Master Services Agreement

Bioscope.ai

This Master Services Agreement, including all terms, conditions and policies linked herein (the “Agreement”) governs the access and use of the Software Service provided by Bioscope.ai (“Bioscope.ai”) pursuant to an Order.

BY EXECUTING AN ORDER, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR MEDICAL GROUP OR MEDICAL PRACTICE SPECIFIED IN THE ORDER (THE “LICENSEE”) SUCH THAT YOU HAVE FULL AUTHORITY TO BIND THE LICENSEE TO THE TERMS OF THIS AGREEMENT. REFERENCES TO “YOU” IN THIS AGREEMENT ARE DEEMED TO ALSO INCLUDE THE LICENSEE.

YOU AND LICENSEE UNDERSTAND BIOSCOPE.AI MAY MODIFY THE TERMS OF THIS AGREEMENT FROM TIME TO TIME AND WILL PROVIDE NOTICE TO YOU THAT MODIFICATIONS HAVE BEEN MADE UPON YOUR NEXT LOGIN TO THE SOFTWARE. WE MAY ALSO PROVIDE YOU WITH NOTICE VIA THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT. IF YOU DO NOT AGREE WITH THE UPDATED TERMS AND CONDITIONS, YOU AND LICENSEE SHOULD IMMEDIATELY CEASE USE OF THE SOFTWARE.

1. Definitions

“Aggregated Data” means all data, content and information collected or related to an Authorized User’s use of the Software Service and all aggregated and deidentified Licensee Data.

“Applicable Laws” mean all foreign, domestic, federal, state, local, and regional laws, rules, regulations, ordinances and orders, guidelines, and industry self-regulatory principles.

“Authorized User” means any individual employed or contracted by Licensee who is authorized by Licensee to use the Software Service as a clinician providing treatment to a Patient.

“Bioscope.ai Intellectual Property” means the Software Service (and the underlying technology, software code, know-how and models), Documentation, Aggregated Data and Feedback.

“Confidential Information” means any non-public information that is marked or identified as confidential (or under the circumstances of the disclosure or the nature of the information, it would reasonably be understood to be confidential or proprietary) at the time of disclosure.

“Equipment” means any and all internet access, computer hardware, computer networking and other services needed to access and use the Software Service.

“Feedback” means feedback, comments, ideas or suggestions about the features, functions, or operation of the Software Service.

“Intellectual Property Rights” means all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses (including reasonable attorneys’ fees).

“Lab Results” means the raw genomics and microbiomics data and any resulting reports, findings, or derivations thereof generated by Bioscope.ai’s designated lab testing facility as a result of processing Patient’s cheek swab.

“Licensee Data” means data, content or information (i) inputted by or on behalf of a Patient or any Authorized User regarding a Patient into the Software Service or (ii) comprising the Lab Results (including, without limitation and as applicable, PHI). Licensee Data excludes the Aggregated Data.

“Order” means an executed order form that references and incorporates this Agreement.

“Patient” means an individual who meets the following criteria: (a) is a patient of Licensee, (b) who has authorized treatment by Licensee and/or an Authorized User and (c) for whom Licensee is using the Software Service in connection with such treatment.

“PHI” means Protected Health Information as defined in Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Pub. L. No. 104-191 (1996) as amended, and the implementing regulations.

“Software Service” means the Bioscope.ai cloud-based software offering(s), and associated services listed in the Order.

“State Privacy Law” means any applicable law, regulation or other legal requirement protecting an individual’s privacy with respect to processing of personal information (as defined under such State Privacy Law) including, without limitation, the California Consumer Protection Act, as amended, including by the California Privacy Rights Act (Cal. Civ. Code §§ 1798.100–99) and its implementing regulations, the Colorado Privacy Act (Colo. Rev. Stat. §§ 6-1-1301–13), the Connecticut Data Privacy Act of 2022, the Utah Consumer Privacy Act (Utah Code Ann. §§ 13-61-101–404), the Virginia Consumer Data Protection Act (Va. Code Ann. §§ 59.1-575–85), and any similar or successor legislation or implementing regulations.

