EULA & Warranty

IntelaMetrix Holdings, Inc.

Effective Date: January 1, 2026  ·  Issuing Entity: IntelaMetrix Holdings, Inc., a Delaware corporation

1. Scope, Acceptance, and Precedence

1.1 Integrated Platform

This Master End User License Agreement ("Agreement" or "EULA") governs Customer's access to and use of the IntelaMetrix integrated platform, comprising hardware device(s), firmware, software, cloud services, analytics, updates, and support services (collectively, the "Platform"). The Platform is provided only as an integrated system. The Device requires an active SaaS Subscription to operate and cannot function independently.

1.2 Acceptance — Click-Wrap and Electronic Signature

This Agreement is accepted by Customer's affirmative, unchecked-box click-through acknowledgment at the point of purchase and again at the point of Platform activation. By clicking to accept, Customer:

  • confirms that they have read, understood, and agree to be bound by this Agreement in its entirety;
  • represents that they are at least eighteen (18) years of age and have the legal capacity to enter into a binding contract;
  • if accepting on behalf of an entity, represents and warrants that they have full authority to bind that entity to this Agreement;
  • represents that they are acquiring the Platform for commercial or professional purposes and not as a consumer for personal household use; and
  • agrees that their click-through constitutes a legally binding electronic signature under the E-SIGN Act (15 U.S.C. § 7001 et seq.) and, where applicable, the EU eIDAS Regulation (EU) No 910/2014.

IntelaMetrix shall log the timestamp, IP address, Customer account identifier, and EULA version number at each acceptance event. These records constitute conclusive evidence of acceptance.

If Customer does not agree to this Agreement, Customer must not activate or use the Platform and must contact IntelaMetrix to arrange return of the Device within the thirty (30)-day return window.

1.3 Order of Precedence

In the event of conflict between documents, the following order governs, highest to lowest:

  1. This Master EULA
  2. Exhibit A — SaaS Service Level Agreement
  3. Exhibit B — Standard Hardware Warranty
  4. Exhibit C — Enhanced Lifetime Warranty
  5. Any written Enterprise Agreement expressly approved in writing by IntelaMetrix's Chief Executive Officer

No reseller, distributor, or third party has authority to modify this Agreement or expand any obligation of IntelaMetrix beyond its express terms.

2. Definitions

The following terms have the meanings set forth below when used in this Agreement:

Term Definition
Active Subscription A Subscription for which all fees are current, the Subscription Term has not expired or been terminated, and no Lapse has occurred beyond the Payment Retry Period.
Aggregated Data Data derived from Platform use that has been combined with data from other customers or sources such that no individual Customer or End User can be identified, directly or indirectly.
AI/ML Training Data Any data, including Customer Data, Aggregated Data, De-Identified Data, Derived Data, telemetry, and usage data, used to train, fine-tune, validate, benchmark, or improve artificial intelligence or machine learning models, algorithms, or systems.
Customer The entity or individual that accepts this Agreement and purchases or uses the Platform.
Customer Data Identifiable raw data submitted by or on behalf of Customer through the Platform, including body composition measurements, End User records, and assessment results.
De-Identified Data Data that has been processed such that it cannot reasonably be used to identify any natural person, consistent with applicable de-identification standards including 45 C.F.R. § 164.514 (HIPAA Safe Harbor) and GDPR Recital 26.
Derived Data Insights, benchmarks, scores, analytical outputs, models, and other data generated by IntelaMetrix from processing Customer Data, Aggregated Data, or De-Identified Data.
Device The IntelaMetrix-branded BX2K or other hardware device purchased by Customer and operated as part of the Platform.
Device Lifecycle Five (5) years from the date of initial Device activation. A commercial warranty framework period — not a maximum operational lifespan.
Lapse The condition that occurs when a Subscription fee is not received by IntelaMetrix at the scheduled renewal date and has not been cured within the Payment Retry Period.
Payment Retry Period The ten (10)-day period following a failed Subscription renewal payment during which IntelaMetrix will attempt to process payment before declaring a Lapse.
Platform IntelaMetrix's integrated hardware, firmware, software, cloud services, analytics, updates, and support services.
Subscription Term The period for which Customer has paid for access to the Platform, commencing on the activation date and renewing annually unless cancelled.
Suspension A temporary condition in which Customer's Device functionality and Platform access are disabled but Customer's account and data remain intact and are eligible for Reinstatement.
Termination A permanent condition in which this Agreement and all rights granted hereunder are extinguished, data export obligations are triggered, and the Enhanced Lifetime Warranty is permanently voided.
Track 1 Customer A Customer with an Active Subscription, entitled to Enhanced Lifetime Warranty coverage under Exhibit C.
Track 2 Customer A Customer without an Active Subscription, entitled only to the Standard Hardware Warranty under Exhibit B.

