws, including the CCPA.
p. “Sub-Service Provider” means affiliated companies and third parties engaged by Exo to Process Personal Information on Exo’s behalf in connection with the provision of the Exo Works Subscription Services, related support, hosting, infrastructure, maintenance, security, communications, and other legitimate business operations under the Agreement.
q. “Third-Party Device” means any device, hardware, equipment, or system not supplied by Exo that Customer or an End User elects to connect with Exo Works Subscription Services.

1. Customer Obligations and Responsibilities
   a. As between the Parties, Customer Data shall remain exclusive property of Customer. Notwithstanding any expiration or termination of the Agreement, Anonymized Data shall not be considered Customer Data for purposes of Exo’s ownership interest in and continued permitted use under the Agreement and this Addendum. Once Customer Data has been de-identified in accordance with applicable law (including, where applicable, 45 C.F.R. § 164.514), such Anonymized Data shall no longer be considered PHI and shall be governed by Section 4 of this Addendum rather than any BAA between the Parties.
   b. Customer acknowledges and agrees that Exo does not require Customer to submit any particular category of Personal Information, and that Customer and End User each controls the content of any Customer Data that is inputted, transmitted, uploaded, transferred, submitted, disclosed, processed, collected, stored, replicated or in any other way accessed or used through the use of the Exo Works Subscription Services, and that Exo has no obligation to monitor Customer Data for clinical, commercial, or content-review purposes, except as reasonably necessary to provide, support, secure, troubleshoot, maintain, or comply with legal obligations applicable to the Exo Products.
   c. Within the scope of this Agreement and in Customer’s use of an Exo Device, Third-Party Device, or Exo Works Subscription Services, Customer shall be responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to its Processing of Personal Information and any Instructions Customer issues to Exo. In particular, Customer shall be responsible for procuring any necessary consents and making any notifications under applicable Data Protection Laws with respect to the provision of the Customer Data to Exo through the Exo Works Subscription Services and the Processing of such Customer Data by Exo through the Exo Works Subscription Services. Upon Exo’s reasonable request, including in connection with compliance verification, complaint handling, or a regulatory inquiry, Customer shall provide documentation reasonably sufficient to support such consents, notices, or authorizations.
   d. In particular but without prejudice to the generality of the foregoing, Customer acknowledges and agrees that Customer will be solely responsible for: (i) the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Personal Information; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Information, including obtaining any necessary consents, authorizations, notices, and other permissions required under applicable law for the collection, use, disclosure, transfer, and other Processing of Personal Information and other Customer Data in connection with Customer’s use of Exo Works Subscription Services, including for imaging, documentation, clinical workflow, reimbursement, care coordination, result sharing, and systems integration purposes authorized by Customer; (iii) ensuring Customer has the right to transfer, or provide access to, the Personal Information to Exo for Processing in accordance with the terms of this Agreement; (iv) ensuring that Customer’s Instructions to Exo regarding the Processing of Personal Information comply with applicable laws, including Data Protection Laws; and (v) complying with all laws, regulations, professional obligations, and institutional policies applicable to Customer’s use of Exo Works Subscription Services and Customer Data in connection with imaging acquisition, labeling, measurement, interpretation support, documentation, coding, billing, sharing of results, and integration with Customer’s electronic health record, PACS, DICOM-enabled ultrasound systems, and other clinical or administrative systems. Upon request of Exo, Customer shall provide Exo with documentation to support any such consents and authorizations.
   e. Customer acknowledges that the Exo Works Subscription Services are designed to interoperate with Exo Iris and, where supported, Third-Party Devices, including DICOM-enabled ultrasound systems and related hardware environments. To the extent Customer or any End User elects to acquire, connect, access, or use the Exo Works Subscription Services with any ultrasound device, probe, handset, cart, workstation, mobile device, local network, or other hardware or operating environment that is not provided or managed by Exo (each, a “Third-Party Device Environment”), such use is at Customer’s sole option and responsibility. Customer shall be solely responsible for the selection, procurement, validation, compatibility, configuration, installation, cybersecurity, maintenance, patching, physical security, regulatory compliance, and ongoing administration of each Third-Party Device Environment, and for any capture, storage, access, transmission, use, disclosure, loss, alteration, or other Processing of Customer Data occurring on or through any Third-Party Device Environment before transmission to, or after export from, Exo Works Subscription Services. Exo shall have no responsibility or liability for the performance, security, availability, or compliance of any Third-Party Device Environment, except to the extent an issue is directly caused by Exo’s breach of the Agreement or this Addendum.
   f. Customer shall inform Exo without undue delay if it is not able to comply with its responsibilities under this Addendum, the Agreement or applicable Data Protection Laws.
