User Agreement

IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, STOP READING THIS AGREEMENT AND DIAL 911 OR CALL YOUR PRIMARY CARE PROVIDER.

Welcome to Biotia. Biotia, Inc. ("Biotia", "we", "us", "our", or similar) provides diagnostic testing services that enable you to complete eligibility forms, purchase diagnostic test kits, access your test results, receive comprehensive reports, and connect with telehealth services provided through healthcare providers engaged by Biotia ("Providers") (collectively, the "Services"). Biotia also owns and operates the Biotia web-based user portal platform, which is a component of the Services that allows you to view and manage your test results and related information (the "Portal").

This User Agreement ("Agreement") is by and between you, the individual user who has elected to access and use the Services ("you"), and Biotia, and governs your access and use of the Services.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF DISPUTES OR CLAIMS.

THIS AGREEMENT ALSO CONTAINS WARRANTY DISCLAIMERS, LIMITATIONS ON BIOTIA'S LIABILITY, AND AN OBLIGATION FOR YOU TO INDEMNIFY BIOTIA. DO NOT USE THE SERVICES IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS.

By: (i) accessing or using the Services, (ii) purchasing or signing up for Services, or (iii) otherwise clicking on the "I Agree," "Submit," "Create Account," or similar button or check box when prompted, you accept and agree to be bound and abide by this Agreement. If you do not want to agree to this Agreement, you must not access or use the Services.

Nothing in this Agreement obligates Biotia to provide any services or grant any rights except as expressly set out herein or in a separate order or agreement. You understand that Biotia reserves the right to change or amend this Agreement from time to time. Any changes to this Agreement will be effective immediately upon providing notice of the changes by posting at this location. You acknowledge and agree that your continued access and use of the Services following such changes shall be deemed acceptance by you of any new or amended provisions of this Agreement.

1. SERVICES. The Services available through Biotia may include: (i) at-home specimen collection kits shipped to your address or in-clinic specimen collection; (ii) diagnostic laboratory testing services conducted at Biotia's CLIA-certified laboratory in Queens, New York (CLIA #33D2180921); (iii) comprehensive reports identifying pathogens and antibiotic resistance profiling to guide treatment; (iv) eligibility review and provider communications from Providers; (v) optional telehealth consultations with Providers; and (vi) access to the Portal for viewing and managing test results. The Services are not designed to independently diagnose, prevent, or treat any condition or disease or to ascertain the state of your health in the absence of clinical judgment of a qualified healthcare professional. You are solely responsible for evaluating the information obtained from the Services and for your use or misuse of such information in connection with treatment decisions or otherwise.

2. NOT FOR EMERGENCIES. The Services are not designed or intended for use in medical emergencies or urgent care situations. If you believe you are experiencing a medical emergency, you should immediately call 911 or go to the nearest emergency room. Do not use the Services to seek help for a medical emergency. The Services are not a substitute for emergency medical services, and Biotia and Providers are not able to provide emergency care. The Services do not replace your existing primary care; decisions regarding treatment or treatment recommendations rest solely with you and your healthcare provider.

3. PATIENTS ACCESSING THEIR INFORMATION FROM BIOTIA. Patients accessing information through the Services, including through the Portal, or from Biotia by other means, are cautioned that test results should not be regarded as medical or healthcare advice from Biotia. Patients should always seek the advice of their physician or other qualified healthcare provider with any questions they may have regarding interpretation of their test results, a medical condition, or other health-related issues. In the case of a health emergency, seek immediate assistance from emergency personnel. Never delay obtaining medical advice or disregard medical advice because of information you accessed through Biotia.

4. ASSUMPTION OF RISK. You acknowledge and agree that you are solely responsible for all decisions you make regarding your health and medical care, including decisions to act or not act based on information, test results, reports, or recommendations provided through the Services. You assume all risks associated with your use of the Services and any health-related decisions you make in connection therewith. Biotia does not guarantee any particular health outcome from your use of the Services, and your results may vary. You acknowledge that the Services are intended to provide information and facilitate access to health information, but that all healthcare decisions ultimately rest with you and your healthcare providers.

5. LABORATORY SERVICES AND REPORTS.

5.1 Laboratory Services. Biotia provides diagnostic testing services at our CLIA-certified laboratory in Queens, New York (CLIA #33D2180921, PFI 9518). The BIOTIA-ID test and other offered diagnostic tests are regulated diagnostic tests that require a prescription by a licensed healthcare provider. Providers will review your eligibility and provide the required prescription as clinically appropriate. Depending on your order, Biotia will provide at-home or in-clinic specimen collection kits and conduct laboratory analysis at our CLIA-certified laboratory (the "Laboratory"). Upon receipt and analysis of your specimen, Biotia will produce comprehensive reports identifying pathogens, antibiotic resistance profiling and additional testing (if applicable) (collectively, "Reports"). These Reports are provided to assist you and your healthcare providers in guiding treatment decisions but do not constitute the diagnosis of any medical condition in the absence of clinical judgment of a qualified healthcare professional.

