Terms of Service

Terms and Conditions

Effective Date: June 10, 2026

Welcome to OneTwenty, a platform designed to help you achieve optimal health through data-driven, personalized tools, educational insights, and access to independent third-party services. These Terms and Conditions ("Terms") govern your access to and use of the website, mobile application, and services (collectively, the "Services") operated by OneTwenty Health Inc. ("OneTwenty," "we," "us," or "our"). The terms "you," "your," or "user" refer to you, the user. By accessing or using our Services, you agree to be legally bound by these Terms. If you do not agree, please do not access or use our Services.

Important Notices

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER: (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ONETWENTY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; (B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS; AND (C) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

These Terms Set Forth a Legally Binding Agreement

Please read these Terms very carefully before accessing or using our Services. By using or continuing to use our Services, you acknowledge you have read and understand and, subject to applicable law, expressly consent to be bound by these Terms, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. Your use of the Services is also subject to our Privacy Policy, which describes how we collect, use, and share information about you and is incorporated into these Terms by reference. Please print a copy of this agreement for your records. If you do not agree to all the terms and conditions of these Terms, then you may not access or use the Services. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

To ensure clarity, certain terms used throughout these Terms are defined below. "Affiliated Providers" refers to independent third-party entities including laboratory service providers, licensed medical professionals, and fulfillment pharmacies. "OneTwenty Content" refers to all proprietary data, code, scoring systems, algorithms, health insights, educational material, and other intellectual property owned by OneTwenty. "Lab Results" refers to the raw data generated from your biological samples, specifically excluding the proprietary formatting or interpretation provided by OneTwenty. "Services" refers to the technology platform and related tools that enable users to access and interact with independent third-party providers, laboratories, and pharmacies. "Wearable Data" refers to health-related data transmitted from wearable devices (such as Apple Watch or similar devices) that you connect to the Services.

Eligibility and United States Residency

The Services are intended for access and use only by residents of the United States who are eighteen (18) years of age or older. You represent and warrant that you are of sound mind and possess the legal authority to form a binding contract. You must close your browser and cease all use of the Services if you are under the age of eighteen (18) or located outside the United States. OneTwenty does not intend to be subject to the laws or jurisdiction of any non-U.S. territory and makes no representation that the health-scoring algorithms or lab-facilitation tools are appropriate for use outside the United States. By using the Services, you represent and warrant that you meet all eligibility requirements set forth herein.

1. The Services

A. Description of the Services

OneTwenty is a health technology platform that provides personalized tools and educational insights to help users optimize their health. The Services include: (i) access to health dashboards and data visualization tools; (ii) integration with wearable devices (such as Apple Watch) to track and monitor health metrics; (iii) facilitation of access to independent third-party laboratory services for quarterly health testing; (iv) AI-powered educational tools and automated support features; and (v) personalized health insights based on user data. OneTwenty does not provide medical care, diagnosis, or treatment. All clinical services are provided by independent, licensed Affiliated Providers. OneTwenty reserves the right to limit the availability of the Services (by individual, geography, jurisdiction, or otherwise) and to modify or withdraw the Services, at any time, without notice, in our sole discretion.

B. Gifting and Membership Codes

If you purchase a "Gift" membership, you are responsible for ensuring the recipient meets all eligibility requirements, including the age and U.S. residency requirements. Gifting does not transfer ownership of data; the recipient must accept these Terms in their entirety before accessing the Services. Membership codes have no cash value, cannot be resold, and expire as indicated at the time of purchase.

C. State-Specific Rights (NY and NJ)

Users residing in New York and New Jersey have the right under their respective state patient billing laws to request an itemized price list from OneTwenty for laboratory tests. Please contact [email protected] to exercise this right.

