Terms & Conditions

IMPORTANT NOTICE — PLEASE READ CAREFULLY

These Terms contain an agreement to resolve disputes through binding individual arbitration and a class action waiver (Section 22). By using the Site or Services, you agree to resolve disputes with us on an individual basis only and waive your right to a jury trial and to participate in a class action, except as described in Section 22.

These Terms also contain important disclaimers regarding health information, telehealth services, laboratory testing, and algorithmic outputs (Sections 7–10). The Services do not provide medical advice, diagnosis, or treatment except where a licensed clinician is expressly engaged through an independent professional entity.

If you agree to receive text messages or automated calls, you consent to the terms in Section 13 (SMS/Text Messaging Terms). Message frequency varies; message and data rates may apply; reply STOP to cancel and HELP for help.

1. Introduction and Application of These Terms

These Terms and Conditions (the “Terms”) govern your access to and use of the websites, mobile applications, online platforms, algorithmic tools, digital content, subscriptions, memberships, laboratory-ordering interfaces, health and wellness reports, and related services (collectively, the “Services”) made available by Precision Health Systems, Inc., a Delaware corporation, doing business as “Metabolic Code” and operating the website www.metaboliccode.com (together with its parents, subsidiaries, and affiliates, hereinafter identified as “PHS,” “Metabolic Code,” “we,” “us,” or “our”).

MC is the successor entity to Metabolic Code Enterprises, Inc. (“MCE”). References in prior versions of these Terms or in the Services to “Metabolic Code Enterprises” or “MCE” shall be construed as references to Precision Health Systems, Inc., except where the context clearly requires otherwise.

1.1  Acceptance

By accessing, browsing, registering for, purchasing, or otherwise using any portion of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Notice of Privacy Practices (where applicable), and any additional terms presented to you at the point of purchase or registration (collectively, the “Agreement”). If you do not agree, you must not access or use the Services.

1.2  Eligibility

You must be at least eighteen (18) years of age (or the age of majority in your jurisdiction, if higher) to create an account or purchase Services. By using the Services you represent that you are of legal age and legally capable of entering into a binding contract. Certain Services may be made available to minors only through a parent or legal guardian who accepts these Terms on the minor’s behalf and consents to the minor’s use of the Services.

1.3  Users in a White-Label or Partner Channel

The Services are made available (i) directly by PHS to end users through PHS-branded websites and (ii) indirectly through white-label, private-label, co-branded, affiliate, practitioner-channel, and other partner arrangements (each, a “Partner Channel”, and each such partner, a “Channel Partner”). Channel Partners may include, without limitation, telehealth infrastructure providers, licensed professional entities, wellness practices, fitness organizations, affiliate networks, and other resellers or intermediaries.

If you are accessing the Services through a Partner Channel, the Channel Partner is responsible for its own customer relationship, pricing, marketing, and any additional terms between you and the Channel Partner. These Terms nevertheless govern your use of the underlying PHS technology, algorithms, reports, and platform, and PHS is a third-party beneficiary of any Partner agreement to the extent it references PHS Services. In the event of a conflict between these Terms and terms imposed by a Channel Partner with respect to the PHS technology, algorithms, or reports, these Terms control.

1.4  Contact

Owner and operator: Precision Health Systems, Inc., 712 Neave St., Cincinnati, OH 45204. Contact: legal@metaboliccode.com (legal); webadmin@metaboliccode.com (general).

2. Description of the Services — Technology Platform vs. Clinical Services

This section is critical to your understanding of what PHS provides. Please read carefully.

2.1  PHS Provides Technology, Content, and Administrative Services

PHS is a technology and administrative services company. PHS provides (a) a proprietary precision-health software platform, including the TRIAD™ scoring methodology and Metabolic Code® algorithm outputs; (b) educational and wellness content; (c) subscription products; (d) laboratory ordering, sample logistics, and result presentation interfaces provided by or through third-party laboratories and telehealth infrastructure vendors; and (e) related administrative, marketing, technology, and non-clinical management services.

