Terms and Conditions of Use

Dayhoff Technologies Inc.

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.dayhoffhealth.com, www.dayhoff.ai, and www.dayhoffvault.ai (collectively, the "Websites"), and their associated mobile applications ("Apps"). We refer to the Websites, Apps, at-home testing services, and all other services provided by Dayhoff collectively 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, our HIPAA Notice of Privacy Practices, and all applicable laws and regulations. In using certain parts of the Services, you may be presented with additional or supplementary terms, and you agree to review and be bound by such additional terms.

IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS OF USE, YOU MAY NOT USE THE SERVICES. THE TERMS OF USE ARE SUBJECT TO CHANGE AS PROVIDED IN SECTION 17.

Table of Contents

1. Services Overview, Availability, and Eligibility
2. Telehealth, Pharmacy, and At-Home Testing Services
3. Your Financial Responsibility; No Insurance
4. Dayhoff Body Membership Terms and Conditions
5. Registration and Account Creation
6. Privacy and Health Information
7. Ownership and License to Use the Services
8. At-Home Test Kits, Biological Samples, and Laboratory Services
9. Research, Research Studies, and Study Participations
10. User Content and Dayhoff's License
11. Copyright Notices and DMCA
12. Prohibited Uses
13. Disclaimer of Warranties
14. Limitation of Liability
15. Indemnification
16. Third-Party Links and Features
17. Changes to These Terms and the Services
18. Payments, Subscriptions, and Refunds
19. Termination
20. Governing Law; Severability
21. Dispute Resolution: Binding Arbitration and Class Action Waiver
22. Communications by Text Message and Email
23. Miscellaneous Terms
24. Contact Us
25. 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 for use in health care provider appointments, communications, and pharmacy services; (v) administrative support in connection with scheduling and payment for health care provider services; (vi) telecommunications support for using the Services as a means of direct access to a health care provider; and (vii) at-home sample collection kits and CLIA-certified laboratory testing and analysis services.

Availability

Certain Services are currently only available to individuals located in certain states. You will be provided with notice of such limitations when using those parts of the Services. Dayhoff is based in the United States and provides the Services for use only by persons located in the United States. Access to the Services may not be legal for certain persons or in certain countries. If you access the Services from outside the United States, you do so at your own risk and are solely responsible for compliance with local laws, including applicable export laws.

Eligibility

Our Services are intended for individuals who are 18 years of age or older. By accessing or using the Services, you represent and warrant that:

• You are 18 years of age or older (or, if accessing the Services in violation of this age requirement, you have the express consent of a parent or legal guardian). Note that some Services may only be available to individuals over the age of 21, and you will be notified of this requirement where applicable.
• You are located in a state where we operate (depending on the type of Services).
• You have the full legal capacity and authority to enter into these Terms of Use.
• You agree to be legally bound by and comply with these Terms of Use.

Satisfying the above requirements does not guarantee that you will receive Services. Dayhoff and its affiliated professional entities reserve the right to change or add requirements at any time in their sole discretion. To access the Services, you must also have compatible devices, Internet access, and any necessary software. Fees and charges may apply to your use of mobile services and Internet access.

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 related patient education, and may include, without limitation:

• 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 incorporate network and software security protocols to protect the privacy and security of health information, and include measures to safeguard your data 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 through which you may access health care providers who are employed by or contracted with a Dayhoff-affiliated physician practice, and may obtain access to additional health and wellness information. The health and wellness resources made available through the 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. You are solely responsible for all decisions you make regarding your health and medical care.

Pharmacy Services

If you receive a prescription as a result of your use of the Services, you may select a pharmacy from the Dayhoff Pharmacy Network to fill and ship your prescription, or you may choose to use 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 licensed health care providers who may 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, and results are not a substitute for professional medical advice.

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. You are solely responsible for the costs of any services or products provided to you. Dayhoff and its 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 or Medicaid.

Dayhoff makes no representation that any services or products obtained through the Services are eligible for reimbursement under any health benefit plan, flexible spending account, health savings account, or other third-party payer program. You are encouraged to review your own benefit plan documents to determine your coverage.

4. Dayhoff Body Membership Terms and Conditions

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

Membership benefits, pricing, and included services may change from time to time. We will provide reasonable advance notice of material changes to your membership before such changes take effect. Continued participation in the program after the effective date of any changes constitutes your acceptance of the revised program terms.

