MOICHOR, INC.

TERMS AND CONDITIONS

EFFECTIVE DATE: FEBRUARY 15, 2020

Welcome to Moichor.com! These Terms and Conditions govern the use of the Moichor services, which include Moichor’s website, mobile applications, and the laboratory testing and consulting services for the analysis of blood samples of pets (collectively, the “Services”) that we provide to you, the client veterinary clinic or practitioner (“you”, “your”). These terms are entered into between you and Moichor, Inc. (“Moichor,” “we,” “us” or “our”), and may be supplemented by any terms appearing on or with our invoices and billing statements to you (collectively, the “Terms”).In the event of a conflict, unless otherwise agreed in writing by Moichor, the terms and conditions stated herein control.Your use of the Services, including the website or submission of specimens for analysis, constitutes your acceptance of these Terms.

The Services comprise a website and portal where you can create an account, create new test orders for your pet patients, view test results, and contact Moichor representatives for technical and other support relating to the Services (the support function may also be available via phone and email). You represent and warrant that you have obtained all consents, releases and waivers required from pet owners or pet guardians under applicable state, federal or local law(s) to disclose any information to us, including pet related medical information.

Moichor grants you a limited, non-exclusive, non-transferable, and revocable license to use the Services for their intended purposes subject to your compliance with the Terms. You may not copy, modify, distribute, sell, or lease any part of the Services. Unless such restriction is prohibited by law or you have Moichor’s written permission, you may not reverse engineer or attempt to extract the source code of the Services. You may only access the Services through the interfaces that Moichor provides for that purpose (for example, you may not “scrape” the Services through automated means or “frame” any part of the Services), and you may not interfere or attempt to disrupt the Services in any way.

Some parts of the Services may allow you to upload or submit content (such as text, images, and other materials). You retain all rights in any content that you upload or submit, and are solely responsible for that content. You grant Moichor a non-exclusive, royalty-free, worldwide, transferable, sublicensable license to use, store, reproduce any such content for the purposes of operating, providing, and improving the Services. Moichor may, in its sole discretion, remove or take down any content that you upload or submit to the Services for any reason, including violation of these Terms or any other Moichor policies.

Non-registered users may only be able to access limited aspects of the Services.In order to access the full extent of the Services, you may be required to register for, or be an authorized user of, a registered user account (an “Account”).You agree to provide us with accurate, complete, and updated Account information, including a valid credit card for payment.Failure to do so may interfere with our ability to provide the Services to you, and may result in termination of your Account.You agree to (i) keep your password confidential and use only your Account login and password when logging in, (ii) ensure that you log out from your account at the end of each session interacting with the Services, and (iii) immediately notify us of any unauthorized use of your Account and/or password.You are fully responsible for all activities that occur under your Account, even if such activities or uses were not committed by you.We will not be liable for any loss or damage arising from unauthorized use of your password or your failure to comply with this paragraph. If you are using your Account on behalf of a clinic or practitioner, you represent and warrant that you have the necessary authority to bind the clinic or practitioner to these Terms and that you are agreeing to these Terms on behalf of the clinic or practitioner.

To initiate a new test, you will need to provide the following information (note this list is not exhaustive and we may request additional information, as needed): Patient name, date of birth, species, gender, age, weight, external pet ID, sample ID, validation code, type of test, name of ordering veterinarian, level of urgency and whether the veterinarian should be notified when the test is completed. You understand that we are unable to commence our testing and provide accurate results unless all necessary information is submitted along with the pet specimen.

Once you create 3 or more tests, Moichor will send you a prepaid overnight shipping label and arrange for the duly collected and packaged specimens to be picked up.

All pet specimens (including shipments containing hazardous substances) must be collected, packaged, marked and otherwise prepared for shipment by you in suitable containers in accordance with the instructions provided by Moichor, sound commercial practices, carrier requirements and all applicable state, local and federal laws. You will use the collection, packaging and shipping materials provided to you by Moichor including but not limited to, microscope containers, microscope slides, blood tubes, cold packs and boxes. Unless otherwise specified by Moichor, for each pet specimen, you will provide two unstained peripheral blood slides (made using the machine provided by Moichor), and a microcontainer containing blood. You will affix the shipping label provided by Moichor and include an itemized specimen list with each shipment. Please note that we require a minimum of three (3) specimens to be sent in a single shipment. Please ensure that the specimens are appropriately stored/preserved until they are ready to be sent. Moichor reserves the right to reject pet specimens that don’t comply with the requirements set forth in these Terms or other instructions issued by Moichor.

