MobileODT Terms of Use

Last updated: May 30, 2021

MobileODT Ltd., MobileODT Inc., or their applicable affiliates (“MobileODT”, “we ”, “us” or “our”) welcome you to our mobile application known as “EVA System App for Medical Visual Assessment” (the “App”). The App is compatible with our EVA System Device (the “Device”) and allows health providers to inspect the cervix, capture high-resolution clinical images, manage patients’ medical records, seek guidance from other professionals and use additional features and functionalities as part of the system (the App, Device and any additional functionalities, materials and services related thereto shall be referred to herein as the “Service(s)”).

By using the Services you acknowledge that you have read and understood (i) these terms of use (“Terms of Use”), (ii) our Privacy Policy available athttps://www.mobileodt.com/eva-privacy-policy/(the “Privacy Policy”), (iii) the Data Processing Agreement (available at: https://www.mobileodt.com/data-processing-agreement/ and the Standard Contractual Clauses attached thereto, and (iv) the applicable Device instructions provided by MobileODT (collectively, the “Terms”). You agree to be bound by these Terms and acknowledge that these Terms constitute a binding and enforceable contract between MobileODT and you.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR OTHERWISE USE THE SERVICES AND MOBILEODT MAY REMOVE THE APP FROM THE DEVICE. TO THE EXTENT YOU ARE USING THE SERVICES ON BEHALF OF AN ORGANIZATION (E.G. HOSPITALS OR MEDICAL CENTERS), EITHER YOU HEREBY (I) WARRANT AND ACKNOWLEDGE THAT YOUR ORGANIZATION HAS AGREED TO THESE TERMS AND IS BOUND BY THEM; OR (II) AGREE TO THESE TERMS ON BEHALF OF YOUR ORGANIZATION AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION TO THESE TERMS.

1. Use of the Services

Subject to payment of all applicable fees (as agreed to in any applicable purchase quote or otherwise (a “Purchase Quote”)) by either you, your organization, or, if the Services were purchased through a third party and not directly from MobileODT, such third party (each of the aforementioned, a “Client”), you, as the end user, may use the Services in accordance with the Terms.

The Services are allowed for use only by appropriately licensed adult clinicians who conduct visual inspections on a regular basis. If you do not meet these requirements, you may not use the Services.

Not all of the features of the Device or the Services may be authorized for use in your jurisdiction under applicable law and regulation. You are solely liable and responsible for ensuring that your usage of the Device and the Services complies with all applicable laws and regulations. While the Device and the Services are “CE” certified, please note that the Visual Check (an AI based evaluation) feature of the Services has not been granted FDA approval for use and therefore may not be used in the United States or in certain other territories.

In order to use the Services, you must open an account (the “Account”), and you will be required to provide us with certain details, as more specifically explained in our Privacy Policy. You agree to keep these details accurate, complete and up-to-date. Your failure to maintain accurate, complete and up-to-date details may result in your inability to use the Services or suspension or termination of your Account.

Please note that in order to enable the Services to run smoothly (to the extent possible), the Device must be connected to the internet and the App is set to block all notifications and third-party applications from running while you use the App. Should you decide to change this setting, it may affect your use of the Services. For example, without an active internet connection, we will be unable to provide you with Updates (as defined below), Upgrades (as defined below), or Support Services (as defined below).

By creating an Account, you represent and warrant that:

(i) all information that you provide is current, complete and accurate to the best of your knowledge;

(ii) you will maintain the security of your password, not share your password with any other person and bear all risks of unauthorized access to your Account;

(iii) you will use the Services in accordance with MobileODT’s instructions as may be updated from time to time;

(iv) you will use the Services solely for lawful purposes and in compliance with any and all applicable laws and regulations. Specifically, you agree not to use the Services if any applicable laws in your country prohibit you from doing so in accordance with these Terms;

(v) you have not previously had your right to use the Services suspended or terminated.

