CLINEXA HEALTH, INC.

TERMS OF SERVICE

Last revised on July 18, 2026

The website located at tryclinexa.com (the “Site”) and the appointment‑concierge service described below (together with the Site, the “Services”) are operated by Clinexa Health, Inc. (“Clinexa,” “we,” “our,” and “us”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted in connection with such features and are incorporated by reference into these Terms.

THESE TERMS OF SERVICE (THESE “TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICES. BY CLICKING “I AGREE,” CHECKING A BOX, OR TAKING A SIMILAR ACTION INDICATING YOUR ACCEPTANCE OF THESE TERMS, OR BY ACCESSING OR USING THE SERVICES, YOU ACCEPT THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS. YOU MAY NOT ACCESS OR USE THE SERVICES IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

PLEASE BE AWARE THAT SECTION 14 (DISPUTE RESOLUTION) CONTAINS AN ARBITRATION AGREEMENT THAT REQUIRES, WITH LIMITED EXCEPTIONS, THAT DISPUTES BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND A CLASS‑ACTION AND JURY‑TRIAL WAIVER. UNLESS YOU OPT OUT WITHIN 30 DAYS AS DESCRIBED IN SECTION 14, YOU MAY BRING CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS AND WAIVE YOUR RIGHT TO A JURY TRIAL.

1. The Services

1.1 Description. Clinexa offers an AI‑assisted appointment‑concierge service. You may submit a request describing your healthcare appointment needs. You acknowledge that the Services use automated and artificial‑intelligence systems to research providers and to prepare and send communications, and that Clinexa staff may also act on your request. Clinexa makes the Services available to patients directly and through arrangements with pharmaceutical brands and other organizations (“Partners”) that embed or link to the Services as part of their patient‑support initiatives.

1.2 Not a healthcare provider; no medical advice. CLINEXA IS NOT A HEALTHCARE PROVIDER AND DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. The Services are administrative and logistical only. All medical decisions and care remain solely between you and your healthcare provider. If you are experiencing a medical emergency, call 911 or seek immediate care.

1.3 No endorsement; no verification. Clinexa does not endorse, employ, or control any healthcare provider, and does not independently verify any provider’s credentials, licensure, quality, network participation, or suitability. Clinexa is not a party to, and is not responsible for, the relationship between you and any provider or for the care you receive, and cannot confirm whether an appointment was scheduled in a provider’s own system, kept, or attended.

2. Eligibility; Information You Provide

2.1 Eligibility. You must be at least 18 years of age to use the Services.

2.2 Information you provide. When you submit a request you may be asked to provide information such as your name, contact information, the specialty or type of provider you are seeking, your insurance information (such as carrier, plan, and member ID), your preferred location, and your availability. You represent that the information you provide is and will remain truthful, accurate, and complete, and you agree to keep it current.

2.3 Accounts. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account, and you agree to notify us immediately of any unauthorized use. We may suspend or terminate your account in accordance with Section 13.

3. Patient Appointment Coordination and Your Authorization

By submitting a request, you authorize Clinexa to act on your behalf to research available providers and to contact providers (and their staff) to arrange and, where the applicable service configuration so provides, confirm an appointment (as described below), and you authorize Clinexa to disclose to those providers the information reasonably necessary to do so, including your identifying and contact information, the specialty or care sought, and your insurance information. The scope, and the way you provide and may withdraw this authorization, are described in our Privacy Policy and, to the extent it applies, our Consumer Health Data Privacy Notice. You understand and agree that:

1. you authorize Clinexa to select a provider and arrange and confirm an appointment on your behalf without your prior approval; depending on the applicable service configuration, Clinexa may instead give you an opportunity to approve providers or appointments before booking;
2. Clinexa does not guarantee that a suitable provider will be found or that any appointment will be arranged or confirmed;
3. once an appointment is arranged, any changes, rescheduling, or cancellations are your responsibility to coordinate directly with the provider, including compliance with the provider’s policies (such as cancellation fees); and
4. you are responsible for confirming all appointment details directly with the provider and for your own healthcare decisions.

4. Communications Consent

By providing your telephone number or email address, you consent to receive communications from, or on behalf of, Clinexa relating to your requests and use of the Services (including appointment research updates, confirmations, and service messages) by telephone call, text/SMS message, and email, including through automated dialing or messaging technology and prerecorded or AI‑generated voice or text. Consent to receive automated calls or texts is not a condition of using the Services; where required, we will obtain any additional consent before sending marketing communications. Message frequency varies. Message and data rates may apply. Reply STOP to opt out of texts and HELP for help. You may opt out of non‑essential communications at any time; we may still send transactional messages necessary to coordinate a request you have submitted. You agree to notify us if you no longer use a telephone number you provided.

