Terms & Conditions

Practitioner-only — Version 2

CardioMetaboliQ Labs LLC dba CMiQHealth

187 Calle Magdalena, Suite 210, Encinitas, CA 92024

support@cmiqhealth.com

Effective Date: May 6, 2026

Important: These Terms govern access to and use of the CMiQHealth website and Services. Use of the Services is restricted to licensed healthcare practitioners. By creating an account, accessing the Services, or placing an order, you agree to these Terms. If you do not agree, do not access or use the Services.

1. Acceptance of these Terms

These Terms and Conditions (the "Terms") form a binding agreement between you (the "Practitioner" or "you") and CardioMetaboliQ Labs LLC dba CMiQHealth ("Company," "we," "us"). You accept these Terms by clicking an "I agree" or similar acceptance mechanism, by creating an account, or by accessing or using any of the Services. We log the date, time, IP address, and version of the Terms at the moment of acceptance.

2. Definitions

• Services means all products, tools, reports, visualizations, educational materials, software, and platform features provided by the Company, including dried blood spot test kits, the Bergapure dietary supplement, the MLR-90 program, and analytical reports.

• Reports means analytical outputs and visualizations the Company makes available, including CMiQ, TMiQ, and EMTiQ scores, iQ scores, domain indices, tables, charts, and accompanying explanations.

• iQ Scores means Impact Quotient scores. iQ Scores are illustrative, comparative, and contextual indicators of relative physiologic strain. iQ Scores are not diagnostic, prognostic, or prescriptive.

• Patient means an individual whose biological sample or related information is processed in connection with a Practitioner's order.

• Practitioner means a healthcare professional holding an active, unrestricted, and valid professional license issued by a U.S. state, territory, or federal jurisdiction, acting within the lawful scope of that license.

• Bergapure means the Company's branded dietary supplement.

• MLR-90 means the Company's structured 90-day liver and metabolic health program, made available exclusively for delivery to Patients by Practitioners.

• Reference Laboratory means a third-party clinical laboratory that performs the assay portion of the dried blood spot testing offered through the Services. The Reference Laboratory is independently certified under the Clinical Laboratory Improvement Amendments (CLIA, 42 U.S.C. § 263a) and holds applicable state laboratory licenses. The Company is not itself a clinical laboratory.

3. Practitioner-Only Eligibility and Verification

The Services are offered exclusively to licensed healthcare Practitioners. By creating an account or placing an order, you represent and warrant that:

• You hold an active, unrestricted, and valid professional license to practice in at least one U.S. jurisdiction.

• Your use of the Services is at all times within the lawful scope of that license.

• All registration information you provide is accurate and current, including your professional credentials, license number, and National Provider Identifier (NPI) where applicable.

• You will notify the Company within ten (10) business days of any change in your license status, including suspension, restriction, surrender, or revocation.

The Company verifies practitioner credentials at account creation and reserves the right to re-verify at any time. The Company may refuse, suspend, or terminate access for any account where credentials cannot be verified or have lapsed.

The Services are not directed to or intended for non-practitioner consumers. The Company does not knowingly provide direct-to-consumer access to the Services.

4. The Company's Role; Reference Laboratory; No Medical Advice

The Company designs and distributes dried blood spot test kits, provides sample-logistics support, generates analytical Reports and iQ Scores from assay results, designs and supplies the MLR-90 program and the Bergapure dietary supplement, and provides educational materials for use by Practitioners. The Company is not itself a clinical laboratory.

The assay portion of testing is performed by an independent Reference Laboratory that is certified under CLIA and holds applicable state laboratory licenses. The Reference Laboratory is solely responsible for the performance, accuracy, calibration, quality control, and regulatory compliance of the assay it performs. The Company is not responsible for the laboratory operations of the Reference Laboratory and makes no representations or warranties on its behalf.

Practitioners are responsible for ordering tests within the scope of their license and in compliance with the laws of the jurisdiction in which the Patient resides, including any state-specific requirements for the ordering, performance, and reporting of clinical laboratory tests.

The Services are analytical, educational, and visualization tools intended to support the independent professional judgment of a licensed Practitioner. The Services are not, and are not intended to be, medical advice, diagnosis, treatment, prescription, or a substitute for any of the foregoing. Use of the Services does not create a clinician–patient relationship between the Company and any Patient.

All Reports, scores, indices, and visualizations are illustrative, comparative, and contextual. They do not constitute diagnosis, prognosis, prescribed action, or recommended treatment. Their accuracy and applicability vary with the clinical context, completeness of data, and timing of sample collection.

Clinical and physiologic terminology is used descriptively, including in references to scientific literature, and does not constitute diagnosis or confirmation of any disease state.