5. Registration and Account Creation

Certain parts of the Services are accessible without creating an account. However, you may be required to create an account to access and use certain parts of the Services, including at-home testing services and telehealth consultations. If you create an account, you agree to:

• Provide information that is accurate, complete, and current;
• Promptly update any information to keep it accurate and current;
• Maintain the confidentiality of your account credentials and not share your password with any third party;
• Immediately notify Dayhoff of any unauthorized use of your account or any other breach of security; and
• Be responsible for all activities that occur under your account.

Dayhoff reserves the right to refuse registration, cancel any account, or remove or edit content, in its sole discretion and without prior notice, including if we believe that you have violated these Terms of Use or if we have been unable to verify your identity. You may not create an account on behalf of another individual without that individual's express consent.

6. Privacy and Health Information

Dayhoff understands the importance of confidentiality and privacy regarding your health information. Please review our Privacy Policy and our HIPAA Notice of Privacy Practices (available at dayhoffhealth.com/hipaa) for detailed information about how we collect, use, and disclose your information.

Because Dayhoff operates a CLIA-certified laboratory that analyzes human biological specimens and produces health reports, much of the information you share with us — including your biological sample, sequencing data, and test results — may constitute Protected Health Information (PHI) governed by HIPAA. Our HIPAA Notice of Privacy Practices supplements the Privacy Policy and controls in the event of any conflict with respect to PHI. Both the Privacy Policy and the HIPAA Notice of Privacy Practices are incorporated into these Terms of Use by reference.

7. Ownership and License to Use the Services

Dayhoff's Intellectual Property

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. The Services, and all designs, text, graphics, pictures, images, content, videos, packaging, formulas, ingredients, technology, know-how, information, data, recommendations, results, and software contained in or comprising the Services (collectively, the "Materials") — except for User Content as defined in Section 10 — are the property of Dayhoff or Dayhoff's licensors, and are protected by United States and international copyright, trademark, trade secret, patent, and other intellectual property laws.

License to You

Subject to your compliance with these Terms of Use, we hereby grant to you a personal, limited, revocable, non-exclusive, and non-transferable right to view, download, access, and use the Services and Materials solely for your personal, non-commercial use. This license does not include the right to: (i) sublicense, sell, resell, transfer, assign, or commercially exploit the Services or Materials; (ii) modify or create derivative works based upon the Services or Materials; (iii) reproduce, publicly display, or distribute the Services or Materials in any way not expressly permitted by these Terms; or (iv) access the Services using automated means without Dayhoff's express written permission.

Software and Mobile Applications

Your use of any software, including mobile applications ("Software"), that is not accompanied by a separate license agreement is governed by the license granted in these Terms. Your license to such Software is limited to use of the object code on a single device. You may not reverse engineer, decompile, or disassemble any Software, except to the extent expressly permitted by applicable law.

Feedback

If you provide Dayhoff with any ideas, suggestions, improvements, or other feedback regarding the Services ("Feedback"), you grant Dayhoff a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, modify, incorporate, and commercialize such Feedback without restriction or compensation to you.

8. At-Home Test Kits, Biological Samples, and Laboratory Services

Test Kit Purchase and Use

Test kits purchased through the Services are intended for personal, non-commercial use only. You may not resell, transfer, or offer to sell any test kit, subscription, or Materials, or any portion thereof. All test kits must be used in accordance with the instructions provided. Dayhoff is not responsible for invalid or inconclusive results arising from improper sample collection or failure to follow kit instructions.

Sample Collection and Submission

You must collect and submit your biological sample using only the Dayhoff-provided collection kit and in strict accordance with the instructions included. Submission of a biological sample constitutes your representation and warranty that: (i) the sample is your own; (ii) you have not previously submitted the same or substantially similar sample in connection with a separate test order; and (iii) you are submitting the sample voluntarily and for personal health and wellness purposes only.

At-home testing services may require a valid order from a licensed health care provider and may be subject to state-specific restrictions. You will be notified if at-home testing services are unavailable in your state.

Sample Ownership and Disposition

You retain ownership of your biological sample. By submitting a sample to Dayhoff's laboratory, you grant Dayhoff and its laboratory partners a limited license to process, analyze, and use your sample solely as necessary to provide the Services. Following the completion of analysis, physical biological samples are typically retained for 30–90 days for quality control purposes, then destroyed in accordance with applicable biohazard disposal regulations. You may request written confirmation of your sample's disposition by contacting privacy@dayhoff.ai.