3. License and Platform Use

3.1 License Grant

Subject to this Agreement and timely payment of applicable Subscription fees, IntelaMetrix grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the applicable Subscription Term, solely for Customer's internal commercial or professional purposes.

3.2 Use Restrictions

Customer shall not, and shall not permit any third party to:

  • circumvent, disable, or interfere with SaaS authentication, licensing, activation, or enforcement controls;
  • reverse engineer, decompile, disassemble, or attempt to derive source code from the Platform;
  • permit unauthorized access to the Platform or share credentials with unauthorized parties;
  • use the Platform for unlawful, safety-critical, emergency, or life-sustaining purposes;
  • use the Platform in violation of applicable law, export controls, or sanctions; or
  • remove, obscure, or alter any proprietary notices, marks, or labels on the Platform or Device.

3.3 SaaS Dependency and Remote Enforcement

An Active Subscription is required for Device operation at all times. Customer expressly acknowledges and consents that IntelaMetrix may remotely monitor Device subscription status and, upon a Lapse or Termination, remotely disable Device functionality without further notice beyond the notices prescribed in Section 13. Such remote monitoring and disablement is a licensed feature of the Platform.

3.4 Subscription Tier Compliance

Customer's license rights are limited to the specific subscription tier purchased. Activation or use of Devices, sites, or administrative seats beyond the purchased tier constitutes a material breach of this Agreement.

3.5 Feedback and Suggestions

Customer hereby irrevocably assigns to IntelaMetrix all right, title, and interest in and to all Feedback, including all intellectual property rights therein, without compensation or obligation of any kind.

4. Data Rights and Intellectual Property

4.1 Customer Data Ownership

Customer retains ownership of Customer Data. Nothing in this Agreement transfers ownership of Customer Data to IntelaMetrix.

4.2 License to IntelaMetrix

Customer grants IntelaMetrix a perpetual, irrevocable, royalty-free, sublicensable, worldwide license to access, use, copy, process, transmit, store, and analyze Customer Data for: operating, supporting, maintaining, and improving the Platform; generating Aggregated Data, De-Identified Data, and Derived Data; training and improving artificial intelligence and machine learning models; internal analytics and product development; enforcing this Agreement; and complying with applicable legal obligations. This license survives termination of this Agreement.

4.3 Ownership of Aggregated, De-Identified, and Derived Data

IntelaMetrix exclusively owns all right, title, and interest in and to all Aggregated Data, De-Identified Data, and Derived Data. Customer hereby irrevocably assigns to IntelaMetrix any and all rights Customer may have in such data. IntelaMetrix may use, license, sell, or otherwise commercialize such data without restriction and without compensation to Customer.

4.4 Opt-Out of External Commercialization

Customer may submit a written opt-out request to exclude Customer-identifiable data from external commercialization (meaning the licensing or sale of data in a form that identifies Customer by name or unique identifier to third parties outside the IntelaMetrix corporate family). This opt-out right does not apply to AI/ML Training Data use as described in Section 5, or to Aggregated Data, De-Identified Data, Derived Data, internal analytics, or any use required for legal compliance.