2. Proprietary Rights

MobileODT and its licensors own and reserve all rights, title and interests in and to the Services, all hardware, software and other material used to provide the Services, other than the rights explicitly granted to you to use the Services in accordance with these Terms. No title to or ownership of any proprietary rights related to the Services is transferred to you pursuant to these Terms and all rights not explicitly granted to you are reserved by MobileODT.

Any and all comments, suggestions or recommendations (verbal or written) that you provide to MobileODT in connection with the Services (including, without limitation, regarding modifications, enhancements, improvements or other changes to the Services) (collectively, “Feedback”) is voluntary, is at no cost to MobileODT, and is without any restrictions on MobileODT. You hereby acknowledge that any and all intellectual property rights in the Feedback and any changes or improvements to the Services resulting from the Feedback, is and shall remain the property of MobileODT.

3. License to Use the Services

Subject to your compliance with these Terms, MobileODT grants you a nonexclusive, non-commercial, non-transferable, non-sublicensable, payable and fully revocable limited license to access, register and use the Services.

Under this license you have the right to use Services solely for the purpose for which they were provided to you (as specified in these Terms), and subject to the conditions and limitations set out in these Terms.

We reserve all other rights to the Services, and everything provided therewith, and you have no right to, and you may not, make any use that has not been specifically authorized herein, including without limitation: sublicense, copy, transfer, modify or make derivative works of the Services.

Unless we approve to you otherwise in writing, the license ends when your use of the Services ends for whatever reason, including, without limitation, if you voluntarily deleted your Account or cease to pay any applicable fees. You hereby agree that upon the termination of the license, for any reason, we may remotely disable your Account.

4. Use Restrictions

Without derogating from any other restrictions in these Terms, unless otherwise explicitly permitted by MobileODT in writing, you may not, whether by yourself or anyone on your behalf: (a) remove any copyright, trademark or other proprietary notices from any portion of the Services; (b) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile or disassemble any portion of the Services or publicly display, reproduce, create derivative works of, perform, distribute, or otherwise use Services or any material in connection therewith including without limitation text, files, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the “look and feel” of the App or Device, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features available on the Services; (c) reverse engineer or attempt to extract the source code of the Services we provide, (d) use the Services for any illegal, immoral, unlawful or unauthorized purposes; (e) use the Services other than as specifically permitted in these Terms including without limitation: distribute, resell or offer the Services for rent or lease or offer any of the above to the public in any manner, or integrate any of the above within a service of your own, sell, license, or otherwise exploit the Service; (f) interfere with or violate clinicians’ or patients’ rights to privacy and other rights, or harvest or collect personal information about clinicians or patients without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Services and retrieve, index or data-mine information; (g) interfere with or disrupt the operation of the Services, or the servers or networks that host them, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers or networks; (h) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that MobileODT endorses you or your organization, or any statement you make, or present false or inaccurate information about the Services; (i) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our online-platform infrastructure, as determined, at our sole discretion; (j) bypass or go around any measures we may use to prevent or restrict access to the Service; (k) transmit or otherwise make available in connection with the Services any virus, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; and (l) infringe or violate any of these Terms.

5. Your Content

The Services allow you to upload, store, share, or otherwise provide content to be processed by MobileODT, including the Device’s scan results, images, and other medical and health related information (“User Content”). You retain all of your ownership rights in your User Content and we will process your User Content in accordance with these Terms – to which you agree and shall be deemed as your instructions – and in accordance with your specific instructions (or your organization’s instructions – if you use the Services as part of an engagement between MobileODT and your organization).

You represent and warrant that you have all the rights to the User Content in the manner offered by MobileODT and the Services and that none of the User Content nor MobileODT’s use of the User Content as permitted herein infringes, misappropriates or violates any third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or violates any applicable law or regulation; and that you have obtained all necessary licenses, consents or permissions to submit the User Content to MobileODT under these Terms.

We may, but have no obligation to, monitor, edit or remove User Content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or that violates any party’s intellectual property rights or these Terms.