2. Exo Obligations and Responsibilities
   a. As between the Parties, Customer is the Data Owner and Exo is the Service Provider with respect to Personal Information Processed under this Addendum. In connection with the performance of the Agreement, Exo may Process Customer Data, including Personal Information. Exo shall Process Customer Data only for the limited and specified purposes described in this Addendum (including Schedule 1 (Details of Processing)) and the Agreement, in accordance with Customer’s Instructions, applicable Data Protection Laws, and, where applicable, Addendum C (BAA), except to the extent otherwise required by applicable law. Exo shall provide the level of privacy protection for Personal Information required by applicable Data Protection Laws and shall notify Customer if Exo determines that it can no longer meet its obligations under applicable Data Protection Laws with respect to Personal Information Processed under this Addendum. This Addendum governs Exo’s Processing of Customer Data that does not constitute Protected Health Information (“PHI”) as defined under HIPAA. To the extent Customer Data constitutes PHI, such data shall be governed by Addendum C (BAA), and in the event of a conflict between this Addendum and Addendum C with respect to PHI, Addendum C shall control.
   b. If Exo becomes aware that it cannot Process Personal Information in accordance with Customer’s Instructions due to a legal requirement under any applicable law, Exo will (i) promptly notify Customer of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Information) until such time as Customer issues new Instructions with which Exo is able to comply. If this provision is invoked, Exo will not be liable to Customer under the Agreement for any failure to perform under the Agreement until such time as Customer issues new lawful Instructions with regard to the Processing.
   c. Exo will ensure that any personnel whom it authorizes to Process Personal Information on Exo’s behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Information.
   d. Exo will delete or return all Customer Data, including Personal Information (including copies thereof) Processed pursuant to this Addendum, on termination or expiration of the Agreement, in accordance with the procedures and timeframes set out in the Agreement, provided, however, that (i) this requirement shall not apply to the extent Exo is required by applicable law to retain some or all of the Customer Data, (ii) Exo may retain Customer Data in archived or back-up systems until such data is deleted in the ordinary course in accordance with Exo’s standard deletion practices, and (iii) Exo may retain Customer Data as necessary to investigate security incidents, protect legal rights, comply with legal obligations, or enforce the Agreement; provided that any such retention shall not exceed the minimum period required for the applicable purpose, and in no event longer than twelve (12) months following termination, unless a longer period is required by applicable law. Any retained Customer Data will remain subject to the confidentiality, security, and restricted Processing obligations of this Addendum for so long as it is retained. Customer may request deletion of Customer’s Exo Works Subscription Services account after expiration or termination of Customer’s subscription by sending a written request to Exo using the method(s) provided for notice in the Agreement. Customer may retrieve Customer Data from Customer’s account only during the post-termination retrieval period and in accordance with the procedures expressly stated in the Agreement and the Exo Terms and Conditions.
   e. Notwithstanding anything to the contrary in this Addendum, Exo may access, preserve, or disclose Customer Data, including Personal Information, where required to do so by applicable law, regulation, legal process, subpoena, court order, governmental request, or other valid legal authority. Where legally permitted, Exo shall provide Customer with prompt notice of such requirement before making the disclosure so that Customer may seek a protective order or other appropriate remedy. Exo shall disclose only the portion of Customer Data that it is legally required to disclose and shall use commercially reasonable efforts to limit the scope of such disclosure.
   f. Exo’s obligations under this Addendum apply only to Customer Data and Personal Information that is Processed by or on behalf of Exo in connection with the Exo Products. Exo shall have no responsibility under this Addendum for data, devices, systems, applications, or environments that are not provided or managed by Exo, including any Third-Party Device Environment, except to the extent an issue is directly caused by Exo’s breach of the Agreement or this Addendum.
   g. CCPA Service Provider Obligations. To the extent Exo Processes Personal Information subject to the CCPA as a service provider (as defined therein), Exo shall: (i) not sell or share such Personal Information; (ii) not use such Personal Information for any purpose other than performing the services specified in the Agreement, including any commercial purpose other than providing the services; (iii) not combine such Personal Information with personal information received from or on behalf of another person or collected from Exo’s own interactions with consumers, except as expressly permitted by the CCPA; and (iv) comply with applicable provisions of the CCPA and provide the same level of privacy protection as required by the CCPA. Exo shall notify Customer if it determines it can no longer meet its obligations under the CCPA.
