PRISM LABS API EVALUATION TERMS OF USE

Effective Date: July 26, 2026

These Evaluation Terms of Use (this "Agreement"), are entered into by and between Prism Labs, Inc., a Delaware corporation with offices at 110 S. Fairfax Avenue, Suite 230, Los Angeles, CA 90036 ("Prism"), and the individual or entity that accepts this Agreement in the manner described below ("Evaluator") (each, a "Party," and together, the "Parties"), for the sole purpose of Evaluator’s internal, non-production evaluation of the Prism Platform (as defined below). This Agreement becomes effective as of the date Evaluator checks the acceptance box presented with this Agreement or otherwise clicks to accept it, or, if earlier, the date Evaluator first accesses or uses the Platform (the "Effective Date"). By checking that acceptance box, clicking to accept, or by accessing or using the Platform, the individual accepting this Agreement on Evaluator’s behalf represents and warrants that they have authority to bind Evaluator, and Evaluator agrees to be bound by this Agreement. This Agreement is binding on Evaluator, and takes effect, upon such acceptance or use, without requiring any counter-signature or further action by Prism. Subject to the terms and conditions below, the Parties agree as follows.

1. Purpose; No Production or Live Customer Use. Evaluator wishes to evaluate Prism’s proprietary body composition scanning and analysis technology, including any related SDKs, APIs, software, and documentation made available by Prism (collectively, the "Platform"), solely to assess its suitability for a potential future commercial relationship with Prism. This Agreement governs that evaluation only. Evaluator shall not use the Platform in any live, production, or commercial environment, or in connection with any actual customers, patients, members, or end users of Evaluator or any third party (each, a "Live Customer"). If the Parties wish to proceed to a commercial or production deployment, they will negotiate and enter into a separate definitive license agreement, and this Agreement will have no further force or effect other than with respect to any surviving obligations.
2. License Grant; No Fees. Subject to the terms of this Agreement, Prism grants Evaluator a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free license during the Term to access and use the Platform solely (a) in a non-production, sandbox, or test environment, (b) for Evaluator’s internal purpose of evaluating the Platform’s features and functionality, and (c) using only test, synthetic, or other non-live data as described in Section 4 (collectively, the "Permitted Purpose"). No fees are payable by Evaluator for this license or its use of the Platform during the Term.
3. Restrictions. Evaluator will not, and will not permit any third party to:

1. use the Platform for any purpose other than the Permitted Purpose, including any live, production, revenue-generating, or customer-facing use;
2. make the Platform available to, or process any data of or relating to, any Live Customer, patient, or actual end user;
3. modify, translate, or create derivative works of the Platform;
4. decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Platform, or reduce it by any means to human-perceivable form;
5. sublicense, resell, distribute, lease, rent, or otherwise transfer or make available the Platform or any access thereto to any third party;
6. remove, obscure, or alter any proprietary notices on or in the Platform; or
7. use the Platform in any unlawful manner, for any unlawful purpose, or in a manner inconsistent with this Agreement or any Applicable Law (as defined in Section 4).

