Terms of Service

DRAFT FOR ATTORNEY REVIEW. Original starting draft prepared for Biomarker Health. Not legal advice; must be reviewed and finalized by a licensed healthcare attorney before it goes live in production.

1. Agreement to These Terms

These Terms of Service ("Terms") are a binding agreement between you ("you," "your," or "Patient") and Biomarker Health Holdings LLC, doing business as Biomarker Health ("Biomarker Health," "we," "us," or "our"). They govern your access to and use of our website at biomarker-health.web.app, our mobile and web applications, our telehealth platform, our in-clinic services, and any related services we provide (collectively, the "Services").

By creating an account, checking a box indicating your acceptance, or using any part of the Services, you confirm that you have read, understood, and agree to these Terms and to our Privacy Policy and Notice of Privacy Practices, each incorporated here by reference. If you do not agree, do not use the Services.

2. Who We Are and What We Do

Biomarker Health is a health and wellness company operating a physical clinic in Orlando, Florida and an affiliated telehealth platform. Our Services may include:

• On-site blood draws performed by licensed nurse practitioners and the ordering of biomarker laboratory panels;
• Telehealth consultations connecting you with independent, licensed healthcare providers;
• Where clinically appropriate and prescribed by a licensed provider, customized hormone optimization, peptide, and GLP-1 treatment plans based on your age, history, lab results, and health profile;
• Educational health content and account-management tools.

Biomarker Health is a technology and clinic-operations company. It is not a medical practice and does not itself practice medicine or provide medical advice. Clinical decisions, diagnoses, and prescriptions are made solely by the independent licensed healthcare providers who treat you, in their professional judgment.

3. Not for Emergencies

The Services are not for medical emergencies. If you are experiencing a medical emergency, call 911 or go to the nearest emergency room immediately. Do not use the Services to request emergency care. We do not offer 24/7 monitoring and cannot guarantee that any provider or staff member will see your message in time to address an urgent situation.

If you are having thoughts of self-harm or are in crisis, call or text 988 (the Suicide & Crisis Lifeline) or 911.

4. Eligibility

To use the Services you must:

• Be at least 18 years of age;
• Be physically located in a U.S. state or jurisdiction where we and our providers are authorized to offer the Services at the time of your visit (currently Florida);
• Have the legal capacity to enter into these Terms;
• Provide accurate, current, and complete information about yourself and your health.

The Services are intended for use within the United States only. Certain Services may be unavailable in your location due to state licensing and regulatory requirements.

5. The Nature and Limits of Telehealth

Telehealth involves the delivery of health services using electronic communications rather than an in-person visit. By using our telehealth Services you acknowledge and agree that:

• Telehealth has potential benefits (convenience, access) and potential limitations (a provider cannot physically examine you, and technology may fail or delay communication);
• A provider may determine that your condition is not appropriate for telehealth and may recommend in-person care;
• The same standards of confidentiality and professional conduct that apply to in-person care apply to telehealth;
• You consent to receive care via telehealth, and you may withdraw that consent at any time without affecting your right to future care.

A separate Informed Consent to Telehealth is required before your first consultation.

6. No Guarantee of Treatment or Prescription

Whether you receive any particular treatment, medication, or prescription is determined solely by your treating provider based on their clinical judgment, your lab results, your medical history, and applicable law. Submitting a request, completing an intake, or paying a fee does not guarantee that you will be prescribed any medication or accepted for any treatment plan. A provider may decline to treat you, may discontinue treatment, or may refer you elsewhere at any time.

Hormone, peptide, and GLP-1 therapies carry risks and are not appropriate for everyone. You are responsible for disclosing your complete and accurate health history and for following your provider's instructions, including monitoring and follow-up.

7. Laboratory Services

Where lab testing is part of your Services, samples may be collected on-site or at a partner facility and analyzed by an independent, certified laboratory. Lab results are made available to your provider and to you through your account. Lab results are one input into clinical decision-making and should always be interpreted by a qualified provider; do not self-diagnose or self-treat based on results.

8. Accounts and Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You agree to:

• Provide accurate registration information and keep it up to date;
• Notify us immediately of any unauthorized use or suspected breach;
• Not share your account, impersonate another person, or create an account for anyone other than yourself.

We may suspend or terminate accounts that we reasonably believe are being used in violation of these Terms or applicable law.