3. Security and Breach Notification
   a. Exo will implement and maintain appropriate technical and organizational measures designed to protect Customer Data and Personal Information against unauthorized or unlawful access, acquisition, use, disclosure, alteration, loss, or destruction. Notwithstanding any provision to the contrary, Exo may modify or update the Security Measures from time to time in its discretion, provided that such modification or update does not result in a material degradation in the overall protection offered by the Security Measures.
   b. Exo maintains SOC 2 Type II and HITRUST certifications and will maintain, at a minimum, substantially equivalent certifications during the term of the Agreement. Exo will provide copies or summaries of current certifications upon Customer’s reasonable written request, subject to Exo’s confidentiality requirements.
   c. Exo shall notify Customer without undue delay, and in no event later than fifteen (15) calendar days, after Exo determines a Personal Information Breach affecting Customer Data or Personal Information Processed by Exo on Customer’s behalf, and shall provide relevant information regarding the Personal Information Breach as it becomes known and as reasonably requested by Customer. For clarity, a Cybersecurity Event or Cybersecurity Incident will not, by itself, trigger notification obligations under this Addendum unless and until Exo reasonably determines that such Cybersecurity Event or Cybersecurity Incident has resulted in a Personal Information Breach affecting Customer Data or Personal Information Processed by Exo on Customer’s behalf, or otherwise triggers notification obligations under applicable Data Protection Laws. Unsuccessful, blocked, attempted, or suspected Cybersecurity Events or Cybersecurity Incidents that do not result in, and are not reasonably determined by Exo to constitute, a Personal Information Breach shall not trigger notification obligations under this Section. At Customer’s request, Exo will provide reasonable assistance as necessary to enable Customer to comply with applicable Data Protection Laws in relation to a Personal Information Breach, taking into account the nature of the Processing and the information available to Exo; provided that such assistance shall be limited to information and systems under Exo’s control and, unless otherwise required by applicable law, shall be at Customer’s reasonable cost.
4. Use of Anonymized Data
   a. Subject to applicable law, Exo owns all right, title and interest in and to Anonymized Data. As such, Exo may use, retain, disclose, and otherwise Process Anonymized Data for Exo’s legitimate business purposes, including internal analytics, product development, product improvement, quality assurance, service optimization, benchmarking, security, fraud prevention, regulatory compliance, scientific or statistical research, and training or refinement of algorithms or models used in connection with the provision of Exo Works Subscription Services, provided that Exo does not attempt to re-identify any individual except as expressly permitted by applicable law and solely for purposes of testing, validation, security, or compliance.
   b. For clarity, Anonymized Data shall not be considered Customer Data to the extent it has been de-identified in accordance with applicable law; provided, however, that nothing in this Section grants Exo any right to use identifiable Customer Data except as expressly permitted by the Agreement and this Addendum, Customer’s Instructions, applicable Data Protection Laws and any BAA entered into by the Parties.
   c. Exo shall not attempt to re-identify any Anonymized Data or use any Anonymized Data in combination with other information to identify any individual. In the event Exo becomes aware that Anonymized Data has been re-identified, Exo shall promptly notify Customer and take immediate steps to restore the de-identified status of such data or securely delete it.
5. Exo Assistance and Customer Support
   a. Taking into account the nature of the Processing and the information available to Exo, Exo shall provide Customer with reasonable assistance as Customer may reasonably request to enable Customer to comply with applicable Data Protection Laws in relation to Customer Data Processed by Exo under this Addendum, including, where applicable, responding to requests from Consumers, conducting legally required data protection or risk assessments, addressing inquiries from competent authorities and as otherwise expressly stated in the Agreement or this Addendum.
   b. Exo’s obligation to provide assistance under this Section shall be limited to assistance that is commercially reasonable, proportionate to the nature of the Processing, and based on information and systems under Exo’s control. Customer shall reimburse Exo for the reasonable costs and expenses incurred by Exo in providing assistance beyond the standard features and support included in the Services, absent any law, regulation or written agreement to the contrary.