The fee for a single specimen analysis is forty dollars (US$40.00), however we require a minimum of three (3) specimens to be sent in a single shipment.Volume discounts and advance order discounts are available.Please contact us at Support@moichor.com or 401-749-0194 for further details.

You shall also be responsible to pay all applicable customs, duties, sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by these Terms, excluding only taxes based on Moichor’s net income. You agree to indemnify, defend, and hold Moichor, its officers, directors, consultants, employees, successors and assigns harmless from all claims and liability arising from your failure to report or pay any such taxes, duties or assessments.

Payment in advance by credit card is required for all clients, and will be charged for each specimen submission by you prior to us providing the materials and information required to submit a specimen for analysis.

Upon timely delivery of specimens, we will use commercially reasonable efforts to meet standard turnaround times.We will advise you if we receive specimens in damaged, contaminated, or improperly preserved condition, or which do not meet specimen volume requirements.We reserve the right to refuse to accept or to rescind acceptance of any specimen which, in our sole judgment, is likely to pose any unreasonable risk in handling and/or analysis. 

All specimens become the property of Moichor upon delivery to a Moichor facility.After we report analytical results to you, we will generally retain whole blood specimens in our storage facilities for forty-eight (48) hours, and serum specimens for six (6) days, however, we may archive certain processed microscope slides, in de-identified form, for research, analysis and educational purposes as well as for improving the Services.

We may return to you unused portions of specimens found or suspected to be hazardous, or to contain hazardous materials according to state or federal guidelines upon completion of the analytical work. We will not accept or analyze human specimens. We may invoice you (and charge your credit card on file) for the cost of returning such specimens.

We may provide equipment for taking and/or preparing specimens for submission.We reserve the right to charge a fee for such equipment if not returned in good condition upon request.

We shall retain copies of reports of specimen analysis only for as long as reasonably necessary, provided that we may retain reports and analysis of specimen (in deidentified form) in our database for internal research and statistical purposes as well as for improving the Services.

We agree to maintain in confidence all of your proprietary and nonpublic materials, data, reports, plans, records, technical and other information disclosed to us by you in the course of our performance of the Services (your “Confidential Information”), and to use such Confidential Information only for the purpose of providing the Services to you.We shall protect your Confidential Information with the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized use or further disclosure of the Confidential Information as we use to protect our own similar information.We may disclose your Confidential Information to only those employees and contractors who a) have a need to know in order for us to provide the Services to you and b) are bound by a legally enforceable obligation to us to maintain the confidentiality of your Confidential Information consistent with these Terms.

Confidential Information does not include information or data which a) is or becomes publicly known through no breach of the Terms by us; b) is lawfully provided to us by a third party with no obligation of confidentiality; c) is independently developed by us without reference to or use of your Confidential Information; d) is required to be disclosed by law or a court order or e) you agree we may further disclose.You agree we may reference, use, and disclose de-identified and/or aggregated data included in our analyses, reports, or other services, for marketing, promotional, published research, and other public dissemination purposes.In any instance in which we are required by law, regulation, or order of a court or government agency of competent jurisdiction to disclose your Confidential Information, we will, to the extent not prohibited, promptly notify you.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOICHOR DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.