“Subscription Fees” means the subscription fees listed in the Order to access and use of the Software Service.

“Subscription Term” means the subscription term listed in the Order and any and all renewal terms.

“Third Party Services” means software or technology services or other services provided by a third party.

2. Scope of Use

  1. Subject to the terms and conditions of this Agreement and Licensee’s complete payment of the applicable Subscription Fees, Bioscope.ai hereby grants to Licensee (and its Authorized Users) a non-exclusive, limited, royalty-free, fully paid up right to access and use the Software Service and applicable user guides and technical documentation relating to the Software Service which may be made available to you and/or Licensee electronically (the “Documentation”), solely in connection with providing treatment to the applicable Patient during the Subscription Term. Licensee is solely responsible for all of its Authorized Users’ and its Patients’ compliance with this Agreement and their acts and omissions, including, without limitation, in connection with the use of the Software Service and the completion of the On-Boarding Requirements. Bioscope.ai will provide technical support and updates for the Software Service during the Subscription Term (at no additional charge) in accordance with https://security.bioscope.ai/legal/support-terms (the “Support Terms”), which are hereby incorporated by reference. Bioscope.ai may make changes to the Software Service, Support Terms and/or Documentation from time to time, including to comply with Applicable Laws (including, without limitation, State Privacy Law), resolve errors and add or remove functionality.

  2. Licensee and its Authorized Users shall not, and shall not permit any third party to:

    a. copy, modify, or create derivative works or improvements of any Bioscope.ai Intellectual Property;

    b. rent, lease, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any of the Bioscope.ai Intellectual Property to any third party;

    c. remove, circumvent, disable, damage, or otherwise interfere with any: (1) security-related features in the Bioscope.ai Intellectual Property; (2) features of the Bioscope.ai Intellectual Property that prevent or restrict use or copying of any content accessible through the Software Service; or (3) features of the Bioscope.ai Intellectual Property that enforce limitations on use of the Bioscope.ai Intellectual Property;

    d. interfere with or damage operation of the Bioscope.ai Intellectual Property, or any other licensee’s or user’s enjoyment of them, by any means, including inputting, uploading, transmitting, or otherwise submitting any materials that are unlawful or injurious, or contain or transmit any viruses, disabling code or other malware;

    e. attempt to gain unauthorized access to the Bioscope.ai Intellectual Property, other accounts, computer systems or networks connected to the Bioscope.ai Intellectual Property, or any part of it, through hacking, password mining or other improper or illegal means;

    f. use any robot, spider, scraper, or other automated means to access the Bioscope.ai Intellectual Property (for example, to scrape or copy content) for any purpose without Bioscope.ai’s express prior written permission, or bypass any robot exclusion headers or other measures which may be used to prevent or restrict access to the Bioscope.ai Intellectual Property, as applicable, or modify the Bioscope.ai Intellectual Property in any manner or form;

    g. reverse engineer, disassemble, decompile, adapt, or otherwise attempt to derive or gain access to the source code of any of the Bioscope.ai Intellectual Property;

    h. remove, delete, alter, or obscure any trademarks or other proprietary or confidential markings from the Bioscope.ai Intellectual Property;

    i. access or use the Bioscope.ai Intellectual Property to develop a competing service or product; or

    j. otherwise access or use the Bioscope.ai Intellectual Property beyond the scope of this Agreement.

  3. If Licensee becomes aware of any actual or threatened activity prohibited by this Agreement, Licensee shall, and shall cause its Authorized Users to, immediately notify Bioscope.ai and immediately take all measures necessary (including reasonably cooperating with Bioscope.ai) to stop such activity and Bioscope.ai may suspend Licensee’s and its Authorized Users’ access to the Software Service until such time that the actual or threatened activity has been resolved, based on Bioscope.ai’s reasonable judgment.

