Terms of Use & Consent

1. Acceptance of Terms

By downloading, installing, accessing, or using the BioEquilibria mobile application, website at bioeq.ai, web application, and any related services, features, or platforms we operate (collectively, the "Application"), you ("you" or "User") acknowledge that you have read, understood, and agree to be bound by these Terms of Use & Consent ("Terms") and our Privacy Policy. If you do not agree to these Terms, you must immediately discontinue use of the Application.

These Terms constitute a legally binding agreement between you and BioEquilibria LLC ("Company," "we," "us," or "our").

2. Eligibility and Parental/Guardian Consent

The Application is intended for users who are at least 18 years of age. If you are between the ages of 13 and 17, you may only use the Application with the express consent and ongoing supervision of a parent or legal guardian who has reviewed and agreed to these Terms on your behalf. The consenting parent or guardian assumes full responsibility for the minor's use of the Application, including compliance with these Terms.

Children under the age of 13 are not permitted to use the Application. In compliance with the Children's Online Privacy Protection Act ("COPPA"), we do not knowingly collect, use, or disclose personal information from children under 13 without verifiable parental consent. If we become aware that we have collected such information without proper parental consent, we will take steps to delete it promptly. If you believe a child under 13 has provided us with personal information, please contact us at the address provided in Section 25.

3. Medical/Health Information and AI Disclaimer

3.1 General Disclaimer

THE APPLICATION AND ANY CONTENT, FEATURES, OUTPUTS, RECOMMENDATIONS, CALCULATIONS, TRACKING, INSIGHTS, OR INFORMATION PROVIDED THROUGH IT (COLLECTIVELY, "HEALTH CONTENT") ARE PROVIDED FOR GENERAL INFORMATIONAL, EDUCATIONAL, AND WELLNESS PURPOSES ONLY. THEY ARE NOT INTENDED AND MUST NOT BE RELIED UPON AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, TREATMENT, OR CARE FROM A QUALIFIED HEALTHCARE PROFESSIONAL.

Nothing in the Application creates a doctor-patient relationship, establishes medical advice, or constitutes the practice of medicine, nursing, pharmacy, or any other healthcare profession.

3.2 FDA and Medical Device Disclaimer

THE APPLICATION IS NOT A MEDICAL DEVICE AND HAS NOT BEEN EVALUATED, CLEARED, OR APPROVED BY THE U.S. FOOD AND DRUG ADMINISTRATION (FDA). THE APPLICATION IS NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR MEDICAL CONDITION.

Any Health Content, including but not limited to personalized recommendations, wellness insights, peptide or supplement suggestions, and AI-generated outputs, is provided for informational and educational purposes only and does not constitute clinical decision support, a medical diagnosis, or a treatment recommendation. All Health Content should be reviewed by and discussed with a qualified healthcare provider before any action is taken. The Application is intended to supplement, not replace, the relationship between a patient and their healthcare provider, and any use of Health Content without independent professional oversight is at your sole risk.

3.3 AI-Generated and Personalized Content

Any personalized recommendations or insights are generated algorithmically based on general data and statistical models. These outputs are produced using automated processes and broad datasets—they are not the result of a licensed professional's clinical assessment and may contain inaccuracies, limitations, or biases inherent to such systems. Do not interpret or act on these outputs as definitive, individualized health guidance.

3.4 Prohibited Reliance

Do not use the Application or any Health Content to make medical decisions, including but not limited to decisions about:

• Diagnosis, treatment, or medication
• Dosage or medication interactions
• Lifestyle changes, diet, or exercise programs
• Emergency care or whether to seek or delay professional medical attention

3.5 Obligation to Consult a Professional

Always consult your physician or other qualified healthcare provider before starting, changing, or stopping any treatment, medication, diet, exercise, or other health-related action, and promptly seek professional medical help if you have any concerns about your health, suspect a medical emergency, or experience symptoms.

IN CASE OF A MEDICAL EMERGENCY, CALL EMERGENCY SERVICES (E.G., 911 IN THE U.S.) IMMEDIATELY. DO NOT RELY ON THE APPLICATION.

3.6 No Endorsement or Verification

We do not verify, endorse, or assume responsibility for the accuracy, completeness, timeliness, appropriateness, or safety of any Health Content, third-party information, user-generated content, or interpretations thereof. Reliance on any information provided by or through the Application is solely at your own risk.

