Centner Wellness Platform — Terms & Conditions of Use

Interim notice. These Terms are being finalized in consultation with legal counsel. Certain details — including our formal legal entity name and registered mailing address — are subject to update. This version is effective as of June 1, 2026. For questions, contact privacy@centner.ai.

Operated by Centner Wellness, a Florida-based company (formal entity formation in progress) ("Company," "we," "us," or "our").¹

Last Updated / Effective Date: June 1, 2026

These Terms & Conditions of Use (these "Terms") form a legally binding agreement between you and the Company governing your access to and use of the Centner Wellness Platform, including the websites located at wellness.centner.ai and centner.ai, the Company's native mobile application(s) (including its iOS application), the AI Features, and all related products, features, content, and services (collectively, the "Services").

Questions about these Terms may be directed to privacy@centner.ai. General support is available at hello@centner.ai. The Company's registered address for legal notices is Miami, Florida, USA (full mailing address available on request).

Please Read This First — Summary of Key Terms

PLEASE READ THESE TERMS CAREFULLY. This summary is provided for your convenience only. It is not a substitute for the full Terms, is not itself a term of your agreement, and the full text below controls in the event of any conflict.

These Terms contain a binding arbitration clause and a class-action waiver (see the section titled Dispute Resolution; Binding Arbitration; Class-Action Waiver). This means that, with limited exceptions, you and the Company agree to resolve disputes through individual binding arbitration rather than in court and before a jury, and you waive the right to participate in a class or representative action. You have the right to opt out of arbitration within 30 days of first accepting these Terms, as described in those Terms. The arbitration provisions include a small-claims-court carve-out and do not waive any right that cannot be waived as a matter of law.

The Services are not a medical provider and do not provide medical advice, diagnosis, treatment, or emergency services. The Services include wellness tools and informational features. The Company is a technology provider, not a healthcare provider. Healthcare, if any, is provided by the licensed Clinics and Providers that use the Services, who are solely responsible for clinical care and clinical decisions. If you are experiencing a medical emergency, call 911 (or your local emergency number) immediately. The Services, including Telehealth and the AI Features, are not for emergencies.

The Services include artificial intelligence features. The Company's proprietary AI technology can be inaccurate, incomplete, or out of date, is informational only, is not a licensed healthcare professional, does not provide a diagnosis, and does not replace professional medical judgment. AI outputs for clinical use are intended for review by a licensed Provider (human-in-the-loop). Do not rely on AI outputs for medical decisions.

Important disclaimers, limitations of liability, and warranty disclaimers apply and are set out in bold or capitalized text below.

Some features involve recurring charges (subscriptions/memberships) that automatically renew until you cancel, and may include appointment deposits and no-show fees. You will receive clear disclosure and request your affirmative consent before you are charged, renewal reminders where required, and an easy way to cancel online.

Your privacy matters. How we handle your information is described in our Privacy Policy, our Consumer Health Data Privacy Policy, and, where applicable, the HIPAA Notice of Privacy Practices provided by your Clinic — each of which is referenced (and, where stated, incorporated) below. Accepting these Terms is not your HIPAA authorization or your consumer-health-data consent; those are obtained separately.

Acceptance, Eligibility & Accounts
Definitions
The Services & Role of the Company vs. Clinics
Medical, Wellness & No-Emergency Disclaimers
AI Features, Limitations & Consent
Telehealth Services
Privacy, Health Data, Wearables & Third-Party Services
Payments, Subscriptions, Auto-Renewal, Shop & Supplements
Acceptable Use, User Content & Intellectual Property
Warranties, Liability, Indemnity, Term, Arbitration & General

1. Acceptance, Eligibility & Accounts

Acceptance of These Terms

1.1 Agreement to Be Bound. By clicking or tapping "I Agree" (or a similar affirmation), by creating an Account, or by accessing or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by all documents incorporated by reference herein. If you do not agree to these Terms, you must not access or use the Services.

1.2 Clickwrap Acceptance; Evidence. Where the Services present these Terms together with an affirmative acceptance mechanism (for example, a checkbox or "I Agree" button), your completion of that mechanism constitutes your acceptance. The Company may record and retain the date, time, version of these Terms accepted, the IP address, and the identity associated with your acceptance, and such records shall constitute valid and binding evidence of your agreement. This acceptance mechanism governs only your assent to these Terms and does not capture any separate HIPAA authorization, Telehealth consent, AI-tool consent, or Consumer Health Data consent, each of which is obtained through its own affirmative process.

1.3 Changes to These Terms. The Company may modify these Terms from time to time. If the Company makes material changes, it will provide reasonable advance notice by a method described in the Consent to Electronic Communications and Signatures section (for example, by email, in-app notice, or by posting an updated Effective Date), except where an immediate change is required by law or to address a security risk. Changes are prospective only and do not apply retroactively to a dispute of which the Company has actual notice before the change. Your continued access to or use of the Services after the effective date of an updated version of these Terms constitutes your acceptance of the updated Terms. If you do not agree to an updated version, your sole remedy is to stop using the Services and, where applicable, cancel your Account and any Subscription. No change to these Terms applies to the Dispute Resolution section with respect to a dispute of which the Company has actual notice before the change, and any future change to that section is subject to your right to reject it as described therein.

1.4 Acceptance on Behalf of Others. If you accept these Terms on behalf of another person or an organization (for example, as a parent or legal guardian, or as authorized staff of a Clinic), you represent and warrant that you have the legal authority to bind that person or organization, and "you" refers to both you and that person or organization. If you lack such authority, you must not accept these Terms or use the Services on that person's or organization's behalf.

1.5 Scope; Relationship to Clinic Agreements. These Terms govern your use of the Services as an End User. These Terms are separate from and do not modify any agreement between the Company and a Clinic (including any master services agreement, business associate agreement, or data processing agreement), which governs the business-to-business relationship between the Company and the Clinic and is outside the scope of these Terms. Nothing in these Terms creates any obligation of a Clinic to you, or of the Company to provide healthcare. Where these Terms and a Clinic's own terms, consents, or notices to you conflict, the document that more specifically governs the feature or data at issue controls for that feature or data, subject to the Order of Precedence below.

Incorporation of Other Terms by Reference

1.6 The following documents are incorporated into and made a part of these Terms by this reference, and you agree to them as a condition of using the Services:

the Company's Privacy Policy, which describes how the Company collects, uses, and discloses information that is not otherwise governed by HIPAA;
the Company's Consumer Health Data Privacy Policy, which addresses Consumer Health Data as required by applicable consumer-health-data laws (including the Washington My Health My Data Act) and which is maintained as a separate, prominently and conspicuously linked policy;
any Acceptable Use Policy, supplemental terms, product-specific terms, order forms, or feature-specific consents the Company presents to you (including, where applicable, Telehealth Consent, AI-tool consent, wearable data-sharing consent, and subscription/auto-renewal disclosures) (collectively, "Supplemental Terms"); and
for End-User License (Mobile App) purposes, the applicable App store terms and the additional App-store-specific terms (including the Apple-specific terms) set out elsewhere in these Terms.

1.7 HIPAA Notice — Reference Only, Not Incorporated as Consent. Protected Health Information that the Company creates, receives, maintains, or transmits on behalf of a Clinic is governed by the applicable business associate agreement between the Company and that Clinic and by the HIPAA Notice of Privacy Practices that the Clinic provides to you — not by these Terms. These Terms reference those documents for your awareness but do not restate, replace, or serve as consent under them. Your acceptance of these Terms is not consent to any use or disclosure of Protected Health Information and is not the authorization or consent required under HIPAA, the California Confidentiality of Medical Information Act, the Washington My Health My Data Act, or any similar law; any such consent or authorization, where required, will be obtained separately through the applicable HIPAA, Clinic, or Supplemental Terms processes.

1.8 Order of Precedence. In the event of a conflict among these documents, the following order of precedence applies, from highest to lowest, but only with respect to the subject matter each document governs: (a) any applicable HIPAA business associate agreement and HIPAA Notice of Privacy Practices (as to Protected Health Information); (b) any mandatory or non-waivable requirement of applicable law; (c) Supplemental Terms that expressly state they control; (d) these Terms; and (e) the Privacy Policy and Consumer Health Data Privacy Policy (as to the matters they respectively govern). This ladder does not subordinate any right that applicable law prohibits from being subordinated or waived.

Eligibility

1.9 Minimum Age. The Services are intended for, and may be used only by, individuals who are at least 18 years of age. By using the Services, you represent and warrant that you are 18 or older, or that you are using the Services through a parent or legal guardian as described below.

1.10 Minors. The Company does not knowingly permit individuals under 18 to create an Account or use the Services on their own behalf. A parent or legal guardian may use the Services on behalf of a minor only if that parent or legal guardian (a) is at least 18, (b) accepts these Terms on the minor's behalf, and (c) agrees to be fully responsible for the minor's use of the Services and for all activity associated with the relevant Account. Clinical Features relating to a minor are made available only as arranged and authorized by the relevant Clinic and Provider in accordance with applicable law, including any state-specific rules governing a minor's consent to care; those rules are addressed through the Clinic's own consents and not by these Terms. If the Company learns that it has collected personal information from a child under 13 in violation of the Children's Online Privacy Protection Act (or comparable law), it will take reasonable steps to delete that information.

1.11 Prohibited Persons; Compliance with Law. You may not use the Services if you are barred from doing so under any applicable law. You represent and warrant that (a) you are not located in, under the control of, or a national or resident of any country or region subject to a U.S. Government embargo or comprehensive sanctions, or that has been designated by the U.S. Government as supporting terrorism; (b) you are not identified on any U.S. Government list of prohibited or restricted parties (including the OFAC Specially Designated Nationals and Blocked Persons List); and (c) your access to and use of the Services complies with all applicable laws, regulations, and sanctions programs.

1.12 Healthcare-Provider and Staff Users. If you access the Services as a Provider or as Clinic staff, you additionally represent and warrant that you are authorized by the relevant Clinic to do so, that you hold any license, registration, or credential required for your role and that such license, registration, or credential is current and in good standing, that you are licensed in each jurisdiction in which you deliver care through the Services (including the patient's location for Telehealth), and that your use of the Services complies with the Clinic's policies and with all applicable professional, ethical, and legal obligations. Verification and maintenance of Provider licensure is the responsibility of the Provider and the Clinic, and not the Company.

Account Registration and Security

1.13 Registration and Accurate Information. To access certain features you must register for an account (an "Account"). You agree to provide accurate, current, and complete information during registration and to keep that information accurate, current, and complete. For self-signup wellness users, a Patient record may be automatically provisioned at the time of signup; provisioning of such a record does not by itself enable Clinical Features, which remain subject to a Clinic creating or linking your Patient record and populating clinical data, as described in the definitions of Tier 1 and Tier 2.

1.14 Credentials and Security. You are responsible for safeguarding your Account credentials and for maintaining the confidentiality of your password and any authentication factors. You agree to (a) use a strong, unique password; (b) not disclose your credentials to any other person; and (c) notify the Company promptly at hello@centner.ai if you suspect any unauthorized access to or use of your Account.

1.15 One Account Per Person; No Sharing. Except where the Company expressly provides otherwise (for example, for Provider or Clinic-staff roles configured by a Clinic), you may maintain only one Account, the Account is personal to you, and you may not share, sell, transfer, or allow others to use your Account or credentials. Provider and Clinic-staff Accounts are individual and may not be shared among multiple individuals.

1.16 Responsibility for Activity. You are responsible for all activity that occurs under your Account, whether or not authorized by you, except to the extent such activity results from (a) the Company's failure to maintain reasonable security as required by applicable law, or (b) unauthorized access not attributable to your failure to comply with these security obligations, in each case after you have promptly notified the Company as required above. Nothing in this section limits any right you have under applicable law that cannot be waived.

1.17 Suspension and Termination. The Company may suspend, restrict, or terminate your Account or access to the Services as described in the section addressing termination, including where the Company reasonably believes your Account has been compromised, that you have violated these Terms, or that suspension is necessary to protect the Services, other Users, the Company, or any person's safety, or to comply with law. Suspension or termination of your Account does not affect a Clinic's separate obligations to retain or provide your medical records under applicable law.

1.18 Electronic Records and Signatures. By using the Services, you consent, under the federal Electronic Signatures in Global and National Commerce Act ("E-SIGN") and comparable state laws (including the Uniform Electronic Transactions Act as adopted in applicable states), to (a) receive these Terms, Supplemental Terms, disclosures, notices, statements, and other communications relating to the Services (collectively, "Communications") in electronic form; and (b) the use of electronic signatures, records, and acceptance mechanisms, which shall have the same legal effect as handwritten signatures and paper records.

1.19 Method of Delivery. The Company may provide Communications by posting them within the Services, by email to the address associated with your Account, by in-app or push notification, by SMS where you have provided a mobile number and separately consented to text messaging in compliance with applicable law (including the Telephone Consumer Protection Act), or by other reasonable electronic means. It is your responsibility to keep your contact information current and to maintain access to the systems described below. The Company does not transmit Protected Health Information by unsecured SMS or email except as permitted under HIPAA and the applicable Clinic processes.

1.20 Hardware and Software Requirements. To access and retain Communications, you need a device and software capable of accessing the internet, a current web browser or the App, a valid email account, and the ability to view and store documents in common electronic formats (for example, PDF and HTML). The Company will notify you of any material change to these requirements that would create a material risk that you could not access or retain Communications, and you may withdraw consent without penalty in that event.

1.21 Withdrawing Consent; Paper Copies. You may withdraw your consent to receive Communications electronically, or request a paper copy of a Communication, by contacting hello@centner.ai; the Company may charge a reasonable fee for paper copies where permitted by law. Because the Services are provided electronically, withdrawing consent to electronic Communications may mean you can no longer use some or all of the Services. Withdrawal of consent is prospective only and does not affect the legal validity of Communications provided before withdrawal takes effect. This consent does not modify, and is not a substitute for, any separate notice, authorization, or consent requirement that applies to Protected Health Information or to Telehealth, each of which is handled through the applicable HIPAA and Telehealth processes and is not satisfied by your E-SIGN consent or your acceptance of these Terms.

2. Definitions

Capitalized terms used in these Terms have the meanings set out below or where otherwise defined in these Terms. Definitions apply equally to the singular and plural forms. The terms "Protected Health Information," "Consumer Health Data," "Personal Information," and "User Content" are defined to be mutually exclusive as described below.

"Account" means the registered account through which a User accesses the Services, as further described in Section 1 (Acceptance, Eligibility & Accounts).
"AI Features" means the artificial-intelligence, machine-learning, and automated-reasoning functionality made available through the Services using the Company's proprietary AI technology, including the patient-facing wellness AI chat assistant, the provider clinical copilot, the ambient clinical scribe, AI-assisted lab-result interpretation, the voice agent / voice intake, and related features. AI Features are clinical-information and practice-management tools, not a medical device and not a substitute for professional medical judgment, are powered by the Company's proprietary, model-agnostic AI technology, and may rely on Third-Party AI/ML Service Providers as Subprocessors.
"App" means the Company's native mobile application(s) for the Services, including its iOS application, and any updates, upgrades, or successor applications.
"Clinic" or "Tenant" means a healthcare or wellness practice, clinic, provider organization, or other business that subscribes to the Services and uses the Platform on a multi-tenant basis to deliver its own services to its patients and clients (for example, Centner Wellness Brickell or PP Care USA). Each Clinic is an independent entity solely responsible for the healthcare services it provides; the Company is a technology provider to the Clinic and, with respect to Protected Health Information, acts as the Clinic's Business Associate.
"Clinical Features" or "Tier 2" means the features of the Services that are unlocked when a Clinic creates or links a Patient record, including lab results, clinical notes, provider-assigned protocols, therapy sessions, Wearable Data synchronization, and clinical AI insights.
"Communications" has the meaning given in Section 1 (Acceptance, Eligibility & Accounts).
"Company," "we," "us," "our" means Centner Wellness and its successors and permitted assigns (and, prior to entity formation, the entity or persons operating the Services as described in the entity footnote to the Title Block).
"Consumer Health Data" means personal information that is linked or reasonably linkable to a consumer and that identifies the consumer's past, present, or future physical or mental health status, as defined under applicable consumer-health-data laws (including the Washington My Health My Data Act). Consumer Health Data includes information that is not Protected Health Information under HIPAA — for example, self-entered wellness information, fitness and Wearable Data telemetry, supplement and nutrition logs, and certain app behavioral data — and excludes any information that constitutes Protected Health Information. Consumer Health Data is governed by the Privacy Policy and the Consumer Health Data Privacy Policy, not by the HIPAA documents.
"Content" means all text, data, information, software, graphics, images, audio, video, documents, materials, and other content made available through the Services, including content provided by the Company, by Clinics and Providers, by Users, and by third parties.
"End User" or "User," "you," "your" means any individual who accesses or uses the Services, including patients, prospective patients, general wellness users who self-sign-up, Providers, and Clinic staff. These Terms are directed to End Users and do not govern the Company's business-to-business relationship with Clinics.
"FDA" means the U.S. Food and Drug Administration.
"Feedback" means suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services that you provide to the Company, assigned or licensed to the Company as set out in Section 9 (Acceptable Use, User Content & Intellectual Property), excluding any PHI or third-party confidential information.
"Fulfillment Partner" means an independent third-party fulfillment and dispensing partner (for example, Fullscript) that is the seller and/or merchant of record of Shop products.
"HIPAA" means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (including by the HITECH Act).
"HIPAA NPP" means the applicable HIPAA Notice of Privacy Practices issued by a Clinic.
"Human-in-the-Loop Requirement" means the requirement that a licensed Provider independently review, evaluate, edit, and verify all AI Output before clinical reliance, record entry, patient communication, or any clinical decision.
"Informal Resolution Period" means the minimum 60-day good-faith negotiation window following receipt of a Notice of Dispute, as defined in Section 10 (Warranties, Liability, Indemnity, Term, Arbitration & General).
"MHMDA" means the Washington My Health My Data Act.
"No-Show Fees" means fees a Clinic may charge for late cancellations or missed appointments; a Clinic-owned policy.
"Notice of Dispute" means the required written notice described in Section 10 (Warranties, Liability, Indemnity, Term, Arbitration & General) that a party must send before commencing arbitration or a small-claims action.
"Patient" means a User for whom a Clinic has created or linked a Patient record in the Platform. Availability of Clinical Features depends on a Clinic creating or linking a Patient record and the presence of associated clinical data, and not on the mere automatic provisioning of a Patient record at self-signup.
"Payment Processor" means the third-party payment processor, currently Stripe, Inc., that processes payments through the Services.
"Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, as defined under applicable privacy laws, excluding Protected Health Information to the extent it is governed by the HIPAA documents.
"PHI" or "Protected Health Information" means "protected health information" as defined under HIPAA that the Company creates, receives, maintains, or transmits on behalf of a Clinic in its role as the Clinic's Business Associate. Protected Health Information is governed by the applicable Business Associate Agreement and HIPAA NPP, not by these Terms, and is excluded from the definitions of Consumer Health Data, Personal Information, and User Content.
"Platform" means the Company's multi-tenant software-as-a-service platform underlying the Services — the Centner Wellness Platform, a cloud-hosted healthcare and wellness web and iOS application — including the websites at wellness.centner.ai and centner.ai (the "Sites"), the App, content, tools, AI Features, messaging and Telehealth functionality, and supporting infrastructure.
"Privacy Policy" means the Company's Privacy Policy, incorporated into these Terms by reference, describing how the Company collects, uses, and discloses information not otherwise governed by HIPAA.
"Proprietary AI Technology" means the Company's proprietary, model-agnostic AI/ML technology powering the AI Features. No specific vendor is named, consistent with these Terms.
"Provider" means a licensed healthcare professional, or other clinical or wellness practitioner, who is affiliated with a Clinic and who accesses the Services in that professional capacity. Providers are not employed, supervised, or controlled by the Company, and the Company does not provide healthcare or practice medicine.
"Services" means, collectively, the Platform, the Sites at wellness.centner.ai and centner.ai, the App, the AI Features, and all related products, features, and Content made available by the Company, across Tier 1 / Wellness and Tier 2 / Clinical accounts.
"Shop" means the Platform storefront for dietary supplements, wellness products, and related items, fulfilled by Fulfillment Partners, as described in Section 8 (Payments, Subscriptions, Auto-Renewal, Shop & Supplements).
"Sites" means the websites at wellness.centner.ai and centner.ai.
"Subprocessor" means a third party engaged by the Company to process information or provide functionality in connection with the Services, including Third-Party AI/ML Service Providers, the Payment Processor, the Fulfillment Partner, the wearable-integration partner, the Third-Party Video Communications Provider, cloud hosting providers, and other service providers, each of which may have its own terms.
"Subscription" means any recurring, automatically renewing paid plan, membership, or other recurring-term offering made available through the Services, as further described in Section 8 (Payments, Subscriptions, Auto-Renewal, Shop & Supplements).
"Supplemental Terms" has the meaning given in Section 1 (Acceptance, Eligibility & Accounts).
"Taxes" means sales, use, excise, value-added, or other applicable taxes, duties, or governmental charges, excluding taxes based on the Company's net income.
"Telehealth" or "Telehealth Visit" means the provision of healthcare services by a Clinic Provider to a Patient through real-time, two-way audio and video communications technology (or audio-only where clinically appropriate and permitted by applicable law) made available through or in connection with the Services, using a Third-Party Video Communications Provider. Telehealth is provided by the Clinic and Clinic Provider, not by the Company, and is not for emergencies.
"Third-Party AI/ML Service Providers" means third-party providers of artificial-intelligence or machine-learning models, infrastructure, or services that the Company may use, as Subprocessors, to operate the AI Features. The Company's AI technology is model-agnostic and proprietary, and the Company does not represent that any particular third-party model or vendor is used; no specific vendor is named.
"Third-Party Services" means third-party products and services the Services interoperate with, link to, or are delivered in part through, including the Third-Party Video Communications Provider, the Payment Processor (Stripe), the wearable-integration partner (Terra) and connected device makers (e.g., Oura, Garmin, Fitbit, Whoop), the Fulfillment Partner (Fullscript), and Third-Party AI/ML Service Providers.
"Third-Party Video Communications Provider" means the third-party vendor supplying the video/audio communications infrastructure used to facilitate Telehealth Visits; it operates under its own terms and privacy practices and is intentionally not named in these customer-facing Terms.
"Tier 1" or "Wellness Features" means the features of the Services available to a User on the basis of the User's authenticated Account, without the need for a linked Patient record, including the wellness AI chat assistant, supplement/goal/nutrition/fitness tracking, wellness onboarding, appointment booking, the Shop, the services view, and Provider messaging.
"User Content" means any Content — including data, text, images, audio, video, documents, messages, supplement and goal logs, nutrition and fitness entries, intake responses, self-entered wellness and health information, inputs to the AI Features, and Feedback — that a User submits, uploads, posts, transmits, generates, or stores through the Services, but excluding clinical records authored by a Provider and excluding Protected Health Information governed by the HIPAA documents.
"User Data" has the meaning given in Section 7 (Privacy, Health Data, Wearables & Third-Party Services) and includes the content and data a User submits, uploads, generates, or transmits through the Services, including Wearable Data and voice inputs.
"Wearable" means a third-party wearable device, sensor, or health/fitness account (for example, devices and accounts from makers such as Oura, Garmin, Fitbit, or Whoop) connected via the wearable-integration partner (Terra).
"Wearable Data" means the health, fitness, biometric, and activity data that a User authorizes the Company to retrieve from a connected Wearable through the wearable-integration partner; it is informational and for general wellness purposes only.

