Please read the following Terms of Service (“Terms”) carefully. These Terms govern Your access to and use of the Kinotek,
Inc. ("Kinotek", “we”, “our” or “us”) Services.

These Terms set forth legally binding terms and conditions that govern Your access to and use of the Services. By
accessing or using the Services, You agree to be bound by these Terms and all additional terms incorporated by reference.
If You do not agree to any portion of these Terms, do not access or use the Services

1. Definitions

   • “Authorized User” means the individual(s) within Customer’s organization that are authorized to use the Platform.

   • “Customer” means the entity or clinician that purchased access to the Platform.

   • “Platform” means Kinotek’s 3D visualization platform that empowers Customer with fast, east, and objective MSK analysis.

   • “Services” means Kinotek’s Website and Platform collectively.

   • “You” or “Your” means a Website Visitor, Customer, and Authorized User collectively.

   • “Website” means www.kinotek.com.

   • “Website Visitor” means any individual that accesses the Website.

2. Additional Terms. Certain features of the Services may be subject to additional guidelines, terms, rules, or policies, which will be posted in connection with such features, including, but not limited to, the Master Software Services Agreement. All such additional guidelines, terms, rules, and policies are incorporated by reference into, and made a part of, these Terms.
   

3. HIPAA. In providing the Platform, Kinotek may collect, store, use, and share “protected health information” received from a Customer that is a “covered entity” as the “business associate” of that Customer (as such italicized terms are defined by the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations). As a business associate, Kinotek cannot use or disclose protected health information in a way that the Customer itself may not. For information on how a Customer that is a covered entity collects, stores, uses, and shares protected health information, please refer to their HIPAA notice of privacy practices.
   

4. Use. Subject to these Terms, Kinotek grants You a non-transferable, non-exclusive, revocable, personal, and limited license to use and access the Services. The rights granted to You in these Terms are subject to the restrictions in these Terms. You agree that Kinotek will not be liable to You or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
   

5. Restrictions. You are prohibited from using the Services: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Services, or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (vi) to attempt to gain unauthorized access to or impair any aspect of the Services, or the related systems, servers, or networks; (vii) for resale, time-sharing or other similar purposes; (viii) to stalk, harass or harm another individual; (ix) to impersonate any person or entity, or otherwise misrepresent Your affiliation with any person or entity; (x) to use any portion of the Services in any manner that may give a false or misleading impression, attribution or statement as to us or any other person or entity; or (xi) to decompile, reverse engineer, jeopardize the correct functioning of the Services, disassemble the Services, or otherwise attempt to derive the source code of the software that enables or underlies the Services, except as may be permitted by applicable law. Kinotek reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to You.
   

6. Services Content. The Services are provided to You as a convenience and for Your information only. Your use of the Services is at Your own risk. Kinotek does not warrant or represent that: (i) any materials, documents, recommendations, images, graphics, logos, design, audio, video, and any other information provided from or on the Services by Kinotek (collectively, the “Services Content”) is accurate or complete; (ii) the Services Content is up-to-date or current; (iii) Kinotek has any obligation to update the Services Content; (iv) the Services Content is free from technical inaccuracies or programming or typographical errors; (v) the Services Content is free from changes caused by a third party; (vi) Your access to the Services will be free from interruptions, errors, computer viruses or other harmful components; or (vii) any information obtained in response to questions asked through the Services is accurate or complete.
   

7. Medical Disclaimer. The Services are not intended to provide medical, diagnosis, or treatment advice. Kinotek is not a licensed medical professional and the Services do not constitute the practice of medicine. Kinotek uses 3D motion capture and machine learning to accurately assess human movement to generate objective movement health metrics and a report. The device is for prescription use by any licensed medical professional in a clinical environment to deliver objective range of motion, compensation, and posture metrics. Services Content is for informational purposes only and is not a substitute for the professional judgment of a medical professional. Services Content is general in nature and does not address the circumstances of any particular individual. You should not use the Services or Services Content for diagnosis or treatment of any health problem. Always seek the opinion of a licensed medical professional before starting any new treatment. If You think You are experiencing a medical emergency, call a medical professional or 911 immediately. Do not disregard, avoid, or delay in obtaining care from a medical professional because the Services or Services Content.
   

