Terms of Service & EULA

1.1 The parties. This End User License Agreement and Platform Terms of Service (this 'Agreement' or 'EULA') is a binding contract between you, an individual user, and Equilibria Diagnostics, LLC, a limited liability company doing business as PMDNA ('PMDNA,' 'we,' 'us,' 'our'). It governs your access to and use of the PMDNA websites, mobile and web applications, patient portal, messaging tools, precision-dosing and decision-support features, and all related software and services (collectively, the 'Services').

1.2 How you accept. You accept this Agreement by clicking 'I agree,' by electronically signing it, by creating an account, or by accessing or using the Services, whichever occurs first. If you accept on behalf of another person as that person's authorized representative, you represent that you hold that authority and you bind both yourself and that person. If you do not agree, do not create an account and do not use the Services.

1.3 Eligibility. You must be at least 18 years of age and located in the United States or a U.S. territory to create an account in your own name. A parent or legal guardian may create and control an account on behalf of a minor and is responsible for the minor's use. We do not knowingly permit persons under 13 to create accounts, and we do not knowingly collect personal information from children under 13 in violation of the Children's Online Privacy Protection Act.

1.4 Capacity and authority. You represent that you have the legal capacity to enter this Agreement, that the information you provide is true and complete, and that you are not barred from receiving the Services under any applicable law.

1.5 Electronic contracting. You consent to contract electronically. Your click-acceptance or electronic signature has the same legal effect as a handwritten signature under the federal ESIGN Act and the Uniform Electronic Transactions Act as adopted in your state. We retain a record of your acceptance, including the date, time and IP address, and will provide a copy on request.

• Services: The PMDNA websites, applications, portal, messaging, precision-dosing and decision-support features, and related software and support.

• Provider: An independently licensed health care professional, or a professional entity, that furnishes clinical services to you through the platform. Providers are not employees or agents of PMDNA.

• Patient Agreement: The PMDNA Patient Services Agreement, Informed Consent and HIPAA Privacy Authorization, as executed by you and as amended.

• PHI: Protected health information as defined at 45 CFR § 160.103.

• User Content: Anything you submit, upload, transmit or generate through the Services, other than PHI created by a Provider in the course of treatment.

• Subscription: A recurring paid plan for access to the Services or to a category of Services.

3.1 Two documents, one relationship. The Patient Agreement and this EULA are intended to be read together. The Patient Agreement governs clinical care, telehealth consent, genetic testing consent, HIPAA privacy, and fees for clinical services. This EULA governs the software, platform, user accounts, intellectual property, acceptable use, and platform dispute resolution.

3.2 Hierarchy and conflict. In the event of any conflict between this EULA and the Patient Agreement regarding clinical services, telehealth, genetic testing, or protected health information (PHI), the Patient Agreement controls.

4.1 What you get. Subject to your compliance with this Agreement and payment of any applicable fees, PMDNA grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable limited license to access and use the Services for your personal, non-commercial use.

4.2 Reservation of rights. PMDNA and its licensors reserve all rights not expressly granted to you in this Agreement.

5.1 Prohibited conduct. You will not reverse engineer, decompile, or disassemble any part of the Services; modify, adapt, translate or create derivative works; circumvent access controls or security measures; use automated scrapers, bots, or data-extraction tools; transmit malware or viruses; or use the platform for unlawful, fraudulent, or harassing purposes.

6.1 One account per person. You may hold one account and it is personal to you. You are responsible for safeguarding your login credentials and for all activities that occur under your account.

6.2 Prompt notification. You must immediately notify PMDNA if you discover or suspect unauthorized access to or use of your account.

7.1 Administrative and technology platform. PMDNA does not practice medicine, nursing, pharmacy, or genetic counseling. PMDNA provides technological infrastructure and administrative coordination enabling you to connect with independent Providers.

7.2 Independent medical judgment. Independent Providers are solely responsible for all diagnosis, clinical advice, prescriptions, and medical decisions.

8.1 Ownership and license. You retain ownership of your User Content. You grant PMDNA a non-exclusive license to host, transmit, and process User Content solely as necessary to operate the Services and provide patient support in compliance with privacy laws.

9.1 Third-party clinical services. Clinical laboratories, compounding and retail pharmacies, and shipping carriers operate independently. PMDNA facilitates communication and data transmission with these third parties.