6. Audit and Information Rights.
   a. To the extent required by applicable Data Protection Laws, Exo shall make available to Customer information reasonably necessary to demonstrate Exo’s compliance with this Addendum. Exo may satisfy this obligation by providing copies or summaries of relevant third-party certifications, audit reports, or other independent assessments, including summaries of security documentation, subject to appropriate confidentiality restrictions.
   b. Only where required by applicable law and where the information made available by Exo is insufficient to demonstrate compliance, Customer may request an audit of Exo’s relevant records, systems, and procedures relating to the Processing of Personal Information under this Addendum. Any such audit shall: (i) be conducted upon at least thirty (30) days’ prior written notice; (ii) occur no more than once in any twelve (12) month period, except following a confirmed Personal Information Breach materially affecting Customer Data or where required by a competent regulatory authority; (iii) be conducted during normal business hours and in a manner designed to avoid unreasonable disruption to Exo’s business; (iv) be subject to Exo’s reasonable confidentiality, security, and access policies; and (v) not permit access to data relating to other customers, trade secrets, or information that could compromise the security or integrity of Exo’s systems.
   c. Any audit shall be conducted by Customer or an independent third party auditor reasonably acceptable to Exo, provided that such auditor is not a competitor of Exo and is bound by written confidentiality obligations no less protective than those set forth in the Agreement. Customer shall bear all costs of any audit unless the audit reveals a material breach of this Addendum by Exo.
7. Customer Warranties
   Customer represents, warrants, and covenants that: (i) it has provided, and will continue to provide, all notices and disclosures, and has obtained, and will continue to obtain, all rights, consents, permissions, and authorizations, required under applicable law for the collection, use, disclosure, transfer, and other Processing of Customer Data in connection with the Agreement; (ii) it is solely responsible for determining whether the Exo Products are appropriate for Customer’s intended use, including in any clinical, diagnostic, reimbursement, documentation, or workflow context; (iii) it is acquiring and using Exo Products solely for professional, clinical, educational, administrative, or institutional purposes and not for personal, family, or household use; (iv) it is solely responsible for the configuration, administration, security, and lawful use of any Third-Party Device Environment and any Customer systems connected to or used with Exo Products; and (v) it will not instruct Exo to Process Personal Information in a manner that would violate applicable law or infringe the rights of any person.
8. Sub-Service Providers
   a. Customer acknowledges that Exo may engage Sub-Service Providers to Process Personal Information on Exo’s behalf in connection with the provision of Exo Products under the Agreement. Exo shall publish and maintain a current list of Sub-Service Providers at a URL accessible to Customer (currently available at [Exo Sub-Service Provider URL]). Exo shall provide reasonable advance notice (email or equivalent notification mechanism) of any intended changes to its Sub-Service Providers. Exo may update its list of Sub-Service Providers from time to time.
   b. Where required by applicable Data Protection Laws, Exo shall provide Customer with prior notice of any new Sub-Service Provider that will materially Process Personal Information. Customer may object to such new Sub-Service Provider by providing written notice to Exo within ten (10) business days after receipt of notice, provided that such objection is based on reasonable and documented grounds relating to data protection or information security.
   c. If Customer objects to a new Sub-Service Provider on reasonable documented grounds, the Parties shall cooperate in good faith to address Customer’s concerns through commercially reasonable measures. If Exo is unable to provide a commercially reasonable alternative within a reasonable period of time, Customer may terminate only the affected portion of the Agreement upon written notice, and such termination shall be Customer’s sole and exclusive remedy with respect to the objection.
   d. Exo shall enter into a written agreement with each Sub-Service Provider imposing data protection and security obligations appropriate to the nature of the services provided by such Sub-Service Provider and no less protective of the relevant Personal Information than the obligations imposed on Exo under this Addendum, to the extent applicable to the services performed by such Sub-Service Provider.
   e. Exo shall remain responsible for the acts and omissions of its Sub-Service Providers to the extent required by applicable Data Protection Laws; provided, however, that Exo’s liability arising from any act or omission of a Sub-Service Provider shall remain subject to the exclusions and limitations of liability set forth in the Agreement.
9. Liability.
   The total aggregate liability of each Party arising out of or relating to this Addendum, whether in contract, tort, or under any other theory of liability, shall be subject to the exclusions, limitations, and liability caps set forth in the Agreement.