4.5 IntelaMetrix Intellectual Property

IntelaMetrix retains all right, title, and interest in and to the Platform, including all software, firmware, algorithms, models, methodologies, documentation, trademarks, and trade secrets. No rights are granted to Customer except the limited license expressly set forth in Section 3.1.

4.6 Data Access and Export on Termination

Upon Termination, Customer may export Customer Data for thirty (30) days following the Termination date. After such period, IntelaMetrix has no obligation to retain or provide access to Customer Data.

5. Artificial Intelligence and Machine Learning Rights

5.1 Strategic Asset Statement

IntelaMetrix's primary enterprise value is the proprietary data platform, AI models, and machine learning systems it develops from Platform use across its global install base. The rights established in this Section are fundamental to IntelaMetrix's business and are a material basis on which IntelaMetrix provides the Platform, warranty benefits, and subscription pricing to Customer.

5.2 Explicit AI/ML Training Rights

Customer expressly and irrevocably grants IntelaMetrix the right to use Customer Data, and all data generated through Customer's and End Users' use of the Platform, as AI/ML Training Data. These rights include training, fine-tuning, and validating machine learning and artificial intelligence models; developing foundation models and derived model architectures; generating synthetic data for model training and validation; benchmarking and evaluating model performance; and incorporating learned model weights and parameters derived from Customer Data into Platform services and IntelaMetrix's proprietary AI systems.

5.3 Ownership of AI/ML Models and Outputs

IntelaMetrix exclusively owns all AI/ML models, model weights, parameters, architectures, training datasets, validation datasets, and analytical outputs developed using AI/ML Training Data. This ownership is absolute, unconditional, and survives termination of this Agreement.

5.4 Non-Optable

The AI/ML rights granted under this Section 5 are not subject to Customer's opt-out right under Section 4.4 or any other opt-out mechanism. Customer's acceptance of this Agreement constitutes an unconditional, irrevocable grant of AI/ML training rights as a condition of Platform access.

5.5 Survival

The rights granted under this Section 5 are perpetual and irrevocable and survive expiration, cancellation, or termination of this Agreement and of any Subscription.

6. Safety and Medical Disclaimers

6.1 No Medical Diagnosis

The Platform provides body composition assessment and analytical tools only. It is not intended for, and must not be used for, medical diagnosis, treatment decisions, or clinical medical decision-making. IntelaMetrix makes no representations regarding the clinical accuracy of Platform outputs for diagnostic purposes.

6.2 No Safety-Critical Use

The Platform is not designed or validated for life-sustaining, emergency, or safety-critical applications. Customer assumes all risk arising from reliance on Platform outputs in any context. IntelaMetrix expressly disclaims all liability for harm arising from any safety-critical, diagnostic, or treatment-related use of the Platform.

6.3 Professional Responsibility

Customer is solely responsible for ensuring that its use of the Platform, and the use by its End Users, complies with all applicable professional, regulatory, and ethical standards governing Customer's field of practice.

7. Support, Telemetry, and Audit Rights

7.1 Support

Support is provided in accordance with the SLA set forth in Exhibit A, subject to Customer maintaining an Active Subscription.

7.2 Telemetry

Customer authorizes IntelaMetrix to collect Device telemetry and usage data, including subscription status, device activity, error logs, and performance data, to enforce licensing, detect abuse, investigate security incidents, ensure compliance, operate the Platform, and generate AI/ML Training Data. Telemetry collection is continuous and cannot be disabled by Customer.

7.3 Audit Rights

IntelaMetrix may, upon reasonable prior written notice of no fewer than five (5) business days, audit Customer's use of the Platform to verify compliance with the license scope and Subscription tier. Audits shall be conducted during normal business hours and shall not unreasonably disrupt Customer's operations. If an audit reveals unauthorized use, Customer shall pay IntelaMetrix's reasonable audit costs plus fees for unauthorized use at then-current published rates.