3.7 Telehealth Services and Informed Consent

The Application may include telehealth or telemedicine features that enable remote healthcare consultations, communication, or monitoring between you and licensed healthcare providers ("Telehealth Services"). By accessing or using any Telehealth Services, you acknowledge and consent to the following:

• Telehealth Services involve the electronic transmission of personal and health information, including Protected Health Information (PHI), over secure communication channels.
• Telehealth Services have inherent limitations, including but not limited to: the inability to perform a physical examination, potential technology failures or interruptions, and the possibility that information transmitted may be insufficient to allow for appropriate medical decision-making.
• You have the right to withdraw your consent to Telehealth Services at any time without affecting your right to future care or treatment, and you may request an in-person consultation instead.
• Telehealth Services are not a replacement for emergency medical care. If you are experiencing a medical emergency, call 911 or go to your nearest emergency room immediately.
• Telehealth Services are subject to applicable state licensing laws. Healthcare providers delivering Telehealth Services through the Application are licensed in the state(s) where they practice and/or where you are physically located at the time of the consultation, as required by applicable law.
• All PHI transmitted during Telehealth Services is protected in accordance with HIPAA and our Privacy Policy.

Additional state-specific telehealth consent requirements may apply depending on your location. Where required by state law, separate informed consent documentation may be presented to you before initiating a Telehealth consultation.

4. Health Data, Privacy, and HIPAA

The Application may collect, process, and store health-related data that you voluntarily provide or that is generated through your use of the Application. Certain health-related data may constitute Protected Health Information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA").

BioEquilibria LLC operates as a Business Associate under HIPAA with respect to healthcare providers ("Covered Entities") who use or integrate with the Application. We do not directly provide medical services. Our HIPAA obligations arise through Business Associate Agreements ("BAAs") executed with Covered Entities whose patients' PHI we create, receive, maintain, or transmit on their behalf. We are committed to complying with all applicable Business Associate requirements under the HIPAA Privacy Rule, Security Rule, and Breach Notification Rule.

By using the Application, you consent to the collection, processing, and storage of your data — including PHI where applicable — as described in our Privacy Policy.

We implement administrative, technical, and physical safeguards in compliance with the HIPAA Security Rule to protect the confidentiality, integrity, and availability of electronic PHI. However, no method of electronic transmission or storage is 100% secure, and we cannot guarantee absolute security. You acknowledge and accept these inherent risks.

We do not sell your personal health data or PHI to third parties. Any sharing of PHI with third-party service providers (including AI/ML providers and cloud hosting) is governed by subcontractor BAAs as required by HIPAA, our Privacy Policy, and applicable data processing agreements. Your PHI will not be used to train or fine-tune third-party AI models without your explicit written authorization.

5. Intellectual Property

All content, features, functionality, software, designs, and trademarks associated with the Application are the exclusive property of BioEquilibria LLC or its licensors and are protected by applicable intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to use the Application for personal, non-commercial purposes in accordance with these Terms.

6. User Conduct

You agree not to misuse the Application. Prohibited conduct includes, but is not limited to:

• Reverse-engineering, decompiling, disassembling, or otherwise attempting to derive the source code, algorithms, or underlying AI models of the Application
• Scraping, harvesting, or systematically extracting health data or Health Content from the Application
• Sharing, transferring, or providing access to your account credentials to any third party
• Representing, distributing, or republishing AI-generated Health Content as professional medical advice, clinical guidance, or the opinion of a licensed healthcare provider
• Using the Application for any unauthorized commercial purpose, including reselling, sublicensing, or creating derivative products
• Introducing viruses, malware, or other harmful code, or attempting to gain unauthorized access to the Application's systems, servers, or other users' accounts or data
• Using the Application in any manner that violates applicable federal, state, or local law, including HIPAA, or that infringes the rights of any third party

7. Feedback and Suggestions

If you provide any suggestions, enhancement requests, recommendations, corrections, or other feedback regarding the Application (collectively, "Feedback"), you acknowledge and agree that: (a) such Feedback is provided voluntarily and without obligation of confidentiality; (b) BioEquilibria LLC shall exclusively own all rights, title, and interest in and to such Feedback; (c) we are free to use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback in any manner without restriction, attribution, or compensation to you; and (d) you hereby irrevocably assign to BioEquilibria LLC all right, title, and interest in and to all Feedback.