5.2 Limitations and Considerations. The laboratory services and Reports are not designed to independently diagnose, prevent, or treat any condition or disease or to ascertain the state of your health in the absence of clinical judgment of a qualified healthcare professional. You are solely responsible for any use or misuse of such information by you in connection with treatment decisions or otherwise. You acknowledge and agree that: (i) test results and Reports are provided for informational purposes only and are not a substitute for professional medical advice, diagnosis, or treatment; (ii) you should always consult with a qualified healthcare provider before making any decisions based on test results or Reports; (iii) Biotia does not guarantee the accuracy, completeness, or clinical utility of any test results or Reports; (iv) the test results released into your Portal account may not constitute a complete record of all the tests performed by Biotia, or all the information we have about an individual in our systems; and (v) there may be a delay before certain information and test results are released into your Portal account.

5.3 Acknowledgment Regarding Test Results. You acknowledge that your test results might not be as hoped or expected, and may contain distressing, unexpected, or life-altering information. You acknowledge that the process of reviewing test results is irreversible; once you review your results, you cannot undo your awareness of such information. You further acknowledge that, before using the Services to receive test results, it may be appropriate to consult with a qualified healthcare professional regarding whether, when, and to what extent you should review your results given your medical history and personal circumstances. Biotia is not responsible for any emotional distress, anxiety, or other psychological effects arising from your receipt or review of test results or Reports.

5.4 At-Home Sample Collection and Handling. Your order includes an at-home specimen collection kit containing collection instructions, a biohazard bag with absorbent pad, urine collection cup, transfer pipette, urine transport tube, and a prepaid return shipping envelope. You are solely responsible for following all instructions provided for proper collection, storage, and return of specimens. You acknowledge that improper collection, handling, contamination, exposure to extreme temperatures, or delays in returning specimens may affect the accuracy or validity of test results, and Biotia and its affiliated Laboratory shall not be liable for any inaccurate, invalid, or unusable results arising from such circumstances. Biotia does not guarantee that all specimens will be successfully processed, and in the event a specimen cannot be processed due to damage, insufficient quantity, improper collection, or other factors, Biotia's sole obligation shall be to provide a replacement collection kit at no additional charge, subject to availability. You further acknowledge that laboratory test results may be affected by factors beyond Biotia's control, including but not limited to your diet, medications, hydration, time of collection, and individual biological variability.

5.5 Kit Replacement. Upon your request, Biotia may ship a replacement collection kit due to non-usability, damage, or defect, provided that you have not submitted your specimen using the kit subject to replacement and that the kit being replaced was purchased within the last ninety (90) days. Biotia will not charge any fees in connection with this replacement if it is determined that the cause for such replacement is attributable solely to Biotia (such as, your specimen fails testing and a new specimen is needed or the kit is damaged). To make a request for kit replacement, please contact Customer Service at customersupport@biotia.io.

6. TELEHEALTH SERVICES.

6.1 Availability. As part of the Services, you may receive access to Providers for eligibility review, prescription services, and follow-up clinical care. Telehealth involves the use of secure electronic communications, information technology, or other means to enable a healthcare provider and a patient at different locations to communicate and share individual patient health information for the purpose of rendering clinical care. Providers may deliver consultations through the use of synchronous and asynchronous telecommunication technologies depending on your state's legal and regulatory requirements. You acknowledge that telehealth services are only available in states where Providers are licensed to practice, and you must be physically located in an eligible state at the time of any telehealth consultation. A list of states where telehealth services are available may be found within the Portal, and availability is subject to change.

6.2 Services Provided. Telehealth services offered by Biotia's contracted Provider groups and their engaged providers may include eligibility review, patient consultation, prescription for diagnostic testing, diagnosis, treatment recommendation, prescription for treatment, and/or a referral to in-person care, as determined clinically appropriate. Biotia does not directly provide telehealth services; Biotia performs laboratory testing and administrative and payment support activities for Provider groups and their Providers. Providers will review for symptoms, review test results, provide education and information, and make recommendations for follow-up treatment. Depending on your specific circumstances, a Provider may diagnose one or more medical conditions, initiate treatment, prescribe medication(s) or device(s) as necessary, or direct you to follow up with your regular healthcare practitioner, primary care physician, or other healthcare provider not affiliated with Biotia (an "External Provider").

6.3 Your Responsibilities Regarding Care Decisions. It is your sole responsibility and choice whether and to what extent to: (i) make use of, adhere to, or follow through with any treatment, medication, device, or other healthcare services prescribed or recommended by Providers; (ii) seek outside or additional medical care or healthcare services from an External Provider in connection with your test results, diagnosis, or prescribed or recommended treatment, medications, or devices, and if so, when, from whom, at what cost, for what purpose, and to what extent; or (iii) follow through with an External Provider on any care, diagnosis, treatment, medication, device, or other healthcare services prescribed or recommended by Providers.