D. Accounts, Security, and Termination

To access the Services, you must create a user account ("Account"). You are required to create an Account in order to use the Services, which can be done by completing the registration process in the Services. You agree that all information provided by you is accurate, full, complete, and up to date at all times. Any registration is solely for you, and you may only use one single Account. You may not use the Accounts of others, or allow others to use your Account, and you are solely responsible for preventing such unauthorized use of your Account. You are solely responsible for the security of your Account credentials. You agree that OneTwenty will not be liable for any loss resulting from unauthorized access to your personal information due to your failure to secure your password or Account credentials. You must notify OneTwenty immediately at [email protected] if you suspect or become aware that your Account is being used without authorization or of any other breach of security. OneTwenty reserves the right to terminate your Account at any time, with or without notice, for any violation of these Terms.

E. Consent to Receive Electronic Communications

By visiting the Services, creating an Account, or communicating with OneTwenty, you consent to receive electronic communications from OneTwenty (e.g., via email). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

2. OneTwenty Does Not Provide Medical Care

OneTwenty is a health technology company, not a healthcare provider. OneTwenty provides administrative and technology services that enable users to access independent, licensed healthcare providers, laboratories, and pharmacies. OneTwenty does not provide medical care, diagnosis, or treatment.

NEITHER ONETWENTY NOR ITS AFFILIATES PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

Your use of the Services does not establish a doctor-patient relationship with OneTwenty. Any clinical services you receive are provided by independent third-party professionals. OneTwenty has no ownership interest in these Affiliated Providers, does not control their clinical decision-making, and disclaims all liability for the quality of care they provide. You acknowledge and agree that you are solely responsible for your interactions with Affiliated Providers, and OneTwenty shall have no liability for any act or omission of any Affiliated Provider.

All information provided by OneTwenty (including through the Services) is for informational and educational purposes only. THE SERVICES ARE NOT APPROPRIATE FOR MEDICAL EMERGENCIES; IF YOU HAVE AN EMERGENCY, CALL 911 IMMEDIATELY. You acknowledge that reviewing health data is irreversible; once you review your Lab Results, you are committing yourself to an awareness of information that may be distressing or life-altering. You assume all physical risks associated with biological sample collection, including bruising, fainting, or infection, and you release OneTwenty and its affiliates from any liability arising from such risks. OneTwenty does not warrant the accuracy, completeness, or timeliness of any Lab Results or Wearable Data delivered through the Services. Data from wearable devices may be subject to technical limitations, including sensor accuracy, connectivity issues, and device calibration, and should not be relied upon as the sole basis for any health-related decisions.

OneTwenty is a direct-to-consumer technology platform and does not provide healthcare services. OneTwenty is not acting as a covered entity or business associate under HIPAA in connection with the Services and does not provide services on behalf of healthcare providers. Certain health-related information may be subject to applicable healthcare privacy laws when handled by licensed providers. OneTwenty applies safeguards designed to protect user information, including safeguards aligned with industry standards for health data security.

3. Payments, Subscriptions, and Automatic Renewal

A. Federal Healthcare Programs

OneTwenty is not a Medicare or Medicaid provider and is not enrolled in any federal or state healthcare programs. By choosing to use the Services, you are specifically electing to obtain products and services on a private-pay basis outside of any insurance plan. You agree that neither you nor OneTwenty will submit a claim for reimbursement to any federal or state healthcare program for the costs of the Services. If you are a federal health program beneficiary, you acknowledge that you are assuming full financial responsibility for all costs.

B. Subscriptions and Automatic Renewal

By providing a payment method, you authorize OneTwenty to charge your account for all fees incurred. SUBSCRIPTIONS WILL AUTOMATICALLY RENEW for additional periods of the same duration unless you cancel at least twenty-four (24) hours before the next billing cycle begins. You must cancel your subscription before it renews to avoid billing of fees for the next subscription period. You will not receive a refund for fees you have already paid for your current subscription period, and you will continue to have access to the Services until the end of your current subscription period. Fees are non-refundable except where required by law. OneTwenty reserves the right to change its pricing at any time; provided, however, that we will notify you of any material changes via the email associated with your Account. Your continued use of the Services following any price change constitutes acceptance of such change.

