Terms

EXODUS HEALTH CENTER  

General Terms and Conditions for Services 

1. Applicability.   

1. These terms and conditions for services (these “Terms“), together with the Consents (as defined below) shall govern the relationship between Exodus Health center, a __________________________ (“Service Provider“)  and its parent, subsidiaries, and other affiliates, and each of their respective present and former employees, officers, managers, directors, owners, and agents, heirs, successors, assigns, as applicable, individually and in their official capacities (collectively referred to as the “Service Provider Group“) and you as the Subscriber (“Subscriber“). Service Provider provides concierge medical Services (as defined below) to Subscribers who subscribe to the Services provided by Service Provider as members of the Exodus Health Center program (the “Membership”).   

2. All medical services, testing, diagnostics, consents, including, without limitation, HIPAA releases (collectively, referred to as the “Consents“) and these Terms (the Consents and these Terms are collectively referred to as this “Agreement“) comprise the entire agreement between the Service Provider Group and Subscriber, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Consents, these Terms shall govern and shall control the relationship between the Service Provider and Subscriber. 

3. These Terms prevail over any of Subscriber’s general terms and conditions, if any, regardless of whether or when Subscriber has submitted its request for Services (as defined below) from any member of the Service Provider Group. Provision of Services to Subscriber does not constitute acceptance of any of Subscriber’s terms and conditions and does not serve to modify or amend these Terms. 

2. Services. Service Provider shall provide the services and/or the healthcare products, such as vitamins or supplements, to Subscriber as described in the Consents and accordance with the Membership subscribed to by each Subscriber (the “Services“) in accordance with, and subject to, these Terms and the terms of the Membership. Subscriber acknowledges that certain Services may be provided by third parties (collectively, “Third Party Products and Services”) and through Subscriber’s Membership and access of the Services consents to the Third-Party Products and Services. The term “Services” incorporates Third Party Products and Services.   

3. Scheduling of Services. Subscriber will work together with Service Provider and any third-party Service provider to schedule any testing, appointments, and other Services in a manner that satisfied the performance of the Services in accordance with the Membership subscribed to by Subscriber. 

4. Subscriber’s Obligations. Subscriber shall: 

1. cooperate with Service Provider in all matters relating to the Services as necessary appropriate for Service Provider to perform the Services, including, but not limited to, providing access to Subscriber’s medical records and other personal and family history healthcare information as may reasonably be requested by Service Provider, and participating in all testing and office/telehealth appointments recommended by Service Provider comprising or related to the Services; 

2. respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of the Subscriber’s Membership and this Agreement; 

3. pay or cause to be paid, and be personally responsible for, all fees and costs associated with the Services and the Membership; and 

4. upon Service Provider’s request, review and execute any other document or instrument presented by Service Provider to Subscriber consistent with the term of this Agreement, including, but not limited to the waiver and release by Subscriber of claims as set forth in this Agreement.  

5. Subscriber’s Acts or Omissions. If Service Provider’s performance of its obligations under this Agreement, including but not limited to providing recommendations, is prevented or delayed by any act or omission of Subscriber, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Subscriber, in each case, to the extent arising directly or indirectly from such lack of adherence by Subscriber to Service Provider’s recommendations. 

6. Changes to the Membership and/or the Services.   

1. Service Provider offers three tiers to Subscribers. (i) one; (ii) two; and (iii) If Subscriber wishes to change from one tier to another, Subscriber acknowledges and understands that (i)Customers may request to upgrade or downgrade their service tier at any time. To initiate a tier change, please send an email to hello@exodus.health with the subject line “Tier Change Request” and include the following: 

(i) Performance Plan – $199/month 

(ii) Platinum Plan- $299/ month 

(iii) Direct Health Care Upgrade- $89/ Month 

2. Your full name 

3. The email associated with your Exodus Health account 

4. The tier you are currently enrolled in 

5. The tier you would like to switch to 

6. The reason for the requested change (optional) 

Requests will be processed within 3–5 business days, and any changes to billing or service access will take effect at the start of the next billing cycle unless otherwise specified in your confirmation email. 

7.  ; and (ii) Subscriber is responsible for all fees and costs, including the Membership fees, despite a desire by Subscriber to reduce the scope of Services included in Subscriber’s Membership or terminate such Membership or if this Agreement of the Membership terminates under their respective terms.  