6.4 Sharing Results with External Providers. You are solely responsible for providing any test results or Reports to an External Provider, whether by downloading and forwarding such results, providing a physical copy of any results, or sharing your results directly through the Portal's sharing functionality. You will be provided with results that you can download and bring to an External Provider or which you can share directly with an External Provider through the Portal.

6.5 No Doctor-Patient Relationship With Biotia. You acknowledge and agree that Biotia is a technology and laboratory services company and not a healthcare provider of clinical services. No doctor-patient relationship is created between you and Biotia by your use of the Services. Any doctor-patient relationship that may arise from your use of the Services exists solely between you and the individual licensed healthcare providers affiliated with Providers who provide clinical services to you. Biotia does not practice medicine, provide medical advice, or engage in the delivery of healthcare services other than laboratory testing services. Biotia's role is limited to providing the Services, including laboratory testing services and the technology platform, and administrative support services that facilitate your access to healthcare providers.

6.6 Licensure and Complaints. All health professionals performing licensed clinical services through Providers hold the professional licenses issued by the professional licensing boards or agencies in the states where they practice. You can report a complaint relating to the care provided by a health care professional by contacting the professional licensing board in the state where the care was received. You can find the contact information for each of the state professional licensing boards governing medicine on the Federation of State Medical Boards website at https://www.fsmb.org/contact-a-state-medical-board/.

7. ADDITIONAL DISCLOSURES, CONSENTS, AND AUTHORIZATIONS. Federal and state laws may require that Biotia provide certain disclosures and collect certain consents and authorizations from you in order for you to use the Services ("Authorizations"). These Authorizations will be presented to you from time to time, including when you access the Portal, place an order, and throughout your use of the Services. These Authorizations are incorporated into this Agreement by reference. You agree that the collection, use, and disclosure of your information is governed by this Agreement and such Authorizations, and you consent to all actions Biotia takes with respect to your information consistent with the same.

8. USER REQUIREMENTS. By accessing or using the Services, and/or authorizing the use of the Services by another individual, you represent and warrant that you are at least 18 years of age, of the age of majority in your state, and legally capable of entering into and being bound by this Agreement, providing the Authorizations, and using the Services, whether for yourself or on another individual's behalf. You also represent and warrant that you are located and reside in a U.S. state in which Biotia operates and that all information submitted or provided by you or on your behalf in connection with this Agreement and use of the Services is truthful, accurate, and appropriate. You acknowledge and agree that you are solely responsible for the accuracy and completeness of all health information, medical history, symptoms, medications, and other personal information you provide in connection with the Services, including on your eligibility form, and that inaccurate or incomplete information may adversely affect your eligibility for testing, the quality, accuracy, or utility of any services, test results, or recommendations you receive. Biotia shall not be liable for any adverse outcomes, errors, or omissions arising from your provision of inaccurate, incomplete, or misleading information. You further represent and warrant that your use of the Services is for your own personal use or the use of another individual for whom you have legal authority to act, including as a parent, legal guardian, healthcare proxy, or other legally authorized representative. If you are using the Services on behalf of another individual, you represent and warrant that you have the legal authority to: (i) enter into this Agreement on such individual's behalf; (ii) provide any Authorizations required in connection with the Services on such individual's behalf; and (iii) consent to the collection, use, and disclosure of such individual's information as contemplated by this Agreement and the Authorizations. You must meet all of the requirements contained herein to enter into this Agreement. If you do not meet all of these requirements, you must not access or use the Services. Due to U.S. laws, rules, and regulations, the Services are not available to anyone located or residing outside of the United States of America.

9. CREATING AN ACCOUNT.

9.1 Credentials. In order to access the Portal, you may be required to create an account with Biotia that may include choosing an account username and setting a password. Your access to your information maintained by Biotia, via the Portal or otherwise, shall be made via a unique username assigned by Biotia in combination with a password. When you create an account, the information you provide to Biotia must be accurate, complete, and up to date. When registering with Biotia, you shall not impersonate anyone else or violate anyone's rights. If you do not follow these rules, Biotia may cancel your account. Depending on the level of permissions assigned to your user account, you may not have access to or be able to view or use all of the features of the Portal. Biotia reserves the right to adjust account features depending on the service model applicable to your use of the Services.

9.2 Security. You must keep your account credentials strictly confidential, and you will not permit the use of your credentials by any third parties. You hereby expressly and solely assume the risk of any unauthorized disclosure or intentional intrusion arising from your failure to follow this Agreement and/or industry standard security practices with respect to your use of the Services. You acknowledge and agree that you are responsible for all the activity on your account, and for keeping your account credentials secure and confidential. If you have reason to believe that someone has accessed or used your account without your permission, you must immediately change your password and report the incident to Biotia using the contact information below. You will be held liable for losses incurred by Biotia, or any other user of the Services, due to someone else using your account password or account. You shall not use anyone else's account at any time and are not permitted to share passwords or account credentials with any other person. Biotia cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

9.3 Availability. From time to time, Biotia may restrict your access to some parts of the Portal or the entire Portal. Biotia may add features to or delete features from the Portal at any time, without notice to you. Biotia will use commercially reasonable efforts to ensure the Services are available, but makes no guarantees regarding uptime or availability of the Services. You are responsible for making all arrangements necessary for you to have access to the Services, including your internet connection and internet stability. Biotia may block, limit, or terminate your access to the Services if: (i) you violate this Agreement; (ii) you violate any applicable law, rule, or regulation relating to your use of the Services; (iii) you engage in any conduct which Biotia, in Biotia's sole discretion, believes is offensive, defamatory, or otherwise harmful to Biotia or others; or (iv) you breach any other agreement with Biotia.