5. Practitioner Responsibility

You retain sole responsibility for the interpretation of any Report, the communication of any information from the Services to a Patient, and any clinical decision or action taken in connection with the Services. The Services are one informational input among many. They do not substitute for clinical evaluation, history-taking, physical examination, laboratory correlation, or independent professional judgment.

You are solely responsible for compliance with all laws, regulations, and professional standards applicable to your practice, including state-specific scope-of-practice rules; the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)) and state analogues; the Stark Law (42 U.S.C. § 1395nn) where applicable; HIPAA and state medical privacy laws; the Clinical Laboratory Improvement Amendments (CLIA, 42 U.S.C. § 263a); and any state or federal rules governing the ordering, performance, and reporting of clinical laboratory tests.

6. Bergapure and Dietary Supplement Disclaimers

Bergapure is a dietary supplement under the Dietary Supplement Health and Education Act of 1994 (DSHEA). It is not a drug. The following statement applies to Bergapure and any other dietary supplement made available through the Services:

"These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent any disease."

Practitioners are responsible for evaluating whether Bergapure or any other supplement is appropriate for any particular Patient and for any clinical decisions, dosing, monitoring, and counseling related to its use.

7. MLR-90 Program

The MLR-90 program is delivered to Patients exclusively by licensed Practitioners. The Company provides the MLR-90 program materials, the Bergapure supplement used within the program, and educational content for Practitioner reference. The Company does not deliver the MLR-90 program directly to Patients and does not establish a clinician–patient relationship with any Patient enrolled in the program.

8. Reports, Scores, and Software-as-a-Medical-Device Status

The Company designs the Services with the intent that they constitute "general wellness" or "clinical decision support" tools that fall outside the FDA's definition of a medical device. The iQ Scores and other outputs are intended to inform — not direct — Practitioner judgment. You agree that:

• You will not use the Services as the sole basis for any diagnostic, therapeutic, prescriptive, or treatment decision.

• You will independently review the underlying clinical data and apply your professional judgment before taking any action that affects a Patient.

• You will not represent to any Patient that any Report or Score constitutes a diagnosis or treatment recommendation.

9. Account Registration and Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Notify the Company promptly at support@cmiqhealth.com upon any actual or suspected unauthorized access. The Company is not liable for any loss arising from your failure to maintain credential security.

10. Orders, Pricing, Payment, and Refunds

Orders are accepted at the Company's discretion. Pricing, applicable taxes, and shipping fees are presented at the point of purchase. The Company currently sells one-time purchases only; the Company does not currently offer subscription, auto-ship, or auto-renewing products. Any future subscription offering will be governed by additional point-of-purchase terms with at least 30 days' prior notice on the Site.

Refund eligibility, return procedures, and exchanges are governed by the Company's Shipping & Returns Policy, which is incorporated into these Terms by reference.

11. Intellectual Property

All content, software, source code, Reports, scores, methodologies, trademarks, service marks, logos, and other materials made available through the Services are owned by the Company or its licensors and are protected by U.S. and international intellectual property laws. The Company grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services solely for the purpose of providing care to your Patients within the scope of your professional license. You may not copy, modify, distribute, sell, lease, reverse engineer, or create derivative works of any portion of the Services without prior written consent of the Company.

Reports may be incorporated into a Patient's medical record by the ordering Practitioner. Reports may not otherwise be redistributed, resold, or made available to third parties without the Company's prior written consent.

12. Privacy and HIPAA

Use of the Services is subject to the Company's Privacy Policy, which is incorporated into these Terms by reference. The Company acts as a Business Associate of the ordering Practitioner with respect to Protected Health Information (PHI) it receives, creates, maintains, or transmits in the course of providing the Services. Practitioners must execute the Company's Business Associate Agreement (BAA) before any PHI is exchanged. The Company's Statement of HIPAA Practices describes the Company's HIPAA posture in more detail.

13. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from any claim, demand, loss, liability, or expense (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Services.

• Your interpretation of any Report, Score, or output.

• Your communications with any Patient.

• Any clinical decision or action you take, or fail to take, in connection with the Services.

• Any breach of these Terms, applicable law, or your professional duties.

• Any actual or alleged violation of any third party's rights, including privacy and intellectual property rights.

14. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF DATA. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY REPORT OR SCORE WILL PRODUCE ANY PARTICULAR CLINICAL OUTCOME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES; IN THOSE JURISDICTIONS THE FOREGOING EXCLUSIONS APPLY ONLY TO THE EXTENT PERMITTED.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE SERVICES IS LIMITED TO THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Nothing in this Section limits liability for fraud, intentional misconduct, gross negligence, death or bodily injury caused by negligence, or any other liability that cannot be limited or excluded under California Civil Code § 1668 or other applicable law.