10. Data Transfers
    Customer acknowledges and agrees that Exo may access and Process Personal Information within the United States as reasonably necessary to provide Exo Works Subscription Services and related support, hosting, maintenance, and other services under the Agreement, including by Exo Imaging, Inc. and by authorized Sub-Service Providers. The products and services covered by this Agreement are currently offered only to customers in the United States. To the extent Exo’s Processing activities become subject to non-U.S. data protection laws requiring a transfer mechanism or other safeguard for any cross-border transfer of Personal Information, the Parties agree that such transfer shall be made pursuant to a legally valid transfer mechanism and any supplementary measures required under applicable Data Protection Laws, as set out in the Agreement, this Addendum, or any applicable annexes or transfer terms entered into by the Parties.
11. General Provisions
    a. If any provision of this Addendum is determined to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected.
    b. Except as expressly modified by this Addendum, the Agreement and the Exo Terms and Conditions remain in full force and effect.
    c. Each Party’s aggregate liability arising out of or relating to this Addendum shall be subject to the exclusions, limitations, and liability caps set forth in the Agreement, to the extent permitted by applicable law.
    d. This Addendum will be governed by and construed in accordance with the governing-law and notice provisions set forth in the Agreement, unless required otherwise by applicable Data Protection Laws.

DPA Schedule 1

Element	Description
Categories of Consumers	Patients whose ultrasound images, clinical records, or other health-related data are captured, stored, or processed through Exo Products. Clinicians, sonographers, technicians, and other licensed or authorized healthcare professionals who operate Exo Iris devices or access Exo Works Subscription Services. Customer's administrative, IT, billing, and support staff who are granted access to Exo Works Subscription Services
Types of Personal Information	Ultrasound images and imaging studies (including DICOM files). Patient identifiers (name, date of birth, medical record number, as submitted by Customer). Clinical notes, annotations, and diagnostic metadata associated with imaging studies. User account credentials, login history, and access logs. Device identifiers, telemetry, and performance data associated with Exo Iris hardware. Usage metadata, session data, and workflow activity within Exo Works. Billing and reimbursement data submitted through Exo Works
Purposes of Processing	Provision and operation of Exo Works Subscription Services (image storage, retrieval, viewing, clinical workflow). DICOM integration, data routing, and interoperability with Customer's PACS, EHR, and other clinical systems. Device management, firmware updates, and technical support for Exo Iris. Billing, coding, and reimbursement workflow support. User authentication, access control, and account administration. System monitoring, performance analytics, and service optimization (per Section 6 of the T&Cs). Security monitoring, incident detection, and compliance verification. Generation of Anonymized Data for the purposes described in Section 4 of this Addendum
Duration of Processing	For the period during which Exo Processes Customer Data under the Agreement, including any applicable Subscription Term, plus (a) the post-termination data retrieval period specified in Section 2(d) of this Addendum and Section 2(a) of the T&Cs, where applicable, and (b) any additional retention required by law or permitted under Section 2(d), not to exceed 12 months following expiration or termination absent a legal retention obligation.
Sensitive Personal Information	Health data, including ultrasound images, clinical records, and diagnostic information processed through Exo Works Subscription Services. [Note to Exo: If Exo Products process biometric data for the purpose of uniquely identifying a natural person, disclose here. Confirm applicable use cases.]
Frequency of Transfer	Continuous, on an ongoing basis throughout the applicable Subscription Term or other period during which Exo Processes Customer Data under the Agreement, each time Customer or an End User transmits, uploads, or otherwise provides Customer Data through Exo Products.
Retention Period	As set forth in "Duration of Processing" above. Following expiration or termination, Exo will delete or return Customer Data per Section 2(d), subject to applicable legal retention requirements and only to the extent Exo Processes or retains such Customer Data.

Addendum B
Service Level Agreement (“SLA”)
This Addendum B applies only to Exo-hosted Exo Works Subscription Services purchased by Customer and does not apply to Device-Only offerings, embedded software, local or offline workflows, Customer-managed environments, or third-party hosted environments except as expressly stated in the applicable Order Confirmation.
Exo Works Subscription Services Availability. Exo will use commercially reasonable efforts to make Exo Works Subscription Services generally available twenty-four (24) hours a day, seven (7) days a week, and will provide Availability of Exo Works Subscription Services of at least 99% (“Availability Commitment”). “Availability” or “Available” means the time during each calendar month that Exo Works Subscription Services are available for use by Customer. “Downtime” means the time that Exo Works Subscription Services are not Available, excluding Excused Unavailability.