3. Licensee’s Obligations

  1. Licensee shall determine the access controls and permissions of its Authorized Users. Licensee is solely responsible for all activity occurring under the Licensee’s and its Authorized User’s accounts. Licensee agrees to (and will ensure that its Authorized Users will) safeguard all usernames and passwords and not allow others (including other Authorized Users) to access or use the Software Service under another Authorized User’s account. Licensee agrees to immediately notify Bioscope.ai in the event that (i) a password is lost or stolen or (ii) Licensee or an Authorized User becomes aware of any unauthorized use of a username or password or other breach of security of the Software Service. Licensee reserves the right to reject or revoke access rights to any Authorized User for any reason, including any Authorized User who does not meet the applicable criteria for use of the Software Service, who are otherwise not authorized, whose authorization lapses or terminates, or who otherwise violates the terms of this Agreement or any Applicable Law.

  2. Licensee shall operate in good repair all Equipment required to access and use the Software Service.

  3. Licensee is solely responsible for all Licensee Data, including their accuracy, legality and quality, and Licensee represents and warrants that Licensee has the necessary rights to the Licensee Data, so that Bioscope.ai’s use of such Licensee Data will not infringe or misappropriate any third-party Intellectual Property Rights, rights or privacy, or violate any Applicable Law. Without limiting the foregoing, Licensee agrees that, as between Bioscope.ai and Licensee, Licensee is solely responsible for ensuring that each Patient has authorized Licensee to collect, generate and disclose the applicable data and information, including all PHI and Lab Results, for use and disclosure in accordance with this Agreement. Licensee further agrees that it has all rights and necessary authority to bind the Patient to the applicable terms and conditions of this Agreement (and applicable Orders).

  4. Licensee understands that it or its Patient may be required to complete certain processes and/or requirements in order to view Patient-specific data and generate Patient-specific outputs using the Software Services. Such processes may include submitting samples to generate Lab Results, executing necessary consents to collect and share such data, uploading Patient records and/or integrating the Software Services with other software applications. If and to the extent integration with a third-party system is desirable, Licensee represents and warrants that it has obtained all necessary permissions from its third party providers, as applicable, to permit Licensee to integrate with such third-party systems. Licensee agrees to indemnify, defend, and hold harmless Bioscope.ai and its employees officers, affiliates directors and subcontractors for any claims, damages, expenses, and costs (including attorneys’ fees) arising from or relating to Licensee’s breach of the foregoing sentence.

  5. If required under Applicable Law, Bioscope.ai will provide access to consents obtained from Patients by Licensee through the Software Services to assist Licensee in complying with Licensee’s legal requirements to maintain such consents; provided, however, that Licensee (and not Bioscope.ai) will be ultimately responsible for compliance with any Applicable Laws and Licensee shall obtain all further consents and permissions deemed necessary by Licensee from its Patients to access and use the Software Services and Licensee Data.

  6. LICENSEE UNDERSTANDS AND AGREES THAT ITS FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT WILL IMPACT THE DATA, CONTENT AND RESULTS AVAILABLE THROUGH THE SOFTWARE SERVICE FOR WHICH BIOSCOPE.AI MAY NOT BE HELD RESPONSIBLE AND, IN SUCH CASE, NO SUBSCRIPTION FEES WILL BE REFUNDED. FURTHER, LICENSEE UNDERSTANDS AND AGREES THAT BIOSCOPE.AI MAKES NO REPRESENTATIONS OR WARRANTIES AND EXPLICITLY DISCLAIMS THE APPROPRIATENESS OR APPLICABILITY OF ANY COMPONENT OF THE SOFTWARE SERVICE, ANY OUTPUTS GENERATED BY THE SOFTWARE SERVICE OR BIOSCOPE.AI INTELLECTUAL PROPERTY, TO ANY SPECIFIC PATIENT’S CARE OR TREATMENT. WHEN SEEKING TO TREAT A PATIENT USING ANY CONTENT OR OUTPUT MADE AVAILABLE BY THE SOFTWARE SERVICE OR BISCOPE.AI INTELLECTUAL PROPERTY, LICENSEE (ON ITS BEHALF AND ON BEHALF OF ALL AUTHORIZED USERS) ACKNOWLEDGES AND AGREES THAT IT IS EXPECTED TO USE ITS INDEPENDENT MEDICAL JUDGMENT IN THE CONTEXT OF INDIVIDUAL CLINICAL CIRCUMSTANCES OF A SPECIFIC PATIENT’S CARE OR TREATMENT.