8. Accounts. You may be required to create an account in order to access and use certain features of the Services. If You create an account, You represent, and warrant that all account information provided by You is true, accurate, complete, up-to-date, and solely Yours. You may not impersonate, imitate, or pretend to be somebody else when creating an account. If any of Your information changes, You must promptly update it. Kinotek shall have no liability associated with or arising from Your failure to maintain accurate, complete, or up-to-date information within Your account. Kinotek is not responsible for verifying Your account information. You are solely responsible for maintaining the confidentiality of Your account login information (username and password) and are fully responsible for all activities that occur under Your account. You agree not to give or make available Your account information that You use in connection with the Services to any unauthorized individual(s). If You believe Your account login information has been compromised, You must notify us immediately at the contact information set forth at the end of these Terms. Kinotek cannot and will not be liable for any loss or damage arising from Your failure to comply with these requirements. Kinotek reserves the right to deny You access to the Services if we believe Your account information has been or may be used by an unauthorized party. Your account may be restricted or terminated for any reason, in Kinotek’s sole discretion.
   

9. User Feedback. The Services may now or in the future permit You to upload or post to the Services or otherwise submit to us in various forms of content, such as reviews, ratings, posts, feedback, questions, comments, and suggestions (collectively, “User Feedback”). We do not claim ownership in Your User Feedback. However, by submitting any User Feedback, You hereby grant (and You represent and warrant that You have the right to grant) to Kinotek an irrevocable, non-exclusive, royalty-free, and fully-paid license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit Your User Feedback in any manner Kinotek deems appropriate. You will not have or obtain any rights in or to any form, media, or technology incorporating any of Your User Feedback. You agree that You will not submit to Kinotek any information or ideas that You consider to be confidential or proprietary. You further acknowledge that Kinotek will be entitled to unrestricted use of the User Feedback for any purpose whatsoever, commercial, or otherwise. You are solely responsible for Your User Feedback and assume all risks associated with Your User Feedback, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of User Feedback that personally identifies You or a third party. Kinotek cannot guarantee any confidentiality with respect to any User Feedback. We reserve the right (but have no obligation) to review any User Feedback, and to investigate and/or take appropriate action against You in our sole discretion if You violate these Terms or otherwise create liability for us or any other person.
   

10. Acceptable Use. You are solely responsible for any User Feedback you post, display, or transmit on the Services, including on forums. Kinotek does not control, endorse, or approve, and is not responsible for, any such User Feedback posted or delivered to or through the Services. We are not obligated to prescreen User Feedback, and we do not regularly review, monitor, delete, or edit such User Feedback delivered to and through the Services. We may choose, in our sole discretion, to review, monitor, delete, or edit any such User Feedback. You agree that any User Feedback or communications made by You will not contain: (i) any personally identifying details of any other person without their express written permission; (ii) any advertisement, promotional materials, spam, surveys, or contests without Kinotek’s express prior written consent; (iii) any conduct, material, or links to material, that could be considered harmful, obscene, pornographic, indecent, violent, abusive, profane, insulting, threatening, harassing, degrading, intimidating, racist, bigoted, hateful, or otherwise objectionable; (iv) any statement or content that harasses, threatens, intimidates, or stalks another party; (v) any expressions of bigotry, racism, hatred, or profanity; (vi) any defamatory, false, or libelous material; (vii) information that promotes illegal activities; (viii) content that infringes or violates any intellectual property or other rights of any person or entity; or (ix) information that is false or misleading including content or statements that impersonate another person or entity, adopt a false identity, manipulate or forge identifiers, or otherwise disguise the origin of any posting.
    

11. Copyright. If You believe that another user of the Services is unlawfully infringing copyrighted material(s) and wish to have the allegedly infringing material(s) removed, You must provide notice to our Copyright Agent at joey@Kinotek.com. Please ensure that Your notice includes: (i) identification of the copyrighted work(s) claimed to have been infringed; (ii) identification of the supposedly infringing material that is to be removed; (iii) information reasonably sufficient to permit us to locate the material on the Services; (iv) Your address, telephone number, or email address; (v) a statement that You have a good faith belief that use of the material is in fact infringing and/or not authorized by the copyright owner, its agent, or the law; (vi) a statement that, under penalty of perjury, the information in the notification is accurate and where relevant You are authorized to act on behalf of the copyright owner; and (vii) Your physical or electronic signature.

    A provider of content subject to a claim of infringement may make a counter-notification. To file a counter-notification with us, please provide our Copyright Agent a notice containing the following: (i) identification of the supposedly infringing material that is to be removed; (ii) a statement that, under penalty of perjury, You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (iii) Your name, address, and telephone number, and a statement that You consent to the jurisdiction of the Federal District Court for the judicial district in which Your postal address is located, and that You will accept service of process from the party who submitted the infringement notification or his, her, or its principal or agent; and (iv) the signature, physical or electronic, of You or a person authorized to act on Your behalf.