“Excused Unavailability” means: (i) scheduled maintenance (currently 12:00 a.m. US CST Sunday to 4:00 a.m. US CST Sunday, or such other alternative time outside of 8 a.m. through 8 p.m. US CST Monday through Friday, upon notice to Customer); (ii) unavailability caused by acts or omissions of Customer or its agents or caused by any breach by Customer of the Agreement or this SLA; (iii) unavailability caused by network unavailability or bandwidth limitations outside of the Exo network; (iv) issues arising from bugs or other problems in the software, firmware, or hardware of Exo suppliers; (v) hacks, malicious introduction of viruses, disabling devices, and other forms of attacks that disrupt access to Exo Works Subscription Services; (vi) power outages or other telecommunications or Internet failures; and (vii) events outside of Exo’s control. In the case of subsections (iv) and (v), such events shall be included in the calculation of Excused Unavailability only if the outage could not have been prevented by reasonable and customary precautions in the hosting industry.
Availability will be calculated as follows: (total minutes in any calendar month minus total minutes of Downtime) divided by the total minutes in such calendar month. If Exo fails to meet the Availability Commitment for two (2) consecutive calendar months or for any three (3) calendar months within any twelve (12) month period, then, by notice given within thirty (30) days after the end of the month that triggered Customer’s termination right, Customer may terminate the affected Exo Works Subscription Services effective thirty (30) days after Exo’s receipt of the notice and receive a refund of any prepaid fees for periods after the effective date of termination. The provisions of this SLA state Customer’s sole and exclusive remedy for service level deficiencies of any kind.
Support. Exo will use commercially reasonable efforts to provide Exo Works Subscription Services support to Customer comprised of (i) online access to the Exo support portal generally available twenty-four (24) hours a day, seven (7) days a week (subject to circumstances outside of Exo’s control); (ii) Exo telephone and email support during Exo’s then-current business support hours; and (iii) access to any designated customer success or support resources identified in the applicable Order Confirmation. Exo will use commercially reasonable efforts to respond to Customer’s inability to access Exo Works Subscription Services or a component of Exo Works Subscription Services that had previously performed as expected within one (1) business day after the issue is reported to the Exo support team through Exo’s designated support channels.

Addendum C
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (“Agreement”) is entered into by and between Exo Imaging, Inc(“Business Associate”) and [Name of Covered Entity or Provider] (“Company”) effective as of _______________________, 2026 (“Effective Date”).
RECITALS
A. Under the privacy regulations (“Privacy Regulations”) and security regulations (“Security Regulations”) promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act of 2009 and the regulations promulgated thereunder (“HITECH Act”) and the HIPAA Omnibus Rule (collectively, “HIPAA Rules”), Company is required to enter into agreements with Company’s business associates to assure that Company’s business associates appropriately safeguard protected health information.
B. Business Associate provides services for or on behalf of Company (“Services”) pursuant to the terms of one or more separate contracts or by other business arrangements (the “Underlying Agreement(s)”), and in connection with providing the Services, Business Associate may access, create, receive, maintain or transmit certain Protected Health Information of Company (“Company PHI”).
C. The parties desire to enter into this Agreement to protect the privacy and security of Company PHI in compliance with the HIPAA Rules.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. All terms used in this Agreement and defined in the HIPAA Rules shall have the meaning ascribed to them in the HIPAA Rules.
2. Rights of Business Associate. Business Associate shall have the right to use and disclose Company PHI as necessary to perform the Services for or on behalf of Company, subject to the terms of this Agreement.
3. Obligations of Business Associate. With regard to the use and disclosure of Company PHI, Business Associate agrees as follows:
a. Use and Disclosure of Company PHI. In providing Services, Business Associate shall use and disclose Company PHI only as permitted by the terms of this Agreement or required by law and only to the extent that such use and disclosure would not violate the Privacy Regulations if performed by Company.