WE ARE NOT LIABLE FOR FAILURE TO PERFORM DUE TO CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL.UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR LOSS OF PROFIT OR USE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, INCLUDING WITHOUT LIMITATION FOR LOSS OF GOODWILL, DATA OR EQUIPMENT OR FOR BUSINESS INTERRUPTION, ARISING FROM THE SALE OR PROVISION OF THE SERVICES OR FAILURE OR DELAY IN DELIVERING THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

OUR ENTIRE LIABILITY TO YOU IN CONNECTION WITH THE PROVISION OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER CAUSE OF ACTION, SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE INSTANCE OF THE SERVICES FROM WHICH SUCH LIABILITY DIRECTLY ARISES.YOU AGREE WE HAVE NO LEGAL RESPONSIBILITY FOR THE PURPOSES FOR WHICH YOU USE THE SERVICES OR ANY ANALYSES, REPORTS, OR OTHER RESULTS RELATING THERETO.

We shall not accept any specimen submission, purchase order, or other order for work that includes any terms or conditions that vary from these Terms, and we hereby object to any conflicting terms contained in any acceptance or order submitted by you.

You agree to defend, indemnify and hold harmless Moichor and its officers, directors, employees, agents, affiliates, and business partners (each, an "Indemnified Party") from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ and experts’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from your unauthorized use of the Services or from any breach by you of these Terms, including without limitation any actual or alleged violation of any law, rule or regulation.

Occasionally there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to pricing, test descriptions, promotional offers, and speed of delivery of results. Moichor reserves the right to correct any errors, inaccuracies or omissions and to change or update information or refuse or cancel orders if any information on the Services is inaccurate at any time without prior notice (including after you have submitted your order and/or have been charged).

To the extent Moichor collects your personal information, it does so to respond to your request for the Services or information about the Services, to fulfill our obligations to you under test orders or contracts, to arrange for and process payments owed by you in connection with such orders or contracts, or for other limited purposes.Moichor does not share your personal information with third parties unless required to do so by law, or as reasonably necessary to provide Services.Moichor may, however, reference, use, and disclose de-identified and/or aggregated data included in our analyses, reports, or other services, for marketing, promotional, published research, and other public dissemination purposes. We may also use your personal information to send you educational information, information about upcoming events, information about new tests that become available, and information about products and services offered by Moichor and its partners that we think may be of interest to you.Please note that your information will be stored and processed in the United States, even if you are located outside of the United States.

Moichor collects the personal information you provide to us regarding your patients, including name, pet/animal type/name, contact information, date of birth, medical information, etc. associated with specimen submissions.Moichor will only use this information to provide the Services to you, and will retain this personal information for only as long as reasonably necessary.Moichor will not use your patients’ personal information for its own direct marketing purposes, and will not provide it to third parties except as may be necessary to perform the Services. Moichor may, however, reference, use, and disclose de-identified and/or aggregated data included in our analyses, reports, or other services, for marketing, promotional, published research, and other public dissemination purposes.

We will take reasonable measures to protect the integrity and security of all personal information held by us, but you should keep in mind that no measure is expected to be one hundred percent (100%) effective.

These Terms, the Services, and the transactions contemplated hereby, and all related disputes between the parties arising from relating to these Terms, whether in contract, tort, or otherwise, shall be governed by the laws of the State of California, without reference to California’s conflict of laws principles, and any related legal actions must be brought in the court of appropriate jurisdiction in the County of Alameda, California, which shall have exclusive jurisdiction.You hereby waive any claim of lack of jurisdiction or inconvenient forum. YOU AND WE WAIVE TRIAL BY JURY IN ANY LEGAL ACTION ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS.The prevailing party in any such legal action shall be entitled to an award of its reasonable legal fees and costs.

These Terms, subject to any amendments, modifications, or additional agreements you enter into with Moichor, shall constitute the entire agreement between you and Moichor with respect to the Services and any use of the Services. If any provision of these Terms is found to be invalid by a court of competent jurisdiction, that provision only will be limited to the minimum extent necessary and the remaining provisions will remain in full force and effect.

Moichor’s failure to monitor or enforce a provision of these Terms does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or these Terms as a whole.

You may not assign any of your rights, licenses or obligations under these Terms. Any such attempt at assignment by you shall be void.

We may update or change these Terms from time to time by posting a new version with the “Effective Date” above reflecting the date of such new version.

If you have any questions, or comments about these Terms please contact Moichor at:

Moichor, Inc.

127 Bayo Vista Ave Apt 209

Oakland, CA 94611

Email: mattC@moichor.com