    We will promptly provide the party that provided the notice of claimed infringement with a copy of the counter- notification and inform the complaining party that we restore the removed or disabled content within ten (10) business days. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of the counter-notification, we will restore the removed or disabled materials. Until that time, the materials will remain removed or disabled. Before filing a copyright notification with us, make a careful determination as to whether or not the use of the material at issue is or may be protected by the “fair use” doctrine. You could potentially be held liable for costs and attorneys’ fees should You file a takedown notice where there is no infringing use. If You are unsure whether there is infringement, it may be advisable to seek legal counsel.
    

12. Intellectual Property. Excluding any User Feedback that You may provide, You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets in the Services and Services Content are owned by Kinotek. Neither these Terms, nor Your access to the Services, transfers to You or any third party any rights, title, or interest in or to such intellectual property rights. Kinotek reserves all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms.
    

13. NO WARRANTIES. THE SERVICES AND SERVICES CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND KINOTEK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES OR SERVICES CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND YOUR RELIANCE ON ANY SERVICES CONTENT IS AT YOUR SOLE RISK. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES OR SERVICES CONTENT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
    

14. Indemnification. You agree to indemnify and hold harmless Kinotek (and its employees, service providers, affiliates, subsidiaries, parents, and agents) from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including costs and reasonable attorneys’ fees) assessed or incurred by us, directly or indirectly, with respect to or arising out of: (i) Your violation of these Terms; (ii) Your use of the Services or Services Content; (iii) Your violation of applicable laws or regulations; (iv) Your User Feedback; and (v) Your willful misconduct, fraud, or negligence. Kinotek reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us, and You agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Kinotek. Kinotek will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.
    

15. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KINOTEK BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR SERVICES CONTENT, EVEN IF KINOTEK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES AND SERVICES CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR BUSINESS, OR LOSS OF DATA RESULTING THEREFROM. TO THE FULLEST EXTENT PERMITTED BY LAW, KINOTEK’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO YOUR USE OF THE SERVICES AND SERVICES CONTENT WILL BE THE TERMINATION OF YOUR RIGHT TO USE OR ACCESS THE SERVICES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
    

16. Termination. The Terms will remain in full force and effect while You access and use the Services. We may suspend or terminate Your right to use the Services (including Your account, if any) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of Your rights under these Terms, Your account (if applicable), and right to access and use the Services will terminate immediately. Kinotek will not have any liability whatsoever to You for any termination of Your rights under these Terms, including for termination of Your account.
    

17. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms, the Services, or Services Content will be governed and construed in accordance with the laws of the State of Maine, without regard to its conflict of law principles. You hereby consent to the exclusive jurisdiction of the state and federal courts located in Portland, Maine with respect to any action arising in connection with these Terms, the Services, or Services Content.
    

18. Age Restriction. You affirm that You are at least eighteen (18) years of age, or an emancipated minor, and are fully able and competent to enter into these Terms and abide by and comply with these Terms.
    

19. Privacy. Kinotek collects, uses, and shares personal information collected through the Services in accordance with its Privacy Policy at www.Kinotek.com/privacy
    

20. Electronic Communications. By using the Services, You consent to receive electronic communications from Kinotek unless You follow applicable opt-out procedures. Kinotek will communicate with You by email or by posting notices on the Services. You agree that all agreements, notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communication be in writing.
    

21. Third Party Links. The Services may include links content provided by third parties (“Third-Party Content”). Third Party-Content is provided for Your convenience and information only. Third-Party Content is not under the control of Kinotek and Kinotek is not responsible for any Third-Party Content. The inclusion of Third-Party Content does not imply endorsement, affiliation, partnership, or sponsorship by Kinotek. Use of any Third-Party Content is at Your own risk.
    

22. Local Laws. Kinotek makes no representation that the Services are appropriate or available for use in jurisdictions outside the United States. Access to the Services from jurisdictions where such access is illegal is prohibited. If You choose to access the Services from other jurisdictions, You do so at Your own risk and are responsible for compliance with applicable local laws. The Services may be subject to United States export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any United States technical data acquired from the Services, or any products utilizing such data, in violation of the United States export laws or regulations.
    

23. Miscellaneous. These Terms constitute the entire agreement between You and Kinotek regarding the Services. Our failure to exercise or enforce any right or provision of these Terns shall not operate as a waiver of such right or provision. The section titles in the Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
    

24. Changes. Kinotek may revise these Terms or the Services, or stop providing the Services, at any time and without notice to You. Kinotek encourages You to review these Terms frequently (the date of the most recent revision to these Terms appears at the top of these Terms). Your continued access to or use of the Services after such posting constitutes Your consent to be bound by the Terms, as amended.
    

25. Contact. For questions on these Terms, please contact Kinotek at contact@Kinotek.com.