MORPHOMETRIX EQUINE PTE. LTD.

Terms and Conditions

The Terms and Conditions of Service which govern the usage of Morphometrix Equine Pte. Ltd. (“MEPL”, “us” or “we”) proprietary ultrasound image enhancement software as a service (“SaaS”) offering to its users (the “User” or “you”) are set out below. MEPL is an SaaS business that allows Users to upload ultra sound images in a prescribed manner and format and to receive back enhanced two and three dimensional images in static and video formats and associated data in multiple formats, including but not necessarily limited to, charts, graphs and spreadsheet herein defined as “the Data”. “Services” means the processing of ultrasound images using MEPL’s proprietary image enhancement algorithm along with the associated web APP, mobile APP and website, as the case may be, together with all other reports provided by us. To utilize the Service, Users either have created an account with the required payment information, or will provide a credit or debit card for payment of the service provided and will be charged the prescribed rate. The User will then be able to complete the process and will receive a download of the enhanced data that is created. Our technology that enables this process is proprietary and is owned by the Company or its affiliates.

The following describes the terms and conditions under which the Services are provided to Users. By entering this website, or our web or mobile app (hereinafter referred to individually or collectively as our “app”) and using any service provided by this app, you agree to be bound by this Agreement, and by the terms of our Privacy Policy which is also a part of the Agreement. In this Agreement, underlined terms serve as links to pages within this website that contain important information concerning your use of our services. We suggest that you access and become familiar with these pages including, but not limited to, our Privacy Policy and the specific terms and conditions for each use as you read this Agreement. We may, in our sole discretion, change this Agreement at any time by updating this web page. You are bound by all such modifications, and it is your responsibility to review this Agreement on a regular basis. Your continued use of our Services provided and our app constitutes your agreement with these terms and conditions as herein set out.

Your Account If you use this website, you are entirely responsible for maintaining the confidentiality of your account, your password, your security questions and answers thereto and for restricting access to your account. Further, you are entirely responsible for any and all activities that occur under your account and/or password. We shall not be responsible for any unauthorized use of your account and/or password. You may not use anyone else’s account at any time without the permission of the account user. We reserve the right to refuse service, terminate accounts and remove or edit content in our sole discretion.

Browsing the website There is no fee for accessing this website and viewing our content.

Use of Services The User agrees that he is responsible for reviewing MEPL’s User Guide prior to using our Services. Each User is responsible for using the Services in accordance with the User Guide. The User is responsible for Services that are unsuccessful as a result of non-compliance with the User Guide as well as the Fee for such Service.

User Rights If you decide to utilize our Services, you agree to pay, in addition to the price for the Service provided, you also agree to pay any applicable taxes. However, we reserve the right to increase or decrease this fee at any time without advance notice for future transactions.

The User has no rights or license for MEPL’s Software or SaaS platform. The User agrees that he only has rights to each ultrasound scan he uploads to MEPL’S SaaS platform and the resulting processed image and data, subject to the provisions herein contained. Such scans will be hosted by MEPL and are subject to the holding periods as prescribed by us from time to time.

We grant you a limited license only to make personal use only of our app. Such grant does not include, without limitation: (a) derivative uses of our app, website and their ; (b) use of any data mining, robots or similar data gathering and extraction methods or (c) reproduction, copying or redistribution for commercial purposes of any materials or design elements of our App. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of MEPL or any third party. Use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited. We reserve the right, without notice and in our sole discretion, to terminate your license to use our App and to block or prevent future access to and use of our website.

The User agrees that the intended use of the Service is solely for the purposes of supporting its medical analysis and diagnosis. The User agrees that at MEPL’s sole discretion, any indication to the contrary may result in the immediate denial of the Service and that MEPL retains the right to provide and revoke access to the Services at its sole discretion.
Privacy This Agreement is subject to our Privacy Policy which can be obtained by clicking on this link, to which both MEPL and you will be bound in the event you choose to utilize our Service.

Disclaimer The User agrees that MEPL does not and will not be construed as analyzing medical images or the associated data, providing any form of medical opinion, interpretation or diagnosis with respect to any aspect of the Service. The Service is intended only for image processing purposes and the processed images provided must be reviewed, interpreted, and diagnosed by a qualified medical practitioner.

Payment for Services The User agrees to pay the Fee for each ultrasound image it uploads for processing by MEPL’s SaaS platform at our prescribed rate. The User agrees that each scan will be charged to its debit or credit card on file in United States Dollars (USD) and such fees will be converted to local currency by its credit card provider. MEPL is not responsible for FX conversion, credit card fees, interest payments or any other fees associated with payment as a result of the User’s credit card provider.