You may not re-use, transfer, or request the return of your biological sample after submission. Dayhoff is not able to return biological samples after receipt at the laboratory.

Results and Limitations

Test results are provided through your Dayhoff account. You acknowledge and agree that: (i) test results are intended for informational, educational, and wellness purposes only; (ii) results are not intended as a diagnosis or substitute for professional medical advice; (iii) the scientific understanding of the microbiome and related health insights is continually evolving, and results may change or be updated over time; and (iv) results may be affected by factors including, but not limited to, sample quality, collection timing, current medications, and temporary health states.

9. Research, Research Studies, and Study Participations

Internal Research — No Additional Consent Required

By using the Services and submitting a biological sample, you consent to the use of your de-identified, pseudonymized, and aggregate data for Dayhoff's internal research purposes. Internal research includes improving data analysis methods and AI models, enhancing the accuracy and personalization of microbiome reports, identifying connections between microbiome composition and health outcomes at a population level, and performing quality control and laboratory validation. Internal research uses only de-identified, pseudonymized, or aggregate forms of your data — your personal identity is never associated with research outputs. You may opt out of internal research at any time by contacting studies@dayhoff.ai with the subject line "Research Opt-Out."

Dayhoff Research Studies — Explicit Consent Required

From time to time, Dayhoff may conduct structured scientific studies governed by IRB-approved protocols that require the use of individual-level data ("Research Studies"). Participation in Research Studies is strictly voluntary and requires your separate, explicit consent by way of a study-specific Consent Form before any individual-level data is used. You may decline any Research Study invitation without affecting your access to the Services.

Third-Party Study Participations — Separate Consent Form Required

Dayhoff may offer optional research collaborations between Dayhoff and third-party institutions ("Study Participations"). Study Participations are governed by IRB approval, a separate study-specific informed Consent Form, and contractual data use agreements between Dayhoff and each collaborating institution. Participation is voluntary and declining will not affect your Services.

Withdrawal of Research Consent

You may withdraw your consent for any Research Study or Study Participation at any time by submitting a written request to studies@dayhoff.ai with the subject line "Consent Withdrawal." Previously completed research activities using your data cannot be reversed or recalled.

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

The Services may include features that allow you to post, transmit, or submit content, such as profiles, posts, photos, feedback, experiences, suggestions, notes, messages, and videos (collectively, "User Content"). You are solely responsible for all User Content that you choose to submit. By submitting User Content, you represent and warrant that: (i) you own or have all necessary rights to the User Content; (ii) your User Content does not infringe any third-party intellectual property rights, privacy rights, or other legal rights; and (iii) your User Content complies with these Terms of Use and all applicable laws.

You grant Dayhoff a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, modify, adapt, publish, translate, distribute, and display your User Content in connection with operating and improving the Services. Dayhoff has the right (but not the obligation) to screen, reject, retain, or remove any User Content that infringes any intellectual property rights, violates these Terms, or is otherwise objectionable, in Dayhoff's sole discretion.

Except as provided in our Privacy Policy or as governed by applicable federal and state privacy laws, information you provide through the Services that does not constitute Protected Health Information, Sensitive Personal Information, or personally identifiable information will be treated as non-confidential and non-proprietary and may be used by Dayhoff as permitted in these Terms.

11. Copyright Notices and DMCA

All content and materials on the Services are protected by copyright and other intellectual property laws. Dayhoff reserves the right to remove any content or material available on or through the Services at any time, for any reason, without prior notice.

If you believe that any content on the Services infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our designated agent with the following information in writing:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
• Information reasonably sufficient to permit us to contact you, including your address, telephone number, and email address;
• A statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; and
• A statement made under penalty of perjury that the information in the notification is accurate.

DMCA notices and counter-notifications should be submitted to: privacy@dayhoff.ai.