b. Other Permitted Uses and Disclosures. Business Associate may use and disclose Company PHI received in its capacity as a Business Associate if necessary for the proper management and administration of the Business Associate or to carry out legal responsibilities of Business Associate, provided that Business Associate may disclose Company PHI for such purposes only if (i) the disclosure is required by law, or (ii) Business Associate obtains reasonable assurances from the recipient that (A) the Company PHI will remain confidential and will be used or further disclosed only as required by law or for the purpose for which it was disclosed to the recipient, and (B) the recipient will notify Business Associate of any breach of confidentiality of Company PHI. Business Associate may use Company PHI to provide data aggregation services related to the healthcare operations of the Company. Business Associate may de-identify Company PHI consistent with the requirements of the Privacy Regulations and use and disclose de-identified information for any purpose.
c. Safeguards. Business Associate shall use appropriate safeguards and shall comply with the Security Regulations with respect to electronic Company PHI to prevent any use or disclosure of Company PHI not authorized under this Agreement.
d. Reporting. Business Associate shall report to Company any use or disclosure of Company PHI not permitted under this Agreement of which Business Associate becomes aware, including, any Breach of Unsecured PHI as required by the HITECH Act and any Security Incident, it being agreed that this Agreement constitutes notice to Company of any unsuccessful attempts of unauthorized access, use, disclosure, modification or destruction of electronic Company PHI or unsuccessful attempts at interference with systems operations in an information system containing electronic Company PHI
e. Subcontractors. Business Associate shall require that all subcontractors that create, receive, maintain or transmit Company PHI on behalf of Business Associate agree to the same restrictions, conditions and requirements that apply under this Agreement to Business Associate with respect to the Company PHI.
f. Access to PHI. If Business Associate maintains Company PHI in a Designated Record Set, Business Associate shall make the PHI maintained in a Designated Record Set available for inspection and copying as required by the HIPAA Rules.
g. Amendment of PHI. If Business Associate maintains Company PHI in a Designated Record Set, Business Associate shall make Company PHI available for amendment as required by the HIPAA Rules and shall incorporate any necessary amendment into the PHI as directed by Company.
h. Accounting of Disclosures. Business Associate shall document all disclosures of Company PHI by Business Associate which would be required to be included in a response to an accounting request under the HIPAA Rules and shall provide accounting of disclosures as required by the HIPAA Rules.
i. Disclosures to Secretary of DHHS. Business Associate shall make its internal practices, books and records relating to the use and disclosure of Company PHI received by Business Associate on behalf of Company available to the Secretary of DHHS for the purpose of determining Company’s compliance with the HIPAA Rules.
j. Minimum Necessary. In using or disclosing Company PHI and requesting PHI from Company or other third parties, Business Associate shall use, disclose or request only the minimum amount of PHI necessary to accomplish the purpose of the use, disclosure or request.
k. Compliance. Business Associate shall comply with the requirements of the HIPAA Rules as applicable to Business Associate. To the extent Business Associate is to carry out a Company’s obligation under the Privacy Regulations, Business Associate shall comply with the requirements of the Privacy Regulations that apply to Company in the performance of such obligation.
4. Obligations of Company. With respect to the use and/or disclosure of Company PHI by Business Associate, Company shall:
a. Notify Business Associate in writing of any limitation(s) in its notice of privacy practices, to the extent that such limitation(s) may impact Business Associate’s use or disclosure of Company PHI;
b. Notify Business Associate in writing of any changes in, or revocation of, a patient’s authorization to use or disclose the patient’s PHI if such action may impact Business Associate’s use or disclosure of Company PHI;
c. Notify Business Associate in writing of any restrictions on the use and/or disclosure of Company PHI to which Company has agreed if such restriction may impact Business Associate’s use or disclosure of Company PHI;
d. Not request Business Associate to use or disclose Company PHI in any manner that would not be permissible under the HIPAA Rules if done by Company, subject to the provisions of Section 3(b) of this Agreement; and
e. Comply with the provisions of HIPAA Rules in connection with providing any Company PHI to Business Associate.
5. Term and Termination.
a. Term. This Agreement shall be effective on the Effective Date and shall continue in effect until the later to occur of (i) termination of the Underlying Agreement(s), or (ii) discontinuation of Business Associate’s provision of services to Company involving the use, disclosure or receipt of Company PHI.
b. Termination. If Company determines that Business Associate breached any provision of this Agreement, Company may provide Business Associate with a written notice of breach and terminate this Agreement and the Underlying Agreement(s) if Business Associate does not cure the breach within thirty (30) days of receiving such notice. If Business Associate determines that Company breached any obligation of Company under this Agreement, Business Associate may provide Company with a written notice of breach and terminate this Agreement and the Underlying Agreement(s) if Company does not cure the breach within thirty (30) days of receiving such notice.
c. Effect of Termination. Upon termination of this Agreement, Business Associate shall return to Company or destroy Company PHI possessed by Business Associate or its subcontractors and retain no copies of Company PHI. If such return or destruction is infeasible, the obligations set forth in this Agreement with respect to Company PHI shall survive termination of the Agreement and Business Associate shall limit any further use and disclosure of Company PHI to the purposes that make the return or destruction of Company PHI infeasible. The provisions of this Section shall survive termination of this Agreement.