8. Confidentiality

8.1 IntelaMetrix Confidential Information

Customer acknowledges that the Platform, its pricing, architecture, algorithms, roadmap, trade secrets, and all non-public information disclosed by IntelaMetrix constitute IntelaMetrix's confidential information. Customer shall hold such information in strict confidence and use it solely in connection with Customer's authorized use of the Platform.

8.2 Customer Confidential Information

IntelaMetrix shall hold Customer Data in confidence and shall not disclose Customer Data to third parties except as expressly permitted by this Agreement.

8.3 Survival

Confidentiality obligations survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall be protected for as long as they constitute trade secrets under applicable law.

9. Indemnification

9.1 Customer Indemnification of IntelaMetrix

Customer shall indemnify, defend, and hold harmless IntelaMetrix and its officers, directors, employees, agents, successors, and assigns from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's or any End User's use or misuse of the Platform; (b) Customer's violation of this Agreement or applicable law; (c) any third-party claim arising from Customer Data or End User data; or (d) Customer's negligence or willful misconduct.

9.2 IntelaMetrix Indemnification of Customer

IntelaMetrix shall indemnify, defend, and hold harmless Customer from any third-party claim that the Platform, as delivered by IntelaMetrix and used by Customer in accordance with this Agreement, infringes any United States patent, copyright, or trademark. This indemnification obligation does not apply to claims arising from modification of the Platform by Customer, combination with third-party products, use outside the scope of the license, or Customer Data.

10. Warranties and Disclaimers

10.1 Hardware Warranties

Hardware warranties are governed exclusively by Exhibit B (Standard Hardware Warranty) and Exhibit C (Enhanced Lifetime Warranty). The applicable warranty depends on Customer's subscription status at the time of a warranty claim.

10.2 Platform Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." INTELAMETRIX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND UNINTERRUPTED AVAILABILITY. INTELAMETRIX DOES NOT WARRANT THAT THE PLATFORM WILL MEET CUSTOMER'S REQUIREMENTS OR THAT IT WILL BE ERROR-FREE.

10.3 No Warranty Through Distributors or Resellers

No distributor, reseller, or third party is authorized to make any warranty, representation, or guarantee on behalf of IntelaMetrix. Any such representation is made solely by the distributor or reseller and is not binding on IntelaMetrix.

11. Remedies, Refunds, and Chargebacks

11.1 Thirty-Day Money-Back Guarantee

Within thirty (30) days of Device activation, Customer may request a full Device refund by returning the Device in original condition and terminating the account. Return shipment is at Customer's expense. Refunds are processed within fourteen (14) business days of Device receipt and account closure confirmation.

11.2 Post-Thirty-Day Remedies

After thirty (30) days from activation: (a) no cash refunds are available; (b) no service credits are issued; and (c) any exception requires prior written approval by IntelaMetrix's CEO or COO. The SLA remedies set forth in Exhibit A are the sole remedies for service availability failures.

11.3 Chargebacks

Customer agrees not to initiate chargebacks, payment reversals, or credit card disputes outside the remedies expressly set forth in this Agreement. Initiating an unauthorized chargeback constitutes a material breach of this Agreement and may result in immediate Suspension or Termination.

12. Limitation of Liability

12.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO LIABILITY.

12.3 Exceptions

The exclusions and limitations in Sections 12.1 and 12.2 do not apply to: (a) a party's indemnification obligations under Section 9 for third-party claims; (b) breach of confidentiality obligations under Section 8; (c) a party's gross negligence or willful misconduct; or (d) Customer's obligation to pay fees owed under this Agreement.

13. Term, Termination, Lapse, and Reinstatement

13.1 Subscription Term and Auto-Renewal

The Subscription Term commences on the date of Device activation and renews automatically at the end of each Subscription Term at the then-current published rate unless Customer cancels before the renewal date. IntelaMetrix will provide Customer with written notice of the upcoming renewal no fewer than thirty (30) days prior to the renewal date.