12. Prohibited Uses

As a condition for using the Services, you represent and agree not to engage in any of the following prohibited activities:

• Any resale, offer to sell, or commercial (non-personal) use of test kits, subscriptions, Services, or Materials;
• Distribution, public performance, or public display of any test kits, subscriptions, or Materials without a separately executed written agreement with Dayhoff;
• Impersonating any person or entity, or misrepresenting your affiliation with a person or entity, or creating false or deceitful identities to place orders or access the Services;
• Any modification, adaptation, or creation of derivative works based on the Services or Materials, or any portion thereof;
• Reverse engineering, disassembling, decompiling, or translating any software or other components of the Services;
• Using any robot, spider, scraper, data mining tool, or other automated means to access or download data from the Services without Dayhoff's express prior written permission;
• Violating any applicable local, state, national, or international law or regulation, including without limitation applicable export laws;
• Transmitting or uploading any material that contains viruses, Trojan horses, malware, or any other harmful or disruptive code;
• Interfering with or disrupting the integrity, security, or performance of the Services;
• Posting or transmitting any content that is unlawful, harmful, harassing, fraudulent, threatening, abusive, libelous, defamatory, vulgar, obscene, or otherwise objectionable;
• Collecting, harvesting, or using any personally identifiable information from the Services without explicit authorization;
• Submitting biological samples from any person other than yourself without that person's express written consent;
• Using the Services in connection with any medical emergency or acute health crisis; or
• Encouraging or enabling any other party to do any of the above.

Dayhoff reserves the right to investigate and take appropriate action against any violation of these prohibitions, including termination of your account and referral to law enforcement authorities.

13. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES, THE MATERIALS, AND ALL TEST RESULTS AND HEALTH INSIGHTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. DAYHOFF AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

DAYHOFF DOES NOT WARRANT THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, OR CURRENT; OR (IV) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. NO INFORMATION OR ADVICE OBTAINED BY YOU FROM DAYHOFF OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

THE SERVICES ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE. HEALTH INSIGHTS AND RECOMMENDATIONS PROVIDED THROUGH THE SERVICES ARE BASED ON POPULATION-LEVEL RESEARCH AND STATISTICAL MODELS AND MAY NOT APPLY TO YOUR INDIVIDUAL CIRCUMSTANCES. DAYHOFF DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE CLINICAL VALIDITY OR UTILITY OF ANY TEST RESULTS.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DAYHOFF, ITS AFFILIATES, AFFILIATED HEALTH CARE PRACTICES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND — INCLUDING LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR LOSS OF GOODWILL — ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF DAYHOFF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL DAYHOFF'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE SERVICES EXCEED THE GREATER OF: (I) ONE HUNDRED DOLLARS ($100.00); OR (II) THE TOTAL AMOUNT PAID BY YOU TO DAYHOFF FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

The limitations of liability set forth herein are fundamental elements of the basis of the bargain between Dayhoff and you. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for consequential or incidental damages, so some of the above limitations may not apply to you.

15. Indemnification

You agree to indemnify, defend (at Dayhoff's option), and hold harmless Dayhoff, its affiliates, affiliated health care practices, subsidiaries, and all of their respective 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 (including reasonable attorneys' fees) arising from or related to:

• Your access to or use of the Services, including any test results or health insights provided;
• Any User Content you submit, post, or transmit through the Services;
• Your violation of these Terms of Use or any applicable law or regulation;
• Your violation of any rights of any third party, including intellectual property rights, privacy rights, or rights of publicity; or
• Any biological samples you submit that are not your own.

16. Third-Party Links and Features

The Services may contain hyperlinks, integrations, plug-ins, products, or features operated by third parties ("Third-Party Services"). Such Third-Party Services are not under our control, and we are not responsible for their information, content, products, services, privacy practices, or security. The inclusion of a link or integration to any Third-Party Service does not imply endorsement by Dayhoff. We encourage you to review the terms of use and privacy policies of any Third-Party Services you access. If you decide to access any Third-Party Services through the Services, you do so entirely at your own risk.

We may also integrate with third-party health and fitness platforms (e.g., Apple Health) at your direction. By enabling such integrations, you authorize Dayhoff to receive data from those platforms in accordance with our Privacy Policy.

17. Changes to These Terms and the Services

Dayhoff reserves the right to modify these Terms of Use at any time. Changes will be effective upon posting the revised Terms of Use on our website, unless a longer notice period is required by applicable law. For material changes, we will provide prominent notice on our website and, where appropriate, notify you by email or through the Services before changes take effect. Your continued use of the Services after the effective date of revised Terms of Use constitutes your acceptance of those changes.

