TERMS OF SERVICE

1. Acceptance of Terms
These Terms of Service (“Terms”) govern your access to and use of the services provided by Genoplex, Inc. (“Genoplex,” “we,” “us,” or “our”), including:
• Advanced Therapy Connect™
• Cell Therapy Connect™
• Gene Therapy Connect™
• Therapy4Me.ai
• All related websites, APIs, mobile applications, integrations, and services (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by these Terms.
If you are entering into these Terms on behalf of a healthcare provider, hospital system, or organization, you represent that you have authority to bind that entity.

2. Description of Services
Genoplex provides a secure, AI-enabled digital platform designed to:
• Facilitate referral coordination
• Support patient intake workflows
• Enable matching of patients to qualified treatment centers
• Provide analytics based on de-identified data

Genoplex does not provide medical care.

3. No Medical Advice
GENOPLEX DOES NOT PROVIDE MEDICAL ADVICE.
The Services:
• Do not diagnose medical conditions
• Do not recommend specific treatment plans
• Do not replace licensed healthcare providers
• Do not guarantee eligibility for any therapy

AI-assisted matching tools are informational only.
All medical decisions must be made by licensed healthcare professionals.

4. HIPAA and Protected Health Information
Where applicable, Genoplex operates as a HIPAA-regulated entity and may act as a Business Associate to healthcare providers.
If you are a healthcare provider:
• You are responsible for obtaining appropriate patient authorizations where required.
• A separate Business Associate Agreement (“BAA”) may govern PHI handling.
• In the event of conflict between a BAA and these Terms, the BAA controls with respect to PHI.

Genoplex applies the HIPAA “minimum necessary” standard where applicable.

5. Account Responsibilities
You agree to:
• Provide accurate information
• Maintain confidentiality of login credentials
• Use the Services only for lawful purposes
• Not misuse, reverse engineer, or interfere with the Services

You are responsible for all activity under your account.

6. AI-Assisted Tools Disclaimer
The Services may use artificial intelligence or automated decision-support tools.
You acknowledge and agree:
• AI outputs may contain errors or omissions.
• AI outputs are probabilistic and not deterministic.
• AI tools are advisory and not clinical decision-making systems.
• Genoplex does not guarantee accuracy, completeness, or suitability of AI outputs.

You assume responsibility for independent verification.

7. Third-Party Providers and Treatment Centers
Genoplex:
• Does not employ treatment centers or providers.
• Does not control clinical decisions.
• Does not guarantee acceptance into any program.
• Does not warrant availability of specific therapies.

Genoplex is not liable for acts, omissions, or medical outcomes of third parties.

8. Data Ownership and Use
8.1 Your Data
You retain ownership of:
• Personal information
• Protected Health Information
• Referral documentation

You grant Genoplex a limited license to use such data solely to:
• Provide and improve the Services
• Facilitate referral coordination
• Comply with legal obligations

8.2 De-Identified Data
Genoplex may create de-identified or aggregated data in accordance with HIPAA standards.
Genoplex owns all rights to de-identified and aggregated data.
Such data may be used for:
• Research
• Analytics
• Commercial insights
• Platform improvement

De-identified data will not identify individuals.

9. Confidentiality
Each party agrees to protect confidential information using reasonable safeguards.
Confidential information excludes information that:
• Is publicly available
• Was lawfully obtained without restriction
• Is independently developed


10. Security
Genoplex maintains:
• SOC 2 aligned controls
• Encryption at rest and in transit
• Role-based access controls
• Multi-factor authentication
• Audit logging
• Incident response procedures

However, no system can guarantee absolute security.

11. Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
GENOPLEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:
• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY
• RELIABILITY
• AVAILABILITY

Genoplex does not warrant uninterrupted or error-free operation.

12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
12.1 General Limitation
GENOPLEX SHALL NOT BE LIABLE FOR:
• INDIRECT DAMAGES
• INCIDENTAL DAMAGES
• CONSEQUENTIAL DAMAGES
• SPECIAL DAMAGES
• PUNITIVE DAMAGES
• LOSS OF PROFITS
• LOSS OF DATA


12.2 Consumer Users
If you are an individual user (not an enterprise client):
Genoplex’s total aggregate liability shall not exceed the greater of:
• $500, or
• The amount paid by you to Genoplex in the prior 12 months.


12.3 Enterprise Clients
If you are an enterprise client:
Genoplex’s total aggregate liability shall not exceed:
• The fees paid to Genoplex in the 12 months preceding the claim.

12.4 Exclusions from Cap
The liability cap does not apply to:
• Willful misconduct
• Gross negligence
• Breach of confidentiality obligations
• Indemnification obligations


13. Indemnification
You agree to indemnify and hold harmless Genoplex from any claims arising out of:
• Your misuse of the Services
• Violation of these Terms
• Submission of inaccurate or unauthorized data
• Violation of applicable laws

Enterprise clients may have reciprocal indemnification obligations under separate agreements.

14. Termination
Genoplex may suspend or terminate access:
• For violation of these Terms
• For security risks
• For legal compliance reasons

Termination does not relieve accrued obligations.

15. Arbitration Agreement
PLEASE READ THIS SECTION CAREFULLY.
15.1 Binding Arbitration
Any dispute arising out of or relating to these Terms or the Services shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA).
Arbitration shall take place in Colorado unless otherwise agreed.

15.2 Class Action Waiver
You agree that:
• Claims must be brought individually.
• You waive the right to participate in class actions.
• You waive the right to a jury trial.


15.3 Exceptions
This arbitration clause does not apply to:
• Claims for injunctive relief
• Intellectual property disputes
• Enforcement of confidentiality obligations
• HIPAA regulatory enforcement actions


16. Governing Law
These Terms are governed by the laws of the State of Colorado, without regard to conflict of law principles.

17. Force Majeure
Genoplex is not liable for failure to perform due to events beyond reasonable control, including:
• Natural disasters
• Cyberattacks
• Infrastructure outages
• Government actions


18. Changes to Terms
We may update these Terms at any time.
Continued use of the Services constitutes acceptance.

19. Contact Information
Genoplex, Inc.

4845 Pearl East Cir Ste 118

Boulder, CO 80301

support@genoplex.ai

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