Version 3.0
Effective Date: February 2, 2022

Edifice Health, Inc. (“Edifice Health”) specializes in the detection of systemic chronic inflammation. Based on a quote, request or other order (“Order”) placed by you (referred to herein as the “Client” or “you”) you have requested that Edifice Health perform certain tests with the use of our proprietary iAge® Test on blood samples provided by you (the “Services”). By entering into such Order, you acknowledge you have read, understood and agree to be bound by these terms and conditions (the “Terms”).

In order to perform the Services, Edifice Health must receive a sufficient amount of blood samples (“Samples”) that you agree to provide in accordance with all applicable laws and regulations. If you are collecting your own Samples with the use of an Edifice Health specimen collection kit (“Kit”) you must carefully read and follow the instructions that accompany the Kit. Failure to follow the instructions may result in a rejection of the Samples. You further agree that the Kits may only be used by you for the purpose of collecting Samples to be provided to Edifice Health. Any use of the Kits for a non-personal (including reselling, distributing, sharing, or transferring to a third party) and commercial use is strictly prohibited. If you are ordering the Services on behalf of another individual(s), then you represent and warrant that:
(i) the Samples have been collected in strict accordance with the Edifice Health testing protocols (the “Testing Protocols”) by a person possessing all applicable federal and state licenses and certifications required to collect the Samples;
(ii) proper approval from an institutional review board, or equivalent, and proper informed consent from relevant parties have been obtained in connection with the collection of all Samples and Data (defined below);
(iii) you have complied with all applicable laws relating to the protection of human subjects and the handling and use of all Samples and Data;
(iv) you are authorized to provide such Samples and Data to Edifice Health for all of the purposes indicated in these Terms; and
(v) you have the required consent and authority to agree to these Terms on behalf of each person from whom Samples were collected.

You are responsible for shipping the Samples to Edifice Health in accordance with the instructions provided to you. Edifice Health shall not be responsible for any damage to the Samples from whatever cause or source during shipment. If you have any questions regarding the collection of the Samples you can contact Edifice Health at labservices@edificehealth.com.

As a pre-requisite to ordering the Services, you will be required to create an account on one or more Edifice Health websites (“Account”). In creating the Account you may be asked to complete a Client questionnaire and provide specific data for each Sample to be provided to Edifice Health (the “Data”). By establishing an Account, you represent and warrant that you have the right to, and are authorized to, provide the information you provide for yourself or those on whose behalf you have ordered the Services. You agree that all information you provide to Edifice Health is accurate, up to date and does not infringe on any person’s rights. You are responsible for maintaining the accuracy and confidentiality of your Account information and password and for restricting access to such information and to your computer or device. You agree to (a) immediately notify Edifice Health of any unauthorized access or use of your password or Account or any other breach of security, and (b) ensure that you properly exit from your Account at the end of each session. All activities that occur under your Account or password, will be your responsibility. If you have any questions regarding setting up your Account you can contact Edifice Health at labservices@edificehealth.com.

By submitting Samples to Edifice Health, whether on your own behalf or on behalf of another party, you agree to, and hereby do, transfer and assign to Edifice Health and its assigns and successors all right, title and interest in and to the Samples and data derived therefrom. If laws in certain jurisdictions do not permit such assignment, you agree that Edifice Health may use the Samples and any data derived therefrom in accordance with the terms of our Privacy Policy including, without limitation, for research, testing and data analysis. You understand that you, and any person on whose behalf you are submitting Samples, acquire no rights in any research or products that may be developed by Edifice Health or its partners. You specifically understand and agree that you will not receive compensation for any research or commercial products that include or result from your Samples or Data.

By submitting Samples and/or Data to Edifice Health you authorize Edifice Health to perform the Services. Edifice Health will use the Samples and Data to provide the Services and to generate information from such Samples and Data to be reported to Client in a pdf file or other similar report (“Results”). The Results will be posted directly on your Account. If you are ordering the Services on behalf of a third party you represent and warrant that you have such person’s consent to receive the Results generated in connection with the Samples provided by such individual. Services shall be performed pursuant to the Order, these Terms and in accordance with all applicable laws and government regulations. You agree that Samples may be shared by Edifice Health with third party certified laboratories for the purpose of providing the Services. You accept that the Samples will not be returned to you and may be damaged or destroyed during the performance of the Services. Despite the processing of the Samples, Results may not be generated from the performance of the Services, and Edifice Health will not be liable for any losses that result from damage to the Samples. Edifice Health does not represent or guarantee that the Service will be performed or completed within any specific timeframe. No refunds will be provided in connection with the Services. Edifice Health reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service and your Account (or any part thereof) with or without notice.

