Business Partner Agreement

 

Terms and Conditions of the Business Partnership Agreement (“Agreement”)

Introduction:

This Agreement serves as a counterpart to, and is deemed executed concurrently with, the LookinBody Web API Terms of Use and the LookinBody Web API Privacy Policy agreed to by you (“Customer” or “you” or “your”) and Biospace, Inc., DBA InBody (“InBody” or “we” or “our”) (collectively, the “Parties”). This Agreement is as a formalization of Customer and InBody’s business partnership regarding an application program interface (“API”) provided to you by InBody in relation to your use of certain InBody Services, as defined below.

You agree to the following:

Definitions:

1. Site – InBody data management website and/or extension of such website(s), including, but not limited to, https://usa.lookinbody.com.

2. Service(s) – InBody’s body composition analysis devices, including, but not limited to the professional devices at the Analysis Facility, and its accessories, including home use and wearable body composition analysis devices (the “Products”); (ii) InBody-provided applications that give access to a Facility User, and Facility User authorized individuals, to view, add, update, or delete data (collectively, the “App”); (iii) the Site; (iv) the data, analyses and other content contained in, or collected, processed, analyzed, generated or delivered by a Product, the App, or the Site, including without limitation, any body composition information, text, graphs, calculations, copy, audio, video, photographs, illustrations, images, graphics and other visuals (the “InBody Content”); and (v) other related InBody products and/or services.

3. Analysis Facility – a business, an association, an enterprise, or an organization which provides use of Service(s); or a facility where the Service(s) is located

4. End User – refers to an individual, patient or a member who receives use of the Service(s) from you and/or Analysis Facility.

5. Facility User – an employee, a representative or a staff member of the Analysis Facility.

6. “Personal Information” means any information that is about an identifiable individual, this will include, but not be limited to, information such as the following – Name, Birth Date/Age, Physical Description, Medical History, Gender, and Visual Images such as photographs, and videotape where individuals may be identified.

7. “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed by either Party or its respective subsidiaries, affiliates, and/or partners.

Purpose:

Customer is to operate our Services to access Customer’s clients information, which includes Analysis Facilities. InBody owns and operates certain

Services, features of which Customer wishes to incorporate into Customer’s business model. As such, the Parties have agreed to enter into this Agreement and be bound to its terms as well as the LookinBody Web API Privacy Policy, LookinBody Web API Terms of Use, and any other agreements that InBody may require, all of which shall be deemed incorporated and made part of, by reference or otherwise, this Agreement.

Payment:

An active subscription to the LookinBody Web service is required to utilize the API feature. Per the Terms of Use of the LookinBody Web service and according to the latest fee structure, you agree to pay InBody the following, as it may apply to you; please note that some of these costs and fees may not apply to you:

1. a one-time $199.00 set-up and installation fee;

2. a Pay-Per-Month recurring fee of $25.00/month per InBody device for the use of InBody’s Services;

3. a Pay-Per-Month recurring fee of: $99.00/month for use of an Executive Account; and

4. a $35.00 interlinking fee for multiple LookinBody Web accounts and/or InBody devices.

You further agree to maintain all payment information current and that failure to do so will be subject to the Late Payment provisions below. Payments are for a default of two Staff Member logins and one Administrator login; any additional logins will be charged an additional monthly cost. Any additional costs added to your bill will be discussed with you. If you have any questions about your billing cycle and/or your logins, please contact our support representative.

  1. A. Waived Fee: Customer may have fees permanently or temporarily waived by InBody, but may be assessed fees at a later date, at InBody’s sole discretion; Customer may terminate this Agreement if Customer disagrees with the assessed fees.
  1. B. No Refunds: You agree and understand that no refunds will be issued for any cancellation of the Services.
  1. C. Late Payment: If payment is late, or is dishonored for any reason, Customer will be assessed a late fee of USD $99.00. If the account is forwarded to a collection agency, Customer will be assessed an additional twenty-five percent (25%), which will be added to the total amount due. If payment by company/personal check is returned, Customer will be liable for a charge of USD 25.00 returned check fee. Customer is liable for any returns on credit card payment at a rate of three percent (3%) of the total amount due. In the event of any payment default, Customer agrees to pay any and all reasonable attorney fees and costs of collection to the extent permitted by law. This Section shall be enforced in accordance with the laws of the State of California, Los Angeles County.
  1. D. Back Pay: Customer understands that Services, including access to End User information and InBody Content, may be suspended upon Customer’s failure to provide timely payment under this Agreement. However, InBody reserves the right to permit Customer to provide retroactive back pay and access to such suspended Services, End User information, and InBody Content generated during that time, if any, following Customer’s entry into a payment plan and timely payments to InBody under that payment plan.

