IntelaMetrix Holdings, Inc.

IntelaMetrix Holdings, Inc. ("IntelaMetrix," "BodyMetrix," or "the Company," collectively referred to as "we," "us," or "our") operates the BodyMetrix Ultrasound System and its integrated hardware, firmware, software, cloud services, analytics, updates, and support services (collectively, the "Platform"), together with our eCommerce storefront. These Terms of Service ("Terms") govern your access to and use of our storefront and your purchase of devices and subscriptions. By placing an order or creating an account, you agree to these Terms.

Relationship to the Master EULA. Access to and use of the Platform itself, including the BodyMetrix App, devices, data rights, warranties, and dispute resolution for Platform matters, is governed by the IntelaMetrix Master End User License Agreement (EULA), accepted by click-through at checkout and at Platform activation. In the event of a conflict between these Terms and the Master EULA with respect to Platform access, use, data, or warranties, the Master EULA controls.

Note: The BodyMetrix App cloud platform is now live and is replacing the legacy BodyView software. Legacy BodyView remains available during the transition period described in our BodyView End-of-Life Notice. IntelaMetrix is a FDA Class I medical device company. Nothing in these Terms constitutes medical advice.

1. Eligibility

You must be at least 18 years of age with legal capacity to enter a binding agreement. By using the Platform you confirm you meet these conditions. By accepting the Master EULA at checkout or activation, you additionally represent that you are acquiring the Platform for commercial or professional purposes and not as a consumer for personal household use, as set forth in EULA Section 1.2.

2. Account Registration

You are responsible for maintaining the confidentiality of your account credentials.
You must provide accurate, complete registration information and keep it current, including your account email address, which is used for formal notices under the Master EULA.
You are responsible for all activity that occurs under your account.
At Platform activation, you will be asked to self-identify the regulatory frameworks that govern your use of the Platform (for example HIPAA, FERPA, COPPA or CIPA, GDPR, or LGPD), as required by EULA Section 1.2. Your selection is a material representation and a condition of Platform access.
Notify us immediately at support@BodyMetrix.com if you suspect unauthorized account access.

3. Products & Orders

3.1 Device Sales

Sales of the BodyMetrix hardware are subject to availability. Hardware warranty coverage is governed by the Master EULA: the Standard Hardware Warranty (Exhibit B) and, for customers with an Active Subscription, the Enhanced Lifetime Warranty (Exhibit C). See Section 10 below.

3.2 Subscriptions

Software subscriptions are sold on a recurring basis (annual, or monthly where available). By enrolling, you authorize IntelaMetrix to charge your payment method on file at the agreed billing interval. An Active Subscription is required for Device operation at all times, as set forth in EULA Sections 1.1 and 3.3.

3.3 Order Acceptance

We reserve the right to refuse or cancel any order at our discretion and will notify you promptly with a full refund if your order is cancelled.

3.4 Pricing and Taxes

Prices are displayed in U.S. dollars exclusive of applicable taxes. You are responsible for all applicable sales, use, value-added, and other taxes associated with your purchase, excluding taxes on IntelaMetrix's net income, per EULA Section 14.2. We may change subscription prices with 30 days' written notice; changes take effect at the next renewal. IntelaMetrix will provide written notice of the upcoming renewal no fewer than thirty (30) days prior to the renewal date. Legacy Connect step-up pricing is governed by the pricing schedule in effect at enrollment, per EULA Section 14.3.

4. Payment Terms

Payments are processed by our Payment Platform. IntelaMetrix does not store raw payment card data.
Subscriptions renew automatically at the then-current rate unless cancelled before the renewal date.
Payment Failure. If a subscription renewal payment fails, IntelaMetrix will attempt to process payment for ten (10) days (the Payment Retry Period). If payment is not received, a Lapse is declared. Device access remains active for an additional thirty (30) day grace period (days 11 through 40 post-Lapse) with self-serve renewal available. From day 41, the account enters Suspension and Device functionality is disabled until reinstatement. From day 101, the account is Termination eligible and reinstatement requires management approval. The full Lapse framework, including its effect on Enhanced Lifetime Warranty coverage, is set forth in EULA Section 13.2.
Chargebacks. You agree not to initiate chargebacks, payment reversals, or credit card disputes outside the remedies expressly set forth in the Master EULA. An unauthorized chargeback is a material breach and may result in immediate Suspension or Termination, per EULA Section 11.3.
All fees are non-refundable except as stated in Section 5 or as required by applicable law.

