Terms and Conditions of Service

Section 1

Parties and Definitions

Celly Health™ and its affiliated entities (collectively, "Celly Health," "we," or "us") own and operate the platform, website, and related applications through which clinical, telehealth, subscription, and in-person services are made available. The terms "you" and "yours" refer to the individual accessing or using the Service.

Affiliated Entities include, without limitation:

• Celly Mobile Dialysis PA
• SmartCred.ai
• Klinix Capital Insurance
• Klinix Law PLLC
• Comprehensive Medical Billing
• HealthBio
• Any additional entity designated by Celly Health™ as an affiliate at the time of service delivery

"Service" means all features, functions, content, products, clinical consultations, telehealth sessions, in-person care coordination, prescription fulfillment, subscription programs, and any other offerings made available through the Celly Health™ platform or its affiliated entity platforms.

"Medical Groups" means any physician group, professional association, or clinical entity that contracts with or through Celly Health™ to provide healthcare services to users via the Service. "Providers" means physicians, nurses, advanced practice providers, allied health professionals, and other licensed health professionals associated with the Medical Groups.

Section 2

Acceptance of Terms and Conditions

Your access to and use of the Service is subject to this Agreement, as well as all applicable federal and state laws and regulations. If you do not accept and agree to be bound by this Agreement in its entirety, you are strictly prohibited from visiting, accessing, registering with, or using the Service.

Celly Health™ reserves the right to revise or remove any part of this Agreement or the Service at any time and without prior notice. Any changes to this Agreement are effective upon posting to the platform. Your continued use after a change has been posted constitutes your acceptance of this Agreement as modified.

Section 3

Your Relationship with Celly Health™

Celly Health™ makes available to registered users certain products and services sold or offered by Celly Health™ or by third-party medical providers, pharmacies, laboratories, and other vendors via the Service. By accepting this Agreement, you acknowledge and agree that any services you receive from Medical Groups, Providers, pharmacies, or laboratories through the Service are also subject to this Agreement, and that such third parties are third-party beneficiaries of this Agreement.

Celly Health™ does not control or interfere with the practice of medicine by Medical Groups or Providers. Each Provider is solely responsible for directing the medical care and treatment they provide to you. By accepting this Agreement, you acknowledge that Celly Health™ is not a healthcare provider and that your use of the Service does not establish a physician-patient relationship with Celly Health™. You may, however, enter into a physician-patient or provider-patient relationship with one or more Medical Groups or Providers through the Service.

Section 4

Telehealth and In-Person Care Disclosure

4.1 Telehealth Services

Telehealth involves the delivery of healthcare services using electronic communications between a Provider and a patient who are not in the same physical location. While telehealth offers potential benefits including convenience and continuity of care, there are also potential risks. Telehealth is not a substitute for in-person care in all clinical circumstances.

In order to use telehealth-based components of the Service, you will be required to review and agree to an informed consent regarding the use of telehealth ("Patient Consent") provided to you via the Service. You agree that Celly Health™ is a third-party beneficiary of the Patient Consent and has the right to enforce it against you.

4.2 In-Person Care

Certain medical conditions may require an in-person procedure, specialist referral, or an encounter that cannot be appropriately addressed through telehealth. In such cases, your Provider may determine that in-person care is clinically indicated. Celly Health™ and its affiliated entities may facilitate care coordination, scheduling, or administrative support in connection with such referrals. Responsibility for the clinical encounter rests with the treating Provider and, where applicable, the treating facility.

4.3 Appropriate Use Determination

The Service is not appropriate for all medical conditions or concerns. If your Provider determines that your diagnosis or treatment cannot be appropriately addressed through the Service, you may receive notification with instructions regarding next steps, including in-person evaluation or emergency care direction.

Section 5

Financial Responsibility and Payment Acknowledgment

Celly Health™ and its affiliated Medical Groups are not enrolled with and are not participating providers in any federal or state healthcare program, including Medicare or Medicaid, for the provision of healthcare services or supplies through the Service. Neither you nor Celly Health™ or its affiliated Medical Groups may receive payment from such programs for services or products provided through the Service.

By choosing to use the Service, you are specifically choosing to obtain products and services on a cash-pay basis outside of any federal or state healthcare program, or through limited commercial insurance options as further described in any applicable Payment Acknowledgment Form. You are solely responsible for the costs of any service or product provided to you through the Service.