3. The Services & Role of the Company vs. Clinics

3.1 Overview of the Platform

3.1 The "Centner Wellness Platform" (the "Platform") is a cloud-hosted software application, accessible through our websites at wellness.centner.ai and centner.ai (the "Sites") and through our native mobile application for iOS (the "App," and together with the Sites and the Platform, the "Services"). The Services are operated by Centner Wellness ("Company," "we," "us," or "our").²

3.2 The Platform is a technology service. It provides software tools that (a) help you track and manage general-wellness information; (b) provide informational, general-wellness content and features assisted by the Company's proprietary artificial-intelligence technology (collectively, "AI Features"); and (c) connect you with participating healthcare practices and their licensed clinicians (each a "Clinic" and, collectively with their personnel, "Providers") that independently deliver healthcare and wellness services to you. The flagship and first participating Clinic is Centner Wellness Brickell (Miami, Florida). The Platform is a multi-tenant software-as-a-service offering, meaning multiple independent Clinics use the same underlying technology to serve their own clients and patients (for example, PP Care USA, a separate postpartum telehealth Clinic).

3.3 These Terms govern your use of the Services as an end user — that is, as a patient, prospective patient, general-wellness user, Provider, or Clinic staff member who accesses the App or the Sites (each, an "End User" or "you"). These Terms do not govern the separate written agreements between the Company and each Clinic (including any master services agreement, business associate agreement, and data processing addendum) (collectively, the "Clinic Agreement"), which are addressed in those agreements and are outside the scope of these Terms.

3.4 Provider and Clinic-staff End Users; order of precedence. If you access the Services as a Provider or Clinic staff member, your access is also governed by the applicable Clinic Agreement between the Company and your Clinic. In the event of any conflict or inconsistency between these Terms and the Clinic Agreement with respect to your use of the Services in that capacity, the Clinic Agreement controls solely as to such Provider or Clinic-staff use. These Terms continue to govern your use of the Services in any individual or consumer capacity.

3.5 Not for emergencies. The Services — including the AI Features, messaging, telehealth, and scheduling — are not designed for and must not be used for medical emergencies. If you are experiencing a medical or mental-health emergency, call 911 (or your local emergency number) or go to the nearest emergency room immediately. Do not use the Services to request emergency care or to communicate time-sensitive or urgent clinical information.

3.2 The Company Is a Technology Provider, Not a Healthcare Provider

The Company provides technology. The Company does not practice medicine, nursing, or any other licensed healthcare profession, and does not provide medical, clinical, diagnostic, or therapeutic services of any kind. Specifically, and notwithstanding anything else in these Terms:

3.1 No practice of medicine. The Company is a software and technology company. It does not diagnose, treat, cure, or prevent any disease or condition; does not prescribe, dispense, or administer any medication, supplement, therapy, or treatment; and does not render professional medical, clinical, mental-health, nutritional, or other licensed advice. No content, output, feature, or AI Feature made available through the Services is medical advice, a medical diagnosis, a treatment recommendation, or a substitute for the professional judgment of a licensed Provider.

3.2 No employment of Providers. Providers and Clinic staff are not employees, agents, partners, joint venturers, or representatives of the Company, and nothing in the Services creates such a relationship. Each Clinic is an independent third party. Providers practice through, and under the sole authority of, their respective Clinics. The Company does not control, supervise, direct, or interfere with the professional judgment, clinical practice, or treatment decisions of any Clinic or Provider.

3.3 Clinics and Providers are solely responsible for care. The licensed Clinics and Providers — not the Company — are solely and exclusively responsible for: all clinical care, diagnosis, treatment, and clinical decision-making; the appropriateness, quality, safety, and outcomes of any healthcare or wellness service they provide; maintaining all required professional licenses, registrations, credentials, certifications, and malpractice or professional-liability coverage; verifying that they are licensed and authorized to provide services to you in your jurisdiction (including, for telehealth, the state or jurisdiction in which you are located at the time of service); complying with all applicable laws governing the practice of their profession; obtaining any required informed consent; and creating, maintaining, and retaining the medical record and any clinical documentation.

3.4 No provider-patient relationship with the Company. Using the Services does not, by itself, create any physician-patient, provider-patient, therapist-patient, or other professional treatment relationship between you and the Company. Any provider-patient relationship is formed solely between you and a Clinic or Provider, on terms the Clinic or Provider establishes with you directly.

3.5 No responsibility for Clinic or Provider acts. Subject to applicable law and to the limitations, exclusions, and carve-outs set out in the [Warranty Disclaimers and Limitation of Liability] section (including the carve-outs preserving any non-waivable rights and any liability for gross negligence, willful misconduct, fraud, or personal injury that cannot be disclaimed under applicable law), the Company is not responsible or liable for the acts, omissions, errors, clinical judgment, advice, treatment, conduct, statements, billing practices, or any healthcare or wellness services of any Clinic, Provider, or Clinic staff member, or for any harm arising from them. Any dispute regarding clinical care is between you and the applicable Clinic or Provider. The Company does not endorse, recommend, or guarantee any Clinic, Provider, treatment, protocol, product, or service made available through the Services, and the inclusion of any Clinic or Provider on the Platform is not a referral, recommendation, or warranty of their qualifications or the quality of their care.

3.6 AI Features are informational and provider-supervised. The AI Features are informational tools only. The patient-facing AI wellness chat assistant is a general-wellness assistant; it is not a licensed healthcare professional, does not provide medical advice, and does not establish a provider-patient relationship. AI-assisted clinical tools made available to Providers (including any clinical copilot, ambient documentation/scribe, and lab-result interpretation features) are designed to support — and not to replace — the independent professional judgment of a licensed Provider, who reviews and is responsible for any clinical output before it is relied upon. Additional terms, disclosures, and consents governing the AI Features — including representations that the AI Features do not imply licensure of any human health professional — are set out in the [AI Features] section, which is incorporated by reference.

3.3 HIPAA Role: Business Associate

3.1 To the extent a Clinic is a "covered entity" under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended ("HIPAA"), and the Company creates, receives, maintains, or transmits "protected health information" ("PHI") on that Clinic's behalf, the Company acts as a HIPAA "business associate" of the Clinic, and not as a covered entity or healthcare provider. The Company's handling of PHI in that role is governed by HIPAA and by the business associate agreement between the Company and the applicable Clinic — not by these Terms.

3.2 PHI that the Company creates or receives as a business associate is governed by the applicable business associate agreement and by the relevant Clinic's HIPAA Notice of Privacy Practices, not by these Terms and not by our consumer Privacy Policy. Information that is not PHI — including, where applicable, self-entered wellness data, fitness and wearable telemetry, supplement and nutrition logs, account information, and app-usage data ("Consumer Health Data" and other non-PHI account data) — is handled as described in our Privacy Policy and, where applicable, our separate Consumer Health Data Privacy Policy. Please review the [Privacy Policy], the applicable Clinic's [HIPAA Notice of Privacy Practices], and the [Consumer Health Data Privacy Policy] for details on how each category of information is handled. These Terms do not restate or modify those notices, and in the event of any conflict between these Terms and a HIPAA Notice of Privacy Practices or business associate agreement with respect to PHI, that notice or agreement controls.

3.4 Two-Tier Account Model

The Services are organized into two tiers of features. The features available to you depend on your account type and on whether a Clinic has created or linked a clinical patient record for you.

3.1 Tier 1 — Wellness/Client Features. Tier 1 features are general-wellness tools available based on your registered account. They include, depending on availability: the AI wellness chat assistant; supplement, goal, nutrition, and fitness tracking; wellness onboarding; appointment booking; the supplement shop; the services directory; and messaging with Providers. Tier 1 features are general-wellness and informational in nature and are not medical care, medical advice, diagnosis, or treatment, and are not a substitute for professional healthcare or for consultation with a licensed Provider.

3.2 Tier 2 — Clinical Features. Tier 2 features become available only after a Clinic creates or links a clinical patient record for you. They may include, depending on availability and on what the Clinic chooses to enable: lab results, clinical notes, Provider-assigned protocols, therapy sessions, wearable data synchronization, and clinical AI-assisted insights. Tier 2 features support the relationship between you and your Clinic and Providers; they are made available through, and under the responsibility of, your Clinic, and their availability is controlled by your Clinic. Clinical AI-assisted insights are informational and are subject to licensed-Provider review as described in Section 3.2; they are not a diagnosis.

3.3 Auto-provisioning does not create a relationship or clinical data. For convenience, a clinical patient record may be automatically provisioned for self-signup users at registration. The existence of such a record does not, by itself, mean that any Clinic or Provider has accepted you as a patient, that any provider-patient or treatment relationship has been formed, that any Clinic owes you any duty of care, or that any clinical data exists. Tier 2 clinical features and content depend on a Clinic and its Providers actually engaging with you and populating the relevant records, and the Company does not guarantee that any Clinic will do so.

3.5 Multi-Tenant Architecture

The Platform is multi-tenant: each Clinic operates within its own logically separated environment ("tenant"), and the Company uses technical and organizational measures — including tenant-level access controls and database row-level security — designed to keep each tenant's data logically isolated from other tenants. The Company also employs measures designed to protect data, including encryption of data in transit and at rest. No method of transmission or storage is completely secure, and the Company does not and cannot guarantee absolute security or that its measures will never be circumvented. Your account and data are associated with the Clinic or tenant through which you access the Services. Different Clinics may offer different features, products, services, pricing, and content, and may impose their own additional terms, policies, and consents. The Company is not responsible for a Clinic's own terms, policies, products, services, pricing, or content.

3.6 Availability; Modifications; Beta and Preview Features

3.1 Availability. We strive to keep the Services available but do not guarantee uninterrupted, error-free, or secure access. The Services may be unavailable from time to time due to maintenance, updates, technical issues, third-party service interruptions, or events beyond our reasonable control.

3.2 Modifications and discontinuation. We may, at any time and in our sole discretion, add, change, suspend, limit, or discontinue any feature or component of the Services, in whole or in part, with or without notice, except where advance notice is required by applicable law or by a separate agreement. We are not liable to you for any modification, suspension, limitation, or discontinuation of any feature, subject to your rights with respect to any paid subscription as described in the [Subscriptions and Auto-Renewal] section and to applicable law. Where a feature supports a Clinic's clinical workflow, the relevant Clinic remains responsible for your care regardless of any change to the Services.

3.3 Beta and preview features. We may offer features identified as "beta," "preview," "early access," "experimental," or similar (collectively, "Beta Features"). Beta Features are provided "AS IS" and "AS AVAILABLE," may be incomplete or unstable, may change or be withdrawn at any time, and are excluded from any service-level commitment and, to the maximum extent permitted by law, from any warranty. You use Beta Features at your own risk. You should not rely on a Beta Feature for any clinical, medical, financial, or other important decision. Nothing in this Section limits any right that cannot be waived or excluded under applicable law.

3.7 Mobile and iOS App; Updates

3.1 App license. Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download and use the App on a mobile device that you own or control, solely for your personal, non-commercial use of the Services (or, for Providers and Clinic staff, for authorized use in connection with your Clinic). This license is further subject to, and the App's end-user license terms and the app-store-required minimum terms (including any provisions designating Apple Inc. as a third-party beneficiary) are set out in, the [Mobile App and App Store Terms] section. In the event of any conflict between this Section and the [Mobile App and App Store Terms] section as to the App license, the [Mobile App and App Store Terms] section controls.

3.2 Updates. We may issue updates, upgrades, patches, bug fixes, and new versions of the App from time to time. Updates may be required for continued use, and the Services or the App may not function properly, or at all, on outdated versions or unsupported devices or operating systems. Depending on your device settings, updates may be downloaded and installed automatically. Your use of the App is also subject to the terms, policies, and requirements of the applicable app store and device platform, and to any third-party terms that apply to components of the Services (for example, telehealth video communications, wearable-data integration, and payment processing), as further described in these Terms.

3.3 Connectivity and device requirements. You are responsible for obtaining and maintaining the equipment, devices, operating systems, software, and internet or data connectivity needed to access the Services, and for any associated carrier or data charges. The Company is not responsible for limitations or failures of your device, network, or third-party software.

4. Medical, Wellness & No-Emergency Disclaimers

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS IMPORTANT SAFETY INFORMATION AND LIMITATIONS ON THE NATURE OF THE PLATFORM AND ITS AI FEATURES. BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THE DISCLAIMERS IN THIS SECTION. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.

The disclaimers in this Section apply to all access to and use of the Centner Wellness Platform (the "Platform"), including its websites (including wellness.centner.ai and centner.ai), native mobile applications, content, wellness tracking and tools, AI Features (as defined below), messaging, telehealth functionality, and any other information or services made available by or through the Platform (collectively, the "Services"), regardless of which account tier (Tier 1 / Wellness or Tier 2 / Clinical) you use. Capitalized terms used but not defined in this Section have the meanings given to them elsewhere in these Terms.³

4.1 Relationship Between the Company, the Clinics, and You

The Company provides technology — practice-management and clinical-information software — to the licensed healthcare practices, clinics, and providers that use the Platform (each a "Clinic" and, collectively, "Clinics"; the licensed clinicians, practitioners, and staff acting for a Clinic, each a "Provider"). The Company is not a healthcare provider, medical practice, pharmacy, laboratory, manufacturer, telehealth provider, or licensed clinician, and does not practice medicine, nursing, dietetics, nutrition counseling, psychology, psychotherapy, or any other licensed profession, in any jurisdiction.

Where the Platform makes clinical features available (Tier 2 / Clinical), the licensed healthcare services accessed through those features are provided by the applicable Clinic and its Providers, who are solely responsible for the medical care, clinical judgment, diagnosis, treatment, prescriptions, supervision, and advice they deliver, and for compliance with all professional-licensing, scope-of-practice, and standard-of-care obligations. Nothing in the Platform or these Terms creates any provider-patient, physician-patient, therapist-patient, pharmacist-patient, or other professional or fiduciary relationship between you and the Company. Your professional relationship, if any, is with the Clinic and its Providers, not with the Company.

With respect to protected health information, the Company acts as a HIPAA Business Associate to the Clinics (which are the Covered Entities); the Company's handling of such information is governed by the applicable business associate agreement between the Company and each Clinic and by the Privacy Policy and HIPAA Notice of Privacy Practices referenced in these Terms. The Company is not your Covered Entity and does not direct or control the Clinic's clinical operations. The business associate agreement, master services agreement, and any data processing addendum between the Company and a Clinic are separate from, and are not modified by, these Terms.

4.2 General Information Only — Not Medical Advice

THE PLATFORM, AND ESPECIALLY ITS WELLNESS CONTENT, EDUCATIONAL MATERIALS, TRACKING TOOLS, SCORES, INSIGHTS, AND AI FEATURES, PROVIDE GENERAL INFORMATION AND GENERAL-WELLNESS SUPPORT ONLY. THEY ARE NOT MEDICAL ADVICE, MEDICAL OPINION, DIAGNOSIS, OR TREATMENT, AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL CARE, EVALUATION, OR JUDGMENT BY A QUALIFIED HEALTHCARE PROFESSIONAL.