4. Evaluation Data Only; No Personal or Live Customer Data. Evaluator represents, warrants, and agrees that it will not transmit, upload, input, or otherwise provide to Prism any personal data, protected health information, biometric data, or other information relating to an identified or identifiable individual, including any data of a Live Customer (collectively, "Personal Data"), in connection with its use of the Platform, and will use only synthetic, de-identified, or its own personnel’s voluntarily-provided test data for the Permitted Purpose. Because no Personal Data or Live Customer data is contemplated under this Agreement, no data processing addendum is attached hereto; if the Parties later wish to use Personal Data in connection with the Platform, they will first execute a mutually agreed data processing addendum and a definitive commercial agreement. "Applicable Laws" means all applicable federal, state, local, and foreign laws, rules, and regulations, including those relating to data privacy, security, and protection.
5. Ownership. As between the Parties, Prism owns all right, title, and interest in and to the Platform, and all Intellectual Property Rights embodied therein. Evaluator owns all right, title, and interest in its own pre-existing materials, technology, and data. There are no implied licenses under this Agreement, and each Party reserves all rights not expressly granted herein. "Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and any other intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.
6. Feedback. Evaluator may provide Prism with comments, suggestions, or feedback regarding the Platform ("Feedback"). Prism may use, disclose, reproduce, license, and otherwise exploit any Feedback without restriction or compensation to Evaluator, provided that Feedback will not be deemed to include Evaluator’s Confidential Information unless Evaluator expressly identifies it as such in writing.
7. Confidentiality. Each Party agrees to hold the other Party’s Confidential Information in confidence, and not to use or disclose it except as necessary to perform under this Agreement, during the Term and for three (3) years thereafter (or, with respect to trade secrets, for so long as such information remains a trade secret under Applicable Law). "Confidential Information" means non-public information disclosed by one Party to the other in connection with this Agreement, including the Platform, the terms of this Agreement, and each Party’s business, technical, and financial information, but excludes information that (a) is or becomes publicly available through no fault of the receiving Party, (b) was rightfully known to the receiving Party without restriction before disclosure, (c) is independently developed without use of or reference to the disclosing Party’s Confidential Information, or (d) is rightfully received from a third party without restriction. A Party may disclose the other Party’s Confidential Information to the extent required by law or valid legal process, provided it gives the disclosing Party reasonable advance notice where legally permitted.
8. Disclaimer of Warranties. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. PRISM DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR ACCURATE. THE PLATFORM IS PROVIDED FOR EVALUATION PURPOSES ONLY, IS NOT INTENDED FOR AND SHALL NOT BE USED FOR ANY DIAGNOSTIC, MEDICAL, OR CLINICAL DECISION-MAKING PURPOSE, AND HAS NOT BEEN VALIDATED FOR PRODUCTION USE.
9. Limitation of Liability. EXCEPT FOR A PARTY’S BREACH OF SECTION 3 (RESTRICTIONS), SECTION 4 (EVALUATION DATA ONLY), OR SECTION 7 (CONFIDENTIALITY): (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED FIVE THOUSAND DOLLARS ($5,000).
10. Indemnification. Each Party (the "Indemnifying Party") will indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents (the "Indemnified Party") from and against any third-party claim, and any resulting losses, damages, and reasonable expenses (including reasonable attorneys’ fees), arising from the Indemnifying Party’s breach of Section 3 (Restrictions), Section 4 (Evaluation Data Only), or Section 7 (Confidentiality), or its violation of Applicable Law. The Indemnified Party will provide the Indemnifying Party with prompt written notice of any such claim, and the Indemnifying Party will control the defense and settlement thereof (subject to the Indemnified Party’s prior written consent, not to be unreasonably withheld), with the Indemnified Party’s reasonable cooperation at the Indemnifying Party’s expense.
11. Term and Termination. This Agreement commences on the Effective Date and continues for ninety (90) days (the "Term" or "Evaluation Period"), unless earlier terminated as provided herein or extended by the Parties in writing. This Agreement will automatically terminate, without further action by either Party, upon the Parties’ execution of a definitive license agreement covering the Platform. Prism may revoke Evaluator’s access to the Platform at any time, for any reason or no reason, upon notice to Evaluator. In addition, either Party may otherwise terminate this Agreement for any reason upon seven (7) days’ prior written notice to the other Party, or immediately upon written notice for the other Party’s breach of Section 3 or Section 4. Upon any expiration or termination of this Agreement: (a) the license granted in Section 2 will immediately terminate and Evaluator will cease all access to and use of the Platform; (b) Evaluator will promptly return to Prism, or destroy and certify the destruction of, all copies of the Platform and Prism’s Confidential Information in its possession; and (c) Sections 4 through 10 and this Section 11(c), and Section 12, will survive any expiration or termination of this Agreement.
12. General. 

1. Governing Law; Venue. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles, and the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California.
2. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all of its assets. This Agreement binds and benefits the Parties’ permitted successors and assigns.
3. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship, and neither Party may bind the other.
4. Force Majeure. Neither Party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) resulting from causes beyond its reasonable control.
5. Notices. All notices to Evaluator under this Agreement will be in writing and delivered by email to the email address associated with Evaluator’s account, or otherwise provided by Evaluator to Prism, in connection with Evaluator’s registration for or access to the Platform. All notices to Prism will be delivered by email to legal@prismlabs.tech.
6. Entire Agreement. This Agreement constitutes the entire understanding of the Parties regarding its subject matter, and supersedes all prior or contemporaneous discussions or agreements regarding that subject matter. It may be amended only by a written instrument signed by authorized representatives of both Parties, and may be executed in counterparts and by electronic signature, each of which will be deemed an original.

ACCEPTANCE OF TERMS OF USE

BY CHECKING THE ACCEPTANCE BOX PRESENTED WITH THIS AGREEMENT, OR BY OTHERWISE ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT ON BEHALF OF THE ENTITY YOU REPRESENT. IF YOU DO NOT HAVE AUTHORITY TO BIND SUCH ENTITY, OR IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT CHECK THE ACCEPTANCE BOX AND MAY NOT ACCESS OR USE THE PLATFORM. YOUR ACCEPTANCE OF THIS AGREEMENT IS EFFECTIVE AND BINDING IMMEDIATELY UPON SUCH ACTION, WITHOUT REQUIRING ANY COUNTER-SIGNATURE OR FURTHER ACCEPTANCE BY PRISM.

Prism will retain a record of the date, time, and manner of Evaluator’s acceptance of this Agreement, together with the company or entity name, individual name, title, and email address provided by Evaluator in connection with its registration for or access to the Platform.

‍

_{A list of data subprocessors can be found at www.prismlabs.tech/subprocessors}