Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Partner," "you," or "your") and Jaelion, Inc., a Pennsylvania corporation ("Jaelion," "we," "us," or "our"), governing your access to and use of the website at jaelion.com (the "Site"), the secure partner portal, and all associated laboratory testing coordination, clinical reporting, and related professional services (collectively, the "Services").

By accessing or using the Site or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must immediately discontinue use of the Site and Services.

1. Eligibility and Partner Status

By using the Services, you represent and warrant that:

• You are a licensed healthcare professional in good standing in your jurisdiction, or an authorized representative of a licensed healthcare practice or certified health professional;
• You are at least 18 years of age;
• You have the legal authority to enter into these Terms on behalf of yourself or your practice entity;
• Your use of the Services complies with all applicable federal, state, and local laws, including the laws of the Commonwealth of Pennsylvania, the State of Michigan (if you are located in Michigan), and any other state in which you are licensed or practice;
• You will maintain the confidentiality of your account credentials and are solely responsible for all activity conducted under your account;
• You will promptly notify us if your professional license is suspended, revoked, or otherwise restricted.

Jaelion reserves the right to verify professional credentials and to suspend or terminate access for any account that does not meet eligibility requirements, with or without prior notice.

2. Nature of Services — Not Medical Advice

Jaelion provides provider-directed laboratory testing coordination, clinical reporting, and educational content intended to support clinical reasoning by qualified healthcare professionals. The Services are designed to assist licensed providers in accessing and interpreting laboratory data within the context of their professional clinical judgment.

THE SERVICES DO NOT CONSTITUTE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

• Laboratory results provided through the Services are intended to supplement, not replace, your independent clinical judgment, standard diagnostic workup, and patient or client history;
• No test result provided through the Services definitively identifies, diagnoses, cures, treats, or prevents any disease or medical condition;
• You bear sole professional responsibility for all clinical decisions made in connection with your patients or clients, including any decisions informed by laboratory results obtained through the Services;
• Jaelion does not establish a provider-patient relationship with any patient or client of yours through the provision of the Services;
• Educational content provided on the Site is for informational purposes only and does not constitute clinical guidance for any specific patient or client.

3. Partner Portal and Account Security

Access to the partner portal requires registration and credential verification. You are responsible for:

• Providing accurate, current, and complete registration information, including your professional license information and National Provider Identifier (NPI) where applicable;
• Maintaining the security and confidentiality of your login credentials;
• Promptly notifying us at [email protected] of any unauthorized use of your account or any other security breach;
• All activities that occur under your account, whether or not authorized by you.

Jaelion reserves the right to suspend or terminate any account, without prior notice, if we have reason to believe that account credentials have been compromised, that the account holder no longer meets eligibility requirements, or that the account is being used in violation of these Terms.

4. HIPAA Compliance and Patient / Client Data

To the extent that the Services involve the handling of Protected Health Information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), 45 C.F.R. Parts 160 and 164, and its implementing regulations, the following terms apply:

• Business Associate Agreement: A Business Associate Agreement ("BAA") is required prior to the transmission of any PHI through the Services. By submitting any PHI, you represent that a valid BAA is in place. Contact us at [email protected] to request a BAA;
• Your HIPAA obligations: If you are a Covered Entity under HIPAA, you are solely responsible for ensuring that your use of the Services complies with all applicable HIPAA requirements, including the Privacy Rule (45 C.F.R. Part 164, Subpart E), the Security Rule (45 C.F.R. Part 164, Subpart C), and the Breach Notification Rule (45 C.F.R. Part 164, Subpart D);
• Patient authorizations: You represent that you have obtained all necessary patient authorizations and consents required under HIPAA and applicable state law prior to submitting any patient information in connection with the Services;
• Minimum necessary: You agree not to submit to the Site any PHI beyond what is strictly necessary to facilitate the requested laboratory services;
• Michigan-specific PHI protections: For patients located in Michigan, you acknowledge that certain categories of health information (including mental health records under MCL § 330.1748, substance use disorder records, and reproductive health data) are subject to heightened confidentiality protections under Michigan law that may exceed HIPAA requirements. You are responsible for obtaining any additional authorizations required under Michigan law before sharing such information with Jaelion.