The Platform is intended to support general wellness and a healthy lifestyle and is not intended to diagnose, treat, cure, mitigate, or prevent any disease, illness, or medical condition. The Platform is not a medical device, and the Company does not intend for the Platform or any AI Feature to be used as a medical device.

Content and outputs made available through the Platform — including any wellness recommendations, suggestions, protocols, scores, trends, alerts, nudges, summaries, or AI-generated information — are general in nature, may not apply to your individual circumstances, may not reflect the most current medical or scientific knowledge, and are not tailored medical advice. You should not use the Platform as the sole basis for, or as a replacement for, decisions about your health.

Always seek the advice of a qualified physician or other licensed healthcare professional with any questions you may have regarding a medical condition, symptom, medication, supplement, treatment, protocol, or your health generally. Never disregard, avoid, or delay obtaining professional medical advice because of something you have read, received, or accessed on or through the Platform.

4.3 No Reliance; Your Responsibility for Health Decisions

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF, AND RELIANCE ON, ANY INFORMATION, CONTENT, TOOLS, OR AI OUTPUTS MADE AVAILABLE THROUGH THE PLATFORM IS AT YOUR OWN RISK. You are solely responsible for any decisions or actions you take, or do not take, in connection with your health, and for evaluating, with the assistance of a qualified healthcare professional, the accuracy, completeness, appropriateness, and usefulness of any information or output before relying on it.

The Company does not recommend or endorse any specific test, product, procedure, supplement, opinion, protocol, Clinic, Provider, or other information that may be mentioned on or accessible through the Platform. Any reliance you place on such material is strictly at your own risk.

4.4 AI Features Are Informational Tools — Not a Clinician

The Platform includes features powered by the Company's proprietary, model-agnostic artificial-intelligence technology (the "AI Features"), which may include, depending on your account and the configuration enabled by your Clinic: a patient-facing wellness AI chat assistant; a voice agent and voice-based intake; AI-assisted interpretation of lab and biometric information; a provider-facing clinical copilot; and an ambient clinical documentation assistant (e.g., draft visit-note generation). The AI Features may rely on third-party AI/ML service providers and other third-party processors, which are disclosed and governed in the Privacy Policy referenced in these Terms.

You acknowledge and agree that, with respect to all AI Features:

The AI Features are software, not a person and not a licensed professional. The AI Features are not a doctor, physician, nurse, therapist, dietitian, nutritionist, pharmacist, or any other licensed or credentialed healthcare professional, are not certified or licensed by any board or authority, and are not licensed to, and do not, practice medicine or any other regulated profession. No output of any AI Feature is, or should be understood as, the advice, opinion, or care of a licensed healthcare professional. The AI Features do not, and will not, represent themselves as a licensed or certified health professional. Any name, persona, avatar, voice, or descriptive label associated with an AI Feature is provided for usability only, does not imply that the feature is a licensed clinician or is delivering licensed health care, and does not indicate that the feature is, or is supervised in real time by, a licensed clinician.
The patient-facing wellness AI chat assistant and voice agent are general-wellness tools, not medical providers. They provide general information and wellness support only, do not diagnose or treat any condition, do not establish any provider-patient relationship, and are not a substitute for consultation with a qualified healthcare professional.
Provider-facing clinical AI Features are decision-support and information tools that require human review. The clinical copilot, ambient documentation assistant, and AI-assisted lab interpretation are designed to support, not replace, the independent professional judgment of a licensed Provider. They do not make autonomous clinical decisions and are not intended to replace or override the Provider's judgment. Any draft note, summary, interpretation, suggestion, or other clinical output must be independently reviewed, verified, and, where appropriate, edited or rejected by a licensed Provider before it is relied upon, entered into a medical record, or used to inform care. The licensed Provider retains sole and final responsibility for all clinical decisions and for the care delivered to a patient. The AI Features are designed to enable a Provider to independently review the basis for any clinical recommendation — including, where reasonably practicable, the inputs, reasoning, and information sources underlying the output — so that the Provider does not rely primarily on the output itself.
AI-assisted lab and biometric interpretation is informational, not diagnostic. Any AI-generated interpretation, flag, range, trend, or commentary regarding laboratory results, wearable data, or other biometric information is provided for general informational purposes only, is not a diagnosis, and must be reviewed and confirmed by a qualified healthcare professional. Laboratory testing and the clinical interpretation of results are the responsibility of the ordering Provider and the performing laboratory, not the Company.
AI output may be inaccurate, incomplete, or wrong. AI outputs are generated by probabilistic systems that can produce information that is inaccurate, incomplete, outdated, biased, internally inconsistent, or fabricated (so-called "hallucinations"), and that may appear authoritative even when it is not. To the maximum extent permitted by applicable law, the Company does not warrant or guarantee the accuracy, reliability, completeness, timeliness, or fitness for any particular purpose of any AI output. AI outputs are not guaranteed and must be independently verified by you and, as applicable, a qualified healthcare professional before being relied upon.
No validated, comparative, or regulatory claims. Except as expressly and specifically stated in writing by the Company, the Company makes no representation that any AI Feature is clinically validated, is as accurate as or superior to a human professional, meets any particular performance benchmark or accuracy level, or is cleared, approved, authorized, or otherwise regulated by the U.S. Food and Drug Administration or any other regulatory authority. The AI Features are intended to function as non-device clinical decision support (consistent with the criteria of Section 520(o)(1)(E) of the Federal Food, Drug, and Cosmetic Act) and as general-wellness and practice-management software, and are not intended to acquire, process, or analyze a medical image, an in-vitro diagnostic signal, or a physiological signal pattern for diagnostic purposes, or to drive time-sensitive or emergency clinical decision-making. The Company does not make, and you should not infer, any claim that the Platform or any AI Feature has been demonstrated to produce any particular health or clinical result.

4.5 Telehealth

Where a Clinic enables telehealth (video or audio) functionality, those telehealth services are provided by the Clinic and its Providers, not by the Company, and are delivered using a third-party video communications provider with its own terms. The Company does not control, and is not responsible for, the licensure, credentials, availability, or clinical conduct of any Provider, or for whether a Provider is licensed in your state or jurisdiction. You are responsible for providing accurate information about your location at the time of each telehealth session. Telehealth is subject to technological limitations (including connectivity, audio/video quality, and device compatibility) and may not be appropriate for every condition. Telehealth is not for emergencies — see Section 4.8. Your use of telehealth is additionally governed by a separate telehealth informed-consent process and any telehealth-specific section of these Terms; in the event of any conflict, that telehealth informed consent controls as to the matters it addresses. Nothing in this Section duplicates or supersedes that consent.

4.6 Integrative Medicine, Longevity Protocols, and Individual Results

The Clinics that use the Platform may offer integrative-medicine services, longevity and wellness protocols, supplement regimens, and similar offerings. You acknowledge and agree that:

The availability, description, tracking, or facilitation of any such service, protocol, regimen, or product on or through the Platform is not a recommendation or endorsement by the Company and is not a representation by the Company that it is safe, effective, or appropriate for you.
Health and wellness outcomes are inherently uncertain, individual results vary, and no specific result is promised or guaranteed. Outcomes depend on numerous factors outside the Company's control or knowledge, including your individual health status, history, genetics, adherence, and conduct. The Company does not guarantee or warrant any specific health, wellness, longevity, performance, weight, biomarker, diagnostic, or therapeutic outcome from use of the Platform or from any service, protocol, regimen, or product accessed or tracked through it.
The appropriateness of any integrative-medicine service, longevity protocol, or supplement regimen for you is a medical decision to be made by you together with a qualified healthcare professional who has evaluated your individual circumstances.

4.7 Dietary Supplements

Where the Platform references, tracks, recommends through a Provider, or facilitates the purchase of dietary supplements, you acknowledge that such supplements are manufactured, sold, distributed, and/or fulfilled by third parties (including the Company's third-party fulfillment partner) and not by the Company, that the Company is not the manufacturer or seller of record of any supplement, and that the following statement applies:

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.

You should consult a qualified healthcare professional before beginning, changing, or discontinuing any supplement, particularly if you are pregnant, may become pregnant, or are nursing, have a medical condition, are scheduled for surgery, or take any medication. Dietary supplements may interact with medications or other supplements, may cause adverse reactions, or may be contraindicated for certain individuals. Product warranties, ingredient and allergen information, and product-liability matters are the responsibility of the applicable manufacturer, seller of record, and/or fulfillment partner, as further addressed in the commerce/payments provisions of these Terms.

4.8 NOT FOR EMERGENCIES — Call 911

THE PLATFORM, INCLUDING ITS AI FEATURES, MESSAGING, AND TELEHEALTH FUNCTIONALITY, IS NOT DESIGNED OR INTENDED FOR EMERGENCIES, AND IS NOT MONITORED FOR EMERGENCIES, URGENT MEDICAL NEEDS, OR CRISES ON A REAL-TIME, AROUND-THE-CLOCK, OR GUARANTEED-RESPONSE BASIS. DO NOT USE THE PLATFORM FOR ANY MEDICAL OR MENTAL-HEALTH EMERGENCY OR ANY SITUATION REQUIRING IMMEDIATE OR URGENT ATTENTION.

Messages sent through the Platform — including provider messaging, AI chat, and voice features — may not be read or responded to immediately, and there is no guarantee that any message will be seen, read, or acted upon within any particular time, or at all. Any response times or availability that a Clinic separately commits to are the responsibility of that Clinic, not the Company.

IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, OR BELIEVE YOU MAY BE, CALL 911 (OR YOUR LOCAL EMERGENCY NUMBER) IMMEDIATELY, OR GO TO THE NEAREST EMERGENCY ROOM. Examples of emergencies include, without limitation, chest pain, difficulty breathing, severe bleeding, signs of stroke, loss of consciousness, severe allergic reaction, or any other condition that may pose an immediate risk to life or health.

IF YOU ARE EXPERIENCING A MENTAL-HEALTH CRISIS, SUICIDAL THOUGHTS, THOUGHTS OF HARMING YOURSELF OR OTHERS, OR ARE OTHERWISE IN EMOTIONAL DISTRESS, DO NOT USE THE PLATFORM FOR ASSISTANCE. Instead, in the United States, call or text the 988 Suicide & Crisis Lifeline (dial or text 988), call 911, or go to the nearest emergency room. You may also contact the Crisis Text Line by texting HOME to 741741. If you are located outside the United States, contact your local emergency number and local crisis resources. The AI Features and messaging are not crisis-intervention services, are not staffed by crisis counselors, and must not be relied upon in any crisis or emergency.

By using the Platform, you agree that you will not rely on the Platform, the AI Features, or any messaging or telehealth feature for emergency, urgent, time-sensitive, or crisis care, and that the Company has no obligation to monitor for, identify, escalate, or respond to any emergency, urgent need, or crisis communicated through the Platform.

4.9 No Guarantee of Health Outcomes; Effect of Disclaimers

The Company does not guarantee or warrant any particular health, medical, wellness, or other outcome from your use of the Platform. The disclaimers in this Section are in addition to, and do not limit, the "as-is," warranty-disclaimer, and limitation-of-liability provisions elsewhere in these Terms, and apply to the maximum extent permitted by applicable law. Nothing in this Section is intended to, and nothing in this Section shall, disclaim, limit, or exclude any liability or right that cannot lawfully be disclaimed, limited, or excluded under applicable law — including liability for death or personal injury caused by negligence or gross negligence, for fraud or fraudulent misrepresentation, or for willful misconduct, and including any non-waivable consumer-protection, patient-safety, or statutory right. If any provision of this Section is held unenforceable, it shall be enforced to the maximum extent permitted and the remainder of this Section and these Terms shall remain in full force and effect.

This Section governs Your access to and use of the artificial-intelligence and machine-learning features made available through the Centner Wellness Platform (the "Platform") (such features, the "AI Features"). The AI Features are powered by the Company's proprietary artificial-intelligence and machine-learning technology (the "Proprietary AI Technology") and, where applicable, by one or more third-party artificial-intelligence or machine-learning service providers that process data on the Company's behalf (each, a "Third-Party AI/ML Service Provider") operating under the safeguards described below. By accessing or using any AI Feature, You acknowledge that You have read, understood, and agree to this Section. This Section supplements, and does not replace, the other provisions of these Terms (including the warranty disclaimers, limitation of liability, and dispute-resolution provisions), the Privacy Policy, the HIPAA Notice of Privacy Practices ("HIPAA NPP"), and any feature-specific consent You provide in-product. Capitalized terms used but not defined in this Section have the meanings given elsewhere in these Terms.

5.1 Description of the AI Features

The Platform makes available one or more AI Features that generate text, summaries, suggestions, transcriptions, structured data, or other outputs ("AI Output") in response to information You or other authorized users provide or that the Platform processes on Your behalf ("AI Inputs"). The AI Features include the following, each of which is described by its intended use:

Wellness AI Chat Assistant (patient/consumer-facing). A conversational, general-wellness assistant available to Tier 1 (wellness/client) and Tier 2 (clinical) users. The Wellness AI Chat Assistant is a wellness and informational tool only. It is not a physician, nurse, therapist, pharmacist, dietitian, or any other licensed or certified healthcare professional; it is not a "medical provider"; and it is not licensed, certified, or authorized to provide healthcare in any jurisdiction. Its purpose is to support a healthy lifestyle and general wellness and to help You navigate the Platform. It does not provide medical advice, diagnosis, treatment, prescriptions, or clinical assessments, and using it does not create a physician-patient, provider-patient, therapist-patient, or any other professional or fiduciary relationship between You and the Company. Notwithstanding any name, voice, persona, avatar, tone, or interface element, the Wellness AI Chat Assistant does not, and is not intended to, state, represent, or imply that any response, communication, or care is provided by, or originates from, a licensed or certified healthcare professional.
Provider Clinical Copilot and Ambient Clinical Scribe (provider/staff-facing). Tools available to licensed providers and authorized clinic staff that may, among other things, draft or suggest clinical documentation (including draft SOAP notes), surface reference information, and summarize records. These tools are clinical-information and decision-support tools only. All AI Output from these tools is provisional and unverified and is provided to support, not replace, the independent professional judgment of a licensed provider. A licensed provider must independently review, evaluate, edit, and verify all such AI Output before it is relied upon, entered into a medical record, communicated to a patient, or used in connection with any clinical decision (the "Human-in-the-Loop Requirement"). The licensed provider retains sole and final responsibility for all clinical decisions, documentation, diagnoses, and treatment. The Company does not practice medicine, does not provide healthcare services, and is not responsible for the clinical judgment or conduct of any provider or clinic. Certain provider- and clinic-facing obligations relating to these tools are also or instead governed by the separate written agreement between the Company and the applicable clinic (tenant) (the "Clinic Agreement," including any associated Master Services Agreement, Business Associate Agreement, and Data Processing Addendum); in the event of a conflict as to provider/clinic obligations, the Clinic Agreement controls.
AI Lab-Result Interpretation. Where offered, the AI Features may generate plain-language explanations, summaries, contextual information, or potential considerations relating to laboratory results. This functionality is informational and educational only. It is not a diagnosis, a clinical interpretation, a treatment recommendation, or a determination that any value is "normal," "abnormal," or otherwise clinically significant, and it must not be relied upon for any medical decision. Laboratory results should be interpreted by a qualified licensed healthcare professional in the context of Your complete clinical picture.
Voice Agent / Voice Intake. The AI Features may include voice-based interfaces that capture, transcribe, and process spoken input (for example, to collect intake information, schedule appointments, or answer general questions). Voice interactions are subject to the same limitations, disclaimers, and consent terms as the other AI Features. The voice agent is not a clinician, is not a licensed or certified healthcare professional, and is not for emergencies; and, notwithstanding any name, voice, persona, or interface element, it does not state, represent, or imply that any response or care originates from a licensed or certified healthcare professional. Recording consent. Where applicable law (including the all-party/two-party consent laws of states such as Florida, California, Washington, Pennsylvania, Illinois, and Massachusetts) requires consent to the recording of a communication, the Company will obtain Your affirmative, in-product consent to recording before audio is captured, and audio will not be recorded for that interaction unless and until such consent is given. Audio You provide may be recorded, transcribed, and processed as described in this Section, the Privacy Policy, and any applicable in-product disclosure or consent. If a session involves more than one participant, the user initiating the voice interaction is responsible for ensuring all participants are notified and, where required, have consented to recording.

The Company may add, modify, suspend, or discontinue any AI Feature, in whole or in part, at any time, with notice where required by law. The availability of any particular AI Feature may depend on Your account tier, the configuration chosen by Your clinic (tenant), and applicable law.

5.2 AI Limitations and No-Reliance

You acknowledge and agree that:

AI Output may be wrong. The AI Features are powered by probabilistic and statistical technologies. AI Output may be inaccurate, incomplete, outdated, biased, misleading, or entirely fabricated (a phenomenon sometimes called "hallucination"), even when it appears confident, detailed, authoritative, or plausible. The AI Features may also misinterpret AI Inputs, including voice input and uploaded documents.
No guarantee. The AI Features and all AI Output are provided "AS IS" and "AS AVAILABLE," without warranty of any kind, to the maximum extent permitted by applicable law. The Company does not warrant that any AI Output is accurate, reliable, current, complete, fit for any particular purpose, or free from error, and makes no claim that the AI Features are "clinically validated," "FDA-approved," "FDA-cleared," "FDA-registered," diagnostic, or equivalent to or a substitute for the judgment of a licensed professional. Any such representation, if made anywhere, is disclaimed here and is superseded by this Section. Nothing in this Section limits any warranty or remedy that cannot be excluded or limited under applicable law.
No substitute for professional judgment; independent verification required. AI Output is not a substitute for professional medical, clinical, mental-health, legal, financial, or other professional advice or judgment. You must not rely on any AI Output without independent verification by a qualified human professional. For any medical question, decision, symptom, or concern, consult a licensed healthcare professional. The AI Features are not for medical or mental-health emergencies. If You are experiencing a medical emergency, call 911 (or Your local emergency number) or go to the nearest emergency department. If You are experiencing a mental-health crisis or thoughts of self-harm, call or text 988 (the Suicide & Crisis Lifeline in the U.S.) or contact local emergency services.
Your responsibility for reliance. To the maximum extent permitted by law, You assume responsibility for any action taken or not taken in reliance on AI Output. Nothing in this subsection or this Section excludes or limits any liability that may not be excluded or limited under applicable law, including liability for gross negligence, willful misconduct, fraud, death or personal injury caused by negligence, or violations of non-waivable consumer-protection or health-privacy laws; this subsection is subject in all respects to the limitation-of-liability provisions and the statutory carve-outs set forth elsewhere in these Terms.

5.3 Practice-Management / Clinical-Information Software — Not a Medical Device

The Platform, including the AI Features, is practice-management and clinical-information software. It is not intended to be, and the Company does not offer, market, or hold it out as, a medical device, and the AI Features are not intended to diagnose, treat, cure, mitigate, or prevent any disease or condition. The AI Features are intended to function as clinical decision support that provides information and recommendations to support — but never to replace or autonomously make — the decisions of licensed healthcare professionals. Consistent with this intended use, the AI Features are designed so that:

they do not autonomously diagnose, treat, prescribe, or make any clinical decision, and they are not intended to be relied upon in place of a licensed professional's independent review;
the licensed healthcare professional is enabled to independently review the basis for any clinical recommendation — including, where reasonably feasible, the underlying inputs, reasoning, considerations, and information sources surfaced with the AI Output — rather than relying primarily on the AI Output itself;
AI Output is framed as informational support and avoids autonomous diagnostic determinations;
the AI Features do not acquire, process, or analyze medical images, in-vitro diagnostic (IVD) signals, or physiological signal patterns to generate a patient-specific diagnosis or risk prediction, and are not intended to provide time-sensitive clinical alerts on which a professional could not independently and meaningfully review the basis; and
the AI Features are intended to support, and are conditioned on, the Human-in-the-Loop Requirement for all clinical uses.