4. Subscription Term and Fees

  1. The Subscription Term shall be as specified in the applicable Order. Except as otherwise specified in an Order, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term, unless either party gives the other notice of non-renewal at least 60 days before the end of the relevant Subscription Term. Irrespective of Subscription Term, all Licensee obligations set forth in this Agreement shall remain in effect so long as the Licensee is still using Bioscope.ai Software Services.

  2. If set forth in an Order, professional services may be provided by Bioscope.ai in connection with the configuration and implementation of the Software Service, such professional services shall be delivered in accordance with that Order, or, if applicable, will be described in a separate statement of work (each an “SOW”). This Agreement will apply to any such professional services provided. Such professional services will be billed according to the schedule set forth in the Order or SOW, as applicable.

  3. Unless otherwise set forth in the Order: Subscription Fees and any other mutually agreed fees and charges are due and payable within 30 days from the invoice date, and invoices will be sent directly to the billing contact identified on the Order, which Licensee may update by providing written notice to Bioscope.ai. Late payments (on any undisputed amounts) may be subject to interest charges of 1.5% per month, or the maximum permitted by Applicable Law, whichever is lower, and the expenses associated with those collections. All payment obligations are non-cancelable and once paid are nonrefundable. Failure to pay an invoice timely may result in a suspension of the Software Service.

  4. All Subscription Fees hereunder do not include any applicable sales or use taxes (such as GST or VAT). These taxes (if applicable) will be charged separately on the Order, unless Licensee provides (in advance) a valid tax exemption certificate authorized by the applicable taxing authority. Licensees are liable for applicable sales and use taxes.

5. Data Privacy

  1. For each Patient receiving genetic testing services, Bioscope.ai will provide the Patient with a genetic information consent form and shall make the executed form available to the Licensee.

  2. Licensee will be solely responsible for obtaining and retaining any additional patient consent required to provide the services under this Agreement consistent with Applicable Laws.

  3. If Licensee is a Covered Entity, or becomes one and notifies Bioscope.ai in writing, as defined by the Health Insurance Portability and Accountability Act 45 at CFR § 103, Bioscope.ai, Licensee and its Authorized Users will perform their respective obligations under this Agreement consistent with the Business Associate Agreement available at https://security.bioscope.ai/legal/baa, hereby incorporated by reference.

  4. If Licensee is not a Covered Entity, or ceases to be one, Bioscope.ai, Licensee and its Authorized Users will perform their respective obligations under this Agreement consistent with the Data Processing Agreement available at https://security.bioscope.ai/legal/data-processing-agreement/, hereby incorporated by reference.

6. Security

Bioscope.ai will maintain commercially reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Licensee Data stored Bioscope.ai in connection with the provision of the Software Service.

7. Ownership

  1. Subject to right and licenses granted herein, Licensee retains all rights, title and interest to the Licensee Data. Licensee assumes full and complete responsibility for resolving any dispute regarding the right to use the Licensee Data by a party, as set forth in this Agreement. Bioscope.ai shall have no obligation whatsoever to resolve or intervene or incur any cost in any dispute or claim related to Licensee Data. Licensee hereby grants to Bioscope.ai a nonexclusive, worldwide, sublicensable, assignable, fully paid-up and royalty-free right and license to collect, process, use, transmit, and store the Licensee Data for the purpose of providing the Software Service (and applicable Bioscope.ai services, as contemplated herein) and as permitted under Applicable Law.

  2. Bioscope.ai owns all right, title and interest, including all Intellectual Property Rights, in and to the Bioscope.ai Intellectual Property, including any modifications and enhancements thereto. This Agreement does not grant any ownership rights in or to the Bioscope.ai Intellectual Property and all rights not expressly granted under this Agreement to the Bioscope.ai Intellectual Property are reserved by Bioscope.ai.