2. Notwithstanding any other term of this Agreement and without prior notice to Subscriber, Service Provider reserves the right, at its sole discretion, to modify or replace any part of this Agreement and to modify, remove, or supplement any services comprising the Services, and/or modify the Services correlating with a Membership and/or the fees and costs for the Services or Membership. It is Subscriber’s responsibility to check this Agreement periodically for changes. Subscriber’s continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. Service Provider may also, in the future, offer new Services and/or features through the Website (including, the release of new services, products, and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.  

7. Fees and Expenses; Payment Terms; Interest on Late Payments.   

1. In consideration of the provision of the Services by Service Provider, Subscriber shall pay all fees and costs set forth in the Consents or which arise due to the Services provided. 

2. Subscriber agrees to reimburse Service Provider for all reasonable out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services. 

3. Subscriber shall sign up for monthly or annual auto debit with a debit or credit card. Subscriber is responsible for updating debit or credit card information in the portal or informing a Service Provider representative.  

4. In the event payments are not received by Service Provider on the date of the auto debit, Service Provider may suspend performance for all Services until payment has been made in full. 

5. Subscriber acknowledges and agrees that any fees or costs of any nature paid by Subscriber or any third party for the Services are not refundable notwithstanding the termination of this Agreement or the Membership by either party for any reason or the expiration of any applicable term.   

8. Taxes. Subscriber shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Subscriber hereunder. 

9. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights“) in and to all documents, work product, and other materials that are delivered to Subscriber under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services, including any items identified as such in the Consents (collectively, the “Deliverables“) except for any Confidential Information of Subscriber or Subscriber materials shall be owned by Service Provider. 

10. Confidential Information; Restriction on Activities Competitive with Service Provider.   

1. All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to Subscribers, pricing, and marketing (collectively, “Confidential Information“), disclosed by Service Provider to Subscriber or which Subscriber otherwise received or had access to, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Subscriber without the prior written consent of Service Provider. Confidential Information does not include information that is: 

1. in the public domain; 

2. known to Subscriber at the time of disclosure; or 

3. rightfully obtained by Subscriber on a non-confidential basis from a third party. 

2. Subscriber agrees to use Confidential Information only to make use of the Services and Deliverables. 

3. During any period in which Subscriber subscribes to the Membership or otherwise receives services of any nature rendered by Service Provider and for one (1) year after the later of the termination or expiration of Subscriber’s Membership or the last date upon which Service Provider provided services to Subscriber, Subscriber shall not, directly or indirectly, engage in or own, operate, manage, control, invest in, permit their name to be used as a public endorsement or brand or trade name in connection with, as an independent contractor, representative, consultant, agent, principal, employee, owner, manager, director, officer, or advisor,  individually or to any organization engaged in activities related to the Services or services or products related thereto through a subscription platform that is the same or similar to the Membership subscribed to with Service Provider (as the same may be revised from time-to-time), provided, however, that nothing in this subsection shall prohibit Subscriber from passively owning, directly or indirectly, solely as an investment, securities of any enterprise traded on any national or regional securities exchange or that have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, if Subscriber (i) is not a controlling individual or entity of, or a member of a group which controls, such enterprise, (ii) does not, directly or indirectly, own more than two percent of any class of securities of such enterprise, and (iii) has no further participation in the business of such enterprise. 

4. Service Provider shall be entitled to injunctive relief for any violation of this Section, the terms of which shall survive the expiration or termination of the Membership and the last date upon which Subscriber receives Services. 

11. Disclaimer of Warranties. SERVICE PROVIDER MAKES NO OTHER WARRANTIES TO SUBSCRIBER WHATSOEVER WITH RESPECT TO THE SERVICES OR THE MEMBERSHIP, INCLUDING WITHOUT LIMITATION, ANY (A) WARRANTY OF QUALITY OR PERFORMANCE BY SERVICE PROVIDER OR ANY THIRD-PARTY PROVIDING SERVICES OF ANY NATURE; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF A GUARANTEED OUTCOME; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. 