6. Independent Contractors. Company and Business Associate shall be independent contractors and nothing in this Agreement is intended nor shall be construed to create an agency, partnership, employer-employee, or joint venture relationship between them.
7. Limitation of Liability.
a. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUSINESS ASSOCIATE SHALL NOT BE LIABLE TO COVERED ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR SIMILAR DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF DATA, LOST OPPORTUNITY, LOST SAVINGS, LOST PROFITS, LOSS OF REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR DIMINUTION IN VALUE, WHETHER CHARACTERIZED AS DIRECT OR INDIRECT AND WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, INDEMNITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY PROTECTED HEALTH INFORMATION, OR ANY ALLEGED BREACH OF THIS AGREEMENT, EVEN IF BUSINESS ASSOCIATE HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUSINESS ASSOCIATE’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS, DEMANDS, ACTIONS, PROCEEDINGS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY PROTECTED HEALTH INFORMATION, OR ANY ALLEGED BREACH OF THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, INDEMNITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED, IN THE AGGREGATE FOR ALL SUCH CLAIMS, THE AGGREGATE AMOUNTS ACTUALLY PAID TO BUSINESS ASSOCIATE BY COVERED ENTITY UNDER THE UNDERLYING AGREEMENT(S).
c. NO CLAIM, SUIT, ACTION, ARBITRATION, OR OTHER PROCEEDING MAY BE BROUGHT OR MAINTAINED BY COVERED ENTITY AGAINST BUSINESS ASSOCIATE ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY PROTECTED HEALTH INFORMATION, OR ANY ALLEGED BREACH OF THIS AGREEMENT UNLESS COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE ON WHICH THE CLAIM FIRST ACCRUED. FOR PURPOSES OF THIS SECTION, A CLAIM SHALL BE DEEMED TO HAVE ACCRUED NO LATER THAN THE DATE ON WHICH COVERED ENTITY KNEW OR, THROUGH THE EXERCISE OF REASONABLE DILIGENCE, SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO THE CLAIM. THIS CONTRACTUAL LIMITATIONS PERIOD SHALL APPLY NOTWITHSTANDING ANY LONGER STATUTE OF LIMITATIONS OTHERWISE AVAILABLE UNDER APPLICABLE LAW, BUT ONLY TO THE EXTENT SUCH CONTRACTUAL LIMITATION IS ENFORCEABLE UNDER APPLICABLE LAW.
8. Notices. Any notices to be given hereunder shall be deemed effectively given when personally delivered, delivered via overnight courier, or five (5) calendar days after being deposited in the United States mail, with postage prepaid thereon, certified or registered mail, return receipt requested, addressed as follows:

   If to Business Associate:	             
   Exo Imaging, Inc.
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   ---------------------

   If to Company:	
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9. Miscellaneous. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes any prior or contemporaneous verbal or written agreements, communications and representations relating to the subject matter hereof. This Agreement may be modified or amended only upon mutual written consent of the parties. Neither party may assign its rights and obligations under this Agreement without obtaining prior written consent of the other party. The terms of this Agreement are not intended and shall not be construed to confer upon any person other than the parties hereto any rights, remedies, obligations or liabilities whatsoever. A waiver by either party of a breach or failure to perform under this Agreement shall not constitute a waiver of any subsequent breach or failure. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same document. A copy of the Agreement bearing an electronic signature shall be deemed to be an original. This Agreement shall be governed by, construed, interpreted and enforced under the laws of the state of California.
IN WITNESS WHEREOF, each party has caused this Business Associate Agreement to be duly executed in its name and on its behalf effective as of the Effective Date.

EXO IMAGING, INC.
By:---------------------
Name:-------------------
Title:------------------

[COMPANY]
By:---------------------
Name:-------------------
Title:------------------