10.1 PHI and HIPAA compliance. All Protected Health Information (PHI) is protected in strict compliance with HIPAA, HITECH, and applicable state privacy laws as set forth in the PMDNA Notice of Privacy Practices.

11.1 Proprietary rights. PMDNA and its licensors retain all rights, titles, and interests in the trademarks, logos, patents, copyrighted text, user interfaces, algorithms, and technology of the platform.

12.1 Payment terms. Fees for software subscriptions or platform services are billed in accordance with the selected tier. Automatic renewals and cancellation terms apply as presented at the time of purchase.

13.1 Duration. This Agreement is effective upon initial acceptance and continues until terminated by either party. PMDNA may suspend or terminate access for breach of terms or security risks.

14.1 Updates and notifications. PMDNA may update this Agreement from time to time. Material modifications will be presented for review and assent upon subsequent login or via email notification.

15.1 As-is platform. Except as expressly provided, the software platform is provided 'as is' and 'as available' without warranties of any kind, express or implied, to the maximum extent permitted by law.

16.1 Scope of liability. To the fullest extent permitted by law, PMDNA's aggregate liability for platform technology issues is limited as set forth in the agreement. Nothing herein limits liability that cannot be disclaimed under applicable law.

17.1 User indemnity. You agree to defend, indemnify, and hold harmless PMDNA from claims arising from your breach of acceptable use policies or unlawful misuse of the software.

18.1 Mandatory individual arbitration. You and PMDNA agree that disputes arising out of the software and platform shall be resolved through final and binding individual arbitration administered by the American Arbitration Association (AAA).

18.2 Class action waiver. You and PMDNA agree that all claims must be brought in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

18.3 Exclusions: Medical malpractice. Claims for medical malpractice and professional negligence are explicitly excluded from this arbitration clause under Section 18.3(a).

18.4 30-day opt-out right. You have thirty (30) days from first accepting this Agreement to opt out of Section 18 arbitration by submitting the written opt-out notice in Schedule B.

19.1 Jurisdiction. This Agreement is governed by the laws of the applicable state without regard to conflict of laws principles.

20.1 App store terms. When downloaded via Apple App Store or Google Play Store, additional standard marketplace terms apply.

21.1 Regulatory compliance. The Services are subject to U.S. export controls and trade sanctions regulations.

22.1 Uncontrollable events. Neither party is liable for failure or delays caused by circumstances beyond reasonable control.

23.1 Equal access. PMDNA does not discriminate on the basis of race, color, national origin, sex, age, or disability in access to its platform.

24.1 Entire agreement and severability. This EULA, along with the Patient Agreement and Privacy Policies, constitutes the entire understanding between the parties regarding the subject matter.

25.1 Program description. PrecisionMeDNA offers an SMS text messaging program to provide registered patients with transactional updates, appointment check-ins, medication follow-ups, care reminders, and notifications when a healthcare provider replies to patient messages.

25.2 User consent and voluntary opt-in. You must explicitly opt in to receive text messages from PrecisionMeDNA by checking the dedicated SMS consent checkbox upon creating an account, updating your profile, or onboarding in the patient portal (https://app.equidx.health/patient/register). Consent to receive text messages is completely voluntary and is NOT a condition of receiving medical treatment, consultations, or purchasing products.

25.3 Message frequency. Message frequency varies depending on your appointments, care plan, and direct communication with clinical providers (typically 1 to 4 messages per care interaction or check-in).

25.4 Cost and data rates. PrecisionMeDNA does not charge a fee for text messages, but standard message and data rates may apply from your wireless carrier according to your mobile phone plan.

25.5 How to opt out (STOP). You can unsubscribe and opt out of receiving SMS messages at any time. Simply reply 'STOP' to any text message you receive from PrecisionMeDNA. Upon sending 'STOP', you will receive a single confirmation message confirming your unsubscription, and no further text messages will be sent to your mobile number unless you re-enroll.

25.6 How to get help (HELP). For assistance with our text messaging program, reply 'HELP' to any message or contact our patient support team by email at info@precisionmedna.health.

25.7 Mobile carrier disclaimer. Wireless carriers (including, but not limited to, AT&T, T-Mobile, Verizon, Sprint, and regional carriers) are not liable for delayed or undelivered messages.

25.8 Privacy protection for mobile data. We respect your privacy. Mobile phone numbers, SMS opt-in data, and consent will never be sold, rented, or shared with third parties or affiliates for marketing or promotional purposes. See our Privacy Policy at https://www.precisionmedna.health/privacy for full details.