5. Permitted Use and Restrictions

Subject to your compliance with these Terms, Jaelion grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal professional purposes as a licensed healthcare or certified health professional.

You agree that you will not:

• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations;
• Share your account credentials with any third party or allow any unauthorized person to access the Services through your account;
• Reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any content from the Site without our prior written consent;
• Use the Services to transmit any unsolicited communications, malware, or other harmful content;
• Attempt to gain unauthorized access to any portion of the Site or any system or network connected to the Site;
• Use automated tools, bots, scrapers, or similar means to access or collect data from the Site;
• Misrepresent your professional credentials, licensure status, or identity in connection with the Services;
• Use the Services to facilitate direct-to-consumer laboratory testing in violation of applicable state law;
• Use the Services in any manner that could violate HIPAA or applicable state health information privacy laws.

6. SMS and Text Message Communications

Program Name: Jaelion SMS Communications

Program Description: Jaelion operates an A2P 10DLC registered messaging program to communicate with licensed healthcare and certified health professionals who have explicitly opted in. Message types include: partner application status updates, appointment confirmations, onboarding notifications, clinical support communications, and — where separately consented — marketing messages about new testing panels, clinical education updates, and service announcements.

Consent to Receive Text Messages

By providing your mobile phone number and affirmatively opting in, you expressly consent to receive text messages from Jaelion at the number provided. Consent is not a condition of purchasing any service. Transactional and marketing consent are collected separately; you may opt in to transactional messages only.

Message Frequency and Rates

Message frequency varies. Message and data rates may apply. Contact your wireless provider for details about your plan.

Opt-Out

Text STOP to any Jaelion message at any time to cancel. You will receive a single confirmation and no further messages will be sent. To re-enroll, contact us at [email protected].

Help

Reply HELP to any message or contact us at [email protected] or +1 (877) 359-9055.

No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. SMS opt-in data and consent will not be shared with any third parties.

Our messaging program complies with the Telephone Consumer Protection Act (TCPA), the CTIA Short Code Monitoring Handbook, and applicable carrier requirements for A2P 10DLC messaging.

7. Scope of Practice and Clinical Responsibility

The Services are designed to support the professional clinical activities of licensed and certified health professionals. All laboratory testing ordered through the Services must be ordered within your applicable scope of practice as defined by the laws of your state of licensure or certification.

Jaelion does not act as a primary care provider or treating clinician. Partners are solely responsible for ensuring that laboratory tests ordered through the Services are clinically appropriate for their patients or clients and are ordered within the Partner's applicable scope of practice.

Jaelion practitioners will not take any patient off any medication — medication management can only be performed by the patient's prescribing physician. In case of emergency, direct patients or clients to call their PCP, visit urgent care, or call 911.

8. Pennsylvania Law Compliance

Jaelion is incorporated in and operates from the Commonwealth of Pennsylvania. The following Pennsylvania laws are applicable to our operations and your use of the Services:

• Pennsylvania Unfair Trade Practices and Consumer Protection Law (UTPCPL), 73 P.S. § 201-1 et seq.: We do not engage in unfair or deceptive acts or practices. Our representations about the Services are accurate and not misleading;
• Pennsylvania Breach of Personal Information Notification Act (73 P.S. §§ 2301–2329): In the event of a security breach involving Pennsylvania residents' personal information, we will provide notice as required by law;
• Pennsylvania Clinical Laboratory Act (35 P.S. § 2151 et seq.): Laboratory services coordinated through Jaelion are performed by CLIA-certified laboratories in compliance with applicable Pennsylvania and federal laboratory regulations;
• Pennsylvania wiretapping and electronic surveillance laws (18 Pa. C.S. § 5703): We do not intercept electronic communications without authorization.