For clarity, any wearable, device, or sensor data You connect or sync to the Platform is presented as informational context for You and Your provider and is not analyzed by the AI Features to produce an autonomous diagnosis, clinical risk score, or physiological-pattern-based clinical determination.

You agree not to use, configure, or hold out the AI Features in any manner inconsistent with this intended use, including any use that would cause the AI Features to function as a medical device or to make autonomous, time-sensitive, or diagnostic clinical determinations. The general-wellness AI Features are intended to support a healthy lifestyle and general well-being and are not intended to diagnose, cure, mitigate, treat, or prevent any disease or condition. Where the AI Features reference or discuss dietary supplements or similar products, You acknowledge that these statements have not been evaluated by the U.S. Food and Drug Administration, and such products are not intended to diagnose, treat, cure, or prevent any disease; supplements are sold and fulfilled by third parties as described elsewhere in these Terms, and the Company is not the manufacturer.

5.4 Eligibility; Minors

The AI Features are intended for use by individuals who are of the age of majority in their jurisdiction, or by a minor only with the involvement and consent of a parent or legal guardian and as permitted by the applicable clinic (tenant). A parent or guardian who enables a minor to access the AI Features is responsible for supervising that use and accepts these Terms on the minor's behalf. The Company processes any personal information of minors in accordance with the Privacy Policy, the HIPAA NPP, and applicable law (including, where applicable, COPPA).

The AI Features are made available subject to Your separate, affirmative, unbundled in-product consent to the use of AI processing (and, for voice interactions, to recording), which the Company captures with a timestamp and version reference. Your acceptance of these Terms generally does not by itself constitute valid consent for purposes of certain consumer-health-data laws, and is not a substitute for that feature-specific consent. By using the AI Features, You consent to the Company's collection, processing, transmission, and storage of Your AI Inputs and resulting AI Output for the purposes of operating, providing, securing, maintaining, evaluating, and improving the AI Features and the Platform, as further described in the Privacy Policy and any applicable in-product, feature-specific consent (including any separate AI-tool consent, telehealth consent, or data-sharing consent).

Third-Party AI/ML Service Providers. You acknowledge and consent that, to provide the AI Features, the Company may transmit AI Inputs and AI Output to one or more Third-Party AI/ML Service Providers that perform processing on the Company's behalf. The Company contractually requires such providers to maintain appropriate confidentiality, security, and data-handling safeguards and to use such data only to provide services to the Company. Where AI Inputs or AI Output include Protected Health Information governed by HIPAA, the Company processes such information in its capacity as a Business Associate of the applicable clinic (tenant), and any Third-Party AI/ML Service Provider that handles such Protected Health Information does so as a subcontractor under a Business Associate Agreement ("BAA") or substantially similar contractual safeguard. The handling of Protected Health Information is governed by the applicable BAA and the HIPAA NPP, not by these Terms. The Company does not sell Your personal data.
Scope of training/use. The Company's and its Third-Party AI/ML Service Providers' use of Your AI Inputs and AI Output is limited to the purposes described in the Privacy Policy and applicable consents. The Company does not use Protected Health Information, and does not permit its Third-Party AI/ML Service Providers to use Protected Health Information, to train generalized or foundation AI models, except as expressly permitted by HIPAA, the applicable BAA, and any required authorization. Any use of regulated health data for purposes beyond providing the AI Features is subject to the additional consent, authorization, and restrictions required by applicable law (including HIPAA and applicable state consumer-health-data laws, such as the Washington My Health My Data Act, the California CMIA/CCPA/CPRA, and similar laws).
Withdrawal of consent. You may decline to use, or stop using, the AI Features at any time. You may also exercise applicable rights to access, delete, or withdraw consent with respect to certain data as described in the Privacy Policy and any separate consumer-health-data privacy policy. Withdrawing consent may limit or disable certain AI Features. Withdrawal does not affect (a) processing already performed in reliance on consent before withdrawal, or (b) the Company's retention or processing of information as required by law, including clinical-record retention obligations described in the Privacy Policy and HIPAA NPP.

5.6 No Autonomous Treatment Decisions

The Company does not authorize, and You agree not to use, any AI Output as the sole or primary basis for any autonomous medical or treatment decision affecting any person. Any clinical, diagnostic, or treatment decision must be made by a qualified, licensed healthcare professional exercising independent professional judgment, consistent with the Human-in-the-Loop Requirement. Providers and clinic staff agree not to use any AI Feature to deliver, or purport to deliver, healthcare unless they are licensed and authorized to do so in the applicable jurisdiction and have satisfied the Human-in-the-Loop Requirement.

5.7 Ownership and Use of AI Output

AI Inputs. As between You and the Company, You (or, where applicable, the clinic/tenant that owns the underlying record) retain ownership of Your AI Inputs, subject to the license You grant the Company to process them as described in these Terms and the Privacy Policy. You represent that You have all rights necessary to submit Your AI Inputs to the AI Features and that doing so does not violate any law or third-party right.
AI Output. Subject to these Terms and applicable law, and subject to any rights of the clinic (tenant) in records it owns, the Company assigns to You such rights as it may have in AI Output generated specifically for You, on an "AS IS" basis and solely for Your lawful use of the Platform. You acknowledge that (a) AI Output is generated probabilistically and may not be unique, and similar or identical AI Output may be generated for other users; (b) AI Output may not be eligible for, and the Company makes no representation regarding, intellectual-property protection; and (c) AI Output may incorporate or reflect third-party content, and Your use of AI Output is at Your own risk and subject to applicable third-party rights and the verification obligations in this Section. AI Output that is incorporated into a clinical record is subject to the clinic's record-ownership, retention, and HIPAA obligations as set forth in the Clinic Agreement.
Company rights. The Proprietary AI Technology, the AI Features, the underlying models, prompts, system instructions, configurations, and all related intellectual property are and remain the exclusive property of the Company and its licensors. No rights are granted to You except as expressly set forth in these Terms.

5.8 Prohibited Uses of the AI Features

In addition to any other restrictions in these Terms, You agree that You will not, and will not permit or enable any third party to:

attempt to access, extract, copy, reconstruct, or derive the AI Features' underlying models, model weights, parameters, training data, system prompts, hidden instructions, or other confidential elements, including through prompt-injection, prompt-extraction, scraping, automated querying, or similar techniques;
reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, structure, or operation of the Proprietary AI Technology, except to the limited extent such restriction is prohibited by applicable law (including any non-waivable right to perform decompilation for interoperability or error-correction);
use the AI Features to develop, train, or improve any competing artificial-intelligence model, product, or service, or to create a substantially similar service;
use the AI Features to generate, facilitate, or disseminate content that is unlawful, harmful, infringing, defamatory, harassing, discriminatory, deceptive, or that exploits or endangers any person, or that provides instructions for self-harm, violence, weapons, or other dangerous activities;
use the AI Features to generate medical, diagnostic, or treatment determinations for autonomous reliance, or to provide healthcare to others without proper licensure and without satisfying the Human-in-the-Loop Requirement;
submit AI Inputs that include another person's personal, health, or confidential information without lawful authority to do so;
circumvent, disable, or interfere with any safety, security, rate-limiting, content-filtering, or usage controls of the AI Features, or use the AI Features to generate spam, malware, or to overload, disrupt, or impair the Platform; or
misrepresent AI Output as human-generated, or as professional advice or as care provided by a licensed professional, where such representation is false or misleading.

The Company may monitor use of the AI Features for security, safety, abuse-prevention, and compliance purposes, and may suspend or terminate access to the AI Features for violation of this Section, consistent with the Privacy Policy and applicable law.

5.9 Conspicuous In-Product Notices Control

The Company may present plain-language disclaimers, consents, and notices at or near the point of AI interaction (for example, at first use of an AI Feature or adjacent to AI Output). Those in-product notices supplement this Section. In the event of a conflict between a feature-specific consent You affirmatively provide in-product and the general terms of this Section, the more specific, more protective of You, or more recently provided consent governs with respect to that feature, to the extent permitted by law.

* The operating entity for the Platform and its form (Delaware C-Corporation vs. Florida limited liability company) are pending finalization; references to the "Company" mean Centner Wellness, whose state of formation (Florida) and registered address (Miami, Florida, USA (full mailing address available on request)) will be completed upon entity formation. Questions about this Section may be directed to hello@centner.ai or, for legal/privacy matters, privacy@centner.ai / Privacy Team — privacy@centner.ai. Effective Date: June 1, 2026.

6. Telehealth Services

These Telehealth provisions apply only when you participate in a Telehealth Visit through the Platform. They supplement, and do not replace, any separate telehealth informed-consent form or other consent you complete with a Clinic before or at the time of a visit. If there is any conflict between these provisions and a Clinic's telehealth informed-consent document with respect to the clinical care you receive, the Clinic's informed-consent document controls as to that care. In all cases, the licensed healthcare professional who treats you is provided by the Clinic, not by the Company. The Company supplies the technology platform and related connectivity only and does not practice medicine, provide healthcare, or supervise the clinical aspects of any visit.

Defined terms used in this section (including "Company," "Platform," "Clinic," "User," "you," "Terms," and "PHI") have the meanings given in the General Terms; terms defined only in this section are noted where they first appear.

6.1 What Telehealth Is and Who Provides It

"Telehealth" or a "Telehealth Visit" means a real-time, two-way audio and video consultation, or an audio-only consultation where clinically appropriate and permitted by applicable law, conducted between you and a healthcare professional affiliated with a Clinic (a "Clinic Provider") using the Platform.

The Platform facilitates Telehealth Visits using video and audio communications infrastructure supplied by a third-party video communications provider (the "Third-Party Video Communications Provider"). That provider operates under its own terms of service and privacy practices, which apply to your use of the underlying communications service. The Company does not control, and is not responsible for, the third-party communications service except as expressly set forth in the Company's applicable HIPAA Business Associate obligations to the Clinic.

You acknowledge and agree that:

The Company is a technology provider, not a healthcare provider. The Company does not provide medical advice, diagnosis, treatment, prescriptions, or any healthcare service through Telehealth. The Company is not a party to the provider-patient relationship, does not employ, contract with for clinical services, supervise, or control Clinic Providers, and exercises no control over the clinical judgment, conduct, scope, quality, timing, or outcome of any care delivered during a Telehealth Visit.
The Clinic and the Clinic Provider are solely responsible for the care delivered. All medical and clinical decisions, including whether your condition is appropriate for Telehealth and whether to prescribe, refer, or treat, are made exclusively by the Clinic Provider in the exercise of independent professional judgment.
No provider-patient relationship is created with the Company. Your use of the Platform does not create any physician-patient, provider-patient, or other healthcare relationship between you and the Company.
AI features are not a provider and do not deliver care during a Telehealth Visit. Any artificial-intelligence or machine-learning features that may operate before, during, or after a Telehealth Visit — including the Company's proprietary AI technology used for voice or other intake, scheduling, ambient documentation assistance (such as drafting clinical notes for a Clinic Provider's review), or informational lab-result interpretation — are informational tools only, are subject to and require licensed-provider review, and do not constitute medical advice, diagnosis, or treatment. Such features are further described in, and governed by, the "Artificial Intelligence Features" section of these Terms, which is incorporated here by reference.

Telehealth informed consent is obtained by the Clinic, and the specific consent required may vary by your state and by the Clinic Provider's profession. By participating in a Telehealth Visit through the Platform, you acknowledge and agree to the following general matters, which supplement (and do not replace) any Clinic-specific informed-consent process:

Nature of Telehealth. Telehealth involves the use of electronic communications to enable a Clinic Provider to evaluate, consult with, and where appropriate care for you at a distance, rather than through an in-person encounter.
Potential Benefits. Potential benefits of Telehealth may include improved access to care, more convenient and timely consultations, and the ability to receive certain services without travel. The Company does not guarantee any particular benefit or clinical outcome.
Potential Risks and Limitations. As with any medical or wellness service, Telehealth has limitations and potential risks. These may include, without limitation: that information transmitted may be insufficient (for example, due to poor image or audio resolution) to allow appropriate clinical decision-making; that the Clinic Provider may not be able to conduct a physical examination as they could in person; that technology may fail, be delayed, or be interrupted before or during a visit; that in rare cases security protocols could fail, causing a breach of privacy; and that in rare cases a lack of access to your complete records could result in adverse interactions or errors in judgment. You understand and voluntarily assume these inherent risks of the Telehealth modality.
Audio-only visits. Where an audio-only consultation is offered, clinically appropriate, and permitted by applicable law, you understand that an audio-only visit involves additional limitations, including the absence of any visual examination, and that the Clinic Provider may determine that an audio-only visit is not appropriate for your condition. [Drafting note: confirm whether the Clinics actually offer audio-only telehealth and whether applicable state/payer rules require separate flagging or consent; delete this subsection if audio-only is not offered.]
A Telehealth Visit May Not Be Appropriate; In-Person Care May Be Recommended. The Clinic Provider will determine whether your condition is appropriate for a Telehealth Visit. The Clinic Provider may determine that an in-person examination, a referral, in-person follow-up care, laboratory testing, imaging, or other services are necessary or advisable, and may decline to provide care via Telehealth. You understand that Telehealth is not a substitute for in-person care where in-person care is medically indicated.
Alternatives. You understand that alternatives to a Telehealth Visit, including in-person care, may be available, and that you may discuss those alternatives with the Clinic or Clinic Provider.
Expectations. A Telehealth Visit does not guarantee that a prescription, treatment, protocol, referral, or other particular result will be provided. Any such decision rests solely with the Clinic Provider.
Consent on behalf of another person. If you participate in a Telehealth Visit on behalf of a minor or another person for whom you are a parent, legal guardian, or authorized representative, you represent and warrant that you have the legal authority to consent to Telehealth and to agree to these provisions on that person's behalf.

These Terms are customer-facing platform terms and are not themselves the legally operative telehealth informed-consent document. Where your state or the Clinic Provider's profession requires telehealth-specific informed consent, that consent will be obtained separately by the Clinic and documented in your record.

6.3 Provider Licensing and Governing Law of the Visit

You acknowledge and agree that:

Licensing is the Clinic's and the Clinic Provider's responsibility. Verification and maintenance of all professional licenses, registrations, certifications, credentials, and interstate-compact privileges (such as those under the Interstate Medical Licensure Compact, the Nurse Licensure Compact, PSYPACT, or similar arrangements, where applicable) necessary to lawfully deliver care to you — including in the state or jurisdiction where you are physically located at the time of the Telehealth Visit — is the sole responsibility of the Clinic and the Clinic Provider. The Company does not verify, warrant, or assume any responsibility for the licensure, credentials, qualifications, or eligibility of any Clinic Provider to deliver care in any jurisdiction.
The law of your location governs the care. You understand that, when you and the Clinic Provider are located in different states or jurisdictions, the practice of medicine and other healthcare generally is deemed to occur where the patient is located, and the laws and professional-licensing requirements of the state or jurisdiction in which you are physically located at the time of the Telehealth Visit generally govern that care, subject to any applicable interstate compact or state telehealth-registration regime. A Clinic Provider may be able to treat you only if the Clinic Provider is authorized to practice in your location.
No assurance of availability. Because licensing requirements differ by jurisdiction, a Clinic Provider may be unavailable to you, or a scheduled Telehealth Visit may be canceled or modified, based on your location. The Company is not responsible for any such unavailability, cancellation, or modification.
Use outside the United States. The Platform and Telehealth Visits are intended for use by Users physically located in the United States. The Company does not represent that Telehealth is appropriate or available outside the United States, and you are responsible for any consequence of attempting to participate in a Telehealth Visit from a location outside the United States.

6.4 Your Obligation to Confirm Your Location

Because your physical location determines which laws apply and whether a Clinic Provider may lawfully treat you, you agree that:

You will accurately provide, and confirm or update, your current physical location (including state or jurisdiction) at the start of each Telehealth Visit, and at any time it changes during a visit.
You will not misrepresent, falsify, or conceal your physical location, and you will not use any tool, setting, or technology to mask or alter your apparent location.
The Clinic Provider may decline to begin, or may terminate, a Telehealth Visit if your location cannot be confirmed or if the Clinic Provider is not authorized to deliver care in your location.
You are solely responsible for any consequence arising from inaccurate or incomplete location information you provide, including the inability to receive care, delays, or the provision of care that is later determined to be outside a Clinic Provider's authorized jurisdiction. The Platform may capture or record location information you provide in connection with a Telehealth Visit; however, the Company does not warrant the accuracy of any location information and is not obligated to independently investigate or confirm your true physical location, and the Company disclaims liability for inaccurate or incomplete location information you provide, to the fullest extent permitted by applicable law. [Drafting note: reconcile this with the product's actual location-capture/verification behavior; if the Platform performs any IP/geolocation check, conform this language to actual practice to avoid a UDAP/misrepresentation gap.]

6.5 Recording, Documentation, and Storage of Encounters

Clinical documentation. Documentation generated in connection with a Telehealth Visit (such as the Clinic Provider's notes and records of the encounter) becomes part of your clinical record maintained by the Clinic. To the extent the Platform creates, receives, maintains, or transmits Protected Health Information ("PHI") in connection with a Telehealth Visit, the Company does so as a Business Associate of the Clinic under the Health Insurance Portability and Accountability Act ("HIPAA"), and such PHI is governed by the applicable Business Associate Agreement and the Clinic's HIPAA Notice of Privacy Practices — not by these Terms. Please refer to the [Privacy Policy] and the applicable [HIPAA Notice of Privacy Practices] for how your health information is handled.
Recording. Whether a Telehealth Visit is audio- or video-recorded is determined by the Clinic and the Clinic Provider in accordance with applicable law and the Clinic's policies. You should not record a Telehealth Visit unless permitted by applicable law and, where required, with the consent of all participants; recording and wiretap laws (including all-party / two-party consent requirements, such as those in effect in Florida and other states) vary by state. The Company does not itself record Telehealth Visits for its own purposes and records, processes, or retains audio or video only as necessary to provide and support the Platform on the Clinic's behalf and as permitted under its applicable Business Associate obligations. [Drafting note: confirm the Company's and Clinics' actual recording and ambient-scribe audio-capture practices and align this subsection with the Privacy Policy and BAA; the flagship tenant's state (Florida) is an all-party-consent jurisdiction.]
Storage and retention. PHI associated with Telehealth Visits is stored in the United States, with encryption in transit (TLS) and at rest (AES-256) and tenant data-isolation controls, as further described in the [Privacy Policy]. Clinical records are generally retained for at least seven (7) years after the last encounter, or longer where required by applicable state law (including, for example, longer periods that may apply to the records of minors); retention is governed by the Clinic's record-retention obligations.