Section 6

Subscription Products and Services

Certain products and services available for purchase through the Service require purchase on an automatically renewing subscription basis. Your payment method will be automatically charged at regular intervals as described during the checkout process until you cancel your subscription.

Your first renewal may be charged early to prevent discontinuity in treatment. Subsequent shipments may be charged and shipped up to two (2) days early to accommodate holidays or operational continuity requirements.

You may cancel a subscription at any time by contacting support through the platform or your online account. Cancellation will take effect at the end of the current subscription period. Your subscription will automatically renew unless you cancel at least two (2) days before the applicable renewal processing date. Celly Health™ does not offer refunds for partially used subscription periods, although refunds may be provided on a case-by-case basis at Celly Health™'s sole and absolute discretion.

Section 7

Prescription Products

Certain products available through the Service require a valid prescription by a licensed healthcare Provider. You will not be able to obtain a prescription product unless you have completed a consultation with one of the Providers, the Provider has determined the prescription product is appropriate for you, and the Provider has issued a prescription.

If a Provider determines a prescription product is appropriate and issues a prescription, you will receive information about your options for filling that prescription. Certain prescriptions may be filled through contracted pharmacies using the platform, or you may fill the prescription at any pharmacy of your choice. Not all prescriptions fulfilled through contracted pharmacies use child-resistant packaging.

Section 8

Supplements and Over-the-Counter Products

Certain supplement and over-the-counter (OTC) products are available for purchase to eligible individuals through the Service. Supplements are available only to individuals 18 years of age or older and may be available in limited quantities. All purchases are subject to the refund, return, and shipping policies described herein.

Celly Health™ reserves the right to limit sales to any person, geographic region, or jurisdiction on a case-by-case basis, and to limit quantities, discontinue products, or modify pricing at any time without prior notice.

Section 9

Limited Use and Eligibility

The Service is available to individuals who: (a) are located in states in which Celly Health™ offers the Service; (b) are at least eighteen (18) years of age or the age of majority in their jurisdiction, whichever is higher; and (c) have accepted this Agreement.

By accessing or using the Service, you represent and warrant that you meet the foregoing eligibility requirements, that when using the Service to consult with a Provider via telehealth you are located in the same state as the shipping address on file with your account, that you will comply with all applicable laws, and that you will use the Service for lawful purposes only.

Section 10

Duty to Provide Accurate Information

You are responsible for providing and maintaining, at your own risk and expense, appropriate software and hardware capabilities to enable use of the Service. You are solely responsible for any fees incurred in connection with your access to the Service.

You have a duty to provide truthful, accurate, and complete information in any forms or communications submitted through the Service. Celly Health™ reserves the right to modify the access configuration, technical requirements, or other specifications of the Service at any time without prior notice.

Section 11

Privacy and Protected Health Information

Celly Health™ is committed to the confidentiality and privacy of your information. The Celly Health™ Privacy Policy governs the collection, use, and disclosure of your personal information and is incorporated by reference into this Agreement.

11.1 HIPAA Status

Celly Health™ is not a covered entity under HIPAA. One or more affiliated Medical Groups, pharmacies, or laboratories may be covered entities or business associates under HIPAA. Celly Health™ may, in certain contexts, function as a business associate, and to that extent, may be subject to applicable HIPAA obligations with respect to protected health information ("PHI").

11.2 Notice of Privacy Practices

The Medical Groups and Providers have adopted a Notice of Privacy Practices describing how they use and disclose Protected Information. By accessing or using any part of the Service, you acknowledge receipt of the Notice of Privacy Practices from your Medical Group and Provider.

Section 12

Third-Party Goods and Services

Parties other than Celly Health™, including Medical Groups, Providers, pharmacies, and laboratories, provide services or sell products through the Service. Your use of any third-party goods and services and any interactions with third parties are solely between you and such third parties. Celly Health™ shall not be responsible or liable for any loss or damage incurred as the result of your use of any third-party goods and services or your interactions with any third parties.

Section 13

Registration, Accounts, and Security

You are required to register and establish an account to access the Service. You agree to maintain accurate and current account information. Failure to do so, or provision of false or misleading information, may result in suspension or termination of your account.

You agree to notify Celly Health™ immediately of any unauthorized use of your account or any other known or suspected breach of security. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.

Section 14

Intellectual Property and Ownership

The Service and all content, information, and materials available through the Service are protected by copyright, trademark, and other applicable laws. Celly Health™ grants you a limited, non-transferable, revocable license to access and use the Service for your personal use only. All rights not expressly granted are reserved by Celly Health™.