C. Payment Processors

OneTwenty uses third-party payment processors to securely store your payment card information and process your payments ("Payment Processors"). When you process a payment through the Services (a "Transaction"), our Payment Processors may ask you to supply additional information relevant to your Transaction, such as your credit card number, the expiration date of your credit card, and your address(es) for billing (such information, "Payment Information"). You will provide all Payment Information directly to our Payment Processors. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information.

D. Transaction Fees and Processing

If you choose to initiate a Transaction via the Services, you agree: (i) to pay the applicable fees and any taxes; (ii) that our Payment Processors may charge your credit card or third-party payment processing account, including for verification, pre-authorization, and payment purposes; and (iii) to bear any additional charges that your bank or other financial service provider may levy on you as well as any taxes or fees that may apply to your Transaction. You will receive a confirmation email after we confirm the payment for your Transaction. All payments made are non-refundable and non-transferable except as expressly provided in these Terms.

E. Transaction Cancellation; Verification

OneTwenty reserves the right to not process or to cancel your Transaction in certain circumstances, for example, if your credit card is declined, if we suspect the request or Transaction is fraudulent, or in other circumstances OneTwenty deems appropriate in its sole discretion. OneTwenty also reserves the right, in its sole discretion, to take steps to verify your identity in connection with your Transaction. You may need to provide additional information to verify your identity before completing your Transaction. OneTwenty will either not charge you or refund the charges for Transactions that we do not process or cancel.

F. Fee Disputes and Chargebacks

If you have any concerns or objections regarding charges, you agree to raise them with us first and you agree not to cancel or reject any credit card or third-party payment processing charges unless you have made a reasonable attempt at resolving the matter directly with OneTwenty. We may institute a chargeback policy as we deem appropriate in the event that you or your bank does not honor a payment obligation or if our Payment Processors question our ability to collect funds from you. As part of such chargeback policy, we may in our sole discretion suspend, terminate, or otherwise limit your ability to use the Services or otherwise take any action we or our Payment Processors deem necessary.

G. Future Functionality

You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by OneTwenty regarding future functionality or features.

4. Use of AI Chat and Automated Insights

OneTwenty utilizes generative AI-powered tools ("AI Chat") to provide automated support. AI CHAT IS NOT A HUMAN AND IS NOT A MEDICAL PROFESSIONAL. AI-generated responses are provided solely for informational and educational purposes and are not intended to be relied upon for medical decision-making. You acknowledge that AI technology is known to produce inaccurate outputs (sometimes referred to as "hallucinations") and may provide incorrect, outdated, or harmful information. AI-generated responses are provided "AS IS" and are intended only as an educational supplement. You are solely responsible for verifying the accuracy of all AI-generated content with a qualified physician before making any medical decisions. OneTwenty makes no representation or warranty regarding the accuracy, reliability, or appropriateness of any AI-generated content. You agree that OneTwenty shall have no liability for any loss or damage arising from your reliance on AI-generated content.

5. Referral Program and Regulatory Compliance

No payments or compensation related to the Services are intended to influence the selection of healthcare providers, laboratories, or services. All compensation reflects fair market value for non-clinical services. If OneTwenty offers referral or promotional programs, such programs will be structured as fixed, fair-market-value incentives for non-clinical services and will not be based on the volume or value of healthcare services.

6. Intellectual Property and Data Anonymization

A. Intellectual Property Ownership

All content on the Services (including, for example, text, designs, graphics, logos, icons, images, audio clips, downloads, interfaces, information, code, software, health-scoring algorithms, and the selection and manner of compilation and presentation) (collectively, the "Content"), is owned by OneTwenty, our content providers, or our licensors (as applicable), and may be protected by copyright, trademark, and other applicable laws. Your access to and use of the Services does not grant you any license or right to use any copyrighted materials or any trademark, logo, or service mark displayed on the Services. OneTwenty, our content providers, or our licensors (as applicable) retain full and complete title to and reserve all rights in the material on the Services, including all associated intellectual property rights. OneTwenty neither warrants nor represents that your use of materials on the Services will not infringe rights of third parties.