6.6 Technology Requirements, Connectivity, and Limitations

Your equipment and connection. You are responsible for obtaining and maintaining, at your own expense, the equipment, software, internet or mobile-data connectivity, and environment necessary to participate in a Telehealth Visit, including a compatible device, a camera and microphone (for video visits), adequate bandwidth, and a private, quiet, well-lit setting.
No guarantee of connectivity or quality. The Platform and the Third-Party Video Communications Provider depend on internet, mobile, and third-party networks and infrastructure that are outside the Company's control. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DOES NOT GUARANTEE THAT THE PLATFORM OR ANY TELEHEALTH VISIT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR AVAILABLE AT ANY PARTICULAR TIME, OR THAT AUDIO OR VIDEO QUALITY WILL BE SUFFICIENT FOR ANY PARTICULAR PURPOSE. Connections may be delayed, degraded, dropped, or fail entirely.
Effect of technology failure. If a technology failure prevents or disrupts a Telehealth Visit, the visit may be rescheduled, continued by alternative means (such as telephone, where clinically appropriate and permitted), or converted to in-person care, at the Clinic Provider's discretion. You and the Clinic Provider should establish a backup means of contact (such as a telephone number) at the start of each visit in case the connection is lost. The Company is not liable for any clinical or other consequence arising from a technology failure, interruption, or limitation, except to the extent such liability cannot be limited, excluded, or waived under applicable law (including for gross negligence, willful misconduct, or personal injury where non-waivable).

6.7 Not for Emergencies

Telehealth and the Platform are not designed or intended for medical emergencies. Do not use the Platform or attempt a Telehealth Visit if you are experiencing a medical emergency. If you are experiencing a medical emergency, immediately call 911 (or your local emergency number) or go to the nearest emergency department. If you are experiencing a mental-health crisis or thoughts of self-harm, call or text the 988 Suicide and Crisis Lifeline or your local crisis resource. See the ["Medical Disclaimer; Not for Emergencies"] section of these Terms for additional emergency provisions, which are incorporated here by reference. [Drafting note: confirm the final harmonized section title and update this cross-reference; 911/988 references are U.S.-specific.] The Company and the Platform do not monitor communications in real time for emergencies and cannot dispatch emergency services.

You may decline a Telehealth Visit or withdraw your consent to Telehealth at any time, for any reason, without affecting your right to future care or other services from the Clinic, except for any care already rendered. Withdrawing consent to Telehealth may mean that certain services are available to you only through in-person care, subject to the Clinic's policies and availability. To withdraw consent, notify the Clinic or the Clinic Provider; you may also discontinue use of the Telehealth features of the Platform at any time. Withdrawal of consent is prospective only, does not require the deletion of records of care already provided, and does not relieve you of any fees, deposits, or charges already incurred (including any applicable no-show or cancellation fees), which remain governed by the "Fees and Payments" section of these Terms.

6.9 Relationship to Other Terms

The provisions of these Terms regarding the Company's role as a technology provider, the Artificial Intelligence Features section, the medical disclaimer and emergency provisions, fees and payments (including any deposits or no-show fees applicable to Telehealth appointments), limitation of liability, disclaimer of warranties, indemnification, and dispute resolution apply to Telehealth Visits and are incorporated into this section by reference. Nothing in this section is intended to limit, and these provisions shall be read so as not to limit, any non-waivable statutory right you may have under applicable healthcare, patient-protection, or consumer-protection law, and to the extent any provision of this section is held unenforceable, it shall be enforced to the maximum extent permitted and the remainder of this section shall remain in full force and effect.

7. Privacy, Health Data, Wearables & Third-Party Services

Footnote (drafting status): These Terms are issued by Centner Wellness ("Company," "we," "us," or "our"), a company organized under the laws of Florida with its registered address at Miami, Florida, USA (full mailing address available on request). The operating entity and its form (Delaware C-Corp vs. Florida LLC) are pending finalization; capitalized placeholders are to be completed on entity formation. READY FOR ATTORNEY REVIEW — not final legal advice.

7.1 How Your Data Is Governed; Relationship to the Privacy Policy and HIPAA Notice

7.1 Your use of the Services involves the collection, processing, storage, and transmission of personal information, including certain health and wellness data. How we handle that information is described in detail in our separate Privacy Policy, our separate Consumer Health Data Privacy Policy (governing data subject to the Washington My Health My Data Act and similar consumer-health-privacy laws), and — for information that constitutes Protected Health Information governed by HIPAA — the applicable HIPAA Notice of Privacy Practices issued by the Clinic that provides your care. Each of those documents is incorporated into these Terms by reference, and you should read them carefully.

7.2 This Section does not restate those documents. In the event of a conflict between this Section and the Privacy Policy, the Consumer Health Data Privacy Policy, or an applicable HIPAA Notice of Privacy Practices with respect to the subject matter each governs, those documents control.

7.3 These Terms are not, and your acceptance of them does not operate as, any consent, authorization, or permission required under any health-privacy law. Without limiting the foregoing, your acceptance of these Terms is not your HIPAA authorization, not your "consent" or "valid authorization" under the Washington My Health My Data Act ("MHMDA"), and not your consent to telehealth, to use of the Company's proprietary AI technology, or to any data sharing. Each such consent or authorization, where required, is obtained separately through a distinct, affirmative opt-in flow that satisfies the applicable statutory elements. Nothing in these Terms shall be construed to modify, limit, or waive any right or protection you have under HIPAA, MHMDA, the California Confidentiality of Medical Information Act, or any other applicable health- or medical-privacy law.

7.4 For clarity, the categories of data in the Services are governed differently:

(a) Protected Health Information ("PHI"). When you receive clinical care from a Clinic through the Services (for example, Tier 2 clinical features such as Lab Results, Clinical Notes, provider-assigned protocols, therapy sessions, and clinical AI insights), the Clinic is the licensed healthcare provider and HIPAA Covered Entity, and the Company acts solely as that Clinic's HIPAA Business Associate. PHI created, received, maintained, or transmitted by the Company on behalf of a Clinic is governed by HIPAA, the Business Associate Agreement between the Company and that Clinic, and the Clinic's HIPAA Notice of Privacy Practices — not by these Terms.

(b) Consumer Health Data. Certain health-related information you provide or that the Services collect outside of a clinical-care relationship — for example, self-entered wellness information, supplement and nutrition logs, fitness and goal tracking, Wearable Data, voice-agent and voice-intake inputs to wellness features, health inferences, and behavioral or usage data that reflects or is reasonably linkable to your health status — may constitute "Consumer Health Data" that is not PHI but is regulated under state consumer-health-privacy laws (such as MHMDA) and the FTC Health Breach Notification Rule. How we handle Consumer Health Data, and the separate consent that may be required to collect, process, or share it, is described in the Privacy Policy and the Consumer Health Data Privacy Policy.

(c) Other Personal Information. Account, device, payment, and usage data that is not PHI or Consumer Health Data is governed by the Privacy Policy and applicable state privacy laws as described below.

7.5 Stricter-standard rule. Where more than one privacy or confidentiality regime applies to the same information (for example, where HIPAA, the California Confidentiality of Medical Information Act, MHMDA, or a state consumer-privacy law overlap), the Company will apply the standard that affords the greater protection or confidentiality to that information to the extent the applicable laws can be complied with simultaneously.

7.2 Security, Hosting, and Data Location

7.6 The Company maintains administrative, physical, and technical safeguards designed to protect personal information in the Services, including: encryption of data in transit (using Transport Layer Security (TLS)) and at rest (using AES-256 encryption); logical, row-level tenant isolation between Clinics so that one Clinic's data is segregated from another's; and end-to-end encryption of direct patient-to-provider messaging within the Services. Data processed through the Services is hosted on cloud infrastructure and managed databases located in the United States.

7.7 The Services are intended for use within the United States. We do not represent that the Services are appropriate or available for use outside the United States, and you are responsible for compliance with local law if you access the Services from another jurisdiction.

7.8 No method of transmission or storage is completely secure, and the Company cannot and does not guarantee that the Services or your data are immune from unauthorized access, loss, or compromise. You are responsible for safeguarding your account credentials and for activity that occurs under your account, and for promptly notifying us of any suspected unauthorized access. The Company's security practices and any incident-notification commitments — including notifications that may be required under HIPAA, the FTC Health Breach Notification Rule, or applicable state breach-notification laws — are further described in the Privacy Policy. Where the FTC Health Breach Notification Rule applies to Consumer Health Data that is not governed by HIPAA, we will provide any legally required breach notice without unreasonable delay and in no event later than sixty (60) calendar days after discovery of a covered breach, and will notify the Federal Trade Commission and, where required, prominent media, in accordance with that Rule.

7.3 No Sale of Personal Data; No Geofencing of Health Data

7.9 The Company does not "sell" your personal information, and does not "sell" or "share" your Consumer Health Data, as those terms are defined under applicable state privacy laws (including the California Consumer Privacy Act, as amended by the California Privacy Rights Act ("CCPA/CPRA"), and MHMDA). The Company does not, and will not, sell or share Consumer Health Data absent a separate, valid, written authorization, signed by you, that satisfies the statutorily prescribed elements of applicable law (including, where MHMDA applies, its required authorization elements, with each party retaining a copy for at least six (6) years).

7.10 The Company does not use the Wearable Data or other Consumer Health Data it processes for cross-context behavioral or targeted advertising, and does not knowingly permit advertising or analytics pixels, SDKs, or trackers to transmit your Consumer Health Data to third parties for such purposes.

7.11 Consistent with MHMDA, the Company does not implement a geofence around any entity that provides in-person health-care services in order to identify, track, collect data from, or send notifications to consumers regarding their Consumer Health Data.

7.12 The limited categories of third parties with whom the Company shares data to operate the Services — and the purposes for that sharing — are described in the Privacy Policy and, for Consumer Health Data, the Consumer Health Data Privacy Policy.

7.4 Your Content and Data; License to the Company

7.13 As between you and the Company, you retain all rights you hold in the content and data you submit, upload, generate, or transmit through the Services, including text, images, documents, voice recordings and voice-intake inputs, intake responses, supplement and nutrition entries, goals, messages, and Wearable Data (collectively, "User Data").

7.14 You grant the Company a non-exclusive, worldwide, royalty-free, sublicensable (solely to the Company's service providers and subprocessors acting on its behalf) license to host, store, copy, transmit, process, display, and otherwise use User Data solely as necessary to operate, provide, secure, support, and deliver the Services to you and to the applicable Clinic, and as otherwise permitted by the Privacy Policy, the applicable Business Associate Agreement, the Consumer Health Data Privacy Policy, and applicable law.

7.15 De-Identified and Aggregated Data. The Company may create and use data that has been de-identified (such that it does not identify you and cannot reasonably be used, alone or in combination, to infer or be linked to you) ("De-Identified Data") or aggregated across multiple individuals ("Aggregated Data") to operate, analyze, maintain, secure, and improve the Services. The Company creates and uses De-Identified Data and Aggregated Data only in accordance with applicable law, including the HIPAA de-identification standard for PHI (and only to the extent permitted by the applicable Business Associate Agreement, which governs any de-identification, data-aggregation, and improvement use of PHI) and the requirements of applicable state consumer-health-privacy law. The Company will not attempt to re-identify De-Identified Data and will contractually require recipients not to re-identify it.

7.16 No use of your identifiable health data to train AI without separate consent. The Company does not use your PHI or your identifiable Consumer Health Data to train, fine-tune, or improve general-purpose artificial-intelligence or machine-learning models except (a) as permitted by the applicable Business Associate Agreement (for PHI), or (b) pursuant to your separate, affirmative, informed consent obtained through the AI-tool consent flow (for Consumer Health Data). Any use of User Data for purposes beyond delivering the Services is subject to, and limited by, the applicable Business Associate Agreement, the Privacy Policy, the Consumer Health Data Privacy Policy, and any separate consent or authorization you provide.

7.17 You represent and warrant that you have the right to submit User Data and to grant the licenses in this Section, and that your User Data does not infringe or violate the rights of any third party or applicable law.

7.5 Wearables and Connected Health Devices

7.18 The Services allow you to connect certain third-party wearable devices, sensors, and health or fitness accounts (for example, devices and accounts offered by Oura, Garmin, Fitbit, and Whoop) (each, a "Wearable") through a third-party integration partner ("Terra") in order to import data generated by those Wearables ("Wearable Data") into the Services.

7.19 By connecting a Wearable, you authorize the Company and its integration partner to access, retrieve, receive, and process Wearable Data from the applicable Wearable provider on your behalf, and you represent that you have the right to grant that authorization. You may disconnect a Wearable at any time through the Services or through the applicable Wearable provider. Disconnection stops future retrieval but does not, by itself, delete Wearable Data already imported; deletion of imported Wearable Data is addressed in Section 7.8 and in the Privacy Policy.

7.20 You acknowledge and agree that:

(a) Accuracy is not guaranteed. Wearable Data is generated and supplied by third-party devices and providers. The Company does not control, verify, or guarantee the accuracy, completeness, timeliness, or reliability of Wearable Data, and Wearable Data is informational and for general wellness purposes only — it is not medical advice, not a diagnosis, and not a substitute for professional medical evaluation or for a regulated medical or monitoring device.

(b) Third-party terms govern the Wearable. Your access to and use of each Wearable, and of the integration partner, are governed by the separate terms of service and privacy policies of the applicable device maker, account provider, and integration partner. The Company is not responsible for those third parties, their products, their data practices, or any changes to or discontinuation of their services or APIs that may interrupt or end the integration.

7.6 Third-Party Services Generally

7.21 The Services interoperate with, link to, or are delivered in part through products and services provided by third parties ("Third-Party Services"), which may include, without limitation: a third-party video communications provider (for telehealth), a third-party payment processor (Stripe), third-party wearable device makers and the integration partner (Terra), a third-party supplement fulfillment partner (Fullscript), and third-party AI/ML service providers that the Company may engage to help power the Company's proprietary AI technology. The Company does not name any specific provider of underlying AI/ML models in these Terms; such providers are described generically as third-party AI/ML service providers, and the Company's proprietary AI technology is model-agnostic.

7.22 Each Third-Party Service is governed by that third party's own terms of service and privacy policy, and your use of a Third-Party Service may require you to accept those terms directly. The Company does not control and is not responsible or liable for Third-Party Services, including their availability, performance, accuracy, security, data practices, content, or any acts or omissions of the third party. Your dealings with, and any data you provide directly to, a Third-Party Service are solely between you and that third party. The Company's use of subprocessors and service providers to deliver the Services, including those that process PHI or Consumer Health Data under appropriate contractual safeguards (such as Business Associate Agreements or data processing agreements), is described in the Privacy Policy.

7.7 Your State Privacy Rights

7.23 Depending on your state of residence, you may have rights regarding personal information that is not PHI — such as the right to access, correct, delete, or obtain a portable copy of certain information; to opt out of the sale or sharing of personal information, targeted advertising, or certain profiling; to limit the use of sensitive personal information; and to withdraw consent. These rights may arise under laws including the CCPA/CPRA and the California Confidentiality of Medical Information Act ("CMIA"), the Washington My Health My Data Act (MHMDA), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, and the Oregon Consumer Privacy Act, among others. The FTC Health Breach Notification Rule may also apply to Consumer Health Data that is not governed by HIPAA.

7.24 Most PHI is exempt from these state consumer-privacy laws because it is governed by HIPAA and applicable state medical-privacy law; however, non-clinical account, usage, and Consumer Health Data — including health inferences and other "sensitive personal information" — may be in scope and is subject to notice-at-collection and, where applicable, a "Do Not Sell or Share My Personal Information" and "Limit the Use of My Sensitive Personal Information" mechanism.

7.25 For a description of your specific rights, the categories of data we collect, the categories of third parties with whom we share data, and how to submit a request to exercise your rights (including any "Do Not Sell or Share My Personal Information" or consent-withdrawal mechanism), please see the Privacy Policy and the Consumer Health Data Privacy Policy, or contact us at privacy@centner.ai / Privacy Team — privacy@centner.ai. We will verify and respond to rights requests as required by applicable law, you may use an authorized agent where the law permits, and we will not discriminate against you for exercising your rights. If we deny a request, you may have a right to appeal as provided by applicable law.

7.8 Data Retention and Deletion

7.26 The Company retains personal information for as long as needed to provide the Services and as required to comply with legal, regulatory, accounting, and recordkeeping obligations. Clinical records that constitute PHI are retained by or on behalf of the applicable Clinic in accordance with HIPAA and applicable state law — generally for at least seven (7) years after the last encounter, and longer where state law requires (including, for example, extended periods applicable to the records of minors) — and are governed by the applicable Business Associate Agreement and the Clinic's records-retention obligations rather than by your individual deletion request. Retention periods vary by the state in which the treating Clinic operates.

7.27 You may request deletion of your account and associated non-clinical account data as described in the Privacy Policy or by contacting us at hello@centner.ai / privacy@centner.ai. We will honor deletion and consent-withdrawal requests as required by applicable law — including, where MHMDA applies, deletion of Consumer Health Data from active systems and from backups and archives (subject to the time reasonably needed to restore from or cycle out backup media) — except to the extent we are required or permitted by law to retain certain information, including: PHI subject to the retention obligations described above; information subject to a legal hold or needed to comply with legal obligations, resolve disputes, prevent fraud or abuse, or enforce these Terms. Where we cannot fully delete information because of such an obligation, we will isolate and protect it from further processing and delete it when the obligation expires. Deletion of your account may terminate your access to the Services and to data within them.

7.28 The Clinic, as the HIPAA Covered Entity, controls patient access, amendment, and deletion of PHI in clinical records; requests concerning PHI should be directed to the applicable Clinic, and the Company will support the Clinic as its Business Associate.

8. Payments, Subscriptions, Auto-Renewal, Shop & Supplements

This section governs all fees, purchases, Subscriptions, Deposits, and product orders You make through the Centner Wellness Platform (the "Platform"). It applies in addition to, and is incorporated into, the rest of these Terms. Capitalized terms not defined in this section have the meanings given to them elsewhere in these Terms. Where a purchase is made through, or on behalf of, a Clinic (for example, appointment Deposits or No-Show Fees), the applicable Clinic's policies also apply, and these Terms describe only the technology and billing mechanics that the Company provides to facilitate those transactions.

Roles. The Company provides the technology that enables payments, Subscriptions, and product ordering. The Company is not the manufacturer, compounder, distributor, prescriber, dispenser, or — except where expressly stated — the seller or merchant of record of any supplement or physical product. Healthcare services are provided by the Clinics and their licensed providers, not by the Company. Payment processing, product fulfillment, and certain other functions are performed by independent third parties identified below, each subject to its own terms and policies. Nothing in this section creates any healthcare-provider, fiduciary, or insurance relationship between You and the Company.

8.1 Fees, Billing Authorization & Payment Information

8.1.1 Fees. You agree to pay all fees, charges, and applicable Taxes associated with the Platform features, Subscriptions, services, Deposits, and products You purchase, at the prices in effect at the time of the transaction. Prices are stated in U.S. dollars unless otherwise indicated. The Company may add, change, or discontinue any priced feature or product at any time, except that changes to recurring Subscription pricing are governed by Section 8.2 ("Subscriptions, Memberships & Automatic Renewal").