The Services are continually under development. Dayhoff reserves the right to modify, suspend, or discontinue any part of the Services at any time with or without prior notice to you. Dayhoff shall not be liable to you for any modification, suspension, or discontinuation of the Services.

You should check the Terms of Use periodically to determine whether any changes have been made. The date of last revision at the top of this document reflects the most recent update.

18. Payments, Subscriptions, and Refunds

Payments

You agree to pay all fees and charges due for products and services requested at checkout, pursuant to all payment terms presented to you when engaging in transactions through the Services. All fees are stated in U.S. dollars. Prices are subject to change at any time at Dayhoff's sole discretion. If prices change for a subscription or membership, we will notify you in advance.

Subscription Auto-Renewal

Certain Services, including the Dayhoff Body Program, are offered on a recurring subscription basis. By purchasing a subscription, you authorize Dayhoff to automatically charge you the applicable subscription fee at the then-current rate at the start of each billing period until you cancel. You may cancel your subscription at any time by contacting us at privacy@dayhoff.ai or through your account settings, subject to any applicable cancellation policies. Cancellation will take effect at the end of the then-current billing period. Downgrading or cancelling your subscription will not result in a refund for the current billing period.

Refund Policy

EXCEPT AS OTHERWISE SET FORTH IN ANY RETURN OR REFUND POLICY EXPRESSLY PROVIDED TO YOU ON THE SERVICES, AND EXCEPT AS REQUIRED BY APPLICABLE LAW, ALL FEES AND OTHER CHARGES ARE NON-REFUNDABLE IN WHOLE OR IN PART DUE TO THE NATURE OF THE PRODUCTS AND SERVICES PURCHASABLE THROUGH THE SERVICES. THIS INCLUDES TEST KITS WHERE THE SAMPLE HAS BEEN COLLECTED OR SUBMITTED.

If you receive a defective or damaged test kit, please contact our support team within 7 days of receipt. We will arrange for a replacement kit at no additional charge at our discretion.

Chargebacks

If you initiate a chargeback with your financial institution in relation to a charge that you have authorized under these Terms of Use, Dayhoff reserves the right to suspend or terminate your account and dispute the chargeback. Fraudulent chargebacks may be reported to appropriate authorities.

19. Termination

These Terms of Use will remain in full force and effect as long as you continue to access or use the Services. You may terminate these Terms of Use at any time by discontinuing your use of the Services and, if applicable, canceling your account.

Dayhoff may, in its sole discretion, immediately terminate or suspend your account and/or your right to access and use the Services, with or without prior notice, for any reason, including without limitation if we reasonably believe you have violated these Terms of Use. Upon any termination, all provisions of these Terms that by their nature should survive — including, without limitation, ownership provisions, disclaimers, indemnity, limitations of liability, the arbitration clause, and any outstanding payment obligations — will survive.

20. Governing Law; Severability

These Terms of Use and your use of the Services are governed by the laws of the State of Texas, without giving effect to any choice of law or conflict of law provisions. Subject to the requirement to arbitrate set forth in Section 21, exclusive jurisdiction for all disputes that do not require arbitration will be in the state and federal courts located in Dallas County, Texas, and you hereby consent to the personal jurisdiction of those courts for such purposes.

If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will continue in full force and effect. Any waiver of any provision of these Terms of Use will be effective only if in writing and signed by an authorized representative of Dayhoff. Failure by Dayhoff to enforce any right or provision will not constitute a waiver of that right or provision.

21. Dispute Resolution: Binding Arbitration and Class Action Waiver

21.1 Informal Dispute Resolution

For any dispute arising out of or relating to these Terms of Use or the Services, the parties shall first use their best efforts to informally settle the dispute. To initiate informal dispute resolution, you must send a written description of your dispute to privacy@dayhoff.ai. The parties agree to negotiate in good faith for at least thirty (30) days from the date of receipt of the written notice before initiating formal arbitration.

21.2 Binding Arbitration

If the parties are unable to resolve a dispute informally as described above, then — except as provided in Section 21.3 — any dispute, claim, or controversy arising out of or relating to these Terms of Use, our Privacy Policy, the Services, or any products or services purchased through the Services shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes, as then in effect. The arbitration will be conducted by a single neutral arbitrator and will take place in Dallas, Texas, or at a mutually agreed location. The AAA Rules are available at www.adr.org. The arbitrator's award shall be in writing and binding, and judgment may be entered on the award in any court of competent jurisdiction.