B. Use Restrictions

You agree to use the Services only for purposes that are legal, proper, and in accordance with these Terms and any applicable laws or regulations. Without limitation, you may not, and may not allow any third-party to: (i) undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation; (ii) impersonate another person (via the use of an email address or otherwise); (iii) upload, post, transmit, or otherwise make available through the Services any content that infringes the intellectual or proprietary rights of any party; (iv) operate to defraud OneTwenty, other users, or any other person; (v) provide false, inaccurate, or misleading information; (vi) use the Services to violate the legal rights (such as rights of privacy and publicity) of others; (vii) engage in, promote, or encourage illegal activity; (viii) harvest or otherwise collect information from the Services about others, including email addresses, without proper consent; (ix) exploit the Services for any unauthorized commercial purpose; (x) modify, adapt, translate, or reverse engineer any portion of the Services; (xi) remove any copyright, trademark, or other proprietary rights notices contained in or on the Services or any part of it; (xii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or the content posted on the Services, or to collect information about its users for any unauthorized purpose; (xiii) create user accounts by automated means, or under false or fraudulent pretenses; or (xiv) access or use the Services for the purpose of creating a product or service that is competitive with any of OneTwenty's products or Services.

C. User License

You hereby grant OneTwenty a limited, worldwide, non-exclusive, revocable, sublicensable, transferable right and license to access, use, copy, modify, and make derivative works of your personal information to provide the Services. Furthermore, you agree that OneTwenty may de-identify and anonymize your data. OneTwenty may use de-identified data for research, analytics, and product improvement in accordance with applicable law. OneTwenty will not attempt to re-identify such data. You acknowledge that certain information processed through the Services may be subject to healthcare privacy laws when handled by licensed providers. OneTwenty applies technical and organizational measures designed to protect user information consistent with widely accepted health data security standards.

D. Feedback

By sending us any feedback, comments, questions, ideas, proposals, or suggestions concerning OneTwenty or any of our Services whether online, by email, by postal mail, or otherwise (collectively, "Feedback"), you represent and warrant: (i) that you have the right to disclose the Feedback; (ii) that the Feedback does not violate the rights of any other person or entity, including intellectual property rights; and (iii) that your Feedback does not contain the confidential or proprietary information of any third party. By sending us any Feedback, you further: (1) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (2) acknowledge that we may have something similar to the Feedback already under consideration or in development; and (3) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license, under all intellectual property rights, to use, make, have made, incorporate into our Services, modify, copy, display, perform, distribute, prepare derivative works, publish, distribute, and sublicense the Feedback, without any credit or compensation to you. This Feedback section shall survive any termination of your Account or any aspect of the Services.

E. Statistical Information

We may derive and compile, either manually or automatically, anonymized and aggregated data related to the performance, operation, and use of the Services ("Statistical Information"), including by you, and use such Statistical Information for our business purposes, including for operations management, for research and development, and for sharing with relevant parties. All rights not expressly granted herein are reserved by OneTwenty, our affiliates, and licensors.

F. All Rights Reserved

You may access the Services only for your permitted use under these Terms, and you may not modify or delete any copyright, trademark, or other proprietary notice relating to any material you access. You agree not to display or use in any manner the OneTwenty marks without OneTwenty's advance written permission. OneTwenty and its licensors own all rights, title, and interest in the Services, including all proprietary scoring algorithms and computer code. All software used on the Services is the property of OneTwenty or our licensors and protected by United States and international copyright laws. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services, use of the Services, or access to the Services without express written permission by us.

7. Digital Millennium Copyright Act ("DMCA")

OneTwenty respects the intellectual property rights of others. It is our policy to respond promptly to any claim that content infringes the copyright or other intellectual property rights of any person. OneTwenty will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action in accordance with the DMCA and these Terms. If you believe that your copyrighted work is infringed by content on the Services, please provide a written DMCA notice to OneTwenty at: [email protected].