We may collect the User Content for any purpose, commercial or otherwise, including in order to (i) use it for statistical and research purposes, for customization and improvement of the Services, and developments of algorithms and future products or services (ii) improve our metrics and the quality of the Services and gather statistics for commercial purposes and in order to enhance your experience, and (iii) engage with third parties for commercial or research purposes, but we will do so only after we verified that the User Content is anonymized and may not, by reasonable means, identify or otherwise be attributed to a specific person.

You hereby grant MobileODT a non-exclusive, royalty-free, fully paid up, worldwide, perpetual, sub-licenseable, assignable and irrevocable license to use the User Content and further agree that it is your sole responsibility to inform your patients of this activity and obtain their consent if such consent is required by applicable law.

6. Privacy

We are committed to treat the personal information you share with us voluntarily and knowingly in accordance with our Privacy Policy.

However, naturally, your use of the Services may influence the privacy of third-parties, e.g. your patients, with whom MobileODT – as a service provider – has neither interaction nor the ability to control your use of the Services. Therefore, it is your sole and ultimate responsibility to use the Services in compliance with any and all applicable privacy laws and regulations, including, without limitation, obtaining and maintaining all legal necessary consent or permission required for the use of the Services.

Furthermore, MobileODT processes only that information which you decide to submit to or integrate with the Services and in accordance with your explicit instructions if they are specifically outside these standard terms. You manage the information within the Services and you (or the organization that employs you, if you are using the Services as part of an engagement between MobileODT and your organization) have all the power and discretion to instruct us how to process the information you store in the Services and for what purposes. You may, of course, further amend your instructions at any time.

Accordingly, you hereby acknowledge and approve the Data Processing Agreement (“DPA”) available at https://www.mobileodt.com/data-processing-agreement/ and the Standard Contractual Clauses therewith which shall govern your relationship with MobileODT in connection with third-parties’ information you provide MobileODT. To avoid any doubt, in the event of discrepancies between these Terms of Use and the DPA, the DPA shall prevail.

Please also note that unless you instruct us otherwise, we may collect certain third-parties’ information (the “Provided Data”) which you provide for any purpose, commercial or otherwise, including in order to (i) use it for statistical and research purposes, for customization and improvement of the Services, and developments of algorithms and future products or services, (ii) improve our metrics and the quality of the Services and gather statistics for commercial purposes and in order to enhance your experience, and (iii) engage with third parties for commercial or research purposes, but we will do so only after we verified that the Provided Data is anonymized and may not, by reasonable means, identify or otherwise be attributed to a specific person.

You hereby grant MobileODT a non-exclusive, royalty-free, fully paid up, worldwide, perpetual, sub-licenseable, assignable and irrevocable license to use the Provided Data and further agree that it is your sole responsibility to inform your patients of this activity and obtain their consent if such consent is required by applicable law.

7. Updates, Suspension and Termination of the Services

MobileODT reserves the right, in our sole discretion, to make necessary unscheduled changes, updates or enhancements to the Services at any time.

We may add, remove or alter functionalities or features of the Services, and you may be asked to update the App from time to time. Please note that these updates may be done automatically or manually, depending on your Device settings. Should you decide not to update the App, or if the Device is not connected to the internet and cannot be updated, it may prevent you from using the Services, in whole or in part.

Subject to the Client’s payment of any applicable fees, MobileODT will make Updates to the Services available at no additional charge on or about the date that such Update is made generally available to other customers of MobileODT. Any Update shall be licensed in accordance with the Terms. MobileODT may, at its option, make Upgrades to any of the Services available to you, subject to the payment of applicable fees and which may be subject to additional or different terms than those set forth herein. Except as expressly provided in this Agreement, you shall have no rights in any Upgrade. Nothing in this Agreement requires MobileODT to provide Upgrades.

For the purposes herein, “Update” means an update to any of the Services that is provided by MobileODT and that may incorporate (a) corrections of any substantial defects; (b) fixes of any minor bugs; (c) allowing additional compatibility of the Services with mobile devices provided by third parties; and/or (d) minor enhancements to any of the Services; provided, however, that Updates shall not include Upgrades.