2.2  PHS Does Not Provide Medical Care or Practice Medicine

PHS does not employ physicians, nurse practitioners, physician assistants, chiropractors, dietitians, or other licensed healthcare professionals in a clinical capacity, and PHS does not provide medical care, diagnosis, or treatment. Any clinical services that may be made available in connection with the Services — including any telehealth consultations, prescription evaluations, clinical laboratory interpretations, or other services requiring a professional license — are provided exclusively by independent, licensed clinicians employed or engaged by a separate professional entity (each, a “Professional Entity”) that maintains an independent professional relationship with you. PHS does not control the clinical judgment of any Professional Entity or its clinicians.

2.3  Management Services / MSO Structure

Where clinical services are involved, PHS or a designated affiliate may provide non-clinical management, administrative, technology, and marketing services (“MSO Services”) to a Professional Entity pursuant to a separate management services agreement. Fees paid by you for clinical services flow to and are the property of the Professional Entity; fees paid to PHS for MSO Services, technology, content, or non-clinical products are the property of PHS. This structure is intended to comply with applicable corporate-practice-of-medicine, fee-splitting, anti-kickback, and similar laws.

2.4  No Referral for Remuneration

PHS does not pay, and does not accept, any remuneration in exchange for the referral of patients or for arranging or recommending items or services reimbursable in whole or in part by a federal healthcare program. Any compensation arrangements with practitioners, affiliates, or partners are structured to comply with applicable federal and state healthcare laws, including the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b) and the Eliminating Kickbacks in Recovery Act (18 U.S.C. § 220).

3. Accounts

3.1  Account Registration

To use certain Services, you must register for an account and provide complete, accurate, and current information. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other suspected breach of security. We recommend enabling multi-factor authentication where offered.

3.2  Prohibited Sharing

You may not share, sell, transfer, or license your account credentials or account access to any other person. Where the Services include health information about you, sharing access to your account may cause your personal health information to be disclosed to unauthorized persons and is at your sole risk.

3.3  Account Termination by You

You may terminate your account at any time by contacting us at the addresses in Section 1.4 or by using in-Service account controls where provided. Termination of your account does not automatically cancel any active paid subscription; see Section 5 for subscription cancellation. Termination does not entitle you to a refund of amounts previously paid, except as provided in Section 5 or as required by applicable law.

3.4  Suspension and Deletion by PHS

We may suspend or terminate your account at any time, with or without notice, if we reasonably believe you have violated these Terms, engaged in fraudulent or unlawful conduct, misused the Services, created a risk of legal liability for PHS or a Channel Partner, or if required by applicable law or by a payment processor, laboratory, or Professional Entity. Suspension or deletion for cause does not entitle you to a refund or damages and does not relieve you of any unpaid fees.

3.5  Data After Termination

After termination, we may retain certain records as required by law, including medical, laboratory, and billing records where applicable. Your right to access reports and content associated with your account will end on termination; you should download any content you wish to retain before terminating. See our Privacy Policy and Notice of Privacy Practices for details on retention.

4. Content, Software License, and Intellectual Property

4.1  Ownership

All content on the Services — including the Metabolic Code® and TRIAD™ marks, algorithms, software, source code, models, scoring methodologies, reports, questionnaires, images, text, video, and audio — is owned by PHS or its licensors and is protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws. All rights not expressly granted are reserved.

4.2  Limited License to You

Subject to your compliance with these Terms, PHS grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and to download and use reports generated for you, in each case for your personal, non-commercial use only. You may not reproduce, distribute, publicly display, sell, resell, sublicense, modify, translate, create derivative works from, or reverse engineer any portion of the Services or the underlying algorithms.

4.3  Algorithm Outputs and Reports

Reports generated by the Metabolic Code® algorithm, TRIAD™ scoring methodology, or other proprietary PHS models (“Algorithm Outputs”) are provided to you under license, not sold. PHS retains all right, title, and interest in and to the underlying algorithms, models, methodologies, and de-identified aggregated data derived from your use, subject to applicable law and our Privacy Policy.