10. LICENSE GRANT. Subject to your compliance with this Agreement, Biotia hereby grants to you a personal, limited, revocable, non-exclusive, and nontransferable right to view, download, access, and use the Portal in the United States solely for your personal and non-commercial use and only as permitted under this Agreement and in compliance with applicable laws, rules, and regulations. No other right, title, or interest in or to the Portal is transferred to you, and all rights not expressly granted are reserved by Biotia or its licensors. This Agreement does not grant you any rights in connection with any Biotia copyrighted materials, trademarks or service marks, or any other intellectual proprietary rights with respect to Biotia resources or their contents.

11. PROHIBITED USES. You may use the Services only for lawful purposes and in accordance with this Agreement. You agree not to use the Services: (i) in any way that violates any applicable federal, state, local, or international law or regulation, or any person's rights; (ii) for the purpose of exploiting, harming, or attempting to exploit or harm any person in any way, including by exposing them to inappropriate content, facilitating harassment, or otherwise; (iii) to impersonate or attempt to impersonate Biotia, Biotia's employees, another user, or any other person; (iv) for any purpose that is unlawful or prohibited by this Agreement; or (v) to engage in any other conduct that, as determined by Biotia, may harm Biotia or users of the Services, or expose them to liability. You agree that you will not perform, permit, or allow any abuse or fraudulent or unlawful use of the Services for any fraudulent, unlawful, or abusive purpose. You agree to take all commercially reasonable steps necessary to control and prevent abuse or fraudulent or unlawful use of the Services. You agree not to, and will not permit any third party to, introduce to the Portal or any Biotia system or software any viruses, Trojan horses, worms, malware, ransomware, logic bombs, or other material that is malicious or technologically harmful, or attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Portal, any Biotia accounts, the servers on which the Portal is hosted or stored, or any server, computer, or database connected to the Portal. You are solely responsible for any liability associated with your use of the Services. You further agree that you will not, and will not permit any third party to: (1) use any robot, spider, scraper, crawler, or other automated means or interface to access, extract, harvest, or index any portion of the Portal or any content therein for any purpose; (2) circumvent, disable, interfere with, or otherwise attempt to breach or compromise any security-related features of the Portal; (3) remove, alter, obscure, or deface any copyright, trademark, or other proprietary rights notices or markings contained on or within the Portal; or (4) use the Portal or any content therein for the purposes of developing, providing, or benchmarking any competing product or service, or for any other competitive analysis or commercial purpose not expressly authorized by Biotia.

12. ACCOUNT TERMINATION AND DATA RETENTION. Either you or Biotia may terminate your account and this Agreement at any time. You may terminate your account by contacting Biotia using the information provided below or through functionality within the Portal. Biotia may terminate or suspend your account immediately, without prior notice or liability, for any reason, including if you breach this Agreement. You understand that you are solely responsible for backing up the data that you store within the Portal, and that upon termination, you must immediately discontinue use of the Services. Upon termination of your account: (i) your right to access and use the Services will immediately cease; (ii) Biotia will retain your personal information and health records in accordance with the Authorizations and applicable law, including any legal requirements regarding retention of medical records; and (iii) you may request a copy of your test results and other records prior to or following termination, subject to verification of your identity. This section of this Agreement, as well as other provisions that should by their context survive, shall survive termination of this Agreement for whatever reason.

13. INTELLECTUAL PROPERTY. THE PORTAL AND THE SERVICES ARE PROTECTED BY INTELLECTUAL PROPERTY LAWS AND YOU ARE GRANTED ONLY A LIMITED RIGHT TO REMOTELY ACCESS THE PORTAL. ALL TITLE AND INTELLECTUAL PROPERTY AND OTHER RIGHTS IN AND TO THE PORTAL AND THE SERVICES ARE OWNED BY BIOTIA. You acknowledge that, as between you and Biotia, Biotia owns all right, title, and interest, including all intellectual property rights, in and to the Portal, including all content that is available via the Portal, features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement, and look and feel), other content, and all intellectual property rights therein, and any suggestions, ideas, or other feedback provided by you. Biotia's names and logos and all related product and service names, design marks, and slogans, including BIOTIA, are the trademarks or service marks of Biotia, Inc. or its affiliates. All rights are reserved. You are not authorized to use any Biotia name or mark in any advertisement, publicity, or in any other commercial manner without prior written consent of Biotia. All other trademarks, trade dress, images, photographs, content, and other works appearing in connection with the Portal are the property of their respective owners. The entire contents and design of the Portal are protected by U.S. and international copyright law. All rights regarding the Portal and materials contained on or in the Portal, including any and all technology, code, or design related to the Portal, are either owned by Biotia, are licensed to it, or are used with permission. You are expected to obey all copyright restrictions and may not access or use for any commercial purposes any part of the Portal.