  3. If Licensee or any Authorized User provides Feedback, Licensee agrees (and shall cause its Authorized Users to) hereby assign all rights, title and interest, including all Intellectual Property Rights, in and to such Feedback to Bioscope.ai. For the purpose of clarity, Bioscope.ai may freely use and exploit the Feedback provided without any obligations or restrictions.

  4. Licensee agrees that Bioscope.ai may collect or generate Aggregated Data, and all rights in and to such Aggregated Data, including all Intellectual Property Rights, belong to Bioscope.ai. Nothing in this Agreement restricts Bioscope.ai’s use of the Aggregated Data, including but not limited to, with respect to the provision, development, modification, or training of Bioscope.ai’s Software Services and other technologies, such machine learning or artificial intelligence models.

  5. Licensee acknowledges that Bioscope.ai may communicate with Patients who have consented to receive such communications regarding opportunities to participate in research initiatives or programs. Any such communication shall clearly identify Bioscope.ai as the sender and shall inform the Patient that participation is voluntary. Bioscope.ai shall not disclose identifiable Patient Data to any third party, outside of designated service subprocessors, without first obtaining the Patient’s separate written authorization.

8. Termination; Suspension

  1. A party may terminate this Agreement if the other party commits a material breach of this Agreement and does not cure the breach within 30 days from receiving written notice. If Licensee terminates this Agreement for Bioscope.ai’s uncured, material breach, Bioscope.ai will refund to Licensee the pro-rata portion of the Subscription Fees that were paid for the Software Service for the remainder of the Subscription Term net any fees due to obtain Lab Results.

  2. In addition to the suspension rights set forth in this Agreement, Bioscope.ai reserves the right to temporarily suspend access to the Software Service if (i) Licensee has amounts more than 30 days past due, (ii) Licensee has not paid the Subscription Fees for renewal when due, or (iii) Bioscope.ai reasonably determines that Licensee or an Authorized User is using the Software Service in a way that creates a security vulnerability to the Software Service, is in breach of this Agreement, or violates Applicable Laws. Bioscope.ai will use commercially reasonable efforts to give Licensee prior notice if access will be suspended and will use commercially reasonable efforts to promptly restore access once the issue has been resolved.

  3. On the expiration or termination of this Agreement, Licensee shall (and will cause its Authorized Users to) (i) immediately cease accessing the Software Service and (ii) promptly pay to Bioscope.ai any Subscription Fees that have accrued (but have not been paid) prior to the effective date of termination. In the event that there is no termination for cause by Licensee, the entire unpaid Subscription Fees shall promptly be due as there is no provision for early termination. Sections 3.d, 4.c, 7.b through 7.d, 8.a, 9, 11, 12, and, and 13.6 through 13.8 will survive any expiration or termination of this Agreement, along with any other provisions that by their nature should survive.

9. Confidentiality

  1. Each party may need to provide the other with certain Confidential Information, which shall include the pricing and other terms and conditions set forth in this Agreement and on the Order (with the pricing and other terms and conditions set forth in this Agreement and on the Order being considered Bioscope.ai’s Confidential Information). The receiving party may only use this Confidential Information for the purpose for which it was provided and may only share this Confidential Information with its employees, agents, and representatives who need to know it, provided they are subject to similar confidentiality obligations. The receiving party will use the same degree of care to protect and prevent any unauthorized use or disclosure of the disclosing party’s Confidential Information that it uses to protect its own confidential information, but in no event less than reasonable care.

  2. Confidential Information does not include any information that (i) was known (without any confidentiality obligations) prior to disclosure by the disclosing party, (ii) is publicly available (through no fault of the receiving party), (iii) is rightfully received by a third party (without a duty of confidentiality), or (iv) is independently developed (without access or use of Confidential Information). The receiving party may disclose Confidential Information when compelled to do so by law, so long as the receiving party provides prior written notice of the disclosure (if legally permitted) to allow the disclosing party the opportunity to seek protection or confidential treatment or to limit or prevent such disclosure. The receiving party also agrees to cooperate with the disclosing party if the disclosing party chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed.