5. Subscription Cancellation & Refunds

You may cancel your subscription at any time through your account dashboard or by contacting support@BodyMetrix.com. Cancellation takes effect at the end of the current billing cycle. No prorated refunds are issued for mid-cycle cancellations unless required by applicable law. Note that cancellation of the subscription permanently terminates Enhanced Lifetime Warranty coverage, per EULA Exhibit C7, and Device operation requires an Active Subscription.

Thirty-Day Money-Back Guarantee. Within thirty (30) days of Device activation, you may request a full refund by returning the Device in original condition and terminating your account. This thirty (30)-day money-back remedy is available for Provider and Youth Sports Compliance subscription tiers only, as set forth in Section 11.1 of the Master EULA. Return shipment is at your expense. Refunds are processed within fourteen (14) business days of Device receipt and account closure confirmation. After thirty (30) days from activation, no cash refunds are available and no service credits are issued; any exception requires prior written approval by IntelaMetrix's CEO or COO, per EULA Section 11.2.

6. Software Data Practices

Legacy BodyView (On-Premise)

The legacy BodyView software stores all measurement data, client records, and readings in a local database on the PC where it is installed. This data is not transmitted to, stored by, or accessible by IntelaMetrix, and IntelaMetrix has no ability to view, retrieve, back up, or restore it. BodyView makes periodic network calls to IntelaMetrix servers for license validation only, transmitting limited technical identifiers (IP address, device ID, license key, software version). For legacy BodyView, you are solely responsible for maintaining backups of locally stored data, securing your PC and local database, complying with laws governing data you collect from your own clients, and the consequences of hardware failure or data loss. IntelaMetrix provides no data recovery services for locally stored BodyView data. BodyView is deprecated per our End-of-Life Notice.

BodyMetrix App (Cloud Platform)

The BodyMetrix App is an integrated cloud platform. When you use it, Customer Data, including body composition measurements, End User records, and assessment results, is transmitted to and processed by IntelaMetrix as set forth in the Master EULA. Key terms you accept under the EULA include:

Data rights (EULA Sections 4 and 5). You retain ownership of Customer Data and grant IntelaMetrix a license to process it to operate and improve the Platform. IntelaMetrix owns aggregated, de-identified, and derived data, and holds AI and machine learning training rights that are a material basis of the Platform and are not subject to opt-out.
Telemetry (EULA Section 7.2). Device telemetry is collected continuously and cannot be disabled.
Remote enforcement (EULA Section 3.3). IntelaMetrix may remotely monitor subscription status and, upon a Lapse or Termination, remotely disable Device functionality. Your consent to remote monitoring and enforcement is a material condition of the Agreement.
Data export and retention (EULA Sections 4.6 and 4.8). Upon termination, you may export Customer Data for thirty (30) days, after which IntelaMetrix has no obligation to retain it in identifiable form.

Our Privacy Policy describes these practices in consumer-facing terms. The Master EULA controls for Platform data matters.

7. Medical Device Disclaimer and Professional Use

The BodyMetrix Ultrasound System is an FDA Class I medical device intended for body composition assessment purposes only. The Platform provides body composition assessment and analytical tools only. Results and measurements are not intended for medical diagnosis, treatment decisions, or clinical decision-making, and the Platform is not designed or validated for life-sustaining, emergency, or safety-critical applications, per EULA Section 6.

You agree to use the BodyMetrix system only in accordance with its intended use, applicable training requirements, and all applicable federal, state, and local laws. You are solely responsible for ensuring that your use, and use by your End Users, complies with all professional, regulatory, and ethical standards governing your field of practice.

Use Involving Minors. If you use the Platform in connection with individuals under 18, including Youth Sports Compliance deployments, you are responsible for compliance with all applicable child data protection laws, including COPPA, CIPA, and FERPA, and for obtaining all required parental or guardian consents, as set forth in EULA Section 6.4.

Biometric and Health Data. Body composition data collected through the Platform may constitute biometric or health data under applicable US state laws, including the Illinois Biometric Information Privacy Act. As the data controller for End User data, you are responsible for compliance with such laws, including required consents and notices, per EULA Schedule B7.

8. Intellectual Property

All content on the Platform, including software, firmware, algorithms, models, trademarks, trade dress, and documentation, is owned by or licensed to IntelaMetrix Holdings, Inc. You are granted a limited, non-exclusive, non-transferable, non-sublicensable license to use the Platform during your subscription term, solely for your internal commercial or professional purposes, scoped to the subscription tier you purchased, per EULA Section 3.1.