In consideration of the performance of the Services, Client agrees to pay the fees, taxes and expenses as indicated in the Order (the “Fees”). Client’s obligation to pay Edifice Health is not subject to Results being derived from the Samples.

These Terms include the Edifice Health privacy policy found at https://edificehealth.com/privacy/ (the “Edifice Privacy Policy”). By agreeing to these Terms you represent and warrant that you have reviewed understand, and agree to the Edifice Privacy Policy that describes in detail how Edifice Health collects, uses, stores, maintains, processes, discloses and protects your information when you create an Account and/or use our Services.

You further acknowledge and agree that:

(i) Edifice Health may collect information about you, including your disease conditions, other health-related information, personal traits, ethnicity, family history, diet preferences and constraints, and other information that you enter into forms, questionnaires, or features during the creation of your Account (including your disease conditions, health-related information, personal traits, ethnicity, family history, and other information that you provide as answers to the initial or additional questionnaires), while using the Service, communicating with us, while visiting our website and online resources, or while signed into your Account. Edifice Health agrees that your Data and the information you provide to us will be used mainly for the purpose of provisioning our Service, communicating with you, research and development, studies, and to provide you with your Results. We may also use your information for improving our data analysis methods and the artificial intelligence engine that helps us provide you with more accurate and personalized Results; and
(ii) Edifice Health may collect personal information about you that may constitute identifiable information (“Personal Information”). This Personal Information may include personally identifiable information (“PII”) that when used alone or with other relevant data could identify you (e.g., first and last name, birthdate, home address, social security number, bank account number, passport number, etc.).
Some of the Personal Information collected by or provided to Edifice Health may constitute sensitive data, a category of Personal Information of an individual relating to confidential medical facts, records, racial or ethnic origins, political or religious beliefs, or sexuality.
Also included in Personal Information is the information you provided about your health status, provision of health care, medical record, or payment history (“Protected Health Information” or “PHI”).

You agree that Edifice
Health may use your Personal Information (including, without limitation PII and PHI), Data and Results for purposes that include provisioning our Services, improving our Services, conducting data analysis, improving our artificial intelligence engine, research and development, clinical research studies (clinical trials and other studies), sales, marketing, customer service, and for other purposes as we may deem necessary.

You agree that Edifice Health is free to store, preserve and disclose any and all Personal Information, to law enforcement agencies or others if required to do so by applicable law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

i) comply with legal processes (such as a judicial proceeding, court order, or government inquiry);
ii) fulfill obligations arising out of ethical or professional rules, laws, and regulations;
iii) enforce these Terms;
iv) respond to claims that the Service violates the rights of third parties; or
v) protect the rights, property, or personal safety of Edifice Health, its employees, its users, its customers, and the public.

Edifice Health may use your Personal Information in de-identified, anonymized, pseudonymized or aggregated forms for research, analysis, and product improvement. Research and product development are important aspects of our Service. We believe that the insights we gain and scientific discoveries we make in the future may benefit the general population as a whole and may also indirectly benefit you or your family. You understand that you will not receive and you agree to waive compensation (by way of cash, equity, or other financial benefit or reward) in connection with any research conducted by Edifice Health, the results of such research and the improvement to or development of commercialization of our products.

You understand that the technical processing and transmission of your Personal Information as part of the Services may involve (a) transmissions over various networks; (b) de-identification or aggregation; and (c) changes to conform and adapt to technical requirements of connecting networks or devices.

Edifice Health will not share your Personal Information or Results with employers, health insurance providers or companies, or public databases without your consent. Further, Edifice Health will not sell, lease or rent your individual-level Personal Information to third parties. However, we may use and share de-identified and aggregated information (that does not identify you personally) with third parties in order to improve our Services, and for marketing and other communications purposes.

Residents of the European Union may have certain special rights on their Personal Data by operation of law. Also, residents of California and Nevada may have certain additional rights by operation of law. Edifice Health endeavors to comply with these laws to the maximum extent as further explained in our Privacy Policy.

You represent and warrant that: (a) any Sample you provide to Edifice Health is yours, and if you are agreeing to these Terms on behalf of a minor as a parent or legal guardian, or a person for whom you have legal authorization, you are confirming that the Sample provided will be the Sample of that minor or the person, (b) you are at least eighteen (18) years old or above the legal age of majority to form a binding contract in your country of residence, (c) the individual from whom the Sample was collected does not have any infection or communicable disease, (d) any Data provided that relates to other person (e.g.: family members) is provided with the express permission from such third parties, and (e) you will not use the Services for any purpose other than your own non-commercial personal use. If you are outside the U.S. you will not send us a Sample or Data if sending such Sample or Data would violate any export ban or other restriction in the country in which you reside or from which you are sending the Sample or Data.