14. USER INFORMATION. You hereby grant to Biotia, and its affiliates and related entities, a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers) license and right to use, copy, store, modify, adapt, prepare derivative works of, analyze, process, and otherwise exploit any information, data, content, samples, or materials relating to you, or about you, or that you provide, submit, or make available through the Services ("User Information"), as necessary for: (i) the provision, operation, maintenance, and improvement of the Services; (ii) the development and improvement of Biotia's products and services; and (iii) any other purposes described in the Authorizations. The foregoing includes the right for Biotia, and its affiliates and related entities, to process User Information to create anonymous, de-identified, or aggregated data or data sets that do not identify you individually and are otherwise "de-identified" in accordance with applicable laws ("De-Identified Data"). Such De-Identified Data shall be owned exclusively by Biotia, and you hereby irrevocably assign to Biotia all right, title, and interest you may have in and to any De-Identified Data. Biotia may use or disclose De-Identified Data for any lawful purpose, including research, analytics, product development, and commercial purposes, without restriction, obligation, or compensation to you. If you wish to opt out of your User Information being processed to create De-Identified Data, please contact us at the information below.

15. FEEDBACK. Biotia may solicit your feedback regarding your experience accessing or using the Services. The comments, information, and details you submit to Biotia through surveys, reviews, or other forums regarding your experience accessing or using the Services, including without limitation any suggestions or recommendations regarding the Services' features or functionality, including any improvements ("Feedback") may be used by Biotia without any obligation, limitation, attribution, or compensation to any party. You hereby assign to Biotia all right, title, and interest, including intellectual property rights, in and to any ideas, inventions, know-how, concepts, techniques, or other concepts contained in the Feedback.

16. DATA PRIVACY. Data privacy is important to us. Our Privacy Policy and related notices (e.g., Notice of Privacy Practices, if applicable) supplement this Agreement and further describe how Biotia collects information through the Services, and how we use, disclose, and protect that information. You hereby consent to the collection and use of your information consistent with the same.

17. CONSENT TO RECEIVE TEXT, PHONE, AND EMAIL COMMUNICATIONS. By providing your telephone number and email address and submitting a form or checking out through the Services, you consent to receive informational, transactional, promotional, and marketing communications from Biotia and its service providers, agents, and representatives at the telephone number(s) and email address(es) you provide. These communications may be sent by email, text message/SMS, MMS, telephone call, or other electronic means, including through the use of an automatic telephone dialing system, automated system, artificial voice, or prerecorded voice. You understand that these communications may include messages about Biotia products, services, offers, promotions, account updates, reminders, and other information. You represent that you are the subscriber or customary user of the telephone number(s) and email address(es) provided and that you are authorized to give this consent. You understand that your consent to receive marketing communications is not required as a condition of purchasing any goods or services. Message and data rates may apply. Message frequency may vary. You may opt out of marketing text messages at any time by replying STOP to any text message, and you may opt out of marketing emails by using the unsubscribe link included in those emails. You understand that even if you opt out of marketing communications, Biotia may still send you non-marketing communications as permitted by law, including communications about your account, transactions, services, or legal notices. Telephone calls made to or from Biotia or its affiliated Providers may be monitored or recorded for quality assurance, training, compliance, and legal purposes. By initiating or accepting a phone call through the Services, you consent to such monitoring and recording. If you do not consent, please notify the representative at the start of the call. For help, reply HELP or contact customersupport@biotia.io.

18. FEES.

18.1 Test Kits. The BIOTIA-ID test is a regulated diagnostic test that requires a prescription by a licensed healthcare provider. After your purchase, Providers will review your eligibility based on the information you provide in your eligibility form. If you are determined not to be eligible for the test, the full purchase price will be refunded. If you are eligible, the order will be processed and the at-home collection kit will be shipped to your address.

18.2 Services Fees. Paid services are billed as specified at the time of order. By using the Services, you understand and agree that you are responsible for any and all fees charged by Biotia for Services. For the BIOTIA-ID Urine Test, fees may include charges for the at-home test kit and laboratory analysis, eligibility review and provider communications from Providers, outbound and return shipping, and optional telehealth visits. Fees charged by the Laboratory, Providers, or affiliated professional entities may be collected (i) directly by Biotia, (ii) directly by the party to which the fee relates, or (iii) Biotia's partners on behalf of such entities. Fees may change upon Biotia's notice to you (via email or the Portal). Users are not entitled to any refund of fees once laboratory analysis has commenced, except as otherwise described herein or required by law.