8. Information Shared by Users

The Application may permit you to share your Health Information, including PHI, with healthcare providers, family members, caregivers, or other individuals you designate ("Authorized Recipients"). You are solely responsible for determining which Authorized Recipients may access your Health Information and for verifying their identity.

We are not responsible for any unauthorized access, use, alteration, disclosure, or destruction of your Health Information caused by Authorized Recipients or other third parties with whom you choose to share your data. Once your Health Information has been shared with an Authorized Recipient, copies of that information may be incorporated into the recipient's own records, and we cannot retrieve, modify, or delete information from third-party systems.

You acknowledge that sharing Health Information is entirely voluntary and that you assume all risks associated with such sharing.

9. Disclaimer of Warranties

THE APPLICATION AND ALL HEALTH CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIOEQUILIBRIA LLC, AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND AI PROVIDERS (COLLECTIVELY, "COMPANY PARTIES") SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

• Your use of or inability to use the Application
• Any Health Content, AI-generated outputs, or recommendations provided through the Application
• Any medical or health decision made in reliance on the Application
• Unauthorized access to or alteration of your data
• Any third-party conduct or content on or through the Application

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY PARTIES EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR FIFTY U.S. DOLLARS ($50.00), WHICHEVER IS GREATER.

11. Time Limit on Claims

You agree that any claim or cause of action arising out of or related to your use of the Application or these Terms must be filed within one (1) year after such claim or cause of action arose. Any claim or cause of action not filed within this period is permanently barred. This limitation applies to the fullest extent permitted by applicable law.

12. Indemnification

You agree to indemnify, defend, and hold harmless BioEquilibria LLC and its Company Parties from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to your use of the Application, your violation of these Terms, your reliance on any Health Content for medical decisions, any Feedback you provide, or your sharing of Health Information with Authorized Recipients.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict-of-law provisions.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Application shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in Fulton County, Georgia, in accordance with its applicable rules. You agree that any arbitration shall be conducted on an individual basis and not as a class, consolidated, or representative action.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm.

14. Modifications to These Terms

We reserve the right to modify, amend, or update these Terms at any time at our sole discretion. If we make material changes, we will provide notice through the Application (e.g., an in-app notification or pop-up) or via the email address associated with your account at least thirty (30) days before the changes take effect.

Your continued use of the Application after the effective date of any modifications constitutes your acceptance of the updated Terms. If you do not agree to the revised Terms, you must discontinue use of the Application.

15. Termination and Account Deletion

15.1 Termination by Us

We may suspend or terminate your access to the Application at any time, with or without cause or notice. Upon termination, your right to use the Application ceases immediately. Sections 3, 4, 8, 9, 10, 11, 12, 17, and 24 shall survive termination.

15.2 Account Deletion by You

You may delete your account at any time through the following methods:

• In-App: Navigate to the account settings within the Application and follow the prompts to initiate account deletion.
• Via Web: Log in to your account at bioeq.ai and follow the account deletion process in your account settings.

You may also request account deletion by contacting our Privacy Officer at the address provided in Section 25, or by emailing privacy@bioeq.ai.

15.3 Effect of Account Deletion

Upon initiating account deletion, the following will apply:

• Your account will be deactivated immediately, and you will lose access to the Application and all associated data, features, and services.
• We will permanently delete your personal information and account data within the timeframe required by applicable law following the deletion request, except as described below.
• Any active paid subscriptions will not be automatically cancelled upon account deletion. You are responsible for cancelling any active subscriptions through the applicable app store or payment provider before deleting your account. No refunds will be issued for unused portions of subscription periods.
• Account deletion is permanent and irreversible. Once your data has been deleted, it cannot be recovered.

15.4 Data Retention and Disclosure Log

Notwithstanding your account deletion, certain records may be retained as required by applicable law, including HIPAA record retention requirements under our Business Associate Agreements with Covered Entities. Applicable state medical record retention laws may also require retention of health-related documentation for defined periods.

We will also retain a disclosure log recording how your Health Information was shared with third parties, Authorized Recipients, and providers during the life of your account. This log will be maintained only for as long as necessary to satisfy applicable legal and contractual obligations, after which it will be securely deleted.

We will securely retain only the minimum data necessary to satisfy these obligations. All retained data will continue to be protected in accordance with HIPAA and our Privacy Policy. Once all applicable retention periods have expired, any remaining data will be securely deleted or de-identified.