For the purposes herein, “Upgrade” means a new release of any Services that incorporates substantial changes or additions that (a) provide additional value and utility by adding new or different functional capabilities to such Service; (b) are priced and offered separately as optional additions to any Services; and (c) are not generally made available to MobileODT’s customers without a separate charge.

Failure to Pay. If the Client fails to pay any applicable Support Service Package Fee (as specified in an applicable Purchase Quote) on time, we shall have the right to immediately deactivate the relevant Device or other Service and may cease to provide Support Services to you.

If the Client fails to pay any applicable Visual Check Fees (as specified in an applicable Purchase Quote), we shall have the right to immediately deactivate the relevant Device or other Service. In all such cases, we may cease to provide Support Services to you.

We also reserve the right to suspend or terminate your access to any or all of the Services at any time, in our sole discretion, with or without cause or notice, and without incurring liability of any kind.

If, in our determination, the suspension might be indefinite or we have elected to terminate your access to any or all of the Services, you may no longer have access to the User Content. Nevertheless, where reasonably possible, we will provide you with reasonable advance notice and a chance to extract your data stored through the Services.

You may at any time voluntarily delete your account but be advised that it may prevent your access to your Account and may cause a loss of certain information including, without limitation, the User Content.

The sections of these Terms that, by their nature and content must survive any termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, Sections ‎2, ‎4, ‎5, ‎9, ‎10, ‎11, ‎12, and ‎13 will survive the termination of these Terms.

8. Third Party Interactions

The Services may be rendered through or integrated with third-party platforms, e.g. video stream apps, and may contain links to third party applications, websites, advertisers, services, offers, or other events or activities that are not owned or controlled by us. We have no control over these third-party interactions and assume no responsibility or liability for the content, privacy policies, performance or practices of any third party interactions. In addition, we will not and cannot censor or edit the content of any third-party site.

If you use the Services with any third-party’s platforms or access any third party’s website, service, or content from the Services, you do so at your own risk. By using the Services, you expressly release MobileODT (and its owners, officers, employees, agents, affiliates, or licensors) from any and all liability arising from your use of any third-party interaction including without limitation third party’s website, information, materials, products, or services. Accordingly, we encourage you to be cautious and to read the terms and conditions and privacy policy of each third-party interaction that you use.

You further agree that you are solely responsible for compliance with third-party policies and terms in connection with your use of the Services and acknowledge that MobileODT will not be held responsible for your non-compliance with such third-party policies and terms.

9. Device Warranty

If you or your organization purchased the Device directly from MobileODT then MobileODT warrants that the Device will be free from defects in material and workmanship when used normally in accordance with the then-current Terms and related documentation for a period of one (1) year from the date of delivery of Device (“ MobileODT may offer the right to purchase extended warranty coverage in conjunction with the purchase of the Device.

This Warranty does not apply: (a) to damage caused by operating the Device outside MobileODT’s instructions; (b) to damage caused by accident, abuse, misuse, fire, liquid contact, earthquake or other external cause; (c) to damage caused by use of the Device with a third party component or product; (d) to damage caused by service performed by anyone who is not a representative of the MobileODT; (e) to a Device that has been modified to alter functionality or capability without the written permission of MobileODT; (f) to any malfunctions actually resulting from the smartphone; (g) to defects caused by normal wear and tear or otherwise due to the normal aging of the Device; (h) if any serial number has been removed or defaced from the Device; (i) any stolen Device or if MobileODT receives information from relevant public authorities that the Device has been stolen; (j) if you are unable to deactivate passcode-enabled or other security measures designed to prevent unauthorized access to the Device, and you cannot prove in any way that you are the authorized user of the Device (e.g. by presenting proof of purchase); or (k) to any damages caused due to data loss if you do not back up such data onto MobileODT’s cloud platform ,through EVA System Portal, for any reason.

MOBILEODT SHALL HAVE ABSOLUTE DISCRETION TO DETERMINE WHETHER TO REPAIR OR FIX A DEFECTIVE DEVICE.