If you do not agree to pay the fees or charges associated with your purchase and/or bid, you may cancel your transaction prior to completing it. All completed transactions are final, so please be sure that you have selected the items you require prior to completing your purchase.

If we cancel a transaction because the User fails to remit payment (failure to pay, invalid credit or debit card, stolen credit or debit card) we are not obligated to provide any materials associated with such cancelled transaction to the seller.

Charges to your Credit or Debit Card If you feel that a charge has been made to your credit or debit card in error, call our helpline or email our customer service department.

Refunds If you are not satisfied with your results due to poor quality imaging, you will receive a full refund provided you report the complaint to our customer service department within forty eight (48) hours of the scan and provide reasons for the complaint. The refund is subject to our sole discretion, acting reasonably in the circumstances.

Intellectual Property This website contains proprietary material and information. All design, text, software, images, trade names, logos and other information presented within the App are protected under international copyright laws and are owned by MEPL or its affiliated parties or are used under license from the owner of the respective intellectual property rights. In addition, the entire contents of the App and website are copyrighted as a collective work/compilation. MEPL or its affiliates owns copyrights in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded materials will be permitted without our written permission (and the copyright owner if other than MEPL). If you are given permission to copy, redistribute or publish copyrighted
material, you may not delete author attribution, trademark legends or copyright notices. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

Responsibility of Scanning The User agrees he is responsible for the successful scan and upload of each ultrasound image in accordance with MEPL’s standard scan and upload protocol (the “Protocol”) as set out in our User Guide. The User agrees that once he has uploaded an image, he will be charged our prescribed fee which will be billed to his debit or credit card in US Dollars. The User agrees that he has twenty four (24) hours to successfully upload and have processed a given image, save and accept for any service interruptions due to technical difficulties with our APP or website, and is responsible for the proper ultrasound scanning and upload in accordance with our Protocol.

Medical analysis and diagnosis for the User’s internal purposes. The User agrees that at MEPL’s sole discretion, any indication to the contrary may result in the immediate denial of the Services and that MEPL retains the right to provide and revoke access to the Services at its sole discretion.

Rights to Information Provided We will use your images and data for a variety of analytical purposes including internal marketing analysis as well as data analytics purposes. Such data analytics are core to MEPL’s business and are analyzed on an ongoing basis and disclosed to other Users on a no-names basis for each User’s analytical purposes. MEPL reserves the right to access your Images, Data and Personal Information for internal analysis purposes to help improve and advance our Service. Any use of your information for these purposes shall not disclose the source thereof without prior written approval from the source. In addition, we reserve the right to retain and access User information after the Hosting Period for internal and regulatory purposes.

Prohibited Uses You are prohibited from doing any act that has the effect of undermining the integrity of our system, our Services and the method by which we provide Services to Users. You are prohibited from selling or offering for sale your right of access to our Services through another publicly available marketplace, whether or not electronic or accessible through the Internet. Any use of our App to facilitate the sale of our Services through another publicly available marketplace may result in any or all of the following: (i) revocation of the User’s rights to use our App and any or all of our other Services; and (ii) revocation of any such sold or transferred information. You are prohibited from establishing any deep link or other connection to any specific page or pages of this website or the App other than the Home Page, without our express written consent. You may not use any our trademark or other proprietary graphic as part of the link without our express written consent. You will not post or transmit through this website any material which: (i) violates or infringes in any way upon the rights of others; (ii) is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable; (iii) encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law; (iv) creates or attempts to create any liability of MEPL or its affiliates; (v) contains advertising or any solicitation with respect to products or services, unless we have approved such material in writing, in advance of its transmission; (vi) introduces any program, executable file or routine (such as a worm, Trojan horse, cancelbot, time bomb or virus) into our system for any purpose, irrespective of whether any such program or routine results in detrimental harm to our system or our data; or (vii) threatens the continuous services of our ISPs, suppliers and vendors. Any conduct by you that we determine in our sole discretion restricts or inhibits any other consumer from using or enjoying our App or Services is expressly prohibited. You are prohibited from downloading or copying any content displayed on this website or the App for purposes other than preserving information for your personal use, without our express prior written consent.

In addition to those items as noted above, the User agrees it will not misuse the Service in any way, including, but not limited to:

• Modifying, hosting, sublicensing or reselling the Services;
• enabling or allowing others to use the Services using your account information;
• using the Services to construct any kind of database;
• accessing or attempting to access the Services by any means other than the interface we provide or authorize;
• circumventing any access or use restrictions put into place to prevent certain uses of the Services;
• impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
• attempting to disable, impair, or destroy the App or Services;
• uploading, transmitting, storing, or make available any content or code that contains any viruses, malicious code, malware, or any components designed to harm or limit the functionality of the App or Services;
• disrupting, interfering with, or inhibiting any other user from using the App or Services:or
• using any data mining or similar data gathering and extraction methods in connection with the App or Services.

