BOMEE SERVICES AGREEMENT (ONLINE TERMS)

Version 1.3.1 — Final · September 14, 2026

These Terms are accepted electronically at checkout. No signature page is used.

1. AGREEMENT; ELECTRONIC ACCEPTANCE; EFFECTIVE DATE

1.1 Parties; Binding Agreement. This Bomee Services Agreement (these "Terms," and together with each Order and any schedules incorporated by reference, this "Agreement") is a binding agreement between LifeX America, Inc., a Delaware corporation ("Company"), and the business customer identified in the Order ("Customer"). Each of Company and Customer is a "Party," and together they are the "Parties."

1.2 Acceptance at Checkout. Customer accepts this Agreement by (i) affirmatively checking the box presented at Company’s online checkout indicating agreement to these Terms, and (ii) completing payment. The date on which Customer completes both steps is the "Effective Date." The individual completing checkout represents and warrants that he or she is duly authorized to bind Customer, and such electronic acceptance constitutes conclusive proof of that authority.

1.3 The Order. The selections Customer makes at checkout or afterward through Company’s ordering process — including the number of Devices (and, where applicable, Locations), the Services and Add-Ons selected, and the plan and payment options chosen — together with Company’s electronic confirmation of those selections, form an "Order" and are part of this Agreement. Company’s checkout records, the subscription records maintained through Company’s payment processor, and the order confirmation email sent to Customer are the record of each Order.

1.4 Electronic Records. The Parties agree that this Agreement and all related notices and records may be made and kept electronically, and that electronic acceptance, records, and signatures satisfy any requirement that this Agreement or any related record be in writing or signed, to the fullest extent permitted by applicable law (including the U.S. E-SIGN Act and applicable state electronic-transactions laws).

2. THE SERVICES

2.1 Bomee Business. Company operates a mobile application that provides expecting parents a week-by-week pregnancy tracker, a parenting journal, and the ability to view and share their prenatal ultrasound video and images (the "Bomee App," and Company’s related business, the "Bomee Business").

2.2 Bomee Air. "Bomee Air" is Company’s hardware-free ultrasound media delivery service. Customer’s compatible ultrasound equipment transmits the ultrasound video and images from a scanning session, using the equipment’s digital transmission capability (as specified in the Documentation) and Customer’s internet connection, to servers operated by Company or its affiliates (the "Bomee Cloud"). Once session media is received by the Bomee Cloud, Company processes it and makes it available to Customer’s client through the Bomee App when the client enters the session’s Patient ID (Section 4.2). No Company hardware is installed at Customer’s facility.

2.3 Optional Add-On Services. Company offers the optional add-on services described in Schedule 1, currently BabyView AI and CrystalReveal (each, an "Add-On"). Add-Ons are inactive unless and until activated under Section 3. Bomee Air, the activated Add-Ons, and any Additional Services under Section 3.2 are, collectively, the "Services."

2.4 Service Boundary. Company’s responsibility for session media begins when that media is received by the Bomee Cloud in complete and readable form. The capture, generation, and transmission of media upstream of the Bomee Cloud — including the operation, configuration, and transmission output of Customer’s ultrasound equipment, Customer’s local network and internet connectivity, and Customer’s facility and office systems — are Customer’s sole responsibility. Company will provide reasonable remote assistance with initial transmission setup as described in Section 6, but Company does not control, and is not responsible for, Customer’s equipment, network, or connectivity.

2.5 Documentation. Company will make available written materials, instructions, and standards for use of the Services (the "Documentation"). Customer will use the Services, and will describe the Services to its clients, only in accordance with the Documentation.

3. ADD-ON ACTIVATION; ADDITIONAL SERVICES; CHANGES

3.1 Activating Add-Ons. Customer may request activation of an Add-On at checkout or at any later time through Company’s designated ordering channel (including by email or an in-portal selection). Activation takes effect when Company confirms it electronically. Upon activation, the Add-On is governed by this Agreement and by the pricing for that Add-On in effect and communicated to Customer at the time of activation, without any further signature or separate agreement.

3.2 Additional Services. If Company makes additional Bomee services available and Customer orders them, those services are likewise governed by this Agreement and by the then-current pricing communicated to Customer at the time of ordering, unless the Parties expressly agree otherwise in writing.