  3. Each party acknowledges and agrees that violation of any covenants with respect to the Confidential Information of the other party may cause such other party irreparable harm, and that such other party will be entitled to seek an injunction and other equitable relief, without payment of any bond and in addition to all other remedies available to it as provided above or otherwise by law, to prevent any such violation or to secure enforcement of this Agreement.

10. Representations and Warranties

  1. Each party represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) it has the full power and authority to enter into this Agreement and perform its obligations hereunder; and (iii) this Agreement, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms.

  2. Biscope.ai further represents and warrants that the Software Service shall be provided in material compliance with the Documentation. As Licensee’s sole and exclusive remedy for a breach of the foregoing warranty, Bioscope.ai will use commercially reasonable efforts to remediate the error identified in writing by Licensee.

  3. Licensee further represents and warrants that (i) Licensee has obtained and shall maintain all necessary rights, licenses, consents, permissions, and lawful bases in compliance with all Applicable Laws to (A) use Licensee Data for the purpose of using the Software Service, (B) provide to Bioscope.ai the Licensee Data for the purpose of performing Bioscope.ai’s obligations under this Agreement; and (ii) Licensee shall access and use the Bioscope.ai Intellectual Property provided to Licensee consistent with Applicable Laws.

  4. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE IN THIS SECTION, THE SOFTWARE SERVICE, ANY ASSOCIATED SERVICES AND ALL BIOSCOPE.AI INTELLECTUAL PROPERTY ARE PROVIDED “AS IS” AND BIOSCOPE.AI SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT ANY OF THE FOREGOING WILL BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. BIOSCOPE.AI MAKES NO WARRANTY THAT THE SOFTWARE SERVICE, ANY ASSOCIATED SERVICES, OUTPUT GENERATED BY THE SOFTWARE SERVICE, AND ALL BIOSCOPE.AI INTELLECTUAL PROPERTY WILL MEET LICENSEE’S OR REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, HARDWARE OR SYSTEM. WITHOUT LIMITING THE FOREGOING, LICENSEE UNDERSTANDS THAT BIOSCOPE.AI MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF THE BIOSCOPE.AI INTELLECTUAL PROPERTY, INCLUDING ALL CONTENT PROVIDED THEREWITH, OR THAT ANY ERRORS IN THE BIOSCOPE.AI INTELLECTUAL PROPERTY OR ANY SUCH CONTENT CAN OR WILL BE CORRECTED. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE BIOSCOPE.AI INTELLECTUAL PROPERTY AND CONTENT PROVIDED THEREWITH IS AT LICENSEE’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH LICENSEE.

11. Indemnification

  1. Bioscope.ai shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses (including reasonable attorneys’ fees) (“Losses”) resulting from a third-party claim alleging that the Software Service infringes such third party’s United States copyright or patent rights; provided, however, that Licensee promptly notifies Bioscope.ai in writing of any such claim, cooperates with Bioscope.ai in the defense of such claim, and allows Bioscope.ai sole authority to control the defense and settlement of such claim. This Section will not apply to the extent that the claim arises from: (i) use of the Software Service in combination with data, software, hardware, or technology not provided by Bioscope.ai; (ii) modifications to the Software Service not made by Bioscope.ai; (iii) the Licensee Data; or (iv) any Third Party Services. If the Software Service is, or in Bioscope.ai’s opinion is likely to be, claimed to infringe a third party’s United States patent or copyright, or if Licensee’s use is enjoined or threatened to be enjoined, Bioscope.ai may, at its sole option: (1) obtain the right for Licensee to continue to use the applicable Software Service; (2) modify or replace the Software Service, in whole or in part; or (3) terminate this Agreement and all Orders. THIS SECTION SETS FORTH LICENSEE’S SOLE REMEDIES AND BIOSCOPE.AI’S SOLE LIABILITY FOR ANY CLAIM THAT THE BIOSCOPE.AI INTELLECTUAL PROPERTY INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHT.