13.2 Payment Failure and Lapse

Period Device Status Enhanced Warranty Status Action Required
Days 1–10 post-due (Payment Retry) Active Active IntelaMetrix retries payment automatically
Days 11–40 post-Lapse (Grace Period) Active Active Customer may self-serve renewal via account portal
Days 41–100 post-Lapse (Suspension) Suspended Coverage gap noted; reinstatement available Customer must contact IntelaMetrix to reinstate
Day 101+ post-Lapse (Termination Eligible) Suspended; Termination pending Permanently terminated — does not reinstate Management approval required to reinstate account

13.3 Suspension

During Suspension, Customer's Device is non-functional and Platform access is disabled. Customer's account, data, and subscription history are preserved. Reinstatement restores Device functionality from the date of Reinstatement forward.

13.4 Reinstatement

Customer may reinstate an account in Suspension by paying all overdue fees plus any applicable reinstatement fee. Reinstatement after Day 100 requires written approval from IntelaMetrix's CEO or COO. Reinstatement does not restore Enhanced Lifetime Warranty coverage for any period of Suspension.

13.5 Termination by Customer

Customer may terminate this Agreement at any time by providing written notice to IntelaMetrix. Termination does not entitle Customer to a refund of prepaid fees. Annual subscriptions cancelled mid-term are not prorated.

13.6 Termination by IntelaMetrix

IntelaMetrix may terminate this Agreement immediately upon written notice if: (a) Customer commits a material breach and fails to cure within thirty (30) days of written notice; (b) Customer becomes insolvent; or (c) Customer violates Section 3.2 (Use Restrictions).

13.7 Effect of Termination

Upon Termination: (a) all license rights immediately cease; (b) Device functionality is permanently disabled; (c) the Enhanced Lifetime Warranty is permanently and irrevocably terminated; (d) the data export window under Section 4.6 is triggered; and (e) all accrued payment obligations survive.

14. Payment Terms

Customer shall pay all Subscription fees and Device purchase prices at the rates published by IntelaMetrix at the time of purchase. All fees are quoted in United States dollars and are non-refundable except as expressly set forth in Section 11. IntelaMetrix may modify Subscription pricing with thirty (30) days' advance written notice to Customer. For Track 2 Customers (non-subscribers), a Device replacement fee of five hundred dollars (US $500) applies to replacement requests made between months 25 through 60 from activation.

15. EULA Amendment and Notices

IntelaMetrix may amend this Agreement at any time by providing Customer with thirty (30) days' advance written notice. Material changes to warranty terms or pricing require separate affirmative acceptance by Customer at the next login or checkout following the notice period. All formal notices under this Agreement shall be delivered by email to Customer's account email address on file and to legal@BodyMetrix.com for notices to IntelaMetrix.

16. OEM Devices

OEM Devices manufactured by IntelaMetrix Holdings, Inc. are entitled to the Standard Hardware Warranty under Exhibit B only. No other warranty, SLA, Enhanced Lifetime Warranty, or cloud access is available for OEM Devices unless expressly provided in a written Enterprise Agreement approved by IntelaMetrix's CEO. OEM Devices manufactured by any party other than IntelaMetrix Holdings, Inc. are excluded from all warranties, SLAs, and support entitlements under this Agreement.

17. Distributor and Reseller Limitations

IntelaMetrix makes no representations to End Customers through distributors or resellers. No distributor or reseller has authority to expand or modify warranty coverage, alter support entitlements, or bind IntelaMetrix to any commitment not expressly set forth in this Agreement. Customer's recourse for representations made by a distributor or reseller that exceed the terms of this Agreement is against the distributor or reseller, not IntelaMetrix.

18. Dispute Resolution

18.1 Informal Resolution

Before initiating any formal proceeding, the parties shall attempt to resolve any dispute in good faith through direct negotiation for thirty (30) days before either party may initiate arbitration.

18.2 Binding Arbitration

Except as provided in Section 18.5, any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration seat is Wilmington, Delaware. The language of the arbitration is English. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

18.3 Class Action Waiver

EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. ALL CLAIMS MUST BE BROUGHT SOLELY IN THE PARTY'S INDIVIDUAL CAPACITY.