3.3 Changing Selections. A plan change within an Add-On (for example, switching BabyView AI between its flat-fee and per-session options, or switching CrystalReveal between Basic and Motion), and deactivation of an Add-On, take effect at the start of Customer’s next monthly billing cycle following Company’s confirmation, unless Schedule 1 states otherwise. Changes to the number of Devices are governed by Schedule 1.

4. CUSTOMER RESPONSIBILITIES

4.1 Client Communications; Non-Medical Use. Customer will inform its clients about the Bomee App and the availability of ultrasound media delivery through the Services at Customer’s facility. Customer will inform each client that Customer’s ultrasound imaging services, and all media delivered through the Services, are provided for informational, keepsake, and entertainment purposes only, and shall not, and must not, be used for medical or diagnostic purposes. Customer will also inform each client, before or at the time of the session, that the session’s ultrasound media and related session information (including the Patient ID) will be transmitted to, stored on, and processed by cloud systems operated by Company and its affiliates and made available through the Bomee App, and Customer will provide any notices and obtain any consents required under applicable law for that transmission.

4.2 Patient ID. Each scanning session is associated with a client’s Bomee App account by means of the patient identifier generated or entered on Customer’s ultrasound equipment for that session (the "Patient ID"). Customer will (i) create or enter the Patient ID for each session in accordance with the Documentation, (ii) accurately provide each client with the Patient ID for that client’s own session so the client can access the session in the Bomee App, and (iii) not disclose a client’s Patient ID to anyone other than that client. Company is not responsible for a client’s inability to access session media where the Patient ID was not generated, entered, or communicated in accordance with this Section 4.2.

4.3 Input Data. Customer will produce raw session data (ultrasound video and images) in accordance with the Documentation (such data, the "Input Data"), and will not use the Input Data except to perform this Agreement.

4.4 Equipment, Connectivity, and Setup. Customer will, at its own cost: (i) maintain ultrasound equipment that meets the compatibility and transmission requirements stated in the Documentation, and an internet connection meeting the minimum requirements stated therein; (ii) make the relevant equipment settings, and reasonable technical cooperation, available to Company for the remote configuration of transmission to the Bomee Cloud; and (iii) designate personnel to coordinate setup and ongoing use of the Services.

4.5 Compliant Use. Customer will use the Services only in accordance with this Agreement, the Documentation, and applicable law, and is responsible for the acts and omissions of its employees, agents, and representatives in connection with the Services.

5. COMPANY RESPONSIBILITIES

Upon receipt of complete and readable Input Data at the Bomee Cloud, Company will process the Input Data and make the corresponding session media available to the relevant client through the Bomee App, and will provide the Services with commercially reasonable skill and care. Company may use affiliates and subcontractors, including affiliates that operate the Bomee Cloud and the Bomee App, to provide the Services, and Company remains responsible for their performance under this Agreement.

6. SUPPORT

6.1 Included Support. During each Term and at no additional charge, Company will provide: (i) remote technical support and troubleshooting related to the operation of the Services, including reasonable remote assistance with initial transmission setup; and (ii) software updates to the Services as released by Company.

6.2 Exclusions. Included support does not cover: (i) issues resulting from Customer’s own internet, power, equipment, or third-party systems; (ii) issues arising from use of the Services other than in accordance with the Documentation or the minimum requirements; or (iii) on-site visits, which are available only by mutual agreement and may be billed separately at Company’s then-current rates.

6.3 Changes to Support. Support is provided as a benefit under current Company policy and may be reasonably modified by Company upon notice, provided that Company will not materially reduce the overall level of included support during a paid Term.

7. FEES; BILLING; PAYMENT

7.1 Fees. Customer will pay the fees for the Services as stated in the applicable Order — including the amounts presented at checkout and any amounts communicated at Add-On activation — applied as described in Schedule 1 (the "Fees").

7.2 Recurring Payment Authorization. Customer authorizes Company and its payment processor (currently Stripe) to charge the payment method Customer provides at checkout, and any replacement or backup payment method Customer adds, on a recurring basis for all Fees and applicable taxes as they come due under this Agreement, without separate authorization for each charge, until this Agreement ends and all amounts due have been paid. Customer will keep its payment information accurate and current. This authorization replaces any separate ACH or payment authorization form.