The Celly Health™ name, logo, brand marks, and related trade names may not be used without prior written authorization. Any framework, methodology, clinical protocol, or other work product generated through the Service is proprietary intellectual property of Celly Health™ and its affiliated entities.

Section 15

License to User Submissions

Subject to any limitations on Protected Information, any information you transmit to Celly Health™ via the Service ("Submissions") will, to the extent permitted under applicable law, be treated as non-confidential. You grant Celly Health™ a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable license to use, reproduce, modify, adapt, publicly perform, and publicly display Submissions for the purposes of operating and providing the Service.

Section 16

Prohibited Use

You are prohibited from using or attempting to use the Service: (i) for any unlawful, unauthorized, fraudulent, or malicious purpose; (ii) in any manner that could damage, disable, overburden, or impair the Service or associated networks; (iii) to gain unauthorized access to any systems, data, or information; (iv) to reverse engineer, disassemble, or decompile any portion of the Service; (v) to harvest personal information of other users; or (vi) for any use other than the lawful personal purpose for which it was intended.

Section 17

Terms of Sale

All products offered for sale through the Service are subject to availability. Celly Health™ reserves the right to impose quantity limits, reject all or any part of an order, correct pricing errors, and cancel orders with refund of any amount charged.

Prices are subject to change at any time. You are responsible for any applicable taxes, duties, or governmental fees associated with your purchase. Promotional pricing, discounts, or limited-time offers are subject to change or cancellation at any time without notice.

Delivery dates or times shown during checkout are estimates only and are not guaranteed. Risk of loss or damage passes to you upon delivery of the product to the designated carrier, unless otherwise stated in writing.

Section 18

Returns, Refunds, and Shipping

18.1 Returns

Celly Health™ cannot accept returns or exchanges on products that are considered perishable, dispensed, or clinically designated. If you have concerns about a specific purchase, contact support for case-by-case evaluation.

18.2 Damaged Items

Inspect your order upon receipt and contact Celly Health™ immediately if an item appears defective, damaged, or incorrect.

18.3 Refunds

Refund claims must include your name, order number, product number, and a description of the issue. Celly Health™ reserves the right to approve or deny refund claims in its sole discretion. Approved refunds will be issued to the original payment method within fifteen (15) business days of approval.

18.4 Shipping

Products are available for purchase only to addresses within the United States. You are responsible for maintaining accurate delivery information. Shipping and handling charges apply as shown at checkout and are subject to change.

Section 19

Electronic Communications

By accessing or using the Service, or by sending emails or messages to Celly Health™, Medical Groups, or Providers, you are communicating electronically and consent to receive electronic communications. All agreements, notices, disclosures, and other communications provided electronically satisfy any legal writing requirement.

By providing your mobile number, you agree to be contacted at that number by or on behalf of Celly Health™, including via phone call or text message, for transactional communications related to the Service. Marketing text messages are subject to separate consent. You may opt out of marketing text messages at any time by replying STOP.

Section 20

Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS. ANY ACCESS TO OR USE OF THE SERVICE IS VOLUNTARY AND AT THE SOLE RISK OF THE USER. CELLY HEALTH™ AND EACH THIRD PARTY OFFERING PRODUCTS OR SERVICES THROUGH THE SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. CELLY HEALTH™ DOES NOT WARRANT THAT THE SERVICE WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, IMPERFECTIONS, CYBER ATTACK, VIRUSES, OR ANY ADVERSE INCIDENT.

Section 21

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CELLY HEALTH™ OR ITS AFFILIATED ENTITIES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, WRONGFUL DEATH, LOSS OF DATA, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE. CELLY HEALTH™ SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $1,000.

Any claims arising in connection with your use of the Service must be brought within one (1) year of the date the event giving rise to such claim occurred.

Section 22

Indemnification

You agree to defend, indemnify, and hold Celly Health™, its affiliated entities, and any third parties offering products or services through the Service harmless from and against any and all claims, proceedings, damages, settlements, judgments, liabilities, obligations, losses, costs, and expenses (including attorneys' fees) relating to or arising from your use of the Service, your fraud, violation of law, willful misconduct, or any breach of this Agreement.