9. Michigan Law Compliance

For Partners located in Michigan or ordering tests for patients located in Michigan, the following Michigan laws are applicable:

• Michigan Public Health Code (MCL § 333.1101 et seq.): Laboratory testing coordinated through Jaelion for Michigan patients is performed in compliance with applicable Michigan public health regulations;
• Michigan Mental Health Code (MCL § 330.1748): Mental health records and substance use disorder records are subject to heightened confidentiality protections under Michigan law. Partners must obtain appropriate authorizations before sharing such records with Jaelion;
• Michigan Identity Theft Protection Act (MCL §§ 445.61–445.77): We implement reasonable security measures to protect personal information of Michigan residents;
• Michigan Consumer Protection Act (MCL § 445.901 et seq.): We do not engage in unfair, unconscionable, or deceptive methods, acts, or practices in trade or commerce;
• Michigan Reproductive Health Data Privacy: We do not collect, process, or share reproductive health data except as required to fulfill a testing order placed by a licensed provider with appropriate patient authorization.

10. Cancellation, Payment, and Refund Policy

We request a minimum of 48 hours advance notice for any cancellation or rescheduling of a scheduled consultation or appointment. Cancellations with less than 48 hours notice may result in a cancellation fee as specified in your applicable service agreement.

Payment terms are as specified in your applicable service agreement. All sales of laboratory services are final. Jaelion does not issue refunds for laboratory tests that have been processed or for services that have been rendered. If you believe a billing error has occurred, contact us at [email protected] within 30 days of the charge.

11. Intellectual Property

All content on the Site, including but not limited to text, graphics, logos, images, research summaries, educational materials, and software, is the property of Jaelion or its licensors and is protected by applicable intellectual property laws, including United States copyright law and Pennsylvania state law.

Nothing in these Terms grants you any right, title, or interest in or to the Site or its content beyond the limited license expressly set forth in Section 5. All rights not expressly granted are reserved by Jaelion.

12. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JAELION, INC. DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Jaelion does not warrant that the Services will be uninterrupted, error-free, or free of viruses or other harmful components, or that any defects will be corrected. Laboratory testing results are subject to the inherent limitations of the testing methodologies employed and should be interpreted accordingly.

FDA Disclaimer: Statements made on this website have not been evaluated by the Food and Drug Administration. Information provided is not intended to diagnose, treat, cure, or prevent any disease.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JAELION, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In no event shall Jaelion's total cumulative liability to you for all claims arising out of or relating to these Terms or the Services exceed the greater of (a) the total fees paid by you to Jaelion in the twelve (12) months preceding the claim, or (b) one hundred dollars ($100.00).

Some jurisdictions, including Pennsylvania and Michigan, do not allow the exclusion or limitation of certain damages; in such jurisdictions, our liability shall be limited to the maximum extent permitted by applicable law.

14. Indemnification

You agree to indemnify, defend, and hold harmless Jaelion and its officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation, including HIPAA or applicable state health information privacy laws; (d) any clinical decisions you make in connection with your patients or clients; (e) your failure to obtain required patient authorizations; or (f) your infringement of any third-party rights.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Pennsylvania, and you hereby consent to personal jurisdiction in such courts.

Before initiating any formal legal proceeding, you agree to provide Jaelion with written notice of the dispute and a reasonable opportunity (not less than 30 days) to resolve the dispute informally. Notice should be sent to [email protected].

Nothing in this Section shall limit either party's right to seek injunctive or other equitable relief from a court of competent jurisdiction, or to file a complaint with the U.S. Department of Health and Human Services Office for Civil Rights regarding a potential HIPAA violation.

16. Termination

Jaelion may suspend or terminate your access to the Services at any time, with or without cause, with or without notice. Upon termination, all licenses granted under these Terms will immediately cease. Sections 2, 4, 7, 11, 12, 13, 14, 15, and 18 shall survive any termination of these Terms.

17. Changes to These Terms

Jaelion reserves the right to modify these Terms at any time. When we make material changes, we will update the "Last Updated" date at the top of this page and, where appropriate, notify registered Partners by email at least 30 days before the changes take effect. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms.

18. Miscellaneous

These Terms, together with the Privacy Policy and any applicable Business Associate Agreement and service-specific agreements, constitute the entire agreement between you and Jaelion with respect to the Services and supersede all prior agreements and understandings. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. You may not assign your rights under these Terms without our prior written consent. We may assign our rights without restriction.