OneTwenty reserves the right to remove any content that allegedly infringes another person's copyright or trademark rights, thereby restricting access to or visibility of the content on the Services. OneTwenty shall not be liable to a user for content that was subsequently taken down by OneTwenty pursuant to a valid DMCA take-down notification or a determination of a user's violation of these Terms.

8. Third-Party Disclaimers

During the course of using the Services, you may interact with Affiliated Providers, third-party sites, or wearable devices. OneTwenty has no control over any third party's terms of service or privacy practices. ONETWENTY DISCLAIMS ALL LIABILITY for the acts or omissions of any third-party provider, including errors in lab analysis, scheduling delays, the malfunction of wearable hardware, or the accuracy of data transmitted from wearable devices. OneTwenty is not responsible for the clinical services provided by such independent third parties, which remain solely responsible for their services in accordance with applicable law. You acknowledge and agree that your use of any third-party products, services, or wearable devices is at your own risk and subject to such third party's terms and conditions. You agree that OneTwenty shall not be responsible or liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party providers.

You may not use third-party content without that third-party's permission, or as otherwise allowed by law. Complaints, claims, concerns, or questions regarding third-party products or services should be directed to the applicable third-party.

9. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF ONETWENTY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AND LICENSORS SHALL NOT EXCEED THE GREATER OF $100.00 OR THE TOTAL AMOUNT PAID BY YOU TO ONETWENTY IN THE SIX (6) MONTHS PRECEDING THE CLAIM. This limitation applies to all damages, including loss of data, emotional distress, or business interruption, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if OneTwenty has been advised of the possibility of such damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ONETWENTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF ONETWENTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ONETWENTY AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE EXTENT PERMITTED BY APPLICABLE LAW, ONETWENTY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES, OR THE CONTENT OF ANY THIRD-PARTY WEBSITES OR SERVICES LINKED TO OR INTEGRATED WITH OUR SERVICES.

WE DO NOT REPRESENT OR WARRANT THAT (A) YOUR USE OF OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (B) ANY ERRORS IN THE SERVICES WILL BE CORRECTED, (C) THE QUALITY OF THE SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS, (D) THE SERVICES WILL BE FREE OF ANY WORMS OR VIRUSES OR ANY CODE OF A MALICIOUS AND/OR DESTRUCTIVE NATURE, (E) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (F) YOUR USE OF THE SERVICES WILL RESULT IN ANY SPECIFIC OUTCOMES, INCLUDING ANY HEALTH IMPROVEMENTS OR BENEFITS. YOU EXPRESSLY AGREE THAT THE USE OF, OR INABILITY TO USE, THE SERVICES IS AT YOUR SOLE RISK.

ONETWENTY AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES OR CONSUMPTION OF ANY CONTENT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (IV) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES; (VI) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SERVICES; OR (VII) LOSS OR DAMAGE CAUSED BY ANOTHER USER'S VIOLATION OF THESE TERMS.

Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this section. If you are in such a jurisdiction, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by applicable law.

10. Indemnification

You agree to indemnify, defend, and hold harmless OneTwenty and its affiliates, officers, directors, employees, agents, contractors, licensors, service providers, subcontractors, suppliers, and interns from any third-party claims, losses, damages, judgments, liabilities, demands, actions, proceedings, investigations (whether formal or informal), or expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your misuse of the Services; (ii) your violation of these Terms or the documents they incorporate by reference; (iii) your violation of any third-party rights, including intellectual property or privacy rights; (iv) any content or information you provide through the Services; (v) your violation of any applicable law or regulation; or (vi) your interactions with any Affiliated Provider or third-party service.

In the event of such a claim, suit, or action, we will attempt to provide you notice of the claim, suit, or action at the contact information we have for you on file (provided, that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). OneTwenty reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with OneTwenty in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, these Terms, or your access to the Services.