5. Partner Users (Pharmaceutical Brands and Organizations)

5.1 Partner Agreement controls. Access to and use of the Services by a Partner is governed by a separate written agreement between Clinexa and the Partner (a “Partner Agreement”). These Terms apply to Partners in addition to the Partner Agreement; if they conflict, the Partner Agreement controls as between Clinexa and that Partner.

5.2 Permitted use. Subject to its Partner Agreement, a Partner may embed or link to the Services from its brand pages, patient‑support hubs, or other patient‑facing touchpoints to facilitate appointment requests, and may not use the Services in any manner inconsistent with its Partner Agreement or these Terms. A Partner that embeds or links to the Services is responsible for ensuring that patients are presented with, and accept, these Terms and the Privacy Policy before submitting a request.

5.3 Campaign configuration. A Partner may configure certain Service parameters for its campaigns (for example, specialty pre‑selection, geographic targeting, and intake messaging) as permitted by its Partner Agreement. Each Partner is solely responsible for ensuring its configurations and use of the Services comply with all applicable laws and industry requirements, including, as applicable, FDA promotional requirements, the PhRMA Code, and federal and state anti‑kickback and patient‑inducement laws.

5.4 Data and reporting. Clinexa may provide a Partner with aggregate, de‑identified reporting regarding campaign activity (such as request volume and booking‑confirmation rates) as specified in its Partner Agreement and as described in our Privacy Policy. Partners acknowledge that Clinexa does not maintain direct provider integration and cannot confirm appointment attendance or clinical outcomes.

5.5 Partner representations. Each Partner represents and warrants that its use of the Services complies with all applicable laws, including healthcare‑privacy laws and the requirements referenced in Section 5.3.

6. Privacy and Health Information

Clinexa’s collection and use of personal information through the Services is described in our Privacy Policy, which is incorporated into these Terms by reference. To the extent it applies, our Consumer Health Data Privacy Notice describes how we handle consumer health data and is also incorporated by reference. To the extent any information is regulated as protected health information under HIPAA, it is governed by the applicable requirements of HIPAA and, if Clinexa is ever required to publish one, a HIPAA Notice of Privacy Practices.

7. License and Restrictions

7.1 License. Subject to these Terms, Clinexa grants each patient a non‑transferable, non‑exclusive, revocable, limited license to access and use the Services for the patient’s own personal, non‑commercial purpose of arranging healthcare appointments. A Partner’s access and use are licensed solely as, and to the extent, set out in its Partner Agreement, and not under this Section 7.1.

7.2 Certain restrictions. Except as expressly permitted (and, for a Partner, as permitted by its Partner Agreement), you shall not: (a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services; (c) access the Services to build a similar or competitive product or service; or (d) copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Services except as expressly stated. All proprietary notices must be retained.

7.3 Modification of the Services. Clinexa may modify, suspend, or discontinue the Services (in whole or in part) at any time with or without notice, and will not be liable to you or any third party for doing so.

7.4 No support or maintenance. Clinexa has no obligation to provide support or maintenance for the Services.

7.5 Ownership. Clinexa and its suppliers own all intellectual property rights in the Services and their content. Except for the limited access rights expressly granted, these Terms transfer no right, title, or interest to you, and there are no implied licenses.

7.6 Feedback. If you provide feedback or suggestions regarding the Services (“Feedback”), you assign to Clinexa all rights in the Feedback and agree Clinexa may use it without restriction or compensation. Do not submit Feedback you consider confidential or proprietary.

8. Your Responsibilities; Acceptable Use

You agree to provide accurate and complete information; to use the Services only for your own lawful purpose of seeking healthcare appointments; and not to: submit false, misleading, or fraudulent information (including insurance information); submit another person’s information without authority to do so; use the Services for any unlawful purpose or in violation of these Terms; or interfere with, disrupt, scrape, or abuse the Services, the provider‑outreach functionality, or any other user or third party.

9. Third‑Party Links; Other Users; Release

9.1 Third‑party links and services. The Services may contain links to third‑party websites, services, or resources, including providers’ own websites and scheduling pages, that Clinexa does not control and is not responsible for. You use them at your own risk and should review the applicable third party’s terms and privacy practices.

9.2 Other users; providers. Your interactions with providers and other users are solely between you and them. Clinexa is not responsible for any loss or damage arising from such interactions and is under no obligation to become involved in any dispute.