12. Limitation of Liability.   

1. IN NO EVENT SHALL SERVICE PROVIDER OR ANY MEMBER OF THE SERVICE PROVIDER GROUP BE LIABLE TO SUBSCRIBER OR TO ANY THIRD PARTY FOR ANY LOSS ARISING FROM ANY THIRD PARTY PRODUCT OR SERVICE OR ACT OR OMISSION OF ANY THIRD PARTY, OR FOR ANY  CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

2. IN NO EVENT SHALL SERVICE PROVIDER’S OR ANY SUBSCRIBER PROVIDER GROUP MEMBER’SAGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE MEMBERSHIP, OR THE SERVICES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE (1) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT (OR PURSUANT TO THE APPLICABLE CONSENTS) WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

3. The limitation of liability set forth in Section 12(b) above shall not apply to (i) liability resulting from Service Provider’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from Service Provider’s negligent acts or omissions, provided any loss directly resulting from each instance does not directly or indirectly arise from the provision or use of a Third Party Product or Service or any act or omission of Subscriber or any third-party. 

13. Waiver and Release.  In exchange for the Services, Subscriber and Subscriber’s heirs, executors, representatives, administrators, agents, insurers, and assigns (collectively, the “Releasors“) irrevocably and unconditionally fully release and discharge the Service Provider Group, including Service Provider’s, each member of Service Provider Group’s parents, subsidiaries, affiliates, predecessors, successors, and assigns, and each of its and their respective officers, directors, managers, employees, member, shareholders, trustees, or partners, in their corporate and individual capacities (collectively, the “Released Parties”), from any and all claims, demands, actions, causes of actions, judgments, rights, fees, damages, debts, obligations, liabilities, and expenses (inclusive of attorneys’ fees) of any kind whatsoever, whether known or unknown (collectively, “Claims”), that Releasors may have or have ever have or had against the Released Parties, or any of them, arising out of, or in any way related to Subscriber’s acquisition or receipt and/or use of any Services (including vitamins, supplements, or other products) provided by a third party directly to Subscriber or indirectly through Service Provider and forever waive any Claims or rights related thereto.   

14. Consent to AI‑Assisted Data Processing 

1. Scope of Information 
   By signing this waiver, you authorize Exodus Health Precision Medicine (“Exodus Health”) to collect, store, and use your personal and health information—including laboratory results, imaging, wearable‑device data, and self‑reported metrics—for electronic analysis. 

2. Purpose of Processing 
   Your information may be run through computer‑based models to generate care recommendations, track progress, develop new health programs, audit service quality, generate communications and support internal research. 

3. External Technology Partners 
   Exodus Health relies on third‑party artificial‑intelligence platforms such as Google Cloud, OpenAI, and comparable providers (“AI Partners”). These platforms may receive de‑identified or pseudonymized data to carry out the tasks listed above. Identifiers are removed or masked before transfer whenever possible under operational workflows. 

4. Safeguards & Storage 
   • Data are transmitted over encrypted channels and held on servers that follow industry security standards. 
   • Access is limited to personnel with a work‑related need. 
   • Audit logs track every import, export, or modification event. 

5. Geographic Location of Servers 
   AI Partners may maintain servers inside or outside the state in which you receive services but remain subject to United States privacy and security laws. 

6. Retention & Deletion 
   Records generated through AI processing are kept for the period required by applicable law or until they no longer serve a clinical or operational purpose, whichever is longer. You may request earlier deletion of non‑clinical records; legal and medical record‑keeping obligations may override such a request. 

7. Right to Withdraw 
   You may revoke this consent at any time by writing to hello@exodus.health or to the Privacy Officer at the clinic address. Revocation stops future AI processing but does not affect information already analyzed. 

8. Risk Disclosure 
   • AI systems can misinterpret data. Clinical decisions are always reviewed by a qualified clinician; nevertheless, you agree that Exodus Health and its AI Partners are not liable for technical miscalculations that arise despite reasonable safeguards. 
   • While protective measures reduce the likelihood of unauthorized access, no electronic system is completely immune to breach. By signing, you accept this residual risk. 

9. Release & Hold Harmless 
   To the fullest extent permitted by law, you release Exodus Health, its affiliates, employees, contractors, and AI Partners from claims, damages, or losses connected to authorized AI processing of your information, except when caused by willful misconduct or gross negligence. 