10. No Other Warranties

TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SERVICES ARE RENDERED TO YOU “AS-IS” AND “WITH ALL FAULTS AND ERRORS”.

EXCEPT FOR ANY EXPRESS WARRANTY THAT IS SPECIFIED IN THE QUOTE, MOBILEODT MAKES NO – AND DISCLAIMS ALL – REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT: THE SERVICES WILL BE ERROR-FREE, MALWARE OR ANY OTHER HARMFUL COMPONENTS; THE SERVICES WILL BE AVAILABLE AND FULLY FUNCTION AT ALL TIME; THAT THE DATA YOU PROVIDE WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

IN ADDITION TO OTHER DISCLAIMERS CONTAINED IN THESE TERMS, AND UNLESS OTHERWISE STATED IN THE APPLICABLE QUOTE, WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE SERVICES IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE SERVICES, UNLESS SPECIFIED OTHERWISE IN THE AGREEMENT(III) THAT THE APP WILL BE INTEROPERABLE OR COMPATIBLE WITH YOUR MOBILE DEVICE, OTHER SOFTWARE, HARDWARE, OR ANY EQUIPMENT, AND WE ARE NOT RESPONSIBLE FOR ANY LOSSES SUFFERED RESULTING FROM INTEROPERABILITY OR COMPATIBILITY PROBLEMS, AND/OR (IV) MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SERVICES INCLUDING THAT THE RESULTS OF USING THEM WILL MEET YOUR REQUIREMENTS). THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THEIR AVAILABILITY, RELIABILITY OR QUALITY, AND IT IS NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND INFORMATION DISPLAYED WITHIN THEM.

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES DO NOT AND CANNOT REPLACE YOUR PROFESSIONAL MEDICAL JUDGMENT; THE SERVICES ARE NOT INTENDED TO BE USED AS A STAND-ALONE SCREENING TEST (SUCH AS PAP AND HPV), DIAGNOSTIC TOOL OR TO PROVIDE MEDICAL DIAGNOSIS OR DETERMINATION. IT SHOULD SERVE AS AN AUXILIARY TOOL FOR CLINICIANS; ANY DECISION MADE OR ACTION TAKEN BY YOU OR YOUR AUTHORIZED USERS BASED ON THE SERVICES OR ITS OUTPUTS ARE YOUR SOLE RESPONSIBILITY, RISK AND LIABILITY AND WE STRONGLY ENCOURAGE YOU TO EXERCISE YOUR INDEPENDENT AND PROFESSIONAL JUDGEMENT IN EACH CASE WITH REGARD TO PATIENT EXAMINATION, DIAGNOSIS AND TREATMENT. FOR THE AVOIDANCE OF DOUBT, SERVICES INCLUDE ALL MOBILEODT DEVICES.

SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT, SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MOBILEODT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (“COVERED PARTIES”) BE LIABLE FOR ANY PERSONAL INJURY OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST DATA, PROFITS OR REVENUE AND DAMAGES RESULTED OUT OF YOUR PERFORMANCE OF YOUR PROFESSIONAL OBLIGATIONS, MEDICAL NEGLIGENCE OR YOUR FAILING TO FULFILL YOUR OBLIGATIONS UNDER THESE TERMS, CAUSED UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF MOBILEODT HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MOBILEODT AND ITS COVERED PARTIES, FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICES, EXCEED THE GREATER OF US$ 100 AND THE AMOUNT ACTUALLY PAID TO MOBILEODT BY YOU (OR YOUR ORGANIZATION) FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS AND EXCLUSIONS APPLY REGARDLESS OF WHETHER THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

MOBILEODT COMMUNICATES WITH USERS THROUGH EMAIL OR OTHER DIGITAL MEANS. IF YOU UNSUBSCRIBE FROM OR OTHERWISE BLOCK THESE EMAILS YOU WILL NOT RECEIVE INFORMATION FROM US RELATED TO MAINTENANCE, UPGRADES, UPDATES, AND OTHER CRITICAL INFORMATION. IN SUCH EVENT, MOBILEODT SHALL BEAR NO LIABILITY FOR ANY DAMAGES OR DATA LOSSES THAT MAY HAVE BEEN PREVENTED IF YOU HAD RECEIVED THE COMMUNICATION.