Section 23

Binding Arbitration and Class Waiver

YOU AND CELLY HEALTH™ EXPRESSLY AGREE THAT ANY LEGAL CLAIM, DISPUTE, OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE, THIS AGREEMENT, CELLY HEALTH™, ITS AFFILIATED ENTITIES, MEDICAL GROUPS, PROVIDERS, PHARMACIES, OR LABORATORIES, THAT IS NOT RESOLVED THROUGH INFORMAL DISPUTE RESOLUTION AS DESCRIBED BELOW, SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE COMMERCIAL ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION ("AAA"), RATHER THAN IN COURT.

23.1 Informal Dispute Resolution

Before commencing arbitration, the parties agree to meet and confer in good faith telephonically or via videoconference within forty-five (45) days of written notice of a dispute. If the dispute is not resolved within thirty (30) days of the conference, either party may commence arbitration.

23.2 Arbitration Procedures

Arbitration will be governed by the AAA's Consumer Arbitration Rules. The arbitration shall be conducted in the state where you reside or within one hundred (100) miles of your residence, unless the parties agree otherwise. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Arbitration Agreement.

23.3 Class Action Waiver

YOU AND CELLY HEALTH™ AGREE THAT ALL DISPUTES SUBJECT TO ARBITRATION UNDER THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS.

23.4 Opt-Out

You may opt out of this Arbitration Agreement within thirty (30) days of first agreeing to any version of this Agreement that requires arbitration, by sending written notice including your name, address, and email address together with a clear statement of your intent to opt out to the Celly Health™ legal address of record.

23.5 Exceptions

Either party may seek injunctive or other equitable relief in a court of competent jurisdiction for claims arising from: (a) a violation of either party's intellectual property rights; or (b) claims related to allegations of theft, piracy, or unauthorized use. Either party may also assert individual claims in small claims court where jurisdiction applies.

Section 24

Termination

Celly Health™ may terminate your access to the Service or any of its features at any time and for any reason without notice, including for conduct that violates this Agreement, termination of agreements between Celly Health™ and Medical Groups, pharmacies, or laboratories, or discontinuation of the Service.

The provisions of this Agreement concerning security, prohibited activities, intellectual property, user submissions, disclaimers, limitation of liability, arbitration, indemnification, and jurisdictional matters shall survive any termination of this Agreement.

Section 25

Entire Agreement

This Agreement and any other agreements posted on the Service or executed between you and Celly Health™ from time to time constitute the entire agreement between Celly Health™ and you in connection with your use of the Service and supersede all prior agreements between the parties regarding such use.

Section 26

No Agency Relationship

Nothing in this Agreement, and no content, materials, or features of the Service, creates any partnership, joint venture, employment, or other agency relationship between you and Celly Health™, its affiliated entities, Medical Groups, Providers, pharmacies, or laboratories. You may not enter into any contract on behalf of or in any way bind Celly Health™ or any affiliated entity.

Section 27

Governing Law; Venue; Severability

This Agreement will be governed by the laws of the state in which the applicable Celly Health™ affiliated entity providing services to you is domiciled, without regard to conflicts of law provisions, except as otherwise required by applicable state or federal law in the jurisdiction where you are located at the time of service delivery.

All parts of this Agreement apply to the maximum extent permitted by law. If any provision of this Agreement is found unenforceable, it will be replaced with terms most closely matching the intent of the unenforceable provision to the extent permitted by law. The invalidity of part of this Agreement will not affect the validity and enforceability of remaining provisions.

Section 28

Assignment

You may not assign any of your rights under this Agreement, and any such attempt will be null and void. Celly Health™ may, at its sole discretion, assign or transfer this Agreement or any contractual rights and obligations, in whole or in part, to any affiliated entity or to a third party in connection with a merger, sale of assets, or other business transfer.

Section 29

Accessibility

Celly Health™ is committed to providing accessible, inclusive, and user-friendly service experiences for all individuals, including those with disabilities. If you experience difficulty accessing any part of the Service or need assistance, please contact Celly Health™ support.

Section 30

Contact and Notices

Notices to you from Celly Health™ regarding the Service or this Agreement may be made by email, posted notice on the Service, or regular mail, at Celly Health™'s sole discretion.

If you have questions or concerns regarding this Agreement, please contact Celly Health™ through the support contact information provided on the platform.

CONFIDENTIAL AND PRIVILEGED | This document constitutes proprietary intellectual property of Celly Health™ and affiliated entities. © 2026 Celly Health™. All rights reserved. Document No. CH-LEGAL-2026-TC01