Styku Hardware Lease Programs - Master Service Agreement

Styku Hardware Lease Program - Master Service Agreement

Last Updated: September 25, 2026

Customer agrees to this Agreement by signing or accepting an Order Form that references it, including by accepting the terms on or paying a Styku invoice, or by accepting the Styku software end user license agreement ("EULA"). Styku records the version accepted and the date of acceptance.

Parties and Structure

This Master Service Agreement ("Agreement") is between Styku LLC, a California limited liability company ("Styku"), and the business named on the Order Form ("Customer"). It governs Customer's acquisition of a Styku scanning device and Customer's subscription to the Styku software platform.

The Agreement consists of this MSA, the Order Form, Schedule A (Equipment Lease Schedule, if Customer leases the Device), and the Styku Data Processing Addendum at styku.com/dpa. If these conflict, the order of precedence is: Order Form, then Schedule A, then this MSA, then the DPA, except that the DPA controls on data protection. If this Agreement conflicts with the Styku Terms of Service at styku.com/terms or the EULA, this Agreement controls.

Definitions

• "Device" means the Styku X2L 3D body scanner, including its firmware, embedded software, and accessories shipped with it.
• "Platform" means the Styku cloud software, Styku Studio, the Styku mobile app, and related services.
• "Software Plan" means the Platform subscription tier Customer selects on the Order Form, currently Access or Elite, as described at styku.com/pricing.
• "Styku Care" means Styku's hardware protection and replacement program.
• "End User" means an individual client, member, or patient of Customer whose data is collected through the Device.

1. Hardware Lease Option

Customer chooses, via order form, to lease a Styku scanner for a monthly subscription fee.  Every Styku hardware lease requires an active Software Plan under Section 2. All lease agreements are governed by Schedule A, below.

2. Software Plans

Customer subscribes to one Software Plan, Access or Elite, at the price stated on the Order Form. Current list prices and plan features are at styku.com/pricing. Optional module add-ons are billed as stated on the Order Form.

• Software Plan fees are billed monthly in advance unless the Order Form states otherwise.
• Customer may upgrade its Software Plan at any time. A downgrade takes effect at the start of the next billing period.
• Styku may change list prices on 30 days' written notice. A change does not apply to a Lease customer during its Minimum Term.

3. Fees, payment, and term

• Customer authorizes Styku to charge the payment method on file for all Styku fees. Fees exclude taxes, which are Customer's responsibility.
• Amounts more than 15 days overdue may lead to suspension of Platform access after 10 days' written notice.
• This Agreement starts on the Order Form effective date and continues while Customer has an active Software Plan or Lease.
• Either party may terminate for the other's material breach that remains uncured 30 days after written notice.
• Lease customers: cancelling the Software Plan before the end of the Minimum Term counts as early termination of the Lease under Schedule A.
• Termination does not cancel fees already owed, amounts owed to PEAC, or the return obligations in Schedule A.

4. Warranty and Styku Care

• Leased Devices: Styku Care is included in the Lease at no additional cost for the whole lease term, provided Customer's account is current.
• The warranty and Styku Care do not cover misuse, unauthorized modification, relocation not approved by Styku, or damage from causes outside Styku's reasonable control.
• Except as stated here, Styku disclaims all implied warranties, including merchantability and fitness for a particular purpose.

5. Limitation of liability

Neither party is liable for indirect, incidental, special, or consequential damages. Each party's total liability is capped at the fees paid or payable by Customer to Styku in the 12 months before the claim. The cap does not apply to Customer's payment obligations, either party's indemnification obligations, or gross negligence or willful misconduct.

6. Indemnification

• Customer indemnifies Styku against third-party claims arising from Customer's breach of this Agreement, misuse of the Device or Platform, violation of law, or failure to obtain required End User consents.
• Styku indemnifies Customer against third-party claims that the Platform infringes a third party's intellectual property rights.

7. Insurance

Customer shall maintain commercial general liability insurance of at least $1,000,000 per occurrence for as long as it has a Device, and provide a certificate of insurance on request.

8. Governing law and disputes

• This Agreement is governed by California law, without regard to its conflict-of-laws rules.
• Any dispute will be resolved by final, binding arbitration administered by JAMS under its Streamlined Arbitration Rules, before a single arbitrator, seated in Los Angeles County, California. Judgment on the award may be entered in any court with jurisdiction.
• Either party may seek injunctive relief in the state or federal courts in Los Angeles County to protect its intellectual property or to recover the Device.
• Claims must be brought individually, not as part of a class or representative action.
• The prevailing party is entitled to its reasonable attorneys' fees and costs.

9. General

• Entire agreement. This Agreement is the entire agreement on its subject and replaces prior proposals.
• Severability. An unenforceable provision is modified to the minimum extent needed; the rest stays in effect.
• Assignment. Customer may not assign this Agreement without Styku's written consent. Styku may assign it in a merger, acquisition, or sale of assets.
• Notices. Notices must be in writing to the addresses on the Order Form. Email to a designated address counts.

Schedule A — Equipment Lease Schedule

Schedule A applies only when Customer selects the Lease on the Order Form. On the leased Device, it controls over the MSA.

A.1 Device and ownership. Styku leases one X2L Device to Customer. Styku keeps title at all times. This is a true lease: there is no purchase or buyout option, and lease payments give Customer no ownership interest. Customer shall keep the Device free of liens and at the installation address on the Order Form.

A.2 Lease fee. The lease fee is $200 per month, billed monthly in advance together with Customer's Software Plan. The Software Plan fee is separate and follows Section 2 of the MSA.

A.3 Trial period. The first 90 days after the Order Form effective date are a trial period. During it, Customer may cancel by written notice and return the Device in good working condition for a full refund of lease and Software Plan fees paid.

A.4 Minimum term. If Customer does not cancel during the trial, the Lease runs for a minimum of 18 months from the Order Form effective date, trial included ("Minimum Term").

A.5 Renewal. After the Minimum Term, the Lease automatically renews month to month at the then-current lease fee. Either party may end it on 30 days' written notice.

A.6 Early termination. If the Lease ends after the trial but before the Minimum Term is complete (by Customer's cancellation, cancellation of its Software Plan, or termination for Customer's breach), Customer owes this fee:

A.7 Styku Care. Styku Care is included for the whole lease term at no additional cost, while Customer's account is current. Styku will repair or replace a defective Device under the Styku Care terms.

A.8 Care, loss, and damage. Customer shall use the Device as instructed and tell Styku about any damage, malfunction, loss, or theft within 48 hours. Customer bears the risk of loss from delivery until Styku receives the returned Device.

A.9 Return. When the Lease ends, Customer shall return the Device within 10 business days, using the return instructions and shipping label Styku provides.

• Improper return fee: $250, if the Device comes back without its original packaging or accessories, or not packed to Styku's instructions.
• Non-return fee: $9,500, if the Device is lost, stolen, or not returned within 10 business days. Styku may charge the payment method on file.
• Damage beyond normal wear that Styku Care does not cover is charged at Styku's actual repair cost, up to $9,500.

Schedule B — HealthPass provider eligibility

Any Customer, whatever its Hardware Option or Software Plan, may apply to become a HealthPass provider. Provider enrollment, scan credits, blood test kits, consumer pricing, and any revenue share are governed only by the HealthPass Provider Terms, which Customer accepts separately. This Agreement grants no HealthPass rights or revenue share.

The Device and Platform are not FDA-cleared and are not intended to diagnose, treat, cure, or prevent any disease. They provide wellness information only, not medical advice.