As a condition to purchasing or using the Kits and Service, you represent and agree to use the Kits, Service and Results solely for their intended purpose under this Agreement and not to engage in any of the following activities that are unlawful or prohibited by these Terms:
i) any resale, offer to sell, and commercial (non-personal) use of the Kits or Service;
ii) reverse engineer or otherwise use the Kits, Services or Results to build a competing product or service;
(iii) create any derivative services or products from the Kits, Services or Results;
(iv) use the Kits, Services or Results for benchmarking purposes;
(v) provide untruthful information in your Account or misrepresent the identity or create false or deceitful identities of persons and applicable details in order to place orders of Kits or Services;
vi) any modification or derivative use of the Service;
vii) any attempt to gain unauthorized access to Edifice Health’s servers or computer systems or to engage in any activity that disrupts, damages, disables, diminishes the quality of, interferes with the performance of, or impairs the functionality of, any part of the Service;
viii) misrepresenting the age of majority, parental rights, or the legal guardianship of a minor;
ix) impersonate, falsification of identity, or misrepresent your affiliation with any person or entity;
x) use the Services outside of the countries where such use is permitted;
xi) unauthorized use of branded trademarks, trade names, and key words associated with the Services in online media that amounts to false association and cause consumer confusion;
xii) upload or transmit any content that you do not have a legal right to transmit (such as insider information, proprietary and confidential information, personal health information, content that infringes intellectual property rights of a third party, etc.);
xiii) violate these Terms, code of conduct or other guidelines, which may be applicable to a specific area of the Service or have been notified;
xiv) intentional or unintentional violation of local, state, national, or international law.

You agree that Edifice Health has the right to terminate your Account upon determining there has been a breach or suspected breach of these Terms including any of the restrictions in this Section 8.

If you have certain medical conditions, are using medications or do not feel well you agree to use any Kit provided to you only after consulting with your physician. By utilizing the Services, you represent that you are aware of the potential risks associated with use of the Services, including use of the Kits and the collection and submission of Samples and Data to Edifice Health.
Some potential risks associated with using the Kits and Services are as follows:
i) You may feel discomfort when collecting Samples;
ii) a security breach could result in unauthorized disclosure of your Data including Personal Information;
iii) You may learn information about yourself that prompts you to consult or follow-up with your physician. You will be fully responsible for the costs of this follow-up testing, consulting, and any resulting treatment;
iv) You may find out information about yourself that will evoke strong emotions and has the potential to alter your behavior and lifestyle;
v) There may be errors in your Results and we may not know such error has occurred; vi) The blood collection may cause you to bleed; this will likely be minor and should stop with pressure. There is also a chance that you may faint or feel light-headed. The puncture site could become infected; and
vii) There can be adverse health effects if you fail to follow exactly the instructions given with the Kits for collecting Samples. Edifice Health will not provide any payment or treatment if you have an injury while collecting Samples.

As used in these Terms, the term “Intellectual Property” refers to proprietary methods, discoveries, inventions, patents, trade secrets, copyrights, trademarks, service marks, trade dress, compositions, products, procedures, know-how, data, reports, programs, processes, protocols, written or electronic writings, illustrations, images, and any other form of proprietary rights. You agree that you do not and will not, as a result of the Order or performance of Services, acquire any right, title, or interest in any Intellectual Property of Edifice Health owned or controlled as of the effective date of the Order or that Edifice Health obtains ownership or control of separate and apart from the performance of the Order. You agree that technologies, methodologies, and know-how and any and all improvements to Edifice Health technology, whether or not conceived within the performance of the Services, shall be the sole property of Edifice Health.

EDIFICE HEALTH DOES NOT PROFESS TO PROVIDE MEDICAL ADVICE, DIAGNOSIS OR HEALTH TREATMENT. FOR THE AVOIDANCE OF DOUBT, THE INFORMATION CONTAINED IN THE RESULTS IS NOT A SUBSTITUTE FOR SEEKING PROFESSIONAL MEDICAL ADVICE AND IS PROVIDED FOR INFORMATIONAL AND EDUCATION USE ONLY. YOU SHOULD CONSULT A PHYSICIAN OR PROFESSIONAL HEALTHCARE ADVISOR WHO IS FAMILIAR WITH YOUR PERSONAL CIRCUMSTANCES BEFORE CHANGING YOUR PERSONAL BEHAIVORS, ESPECIALLY IF SUCH CHANGES ARE BASED ON INFORMATION, INCLUDING RESULTS, OBTAINED THROUGH EDIFICE HEALTH SERVICES.