18.4 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

18.5 Exceptions — Court Proceedings

Either party may seek injunctive or other equitable relief from a court of competent jurisdiction without prior arbitration to protect intellectual property rights, AI/ML rights, confidential information, or data rights where irreparable harm is threatened. Venue for any such court proceeding is exclusively in the state or federal courts located in Wilmington, Delaware.

18.6 EU and UK Customers

Customers located in the European Union or United Kingdom retain the right to bring claims before competent courts in their jurisdiction of residence to the extent required by applicable mandatory consumer or data protection law. This carve-out does not apply to business customers that have represented they are acquiring the Platform for commercial or professional purposes pursuant to Section 1.2.

19. Export Controls

The Platform, Device, and all related technology are subject to United States export control laws and regulations. Customer shall not export, re-export, transfer, or release the Platform or Device to any country, entity, or individual in violation of applicable US export laws, or to any jurisdiction subject to US sanctions administered by OFAC. Customer represents that neither Customer nor any of its principals is a Specially Designated National or otherwise subject to OFAC sanctions.

20. Assignment

Customer may not assign, transfer, sublicense, or delegate this Agreement or any rights or obligations hereunder without IntelaMetrix's prior written consent. IntelaMetrix may assign this Agreement freely, including in connection with a merger, acquisition, or sale of all or substantially all of its assets, without Customer's consent. Any purported assignment by Customer in violation of this Section is void.

21. Governing Law and Mandatory Law Carve-Out

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles. The CISG does not apply. Where Customer is located in the European Union or United Kingdom, nothing in this Agreement excludes, restricts, or modifies any right or remedy imposed by applicable mandatory EU or UK law that cannot lawfully be excluded or limited.

22. General Provisions

Entire Agreement. This Agreement, together with all Exhibits and Schedules incorporated herein, constitutes the entire agreement between the parties with respect to the Platform and supersedes all prior and contemporaneous agreements, representations, and understandings.

Severability. If any provision of this Agreement is found invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver. No failure or delay by either party in exercising any right under this Agreement constitutes a waiver. A waiver of any breach does not constitute a waiver of any subsequent breach.

Force Majeure. IntelaMetrix is not liable for any delay or failure in performance resulting from causes beyond its reasonable control, including natural disasters, acts of war, terrorism, labor disputes, component shortages, cyberattacks, or trade restrictions.

Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

Survival. The following Sections survive expiration or termination of this Agreement: 3.5, 4.2, 4.3, 4.6, 5, 8, 9, 10.2, 12, 14, 18, 19, 21, and 22.

Exhibit A — SaaS Service Level Agreement (SLA)

A1. Availability

  • Uptime Commitment: 99.5% monthly, measured over calendar month
  • Support Hours: 8×5 Pacific Time, Monday through Friday, excluding US federal holidays
  • Exclusions: Planned maintenance windows (with 48-hour advance notice), force majeure events, and outages caused by Customer's network, power, or third-party dependencies

A2. Severity Levels and Response Times

Priority Description Initial Response
P1 — Critical Platform unavailable; Device inoperable 4 business hours
P2 — High Core functionality materially degraded 8 business hours
P3 — Medium Non-core impairment; workaround exists 1 business day
P4 — Low Minor or cosmetic issue 2 business days
P5 — Informational Usage questions or feature requests Best effort

A3. SLA Remedies

  • First 30 days: Cash refund per Section 11.1 of the EULA
  • After 30 days: No refunds or credits without CEO or COO written approval
  • SLA credits, if any, are the sole remedy for availability failures
Exhibit B — Standard Hardware Warranty

Applies to: Customers without an Active Subscription and to OEM Devices manufactured by IntelaMetrix Holdings, Inc.

B1. Warranty Term

Twenty-four (24) months from the date of Device activation.

B2. Scope

IntelaMetrix warrants that the Device will be free from manufacturing defects in materials and workmanship under normal use during the warranty term.