7.3 Billing Schedule. Unless Schedule 1 states otherwise: (i) recurring fixed Fees (including the Air Base Fee when billed monthly, any flat-fee Add-On, and tier-based Add-On fees) are billed on the calendar-month cycle, monthly in advance at the beginning of each calendar month, with partial cycles prorated as described in Schedule 1; (ii) where Customer selects annual billing — at checkout or, effective at a renewal, under Section S1.1(d) — the Air Base Fee for each annually billed Term is billed annually in advance at the start of that Term, on the Term cycle rather than the calendar-month cycle; and (iii) usage-based Fees (including per-session Add-On fees) are billed monthly in arrears, at the beginning of each calendar month for the preceding calendar month.

7.4 Failed Payments; Suspension. If a charge fails, Company’s payment processor will automatically retry it and Company will notify Customer. If any amount remains unpaid fourteen (14) days after its due date, Company may suspend the Services — including the processing and delivery of new session media — until all outstanding amounts have been paid, and will restore the Services promptly after payment. Suspension does not relieve Customer of its payment obligations, and the Term continues to run during any suspension.

7.5 Late Amounts. Any amount not paid when due will bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated as simple interest from the due date until paid in full, and Customer will reimburse Company’s reasonable costs of collection (including reasonable attorneys’ fees).

7.6 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, goods-and-services, and similar taxes, levies, and duties arising from the Services, excluding taxes based on Company’s income. Where Company is required to collect such taxes, they will be added to the applicable invoice or charge.

7.7 Currency. All Fees are denominated in United States dollars and, unless Company makes local-currency billing available, are charged in United States dollars. If Company or its payment processor presents or charges an equivalent amount in another currency, the U.S.-dollar price list remains the governing price, with conversion determined at the time of each charge. Any currency-conversion or foreign-transaction costs imposed by Customer’s bank, card issuer, or payment network are Customer’s responsibility.

7.8 Fee Changes. The Air Base Fee stated in Customer’s Order applies unchanged for the entirety of each Term, from the start of that Term through its end. A changed Air Base Fee may take effect only as of a renewal, and only if the change is communicated to Customer no later than the renewal reminder under Section 8.2. Add-On pricing may change upon at least thirty (30) days’ prior notice, effective at the start of a subsequent monthly billing cycle; Customer may deactivate the affected Add-On before the change takes effect.

8. TERM; RENEWAL; TERMINATION

8.1 Initial Term. This Agreement starts on the Effective Date and continues for an initial committed term of twelve (12) months (the "Initial Term"). The Initial Term and each Renewal Term are each a "Term." The commitment under this Section 8 applies to the Air Base Fee; Add-Ons are month-to-month as described in Schedule 1.

8.2 Automatic Renewal; Renewal Reminder. At the end of the Initial Term and of each Renewal Term, this Agreement automatically renews for a further period of twelve (12) months (each, a "Renewal Term"), and Customer’s registered payment method continues to be charged in accordance with Section 7, unless renewal is disabled under Section 8.3. Company will send a renewal reminder to Customer’s account email at least fifteen (15) and no more than thirty (30) days before each renewal date, identifying the renewal date, the Fees and rates that will apply to the Renewal Term, and how to disable renewal. NOTICE: THIS AGREEMENT RENEWS AUTOMATICALLY FOR SUCCESSIVE TWELVE-MONTH TERMS, AND CUSTOMER’S PAYMENT METHOD WILL CONTINUE TO BE CHARGED, UNLESS CUSTOMER DISABLES RENEWAL BEFORE THE RENEWAL DATE.

8.3 Disabling Renewal. Customer may disable automatic renewal at any time before the applicable renewal date, by written notice to Company (email is sufficient) or through any self-service option Company provides. Disabling renewal does not affect the then-current Term: the Services and Customer’s payment obligations continue until the end of that Term, and this Agreement then expires.

8.4 No Termination for Convenience by Customer. Except as provided in Section 8.3, Customer may not terminate this Agreement for convenience during a Term, and the Air Base Fee committed for a Term is non-cancellable.

8.5 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach. Company may also suspend the Services during any uncured material breach by Customer. If Customer terminates under this Section 8.5 for Company’s uncured material breach, Company will refund any prepaid Fees attributable to the period after the effective date of termination.

8.6 Termination by Company for Convenience. Company may terminate this Agreement for convenience upon at least thirty (30) days’ written notice, in which case Company will refund any prepaid Fees attributable to the period after the effective date of termination.

