Reservation Agreement
Thank you for your reservation (a “Reservation”). We appreciate your early interest and support in OSDx and look forward to delivering the Device (as defined below) to you. This Reservation Agreement (this “Agreement”) is entered into between you and AI4Eyes Medical Technologies Inc. (“AI4Eyes”, “we”, “our” or “us”) and sets forth the terms and conditions that apply to your Reservation for an OSDx hardware device, designed for rapid dry eye assessments as further described at https://www.aiforeyes.com/ (a “Device”). The Device has an accompanying AI diagnostics and treatment suggestion software platform (the “Software”). This Agreement is only for the Reservation of a Device, and is not a contract of sale.
BY SUBMITTING A RESERVATION, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE DISSATISFIED WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CANCEL YOUR RESERVATION. THIS AGREEMENT HAS BEEN ENTERED INTO AS OF THE DATE YOU SUBMITTED YOUR RESERVATION.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE, THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT.
By accepting this Agreement, you agree to be bound by this Agreement, as well as AI4Eyes’ Privacy Policy located at https://www.aiforeyes.com/privacy-policy, as it may be amended from time to time.
Reservation Fee
In consideration for the granting of the Reservation, you shall pay to AI4Eyes a fee (the “Reservation Fee”) of $200 for each Device reserved under this Reservation. The Reservation Fee is payable upon execution of this Agreement by e-transfer or through a third-party payment processor.
Purchase of Device
Submitting a Reservation and paying the Reservation Fee allows you the opportunity to be one of the first to purchase a Device. The estimated purchase price of the Device is US$15,000 plus applicable taxes and fees (the “Purchase Price”). The Purchase Price is exclusive of the subscription price and any fees for the Software. When the Device becomes available, you will be offered the ability to purchase the Device at a 50% discount (the “Initial Discount”), with your Reservation Fee applied to such purchase. If you reserve and purchase more than 25 of the Devices, you will be offered an additional 10% discount (the “Additional Discount”) on the purchase of each Device. The Initial Discount, and the Additional Discount if applicable, apply solely to the Device and not to the Software.
We will notify you via the email address you indicated at the time of your Reservation when the Device becomes available. To proceed with the purchase, follow the instructions in the email notice. Failure to do so may lead to your Reservation being cancelled, delayed or suspended. Any purchase of a Device will be subject to your acceptance of AI4Eyes’ standard terms and conditions of sale for the Device in effect at the time of purchase.
Delivery of Device
Upon purchase of a Device, AI4Eyes will arrange delivery of the Device to the address indicated by you during your purchase. Any applicable shipping fees will be calculated and payable when you purchase the Device, in addition to the Purchase Price. All delivery arrangements will be provided upon your purchase of the Device.
Reservation
When submitting a Reservation, you must provide your first and last name, email address and method of payment. You must promptly notify us by email at [reservations@aiforeyes.com] in the event any of your information that you submitted as part of your Reservation changes or otherwise becomes inaccurate.
You further acknowledge and agree to the following:
• your submission and our acceptance of a Reservation does not constitute (a) an offer or agreement for the purchase of a Device, (b) a down payment in connection with the purchase of a Device, or (c) a guarantee of a Device or delivery of a Device within a specific time period;
• any statements provided by us regarding the expected production, release or delivery date for a Device are purely informational in nature and are not guarantees;
• the amount you pay as part of your Reservation will not accrue interest or change in value during the term of your Reservation;
• this Agreement and your Reservation do not include access to or a subscription for the Software, which must be purchased separately;
• Device models and images are shown for illustration purposes only and may include features that are not available on the production model. We reserve the right to change specifications, equipment and options at any time in our sole discretion, with or without notice; and
• you are not permitted to sell, give away or otherwise transfer your Reservation to any person without our prior written consent.
Please note that there is a risk that the Device you have reserved may never be produced or that the release date will be significantly delayed. AI4EYES DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE DEVICE YOU HAVE RESERVED WILL BE AVAILABLE FOR PURCHASE BY YOU.
Cancellations and Refunds
If you choose to cancel your Reservation or not purchase a Device, then AI4Eyes will refund your Reservation Fee. If we are unable to ship the Device to you by June 2027, or if we otherwise cancel your Reservation, we will promptly refund you the Reservation Fee to the payment method you provided. We reserve the right to cancel your Reservation for any reason.
Disputes and Governing Law
Any dispute or claim arising out of or relating to this Agreement will be referred to and finally resolved by arbitration administered by the Vancouver International Arbitration Centre (VanIAC) pursuant to its applicable Rules. The place of arbitration shall be Vancouver, British Columbia, Canada and the language of the arbitration shall be English. The number of arbitrators shall be one. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that this Agreement specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary
damages. This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
General
If any portion of this Agreement declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be removed from this Agreement and the other provisions shall remain in full force and effect. You agree that if AI4Eyes does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which AI4Eyes has the benefit of under any applicable law), this will not be taken to be a formal waiver of AI4Eyes’ rights and that those rights or remedies will still be available to AI4Eyes. The
sections of “Indemnity”, “Disputes and Governing Law” and “General” will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect. This Agreement is the entire agreement between us related to the subject matter in this Agreement. This Agreement replaces and supersedes all prior or contemporaneous agreement, representation or discussion, whether oral or written, and may not be changed except in writing signed by us. This Agreement may be executed in counterparts and may be executed
and delivered by facsimile or electronic transmission and all such counterparts will constitute one and the same agreement.