9.3 Release. Subject to Section 15.3, you hereby release and forever discharge Clinexa (and our officers, employees, agents, successors, and assigns) from every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind that arises directly or indirectly out of, or relates directly or indirectly to, the Services (including any interactions with, or act or omission of, any provider, other user, or third party). IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

10. Disclaimers

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CLINEXA (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON‑INFRINGEMENT. CLINEXA MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR‑FREE BASIS, AND MAKES NO REPRESENTATION REGARDING THE QUALITY, SAFETY, OR SUITABILITY OF ANY PROVIDER IDENTIFIED OR CONTACTED THROUGH THE SERVICES. 

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLINEXA (OR OUR SUPPLIERS) BE LIABLE FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF CLINEXA HAS BEEN ADVISED OF THE POSSIBILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLINEXA’S TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED US DOLLARS (US$100). 

12. Indemnification

You agree to indemnify and hold Clinexa (and its officers, directors, employees, and agents) harmless, including reasonable attorneys’ fees, from any third‑party claim arising out of (a) your use of the Services, (b) your violation of these Terms, or (c) your violation of applicable laws. Clinexa may, at your expense, assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate; you will not settle any matter without Clinexa’s prior written consent.

13. Term and Termination

These Terms remain in effect while you use the Services. Clinexa may suspend or terminate your access at any time, for any reason, including for any violation of these Terms, and will have no liability to you for doing so. Sections 1.2–1.3, 2.2, and 3 through 15 survive termination.

14. Dispute Resolution

Please read this arbitration agreement (the “Arbitration Agreement”) carefully.

14.1 Applicability. Any dispute between you and Clinexa, its parents, subsidiaries, affiliates, successors, and assigns and their respective officers, directors, employees, and agents (the “Clinexa Parties”) relating in any way to the Services or these Terms (a “Dispute”) will be resolved by binding arbitration rather than in court, except that (1) you or the Clinexa Parties may bring an individual claim in small claims court if it qualifies; and (2) either party may seek equitable relief in court for infringement or misuse of intellectual property. This Arbitration Agreement survives termination and does not preclude you from reporting matters to government agencies.

14.2 Informal resolution. Before commencing arbitration (or a small‑claims action), the parties will first meet and confer by telephone or videoconference in a good‑faith effort to resolve the Dispute informally. The party initiating a Dispute must give the other written notice (“Notice”), and a conference will occur within 45 days after the other party receives the Notice. The Notice must include: (1) your name, telephone number, mailing address, and the email address associated with your use of the Services (if any); (2) the name and contact information of your counsel, if any; and (3) a description of the Dispute and the relief sought. Notice to Clinexa must go to support@tryclinexa.com or by mail to Clinexa Health, Inc., 131 Continental Drive, Suite 305, Newark, Delaware 19713. Each conference is individualized: a separate conference must be held for each claimant, and multiple claimants may not participate in the same conference unless all parties agree. Completion of this process is a condition precedent to commencing arbitration; applicable limitations periods and filing deadlines are tolled while it is pending.

14.3 Arbitration rules, forum, and fees. These Terms evidence a transaction involving interstate commerce, and the Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs this Arbitration Agreement. If informal resolution does not resolve the Dispute within 60 days after the Notice, either party may commence binding arbitration administered by JAMS under its Consumer Arbitration Minimum Standards and its Streamlined Arbitration Rules available at www.jamsadr.com. A party initiating arbitration must provide a request that includes the legal claims and factual bases, the relief sought and a good‑faith calculation of the amount in controversy, and a statement certifying completion of the informal‑resolution process; if represented, counsel must sign the request. Unless Batch Arbitration applies, the arbitration will be conducted in the county where you reside. The arbitrator may direct a limited and reasonable exchange of information consistent with the expedited nature of arbitration, and the materials exchanged shall be kept confidential. 

14.4 Authority of arbitrator. The arbitrator has exclusive authority to resolve all Disputes subject to arbitration, including the scope, enforceability, and formation of this Arbitration Agreement, except that a court (not the arbitrator) decides: (1) disputes under the class‑action waiver in Section 14.6; (2) disputes about arbitration fees (except under Section 14.8, Batch Arbitration); (3) whether a condition precedent to arbitration has been satisfied; and (4) which version of the Arbitration Agreement applies. The arbitrator may award the same individualized relief a court could, must follow these Terms, and shall issue a written, reasoned award. Judgment may be entered in any court of competent jurisdiction.

14.5 Waiver of jury trial. EXCEPT AS SPECIFIED IN SECTION 14.1, YOU AND THE CLINEXA PARTIES WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BEFORE A JUDGE OR JURY.