8.7 Effect of Termination or Expiration. Upon termination or expiration of this Agreement: (i) Customer’s right to use the Services ends, and no new session media will be accepted or delivered under Customer’s account; (ii) Customer will pay all Fees accrued through the end date, and, if Company terminates for Customer’s uncured material breach during a Term, the remaining Air Base Fee for that Term becomes immediately due; (iii) each Party will return, or cease using, the other Party’s Confidential Information, except that Company may retain records as required by law and the rights granted in Section 10 survive; and (iv) session media already delivered to a client’s Bomee App account before the end date remains stored on the Bomee Cloud and remains available to that client through the client’s own relationship with the Bomee Business, subject to the Bomee App’s consumer terms and Company’s data-retention policies. Termination of this Agreement does not entitle Customer to the removal of media from clients’ accounts. Company does not commit to any minimum retention period for session media, and may retain, archive, or delete media in accordance with its data-management practices, user requests, and applicable law.

9. INFORMATION SECURITY

9.1 Compliance; Safeguards. Each Party shall perform its obligations under this Agreement in a manner that complies with applicable law governing the protection of personal information. Without limiting the foregoing, each Party will implement and maintain appropriate technical and organizational measures to protect the personal information in its possession or control in connection with the performance of this Agreement.

9.2 Security Incidents. If Company confirms a breach of security leading to unauthorized access to or disclosure of Customer’s Confidential Information or session media in Company’s possession, Company will notify Customer without undue delay and will reasonably cooperate with Customer’s related inquiries. Each Party remains responsible for its own notification obligations under applicable law.

10. TITLE; LICENSE; DATA

10.1 Company IP. Company and its licensors own all right, title, and interest in and to the Services, the Bomee App, the Bomee Cloud, and the Documentation. Company hereby grants Customer a non-exclusive, limited, revocable, non-transferable, non-sublicensable, royalty-free right and license to access and use the Services in accordance with this Agreement and the Documentation during the Term. Customer acknowledges and agrees that it acquires no other right, title, or interest in the Services or the Documentation.

10.2 Input Data. Customer retains all right, title, and interest in the Input Data. Customer hereby grants Company a non-exclusive, royalty-free, worldwide license, with the right to sublicense to Company’s affiliates and service providers, to host, store, process, transmit, and display the Input Data as necessary to provide the Services.

10.3 Operational Data. Customer hereby grants Company a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license (with the right to grant sublicenses through multiple tiers) to collect and use aggregated operational data generated through the Services — including, but not limited to, the number and frequency of ultrasound recordings, session counts, and usage counts — for the limited purposes of (i) service improvement, (ii) system performance analysis, and (iii) research or development related to clinical decision support systems (CDSS) or artificial-intelligence models that utilize anonymized or de-identified ultrasound data.

10.4 Limits. For clarity, Sections 10.3 and 10.5 do not grant Company any right to access, use, or share actual ultrasound videos, identifiable patient data, or any content that can reasonably be linked to an individual or to a specific studio client. The hosting, processing, transmission, and display of Input Data needed to deliver the Services are governed solely by Section 10.2.

10.5 De-Identified Data. Customer acknowledges and agrees that Company may use anonymized and de-identified ultrasound data for statistical, analytical, or research purposes, including but not limited to training and improving AI algorithms or clinical decision support systems (CDSS). Such data shall be processed in accordance with applicable data-protection laws and shall exclude any personally identifiable or studio-specific information.

11. CONFIDENTIALITY

11.1 Definition. "Confidential Information" means any and all proprietary, restricted, or secret information or data of a Party, in whatever form (including oral, paper, electronic, and magnetic or media forms), relating to that Party or to its operations, activities, businesses, employees, services, or customers, that is disclosed in connection with this Agreement; provided that Company may use aggregated or de-identified operational metrics (such as the number of ultrasound sessions or usage frequency) for internal analysis, research, and AI model training as permitted by Section 10, so long as such data cannot be used to identify Customer or its clients.

11.2 Nondisclosure and Nonuse. Each Party receiving Confidential Information of the other (i) shall hold it in strict confidence, (ii) shall not disclose it to any third party and shall implement practices and procedures reasonably necessary to prevent such disclosure, which shall be at least those the receiving Party uses to protect its own Confidential Information of like kind, and (iii) shall use it only to perform, or to exercise its rights under, this Agreement. Notwithstanding the foregoing, a receiving Party may disclose Confidential Information, only to the extent reasonably necessary, to its responsible employees, attorneys, and consultants, and to those of its affiliates, who have a bona fide need to know and who are bound by confidentiality obligations at least as protective as this Section; the receiving Party will instruct those individuals regarding these obligations and remains responsible for their acts and omissions.