12. Indemnification

You agree to defend, indemnify and hold MobileODT and its affiliates, independent contractors and service providers, and each of our respective directors, officers, employees and agents harmless from and against all third-party claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) caused by, arising out of or related to (a) your use of the Services; (b) your violation of these Terms or any other applicable terms, policies, warnings or instructions provided by MobileODT or a third party in relation to the Services, (c) your violation of any applicable law (including if use of Services or part thereof is not authorized for use in your jurisdiction under applicable law or regulation) or any rights of any third party; or (d) any User Content or Feedback you provide.

Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.

13. Governing Law and Jurisdiction

12.1. If you are a US resident: These Terms shall be governed and construed in accordance with the laws of the State of New York, USA without giving effect to any conflict or choice of law provisions. You and we consent to the exclusive jurisdiction and venue of the state or federal courts of the State of New York, USA, for all disputes arising out of or relating to these Terms.

12.2. If you are a non-US resident: These Terms shall be governed and construed in accordance with the laws of England and Wales without giving effect to any conflict or choice of law provisions. You and we consent to the exclusive jurisdiction and venue of the courts of London, England, for all disputes arising out of or relating to these Terms.

Notwithstanding the foregoing, MobileODT may seek injunctive relief in any court of competent jurisdiction.

14. Waiver & Severability

Any failure by MobileODT to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid, illegal or unenforceable for any reason by a court of competent jurisdiction, the provision shall be modified to the extent necessary to make it enforceable while, to the maximum extent possible, reflecting the intent of the parties, and, in any event, shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

15. Assignment

MobileODT may assign, transfer or otherwise dispose of our rights and obligations under these Terms, in whole or in part, at any time without notice. You may not assign or transfer any rights to use the Services without our written permission.

16. Changes to these Terms

MobileODT reserves the right to revise and update these Terms from time to time in our sole discretion. Please take a look at the “LAST UPDATED” legend at the top of this page to see when these Terms were last revised. Any such revision or modification will become effective immediately upon posting of the revised Terms on our website.

Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

17. Support Services

If the Services were purchased through a third party and not directly from MobileODT, such party shall be responsible for providing you with all tiers of support. In all other cases, and subject to the payment of the applicable fees, MobileODT shall be responsible for providing you with support, in accordance with the Service Level Agreement attached hereto as Exhibit A (the “Support Services”).

18. Contact

If you have any questions (or comments) concerning these Terms, you are welcome to send us an email at: support@mobileodt.comand we will make an effort to reply within a reasonable timeframe.

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Exhibit A

Service Level Agreement

This document describes MobileODT Ltd.’s (“MobileODT”) support and maintenance services (the “Support Services”). The Support Services are available to our customers during the term indicated on their invoice.

Your satisfaction and successful use of MobileODT products is of the utmost priority for MobileODT. We will do our best to rapidly resolve any and all technical issues that may occur.

Definition of services

The MobileODT support team provides customer support to users for both the hardware and the software included in the EVA System.

Support Services include case handling (receiving, classifying, logging support requests, and the assignment thereof to our technical specialists who are responsible for troubleshooting the problem) until it is resolved.

Support Services are provided via email for users of the EVA System.

Terms of support and scope of service

Hardware

Defective hardware will be reported to MobileODT or its authorized distributor as explained in the Terms of Use under the “Warranty” section.

Hardware Support Services may include the replacement of certain or all parts of the applicable device. Any decision made in this respect is at the discretion of the Customer Support Manager, depending on the nature of the malfunction and the circumstances.

Software

MobileODT’s mobile application (EVA System App) and corresponding online EVA System Portal (collectively, “Software”). Support Services will only be provided to customers, as detailed in the Terms of Use under the “Warranty” section.