16. Governing Law

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17. Binding Arbitration; Class Action Waiver; Mass Arbitration

Read this Section carefully. It affects your legal rights, including the right to a court trial and to participate in class actions.

17.1 Agreement to Arbitrate

Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between you and the Company, including questions of arbitrability, shall be resolved by final and binding arbitration administered by JAMS or, at the Company's election, the American Arbitration Association (AAA), under their respective then-current commercial arbitration rules. The arbitration shall be conducted in San Diego County, California, before a single neutral arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

17.2 Class Action and Representative Action Waiver

YOU AND THE COMPANY EACH AGREE THAT ANY CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS PROCEEDING, AND MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE INDIVIDUAL RELIEF.

17.3 Mass Arbitration / Coordinated Filings

If twenty-five (25) or more individual arbitration demands are filed against the Company by or with the assistance of the same law firm or coordinated counsel and present substantially similar claims, the parties agree that the demands shall be administered as a coordinated proceeding under JAMS Mass Arbitration Procedures (or the equivalent AAA procedures). Initial bellwether arbitrations of up to ten (10) cases will be selected, with the parties splitting selection. Outcomes of bellwether cases will inform a global mediation. No further individual arbitrations will proceed until the bellwether process and mediation are concluded. Filing and arbitrator fees in coordinated proceedings will be shared in accordance with the applicable mass-arbitration rules and any fee-shifting orders.

17.4 Exceptions

Either party may bring an individual action in small claims court for any dispute within that court's jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to prevent infringement or misappropriation of intellectual property or violation of confidentiality obligations.

17.5 Right to Opt Out

You may opt out of the arbitration agreement in this Section 17 (other than the small claims and injunctive-relief carve-outs) by sending a signed written notice to support@cmiqhealth.com within thirty (30) days of your first acceptance of these Terms. The notice must include your name, mailing address, account email, and a clear statement that you wish to opt out of arbitration.

17.6 Severability of this Section

If any portion of this Section 17 is found unenforceable, that portion shall be severed and the remainder shall remain in full force and effect; provided, however, that if the class-action and representative-action waiver in Section 17.2 is found unenforceable as to any particular claim or remedy, that claim or remedy (and only that claim or remedy) must be brought in court rather than in arbitration.

18. Termination

The Company may suspend or terminate your access to all or part of the Services, with or without notice, for any actual or suspected violation of these Terms, applicable law, or professional standards, including the lapse, suspension, restriction, or revocation of your professional license. Upon termination, your license to use the Services ends immediately. Sections 11 (IP), 12 (Privacy/HIPAA), 13 (Indemnification), 14 (Warranty Disclaimer), 15 (Liability), 16 (Governing Law), 17 (Arbitration), 21 (Notices), and 22 (Miscellaneous), and any other provisions that by their nature should survive, will survive termination.

19. Modifications

The Company may update these Terms from time to time. Material changes will be highlighted on the Site, and you will be notified by email or in-product notice at least thirty (30) days before they take effect. Your continued use of the Services after the effective date of an update constitutes acceptance of the updated Terms. Each version of the Terms is preserved with a version number and effective date for reference.

20. Force Majeure

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of government, public health emergencies, internet or utility outages, labor disputes, supplier or carrier failures, or acts of war or terrorism.

21. Notices

Notices to the Company must be sent to CardioMetaboliQ Labs LLC dba CMiQHealth, 187 Calle Magdalena, Suite 210, Encinitas, CA 92024, with a copy by email to support@cmiqhealth.com. Notices to you may be sent to the email address associated with your account. Notice is deemed delivered on the date received in the case of email, and three (3) business days after deposit in the U.S. mail postage prepaid in the case of physical mail.

22. Miscellaneous

• Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.

• No Waiver. Failure to enforce any right or provision is not a waiver of that right or provision.

• Assignment. You may not assign these Terms without the Company's prior written consent. The Company may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets.

• Entire Agreement. These Terms, together with the Privacy Policy, Statement of HIPAA Practices, Shipping & Returns Policy, and any executed Business Associate Agreement, constitute the entire agreement between you and the Company regarding the Services and supersede all prior agreements on the subject matter.

• Headings. Section headings are for reference only and do not affect interpretation.

• Construction. Ambiguities are not construed against the drafting party.

23. DMCA / Copyright Complaints

The Company respects copyright. To submit a claim of copyright infringement on the Site, send written notice that complies with 17 U.S.C. § 512(c) to support@cmiqhealth.com or to the Company's designated DMCA agent at 187 Calle Magdalena, Suite 210, Encinitas, CA 92024.

24. Contact

Questions about these Terms? Contact CardioMetaboliQ Labs LLC dba CMiQHealth at support@cmiqhealth.com or 187 Calle Magdalena, Suite 210, Encinitas, CA 92024.