11.3 Exclusions. The nondisclosure and nonuse obligations do not apply to any part of the Confidential Information which the receiving Party can show (i) was already known to it before receipt from the disclosing Party, (ii) is or becomes known or generally available to the public through no fault of the receiving Party, (iii) is rightfully furnished to it by a third party who did not receive it, directly or indirectly, from the disclosing Party under an obligation of nondisclosure or nonuse, or (iv) is independently developed by or for the receiving Party without use of the disclosing Party’s Confidential Information.

12. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement. Customer further represents and warrants that: (i) the Input Data will conform to the Documentation; (ii) neither the execution of this Agreement nor its performance will directly or indirectly violate or interfere with the terms of another agreement to which Customer is a party, nor will Customer enter into any agreement whose execution or performance would violate or interfere with this Agreement; (iii) Customer is not deemed a medical provider in any state or jurisdiction where it performs ultrasound imaging; (iv) Customer is a non-covered entity for purposes of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), 45 C.F.R. Parts 160 and 164; (v) each of Customer’s employees, agents, or representatives assigned to perform hereunder ("Personnel") shall have proper skill, training, and background and shall perform in a competent and workmanlike manner in accordance with the professional standards and best practices prevailing in the industry; and (vi) Customer has provided all notices to, and obtained all consents and authorizations from, its clients that are required under applicable law for the transmission of session media and related personal information to Company and its affiliates as contemplated by this Agreement. The Services under these Terms are offered only to customers that are not “covered entities” under HIPAA; covered entities may not purchase through Company’s online checkout and should contact Company regarding a separate agreement. Company does not act as a business associate of any Customer under these Terms and does not enter into business associate agreements through this online checkout.

13. DISCLAIMERS; LIMITATIONS OF LIABILITY

13.1 WARRANTY DISCLAIMER. UNLESS OTHERWISE STATED IN THIS AGREEMENT, AND TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OR CONDITIONS THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, RELIABLE, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, NON-INFRINGING, OR FREE OF DEFECTS OR ERRORS, OR THAT THE SERVICES WILL OPERATE ON AN UNINTERRUPTED BASIS. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THE TRANSMISSION OF MEDIA FROM CUSTOMER’S EQUIPMENT TO THE BOMEE CLOUD, WHICH DEPENDS ON CUSTOMER’S EQUIPMENT AND CONNECTIVITY.

13.2 LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, FRAUD OR VIOLATION OF LAW, OR VIOLATION OF SECTION 11 (CONFIDENTIALITY), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY WHO MAY BENEFIT FROM ANY PROVISION OF THIS AGREEMENT FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RESULTING FROM LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OR LOSS OF BUSINESS, OR OTHER ECONOMIC LOSS) ARISING OUT OF THIS AGREEMENT OR WITH RESPECT TO A PARTY’S PERFORMANCE OR NON-PERFORMANCE HEREUNDER, WHETHER OR NOT SUCH LOSS OR DAMAGE IS FORESEEABLE, FORESEEN, OR KNOWN, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF OR IS AWARE THAT SUCH DAMAGES MAY BE INCURRED. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR RESTRICT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD, OR FRAUDULENT MISREPRESENTATION, OR ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL TO EXCLUDE OR RESTRICT LIABILITY.

13.3 LIMITATION OF DAMAGES. TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY AND ITS AFFILIATES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEED TEN THOUSAND DOLLARS ($10,000).

14. INDEMNIFICATION

Customer will defend, indemnify, and hold harmless Company and its affiliates and their respective officers, directors, employees, agents, successors, and permitted assigns (each, a "Company Indemnitee") from and against all Losses arising out of or resulting from any third-party claim, suit, action, or proceeding (each, an "Action") arising out of or resulting from: (a) bodily injury, death of any person, or damage to real or tangible personal property resulting from the willful, fraudulent, or negligent acts or omissions of Customer or its Personnel; and (b) Customer’s breach of any representation, warranty, or obligation of Customer set forth in this Agreement. "Losses" mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

15. INSURANCE

Customer shall maintain insurance coverage reasonably adequate to protect against every claim of any nature for damage to property or for personal injury (including, without limitation, death) that relates to the Services and/or to actions by Customer, its subcontractors, employees, consultants, or agents, including, at a minimum, comprehensive general (and professional, if applicable) liability insurance in an amount at least equivalent to the standard in Customer’s industry.