InBody Warranty Terms, Conditions and Exclusions:

1. You agree and understand that you are responsible for any or all risks arising from the use of the API. InBody disclaims any other warranties, including but not limited to the warranties of merchantability, fitness for specific purposes, and implied warranty regarding ownership or non-infringement, whether express or implied, to the maximum extent permitted by applicable law.

2. You agree and understand that you will take all available best efforts to ensure that Analysis Facilities using the Site and/or any Services are in good standing and remain in good standing with all applicable entities, including InBody.

3. Support for any issues related to the API will be provided by InBody to you until this Agreement is terminated.

4. The Parties agree and understand that Personal Information collected from an End User will remain in your custody and control, unless otherwise agreed to between you and InBody or you and another third-party; However, and notwithstanding anything to the contrary, InBody will retain access to the Personal Information only for such purposes described in the LookinBody Web API Privacy Policy and LookinBody Web API Terms of Use and End Users will retain access and ownership rights to all Personal Information accessible via the Site.

5. Issues arising from the accuracy or access of the Personal Information by the End User will be addressed by End User to you and, if issues continue to arise or be present, you will process such issues to us for support.

6. Issues arising from the use or functions of the API by you shall be directed to us for support. InBody provides no guarantee to a solution for any issue.

7. Warranty for the API applies to the support provided to you through phone, email, remote access, or any other virtual help. Cases that may require in-person support do not apply.

8. InBody reserves the right to contract third parties for support related purposes.

    1. 9. InBody shall not provide support to any Service or the API when damage or malfunction results from: a. Customer abuse, misuse, negligence, or an issue caused by the End User.
    2. b. Customer fails to follow the installation, operation, or maintenance instructions described in the setup/user’s manual.
    3. c. Acts of God (storm, flood, earthquake, etc.), power failures or surges, actions of third parties, and any other event to the server or the physical location of the stored data, outside InBody’s reasonable control or not arising under normal conditions.
    4. 10. You may terminate this Agreement at any time by contacting our support representative, at which point you and all your clients will lose all API capabilities. a. Certain Personal Information, such as a Facility User’s name, username, and/or phone numbers may be required to confirm your identity and terminate this Agreement.
      1. b. Although our cancellation process is automated for your convenience, you will be provided, upon your request, with certain steps by our support representative during termination to ensure the security of the Personal Information at your Analysis Facilities. The i. technical or mechanical error from your Analysis Facilities or its device(s), regardless of ownership status of those devices;
      2. ii. misunderstanding between our support representative and you;
      3. iii. your failure to contact our support representative; and/or
      4. iv. failure to following instructions.
      5. c. If you are a pay-per-month subscriber, you must terminate at least three (3) calendar days before the renewal date of your account to avoid next month’s charges; failure to do so may result in the subsequent month’s fee being charged to you.
      6. d. Please do not assume that your account has been canceled until you receive a confirmation of cancellation by our representative. e. You may reinitiate the Service anytime you want after cancellation.

Parties agree that InBody shall not be held liable for any transmission of the End User’s Personal Information from your Analysis Facilities, even after the termination, caused by:

Marketing: By entering into this Agreement, you agree to be identified as a user of InBody, and you agree that InBody may refer to you by name, trade name and trademark, if applicable, and may describe your business in InBody’s marketing materials and website. You hereby grant InBody a fully-paid, irrevocable, perpetual, world-wide license to use your name and any of your trade names, trademarks, logos solely in connection with the rights granted to InBody pursuant to this marketing section.