Terms of Service

Overview of Vitadel Services

Vitadel is a technology company that makes available to individuals who register as users of the Service ("Users") convenient and streamlined access to certain products and services sold or offered by Vitadel or by third-party medical providers, lab testing companies, pharmacies, and other vendors. Vitadel helps coordinate with the providers, phlebotomists, laboratories, pharmacies, and other health and wellness services, and provides informational content relating to wellness, diet, and lifestyle to help you take ownership of your healthcare journey via the Platform.

With respect to the Phlebotomists, Labs, Pharmacies, the Medical Groups and the Healthcare Providers, we act solely as a technology platform to connect you with the products and services offered by the Phlebotomists, Labs, Pharmacies, Medical Groups and Healthcare Providers through the Service. We do not control or influence the practice of medicine by the Medical Groups or any Healthcare Providers, each of whom is solely responsible for the medical care and treatment he or she provides to you.

Eligibility and Access

Certain portions of our Service are currently only available to individuals who are located in states in which we offer the Service, are at least eighteen (18) years of age or older, or at least the age of majority in their jurisdiction of residence, if higher than eighteen (18), and who have accepted this Agreement. By visiting, accessing, registering with or using the Service, you are:

• representing and warranting to us that you satisfy all of these eligibility requirements
• agreeing to comply with all applicable laws in visiting, accessing, registering with our using the Service
• agreeing that you will only use the Service for lawful purposes

Our Service is subject to state regulations and may change from time to time due to changes in applicable regulatory requirements. Certain products available through the Service are subject to additional age restrictions, and not all products or services on our Platform are available to all ages.

Payment and Billing

Please note that membership fees to Vitadel are NEVER covered by insurance. Additionally, your Vitadel membership fee cannot be applied towards a copay or coinsurance, nor can it be related to utilization of the telehealth platform, or scheduling.

Vitadel and the Medical Groups are currently not enrolled with, and are not participating providers with, any federal, state, or private payor healthcare programs (i.e., Medicare, Medicaid) for the provision of any medical services or supplies. By choosing to use the Service, you are specifically choosing to obtain products and services on a cash basis outside of any federal, state, or private payor healthcare program.

By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor, Stripe) to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges).

Membership and Subscription Terms

When you register for a membership with Vitadel to have access to the Platform ("Membership"), you expressly acknowledge and agree that:

• your Membership automatically renews and Vitadel (or our third-party payment processor) is authorized to charge you on an annual basis for your Membership
• your Membership continues to automatically renew until you cancel it or we suspend or stop providing access to the Platform

When you register for an annual Membership, you understand and agree that you are obligated to an initial one-year, non-cancellable period ("Non-Cancellable Period"). Effective after the Non-Cancellable Period, you may opt-out of any renewal annual Membership at any time by contacting help@vitadel.com and requesting a cancellation of your renewal of your Membership.

Cancellation and Refund Policies

Lab Testing Services

Applicable Services: Comprehensive Blood Panel, Custom Blood Panel, Intestinal Permeability Panel, Environmental Toxins Panel, PFAS Chemicals Panel, Food & Environmental Allergy Testing, Galleri Early Cancer Detection Test and other lab testing.

Cancellation Policy: Lab tests may be cancelled for a full refund up to 24 hours before your scheduled appointment. After this time, cancellations are subject to a $50 processing fee.

Refund Policy: If a lab test cannot be completed due to technical issues or lab errors, you will receive a full refund.

Imaging and Testing Services

Applicable Services: Full-Body MRIs, VO2 Max Testing, DEXA Scans, & Coronary Calcium Score Testing, IV Drips

Cancellation Policy: These services may be cancelled for a full refund up to 48 hours before your scheduled appointment. Cancellations within 48 hours are subject to a 50% cancellation fee.

Refund Policy: If the service cannot be completed due to facility or equipment issues, you will receive a full refund.

After Service Completion

Once lab results have been processed and made available to you, or imaging services have been completed, refunds are generally not available. However, we will consider refunds on a case-by-case basis for technical issues, processing errors, facility errors, or equipment malfunctions.

Phlebotomy Services

Vitadel does not provide phlebotomy services and will not perform your blood draws but will provide you access to and coordinate with GetLabs, an independently operated and unaffiliated company that will send phlebotomists to your location to draw your blood. By using the Services, you understand that the terms and conditions and privacy policy of GetLabs will apply to services performed by GetLabs.

You understand that blood-based laboratory testing requires obtaining a blood sample, which could result in bruising, hematoma, infection, lightheadedness, bleeding, fainting, and discomfort. You agree to consult with your medical provider in advance of using our Services.