16. GENERAL PROVISIONS

16.1 Assignment. This Agreement shall not be assigned or otherwise transferred by either Party without the prior written consent of the other, which consent shall not be unreasonably withheld; provided that no such consent shall be required from Customer for Company’s assignment or transfer of this Agreement to an affiliate or in connection with a sale or transfer of all or substantially all of Company’s business or assets. This Agreement shall be binding on and inure to the benefit of the Parties and their permitted successors and assigns.

16.2 No Waiver. A Party’s forbearance, or failure to take action or exercise its rights hereunder, in the event of any noncompliance, nonperformance, or other default by the other Party shall not constitute a waiver of any rights or obligations under this Agreement.

16.3 Notices. Any notice under this Agreement shall be in writing and may be given by email. Notices to Customer are effective when sent to the email address associated with Customer’s account (as provided at checkout and updated by Customer), unless the sender receives an automated non-delivery response. Notices to Company shall be sent to us_accounts@lifex.io, with a copy by mail to LifeX America, Inc., Attn: Chief Executive Officer, 12130 Millennium Dr., Suite 300, Playa Vista, CA 90094.

16.4 Force Majeure. "Force Majeure" means any delay caused by acts of nature, strikes, lockouts, other labor troubles, riots, civil commotion, pandemic, epidemic, health emergency, insurrection, war, order of government agencies, or other reason not the fault of the Party delayed (financial inability excepted). If an event of Force Majeure prevents a Party from performing its obligations under this Agreement, such Party will not be in breach of this Agreement during the period of delay, and the period for the performance of such act shall be extended for a period equivalent to the period of such delay.

16.5 Headings. Titles and headings in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

16.6 Survival. Sections 8.7 (Effect of Termination or Expiration), 9 (Information Security), 10 (Title; License; Data), 11 (Confidentiality), 13 (Disclaimers; Limitations of Liability), 14 (Indemnification), and 15 (Insurance), together with any payment obligations accrued before the end of this Agreement, shall survive the termination or expiration of this Agreement.

16.7 Severability. If a court determines that a provision of this Agreement, or a provision’s application or interpretation, is invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. The Parties will use good-faith efforts to interpret the remainder of this Agreement, or the invalid or unenforceable provision, in a way that most accurately achieves the Parties’ intent in entering into this Agreement.

16.8 Governing Law; Dispute Resolution; Class Waiver. This Agreement is governed by the laws of the State of California without regard to its conflict-of-law principles. Before initiating any formal proceeding, the Parties will first attempt in good faith to resolve any dispute arising out of or relating to this Agreement informally for at least thirty (30) days following written notice of the dispute. Any dispute not resolved informally will be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator seated in Los Angeles, California; the arbitration may be conducted by videoconference or on written submissions, and judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may (i) bring an individual claim in small-claims court, or (ii) seek injunctive or other equitable relief in the state or federal courts sitting in Los Angeles County, California, for infringement or misuse of intellectual property or breach of Section 11 (Confidentiality), and the Parties consent to the exclusive jurisdiction of those courts for those purposes and for compelling arbitration or enforcing an arbitral award. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL DISPUTES WILL BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY, AND NEITHER PARTY MAY PARTICIPATE IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION.

16.9 No Third-Party Beneficiaries. This Agreement is entered into solely between, and for the benefit of, the Parties and shall not be deemed to create any rights in any third parties, including, without limitation, customers, clients, licensors, or subcontractors of any Party. Clients’ use of the Bomee App is governed by their own agreements with the Bomee Business.

16.10 Entire Agreement; Modification. This Agreement — these Terms together with each Order and all applicable schedules, each incorporated herein by this reference — contains the Parties’ entire understanding with respect to its subject matter and supersedes all prior or contemporaneous statements. Company may update these Terms effective as of the start of a Renewal Term by providing the updated Terms no later than the renewal reminder under Section 8.2; Customer’s renewal constitutes acceptance of the updated Terms, and Customer may instead disable renewal under Section 8.3. Changes required by applicable law may take effect sooner upon notice. Any other modification of this Agreement must be in a writing agreed to by both Parties (which may be by exchange of emails between authorized representatives).

16.11 Independent Contractors. The Parties are independent contractors, and this Agreement does not constitute — and shall not be construed to create or establish — a partnership, agency, joint venture, or employment relationship. Nothing in this Agreement gives one Party the right, power, or authority to bind the other.