4.4  User Content

If you submit information, files, feedback, or other content (“User Content”) to the Services, you represent that you have all necessary rights to do so. You grant PHS a worldwide, royalty-free, sublicensable, transferable license to use, host, store, reproduce, and create derivative works from User Content for the purpose of providing and improving the Services, subject to our Privacy Policy and applicable law. You retain ownership of your User Content.

4.5  Feedback

Any suggestions, ideas, or feedback you provide to PHS are non-confidential, and PHS may use them without restriction and without compensation to you.

4.6  Trademarks

“Metabolic Code®,” and “TRIAD™,” and related logos are trademarks or registered trademarks of PHS. You may not use any PHS mark without our prior written consent. Third-party marks appearing on the Services are the property of their respective owners.

4.7  DMCA / Copyright Complaints

If you believe content on the Services infringes your copyright, please send a notice compliant with 17 U.S.C. § 512(c)(3) to our designated agent at legal@metaboliccode.com.

5. Purchases, Subscriptions, Auto-Renewal, and Cancellation

5.1  Pricing

Prices, product features, and availability are described at the point of purchase and may change from time to time. Prices are shown in U.S. dollars unless otherwise stated. Applicable taxes, shipping, and lab-processing fees will be disclosed before you complete a purchase.

5.2  Payment Authorization

By providing a payment method, you authorize PHS (or the applicable Channel Partner or Professional Entity, as disclosed at the point of sale) and its payment processors to charge that payment method for all amounts due, including recurring subscription fees, taxes, and any authorized additional charges. You represent that you are authorized to use the payment method.

5.3  Auto-Renewing Subscriptions

Subscriptions automatically renew. If you purchase a subscription, your subscription will automatically renew at the end of each billing period at the then-current price, and your payment method will be charged, unless you cancel before the end of the current billing period. The billing frequency (monthly, quarterly, or annual) will be disclosed at the point of purchase.

5.4  Cancellation of Subscriptions

You may cancel a subscription at any time and for any reason by (a) using the cancellation controls in your account settings, (b) emailing us at billing@metaboliccode.com, or (c) contacting us using the details in Section 1.4. We aim to make cancellation at least as simple as sign-up. Cancellation takes effect at the end of the then-current billing period. You will retain access to paid features through the end of the period for which you have paid, and you will not be charged for subsequent periods.

5.5  Free Trials and Introductory Offers

If you enroll in a free trial or discounted introductory offer, you will be automatically converted to a paid subscription at the standard price at the end of the trial or introductory period unless you cancel before conversion. The material terms — including the conversion price, timing, and how to cancel — will be disclosed clearly and conspicuously at enrollment.

5.6  Refunds

Except where required by applicable law or where expressly stated in a specific product offering, all sales are final and fees are non-refundable once a report, laboratory kit, or clinical service has been dispatched, unlocked, or performed. If you believe you have been charged in error, contact us within thirty (30) days of the charge and we will investigate in good faith.

5.7  State Automatic-Renewal Rights

Consumers in California, New York, Colorado, Oregon, Minnesota, and other states with automatic-renewal statutes may have additional rights, including advance renewal notices and simplified cancellation methods. Nothing in these Terms limits any right you have under a state automatic-renewal law, and we will honor cancellation methods required by your state of residence.

5.8  Price Changes

We may change subscription prices from time to time. We will provide advance notice of any price increase before it applies to your next renewal, and you may cancel before the increase takes effect.

5.9  Failed Payments

If a payment fails, we may retry the charge, suspend your access, and pursue collection of amounts owed. You are responsible for all reasonable costs of collection, including attorneys’ fees, to the extent permitted by law.

5.10  Shipping of Physical Products

Where the Services include shipment of a laboratory collection kit or other physical product, delivery times are estimates and not guarantees. Risk of loss passes on delivery to the carrier. You are responsible for providing an accurate shipping address; re-delivery costs due to incorrect information may be charged to you.

6. Telehealth Services and Informed Consent

6.1  Availability of Telehealth

Where the Services include or are bundled with telehealth consultations, those consultations are provided by licensed clinicians employed or contracted by a Professional Entity, not by PHS. Availability, scope of practice, and prescribing authority depend on the state in which you are located at the time of the encounter and on the licensure of the clinician.