8.1.2 Billing Authorization. When You provide a payment method and complete a purchase, You authorize the Company and its Payment Processor to charge that payment method (and any updated, replacement, or backup payment method) for the full amount due, including any recurring charges for a Subscription You enroll in and any Taxes. You authorize the Company to store and use, and to instruct the Payment Processor to store and use, Your payment method on file for future authorized charges, including recurring Subscription charges, appointment Deposits, No-Show Fees, and product orders that You initiate or pre-authorize. For recurring charges, this authorization remains in effect until You cancel the applicable Subscription or revoke the authorization as described in Section 8.2. Revoking a stored-payment authorization may require You to cancel the associated Subscription or order and may result in suspension of the affected feature.

8.1.3 Accurate Payment Information. You represent and warrant that You are authorized to use the payment method You provide, and that all payment and billing information You provide is true, current, and complete. You agree to keep Your payment, billing, and contact information accurate and up to date. If a payment method expires, is declined, or otherwise fails, the Company (or the Payment Processor) may attempt to charge the same or an updated payment method, may use account-updater services offered by card networks to obtain updated card details, and may suspend or terminate the affected feature, Subscription, or order until payment is successfully processed. You remain responsible for any amounts that cannot be collected, and the Company may, to the extent permitted by applicable law, recover reasonable costs of collection.

8.1.4 Payment Processor. Payments are processed by a third-party payment processor (currently Stripe, Inc. (the "Payment Processor")). Your use of the Payment Processor's services is subject to the Payment Processor's own terms of service and privacy policy. By submitting a payment, You agree to those terms. The Company does not store full payment-card numbers on its own systems; card data is collected and processed by the Payment Processor. To the maximum extent permitted by applicable law, the Company is not responsible for the acts, omissions, errors, security, or availability of the Payment Processor.

8.1.5 Taxes. Stated prices may not include sales, use, excise, value-added, or other applicable taxes, duties, or governmental charges ("Taxes"). You are responsible for all Taxes associated with Your purchases, other than taxes based on the Company's net income. Where the Company, a Clinic, or a Fulfillment Partner is required to collect Taxes, they will be calculated and added at checkout or at the time of the recurring charge based on the information You provide and applicable law.

8.2 Subscriptions, Memberships & Automatic Renewal

Certain Platform features and Clinic offerings may be made available on a recurring subscription or membership basis (each, a "Subscription"), and a Subscription may renew automatically ("Automatic Renewal"). The following terms apply to all Subscriptions with Automatic Renewal and are intended to comply with the federal Restore Online Shoppers' Confidence Act (ROSCA), the California Automatic Renewal Law, and other applicable U.S. federal and state automatic-renewal and negative-option laws. Where any specific provision of applicable law imposes a more protective requirement than is stated below, the Company will comply with that more protective requirement and that requirement controls.

8.2.1 Pre-Purchase Disclosure. Before You complete enrollment in a Subscription, the Company will present to You, in a clear and conspicuous manner and in visual proximity to the consent mechanism, the material terms of the Subscription, including: (a) that the Subscription continues and automatically renews until You cancel; (b) the recurring charge amount (or the range or basis on which it is calculated) and the billing frequency (for example, monthly or annually); (c) the length of each renewal term, or that the service is continuous; (d) the cancellation policy and the method and deadline to cancel in order to avoid the next charge; and (e) for any free trial or promotional offer, the date the trial or promotional period ends, the date the first paid charge will occur, and the amount of that charge.

8.2.2 Affirmative Consent. You will be asked to provide express, affirmative consent to the Automatic Renewal terms through a separate, unchecked action specific to the recurring charge that is not bundled into Your general acceptance of these Terms or any other consent. The Company will retain records evidencing Your affirmative consent for at least the period required by applicable law.

8.2.3 Automatic Renewal. Unless and until You cancel, each Subscription will automatically renew at the end of the then-current term for a successive term of the same length, and the Company (through the Payment Processor) will charge Your payment method on file the then-current renewal price plus applicable Taxes at the start of each renewal term.

8.2.4 Renewal & Price-Change Reminders. The Company will provide renewal reminder notices as required by applicable law, including, at minimum, a reminder for any Subscription that automatically renews, delivered through the same medium You used to enroll or through which You normally interact with the Company, restating the product or service, the recurring charge, and how to cancel. If the recurring price will increase, the Company will provide You advance notice of the new price and the date it takes effect, and a reasonable opportunity to cancel before the change takes effect, in each case as and to the extent required by applicable law. Your continued use of the Subscription after a properly noticed price change takes effect constitutes acceptance of the new price; if You do not agree to the new price, Your sole remedy is to cancel before the change takes effect.

8.2.5 Easy Online Cancellation. You may cancel any Subscription at any time. For Subscriptions purchased directly through the Platform, You may cancel online using the same medium in which You enrolled — through Your account settings on the Platform (look for "Manage Subscription" or "Cancel Subscription"), through the in-app cancellation method on the native iOS app where applicable, or by contacting hello@centner.ai. Online cancellation is available without requiring You to navigate, view, or accept any retention or "save" offer before cancelling, and the Company will provide a method to cancel that is at least as simple as the method used to enroll. Where applicable law requires an alternative cancellation path for users who cannot use the online account method, the Company will provide one. The Company will provide confirmation of Your cancellation.

8.2.6 Effect of Cancellation. Unless otherwise required by law or expressly stated at the point of sale, cancellation takes effect at the end of the current paid term: You will retain access to the Subscription's paid features through the end of the period You have already paid for, and You will not be charged for the following term. Except as required by law or as expressly stated, fees already paid for the current term are not refunded or prorated upon cancellation. This Section 8.2.6 does not waive or limit any non-waivable refund, cancellation, or cooling-off right You may have under applicable law.

8.2.7 Subscriptions Purchased Through App Stores. If You purchase or enroll in a Subscription through a third-party app store or in-app purchase platform (for example, the Apple App Store), that store's billing, renewal, and cancellation rules apply to the transaction, and You must manage and cancel the Subscription through Your app-store account rather than through the Platform. The Company cannot cancel or refund app-store-billed Subscriptions on Your behalf.

8.3 Appointment Deposits, Cancellation & No-Show Fees

Clinics may require a deposit to reserve an appointment (a "Deposit") and may charge fees for late cancellations or missed appointments ("No-Show Fees"). Deposit, cancellation-window, and No-Show Fee policies are set and owned by each Clinic, not by the Company. Before booking an appointment to which they apply, You will be shown the applicable Deposit amount and the cancellation/No-Show policy.

By booking an appointment that requires a Deposit or is subject to a No-Show Fee, You authorize the Company, acting solely as the Clinic's billing facilitator and through the Payment Processor, to charge Your payment method for the Deposit at booking and, where the Clinic's policy provides, for any applicable cancellation fee or No-Show Fee if You cancel outside the permitted window or fail to attend. Whether a Deposit is applied toward the cost of services, forfeited, or refunded, and the amount and conditions of any cancellation or No-Show Fee, are determined solely by the applicable Clinic's policy and applicable law. Refunds of Deposits and disputes regarding cancellation or No-Show Fees are handled by the applicable Clinic; the Company's role is limited to facilitating the charge and, where instructed by the Clinic, processing a refund. No-Show Fees and Deposits are charges for missed or reserved appointment availability and are not a charge for, or a guarantee of, any clinical service; they may be subject to insurer, payer, and government-program rules administered by the Clinic, and the Company does not bill or interact with any insurer, health plan, Medicare, or Medicaid program on Your behalf.

8.4 The Shop — Products & Supplements

The Platform may offer a shop through which You can purchase dietary supplements, wellness products, and related items (the "Shop").

8.4.1 Fulfillment by Third Parties. Shop orders are fulfilled by one or more independent third-party fulfillment and dispensing partners (for example, Fullscript (the "Fulfillment Partner")). Where products are sold and shipped by a Fulfillment Partner, that Fulfillment Partner and/or the product manufacturer — not the Company — is the seller and/or merchant of record, and the purchase is subject to the Fulfillment Partner's terms of sale, shipping, and return policies, which will be presented or linked at or before checkout. The Company is not the manufacturer, compounder, distributor, dispenser, or — except where expressly stated at the point of sale — the seller or merchant of record of Shop products.

8.4.2 Product Information, Availability & Pricing. Product descriptions, images, ingredients, claims, availability, and pricing are provided by manufacturers and/or the Fulfillment Partner and may change without notice. To the maximum extent permitted by applicable law, the Company does not warrant that product information is accurate, complete, current, or error-free. Products may be discontinued or out of stock, and orders are subject to acceptance, verification, and availability. If a product is mispriced or unavailable, the Company or the Fulfillment Partner may cancel or decline the order and refund any amount charged.

8.4.3 FDA Dietary-Supplement Disclaimer. Dietary supplements offered through the Shop are not drugs and are not intended to be used as such. 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.

8.4.4 Not a Substitute for Medical Care. Dietary supplements and wellness products are not a substitute for professional medical advice, diagnosis, or treatment. Supplements can interact with medications and may not be appropriate for everyone, including individuals who are pregnant or nursing, have a medical condition, or are taking prescription medication. You should consult a licensed healthcare professional before starting, stopping, or changing any supplement or product regimen. Use Shop products in accordance with the manufacturer's labeling and any guidance from Your licensed provider. The Company does not represent or warrant that any product is safe, effective, or appropriate for Your particular circumstances. To the maximum extent permitted by applicable law, product liability, warranty, recall, and personal-injury claims relating to Shop products are the responsibility of the manufacturer and/or the Fulfillment Partner, and not the Company. Nothing in this Section 8.4.4 limits any liability that cannot be excluded or limited under applicable law.

8.5 Free Trials & Promotions

The Company or a Clinic may from time to time offer free trials, introductory pricing, discounts, credits, or other promotions, subject to the specific terms disclosed at the time of the offer. Unless otherwise stated: (a) promotions are limited to one per person or account; (b) they cannot be combined with other offers; (c) they have no cash value and are non-transferable; and (d) the Company may modify or revoke a promotion, or determine eligibility, in its reasonable discretion, except where prohibited by law. If a free trial or introductory offer converts to a paid Subscription, the Automatic Renewal, disclosure, consent, reminder, and cancellation terms in Section 8.2 apply, and unless You cancel before the end of the trial or promotional period, You will be charged the disclosed price when that period ends. Where applicable law requires advance notice before a free-trial or promotional offer converts to a paid charge, the Company will provide that notice within the time the law requires.

8.6 Refunds & Cancellation Policy

Except (a) as expressly stated in these Terms or at the point of sale, (b) as required by applicable law, or (c) as provided under a Clinic's or Fulfillment Partner's own policy, all fees and charges are non-refundable, and there are no refunds or credits for partially used periods, unused features, or partial billing cycles. Some U.S. states provide statutory cooling-off, cancellation, or refund rights for certain transactions or consumers; nothing in these Terms waives or limits any non-waivable refund, cancellation, or cooling-off right You may have under applicable law, and such rights are honored to the extent they apply. Where a charge is made on behalf of a Clinic (such as a Deposit or No-Show Fee) or by a Fulfillment Partner (such as a product purchase), refund eligibility and processing are governed by that party's policy. To request a refund or report a billing problem, contact hello@centner.ai.

8.7 Chargebacks & Disputed Charges

If You believe a charge is incorrect, please contact hello@centner.ai promptly so that the Company can investigate and, where appropriate, resolve the issue, which is typically faster than a payment-network dispute. You agree to work with the Company in good faith to resolve billing concerns. If You initiate a chargeback or payment dispute that the Company or the relevant Clinic or Fulfillment Partner determines, after good-faith investigation, to be invalid or made in bad faith (for example, for services rendered, products delivered, or amounts properly owed), the Company reserves the right, to the extent permitted by applicable law, to: (a) dispute the chargeback and provide transaction records to the Payment Processor and card network; (b) charge or recover the disputed amount, together with any chargeback or dispute fees imposed by the Payment Processor or card network; and (c) suspend or terminate Your access to the Platform, Subscriptions, or the Shop. Nothing in this Section 8.7 limits, waives, or shortens any right You have under applicable law — including any right under the Fair Credit Billing Act or Your card agreement to dispute charges with Your card issuer — and the good-faith resolution process described above is voluntary and is not a precondition to exercising those statutory rights.

9. Acceptable Use, User Content & Intellectual Property

This Section governs how you may use the Centner Wellness Platform and the websites at wellness.centner.ai and centner.ai and the Company's native iOS application (collectively, the "Services"), the content you submit through the Services, and the intellectual-property rights in the Services. Capitalized terms used but not defined in this Section have the meanings given to them elsewhere in these Terms & Conditions ("Terms"), including the defined terms "User," "Tier 1," "Tier 2," "Clinic" (or "Tenant"), and "Confidential Information."

Footnote (entity pending): These Terms are entered into by Centner Wellness ("Company," "we," "us," or "our"). The Company is a spin-off entity whose final legal form and state of formation are pending. References to the Company, its Florida, and Miami, Florida, USA (full mailing address available on request) will be conformed once the entity (anticipated to be either a Delaware C-Corporation or a Florida limited liability company) is finalized. The choice of Florida may affect which jurisdiction's law governs the intellectual-property, trade-secret, and reverse-engineering provisions of this Section; that determination will be conformed to the governing-law provisions elsewhere in these Terms.

9.1 Relationship of This Section to Other Agreements and Roles

The Company provides technology — practice-management and clinical-information software, including the Company's proprietary, model-agnostic AI technology. The Company is not a healthcare provider and does not practice medicine. The licensed clinics and practices that use the Services (each a "Tenant" or "Clinic," such as Centner Wellness Brickell) are the healthcare providers and, where applicable, the HIPAA Covered Entities. With respect to Protected Health Information ("PHI"), the Company acts as a HIPAA Business Associate to the Clinics.

Your handling of, and rights in, PHI are governed by the applicable Business Associate Agreement between the Company and the relevant Clinic, the Company's Privacy Policy, and the applicable HIPAA Notice of Privacy Practices ("HIPAA NPP") — not by this Section. The separate business agreement(s) between the Company and the Clinics (including any Master Services Agreement, Business Associate Agreement, and Data Processing Addendum) are outside the scope of these Terms and are referenced for context only. To the extent of any conflict between this Section and an applicable Business Associate Agreement or HIPAA NPP with respect to PHI, that other agreement or notice controls for PHI. Nothing in this Section limits, supersedes, or waives any non-waivable statutory right you may have, including any patient right of access to records under HIPAA or applicable state law; to the extent any provision of this Section conflicts with such a non-waivable right, that right controls and the remainder of this Section remains in effect.

9.2 Acceptable Use of the Services

Your right to access and use the Services is conditioned on your continuing compliance with this "Acceptable Use" sub-section. The following rules apply to all Users, including Tier 1 wellness/client Users (operating off an authenticated User account) and Tier 2 clinical Users (whose account is linked to a Clinic-created or auto-provisioned patient record), as well as to providers and Clinic staff who access the Services.

9.2(a) Accurate information. You agree to provide accurate, current, and complete information when you register for, and while you use, the Services (including health, wellness, scheduling, payment, and telehealth-location information), and to promptly update such information so that it remains accurate. You are responsible for the accuracy of information you submit, and you understand that incomplete or inaccurate information may affect the wellness or clinical information you receive.

9.2(b) Lawful use only. You will use the Services only for their intended, lawful purposes and in compliance with all applicable federal, state, and local laws, rules, and regulations, including healthcare, privacy, consumer-protection, export-control, and anti-fraud laws.

9.2(c) No HIPAA-violating or unauthorized health-data use. You will not use the Services in any manner that would cause the Company or any Clinic to violate HIPAA, the HIPAA Privacy or Security Rules, applicable state medical-confidentiality laws (including, where applicable, the California Confidentiality of Medical Information Act), the Washington My Health My Data Act, or any other applicable health-data law. You will not access, use, or disclose PHI or any other individual's health, wellness, or personal information except as you are specifically authorized to do.

9.2(d) No uploading others' data without authorization. You will not upload, submit, or transmit any personal information, health information, image, recording, or other data concerning any other person unless you have all rights, authorizations, and consents required by law to do so for the purposes contemplated by the Services. You represent and warrant that you have obtained such rights, authorizations, and consents for all User Content you submit that relates to a third party. Where a recording of any person is involved (including voice or video), you further represent that you have obtained all consents required by applicable wiretapping, eavesdropping, and two-party-consent laws.

9.2(e) No credential sharing. Your account credentials are personal to you. You will not share, sell, transfer, or otherwise permit any other person to use your credentials or your account, and you will not access the Services using another person's credentials. You are responsible for maintaining the confidentiality of your credentials and for all activity occurring under your account. You will notify us promptly at hello@centner.ai of any actual or suspected unauthorized use of your account.

9.2(f) No scraping, bulk access, or automated extraction. You will not, and will not permit any third party or automated agent to: (i) scrape, crawl, harvest, index, or otherwise extract data from the Services by automated or manual means except as expressly permitted by us in writing or through a documented Company application programming interface ("API"), if and to the extent the Company makes such an API available, used in accordance with its terms; (ii) access the Services through any bot, spider, script, headless browser, or other automated means; (iii) conduct bulk or systematic retrieval of data or content from the Services; or (iv) evade, disable, circumvent, or exceed any rate limit, usage limit, quota, access control, authentication requirement, CAPTCHA, or other technical or security measure. No right to access the Services through any API is granted by this provision; any API access is subject to a separate written agreement or published API terms.

9.2(g) No security circumvention; no malware. You will not probe, scan, or test the vulnerability of the Services or any related system or network; breach or circumvent any security or authentication measure; access any account, data, system, or network without authorization; or interfere with, disrupt, degrade, or overburden the Services or their infrastructure (including by denial-of-service or distributed-denial-of-service activity). You will not introduce, transmit, or store any virus, worm, trojan horse, ransomware, spyware, time bomb, or other malicious, harmful, or destructive code or material.

9.2(h) No reverse engineering; no extraction of the AI technology. Except to the limited extent this restriction is prohibited by, or is not enforceable under, applicable law (including any non-waivable statutory right to reverse engineer solely for purposes of achieving interoperability of an independently created program, and only to the extent such right cannot be contractually limited), you will not (and will not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, object code, underlying structure, ideas, algorithms, or model architecture of the Services or the Company's proprietary AI technology; (ii) attempt to extract, copy, reconstruct, or derive any AI model, model weights, parameters, training data, embeddings, system prompts, hidden instructions, or other confidential components of the Company's proprietary AI technology, including through prompt-injection, "jailbreaking," model-inversion, extraction, distillation, or similar techniques; or (iii) use outputs of the Services or the Company's proprietary AI technology to train, fine-tune, or develop any competing artificial-intelligence model, product, or service. Nothing in this sub-section (h) restricts your rights under, or overrides the terms of, any open-source or third-party license applicable to a component bundled within the Services, which license governs that component to the extent of any conflict.

9.2(i) No prohibited content. You will not upload, post, transmit, or store any User Content that: infringes or misappropriates any patent, copyright, trademark, trade secret, publicity, privacy, or other right of any person; is unlawful, defamatory, libelous, harassing, abusive, threatening, hateful, obscene, sexually exploitative, or otherwise objectionable; or that you do not have the right to submit.

9.2(j) No autonomous clinical decision-making. You will not use any output of the Company's proprietary AI technology — including wellness chat responses, AI lab-result interpretation, clinical copilot drafts, ambient-scribe drafts, or voice-agent output — to make or implement any autonomous clinical decision without independent review by an appropriately licensed healthcare professional. The Company's AI features are decision-support and informational tools only, display their reasoning and sources where applicable, do not independently make clinical decisions, and require human-in-the-loop review by a licensed professional, who retains sole and final responsibility for all clinical decisions. (See the "Not Medical Advice" and AI-specific provisions elsewhere in these Terms.)