16.12 Compliance with All Laws. In the performance of their respective duties and obligations under this Agreement, Company and Customer shall each comply at all times with all applicable federal, state, and local laws, statutes, regulations, rules, orders, and ordinances now in effect or as hereafter enacted, amended, or promulgated.

16.13 Order of Precedence. To the extent that there is any conflict between the components of this Agreement, the following order of precedence applies, in descending order (with the highest priority first): (1) the applicable Order; (2) Schedule 1; and (3) these Terms. Notwithstanding the foregoing, if subscription or billing records generated by Company’s payment processor conflict with the billing-cycle, proration, or measurement provisions of Schedule 1, Schedule 1 controls.

16.14 Use of Names and Marks. Neither Party may use the other Party’s name, trademarks, or logos, or those of any affiliates, in any advertising or promotional material or otherwise, without the prior written approval of such other Party.

SCHEDULE 1 — SERVICES & FEES

This Schedule describes how each Service is priced and billed. The amounts of all Fees are as stated in the applicable Order — presented at checkout or communicated at Add-On activation — are denominated in United States dollars, and are subject to Section 7 of the Terms. Capitalized terms have the meanings given in the Terms.

S1.1 BOMEE AIR (BASE SERVICE — REQUIRED)

(a) Fee; Payment Options. The Bomee Air base fee is a fixed fee per Device, in the amount presented at checkout (the “Air Base Fee”), with unlimited scanning sessions per Device. At checkout, Customer selects either monthly billing — the Air Base Fee billed on the calendar-month cycle under Section 7.3 — or annual billing — the Air Base Fee for the full Term billed annually in advance at the start of each Term, on the Term cycle. The selected payment option continues for each Renewal Term unless changed under Section S1.1(d); Add-Ons are billed monthly only. A "Device" is each ultrasound machine configured under Customer’s account to transmit session media to the Bomee Cloud. The Order states the number of Devices; for an office with two or more ultrasound machines, the fee applies per machine.

(b) Adding Devices. Customer may add Devices at any time, at the per-Device Air Base Fee stated in Customer’s Order. Each added Device is billed from its activation date on a daily-prorated basis — for monthly billing, over the remainder of the then-current calendar month; for annual billing, over the remainder of the then-current Term at the annual per-Device rate — and is coterminous with the then-current Term.

(c) Reducing Devices. The Device count may not be reduced during a Term, except that Customer may schedule a reduction to take effect as of the next renewal date. For monthly billing, any Air Base Fee prepaid for a removed Device for the portion of the calendar month falling on or after the renewal date is credited.

(d) Switching Payment Options. Customer may switch between monthly and annual billing effective as of a renewal date, by written notice to Company (email is sufficient) or through any self-service option Company provides, given before that renewal date. On a switch from monthly to annual billing, any monthly Air Base Fee already prepaid for the portion of the calendar month falling on or after the renewal date is credited against the annual charge. On a switch from annual to monthly billing, monthly billing begins at the renewal date, with the first partial billing cycle prorated under Section S1.4(c).

S1.2 BABYVIEW AI (OPTIONAL ADD-ON)

(a) Description. BabyView AI is an AI-powered baby-face prediction feature that generates a lifelike predicted image from session imaging. BabyView AI outputs are AI-generated predictions provided for keepsake and entertainment purposes only; they are not photographs of the baby, may differ materially from the baby’s actual appearance, and have no medical or diagnostic value.

(b) Activation. BabyView AI is inactive by default and is activated as described in Section 3 of the Terms. Company may decline to activate BabyView AI for accounts that have not requested it.

(c) Pricing (Customer selects one option at activation). At the rates communicated by Company at activation, Customer selects either (i) Unlimited: a flat monthly fee per Location, billed monthly in advance on the calendar-month cycle (the activation month billed at activation, prorated from the activation date), with unlimited BabyView AI sessions at that Location — the number of Locations is stated in Company’s activation confirmation; or (ii) Per-Session: a fee per session in which BabyView AI is used, billed monthly in arrears based on Company’s measured usage. A “Location” is a distinct physical facility (street address) at which Customer provides ultrasound imaging services under this Agreement. For Per-Session billing, a billable session is a scanning session for which BabyView AI output is generated; repeated generations for the same scanning session, up to any limit stated in the Documentation, count together as one session.