11. Communications

OneTwenty may communicate with you using email, phone calls, chatbots, and text messages, including autodialed or prerecorded calls and text messages, at any email address or telephone number that you provide us, to: (a) notify you regarding your Account; (b) provide customer support; (c) troubleshoot problems with your Account; (d) resolve a dispute; (e) collect a debt; (f) poll your opinions through surveys or questionnaires; or (g) as otherwise necessary to service your Account or enforce these Terms, our policies, applicable law, or any other agreement we may have with you. OneTwenty may route phone and text communications through a third-party service provider, and we or the service provider may record telephone conversations or chatbot exchanges you have with OneTwenty or its agents for quality control and training purposes, or for our own protection.

12. Dispute Resolution and Binding Arbitration

A. Mandatory Arbitration of Disputes

We each agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services (collectively, "Disputes") shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Healthcare or Commercial Rules (the "AAA Rules") then in effect, except as modified by these Terms, and not in a class, representative, or consolidated action or proceeding. YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND ONETWENTY ARE EACH WAIVING THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

B. Batch Arbitration

If twenty-five (25) or more similar claims are filed against OneTwenty by the same law firm or coordinated group, OneTwenty may elect to resolve these claims in batches of up to one hundred (100) to ensure efficiency. Each batch shall be resolved within one hundred eighty (180) days of arbitrator appointment, and subsequent batches shall commence within thirty (30) days of the final award in the preceding batch. During the pendency of any batch, the statute of limitations applicable to unbatched claims shall be tolled. For the avoidance of doubt, batch arbitration under this Section does not constitute consolidation, class action, or representative proceeding prohibited by Section 12.H; each claimant's claims remain individual claims resolved on an individual basis.

C. Opt-Out

You may opt out of this arbitration obligation by sending written notice to OneTwenty at [email protected] within thirty (30) days of your first acceptance of these Terms. Your notice must include your full name, email address associated with your account, and a clear statement that you wish to opt out of arbitration. If you opt out, all other provisions of these Terms will continue to apply, and any Disputes will be resolved exclusively in the state or federal courts located in New Castle County, Delaware.

D. Exceptions

As limited exceptions to Section 12.A above: (i) we both may seek to resolve a Dispute in small claims court where you live or where OneTwenty is located (if it qualifies); and (ii) we each retain the right to seek injunctive or other equitable relief from a court, including to prevent (or enjoin) the infringement or misappropriation of our respective intellectual property rights.

E. Conducting Arbitration and Arbitration Rules

The AAA Rules are available at https://www.adr.org/Rules and general information on the AAA process is found at www.adr.org. Information on how to initiate the arbitration is found at that website. The arbitration shall be, if possible, conducted either on the basis of documents or remotely. If an in-person hearing is necessary, the location of the arbitration will be in Wilmington, Delaware. The language to be used in the arbitration will be English. In all Disputes there shall be one (1) arbitrator. The arbitrator shall be appointed pursuant to the provisions for appointing an arbitrator in the AAA Rules. The arbitrator shall issue a decision in writing, briefly explaining the reasons therefor, and may award remedies that are available at law or in equity (so long as consistent with all of the Terms; please be advised that these Terms contain certain limitations on the type and amount of damages that may be awarded). The arbitrator shall have no power to amend or supplement these Terms to award damages other than as permitted herein, or to fail to follow applicable laws and regulations. Any award rendered by the arbitrator shall be final and binding on the parties, and may be confirmed by the judgment of a court of competent jurisdiction. This arbitration provision shall survive termination of these Terms.

F. Arbitration Costs

Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, and each party shall bear its own costs and expenses of arbitration, including legal fees.

G. Injunctive and Declaratory Relief

Except as provided in Section 12.D above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

H. Class Action Waiver

YOU AND ONETWENTY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. Nothing in this Section 12.H shall preclude OneTwenty's right to elect batch arbitration under Section 12.B, which processes individual claims on coordinated administrative timelines without consolidating or merging the claims of different claimants. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

13. Miscellaneous

A. Entire Agreement

These Terms and any policies or operating rules posted by us with respect to the Services constitute the complete and exclusive agreement and understanding between you and us related to the Services, and supersede any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

B. These Terms May Change

We reserve the right, at our sole discretion, to update, change, modify, or replace any part of these Terms by posting updates and changes to our website. We may elect to notify you of such changes by mail, email, posting of modified Terms, or some other similar manner. However, it is your responsibility to check our website regularly for changes to these Terms. Your continued use of or access to the Services following the posting of any changes to these Terms constitutes acceptance of those changes.