9. Payments, Subscriptions, and Refunds

• Fees. You agree to pay all fees for the Services you select, as described at the point of purchase. Membership, subscription, and treatment-plan pricing will be disclosed before you are charged.
• Recurring billing. If you enroll in a membership, you authorize us (or our payment processor) to charge your payment method on a recurring basis until you cancel. Membership fees are billed monthly, and your membership automatically renews on an annual basis unless you cancel before the renewal date.
• Cancellation. You may cancel a membership at any time through your account or by contacting legal@biomarkerhealth.com. Cancellation takes effect at the end of the current billing period.
• Refunds. Membership and service fees are refundable only if you have not used any services, received any laboratory testing, or received any products during that billing period. Once you have received any services, laboratory testing, or products in a billing period, the fees for that billing period are non-refundable.
• Insurance. The Services are provided on a cash-pay basis and are not billed to insurance. You are responsible for all charges.
• Third-party costs. Medication and pharmacy costs may be billed separately by the dispensing pharmacy and are subject to that pharmacy's terms.

10. Your Responsibilities and Acceptable Use

You agree not to:

• Provide false, misleading, or incomplete health information;
• Use the Services for any unlawful purpose or to obtain medications for resale, diversion, or use by anyone other than yourself;
• Attempt to access another user's data or any non-public area of our systems;
• Interfere with, disrupt, reverse-engineer, scrape, or overload the Services;
• Upload malicious code or violate the rights of others.

Misuse of prescription medications, including hormones, peptides, and GLP-1 drugs, can be dangerous and may be illegal. The Services may not be used to circumvent the clinical judgment of a provider.

11. Intellectual Property

The Services, including all software, text, graphics, logos, and content we provide (excluding your personal data and third-party content), are owned by Biomarker Health or its licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for their intended personal, non-commercial purpose. You may not copy, modify, distribute, or create derivative works from the Services without our written permission.

12. Third-Party Services and Links

The Services may rely on or link to third parties (for example, payment processors, laboratories, pharmacies, and cloud-infrastructure providers). We are not responsible for the content, products, or practices of third parties. Your use of third-party services may be governed by their own terms and privacy policies.

13. Disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY HEALTH OUTCOME WILL BE ACHIEVED.

The technology platform provided by Biomarker Health does not constitute the practice of medicine and is not a substitute for the professional judgment of your treating provider.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIOMARKER HEALTH AND ITS OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR DATA, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES. OUR TOTAL LIABILITY FOR ANY CLAIM RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for gross negligence, willful misconduct, or matters relating to the quality of medical care that are governed by other law.

15. Indemnification

You agree to indemnify and hold harmless Biomarker Health and its affiliates from any claims, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of your misuse of the Services, your violation of these Terms, or your violation of any law or the rights of a third party.

16. Dispute Resolution and Arbitration

Note for counsel: Confirm enforceability, the consumer opt-out mechanism, and any legally required carve-outs before this goes live. Arbitration and class-action-waiver provisions are heavily regulated and vary by state.

Except where prohibited by law, you and Biomarker Health agree that any dispute arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its applicable rules, rather than in court, and that claims may be brought only on an individual basis and not as part of a class action. Either party may bring an individual claim in small-claims court where eligible.

This Section does not apply to claims that, by law, cannot be subject to mandatory arbitration.

17. Governing Law

These Terms are governed by the laws of the State of Florida and applicable U.S. federal law, without regard to conflict-of-laws principles. Subject to Section 16, the state and federal courts located in Orange County, Florida will have jurisdiction over any matter not subject to arbitration.

18. Changes to the Services and to These Terms

We may modify the Services or these Terms at any time. If we make material changes, we will provide reasonable notice (for example, by posting the updated Terms with a new effective date or by notifying you through the Services). Your continued use after changes take effect constitutes acceptance of the revised Terms.

19. Termination

You may stop using the Services at any time. We may suspend or terminate your access if you violate these Terms, if required by law, or to protect the Services or other users. Provisions that by their nature should survive termination (including Sections 11, 13, 14, 15, 16, and 17) will survive.

20. Miscellaneous

• Entire agreement. These Terms, together with the documents referenced here, are the entire agreement between you and Biomarker Health regarding the Services.
• Severability. If any provision is found unenforceable, the remaining provisions remain in effect.
• No waiver. Our failure to enforce any provision is not a waiver.
• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

21. Contact Us

Biomarker Health Holdings LLC d/b/a Biomarker Health Orlando, Florida Email: legal@biomarkerhealth.com