You may not: copy, modify, reverse-engineer, or create derivative works; resell, sublicense, or redistribute software; share license keys or credentials with unauthorized users; or remove any proprietary notices. Any feedback or suggestions you submit are assigned to IntelaMetrix per EULA Section 3.5.

9. Acceptable Use

Your use of the Platform is subject to the Acceptable Use Policy in Master EULA Schedule A. In summary, you may not:

Use the Platform for any unlawful purpose or in violation of any applicable regulation, export control, or sanction.
Upload or transmit malware, viruses, ransomware, or automated scraping mechanisms.
Attempt to circumvent, disable, or interfere with SaaS authentication, licensing, activation, or enforcement mechanisms.
Attempt to gain unauthorized access to any part of the Platform, or probe or test its vulnerability without prior written authorization.
Share account credentials or license keys with unauthorized individuals, or impersonate another user.
Use the Platform for safety-critical, emergency, or life-sustaining purposes.
Attempt to access aggregated, de-identified, or derived data, or AI/ML training data owned by IntelaMetrix.

Violation of the AUP is a material breach and may result in immediate Suspension or Termination without refund, per EULA Schedule A3.

10. Warranty

Standard Hardware Warranty

IntelaMetrix warrants that BodyMetrix hardware will be free from manufacturing defects in materials and workmanship for twenty-four (24) months from the date of Device activation, per EULA Exhibit B. This warranty does not cover damage caused by misuse, unauthorized modification, environmental damage, or normal wear and tear. For non-subscribers, a mid-tier replacement fee of five hundred dollars (US $500) applies to replacement requests in months 25 through 60 from activation, per EULA Sections 14.4 and Exhibit B5.

Enhanced Lifetime Warranty

Customers who maintain a continuous Active Subscription are entitled to the Enhanced Lifetime Warranty covering the full five (5)-year Device Lifecycle, with new-device replacement, as set forth in Exhibit C of the Master EULA. Coverage terminates permanently upon a Lapse exceeding 100 days, Termination, or subscription cancellation.

Platform Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THE MASTER EULA, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." INTELAMETRIX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND UNINTERRUPTED AVAILABILITY. FOR LEGACY BODYVIEW, INTELAMETRIX EXPRESSLY DISCLAIMS ANY WARRANTY WITH RESPECT TO LOCALLY STORED DATA, INCLUDING ANY WARRANTY AGAINST DATA LOSS OR DATABASE CORRUPTION.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE MASTER EULA SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO LIABILITY, PER EULA SECTION 12.2.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOSS OF LOCALLY STORED MEASUREMENT DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL.

These limitations do not apply to indemnification obligations for third-party claims, breach of confidentiality, gross negligence or willful misconduct, or your obligation to pay fees owed, per EULA Section 12.3. Nothing in these Terms limits liability that cannot be excluded by law, including liability for death or personal injury caused by negligence, or for fraud.

12. Indemnification

You agree to defend, indemnify, and hold harmless IntelaMetrix Holdings, Inc. and its officers, directors, employees, agents, successors, and assigns from any claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from: (a) your or any End User's use or misuse of the Platform; (b) your violation of these Terms, the Master EULA, or applicable law, including any privacy, biometric, health data, or child protection regulation governing data you collect from your own clients or End Users; (c) any third-party claim arising from Customer Data or End User data, including loss or exposure of locally stored BodyView data under your control; or (d) your negligence or willful misconduct. Indemnification procedure and caps are set forth in EULA Sections 9.3 and 9.4.

13. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Informal Resolution. Before initiating formal proceedings, contact us at legal@BodyMetrix.com with a written description of your dispute. The parties will attempt informal resolution for 30 days before either party may initiate arbitration.

Arbitration. Unresolved disputes will be submitted to 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. All proceedings are conducted on an individual basis; class actions are expressly waived and the arbitrator does not have authority to conduct class arbitration.

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 THESE TERMS.

Exceptions. 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.

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, per EULA Section 18.6.

14. Changes to These Terms

IntelaMetrix may update these Terms at any time. Material changes will be communicated by email at least 30 days before taking effect, consistent with the amendment process in EULA Section 15. Material changes to warranty terms or pricing require separate affirmative acceptance at the next login or checkout. Continued use of the Platform after the effective date constitutes acceptance.

15. Contact

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

Terms of Service