BY AGREEING TO ARBITRATION, YOU AND DAYHOFF ARE EACH WAIVING THE RIGHT TO A JURY TRIAL TO THE MAXIMUM EXTENT PERMITTED BY LAW.

21.3 Exceptions to Arbitration

Notwithstanding the above, either party may: (i) elect to resolve a dispute in a small claims court of competent jurisdiction, provided the dispute qualifies; or (ii) bring a lawsuit solely for injunctive or other equitable relief to prevent unauthorized use or abuse of the Services or to protect intellectual property rights, without first engaging in the informal dispute resolution or arbitration process described above.

21.4 Class Action Waiver

YOU AND DAYHOFF AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ARBITRATION OR ACTION. UNLESS BOTH YOU AND DAYHOFF EXPRESSLY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE AS TO ANY CLAIM, THEN THE ARBITRATION REQUIREMENT WILL NOT APPLY TO THAT CLAIM AND IT WILL BE RESOLVED IN COURT PURSUANT TO SECTION 20.

21.5 Arbitration Fees

Payment of all arbitration filing fees and arbitrator compensation will be governed by the AAA Rules. If your claim is for $10,000 or less, Dayhoff will pay all such fees unless the arbitrator determines that your claim is frivolous. Dayhoff will not seek its attorneys' fees or costs in arbitration unless the arbitrator determines your claim is frivolous.

21.6 30-Day Right to Opt Out

You have the right to opt out of the arbitration and class action waiver provisions set forth in this Section 21 by sending written notice of your decision to opt out to privacy@dayhoff.ai within thirty (30) days of March 1, 2025, or within thirty (30) days of your first use of the Services, whichever is later. Your notice must include your name, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms of Use.

22. Communications by Text Message and Email

By creating an account or by opting in to receive text (SMS) messages from Dayhoff, you consent to receiving text messages regarding your Dayhoff account, test status, health insights, and use of the Services. Standard message and data rates may apply, and message frequency may vary. You may opt out of SMS communications at any time by replying "STOP" to any message received from Dayhoff, or by contacting us at privacy@dayhoff.ai. After opting out, you may receive a single confirmatory message.

By providing your email address in connection with the Services, you consent to receiving emails from Dayhoff about your account, test results, and the Services. You may opt out of promotional emails at any time by following the unsubscribe instructions in any promotional email. You will continue to receive operational and transactional communications necessary for the Services regardless of your email marketing preferences.

You represent that you are the owner or authorized user of any email address or phone number you provide to us. You agree to indemnify Dayhoff for any claims arising from your provision of an email address or phone number that is not your own.

23. Miscellaneous Terms

These Terms of Use (together with the Privacy Policy, the HIPAA Notice of Privacy Practices, and any additional terms presented to you in connection with specific Services) constitute the entire agreement between you and Dayhoff with respect to the subject matter hereof and supersede all prior and contemporaneous communications, representations, understandings, and agreements, whether oral or written, between the parties with respect to the same subject matter.

You may not assign or transfer any of your rights or obligations under these Terms of Use without Dayhoff's prior written consent. Dayhoff may freely assign its rights and obligations under these Terms of Use. Subject to the foregoing, these Terms of Use will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

The section headings in these Terms of Use are for convenience only and have no legal or contractual effect. "Including" and its variations mean "including without limitation." References to "days" mean calendar days unless otherwise specified.

These Terms of Use do not create any agency, partnership, joint venture, employment, or franchise relationship between you and Dayhoff. Neither party has the authority to bind the other or incur any obligation on the other's behalf.

No waiver by Dayhoff of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition, or a waiver of any other term or condition. Any failure of Dayhoff to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

24. Contact Us

If you have any questions about these Terms of Use, please contact us:

Company: Dayhoff Technologies Inc.
Address: Suite 312, 750 North St. Paul St. 200, Dallas, Texas 75201
General Inquiries: privacy@dayhoff.ai
Research Matters: studies@dayhoff.ai
Privacy Policy: dayhoffhealth.com/privacy-policy
HIPAA Notice: dayhoffhealth.com/hipaa

25. 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 below. The federal Physician Payments Sunshine Act requires that detailed information about payments and other transfers 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/

© 2025 Dayhoff Technologies Inc. All Rights Reserved. This document was last revised on March 1, 2025.