6.2  Informed Consent to Telehealth

By requesting a telehealth consultation through the Services, you acknowledge and consent that:

• Telehealth involves the use of electronic communications to enable a licensed clinician at a different location to review your health information, communicate with you, and, where appropriate, provide clinical services;
• The clinical information reviewed may include your questionnaire responses, laboratory results, algorithm outputs, and any information you provide during the encounter;
• The same laws that protect the confidentiality of in-person medical care apply to telehealth, and no information from the telehealth encounter will be disclosed to any party outside your care team without your consent, except as permitted by law;
• Telehealth has potential risks, including but not limited to: technology failures that may delay or prevent care; limitations on the clinician’s ability to conduct a physical examination; and the possibility that the clinician may determine that in-person care is required and will refer you accordingly;
• You have the right to withhold or withdraw consent to telehealth at any time without affecting your right to future care;
• You are responsible for accurately identifying yourself and providing complete and truthful health information;
• The clinician is not required to prescribe any specific medication or treatment and may decline to prescribe based on clinical judgment or applicable law.

6.3  Not for Emergencies

THE SERVICES ARE NOT INTENDED FOR EMERGENCY MEDICAL SITUATIONS. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 OR YOUR LOCAL EMERGENCY NUMBER, OR GO TO THE NEAREST EMERGENCY ROOM IMMEDIATELY. DO NOT USE THE SERVICES TO REQUEST EMERGENCY ASSISTANCE.

6.4  State Restrictions

Telehealth services are provided only in states where the applicable clinician is licensed. If you are located in a state where the required clinician is not licensed, telehealth services will not be available to you. You must accurately represent your location at the time of an encounter.

7. Health Information Disclaimer — Not Medical Advice

THE CONTENT, REPORTS, SCORES, RECOMMENDATIONS, AND OTHER INFORMATION PROVIDED THROUGH THE SERVICES — INCLUDING WITHOUT LIMITATION THE METABOLIC CODE® REPORT, TRIAD™ SCORE, WELLNESS RECOMMENDATIONS, LIFESTYLE CONTENT, AND ANY EXPLANATIONS OR SUGGESTED ACTIONS — ARE PROVIDED FOR GENERAL INFORMATIONAL AND WELLNESS PURPOSES ONLY, AND DO NOT CONSTITUTE MEDICAL ADVICE, MEDICAL DIAGNOSIS, OR MEDICAL TREATMENT, EXCEPT WHERE A LICENSED CLINICIAN OF A PROFESSIONAL ENTITY HAS ESTABLISHED A CLINICIAN-PATIENT RELATIONSHIP WITH YOU AND HAS EXPRESSLY RENDERED SUCH ADVICE, DIAGNOSIS, OR TREATMENT THROUGH THE SERVICES.

You should always consult a qualified healthcare professional before making any decision about your diet, exercise, medications, supplements, or other health behaviors, and before starting, stopping, or changing any treatment. Never disregard professional medical advice or delay seeking it because of something you have read or seen on the Services.

Individual results vary. No representation is made that any specific outcome — including weight loss, biomarker change, disease prevention, symptom relief, or performance improvement — will be achieved by any user.

8. Algorithmic Outputs, TRIAD™ Scoring, and Limitations

8.1  Nature of the Algorithm

The Metabolic Code® algorithm and TRIAD™ scoring methodology apply mathematical models to information you provide (including questionnaire responses, biometric data, and laboratory results) to generate reports, scores, and general wellness suggestions. Algorithm Outputs are educational tools intended to support — not replace — professional judgment.

8.2  Limitations

You acknowledge that:

• Algorithm Outputs depend on the accuracy and completeness of the information you provide; incomplete or inaccurate inputs will produce unreliable outputs;
• Algorithm Outputs are not a substitute for laboratory diagnostics, physical examination, or clinician evaluation;
• Models are periodically updated and prior reports may not reflect the most current methodology;
• Algorithm Outputs do not detect, diagnose, treat, cure, or prevent any disease and have not been evaluated by the U.S. Food and Drug Administration for such purposes, except where specifically stated and cleared or approved.