18.3 Returns and Refunds. Subject to certain exceptions as specified in this Agreement, Biotia offers a full refund for collection kits in the amount of the actual purchase price paid to Biotia (including any shipping and handling cost plus tax, if any), provided that the order is canceled within twenty-four (24) hours of the purchase. If a refund is requested after twenty-four (24) hours but within fourteen (14) days of purchase of a collection kit, and if the specimen has not been returned to Biotia, Biotia offers a refund in the amount of the kit purchase price minus a $50 (USD) processing fee; the shipping and handling cost plus tax (if any and where applicable) are non-refundable. Any fees associated with accessing telehealth services from Providers are non-refundable. No refunds will be available on requests received if you have used the kit or submitted a specimen, or after the expiration of fourteen (14) days from the date of purchase of a kit. No refund will be available if Biotia determines, in its sole discretion, that you have violated any of the terms of this Agreement. To request a refund, please contact Customer Service at customersupport@biotia.io. Refund requests received within fourteen (14) days of the purchase date of a kit will be issued within forty-five (45) days of the date of request.

18.4 Insurance. Biotia does not currently accept insurance for the Services or the telehealth support provided through Providers. The Services may be eligible for payment using a Health Savings Account (HSA) or Flexible Spending Account (FSA); please consult your plan administrator for eligibility details. You are solely responsible and liable for determining and having available the means to pay for the Services; Biotia does not negotiate directly with, or have any responsibility to respond to inquires from, any third party.

19. PAYMENT METHOD. In order to purchase Services (or pay any additional fees), you may be asked to supply certain relevant information, including your credit or payment card number and expiration date or similar payment information, your billing address, and email. You represent and warrant that you have the right to use any credit or payment card or other payment mechanism that you submit in connection with the purchase of Services or payment of fees and that you have all authority necessary to purchase Services or pay fees using the credit card or payment mechanism that you submit. By submitting such information, you grant Biotia the right to provide such information to third parties for the purposes of facilitating your purchase. You also hereby grant Biotia the right to charge any payment method associated with your account to collect any fees owed or due to Biotia. You acknowledge and agree that Biotia is not responsible for how any third-party credit card or other payment method processor transmits, stores, uses, or shares your information.

20. FUNCTIONALITY AND UPDATES. Biotia reserves the right to change, suspend, or discontinue any aspect of the Services at any time, or any portion thereof, with or without notice. Biotia may from time to time in Biotia's sole discretion develop and provide additional features, which may include additional types of testing offered, enhanced analysis capabilities, and/or new services provided to you (collectively, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Biotia has no obligation to provide any Updates or to continue to provide or enable any particular aspect of the Services or features; provided that, where a portion of the Services was pre-paid, you may request a refund if the Service was not delivered.

21. THIRD-PARTY SITES AND LINKS. The Services may contain hyperlinks or references to non-affiliated websites and mobile applications operated by third parties (collectively, "Third-Party Websites"). Biotia has no control over, and assumes no liability for, the continued existence of, or the material available on, any Third-Party Websites. Should you discover that any link in the Services references a Third-Party Website that is no longer active or that contains inappropriate or irrelevant information, please notify Biotia by sending an e-mail message to the address listed below. Links from the Services to Third-Party Websites do not constitute or imply an endorsement, sponsorship, or recommendation by Biotia (or any of its subsidiaries or affiliates) of such Third-Party Websites or the content, products, or services on or available from such of the Third-Party Websites or any association with its operators. Biotia does not endorse or warrant, and is not responsible or liable for, any such Third-Party Websites, the content thereon, or any errors, damage or loss caused by or in connection with use of or reliance on information contained in or provided to Third-Party Websites. Please review the applicable third party's terms and conditions and privacy policy when interacting with or using any Third-Party Websites.

22. DISCLAIMER OF WARRANTIES.

THE SERVICES AND ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, AND PORTAL INCLUDED IN OR AVAILABLE THROUGH BIOTIA ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. BIOTIA AND ITS SUPPLIERS DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES WITH REGARD TO THE SERVICES AND ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, AND PORTAL INCLUDED IN OR AVAILABLE THROUGH BIOTIA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. ACCESS TO THE SERVICES MAY BE INTERRUPTED AND THE MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, AND PORTAL INCLUDED IN OR AVAILABLE THROUGH BIOTIA MAY NOT BE ERROR-FREE. NONE OF BIOTIA, ITS SUPPLIERS, OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR THE MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, AND PORTAL INCLUDED IN OR AVAILABLE THROUGH THE PORTAL WARRANTS THAT THE MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE PORTAL ARE ACCURATE, RELIABLE, COMPLETE, USEFUL, OR CORRECT; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PORTAL IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES.