9.2(k) No impersonation or misrepresentation. You will not impersonate any person or entity, misrepresent your identity, affiliation, credentials, or licensure, falsely state or imply that you are licensed or affiliated with the Company or any Clinic, or otherwise misrepresent your relationship with any person or entity. Providers and Clinic staff are solely responsible for ensuring they hold, and maintain in good standing, all licenses required to deliver care in each jurisdiction (including the patient's state for any telehealth session); the Company does not verify, and is not responsible for, provider licensure.

9.2(l) No interference with others. You will not use the Services to violate the security, privacy, or rights of other Users, Clinics, or third parties, or in any way that could expose the Company or any Clinic to legal liability.

Consequences of violation. We may investigate any suspected violation of this Acceptable Use sub-section and may, in our sole discretion and without prior notice (subject to applicable law, any non-waivable statutory right of a User or patient, and any contrary obligation owed to a Clinic regarding patient records), suspend, throttle, restrict, or terminate your access to all or part of the Services; remove or disable access to User Content; preserve and disclose information as permitted or required by law; and pursue any other remedy available at law or in equity. Before any suspension, restriction, or termination that could impair a patient's right of access to, or a Clinic's required retention of, clinical records, we will take commercially reasonable steps, consistent with the applicable Business Associate Agreement and applicable law, to preserve such records and to coordinate with the relevant Clinic so that patient access and record-retention obligations under HIPAA and applicable state law are not impaired. We may also report suspected unlawful activity to appropriate authorities and cooperate with their investigations. Our exercise (or non-exercise) of any of these rights does not waive any other right or remedy.

9.3 User Content

Definition. "User Content" means any data, text, images, audio, video, documents, messages, supplement and goal logs, nutrition and fitness entries, intake responses, feedback, and other content that you submit, upload, post, transmit, generate, or store through the Services. PHI within User Content remains subject to the Business Associate Agreement, the Privacy Policy, and the HIPAA NPP, as described above. Non-clinical, HIPAA-exempt self-entered wellness, fitness, wearable telemetry, supplement-log, and similar information may constitute "Consumer Health Data" subject to applicable state consumer-health-data laws and the Company's separate Consumer Health Data Privacy Policy.

Your ownership. As between you and the Company, you retain all ownership rights you have in your User Content. These Terms do not transfer ownership of your User Content to the Company.

License you grant to the Company. Subject to the Privacy Policy, the applicable Business Associate Agreement and HIPAA NPP (for PHI), and applicable consumer-health-data laws and the Consumer Health Data Privacy Policy (for Consumer Health Data), you grant the Company a non-exclusive, worldwide, royalty-free, sublicensable (to our service providers and processors solely to provide the Services), and transferable (in connection with a permitted assignment of these Terms) license to host, store, copy, transmit, display, process, and otherwise use your User Content solely as necessary to operate, provide, maintain, secure, and support the Services for you and the relevant Clinic.

Separately, and only to the extent permitted by applicable law and the conditions below, the Company may use User Content to improve and develop the Services, subject to the following mandatory limitations:

PHI is excluded from any improvement or development use. PHI may be used only for purposes permitted by HIPAA and the applicable Business Associate Agreement, and may be used for product improvement or development only where it has first been de-identified in accordance with HIPAA (45 C.F.R. § 164.514) or where a valid HIPAA authorization has been obtained;
Consumer Health Data may be used for improvement or development only where any opt-in consent or authorization required by applicable state law (for example, under the Washington My Health My Data Act) has been obtained through the Company's consent infrastructure; and
such use is otherwise in accordance with the Privacy Policy and applicable law.

For clarity, these Terms are not the vehicle for any consent or authorization required by HIPAA or by any consumer-health-data or other privacy law. Where applicable law requires opt-in consent, a separate HIPAA authorization, or a separate consumer authorization for a particular processing or sharing purpose, the Company will rely on the applicable consent or authorization captured through its consent infrastructure (including the telehealth consent, AI-tool consent, and data-sharing consent) and not on these Terms. The Company does not sell your personal data.

Your responsibility for User Content. You are solely responsible for your User Content, including its accuracy, legality, and your right to submit it. You represent and warrant that you have all rights, consents, and authorizations necessary to submit your User Content and to grant the licenses above, and that your User Content does not violate this Section or applicable law. The Company has no obligation to monitor User Content but may review, remove, or disable access to User Content that we believe violates these Terms or applicable law, or that may create liability for the Company or any Clinic. Removal of User Content does not relieve any retention obligation; certain records (including clinical records retained for seven (7) years after the last encounter, or longer where required by state law) are retained as described in the Privacy Policy and HIPAA NPP.

Feedback. If you provide the Company with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), you hereby assign to the Company all right, title, and interest in and to such Feedback, and the Company may use, exploit, and commercialize the Feedback for any purpose without restriction, attribution, or compensation to you, on a royalty-free, perpetual, irrevocable, and worldwide basis. To the extent any Feedback is not assignable, you grant the Company a royalty-free, perpetual, irrevocable, worldwide, sublicensable, and transferable license to use it for any purpose. You agree not to include any PHI, any other individual's personal or health information, or any third party's confidential or proprietary information in any Feedback; the Company's rights in Feedback under this paragraph do not extend to, and the Company will not treat as freely exploitable, any such information that may nonetheless be present, which instead remains governed by the Privacy Policy, the Business Associate Agreement, and applicable law. Feedback (excluding any such information) is not your Confidential Information.

9.4 Company Intellectual Property

Ownership. The Services and all components and content thereof — including the Platform software and source and object code; the Company's proprietary, model-agnostic AI technology (including its models, model weights, parameters, prompts, and configurations); the clinical protocol library; the knowledge graph; databases and data compilations; user interfaces, designs, "look and feel," graphics, text, and audiovisual content; documentation; and all related trademarks, service marks, trade names, logos, and trade dress (collectively, the "Company IP") — are and remain the sole and exclusive property of the Company and its licensors, and are protected by U.S. and international copyright, trademark, patent, trade-secret, and other intellectual-property and proprietary-rights laws. The Company IP does not include your User Content. As between you and the Company, all AI outputs are provided to you under the limited license below and do not transfer any ownership of, or rights in, the Company's proprietary AI technology.

License to you. Subject to your continuing compliance with these Terms, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for their intended purpose and, where applicable, in accordance with your Tier 1 or Tier 2 account permissions. This license is for your own internal, personal, or — for providers and Clinic staff — authorized professional use only.

Reservation of rights. All rights not expressly granted to you in these Terms are reserved by the Company and its licensors. No license or other right is granted to you by implication, estoppel, or otherwise. You acquire no ownership interest in any Company IP under these Terms.

Restrictions. Except as expressly permitted by these Terms or by applicable law that cannot be contractually waived, you will not: copy, modify, adapt, translate, or create derivative works of the Services or Company IP; rent, lease, lend, sell, sublicense, distribute, publish, transfer, or otherwise make the Services available to any third party; remove, obscure, or alter any proprietary notice; or use the Company IP except as expressly authorized. The restrictions in the "Acceptable Use" sub-section above (including those on reverse engineering, scraping, and AI-extraction) apply in addition to these restrictions.

Injunctive relief. You acknowledge that any actual or threatened breach of the "Acceptable Use" sub-section (including the reverse-engineering, AI-extraction, scraping, and security provisions) or of these "Company Intellectual Property" provisions may cause the Company irreparable harm for which monetary damages would be an inadequate remedy, and that the Company is therefore entitled to seek injunctive or other equitable relief, without the necessity of posting a bond where permitted by law, in addition to any other remedy available at law or in equity. This provision is subject to, and does not waive, any agreement to arbitrate disputes set forth in the dispute-resolution provisions of these Terms.

Trademarks. "Centner Wellness," "Centner Wellness Platform," and the associated names, logos, and marks are trademarks or service marks of the Company or its licensors. Tenant names and marks (for example, Centner Wellness Brickell and PP Care USA) are the property of their respective owners. Other names, logos, and marks appearing in the Services are the property of their respective owners. Nothing in the Services grants you any right or license to use any trademark without the prior written permission of its owner.

9.5 Copyright Complaints and DMCA Notice-and-Takedown

The Company respects the intellectual-property rights of others and responds to notices of alleged copyright infringement consistent with the U.S. Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512. If you believe that content available through the Services infringes your copyright, you may submit a written notice to the Company's Designated Agent containing the elements required by 17 U.S.C. § 512(c)(3), including: (i) a physical or electronic signature of the copyright owner or its authorized agent; (ii) identification of the copyrighted work claimed to be infringed; (iii) identification of the material claimed to be infringing and information reasonably sufficient to locate it; (iv) your contact information; (v) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

Designated Agent for notice: Centner Wellness — Copyright Agent, Miami, Florida, USA · privacy@centner.ai, privacy@centner.ai. The Company's Designated Agent is, or will be, registered with the U.S. Copyright Office's DMCA Designated Agent Directory, and these contact details will be kept current.

The Company has adopted and reasonably implements a policy of terminating, in appropriate circumstances and in its discretion, the accounts of Users who are repeat infringers. The Company may remove or disable access to allegedly infringing material at any time. If you believe your content was removed in error, you may submit a counter-notification containing the elements required by 17 U.S.C. § 512(g). Knowingly making a material misrepresentation in a notice or counter-notification may subject you to liability under 17 U.S.C. § 512(f).

9.6 Third-Party Links, Services, and Integrations

The Services may contain links to, or integrate with, third-party websites, applications, content, products, and services that are not owned or controlled by the Company, including (without limitation): a third-party payment processor (e.g., Stripe); a third-party supplement-fulfillment partner (e.g., Fullscript); a wearable/health-device integration partner (e.g., Terra) and the device makers it connects (e.g., Oura, Garmin, Fitbit, Whoop); a third-party video-communications provider used for telehealth; and third-party AI/ML service providers. These third parties are independent, and your use of their services is governed by their own terms and privacy policies. The Company does not control, endorse, or assume responsibility for any third-party services or content and is not liable for them. Dietary supplements available through the Services are sold and fulfilled by third parties and are not manufactured by the Company; statements regarding such products have not been evaluated by the U.S. Food and Drug Administration, and such products are not intended to diagnose, treat, cure, or prevent any disease (see the supplement and commerce provisions elsewhere in these Terms). Where you authorize the Company to retrieve data from a connected third-party account or device (for example, wearable data via the integration partner), you do so subject to that third party's terms and your own authorization, which you may revoke as described in the Privacy Policy. Your dealings with any third party are solely between you and that third party.

9.7 Mobile Application and App-Store Terms (Apple)

If you download, install, or use the Company's native iOS application from the Apple App Store, you acknowledge and agree that these Terms are an agreement between you and the Company only, and not with Apple Inc. ("Apple"), and that the following terms apply and, to the extent these Terms are less restrictive than or otherwise conflict with the Apple Media Services Terms and Conditions or Apple's Licensed Application End User License Agreement, the applicable Apple terms control:

Acknowledgment. These Terms are concluded between you and the Company only, not with Apple. The Company, not Apple, is solely responsible for the iOS application and its content.
Scope of license. The license granted to you for the iOS application is a non-transferable license to use the application on any Apple-branded device that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions, except that the application may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing where permitted by Apple.
Maintenance and support. The Company, not Apple, is solely responsible for providing any maintenance and support services for the iOS application. Apple has no obligation to furnish any maintenance or support services.
Warranty. The Company is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the iOS application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the application; to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the application, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty are the Company's sole responsibility.
Product claims. The Company, not Apple, is responsible for addressing any claims by you or any third party relating to the iOS application or your possession and/or use of it, including: (i) product-liability claims; (ii) any claim that the application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer-protection, privacy, or similar legislation, in each case to the extent not caused by Apple.
Intellectual-property claims. In the event of any third-party claim that the iOS application or your possession and use of it infringes that third party's intellectual-property rights, the Company, not Apple, is solely responsible for the investigation, defense, settlement, and discharge of any such claim.
Legal compliance. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.
Developer name and address. The Company's name and address for purposes of questions, complaints, or claims regarding the iOS application are: Centner Wellness, Miami, Florida, USA (full mailing address available on request), hello@centner.ai.
Third-party beneficiary. You acknowledge and agree that Apple and Apple's subsidiaries are third-party beneficiaries of these Terms with respect to the iOS application, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

You also agree to comply with all applicable third-party terms of agreement when using the iOS application (for example, your wireless data-service agreement). If you obtain the application through any other mobile platform or app store (including, if and when offered, the Google Play Store), the applicable platform operator's terms of service and developer/end-user policies also apply, you agree to comply with them, and any platform-specific terms required by that operator are incorporated by reference and control to the extent required by that operator.

10. Warranties, Liability, Indemnity, Term, Arbitration & General

Note to reviewing attorney / placeholder footnote. Operating entity not yet finalized. The Company spin-off entity and its corporate form (Delaware C-Corporation vs. Florida limited liability company) are pending; conform Centner Wellness, Florida, Miami, Florida, USA (full mailing address available on request), and the governing-law/venue brackets in this cluster once formation completes. If the entity is a Delaware C-Corporation, reconcile the governing-law choice (Delaware) against the arbitration seat/venue (Miami-Dade County, Florida) — these may differ, but confirm intent and update consistently. Capitalized terms not defined in this cluster have the meanings given in the Definitions section and elsewhere in these Terms. Defined terms used in this cluster include: "Platform," "Services," "AI Output," "Clinic" (each a licensed healthcare provider tenant; collectively the "Clinics"), "User Content," "Third-Party Services," and "Company Parties."

Disclaimer of Warranties

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS THE WARRANTIES YOU RECEIVE AND ALLOCATES RISK BETWEEN YOU AND THE COMPANY.

10.1 "As-Is" / "As-Available." EXCEPT AS EXPRESSLY AND UNAMBIGUOUSLY STATED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, THE SERVICES, THE COMPANY'S PROPRIETARY AI TECHNOLOGY, ALL AI OUTPUTS, AND ALL CONTENT, DATA, INTEGRATIONS, AND MATERIALS MADE AVAILABLE THROUGH THE PLATFORM ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

10.2 Disclaimer of Implied Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS AFFILIATES, AND ITS LICENSORS AND SUPPLIERS (INCLUDING THIRD-PARTY SERVICE PROVIDERS) DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

10.3 No Warranty of Performance, Accuracy, or Availability. WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT OR REPRESENT THAT: (i) THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS; (ii) ANY PARTICULAR LEVEL OF UPTIME, AVAILABILITY, OR RESPONSE TIME WILL BE ACHIEVED; (iii) ANY CONTENT, AI OUTPUT, LAB-RESULT INTERPRETATION, WELLNESS INFORMATION, WEARABLE DATA, OR OTHER INFORMATION IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR FIT FOR ANY PURPOSE; (iv) DEFECTS WILL BE CORRECTED; OR (v) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. THE COMPANY HAS NOT AGREED TO ANY SERVICE-LEVEL OR UPTIME COMMITMENT IN THESE TERMS; ANY SUCH COMMITMENT MUST BE IN A SEPARATE SIGNED WRITING.

10.4 AI-Specific Disclaimer. THE COMPANY'S PROPRIETARY AI TECHNOLOGY GENERATES OUTPUTS PROBABILISTICALLY AND MAY PRODUCE INFORMATION THAT IS INACCURATE, INCOMPLETE, OUTDATED, OR OTHERWISE UNRELIABLE (INCLUDING SO-CALLED "HALLUCINATIONS"). AI OUTPUTS — INCLUDING THE PATIENT-FACING WELLNESS AI CHAT ASSISTANT, PROVIDER CLINICAL COPILOT, AMBIENT CLINICAL SCRIBE OUTPUTS (E.G., DRAFT SOAP NOTES), AI LAB-RESULT INTERPRETATION, AND VOICE-AGENT / VOICE-INTAKE OUTPUTS — ARE INFORMATIONAL ONLY, ARE NOT MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, AND MUST BE INDEPENDENTLY REVIEWED AND VERIFIED BY A QUALIFIED HUMAN (AND, FOR CLINICAL FEATURES, BY A LICENSED PROVIDER) BEFORE ANY RELIANCE. THE COMPANY MAKES NO REPRESENTATION THAT ANY AI FEATURE IS A MEDICAL DEVICE, IS CLINICALLY VALIDATED, IS DIAGNOSTIC, OR IS EQUIVALENT TO PROFESSIONAL JUDGMENT, AND DOES NOT WARRANT THAT AI OUTPUTS ARE SUITABLE FOR ANY CLINICAL OR HEALTH-RELATED DECISION. The AI features are intended to function as clinical-information and decision-support tools with the licensed provider retaining independent professional judgment and final decision-making authority (human-in-the-loop); they do not make autonomous clinical decisions. The "Not Medical Advice," human-in-the-loop, AI-limitations, and AI-tool-consent provisions elsewhere in these Terms are incorporated here by reference.

10.5 Third-Party Services and Content. The Platform integrates or interoperates with third-party services, including third-party AI/ML service providers, a third-party payment processor, a supplement-fulfillment partner, a wearable-data integration partner and the connected device makers, and a third-party video-communications provider (collectively, "Third-Party Services"). THE COMPANY DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES, THEIR AVAILABILITY, OR THE PRODUCTS, GOODS, OR CONTENT THEY SUPPLY (INCLUDING DIETARY SUPPLEMENTS, WHICH THE COMPANY DOES NOT MANUFACTURE), AND PROVIDES THEM WITHOUT WARRANTY. Dietary supplements are sold and fulfilled by third parties; these statements have not been evaluated by the Food and Drug Administration, and such products are not intended to diagnose, treat, cure, or prevent any disease. Your use of Third-Party Services may be governed by separate terms between you and the relevant provider, and you are responsible for reviewing and complying with those terms.

10.6 Clinical Care Is the Provider's Responsibility. The Company provides technology and practice-management and clinical-information software. THE COMPANY IS NOT A HEALTHCARE PROVIDER, DOES NOT PRACTICE MEDICINE OR ANY LICENSED HEALTH PROFESSION, AND DOES NOT PROVIDE MEDICAL, NURSING, DIAGNOSTIC, OR TELEHEALTH SERVICES. All clinical services, diagnoses, treatment, prescriptions, supervision, clinical record-keeping, and verification of provider licensing in the patient's jurisdiction are the sole responsibility of the Clinics and their licensed providers, who are independent of the Company. Telehealth is not for emergencies; if you are experiencing a medical emergency, call 911 or go to the nearest emergency department. The Company is not responsible for the acts, omissions, or licensing of any Clinic or provider.

10.7 Statutory Carve-Out / Consumer Rights. Some jurisdictions do not allow the exclusion of certain warranties, the exclusion of implied warranties, or limitations on how long an implied warranty lasts, so some of the above exclusions may not apply to you. Nothing in these Terms excludes, restricts, or modifies any warranty, guarantee, right, or remedy that you have under applicable law and that cannot lawfully be excluded, restricted, or modified, including any non-waivable consumer-protection, consumer-health-data, or patient rights. Where an implied warranty cannot be disclaimed but may be limited, it is limited to the shorter of thirty (30) days from first use or the minimum period permitted by applicable law. This Section gives you specific legal rights, and you may also have other rights that vary by jurisdiction.