8.3  No Warranty of Accuracy

While PHS uses commercially reasonable efforts to design its models on peer-reviewed and clinically-informed principles, PHS makes no representation or warranty that Algorithm Outputs will be accurate, complete, current, or fit for any particular purpose.

9. Laboratory Testing and Diagnostic Products

9.1  Third-Party Labs

Laboratory testing offered through the Services — including but not limited to metabolic panels, hormone panels, microbiome analyses, at-home collection devices, and other diagnostics — is performed by independent, third-party clinical laboratories and reference laboratories, each of which is responsible for the analytical validity of its own tests. PHS does not perform laboratory testing.

9.2  Ordering Physician

Where a physician order is required for a laboratory test in your state, the order will be placed by a licensed clinician of a Professional Entity, subject to the clinician’s independent professional judgment. The clinician may decline to order a test based on clinical judgment, medical necessity considerations, or applicable law.

9.3  Interpretation of Results

Laboratory results are presented to you through the Services along with algorithmic and educational context. Presentation of results is not a substitute for clinical interpretation by a qualified clinician. If your results indicate a potential health concern, you should consult with a licensed clinician.

9.4  No Insurance Billing Unless Disclosed

Unless expressly disclosed otherwise at the point of purchase, laboratory testing offered through the Services is sold on a cash-pay basis, is not billed to health insurance, and is not eligible for reimbursement by Medicare, Medicaid, TRICARE, or other federal healthcare programs. You are solely responsible for confirming any HSA or FSA eligibility.

9.5  Sample Collection

You are responsible for following collection instructions accurately. Improperly collected, damaged, or contaminated samples may not be analyzable, and no refund will be issued for kits rendered unusable due to user error.

10. HIPAA, Privacy, and Health Information

10.1  PHS’s Role

Where PHS or an affiliate provides services to a HIPAA covered entity (such as a Professional Entity), PHS acts as a Business Associate under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and its implementing regulations at 45 C.F.R. Parts 160 and 164. In that role, PHS handles protected health information (“PHI”) in accordance with a written Business Associate Agreement with the covered entity and applicable law.

10.2  Direct-to-Consumer Uses

Certain direct-to-consumer wellness products may not involve HIPAA-covered PHI. In those cases, PHS handles your personal and health-related information in accordance with our Privacy Policy and applicable state privacy and consumer health data laws (including, where applicable, the Washington My Health My Data Act, the California Consumer Privacy Act, and similar laws).

10.3  Notice of Privacy Practices

Where you receive services from a Professional Entity through the Services, that Professional Entity’s Notice of Privacy Practices governs the collection, use, and disclosure of your PHI by the Professional Entity. That notice is made available to you at the point of clinical enrollment and by contacting the Professional Entity directly.

10.4  Your Rights

You have the right to access, amend, and receive an accounting of certain disclosures of your PHI, and to request restrictions on uses and disclosures, subject to applicable law. To exercise these rights, please contact us or the relevant Professional Entity.

10.5  Security

PHS maintains administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of PHI and other sensitive information. No method of transmission or storage is completely secure, and PHS cannot guarantee absolute security.

11. Acceptable Use

You agree that you will not, and will not attempt to:

• Use the Services in violation of any applicable law, regulation, or third-party right;
• Provide false, misleading, or fraudulent information, including in health questionnaires or during telehealth encounters;
• Impersonate any person or entity or misrepresent your affiliation;
• Access the Services on behalf of another person without their authorization or without necessary parental or guardian consent;
• Use the Services to obtain medications, laboratory testing, or clinical services for any person other than yourself, or to circumvent state licensure or prescribing restrictions;
• Reverse engineer, decompile, or otherwise attempt to extract the source code or underlying models of the Services, except as expressly permitted by applicable law;
• Scrape, harvest, or collect data from the Services by automated means without our prior written consent;
• Introduce malware, viruses, or other harmful code into the Services;
• Interfere with or disrupt the Services or the servers or networks used to make them available;
• Resell, sublicense, or commercially exploit the Services without a written commercial agreement with PHS;
• Use the Services to harass, threaten, or defame any person, or to engage in any discriminatory conduct;
• Circumvent any access controls, usage limits, or authentication mechanisms.

