Terms and Conditions of Use

Date of Last Revision: March 1, 2025

Introduction

Dayhoff Technologies Inc. and its affiliates (collectively, "Dayhoff," "we", "us", or "our") own and operate the websites located at www.dayhoff.ai, www.dayhoffvault.ai, (collectively, the "Websites"), and their associated mobile applications ("Apps"). We refer to the Websites, Apps, and other services provided by Dayhoff together herein as the "Services." In these Terms of Use, the terms "you" and "yours" refer to the person using the Services.

These terms and conditions of use ("Terms of Use") describe your rights and responsibilities with regard to the Services. Your access to and use of the Services is subject to these Terms of Use, our Privacy Policy, as well as all applicable laws and regulations. In using certain parts of the Services, you may be presented with additional or supplementary terms regarding the use of those specific Services, and you agree to review and be bound by such additional terms.

These Terms of Use Contain the Following Sections:

• Services Overview, Availability, and Eligibility
• Telehealth, Pharmacy, and At-Home Testing Services
• Your Financial Responsibility; No Insurance
• Body Membership Terms and Conditions
• Registration and Account Creation
• Privacy
• Ownership and License to Use the Services
• User Content and Dayhoff's License to Use Such Content
• Copyright Notices
• Restrictions on Use
• Disclaimer of Warranties
• Limitation of Liability
• Indemnification
• Third-Party Links and Features on the Services
• Changes to the Terms of Use and the Services
• Payments
• Termination
• Governing Law; Severability
• Dispute Resolution: Binding Arbitration Clause and Class Waiver
• Communications by Text Message and Email
• Miscellaneous Terms
• Contact Us
• Notice to Patients - Open Payments Database

1. Services Overview, Availability, and Eligibility

Overview of the Services

The Services may include (i) providing individuals with information on health care and wellness; (ii) providing individuals with pharmacy services; (iii) providing individuals with access to technology-oriented tools for addressing certain health issues; (iv) development and gathering of health care records and health care information with retention of the same for use in health care provider appointments, communications, and pharmacy services; (v) administrative support in connection with scheduling, payment for health care provider services, and payment for pharmacy services; and (vi) telecommunications support for using the Services as a means of direct access to a health care provider for communication, consultations, assessments, and treatment by such health care organizations and their providers.

Availability

Certain of our Services are currently only available to individuals located in certain states. You will be provided with notice of such limitations on availability of certain Services in your location when using those parts of the Services.

Dayhoff is based in the United States. We provide the Services for use only by persons located in the United States. We make no claims or representations that the Services or any material included in the Services are accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so at your own risk and you are solely responsible for compliance with local laws, including export laws as applicable.

Eligibility

Our Services are intended for use by you only if you are 18 years of age or over. To qualify to use the Services, the following must be true, and by accessing or using the Services, you represent and warrant that they are true:

• You are age 18 or over or, if you are accessing the Services in violation of the Eligibility requirement related to age, you otherwise have the express consent of your parent or legal guardian. Note, however, that some Services may only be available to individuals over the age of 21, and in such circumstances, you will be notified of this requirement.
• You are located in a state where we operate (depending on the type of Services).
• You agree to be legally bound by and comply with these Terms of Use.

You understand and agree that satisfying the above requirements does not guarantee that you will receive Services. In addition to the above requirements, Dayhoff and certain affiliated professional entities reserve the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to you.

To access or use the Services, you must have compatible devices, access to the Internet, and certain necessary software. Fees and charges may apply to your use of mobile services and to the Internet.

2. Telehealth, Pharmacy, and At-Home Testing Services

Telehealth Services

Telemedicine involves the delivery of health care services using electronic communications, information technology, or other means between a health care provider and a patient who are not in the same physical location. Telemedicine may be used for diagnosis, treatment, follow-up and/or related patient education, and may include, but is not limited to:

• Electronic transmission of medical records, photo images, personal health information, or other data between a patient and health care provider;
• Interactions between a patient and health care provider via audio, video, and/or data communications; and
• Use of output data from medical devices, sound, and video files.

The electronic systems used in the Services will incorporate network and software security protocols to protect the privacy and security of health information, and will include measures to safeguard your data to ensure its integrity against intentional or unintentional corruption or unlawful access.