TO THE FULLEST EXTENT OF APPLICABLE LAW, BIOTIA SPECIFICALLY DISCLAIMS ALL LIABILITY FOR THE ACTS OR OMISSIONS OF ANY LABORATORY OR PROVIDER. NEITHER BIOTIA NOR ITS AFFILIATES MAKES ANY WARRANTY OR REPRESENTATION REGARDING THE AVAILABILITY, QUALITY, EFFICACY, ACCURACY, RELIABILITY, USEFULNESS, TIMELINESS, SAFETY, OR RESULTS OF ANY LABORATORY'S OR PROVIDER'S SERVICES, OR ANY INFORMATION, RECOMMENDATION, OPINION, GUIDANCE, TREATMENT, ADVICE, OR CARE PROVIDED IN CONNECTION THEREWITH. ADDITIONALLY, BIOTIA MAKES NO REPRESENTATIONS OF ANY KIND, EXPRESSED OR IMPLIED: (I) REGARDING THE SAFETY, ACCURACY, OR EFFICACY OF THE SERVICES, OR THE INFORMATION STORED ON THE PORTAL OR OTHERWISE; (II) THAT THE SERVICES WILL OPERATE IN A MANNER THAT IS UNINTERRUPTED OR ERROR-FREE; OR (III) REGARDING ANY OTHER SUBJECT MATTER OF THIS AGREEMENT.

23. INDEMNIFICATION. You hereby expressly release Biotia and agree to indemnify, defend, and hold Biotia and its affiliates harmless from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys' fees, litigation expenses, and accounting fees), including any and all claims for property damage, personal injuries and/or consequential, punitive or other damages which arise, or are alleged to have arisen, relating to or arising from, or alleged to arise from, your use or misuse of the Services, fraud, violation of law, willful misconduct, negligence, or any breach of this Agreement by you, or any use or disclosure of test results and/or other information stored in or accessed through your Portal account or at Biotia.

24. THIRD-PARTY BENEFICIARIES. All independent third-party service providers involved in the delivery of the Services — including but not limited to Providers and reference laboratories — are intended third-party beneficiaries of the disclaimers, limitations of liability, indemnification, and release provisions set forth in this Agreement and may enforce those provisions directly against you.

25. LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL BIOTIA, ITS SUPPLIERS, OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR THE MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, AND PORTAL INCLUDED IN OR AVAILABLE THROUGH BIOTIA BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOSS OF DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, OR INABILITY TO USE, THE SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES TO THE EXTENT INDICATED ABOVE, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. BIOTIA'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT YOU PAID TO US TO USE THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE. BIOTIA ASSUMES NO LIABILITY FOR ANY ACTIONS TAKEN, INCLUDING ANY FURTHER USE OR DISCLOSURE OF INFORMATION, BY PERSONS TO WHOM YOU HAVE PROVIDED ACCESS TO TEST RESULTS AND/OR OTHER INFORMATION STORED IN YOUR PORTAL ACCOUNT OR WITH BIOTIA. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE SERVICES WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS.

26. ADDITIONAL RELEASE. YOU AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT MAY LIMIT THE EFFICACY OF THE INDEMNIFICATIONS, LIMITATIONS OF LIABILITY, OR RELEASES PROVIDED FOR IN THIS AGREEMENT. YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE § 1542, WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." IN ADDITION, YOU AGREE TO WAIVE ANY OTHER STATUTE OR COMMON LAW PRINCIPLES THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

27. CONSENT TO DOING BUSINESS ELECTRONICALLY. By accepting this Agreement, you agree and consent to Biotia sending you disclosures, notices, messages, reports, and other communications by means of email, by posting in the Portal, or by other means of electronic communication. It is your responsibility to monitor these communications. You agree that any notices, agreements, disclosures, or other communications that Biotia sends to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from Biotia by printing a paper copy or saving an electronic copy. You acknowledge and agree that you will not hold Biotia or any Biotia affiliate liable for any loss, injury, or claim of any kind resulting from your failure to read these communications. Biotia retains the right to block or otherwise prevent delivery of any type of email or other communication to or from Biotia as part of our efforts to protect Biotia resources, protect our patients, or stop you from breaching this Agreement.

28. ARBITRATION AND CLASS ACTION WAIVER. PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH BIOTIA ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS SECTION AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

28.1 YOU AND BIOTIA AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR THE SERVICES SHALL BE FINALLY DECIDED BY BINDING ARBITRATION UNDER THE CONSUMER ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA"), EXCEPT THAT EITHER PARTY MAY BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT IF THE CLAIM QUALIFIES. ARBITRATION USES A SINGLE, NEUTRAL ARBITRATOR TO DECIDE A DISPUTE (INSTEAD OF A JUDGE OR JURY); ARBITRATION ALLOWS FOR MORE LIMITED DISCOVERY THAN IN A COURT CASE; AND THE ARBITRATION PROCESS AND RESULT IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. IN AN ARBITRATION YOU HAVE THE RIGHT, AT YOUR EXPENSE, TO BE REPRESENTED BY AN ATTORNEY OF YOUR CHOOSING. ARBITRATORS CAN AWARD THE SAME DAMAGES AND RELIEF UNDER THIS AGREEMENT THAT A COURT CAN AWARD UNDER THIS AGREEMENT. YOU AND BIOTIA AGREE THAT ANY IN-PERSON ARBITRAL HEARING WOULD OCCUR IN KINGS COUNTY, NEW YORK. YOU AGREE THAT, BY AGREEING TO THIS AGREEMENT, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION, AND THAT YOU AND BIOTIA ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT AND THE TERMINATION OF YOUR USE OF THE SERVICES.