12. Third-Party Services and Links

The Services may integrate with or link to third-party websites, applications, laboratories, telehealth infrastructure providers, Channel Partners, wearables, health-data platforms, and similar services (“Third-Party Services”). PHS does not control and is not responsible for Third-Party Services. Your use of Third-Party Services is subject to the terms and privacy policies of those services. PHS’s inclusion of any link to or integration with a Third-Party Service is not an endorsement.

13. SMS and Text Messaging Terms

13.1  Consent to Receive Messages

By providing your mobile telephone number to us and opting in to receive text messages, you expressly consent to receive recurring text messages from or on behalf of PHS, its Channel Partners, and the applicable Professional Entity, including messages sent using an automatic telephone dialing system or prerecorded or artificial voice, at the number you provided. Consent to receive marketing text messages is not a condition of purchasing any goods or services.

13.2  Types of Messages

Depending on the programs you opt into, messages may include: appointment reminders and scheduling; shipping and delivery updates; laboratory result availability; account, billing, and security notifications; educational and wellness content; program milestone messages; and promotional or marketing messages. The character and frequency of messages will vary based on the programs to which you have subscribed.

13.3  Message Frequency and Costs

Message frequency varies. Message and data rates may apply according to your wireless carrier plan. PHS is not responsible for any charges from your wireless carrier.

13.4  STOP and HELP

You may cancel text messages at any time by replying STOP (or END, CANCEL, UNSUBSCRIBE, or QUIT) to any message. After you send STOP, we will send you one confirmation message and will not send you additional marketing text messages, though we may still send you transactional messages (such as security or account notifications) where permitted by law. For help, reply HELP (or INFO) or contact us at support@metaboliccode.com.

13.5  Revocation of Consent

Consistent with FCC rules effective April 11, 2025, you may revoke consent to receive calls or text messages using any reasonable method, including by replying STOP, contacting us at the addresses in Section 1.4, or notifying us during a customer service call. We will honor your revocation within ten (10) business days of receipt. A confirmatory text sent within five minutes of your revocation, if any, will not include marketing content.

13.6  Accuracy of Your Number

You represent that the mobile number you provide is your own or that you have authority to consent to messages sent to that number. You agree to notify PHS if you change or relinquish your mobile number so that we can update our records.

13.7  Carrier Disclaimer

Wireless carriers are not liable for delayed or undelivered messages. Supported carriers include the major U.S. mobile carriers, but availability may change without notice.

13.8 Mobile Information Sharing

No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. All other categories — including but not limited to your name, email address, and other personal information you provide to us — are handled in accordance with our Privacy Policy. This mobile-information restriction applies to text messaging originator opt-in data and consent, and any such data will not be shared with any third parties or affiliates for marketing or promotional purposes.

The restriction above does not restrict PHS from sharing your mobile information with service providers and subcontractors that support the Services — including but not limited to customer support, order fulfillment, appointment scheduling, laboratory logistics, telehealth infrastructure, security, fraud prevention, message delivery (SMS aggregators and carriers), and analytics providers acting on our documented instructions. These service providers may access your mobile information only as reasonably necessary to perform services for PHS, and are contractually restricted from using it for their own marketing or promotional purposes.

13.9  Email Communications

By providing an email address, you consent to receive electronic communications, including transactional emails, service notifications, and (where permitted) marketing emails. You may unsubscribe from marketing emails at any time via the unsubscribe link in the email or by contacting us.

14. Referral and “Tell-a-Friend” Programs

If PHS offers a referral program, the specific terms — including the type of reward, eligibility, redemption limits, and expiration — will be posted on the applicable program page. Referral codes are single-use unless otherwise stated, may not be redeemed for cash, and are void where prohibited. PHS may modify or discontinue any referral program at any time, at its sole discretion, without notice. You must not use referral programs in a manner that would violate any anti-kickback, anti-inducement, or anti-solicitation law; in particular, referral rewards are not available in connection with any product or service reimbursable by a federal or state healthcare program.