10. Acknowledgment 
    I confirm that I have read this section, had an opportunity to ask questions, and voluntarily grant Exodus Health permission to process my information as described above. 

15. Termination. In addition to any remedies that may be provided under this Agreement or the Membership, Service Provider may terminate this Agreement with immediate effect upon written notice to Subscriber, if Subscriber: 

1. fails to pay any amount when due under this Agreement or the Membership; 

2. has not otherwise performed or complied with any of the terms of this Agreement or the Membership, in whole or in part, including, but not limited to, Subscriber’s failure to attend one or more testing or appoints comprising the Services; or 

3. becomes insolvent, files a petition for bankruptcy or commences or has commenced against Subscriber proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. 

16. Insurance. During the term of this Agreement and for a period of six (6) months, Subscriber shall, at its own expense, maintain and carry health insurance in full force and effect. Upon Service Provider’s request, Subscriber shall provide Service Provider with proof of insurance from Subscriber’s health insurance insurer evidencing the insurance coverage specified in these Terms. Subscriber shall provide Service Provider with thirty (30) days’ advance written notice in the event of a cancellation or material change in Subscriber’s health insurance policy. Except where prohibited by law, Subscriber shall require its insurer to waive all rights of subrogation against Service Provider’s insurers and Service Provider. 

17. Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 

18. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Subscriber to make payments to Service Provider hereunder or otherwise related to the Membership), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemic, epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; and (g) strikes, labor stoppages, or slowdowns or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within thirty (30) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section 17, either party may thereafter terminate this Agreement and the Membership upon ten (10) days’ written notice, provided, in such instance, no fees or costs related to the Services and/or the Membership shall be refundable. 

19. Assignment. Subscriber shall not assign any of its rights or delegate any of its obligations under this Agreement or the Membership without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Subscriber of any of its obligations under this Agreement. 

20. Relationship of the Parties. The relationship between the parties is that of physician and Subscriber. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between any member of the Service Provider Group and any third party or Subscriber, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 

21. No Third-Party Beneficiaries. This Agreement is for the sole benefit of  Subscriber and the Service Provider Group and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. 

22. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Michigan. 

23. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Michigan in each case located in the County of Oakland, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. 

24. Dispute Resolution.  Notwithstanding any term of this Agreement to the contrary, Subscriber acknowledges that in the event any dispute arises under this Agreement or otherwise associated with any Service (including claims which relate to matters otherwise protected by state or federal statute or common law) and regardless of whether Service Provider or Subscriber is asserting any claim related to such dispute (a “Dispute”), Service Provider may, as determined in Service Provider’s sole discretion, elect to file a claim(s) or pursue a process for seeking a remedy to such Dispute(s) through forums and processes, including, but not limited to, traditional litigation court proceedings with a court of competent jurisdiction, injunctive relief, mediation, and/or arbitration, in any order in whole or in part, and according to timing determined by Service Provider (each, a “Dispute Resolution Process”).  Subscriber acknowledges the terms of this Section, agrees to comply with Service Provider’s selection of Dispute Resolution Process(es), and waives any right to dispute or take any action contrary to the terms of this Section.  Nothing set forth in this Agreement obligates or mandates Service Provider to elect any particular Dispute Resolution Process in any order or at all.   

25. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth in the Consents or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. 

26. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 

27. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Insurance, Submission to Jurisdiction, and Survival. 

28. Amendment and Modification. This Agreement may only be amended or modified by Service Provider at any time by uploading such amended, restated or modified terms on Service Provider’s website or mobile application, which states that it amends this Agreement.  

29. Acceptance of this Agreement. By subscribing to the Membership, receiving the Services, and/or clicking and agreeing to this Agreement and consenting to the approval of this Agreement, Subscriber hereby irrevocably consents to being bound by the terms and conditions of this Agreement, as may be amended from time-to-time.  

Acknowledgment & Agreement 

I confirm that I have carefully read and fully understand this Agreement, including the membership tier descriptions, disclaimer of liability, terms related to AI-assisted services, and the procedure for requesting tier changes. I acknowledge that participation in any services or programs offered by Exodus Health Bella PLLC is entirely voluntary, and I accept full responsibility for any decisions I make concerning my health, membership status, or use of services.