Laboratory Services

Vitadel does not own or operate a laboratory. All laboratory testing services will be performed by Labcorp, Quest Diagnostics, or other third-party laboratory testing services, each of which is an independently owned and unaffiliated laboratory.

Accessing Lab Tests on the Platform: You will receive your Lab results via the Platform, and any abnormal results will be flagged. Vitadel and/or a third-party Medical Group will make all reasonable efforts to notify you of abnormal or critical lab values via the Platform and by email and/or phone contact. You are responsible for checking your laboratory results and completing any necessary follow up with your primary care provider.

Requests for Lab Invoices: Patients residing in New York, New Jersey, and Rhode Island have the right under their respective state patient billing laws to request an itemized price list from Vitadel for their laboratory tests.

Account Registration and Security

You are obligated to register and set up an account in the Platform in order to access the Service. You agree to accurately maintain and update any information about yourself that you have provided to Vitadel. You also agree to immediately notify Vitadel of any unauthorized use of your username, password or any other breach of security by emailing help@vitadel.com.

It is your responsibility to affirmatively logout from your account when you are not actively using it. It is also your responsibility to secure and prevent unauthorized physical access to your computer, phone and other devices, and to protect the confidentiality of your username and password.

Device and System Requirements

You are responsible for providing and maintaining, at your own risk, option and expense, appropriate software and hardware capabilities (consistent with any technical, quality or other requirements described in the Service) to enable use of the Service, including but not limited to, a computer or mobile device with a video camera and Internet access. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service. You also have a duty to provide truthful, accurate and complete information in any forms or other communications you submit to or through the Service. We reserve the right to change the access configuration, including any software, hardware or other requirements of the Service at any time without prior notice.

Intellectual Property

The Service and the information and Content available through the Service are protected by copyright laws throughout the world. Subject to your compliance with this Agreement, Vitadel grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal use.

Vitadel's stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Service are the trademarks of Vitadel and may not be used without permission.

User Submissions

Subject to any limitations on PHI described below, any information you transmit to Vitadel via the Service, whether by direct entry, submission, email or otherwise, including data, questions, comments, forum communications, or suggestions (collectively, "Submissions"), will, to the extent permitted under applicable law, be treated as non-confidential and non-proprietary. Subject to any applicable account settings that you select, you grant Vitadel a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Submissions (in whole or in part) for the purposes of operating and providing the Service to you and to our other users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Submissions has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Vitadel, are responsible for all of the Submissions that you provide to the Service. In addition to the foregoing, Vitadel shall have the right, in its sole discretion, to edit, duplicate, or alter the Submission in any manner for any purpose that Vitadel deems necessary or desirable, and you irrevocably waive any and all so-called moral rights you may have in the Submission. You further agree that you shall have no right of approval and no claim to compensation in connection with the Submission. Moreover, to the fullest extent permitted by applicable laws and regulations, Vitadel shall have the right to use patient-reported data, including, without limitation, Submissions that you provide to Vitadel on an aggregated and anonymized basis to analyze reported outcomes and behaviors in order allow Vitadel to: (i) inform prescribing best practices, (ii) improve predictive longevity modeling, and (iii) produce product recommendations that might be shared with third parties. Vitadel also reserves the right, subject to applicable laws and regulations, to share aggregated and de-identified patient-reported data with academic and research institutions or to use such data in its own academic or research publications at the sole discretion of Vitadel.

Prohibited Activities

Any use or attempted use of the Service for any unlawful, unauthorized, fraudulent or malicious purpose is prohibited. In addition, in connection with your use of the Service, you agree you will not:

• upload or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or libelous
• create a false identity or impersonate any person or entity
• upload files that contain viruses, malware, or other harmful software
• use the Service in a manner that adversely affects the availability of its resources to other users
• violate any applicable local, state, national or international law
• harvest or collect information about others, including email addresses
• use any automated means to access the Service or copy content

Third Parties

Parties other than Vitadel, including Phlebotomists, Labs, Pharmacies, Medical Group and Healthcare Providers (collectively, "Third-Parties") provide services or sell products through the Service, and Vitadel may also make available to you for purchase certain services, devices, items or products manufactured, distributed or sold by Third-Parties ("Third-Party Goods and Services"). Your use of any Third-Party Goods and Services and any interactions with Third-Parties, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such use or interactions, are solely between you and such Third-Parties. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction involving Third-Parties or any Third-Party Goods and Services. You are solely responsible for, and shall exercise caution, discretion, common sense and judgment in, using the Service and disclosing personal information.