C. Errors, Inaccuracies, and Omissions

Occasionally there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to the Services' descriptions, information, materials, pricing, promotions, and offers. We reserve the right, without prior notice to: (i) correct any errors, inaccuracies, or omissions; and (ii) change or update information or cancel orders, if any information in the Services or on any related website is inaccurate at any time (including after you have submitted an order).

We undertake no obligation to update, amend, or clarify information in the Services or on any related website pricing information, except as required by law. No specified update or refresh date applied in the Services or on any related website, should be taken to indicate that all information on the Services or on any related website has been modified or updated.

D. User is Responsible for Equipment and Software to Connect to the Services

You must provide all equipment and software necessary to connect to the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.

E. Governing Law

These Terms and all Disputes arising out of or relating to these Terms are governed by, construed, and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The parties acknowledge and agree that any and all Disputes not subject to arbitration will be resolved exclusively in the state or federal courts located in New Castle County, Delaware.

F. Termination

These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use the Services, or when you cease using the Services and delete your Account. Deleting your Account can only be done by utilizing the relevant functionality located on the website.

We are free to terminate (or suspend access to) your use of the Services (or any part thereof) or your Account, if: (i) you fail, or we suspect that you have failed, to comply with any term or provision of these Terms; (ii) there is a regulatory or statutory change limiting our ability to provide the Services; (iii) we discover you have created multiple Accounts for the same user; (iv) we suspect that the Services have been or will be used for any illegal, fraudulent, or otherwise unauthorized purposes; or (v) for any other reason in our sole discretion. We also may terminate these Terms at any time, with or without cause, or with or without notice. Under no circumstances shall OneTwenty be responsible or liable for any direct, indirect, consequential, or other losses, damages, or costs suffered by you or any other person due to any such termination, suspension, or restriction of access to the Services.

Upon termination: (1) all rights granted to you hereunder will automatically terminate; and (2) you must immediately cease all use of the Services.

Even after your right to use the Services is terminated, the obligations and liabilities of the parties incurred prior to the termination date shall survive the termination and these Terms will remain enforceable against you. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, but without limitation, all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, and any terms regarding ownership or intellectual property rights.

G. Severability

If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be severed from these Terms, and the remainder shall remain in full force to the fullest extent permitted by applicable law and such determination shall not affect the validity and enforceability of any other remaining provisions.

H. Assignment

You may not assign these Terms to any other party. We may assign these Terms or delegate any or all of our rights and responsibilities under these Terms to any third parties, without notice to you.

I. Waiver

No delay or omission by us in exercising any rights or remedies thereunder shall impair such right or remedy or be construed as a waiver of any such right or remedy. Any single or partial exercise of a right or remedy by us shall not preclude further exercise of any right or remedy by us. No waiver by us shall be valid unless in writing signed by us.

J. Headings and Interpretation

The headings used in the Terms are included for convenience only and will not limit or otherwise affect these Terms. The word "including" (in its various forms) means "including without limitation." References in these Terms to the words: (i) "ensure" and its derivatives mean to use commercially reasonable efforts to pursue the stated aim and under no circumstances imply or constitute any guaranty of results or outcomes or any express or implied legal covenant, warranty or representation; (ii) "best efforts," "commercially reasonable efforts," or "reasonable efforts" mean acting with diligence and good faith in the performance of the obligation; and (iii) "immediately" and terms of similar urgency mean promptly and without undue delay.

14. Contact Information

Questions or concerns about the Terms should be sent to us via the following methods:

OneTwenty Health Inc. 221 W. 9th St. PMB 524 Wilmington, DE 19801

Email: [email protected] | Phone: 201-540-8754