PLEASE READ THIS AGREEMENT CAREFULLY.  IT AFFECTS YOUR AND EXO’S RIGHTS. BY CLICKING “AGREE AND CONTINUE,” YOU HEREBY AGREE AND CONSENT TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS PREORDER/RESERVATION AGREEMENT.

This Preorder/Reservation Agreement (these “Terms” or “Agreement”) governs the placing of a preorder/reservation (“Preorder”) with Exo Imaging, Inc. (“Exo” or “we” or “us”) for one or more portable ultrasound imaging probes (“Exo Device” or “Exo Devices”). Please read all of these Terms carefully before clicking “Agree and Continue,” and submitting your Preorder. By submitting your Preorder, you agree to be legally bound by these Terms.

1. No Obligations

Each Preorder you submit for an Exo Device acts as a non-binding reservation for a future purchase of the Exo Device. You are under no obligation to purchase an Exo Device from us, and we are under no obligation to supply you with an Exo Device.

These Terms do not constitute an agreement for the sale of an Exo Device and do not lock in pricing, a firm production slot, a firm delivery date, or specific Exo Device configuration. To complete the purchase of an Exo Device, you will need to execute Exo’s Standard Terms and Conditions of Use, which will include additional terms and conditions, including the Order Confirmation for the Exo Devices you ultimately select. Payment for your selected Exo Device(s), including taxes and other governmental fees, will be required pursuant to Exo’s Standard Terms and Conditions of Use.

We may decline Preorders to avoid over-subscription or as we deem appropriate in our sole discretion. If your Preorder is declined, you will be notified.

2. Preorder Eligibility: Age and Residency; Entity Preorders

To Preorder an Exo Device, you must be at least 18 years of age, a resident of the United States, and (a) a licensed physician or other medical practitioner in good standing and trained to use ultrasound, or (b) purchasing on behalf of a licensed physician or medical practitioner in good standing who is trained to use ultrasound. By agreeing to these Terms, you represent and warrant to us that you are at least 18 years of age, a resident of the United States, and either (a) a licensed physician or other medical practitioner in good standing and trained to use ultrasound, or (b) purchasing on behalf of a licensed physician or medical practitioner in good standing who is trained to use ultrasound. If you are Preordering an Exo Device on behalf of a company, organization or entity (an “Entity”) located in the United States, you represent and warrant that you have the authority to bind that Entity to these Terms and such Entity agrees to be bound by these Terms.

3. Registration

When placing a Preorder for an Exo Device, you represent and warrant that all information provided is accurate, and it is your responsibility to keep this information current at any time by emailing exosupport@exo.inc . Exo shall not be liable for inaccurate or outdated information.

4. Payment

You will not be charged a fee when you place your Preorder.

5. No Guarantee of Delivery Date

You are preordering an Exo Device without specifying the model, features, and options, including any Exo-associated workflow software. We will endeavor to produce and deliver your selected Exo Device(s), and your priority will be set by our manufacturing schedule, our delivery and service operations availability, and execution of Exo’s Standard Terms and Conditions of Use. There is no guarantee as to the delivery date based on your Preorder.

6. Cancellation/Refund

You may cancel your Preorder at any time by sending an email to exosupport@exo.inc from the address you used to make the preorder or an updated address you have added to your Exo account by contacting exosupport@exo.inc . Exo may cancel your Preorder at any time without cause.

7. Exo Device Configuration

You understand that we may not have completed the manufacturing of the Exo Device at the time of your Preorder, and specifications are subject to change at any time. By agreeing to these Terms, you represent and warrant that you understand that the Exo Device configuration may change prior to execution of Exo’s Standard Terms and Conditions of Use.

8. Privacy Policy and Terms of Use

Please read our Privacy Policy and Exo’s Standard Terms and Conditions of Use carefully to understand the data we collect and our practices regarding your information and how it will be treated. If you have questions regarding our Privacy Policy or Exo’s Standard Terms and Conditions of Use, you should contact us by email at exosupport@exo.inc .

9. Force Majeure

The obligations of you and Exo under this Agreement will be suspended to the extent that such party is wholly or partially precluded from complying with its obligations under this Agreement by force majeure. Force majeure includes, but is not restricted to, fire, storm, flood, earthquake, explosion, accident, act of the public enemy, war, rebellion, insurrection, sabotage, outbreak, epidemic, public health emergency, quarantine restriction, labor dispute, labor shortage, transportation embargo or failure, curtailment or delay in transportation, act of God, act (including laws, regulations, orders, advisories, disapprovals or failure to approve) of any government or public health agency or authority, whether national, statewide, municipal, or otherwise, or any other event or circumstance beyond such party’s control.

10. Severability

If, for any reason, a court of competent jurisdiction finds any provision, or portion of this Agreement, to be unenforceable, the remainder of this Agreement shall continue in full force and effect, and the unenforceable provision shall be deemed to be modified solely to the extent necessary to make it enforceable.

11. Modification

This Agreement may not be modified, altered or amended unless expressly agreed to in writing and signed by Exo.

12. No Waivers

The failure by Exo to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Exo.

13. Assignment

You may not assign your rights under these Terms without our express prior consent. Exo may assign these Terms at our discretion without your consent. Any assignment in violation of this Agreement will be null and void.

14. No Resellers; Discontinuation; Cancellation

Exo and its affiliates may unilaterally cancel any order that we believe has been made with the intent to resell the Exo Device or otherwise has been made in bad faith. Exo may also cancel your order if an Exo Device, feature, or option is discontinued after you place your order.

15. Limitation of Liability

No Consequential or Indirect Damages. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL EXO OR ANY OF ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS, AND PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT A PROPOSED DEFENDANT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

Maximum Liability. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL EXO’S OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO EXO PURSUANT TO THIS AGREEMENT.

17. Choice of Law

This Agreement, its subject matter and its formation, and any related non-contractual disputes or claims are governed by the laws of the State of Delaware, without regard to choice or conflict of law principles.  

18. Text Messages, Notifications, and Telephone Calls

By agreeing to this Agreement, you also consent to receive emails to any email address(es) you provide. You further understand and agree that these communications may contain your non-public information. You explicitly confirm that this consent covers the use of these contact methods to call or send text messages to the wireless telephone number(s) and to send text or email messages to the email address(es) you provide, for which you may incur a charge. Separately, we may seek your prior express written consent for marketing text messages or telephone calls. For all communications, you can control permission for calls, texts, or push notifications in the Exo app or by contacting exosupport@exo.inc .

19. Entire Agreement

Your Preorder confirmation and these Terms will be deemed the final and integrated agreement between you and us on the matters contained in these Terms as it relates to a Preorder. It shall supersede all prior and contemporaneous representations, warranties, agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.