You agree that Vitadel shall not be responsible or liable for any loss or damage of any sort incurred as the result of your use of the Platform, any Third-Party Goods and Services or your interactions with any Third-Parties. In the event of any dispute between you and any Third-Party, any other User or any other entity or individual, you understand and agree that Vitadel is under no obligation to become involved in such dispute, and you hereby release and indemnify Vitadel, its affiliates and all of their respective contractors, directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys (collectively, "Vitadel Parties") from any and all claims, demands and/or damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Service or the features and services therein. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Certain of Vitadel's shareholders, directors, officers, employees, contractors or agents (collectively, "Vitadel Owners and Personnel") may have a financial interest in one or more Third-Parties and may profit from your use of the Third-Parties and/or the sale of Third-Party Goods and Services to you.

Product Sales and Orders

All products offered for sale by Vitadel are subject to availability and we reserve the right to impose quantity limits on any order or reject all or any part of an order without prior notice. In the event of an error, we reserve the right to correct the error and revise your order accordingly (which includes charging the correct price) or to cancel the order and refund any amount charged. Prices for products are subject to change at any time, but changes will not affect any order for products you have already placed. You are responsible for any applicable sales, use, duty, customs or other governmental taxes, levies or fees ("Taxes") due with respect to your purchase of products or services through our Service. We will collect applicable Taxes if we determine we have a duty to collect Taxes. We will present an estimate of Taxes we collect at checkout, except where we have clearly stated in writing that a price includes Taxes. The actual Taxes charged may be adjusted from the amount shown at checkout. Several factors may cause this, such as variances between processor programs and changes in tax rates. We are not required to, and do not, collect Taxes in all states. You may have a duty to directly report and pay Taxes if we do not collect such Taxes.

Only valid payment methods acceptable to us may be used to complete a purchase via the Service. You represent and warrant that you are authorized to use your designated payment method. You authorize us to charge your designated payment method for the total amount of your order (including any applicable taxes and shipping and handling charges). If any of the products in your order are unavailable, we will only charge the prices, Taxes and other applicable charges associated with the products that are included in the shipment.

You agree to pay any shipping and handling charges, if any, shown at the time you make a purchase. We reserve the right to increase, decrease, add or eliminate shipping and handling charges from time to time, but we will provide notice of the changes applicable to you before you make your purchase. Any delivery dates or times shown as part of the checkout process are estimates only and are not guaranteed. Unless we state otherwise in writing via the Service, risk of loss or damage to a product passes to you upon delivery of the product to our designated carrier.

We reserve the right to remedy User issues and concerns on a case–by-case basis. We reserve the right, in our sole discretion, to resolve customer issues and concerns based on the facts and circumstances of each User.

Payment Processing

In connection with any purchase you make through the Service, you may be asked to supply certain information relevant to the transaction, including, without limitation, your credit card number and expiration date, your billing address, your shipping address, your phone number and/or your email address. By submitting such information, you grant Vitadel without charge the irrevocable, unencumbered, universe-wide and perpetual right to provide such information to third parties (e.g., payment processing companies, buyers on the Service, sellers on the Service) for the purpose of facilitating the transaction.

All credit card, debit card and other monetary transactions on or through the Service occur through an online payment processing application(s) accessible through the Service. This online payment processing application(s) is provided by Vitadel' third-party online payment processing vendor, Stripe ("Stripe"). Additional information about Stripe, its privacy policy and its information security measures (collectively, the "Stripe Policies") should be available on the Stripe website located at or by contacting Stipe directly. Reference is made to the Stripe Policies for informational purposes only and are in no way incorporated into or made a part of this Privacy Policy. Vitadel's relationship with Stripe, if any, is merely contractual in nature, as Stripe nothing more than a third-party vendor to Vitadel, and is in no way subject to Vitadel' direction or control; thus, their relationship is not, and should not be construed as, one of fiduciaries, franchisors-franchisees, agents-principals, employers-employees, partners, joint venturers or the like.

Privacy Policy

Vitadel understands the importance of confidentiality and privacy regarding your personal information. Please see our Privacy Policy for a description of how we may collect, use and disclose your personal information that you provide to Vitadel.

Vitadel is not a "covered entity" under the Health Insurance Portability and Accountability Act of 1996 (HIPAA). However, any medical or health information that you provide that is subject to specific protections under applicable state laws will be used and disclosed only in accordance with such applicable laws.