  2. Licensee shall indemnify, defend, and hold harmless Bioscope.ai and its and their respective officers, directors, employees, agents, successors, service providers and assigns (each, a “Bioscope.ai Indemnitee”) from and against all Losses incurred by the Bioscope.ai Indemnitee resulting from a third-party claim that arises out of or results from (i) Licensee’s (or its Authorized Users’) use or misuse of the Bioscope.ai Intellectual Property, (ii) Licensee Data, (iii) Licensee’s breach of or any actual or alleged violation of Applicable Laws, any representations and warranties provided under this Agreement or the applicable Patient Agreement, or (iv) any claim or allegation by or on behalf of any Patient relating to or arising from the provision of patient care or related outcome; provided, however, that Bioscope.ai promptly notifies Licensee in writing of such claim, cooperates with Licensee in the defense of such claim, and allows Licensee sole authority to control the defense and settlement of such claim. Bioscope.ai may participate in the proceedings at its own cost with counsel of its own choosing. Licensee may not settle any claim in any manner that adversely affects Bioscope.ai without Bioscope.ai’s prior written consent (which may not be unreasonably withheld).

12. Limitation of Liability

EXCEPT FOR ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, A PARTY’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOSS OF REVENUE, OR LOSS OF PROFITS, SALES, CUSTOMERS, GOODWILL, OR DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF THE BASIS OR TYPE OF CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN ADDITION, IN NO EVENT WILL BIOSCOPE.AI BE LIABLE HEREUNDER FOR ANY AMOUNT OF DIRECT DAMAGES THAT EXCEEDS THE SUBSCRIPTION FEES DUE UNDER THE APPLICABLE ORDER DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THESE EXCLUSIONS ARE MEANT TO APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF THE FAILURE OF ANY SPECIFIC REMEDY. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Customer acknowledges and agrees that the above limitations of liability, together with the other provisions in this Agreement that limit liability, are essential terms and that Bioscope.ai would not be willing to grant the rights set forth in this Agreement but for Licensee’s agreement to the above limitations of liability. Licensee agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within twelve (12) months after such claim or cause of action arose or such claim or cause of action will be forever barred.

13. General

  1. This Agreement does not create or imply any agency, partnership, or franchise relationship. This Agreement is intended for the benefit of the parties and is not intended to benefit any third party. Neither party has the authority to assume or create any obligation on behalf of the other party.

  2. Neither party may assign the Order or this Agreement without the other party’s prior written consent (except to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of the assets or equity of such party). Any attempt to assign the Order or this Agreement other than as permitted in this Agreement will be null and void.

  3. The parties are independent contractors under this Agreement and nothing in this Agreement will be construed to create a partnership, joint venture, agency, or employer-employee relationship between Licensee and Bioscope.ai. Neither party will act in a manner that expresses or implies a relationship other than that of independent contractor, nor bind the other party.

  4. Any notice, approval, consent, or other communication intended to have legal effect under this Agreement must be given to the other party in writing to address set forth in the applicable Order, and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

  5. Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement (excluding payment obligations) as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.

  6. This Agreement shall be governed by the laws of the State of Indiana (which applies without regard to any conflicts of law principles) and the jurisdiction and venue for any disputes arising out of or relating to this Agreement will be a federal or state court in Indianapolis, Indiana, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The parties agree that the United Nations Convention on Contracts for the International Sales of Goods is specifically excluded from application to this Agreement.

  7. In the event that any provision of this Agreement is illegal or otherwise unenforceable, such provision will be severed and the remaining portion of this Agreement will remain unaffected and will continue in full force and effect.

  8. The Order and this Agreement constitute the complete and exclusive understanding and agreement between the parties regarding this subject and supersede all prior or contemporaneous agreements or understandings (written or verbal) relating to this subject matter of this Agreement. No terms in any purchase order or in any order documentation (other than the Order) are incorporated into or form any part of this Agreement. If any terms are found to be void or unenforceable, the remaining terms of this Agreement will remain in full force and effect.

Last Updated: December 5, 2025

For questions about this Master Services Agreement, please contact legal@bioscope.ai