(d) Changes. Switching between the Unlimited and Per-Session options, or deactivating BabyView AI, takes effect at the start of the next monthly billing cycle after Company’s confirmation. As stated in Section 8.1 of the Terms, Add-Ons are month-to-month and are not subject to the twelve-month commitment.

S1.3 CRYSTALREVEAL (OPTIONAL ADD-ON)

(a) Description; Plans. CrystalReveal is an AI enhancement service that restores blurry or obstructed scans into 8K-quality images and videos. Two plans are offered: CrystalReveal Basic (Basic and Bonus Filters — 8K images plus transition videos for each session) and CrystalReveal Motion (the Basic plan plus a lifelike five-second Motion 8K video). Both plans include unlimited sessions, with up to five (5) re-generations per session, as described in the Documentation. CrystalReveal outputs are AI-enhanced cosmetic renderings provided for keepsake and entertainment purposes only; they do not accurately reproduce the underlying scan or the baby’s actual appearance and have no medical or diagnostic value. Retail pricing of CrystalReveal outputs to Customer’s clients is at Customer’s discretion. CrystalReveal is inactive by default and is activated as described in Section 3 of the Terms; Company may decline to activate CrystalReveal for accounts that have not requested it.

(b) Monthly Fee by Tier. The monthly fee for CrystalReveal is determined by a schedule of volume tiers for the selected plan, based on Customer’s CrystalReveal volume as described in Section S1.3(c). The tier boundaries and the fee for each tier are as set out in Company’s then-current CrystalReveal rate schedule communicated to Customer at activation, as updated from time to time under Section 7.8 of the Terms. Volumes above the highest published tier are priced by custom written quote from Company.

(c) Tier Determination; Billing. CrystalReveal is billed on a calendar-month cycle. Customer’s tier for each calendar month is set by the number of sessions in which CrystalReveal outputs were generated under Customer’s account during the immediately preceding calendar month (measured from the first through the last day of that month), as measured automatically by Company’s systems. Re-generations within a session, up to the limit stated in the Documentation, count together as one session, whether or not the outputs are sent to the Bomee App; generations beyond that limit, where made available, count as a new session. The fee for each calendar month is billed in advance at the beginning of that month at the tier so determined, and the tier moves up or down each month to match Customer’s actual volume. For any calendar month in which CrystalReveal is activated (including any reactivation), the fee for that month is billed at the time of activation, at the full monthly fee for the applicable tier, without proration, unless otherwise agreed in writing. The applicable tier is the lowest tier of the selected plan; however, if the activation occurs within three (3) months after a deactivation, the tier is instead set by Customer’s most recent calendar month in which sessions with CrystalReveal outputs were generated, as measured under Section S1.4(d). After a gap of more than three (3) months, the lowest tier applies.

(d) Changes. Switching between the Basic and Motion plans, or deactivating CrystalReveal, takes effect at the start of the next monthly billing cycle after Company’s confirmation.

S1.4 BILLING DEFINITIONS

(a) Billing Cycle. Monthly billing cycles run on the calendar month, from the first through the last day of each month. Where Customer selects annual billing, the Air Base Fee runs on the Term cycle, from the start of each Term.

(b) Advance and Arrears. Fixed and tier-based Fees are billed in advance for the upcoming cycle; usage-based Fees are billed in arrears for the completed cycle, as described in Section 7.3 of the Terms.

(c) Proration. The following are prorated according to the portion of the billing cycle to which they apply, calculated on a basis at least as favorable to Customer as daily proration: the first partial billing cycle where monthly billing starts partway through a calendar month (at the Effective Date, or at a renewal on a switch from annual to monthly billing), running through the end of that calendar month and billed at its start; the final partial billing cycle upon expiration or upon termination under Section 8.5 or 8.6 of the Terms (not where the remaining Air Base Fee becomes due under Section 8.7(ii)); mid-cycle Device additions and Device-reduction credits under Section S1.1; mid-month activation of BabyView AI Unlimited; and any Company-initiated adjustments. CrystalReveal activation-month fees are not prorated (Section S1.3(c)).

(d) Measurement. Session counts, Device counts, and usage are as measured by Company’s systems, which constitute the billing record absent manifest error.

(e) Time Zone. All billing boundaries under this Agreement — calendar months, proration periods, and session measurement — are determined in the U.S. Pacific time zone (America/Los_Angeles).

— End of Schedule 1 —