B3. Warranty Claim Process

To submit a warranty claim, Customer must: (a) contact IntelaMetrix support; (b) provide proof of purchase, Device serial number, and a description of the defect; and (c) follow IntelaMetrix's RMA process. IntelaMetrix will acknowledge warranty claims within five (5) business days of receipt of a complete claim submission.

B4. Remedy

IntelaMetrix's sole obligation under this warranty is to repair or replace the defective Device with a new Device of equal or greater specification. No refurbished replacements will be provided under this warranty.

B5. Mid-Tier Replacement Fee (Months 25–60)

For Track 2 Customers who submit a replacement request after the expiration of the 24-month warranty term but before the Lifecycle End Date (months 25 through 60 from activation), IntelaMetrix will provide a replacement Device at a fee of five hundred dollars (US $500). This mid-tier replacement is not a warranty obligation.

B6. Post-Lifecycle (Month 61+)

After the Lifecycle End Date, no warranty or mid-tier replacement is available for Track 2 Customers.

B7. Shipping

  • North America: IntelaMetrix covers inbound and outbound shipping for warranty replacements
  • Rest of World: The authorized distributor or reseller is responsible for all shipping, customs duties, and last-mile delivery costs

B8. Exclusions

This warranty does not cover: damage caused by misuse, abuse, accident, unauthorized modification, or unauthorized repair; environmental damage including liquid intrusion, extreme temperatures, or physical impact; cosmetic damage that does not affect functionality; or software, firmware, or SaaS platform issues (which are governed by the SLA).

Exhibit C — Enhanced Lifetime Warranty

Applies to: Customers with an Active Subscription. Does not apply to OEM Devices.

C1. Eligibility

The Enhanced Lifetime Warranty is available exclusively to Track 1 Customers who maintain a continuous Active Subscription. Coverage is contingent on Active Subscription status at the time of any warranty claim.

C2. Duration

The Enhanced Lifetime Warranty is in effect for the full Device Lifecycle (five (5) years from the date of initial Device activation), provided Customer maintains a continuous Active Subscription throughout the Device Lifecycle.

C3. New Device Replacement Standard

Under this warranty, IntelaMetrix will replace a defective Device with a new Device of equal or greater specification. "New Device" means a Device manufactured from new components that has not been previously sold, activated, or used as a customer unit. No refurbished, reconditioned, or previously-activated Devices will be provided as replacements under this warranty.

C4. Warranty Claim Process

To submit a claim, Customer must: (a) maintain an Active Subscription at the time of claim submission; (b) contact IntelaMetrix support; (c) provide proof of Active Subscription, Device serial number, and a description of the defect; and (d) follow IntelaMetrix's RMA process. IntelaMetrix will acknowledge warranty claims within five (5) business days of receipt of a complete claim submission.

C5. Device Return

Upon receipt of the replacement Device, Customer must return the defective Device to IntelaMetrix within thirty (30) days. Failure to return the defective Device entitles IntelaMetrix to invoice Customer for the full replacement Device price at then-current published rates.

C6. Shipping

  • North America: IntelaMetrix covers inbound and outbound shipping for warranty replacements
  • Rest of World: IntelaMetrix's obligation is fulfilled by providing the replacement Device to the authorized distributor or reseller in the applicable territory, who is responsible for all shipping, customs duties, and last-mile delivery costs

C7. Lapse, Suspension, and Termination

Enhanced Lifetime Warranty coverage terminates immediately and permanently upon: a Lapse exceeding one hundred (100) days; Termination of the Agreement by either party; or cancellation of the Subscription by Customer. Coverage does not reinstate after termination under any circumstances.

C8. Abuse Protection

All replacement claims are subject to IntelaMetrix inspection of the returned Device. Claims involving apparent misuse, abuse, physical damage, unauthorized modification, or environmental damage are not covered.