Your Relationship with Dayhoff

Dayhoff does not provide any medical services, including via the Services. Rather, Dayhoff provides a technology platform for you to access a health care provider who is employed or contracted with a Dayhoff affiliated physician practice and obtain access to additional information, which you may or may not choose to utilize in planning your health care and wellness. The health and wellness resources made available through our Services are for informational purposes only, and are not a substitute for direct in-person health care services in all cases; nor are they an indicator of specific results.

Pharmacy Services

If you receive a prescription as a result of your use of the Services, you may select Dayhoff's pharmacy or one of our partner pharmacies (collectively, the "Dayhoff Pharmacy Network") to ship your prescription. You may also choose to have your prescription fulfilled through the pharmacy of your choice when prompted during your use of the Services.

At-home Testing Services

At-home sample collection kits and laboratory services available through the Services may require a valid order by a licensed health care provider. We or our subsidiaries have partnered with a health care provider who is licensed in your state to review your request for at-home testing (the "Reviewing Provider"). You understand and agree that at-home testing services are intended for informational, educational, and wellness purposes only. They are not intended to be diagnostic.

3. Your Financial Responsibility for Services; No Insurance

By choosing to use the Services, you are specifically choosing to obtain products and services on a cash-pay basis outside of any commercial health insurance plan or federal or state health care program. Thus, you are solely responsible for the costs of any services or products provided to you. Dayhoff and the affiliated physician practices do not accept commercial health insurance plans, are not in-network with any commercial health insurance plans, and are not enrolled with federal or state health care programs, such as Medicare and Medicaid.

4. Body Membership Terms and Conditions

This section outlines the additional terms and conditions for participating in the Dayhoff Body Program, offered through Dayhoff and its affiliated professional entities. The Dayhoff Body Program is designed to provide access to routine and necessary services for weight loss with pharmacotherapy. The Dayhoff Body program is not intended for use in emergencies or mental health crises, or by patients with specialized needs that should be treated by appropriate specialists.

YOU WILL BE AUTOMATICALLY CHARGED THE DAYHOFF BODY MEMBERSHIP FEE EVERY MONTH EVEN IF YOU DO NOT USE ALL OF THE OFFERED DAYHOFF BODY MEMBERSHIP SERVICES.

5. Registration and Account Creation

Although certain parts of the Services are accessible without creating an account, you may be required to create an account to access and use certain parts of the Services. If you create an account, you agree to provide information that is accurate, complete and correct, and to accurately maintain and update any information about yourself that you have provided to Dayhoff.

6. Privacy

Dayhoff understands the importance of confidentiality and privacy regarding your health information. Please see our Privacy Policy for information about how we collect and use your information. The Privacy Policy is hereby incorporated into these Terms of Use by reference and constitute a part of these Terms of Use.

7. Ownership and License to Use the Services

As between Dayhoff and you, Dayhoff is the sole and exclusive owner of all right, title and interest in and to the Services and their content, features and functionality. Subject to your compliance with these Terms of Use, we hereby grant to you a personal, limited, revocable, non-exclusive, and nontransferable right to view, download, access, and use the Services and Services Content solely for your personal and non-commercial use.

8. User Content and Dayhoff's License to Use Such Content

Except as provided in our Privacy Policy; or information governed by applicable federal and state-specific privacy laws and regulations; you understand and agree that any information you provide through the Services will be treated as non-confidential and non-proprietary and will become the property of Dayhoff.

9. Copyright Notices

Dayhoff reserves the right to remove any content or any other material or information available on or through our Services, at any time, for any reason. If you have objections to copyrighted content or material made available on or through our Services, you may submit a notification to privacy@dayhoff.ai.

10. Restrictions on Use

You agree that in using or accessing the Services, you will not, and will not attempt to:

• Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity
• Violate any local, state, national or international law (including export laws)
• Reverse engineer, disassemble, decompile, or translate any software or other components of the Services
• Use any robot, spider, scraper, or other automated means to access the Services without our express prior written permission
• Post, transmit or otherwise disseminate any content that is unlawful, harmful, harassing, fraudulent, threatening, abusive, libelous, defamatory, vulgar, obscene, or hateful

11. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DAYHOFF AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES.

12. Limitation of Liability

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL DAYHOFF, ITS RELATED PERSONS OR LICENSORS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY. IN NO EVENT SHALL DAYHOFF'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE GREATER OF (I) ONE HUNDRED DOLLARS ($100), OR (II) THE AMOUNT PAID BY YOU FOR ACCESSING THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM.