EDIFICE HEALTH IS NOT RESPONSIBLE FOR DELETION, ERASURE OR LOSS OF SAMPLES, DATA OR RESULTS.

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE PARTIES AGREE THAT THE KITS, SERVICES AND RESULTS ARE PROVIDED TO CLIENT “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK.

You hereby agree to defend, indemnify and hold harmless Edifice Health from any claims or liabilities which might arise as a result of a claim relating to (i) a breach of the representations and warranties provided in this Agreement, (ii) content or data provided or posted by you in connection with the Services, (iii) your violation of any third party right, including without limitation, any intellectual property rights, privacy, confidentiality or property right; or (iv) your violation of any laws, rules, regulations, code, statutes, ordinances or any governmental or quasi-governmental authorities. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior consent.

EDIFICE HEALTH’S TOTAL LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THE ORDER OR THE PERFORMANCE OF THE SERVICES, SHALL NOT EXCEED, AND EDIFICE HEALTH SHALL NOT BE REQUIRED TO PAY, INDEMNIFY OR REIMBURSE CLIENT FOR ANY AMOUNT IN EXCESS OF, THE AMOUNT PAID UNDER THE ORDER ON WHICH SUCH LIABILITY IS BASED. CLIENT’S CLAIM FOR A RETURN OF SUCH AMOUNTS PAID SHALL BE CLIENT’S EXCLUSIVE REMEDY FOR ANY DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL ANY PARTY BE ENTITLED TO INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING IN CONNECTION WITH THE DEFAULT OR BREACH OF ANY OBLIGATION OF THE OTHER PARTY UNDER THE ORDER.

Edifice Health may terminate providing Services or certain features of the Services at any time in its sole discretion. Once placed, an Order may not be terminated by the Client.

In the event of a dispute arising under these Terms which is the subject of a claim before a court of competent jurisdiction, these Terms shall be construed and the rights of the parties determined in accordance with the laws of the State of California.

The Edifice Health website and the Services may contain links to third-party websites or resources. Edifice Health provides these only as a convenience and we are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

Edifice Health welcomes any suggestions, feedback or comments from you (“Feedback”). You agree that any Feedback pertaining to our Services including ideas for new or improved products, technologies, website or tool enhancement will automatically upon submission to Edifice Health become the property of Edifice Health without any compensation to you. Furthermore, Edifice Health may use, publish, or redistribute any Feedback for any purpose and in any way it deems.

These Terms, the Edifice Privacy Policy and the Order constitute the entire agreement of the parties with respect to the subject matter described herein and supersedes all previous commitments, agreements and/or understandings with respect to such subject matter, whether oral or written. These Terms cannot be modified or amended except by written consent of Edifice Health. No purchase order, invoice or other document issued by the Client, even if expressly stated in such documents shall override these Terms.

Edifice Health is excused from performance of its obligations under these Terms to the extent caused by acts or omissions that are beyond its control of, including but not limited to disease (including pandemics or epidemics), government embargoes, blockages, seizures or freeze of assets, delays or refusals to grant an export or import license or the suspension or revocation thereof, or any other acts of any government; fires, floods, severe weather conditions, or any other acts of God; quarantines; labor strikes or lockouts; riots; strife; insurrections; civil disobedience or acts of criminals or terrorists; war; material shortages or delays in deliveries to Edifice Health by third parties. In the event of the existence of any force majeure circumstances, the period of time for delivery, payment terms and payments under any letters of credit will be extended for a period of time equal to the period of delay. If the force majeure circumstances extend for six months, Edifice Health may, at its option, terminate and any outstanding Order without penalty and without being deemed in default or in breach thereof.

Edifice Health may revise, update or modify these Terms at any time in its sole discretion. Such revisions, updates or modifications shall be effected as of the date stated at the top of these Terms. Your continued use of the Services following the posting of such changed or modified Terms will constitute your acceptance of such changes or modifications.

These Terms and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of California without giving effect to the principles of conflict of law. Each of the parties to these Terms agree to the exclusive jurisdiction and venue of the courts of the state and federal courts in San Mateo County, California.

If you have any complaints, questions or concerns regarding these Terms or our Services, you may contact us at labservices@edificehealth.com.