Termination You agree that we may, under certain circumstances and without prior notice, immediately terminate your MEPL account. Cause for such termination shall include, but not be limited to, (a) breaches or violations of this Agreement, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification of the website or Apps or Services, (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the services provided by us. Termination of your MEPL account includes (a) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (b) barring of further use of the service provided by us. Further, you agree that all terminations for cause shall be made in our sole discretion and that we shall not be liable to you or any third party for any termination of your account or access to the services provided by us.

Binding Arbitration Any dispute relating to or arising from your use of Services provided through the App, or arising under this Agreement in which money damages are being sought, will be resolved by binding arbitration conducted in accordance with the Singapore International Arbitration Act. To the extent practicable, hearings will be conducted via telephone or other electronic means intended to facilitate a forum in which a hearing may be had. Any in-person arbitration proceeding will take place in Singapore. Upon conclusion of the arbitration, any court having jurisdiction over the matter may enter judgment on any award issued in arbitration.

No Warranties THIS WEBSITE AND THE APP AND ALL OTHER WEBSITES HOSTED BY MEPL AND THE CONTENT CONTAINED HEREIN AND THEREIN ARE PROVIDED BY US ON AN AS IS BASIS. MEPL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATIONS OF THE MEPL WEBSITES, OR THE CONTENT, PRODUCTS AND/OR SERVICES INCLUDED THEREIN. Access to our system, whether by users or potential buyers, sellers or transferees, is dependent on the Internet. We do not have any control over the Internet and thus cannot guarantee your ability to access at any particular time or times to our services, your specific user account or our marketplace. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, MEPL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR INFRINGEMENT.

Limitation of Liability MEPL SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA OR OTHERWISE, THAT MAY BE SUFFERED BY YOU OR ANY OTHER USER OF THE MEPL WEBSITES, SERVICES OR APPIN CONNECTION WITH OR AS A RESULT OF THE USE, INABILITY TO USE OR SLOW RESPONSE TIME OF THE MEPL WEBSITES, OR THE LINKED WEBSITES, OR THE CONTENT, PRODUCTS AND/OR SERVICES INCLUDED THEREIN, REGARDLESS OF HOW SUCH DAMAGES MAY ARISE, EVEN IF MEPL HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, YOU
SPECIFICALLY ACKNOWLEDGE THAT MEPL IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, TORTIOUS OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND YOU ASSUME THE RISK OF INJURY FROM ANY OF THE FOREGOING. ANY LIABILITY THAT MEPL OR ITS MEMBERS, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES HAVE TO YOU UNDER ANY CIRCUMSTANCES WILL BE LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNT EXPENDED BY YOU WITH US DURING THE TRANSACTION GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).

Indemnification You agree to save, defend, indemnify and hold MEPL and its respective directors, officers, members, employees, agents and assigns harmless from and against all claims and expenses, including attorneys’ fees, arising out of your use of the App or Services website including, but not limited to, any use of this website or App that is not authorized by this Agreement.

Notices Unless otherwise provided for herein, all notices regarding any matter pertaining to this Agreement, or the policies referenced herein, including any notice of claim, summons or subpoena will be given by first class mail or courier, postage or air bill prepaid, and sent to: Morphometrix Equine Pte. Ltd., 250 North Bridge Road, #12-02, Raffle City Tower, Singapore 179101; Attention: Legal Department. Notice will be deemed effective Ten (10) days after deposit with the local postal service or courier. In addition, MEPL may provide notice to you by either email or Certified Mail, postage prepaid and return receipt requested, sent to the physical or email address you provided us during any transaction conducted with us. Notice will be deemed effective twenty-four (24) hours after the sending of an email (unless returned due to an invalid email address) or three (3) days after mailing.

General This Agreement is to be construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws provisions and you hereby expressly and irrevocably consent to the personal jurisdiction and venue of the courts sitting in the Republic of Singapore. This Agreement, as updated from time to time, constitutes the entire agreement between us, with respect to the terms and conditions of use of this website, Services or App and supersedes all previous written or oral agreements between us. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced. The section headings in this Agreement are for reference purposes only and in no way limit or describe the scope of a particular section. Our failure to enforce any breach of this Agreement by you or others does not mean that we have waived our right to enforce the terms of this Agreement in the future for a similar breach.