Support Services

MobileODT offers support services on tiered level based on severity.

Subject to payment by the customer of the applicable subscription fees, MobileODT shall provide the customer with the following support in the following time frames:

A Class 1 Fault: Critical technical issues consist of a total loss of core functionality in the Software.

A Class 2 Fault: A significant feature of the Software is not functioning properly; and/or the presence of a bug or failure that may result in loss of critical data that has a noticeable impact on customer business operations, but does not pause the ability of the customer to examine patients.

A Class 3 Fault: A bug or failure that does not significantly limit the Software’s operation.

Software Faults:

Fault Severity	Initial Response	Workaround	Final solution
Class 1	1 business day	Constant work until a workaround is available	20 Business Days
Class 2	2 business days	5 Business Days	20 Business Days
Class 3	3 business days	10 Business Days	Defined per case

Hardware Faults:

Fault Severity	Initial Response	Workaround	Final solution
Class 1	1 business day	Replacement parts to be shipped within 14 business days. An investigation will take place on the defective hardware.	Up to 40 business days from when the faulty hardware part\device arrives at MobileODT’s offices.
Class 2	2 business days	5 Business Days	20 Business Days
Class 3	2 business days	10 Business Days	Defined per case

“Business Day” means Monday to Thursday, excluding: (i) national holidays in the State of Israel; (ii) bank holidays in Israel or the United States; and (iii) other days in which most of the banks in Israel are closed.

A problem is considered resolved when:

Hardware: The customer received the part replacement as detailed in the Terms of Use under the “Warranty” section.
Software: The customer conforms substantially to its specifications; or

the customer has been advised on how to correct or bypass the error; or

the customer has been informed that the correction to the error will be available through a future Software upgrade or through a documentation update; or

It has been discovered that the problem falls outside the scope of the Support Services, and the customer has been notified.

If a Class 1 or Class 2 problem is to be solved with a future Software upgrade, or through a documentation update, MobileODT will advise the customer on how to bypass the error.

Notwithstanding the expected responses as written above, MobileODT does not guarantee that problems will be fixed within a specific time frame. Our Support Team will make every effort to satisfactorily resolve each incident within a timely manner.

Channels of assistance

Self-guided troubleshooting:

User Guide: The customer will receive from MobileODT a User Guide together with the EVA system. The User Guide includes, a DIY troubleshooting chapter, which identifies potential malfunctions or problems and their respective solutions.
Website support: A self-help center is provided to users with FAQs, troubleshooting https://learn.mobileodt.com
An onboarding guide (how-to use the System) is provided at https://help.mobileodt.com/

Receiving support from Distributor/MobileODT team:

If a user is operating in a country where MobileODT offers direct support users, the user must contact MobileODT support directly.

support@mobileodt.com
Postal Mail:

MobileODT, LTD, 8 Ben Avigdor St., Tel Aviv, Israel.

If a user is operating in a country where MobileODT is represented through a local distributor, the user is required to first contact their local distributor representative. The preferred way of communication is always by email.

How to communicate with MobileODT

In each communication, please include the following information:

Customer’s purchase order number;

The serial number of the hardware;

The nature of the malfunction;

Customer’s up-to-date contact information;

Other information requested by MobileODT’s team.

Support Hours

Support by MobileODT support team is provided between Monday-Friday.

Distributors will provide support for their customers in their local standard business hours.

Onboarding

Direct sale (non-distributor) customer onboarding process:

Once a customer pays or sends a Purchase Quote to MobileODT, payment is received and confirmed.

Customer Success team reaches out to the customer to assist in setting-up the account and trains the user on how to use the System.

Program admin (Key) users are asked to specify which users should be created in the system.

Users are created by the MobileODT support team and the customer is updated.

Users choose passwords.

Users are asked to review onboarding training videos found at: welcome.mobileodt.com.

https://help.mobileodt.com/(New System)

Indirect sale (distributor) onboarding process:

Once payment is received and confirmed, the distributor account manager reaches out to the customer to assist in setting-up the account and trains the user on how to use the System.