13. Indemnification

You agree to indemnify, defend, and hold harmless Dayhoff, its affiliates, its affiliated health care practices, its subsidiaries, and all of their directors, officers, employees, contractors, licensors, suppliers, representatives, and agents from and against any and all third-party claims, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses relating to or arising from your use of the Services.

14. Third-Party Links and Features on the Services

The Services may contain hyperlinks, plug-ins, products, or features operated by third parties ("Third-Party Services"). Such Third-Party Services are not under our control, therefore, we are not responsible for the information, products or services described by, or for the content or features of any such Third-Party Services.

15. Changes to the Terms of Use and the Services

The Services are continually under development, and Dayhoff reserves the right to review or remove any part of these Terms of Use in its sole discretion at any time and without prior notice to you. You should check the Terms of Use from time to time when you use the Services to determine if any changes have been made.

16. Payments

You agree to pay all fees due for services requested at checkout and pursuant to all payment terms presented to you when engaging in transactions. Prices are subject to change at any point in our sole discretion.

EXCEPT AS OTHERWISE SET FORTH IN ANY RETURN OR REFUND POLICY PROVIDED TO YOU ON THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT DUE TO THE NATURE OF THE PRODUCTS AND SERVICES PURCHASABLE THROUGH THE SERVICES ANY APPLICABLE FEES AND OTHER CHARGES ARE NOT REFUNDABLE IN WHOLE OR IN PART.

17. Termination

The Terms of Use will remain in full force and effect as long as you continue to access or use the Services. You may terminate the Terms of Use at any time by discontinuing use of the Services. Dayhoff may terminate or suspend any of the rights granted by these Terms of Use and your access to and use of the Services with or without prior notice, for any reason, and at any time.

18. Governing Law; Severability

These Terms of Use and your use of the Services shall be governed by the laws of the State of Texas, without giving effect to the principles of conflict of laws. Subject to the requirement to arbitrate set forth in Section 19, exclusive jurisdiction for all disputes that do not require arbitration will be the state and federal courts located in Dallas, Texas, and you consent to the jurisdiction of those courts.

19. Dispute Resolution: Binding Arbitration Clause and Class Action Waiver

As detailed herein, the Terms of Use mandate that all disputes between you and Dayhoff be resolved first through an informal dispute resolution process. In the event informal resolution fails, the Terms of Use further mandate that all disputes (except those identified in Section 19.3) be formally resolved through binding arbitration.

19.1 Informal Dispute Resolution

For any and all disputes between you and Dayhoff, the parties shall use their best efforts to informally settle the dispute. To initiate informal dispute resolution, you must send a written description of the dispute to privacy@dayhoff.ai.

19.2 Binding Arbitration

After the parties have engaged in a good-faith effort to resolve their dispute(s) in accordance with the Informal Dispute Resolution process, and only if those efforts fail, then either party may initiate arbitration.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THESE TERMS AND ARBITRATION AGREEMENT, YOU AND DAYHOFF ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

19.3 Exceptions to Arbitration

Either party may elect to have disputes or claims resolved in a small claims court regardless of what forum the filing party initially chose, provided the disputes or claims are within the scope of that court's jurisdiction.

19.4 30-Day Right to Opt Out

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions by sending written notice of your decision to opt-out to privacy@dayhoff.ai. The notice must be sent within 30 days of March 1, 2025 or your first use of the Services, whichever is later.

20. Communications by Text Message and Email

By opting-in to receive text (SMS) messages from Dayhoff or by sending Dayhoff an initial text message, you consent to receiving text messages regarding your Dayhoff account and use of the Services. You can opt-out of any of Dayhoff's SMS services at any time by texting "STOP" to the message received.

21. Miscellaneous Terms

This is the entire agreement between you and Dayhoff relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.

22. Contact Us

If you have any questions about these Terms of Use, please contact us at:
privacy@dayhoff.ai

23. Notice to Patients - Open Payments Database

For informational purposes only, a link to the federal Centers for Medicare and Medicaid Services (CMS) Open Payments web page is provided. The federal Physician Payments Sunshine Act requires that detailed information about payment and other payments of value worth over ten dollars ($10) from manufacturers of drugs, medical devices, and biologics to physicians and teaching hospitals be made available to the public. You may search this federal database at: https://openpaymentsdata.cms.gov/