28.2 Arbitration Fees and Costs. If you initiate arbitration, Biotia will pay all AAA filing fees and arbitrator costs beyond the first $25, which shall be your responsibility (equivalent to the cost of initiating an action in small claims court). If Biotia initiates arbitration, Biotia will pay all AAA filing fees and arbitrator costs. Each party shall bear its own attorneys' fees unless the arbitrator determines that a claim or defense was frivolous or brought for an improper purpose, in which case the arbitrator may award reasonable attorneys' fees to the prevailing party.

28.3 Class Action Waiver. REGARDLESS OF THE FORUM, YOU AND BIOTIA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, THE ARBITRATOR MAY NOT JOIN OR CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID. THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL CLAIM.

28.4 30-Day Right to Opt Out. You have the right to opt out of and not be bound by the arbitration and class action waiver provisions set forth in this Section. To exercise this right, you must send written notice of your decision to opt out to the following address: Biotia, Inc., Attn: CEO, 30-02 48th Avenue, 2nd Floor, Suite 260, Long Island City, NY 11101, within thirty (30) days after first becoming subject to this Agreement. Your notice must include your name, mailing address, and email address associated with your account, and a clear statement that you wish to opt out of this arbitration agreement. If you opt out of these arbitration provisions, Biotia also will not be bound by them. The opt-out notice will not affect any other aspect of this Agreement or any prior arbitration agreement you may have with Biotia.

29. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of law principles. To the extent any dispute is not subject to arbitration, any action relating to this Agreement shall be brought in the federal or state courts located in Kings County, New York. You hereby agree to personal jurisdiction and submit to venue by such courts, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

30. REMEDIES. YOU ACKNOWLEDGE THAT ANY CLAIMS RELATED TO THE ESTABLISHMENT OR PERFORMANCE OF THE SERVICES SHALL BE BROUGHT TO THE ATTENTION OF BIOTIA. You agree that monetary damages may be inadequate for any violation, or threatened violation, by you of this Agreement. You consent to Biotia's obtaining any injunctive or equitable relief that Biotia deems necessary or appropriate, without posting bond or security or demonstrating damages. These remedies are in addition to any other remedies Biotia may have at law or in equity.

31. WAIVER OF JURY TRIAL. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

32. No Agency Relationship. Biotia shall at all times act as an independent contractor. Nothing in this Agreement, use of any of the Services, any Portal content, materials, or features of the Services shall create any partnership, joint venture, employment, or other agency relationship between Biotia and you. You may not enter any contract on behalf of or bind Biotia in any way.

33. Force Majeure. Biotia's, or any Laboratory's or Provider's, performance may be subject to interruption and delay due to causes beyond Biotia's reasonable control, including without limitation, strikes, labor unrest, riots, power outages, inclement weather, and acts of God. In the event of such interruption or delays, Biotia shall not be liable for any losses arising out of the delay or interruption of its, or its affiliated professional entities', performance of any obligations under this Agreement.

34. Entire Agreement. This Agreement, the Authorizations, and any other policies or notices referenced herein represent the entire agreement of the parties with respect to the subject matter hereof, and supersede and replace all prior and contemporaneous communications or agreements with respect to the Services and the subject matter hereof and thereof.

35. Assignment. You may not assign or transfer your rights or obligations under this Agreement, in whole or in part, and any such attempt will be null and void. Biotia may freely assign this Agreement. Similarly, Providers or the Laboratory may assign their rights to terminate their services, without further consent or notification to you.

36. Severability; Waiver. If any provision of this Agreement proves to be or becomes invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable in the manner that best advances the spirit of this Agreement; if such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect. No waiver by Biotia of any provision of this Agreement or the breach thereof shall be effective unless made in writing and signed by an authorized representative of Biotia. Any failure by Biotia to assert any right or obligation under this Agreement does not constitute a present or future waiver of such right or obligation.

37. EXPORT CONTROLS. This Agreement is expressly made subject to any laws, regulations, orders, or other restrictions on export from the United States of America of the Services or materials, or any information about any of them, which may be imposed from time to time by the government of the United States. You shall not export the Services or materials, or any information about any of them, without the prior written consent of Biotia and compliance with such laws, regulations, orders, and other restrictions. You represent and warrant that: (a) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist supporting" country; and (b) you are not listed on any U.S. government list of prohibited or restricted parties.

38. Contact Information. You can contact Biotia regarding this Agreement using the information below:

Biotia, Inc.
Email: privacy@biotia.io
Postal Address: 30-02 48th Ave, Suite 260, Long Island City, NY 11101
Toll-Free Phone number: +1 (917) 730-1829