15. Disclaimer of Warranties

THE SERVICES, INCLUDING ALL CONTENT, ALGORITHMS, REPORTS, LABORATORY INFORMATION, AND TELEHEALTH INTERFACES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PHS, ITS AFFILIATES, CHANNEL PARTNERS, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, PHS DOES NOT WARRANT THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY ALGORITHM OUTPUT OR REPORT IS ACCURATE, COMPLETE, OR RELIABLE; (D) ANY SPECIFIC HEALTH, WELLNESS, AESTHETIC, OR PERFORMANCE OUTCOME WILL BE ACHIEVED; (E) ERRORS WILL BE CORRECTED; OR (F) THE SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Some jurisdictions do not allow the exclusion of certain warranties. To that extent, some of the above exclusions may not apply to you.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PHS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, CHANNEL PARTNERS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF PHS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PHS’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (I) THE AMOUNTS YOU PAID TO PHS FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS ($100).

The limitations in this Section do not apply to (a) liability that cannot be limited under applicable law, (b) PHS’s willful misconduct, (c) PHS’s obligations to indemnify against third-party intellectual-property infringement (if any), or (d) claims by a Professional Entity’s licensed clinicians against the Professional Entity for professional malpractice, which are governed by the professional relationship and applicable law and are not subject to this limitation.

You acknowledge that the limitations in Sections 15 and 16 are an essential basis of the bargain between you and PHS and reflect a reasonable allocation of risk.

17. Indemnification

You agree to defend, indemnify, and hold harmless PHS, its affiliates, Channel Partners, and their respective officers, directors, employees, contractors, and agents from and against any and all third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your access to or use of the Services; (b) your violation of these Terms or applicable law; (c) any User Content you submit; (d) your infringement or misappropriation of any third-party right, including intellectual property or privacy rights; (e) any misrepresentation you make in a health questionnaire, telehealth encounter, or account registration; or (f) your negligence or willful misconduct.

18. Force Majeure

PHS will not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, pandemics or public-health emergencies, war or terrorism, civil disturbances, governmental orders or actions, labor disputes, laboratory or supply-chain disruptions, internet or telecommunications failures, and cyberattacks.

19. Changes to the Services and to These Terms

We may modify, suspend, or discontinue the Services (or any portion or feature) at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation.

We may amend these Terms from time to time. When we do, we will update the “Last Updated” date at the top of these Terms and, for material changes, provide additional notice (such as email or an in-Service notification) at least thirty (30) days before the change takes effect where feasible. Your continued use of the Services after the effective date of the changes constitutes acceptance. If you do not agree, you must stop using the Services before the effective date.

20. Assignment

You may not assign or transfer these Terms or any rights or obligations under them, in whole or in part, without the prior written consent of PHS. PHS may assign or transfer these Terms, in whole or in part, without notice or consent, including in connection with a merger, acquisition, corporate reorganization, or sale of assets. Any prohibited assignment is void.

21. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Except for disputes subject to arbitration under Section 22, and subject to the class-action waiver, the state and federal courts located in Tarrant County, Texas will have exclusive jurisdiction over any dispute that is not subject to arbitration, and you consent to the personal jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22. Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

22.1  Agreement to Arbitrate

You and PHS agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between you and PHS (each, a “Dispute”) will be resolved by binding, individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect, except as modified by this Section. This includes claims arising before the effective date of these Terms. The arbitrator has exclusive authority to resolve any Dispute, including any claim that all or any part of these Terms are unenforceable, except that a court has authority to decide (a) whether Section 22.5 (Class Action Waiver) is enforceable and (b) any claim seeking public injunctive relief that a court determines cannot be waived. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this arbitration agreement.