16. Third-Party Services and Links

The Application may contain links to or integrations with third-party websites, services, or content. We do not control, endorse, or assume responsibility for any third-party content or services. Your interactions with third parties are governed by their respective terms and policies.

17. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

18. Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms if such failure or delay results from circumstances beyond our reasonable control, including but not limited to: acts of God, natural disasters, pandemics or epidemics, war, terrorism, civil unrest, government actions or orders, labor disputes, power or internet failures, cyberattacks, or failures of third-party service providers.

19. Assignment

You may not assign, transfer, or delegate your rights or obligations under these Terms without our prior written consent. Any attempted assignment in violation of this provision shall be null and void. We may freely assign, transfer, or delegate our rights and obligations under these Terms, in whole or in part, without notice or your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

20. Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. A waiver of any provision of these Terms shall be effective only if made in writing and signed by the waiving party.

21. Entire Agreement

These Terms, together with the Privacy Policy, the Business Associate Agreement (Section 24), and any other policies or agreements referenced herein, constitute the entire agreement between you and BioEquilibria LLC with respect to the Application and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

22. App Store Provider Terms

The following additional terms apply to any version of the Application accessed through or downloaded from the Apple App Store or Google Play Store (each, an "App Provider"). By downloading or using the Application, you acknowledge and agree that:

• These Terms are between you and BioEquilibria LLC only, and not with the App Provider. BioEquilibria LLC, not the App Provider, is solely responsible for the Application.
• The App Provider has no obligation to furnish any maintenance or support services with respect to the Application.
• In the event of any failure of the Application to conform to any applicable warranty, the App Provider's sole warranty obligation (if any) is limited to refunding the purchase price of the Application. All other warranty claims, losses, liabilities, damages, costs, or expenses are the sole responsibility of BioEquilibria LLC under these Terms.
• The App Provider is not responsible for addressing any claims by you or any third party relating to the Application, including product liability claims, claims that the Application fails to conform to any applicable legal or regulatory requirement, or claims arising under consumer protection or similar legislation.
• In the event of any third-party claim that the Application or your use of the Application infringes that third party's intellectual property rights, BioEquilibria LLC, not the App Provider, will be solely responsible for the investigation, defense, settlement, and discharge of any such claim.
• You represent and warrant that (a) you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
• The App Provider, and its subsidiaries, are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, the App Provider will have the right to enforce these Terms against you as a third-party beneficiary.
• You must comply with all applicable App Provider terms of service, including the Apple Media Services Terms and Conditions and the Google Play Terms of Service.

23. Provider-Specific Supplemental Terms

The following supplemental terms apply to licensed healthcare providers ("Providers") who use the Application in addition to all other provisions of these Terms. In the event of a conflict between these supplemental terms and any other terms herein, these supplemental terms shall prevail.

23.1 Provider Eligibility and Licensing

If you are a Provider using the Application, you must be a physician, nurse practitioner, or other healthcare professional duly licensed under applicable state and federal law. You represent and warrant that, at all times while using the Application, you: (a) maintain all required professional licenses in good standing; (b) maintain medical malpractice insurance coverage satisfying the requirements of all jurisdictions in which you are licensed; and (c) comply with all applicable laws, professional licensing board rules, and regulations applicable to your practice.

23.2 No Practice of Medicine by BioEquilibria

BioEquilibria LLC does not practice medicine and offers no medical or healthcare services. The Application is a tool to support Providers in organizing, managing, and communicating Health Information. Providers are solely responsible for all clinical decisions, diagnoses, treatment plans, and the provision of medical care to their patients.

23.3 Provider-Patient Relationship

The relationship between a Provider and a patient is directly between the Provider and the patient. No physician-patient or provider-patient relationship exists between the patient and BioEquilibria LLC. Providers are solely responsible for all agreements, consents, notices, billings, collections, and other interactions with patients.

23.4 Provider Indemnification

In addition to the general indemnification obligations in Section 12, Providers agree to defend, indemnify, and hold harmless BioEquilibria LLC from any claim by or on behalf of any patient, or by any third party claiming damage by virtue of a relationship with such a patient, which arises out of the Provider's use of the Application or the Provider's provision of medical or healthcare services.

23.5 Provider Content

Any materials submitted by a Provider to or through the Application ("Provider Content") must not be defamatory, unlawful, obscene, threatening, fraudulent, or in violation of any intellectual property rights. Providers are solely responsible for obtaining all necessary agreements and consents from patients.