Termination

Vitadel may terminate your use of the Service or any of our features or services at any time and for any reason without notice, including, for example, for conduct violating this Agreement, if our agreement with the Phlebotomists, Labs, Medical Groups or Pharmacies is terminated or if we discontinue the Service. The provisions of this Agreement concerning Service security, prohibited activities, copyrights, trademarks, user submissions, disclaimers, limitation of liability, arbitration and resolution of Disputes, indemnity and jurisdictional issues shall survive any such termination or any other termination of this Agreement or your relationship with Vitadel. You agree that if your use of the Service is terminated pursuant to this Agreement, you will not attempt to use the Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold all Vitadel Parties harmless from any and all liability that any such Vitadel Parties may incur with respect thereto.

Except as otherwise provided in the Privacy Policy or as required by applicable law (including any obligation to provide access to health records), we have no obligation, whether before or after the termination of your use of the Service, to return or otherwise provide to you or any third party on your behalf any Content, any information you provide to us, any information your Providers provided to us about or relating to you, or any other information that we may have that relates to you.

Disclaimers

Content and other information contained on the Service is provided by Vitadel as a convenience. Users relying on Content or other information from the Service do so at their own risk. Talk to your Healthcare provider. Vitadel does not endorse, warrant or guarantee the effectiveness of any specific course of action, resources, tests, physician or other healthcare providers.

Limitation of Liability

ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM, SERVICE OR CONTENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED.

Indemnification

You agree to defend, indemnify, and hold the Vitadel Parties and any third-party offering products or services through the Service, including the Medical Groups, Healthcare Providers, Phlebotomists, Labs and Pharmacies, harmless from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys' fees and litigation expenses) relating to or arising from your use of the Service, your fraud, violation of law, or willful misconduct, any breach by you of these Terms of Service or your violation of any rights of any other person or entity. We reserve the right to control the defense of any claim by a third-party for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us.

DMCA

The Digital Millennium Copyright Act of 1998 ("DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on this Website infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office Web site, currently located at http://www.loc.gov/copyright. Any written Notification of Claimed infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to info@vitadel.com.

Notices and Electronic Communications

When you access or use the Service or send emails or text messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you via email or via SMS text message.

By choosing to use the Vitadel Platform and its Services, you are opting-in to send and receive text (SMS) messages to and from Vitadel and Healthcare Providers. These text messages may include appointment reminders, lab test results, order confirmations, and other transactional messages.

You can opt-out of SMS services at any time by texting "STOP" to the message received. If you have questions about text messaging, please contact us at help@vitadel.com.

Entire Agreement

This Agreement and any other agreements Vitadel may post on the Service constitute the entire agreement between Vitadel and you in connection with your use of the Service and supersede any prior agreements between Vitadel and you regarding use of the Service, including prior versions of this Agreement.

Dispute Resolution and Arbitration

The arbitration shall be conducted in San Francisco, California, except that, in the event San Francisco, California is not within 100 miles of your residence, the arbitration may be conducted within 100 miles of your residence.

ALL DISPUTES SUBJECT TO ARBITRATION UNDER THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS.

You can opt out of the arbitration provisions within 30 days of agreeing to this Agreement by sending your name, residence address, and email address together with a clear statement that you want to opt out to: info@vitadel.com, ATTN: Arbitration Opt-Out.

Governing Law

This Service is controlled and operated by Vitadel from our offices within California. The validity, interpretation, construction and performance of this Agreement will be governed by the Federal Arbitration Act and the laws of the State of California, without regard to any conflicts of law provisions.

General Provisions

All parts of this Agreement apply to the maximum extent permitted by law. Our failure to enforce any provision of this Agreement will not constitute a waiver of such right. We both agree that if we cannot enforce a part of this Agreement as written, then that part will be replaced with terms that most closely match the intent of the unenforceable part to the extent permitted by law. Except as otherwise provided in this Agreement, the invalidity of part of this Agreement will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.

Neither this Agreement, nor any Content, materials or features of the Service create any partnership, joint venture, employment, or other agency relationship between you and Vitadel, the Medical Groups, the Healthcare Providers, Phlebotomists, Labs or the Pharmacies. You may not enter into any contract on our behalf or bind us in any way.

You may not assign any of your rights under this Agreement, and any such attempt will be null and void. Vitadel may, in its sole discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to this Agreement to any affiliate of Vitadel or to another third party in the event that some or all of the business of Vitadel is transferred to such other third party by way of merger, sale of its assets or otherwise.

Any use of third-party software provided in connection with the Service, or any third-party product or service accessed or used in connection with the Service, will be governed by the applicable third-party's license or terms of use, and not by this Agreement. In addition to this Agreement, your use of the Service must comply with all applicable third-party terms of agreement.

Contact Us

If you have any questions or concerns about this Agreement, please contact us by email info@vitadel.com. We will attempt to respond to your questions or concerns promptly after we receive them.