22.2  Informal Resolution First

Before initiating arbitration, you and PHS agree to try in good faith to resolve the Dispute informally by sending a written Notice of Dispute to legal@metaboliccode.com describing the nature and basis of the Dispute and the specific relief sought. If the Dispute is not resolved within sixty (60) days of the Notice, either party may initiate arbitration.

22.3  Location, Fees, and Procedure

Arbitration will take place in Tarrant County, Texas, or, if you request and the arbitrator agrees, remotely by video or telephone. If you demonstrate that arbitration in Tarrant County would be a hardship, the arbitrator will consider a location closer to you. Filing and administrative fees will be governed by the applicable JAMS rules, provided that PHS will pay its own arbitration fees and, where required by JAMS rules for consumer claims, PHS will pay your reasonable filing fees. The arbitrator’s award is final and binding, and judgment on it may be entered in any court of competent jurisdiction.

22.4  Small Claims Court Alternative

Either party may bring an individual action in small claims court (in your county of residence or Tarrant County, Texas) for any Dispute within the scope of that court’s jurisdiction, in lieu of arbitration.

22.5  Class Action Waiver

YOU AND PHS 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, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF A COURT DECIDES THAT THIS CLASS-ACTION WAIVER IS NOT ENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM, THEN THAT CLAIM (AND ONLY THAT CLAIM) SHALL BE SEVERED FROM THE ARBITRATION AND BROUGHT IN COURT, AND ALL OTHER CLAIMS SHALL PROCEED IN ARBITRATION.

22.6  Right to Opt Out

You may opt out of this arbitration agreement (including the class-action waiver) by sending written notice to legal@metaboliccode.com within thirty (30) days of first accepting these Terms. Your notice must include your name, address, email, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other terms of the Agreement.

22.7  Injunctive Relief for IP

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in court to protect its intellectual property rights or confidential information.

22.8  Survival

This Section 22 survives termination of these Terms.

23. Electronic Communications and Notices

You consent to receive communications from PHS in electronic form, including emails, in-Service notifications, and text messages (subject to Section 13). Electronic communications satisfy any legal requirement that a communication be in writing. Notices to PHS must be sent to Precision Health Systems, Inc. dba Metabolic Code, 712 Neave St., Cincinnati, OH 45204, Attn: Legal, with a copy to legal@metaboliccode.com. Notices to you may be sent to the email address associated with your account.

24. State-Specific Disclosures

24.1  California Residents

Under California Civil Code § 1789.3, California residents may reach the California Department of Consumer Affairs’ Complaint Assistance Unit at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. California residents also have rights under the CCPA/CPRA, described in our Privacy Policy, including the right to opt out of the sale or sharing of personal information.

24.2  New Jersey Residents

If any provision of these Terms limits or excludes damages or liability, that provision does not apply to New Jersey residents to the extent New Jersey law prohibits such limitations.

24.3  Health-Data States

Residents of Washington, Nevada, Connecticut, and other states with specific health-data privacy laws (including the Washington My Health My Data Act) may have additional rights regarding their consumer health data. See our Privacy Policy for details.

25. Miscellaneous

25.1  Entire Agreement

These Terms, together with our Privacy Policy, any applicable Notice of Privacy Practices, and any additional terms presented to you at purchase, constitute the entire agreement between you and PHS with respect to the Services and supersede all prior or contemporaneous agreements, communications, and understandings on the subject.

25.2  Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.

25.3  No Waiver

Our failure to enforce any provision is not a waiver of that provision or any other. No waiver is effective unless in writing and signed by PHS.

25.4  Interpretation

Section headings are for convenience only. “Including” and “such as” are illustrative and not limiting.

25.5  Relationship

Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between you and PHS.

25.6  Third-Party Beneficiaries

Except for the express rights of PHS’s affiliates and Channel Partners to enforce the disclaimers, limitations, and arbitration provisions, there are no third-party beneficiaries of these Terms.

25.7  Export Compliance

You may not access or use the Services in violation of U.S. export controls or economic sanctions, or from a country subject to comprehensive U.S. sanctions.

25.8  Contact

Precision Health Systems, Inc. — 712 Neave St., Cincinnati, OH 45204 — legal@metaboliccode.com.