24. Business Associate Agreement

This Section 24 constitutes the Business Associate Agreement ("BAA") between BioEquilibria LLC ("Business Associate") and healthcare providers who are Covered Entities under HIPAA ("Covered Entity"). This BAA is applicable to the extent that BioEquilibria LLC creates, receives, maintains, or transmits Protected Health Information ("PHI") on behalf of the Covered Entity in connection with the Services. Terms not defined in this section have the meanings given to them in HIPAA.

24.1 Permitted Uses and Disclosures of PHI

Business Associate may use and disclose PHI only as follows:

• To provide the Services to Covered Entity, including storing PHI, making it available to the Covered Entity and its authorized workforce, and facilitating the sharing of PHI with individuals and entities authorized by the Covered Entity.
• For treatment, payment, and healthcare operations of the Covered Entity, as defined under 45 CFR § 164.501.
• To carry out Business Associate's legal responsibilities or for its proper management, provided that disclosures are either required by law or made with reasonable assurances of continued confidentiality.
• To provide data aggregation services to the Covered Entity as permitted by the Privacy Rule.
• To create de-identified information in accordance with the HIPAA Privacy Rule. De-identified data is no longer subject to this BAA.
• As otherwise permitted or required by HIPAA and applicable law.

24.2 Obligations of Business Associate

In creating, receiving, maintaining, or transmitting PHI on behalf of the Covered Entity, Business Associate will:

• Not use or disclose PHI except as permitted or required by this BAA or as required by law.
• Use appropriate safeguards and comply with the HIPAA Security Rule with respect to electronic PHI to prevent unauthorized use or disclosure.
• Report to the Covered Entity any use or disclosure of PHI not provided for by this BAA, including any Breach of Unsecured PHI as required by 45 CFR § 164.410 and any Security Incident of which it becomes aware.
• Ensure that any subcontractors that create, receive, maintain, or transmit PHI on its behalf agree to substantially the same restrictions and conditions.
• Make available PHI to support the Covered Entity's obligations under 45 CFR §§ 164.524 (access), 164.526 (amendment), and 164.528 (accounting of disclosures).
• Make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of HHS for compliance determination purposes.

24.3 Obligations of Covered Entity

Covered Entity is solely responsible for: (a) ensuring that its use and disclosure of PHI through the Application complies with HIPAA and applicable law; (b) obtaining all necessary consents, authorizations, or releases from individuals; (c) including any required statements in its notice of privacy practices; (d) providing patients with their rights under HIPAA, including the rights of access, amendment, and accounting of disclosures; and (e) not requesting that Business Associate use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by the Covered Entity.

24.4 Term and Termination of BAA

This BAA is effective for the duration of the Covered Entity's use of the Application. Upon termination, Business Associate will, if feasible, return or destroy all PHI received from or created on behalf of the Covered Entity, and retain no copies, except where return or destruction is not feasible for legal, regulatory, or operational reasons, in which case Business Associate will extend the protections of this BAA to such information and limit further uses and disclosures to those purposes that make return or destruction infeasible.

25. Contact Information

If you have questions, concerns, or feedback regarding these Terms, or to exercise your privacy rights, please contact us at:

Consent Acknowledgment

By clicking "I Agree," creating an account, or otherwise accessing or using the Application, you expressly acknowledge and agree that:

1. You have read, understood, and agree to be bound by these Terms of Use & Consent and the Privacy Policy.
2. The Application is not a medical device, has not been evaluated or approved by the FDA, and is not intended to diagnose, treat, cure, or prevent any disease.
3. The Application provides general wellness information only and is not a substitute for professional medical advice, diagnosis, or treatment.
4. AI-generated outputs may contain inaccuracies and should not be relied upon for medical decisions without independent professional oversight.
5. You consent to the collection, processing, and storage of your health data, including Protected Health Information (PHI) where applicable, as described in the Privacy Policy.
6. You are at least 18 years of age, or you are between 13 and 17 with parental/guardian consent.
7. You assume all risks associated with your use of the Application and any Health Content.
8. You understand and consent to the use of Telehealth Services as described in Section 3.7, including the inherent limitations of remote healthcare consultations, and acknowledge that Telehealth Services are not a substitute for emergency medical care.
9. In accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.), you consent to receiving all notices, disclosures, authorizations, acknowledgments, and other documents electronically. You agree that your electronic acceptance of these Terms has the same legal force and effect as a handwritten signature.