Schedule A — Acceptable Use Policy (AUP)

A2. Prohibited Conduct

Customer shall not, and shall not permit any third party to:

  • attempt to bypass, disable, interfere with, or circumvent SaaS authentication, licensing, activation, enforcement, or compliance mechanisms;
  • access, probe, or test the vulnerability of the Platform without IntelaMetrix's prior written authorization;
  • misuse, improperly disclose, or unlawfully process personal data or protected health information in connection with Platform use;
  • use the Platform in violation of applicable law, regulation, export controls, or sanctions;
  • introduce malware, malicious code, ransomware, or automated scraping mechanisms into or through the Platform;
  • use the Platform for safety-critical, emergency, or life-sustaining purposes; or
  • attempt to access Aggregated Data, De-Identified Data, Derived Data, or AI/ML Training Data owned by IntelaMetrix.

Violation of this AUP constitutes a material breach of the EULA and may result in immediate Suspension or Termination.

Schedule B — Privacy Notice

B2. Categories of Data Processed

  • Customer Data submitted through the Platform, including End User body composition records
  • Device telemetry and usage data
  • Account, billing, and support data
  • Log, security, and audit data
  • AI/ML Training Data derived from the foregoing

B3. Purposes of Processing

  • Operating, supporting, maintaining, and improving the Platform
  • Generating Aggregated Data, De-Identified Data, and Derived Data
  • Training and improving AI/ML models
  • Enforcing this Agreement and detecting abuse
  • Complying with applicable legal obligations

B4. Data Sharing

Data may be shared with: (a) authorized subprocessors engaged to assist in Platform delivery; (b) professional advisors under confidentiality obligations; and (c) regulatory authorities or law enforcement where required by applicable law.

B5. Cross-Border Transfers

Customer Data may be transferred to and processed in the United States and other jurisdictions outside Customer's country of residence. IntelaMetrix applies commercially reasonable safeguards to such transfers, including where applicable the use of Standard Contractual Clauses for transfers from the EU or UK.

B6. Data Subject Rights

Where required by applicable law, individuals may exercise data subject rights including access, correction, deletion, portability, and objection to processing. Requests must be submitted through bodymetrix.com/pages/privacy-request or by emailing privacy@BodyMetrix.com. The exercise of data subject rights does not affect IntelaMetrix's rights under Sections 4.3 and 5 of the EULA with respect to Aggregated Data, De-Identified Data, Derived Data, and AI/ML Training Data.

Schedule C — Data Processing Addendum (DPA)

Full terms available at: bodymetrix.com/pages/data-processing-addendum

Applies automatically where Customer is subject to the EU GDPR, UK GDPR, Canada's PIPEDA, or Quebec Law 25. IntelaMetrix acts as Processor for Customer Data processed on Customer's behalf and as Controller for Aggregated Data, De-Identified Data, Derived Data, and AI/ML Training Data.

Schedule D — HIPAA Business Associate Addendum (BAA)

Applies only where Customer is a HIPAA Covered Entity or Business Associate and PHI is processed through the Platform. IntelaMetrix's obligations under this BAA are best-effort obligations reflecting IntelaMetrix's commitment to good-faith HIPAA compliance. PHI that has been de-identified in accordance with 45 C.F.R. § 164.514 is no longer PHI and is not subject to this BAA. IntelaMetrix may de-identify PHI and use resulting De-Identified Data as AI/ML Training Data under Section 5 of the EULA without restriction.

Schedule E — Security and Compliance Statement

IntelaMetrix maintains a security and compliance program designed to align with recognized industry standards on a best-effort basis. IntelaMetrix's security program may include: role-based access management and authentication controls; encryption of data in transit and at rest; incident detection, response, and recovery procedures; vendor and subprocessor risk management; security monitoring, logging, and audit trails; and vulnerability management and patch procedures. This Schedule is descriptive only and does not constitute a guarantee, warranty, certification, or representation of compliance with any specific security standard, framework, or regulation.

Contact

IntelaMetrix Holdings, Inc.
2010 Elkins Way, Suite 2, Brentwood, CA 94513
legal@BodyMetrix.com
916-840-0096

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