14.6 Waiver of class or other non‑individualized relief. EXCEPT AS SPECIFIED IN SECTION 14.8, YOU AND CLINEXA MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND ONLY INDIVIDUAL RELIEF IS AVAILABLE. If a court finds this waiver unenforceable as to a particular claim or request for relief by a final, non‑appealable decision, that claim or request (and only that one) shall be severed and litigated in the state or federal courts located in the State of Delaware; all other Disputes shall be arbitrated.

14.7 Attorneys’ fees and costs. The parties shall bear their own attorneys’ fees and costs in arbitration, except that the arbitrator may award fees and costs where the arbitrator finds that a claim, or the relief sought, was frivolous or brought for an improper purpose (as measured by Federal Rule of Civil Procedure 11(b)). If a party must seek a court order to compel arbitration, the party that obtains the order may recover the reasonable costs and attorneys’ fees incurred in doing so, and the prevailing party in any court action over whether a condition precedent to arbitration has been satisfied may recover its reasonable costs and attorneys’ fees.

14.8 Batch arbitration. If 100 or more arbitration demands of a substantially similar nature are filed against Clinexa by or with the assistance of the same or coordinated counsel within a 30‑day period, JAMS shall administer them in batches of up to 100 demands each, appoint one arbitrator per batch, and resolve each batch as a single consolidated arbitration with one set of fees per side per batch. Demands are of a “substantially similar nature” if they arise out of or relate to the same or similar facts and raise the same or similar legal issues and requested relief. If the parties disagree on whether Batch Arbitration applies, JAMS will appoint a single administrative arbitrator (the “Administrative Arbitrator”) to decide that question, and Clinexa will pay the Administrative Arbitrator’s fees. This Section does not authorize any class, collective, or mass arbitration except as expressly set forth here.

14.9 30‑day right to opt out. You may opt out of this Arbitration Agreement by sending written notice, within 30 days after first becoming subject to it, to Clinexa Health, Inc., 131 Continental Drive, Suite 305, Newark, Delaware 19713, or to support@tryclinexa.com, stating your name, address, and a clear statement that you want to opt out. Opting out has no effect on the remaining provisions of these Terms.

14.10 Future changes to this Arbitration Agreement. If Clinexa makes a material change to this Arbitration Agreement after you first accept these Terms, you may reject the change by written notice to Clinexa within 30 days after it becomes effective, in which case the most recent version you accepted before the change will govern. A change does not give you a new opportunity to opt out of arbitration if you previously agreed to a version and did not validly opt out, and Clinexa will continue to honor any valid opt‑out you previously made.

14.11 Severability; survival. Except as provided in Section 14.6, if any part of this Arbitration Agreement is found invalid or unenforceable, that part shall be severed and the remainder shall continue in effect. Any Dispute must be initiated within the applicable statute of limitations.

15. General

15.1 Changes to these Terms. If we make a material change to these Terms, we will post the revised Terms with an updated “Last revised” date and, where appropriate, provide additional notice (such as email or an in‑Service notice). Your continued use after the effective date constitutes acceptance.

15.2 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict‑of‑laws rules, except that the Federal Arbitration Act governs Section 14. 

15.3 No waiver of non‑waivable rights. Nothing in these Terms (including the release in Section 9.3, the disclaimers in Section 10, the limitation of liability in Section 11, or the Arbitration Agreement in Section 14) waives, limits, or disclaims any right or remedy that cannot be waived, limited, or disclaimed under applicable law, including rights under applicable consumer‑health‑data, healthcare‑privacy, and consumer‑protection statutes. Where any provision would be unenforceable as applied to such a right or remedy, it is modified only to the minimum extent necessary, and the remainder continues in effect.

15.4 Export. You agree not to export, re‑export, or transfer any U.S. technical data acquired from Clinexa in violation of U.S. export laws.

15.5 California disclosures. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952‑5210. 

15.6 Electronic communications. You consent to receive communications and notices from Clinexa in electronic form, and agree that they satisfy any legal requirement that such communications be in writing. (This Section 15.6 concerns the legal form of notices and does not replace your consent in Section 4 to calls, texts, or marketing.)

15.7 Entire terms; assignment. These Terms are the entire agreement between you and Clinexa regarding the Services. Our failure to enforce any provision is not a waiver. Section titles are for convenience only; “including” means “including without limitation.” If any provision is held invalid, the remaining provisions remain in effect and the invalid provision is modified to the minimum extent necessary to be enforceable. Your relationship to Clinexa is that of an independent contractor; neither party is an agent or partner of the other. You may not assign these Terms without Clinexa’s prior written consent; Clinexa may freely assign.

16. Contact

Clinexa Health, Inc. 131 Continental Drive, Suite 305, Newark, Delaware 19713 Email: support@tryclinexa.com