Limitation of Liability

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS THE COMPANY'S LIABILITY TO YOU.

10.8 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS (COLLECTIVELY, THE "COMPANY PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, DATA, OR DATA USE, OR COST OF SUBSTITUTE SERVICES ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM, THE SERVICES, OR ANY AI OUTPUT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, AND EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THIS EXCLUSION DOES NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED, INCLUDING AS SET OUT IN SECTION 10.11.

10.9 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 10.11, THE COMPANY PARTIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM, OR THE SERVICES WILL NOT EXCEED THE GREATER OF (i) THE TOTAL AMOUNTS YOU ACTUALLY PAID TO THE COMPANY FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (ii) ONE HUNDRED U.S. DOLLARS (US$100). THIS CAP IS CUMULATIVE AND NOT PER-INCIDENT; THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE IT. Amounts paid to Clinics, third-party payment processors, supplement-fulfillment partners, or other third parties are not amounts "paid to the Company" for purposes of this cap.

10.10 Basis of the Bargain. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK, FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY, AND WOULD NOT BE COMMERCIALLY REASONABLE FOR THE COMPANY TO OFFER THE SERVICES (INCLUDING WHERE OFFERED AT NO CHARGE) WITHOUT THEM.

10.11 Carve-Outs / Savings Clause. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, INCLUDING LIABILITY FOR: (i) DEATH OR PERSONAL OR BODILY INJURY CAUSED BY A COMPANY PARTY'S NEGLIGENCE; (ii) GROSS NEGLIGENCE, WILLFUL MISCONDUCT, RECKLESSNESS, OR FRAUD OR FRAUDULENT MISREPRESENTATION; (iii) VIOLATIONS OF NON-WAIVABLE CONSUMER-PROTECTION, CONSUMER-HEALTH-DATA, OR HEALTH-PRIVACY STATUTES; OR (iv) ANY OTHER LIABILITY THAT APPLICABLE LAW PROHIBITS LIMITING. The exclusion of "personal or bodily injury or emotional distress" damages has been removed from Section 10.8 and is instead addressed here so that the Company does not purport to disclaim liability for personal or bodily injury caused by its own negligence — an exclusion that is unenforceable and against public policy in many states, particularly for a healthcare-adjacent product. Where liability cannot be excluded but may be limited, the Company Parties' liability is limited to the greatest extent permitted by applicable law.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company Parties from and against any and all third-party claims, demands, actions, investigations, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) your access to or use of the Platform, the Services, or any AI Output; (b) your User Content or any content, information, or data you submit, post, or transmit; (c) your violation of these Terms or of any applicable law, regulation, or third-party right (including privacy, publicity, or intellectual-property rights); (d) your misuse of the Platform or any Third-Party Service, or your breach of any third-party terms; (e) your provision of inaccurate, incomplete, or unauthorized information (including health, demographic, payment, or telehealth-location information); or (f) any dispute between you and a Clinic, provider, or other user. To the extent applicable law in your state of residence limits or prohibits a consumer's obligation to defend or indemnify a business, this Section applies only to the extent permitted by that law.

The Company will provide reasonable notice of any claim subject to indemnification; provided that a failure or delay in providing notice will not relieve you of your obligations except to the extent you are materially prejudiced. The Company may, at its option and your expense, assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate. You may not settle any claim in a manner that imposes any obligation or liability on, or admits fault by, any Company Party without that Company Party's prior written consent. This Section does not require you to indemnify a Company Party for that party's own negligence, gross negligence, willful misconduct, or fraud, or where indemnification is prohibited by applicable law.

Term & Termination

10.12 Term. These Terms take effect when you first accept them or first access or use the Platform, whichever is earlier, and continue until terminated as set out below.

10.13 Termination by You. You may stop using the Platform at any time and may terminate these Terms by closing your account through the in-app account controls or by contacting hello@centner.ai. Termination does not entitle you to a refund except as expressly provided in the payments/auto-renewal provisions of these Terms or as required by applicable law, and does not relieve you of charges already incurred. Cancellation of a paid subscription, membership, or other recurring charge is governed by the auto-renewal and cancellation provisions elsewhere in these Terms, which provide for easy online (click-to-cancel) cancellation in the same medium used to subscribe.

10.14 Termination or Suspension by the Company. The Company may suspend, restrict, or terminate your access to all or part of the Platform, with or without notice, if: (i) you materially breach these Terms or any incorporated policy; (ii) the Company reasonably believes your conduct creates risk, harm, or legal exposure to the Company, other users, a Clinic, or any third party (including security, fraud, safety, or abuse concerns); (iii) required to do so by law, a Clinic instruction, or a Third-Party Service; (iv) your account is inactive for an extended period; or (v) the Company discontinues the Platform or a feature. Where practicable and lawful, the Company will provide notice; for material risk, security, fraud, or legal reasons, suspension or termination may be immediate. Suspension or termination of your access does not by itself terminate any paid subscription's cancellation/refund rights you may have under the payments/auto-renewal provisions or applicable law.

10.15 Effect of Termination. Upon termination or expiration: (i) your right to access and use the Platform immediately ceases; (ii) any licenses granted to you terminate; and (iii) the Company may deactivate or delete your account and associated Tier 1 (wellness/client) account data, subject to the data-handling and retention provisions of these Terms and the Privacy Policy. Termination of these Terms does not affect any Clinic's separate legal obligations as a HIPAA Covered Entity, and does not alter clinical-record retention, which is handled by the Clinic and governed by HIPAA, the applicable Business Associate arrangement, and the HIPAA Notice of Privacy Practices (generally retained for at least seven (7) years after the last encounter, or longer where state law requires). The Company's handling, return, or destruction of Protected Health Information upon termination is governed by the applicable Business Associate arrangement between the Company and the Clinic, and not by these consumer Terms. Data handling on termination is otherwise governed by the data, privacy, and retention provisions of these Terms and the separate Privacy Policy and Consumer Health Data Privacy Policy referenced therein, which this Section incorporates by reference.

10.16 Survival. Any provision that by its nature should survive termination will survive, including: Disclaimer of Warranties; Limitation of Liability; Indemnification; Dispute Resolution (including the arbitration agreement and class-action waiver); accrued payment obligations; intellectual-property and license provisions; the data, privacy, and confidentiality provisions; and these General provisions.

Dispute Resolution; Binding Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT, TO HAVE A JURY DECIDE YOUR CLAIMS, AND TO PARTICIPATE IN A CLASS ACTION. IT REQUIRES INDIVIDUAL ARBITRATION OF MOST DISPUTES. YOU HAVE A RIGHT TO OPT OUT, AS DESCRIBED BELOW.

10.17 Governing Law. These Terms, and any dispute arising out of or relating to them, the Platform, or the Services, are governed by the laws of the State of Florida [bracketed pending entity formation — substitute the State of Delaware if the entity is a Delaware C-Corporation], without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Federal Arbitration Act ("FAA") governs the interpretation and enforcement of the arbitration agreement in this Section. This choice of law does not deprive you of the protection of any non-waivable consumer or patient right under the law of your state of residence.

10.18 Informal Dispute Resolution (Required First Step). Before initiating arbitration or any small-claims action, you and the Company agree to attempt to resolve any dispute informally. The party raising the dispute must send a written Notice of Dispute to the other (to the Company at privacy@centner.ai and Miami, Florida, USA (full mailing address available on request); to you at the contact information associated with your account) describing the dispute and the relief sought. The parties will negotiate in good faith for at least sixty (60) days from receipt of the Notice of Dispute (the "Informal Resolution Period"). This Informal Resolution Period is a condition precedent to commencing arbitration. The applicable statute of limitations and any arbitration fee deadlines are tolled during the Informal Resolution Period. Either party may, on request, participate in an individualized telephone or video settlement conference during this period.

10.19 Binding Arbitration. If a dispute is not resolved within the Informal Resolution Period, the dispute will be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (and, where applicable, its Mass Arbitration Supplementary Rules), as modified by these Terms, rather than in court, except as expressly provided below. If the AAA is unavailable or declines to administer the arbitration, the parties will select a mutually agreed alternative administrator (or, failing agreement, a court of competent jurisdiction in the Forum identified below will appoint one) that will apply rules substantially similar to the AAA Consumer Arbitration Rules. The arbitration will be conducted by a single neutral arbitrator. The seat and venue of the arbitration will be Miami-Dade County, Florida [bracketed pending entity formation], provided that you may elect to participate by telephone or video, and that for claims under US$25,000 the arbitration may proceed on documents only unless the arbitrator orders otherwise. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction. Arbitration filing and administration fees are governed by the AAA rules; the Company will pay or reimburse fees to the extent required by those rules or applicable law, and will not seek its attorneys' fees from you except as permitted by law for a frivolous or bad-faith claim. Nothing in this Section requires you to travel; if the seat is inconvenient, the arbitrator may hold hearings remotely or, where required by applicable law or AAA rules, in or near your county of residence.

10.20 Delegation. The arbitrator, and not any court, has the exclusive authority to resolve all threshold issues, including any dispute about the formation, existence, scope, interpretation, applicability, enforceability, or arbitrability of this arbitration agreement or any portion of it; provided, however, that a court of competent jurisdiction, and not the arbitrator, will decide any challenge to the enforceability of the Class-Action / Collective / Representative Waiver in Section 10.21. This delegation provision is severable from the remainder of the arbitration agreement.

10.21 Class-Action, Collective, and Representative Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate or join the claims of more than one person and may not preside over any form of class, collective, or representative proceeding. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide that party relief. If this Class-Action / Collective / Representative Action Waiver is found to be unenforceable as to a particular claim or request for relief, then that claim or request for relief (and only that claim or request) will be severed from arbitration and brought in the court identified in the Forum provision below, while all other claims will proceed in arbitration. Notwithstanding the Delegation provision, the enforceability of this Waiver is for a court to decide. This Waiver does not bar a party from seeking public injunctive relief to the extent such relief cannot lawfully be waived under applicable law.

10.22 Jury-Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND THE COMPANY EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY.

10.23 30-Day Right to Opt Out. You may opt out of this arbitration agreement (including the class-action and jury-trial waivers) by sending written notice within thirty (30) days after you first accept these Terms. The opt-out notice must be sent to privacy@centner.ai (subject line: "Arbitration Opt-Out") or by mail to Centner Wellness, Miami, Florida, USA (full mailing address available on request), and must include your full name, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms or your use of the Platform, and will not affect the validity of the arbitration agreement for users who do not opt out. If you opt out, disputes will be resolved in the courts identified in the Forum provision below.

10.24 Small-Claims and Injunctive/IP Carve-Outs. Notwithstanding the foregoing, either party may: (i) bring an individual claim in a small-claims court of competent jurisdiction if the claim qualifies and remains in that court on an individual (non-class) basis; and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual-property rights, confidential information, or data-security obligations. Seeking such relief does not waive the right to arbitrate any other dispute.

10.25 Mass-Arbitration / Batching Procedure. If twenty-five (25) or more similar arbitration demands are submitted against the Company by or with the assistance of the same or coordinated counsel, the parties agree the demands will be administered under the AAA Mass Arbitration Supplementary Rules and resolved using a bellwether/batching protocol: the parties will select a reasonable number of representative cases to be arbitrated first, and the results will inform good-faith negotiation or mediation of the remaining cases. No outcome in a bellwether case is binding precedent on any non-party, no claim will be held in indefinite abeyance, and the applicable statute of limitations and any filing-fee deadlines are tolled for all cases in the queue until each such case is reached. This procedure may not be applied in a manner that effectively prevents any individual from pursuing relief; if it would, it does not apply to that individual's claim.

10.26 Severability of this Section. Except as stated in the Class-Action Waiver and Delegation provisions above, if any portion of this Dispute Resolution Section is found unenforceable, that portion will be severed and the remainder will continue to apply.

10.27 Forum for Non-Arbitrable Matters. For any dispute not subject to arbitration, and for actions to compel arbitration or enforce an award, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida [bracketed pending entity formation], and waive any objection to that venue, except where a user's non-waivable home-state law provides otherwise.

General Provisions

10.28 Changes to These Terms. The Company may modify these Terms from time to time. The Company will post the updated Terms with a revised "Effective Date" / June 1, 2026 and, where required by law or where a change is material, will provide reasonable advance notice (for example, by email or in-app notice). For material changes, the Company will, where required, obtain your affirmative consent (renewed click-through acceptance) before the change applies to you; non-material changes are effective upon posting. Any consent required under consumer-health-data laws (for example, for new processing of consumer health data) will be obtained through a separate, unbundled consent flow and will not be deemed given merely by your acceptance of these Terms. Changes do not apply retroactively to a dispute of which the Company has actual notice. If you do not agree to the updated Terms, you must stop using the Platform; your continued use after a change becomes effective constitutes acceptance to the extent permitted by law.

10.29 Acceptance and Records. You accept these Terms through an affirmative action (such as checking an "I agree" box or clicking to accept) presented conspicuously at signup or first use. The Company may record and retain the version of the Terms you accepted and the date, time, and method of acceptance, and may rely on those records as evidence of your assent.

10.30 Assignment. The Company may assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law (including assignment to the spin-off operating entity upon its formation), without your consent. You may not assign or transfer these Terms or any rights or obligations under them without the Company's prior written consent, and any attempted assignment in violation of this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.

10.31 Entire Agreement. These Terms, together with the documents and policies expressly incorporated by reference (including the Privacy Policy, the separate Consumer Health Data Privacy Policy, the HIPAA Notice of Privacy Practices, any telehealth informed-consent, AI-tool consent, and data-sharing consent flows, the Apple App Store EULA terms, and any payment or order terms), constitute the entire agreement between you and the Company regarding the Platform and supersede all prior or contemporaneous understandings on that subject. In the event of a conflict, the order of precedence is: (1) the HIPAA Notice of Privacy Practices and applicable Business Associate arrangement for matters concerning Protected Health Information; (2) any non-waivable consumer-health-data consent flow for matters within its scope; (3) a separately signed agreement between you and the Company, if any; (4) these Terms; (5) other incorporated policies. The separate B2B agreement(s) between the Company and the Clinics (including the MSA, BAA, and DPA) are not part of these Terms and do not confer rights on you.

10.32 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions will remain in full force and effect, except as otherwise expressly provided in the Dispute Resolution Section.

10.33 No Waiver. No failure or delay by the Company in exercising any right under these Terms operates as a waiver, and no single or partial exercise of any right precludes any further exercise. Any waiver must be in writing and signed by an authorized representative of the Company to be effective.

10.34 Force Majeure. The Company is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, labor disputes, governmental action, utility or telecommunications failures, internet or cloud-hosting outages, cyberattacks, or failures or acts of Third-Party Services. This Section does not excuse any obligation to safeguard data or to provide notification of a security incident to the extent required by applicable law.

10.35 Relationship of the Parties. You and the Company are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, employment, or fiduciary relationship, and neither party may bind the other. The Company is not a party to, and assumes no responsibility for, the provider-patient relationship between you and any Clinic or provider.

10.36 Notices; How the Company Contacts You. The Company may provide notices to you by email to the address associated with your account, by in-app or in-Platform message, or by posting on the Platform, and you consent to receiving notices electronically. It is your responsibility to keep your contact information current. You must send legal notices to the Company at Centner Wellness, Miami, Florida, USA (full mailing address available on request), Attn: Legal, with a copy to privacy@centner.ai; notices to the Company are effective upon confirmed receipt. Notices to you are effective when sent or posted.

10.37 U.S.-Only; Export Compliance. The Platform is intended for users located in the United States, and the Company's data is hosted in the United States. The Company makes no representation that the Platform is appropriate or available for use outside the United States; if you access it from elsewhere, you do so on your own initiative and are responsible for compliance with local law. You represent that you are not located in, and will not use the Platform from, any country or region subject to U.S. government embargo or designated as supporting terrorism, and that you are not on any U.S. government restricted-party or denied-party list. You agree to comply with all applicable U.S. export-control and sanctions laws.

10.38 Governing Language. These Terms are drafted and executed in the English language, which controls in all respects. Any translation (including any Spanish-language translation provided for the convenience of users in the Miami-Dade market) is provided for convenience only; in the event of a conflict, the English version prevails, except where applicable foreign-language contract-disclosure law (for example, California Civil Code § 1632 for certain Spanish-language-negotiated transactions) requires otherwise.

10.39 Third-Party Beneficiaries. Except as expressly stated (including the Company Parties' right to enforce the risk-allocation provisions, and Apple Inc. and its subsidiaries' rights as third-party beneficiaries under the Apple App Store EULA terms, which are set out in full in the iOS/Apple EULA section of these Terms), these Terms do not create any third-party-beneficiary rights.

10.40 Survival; Headings; Interpretation. The Survival provision in Section 10.16 applies to these General provisions. Section headings and numbering are for convenience only and do not affect interpretation. "Including" means "including without limitation." References to "Sections" are to sections of these Terms as numbered in the final assembled document.

10.41 Contact. Questions about these Terms may be directed to:

Centner Wellness Miami, Florida, USA (full mailing address available on request) Legal / Privacy: privacy@centner.ai Support: hello@centner.ai Privacy Contact / Privacy Team — privacy@centner.ai Effective Date: June 1, 2026

Entity formation pending. As of the Effective Date, the operating entity for the Services is being established as a spin-off, and the entity's final legal name, organizational form (Delaware C-Corporation versus Florida limited liability company), state of formation, and registered address have not been finalized. All references to "Centner Wellness," "Florida," "company," and "Miami, Florida, USA (full mailing address available on request)" are placeholders to be completed upon entity formation. Until the operating entity is formed and these placeholders are completed, the Services are made available by the entity or individuals currently operating them, who will be the "Company" for purposes of these Terms and will succeed to and assign these Terms to the formed entity upon formation. The Services are founded by Matty and Leila Centner; the flagship and first participating Clinic is Centner Wellness Brickell (Miami, Florida). The choice of operating entity and state of formation may affect the governing law and arbitration venue stated in the Dispute Resolution section and the developer-identification terms required by the App store EULA.↩︎
Entity formation pending. As of the Effective Date, the operating entity for the Services is being established as a spin-off, and the entity's final legal name, organizational form (Delaware C-Corporation versus Florida limited liability company), state of formation, and registered address have not been finalized. All references to "Centner Wellness," "Florida," "company," and "Miami, Florida, USA (full mailing address available on request)" are placeholders to be completed upon entity formation. Until the operating entity is formed and these placeholders are completed, the Services are made available by the entity or individuals currently operating them, who will be the "Company" for purposes of these Terms and will succeed to and assign these Terms to the formed entity upon formation. The Services are founded by Matty and Leila Centner; the flagship and first participating Clinic is Centner Wellness Brickell (Miami, Florida). The choice of operating entity and state of formation may affect the governing law and arbitration venue stated in the Dispute Resolution section and the developer-identification terms required by the App store EULA.↩︎
Entity formation pending. As of the Effective Date, the operating entity for the Services is being established as a spin-off, and the entity's final legal name, organizational form (Delaware C-Corporation versus Florida limited liability company), state of formation, and registered address have not been finalized. All references to "Centner Wellness," "Florida," "company," and "Miami, Florida, USA (full mailing address available on request)" are placeholders to be completed upon entity formation. Until the operating entity is formed and these placeholders are completed, the Services are made available by the entity or individuals currently operating them, who will be the "Company" for purposes of these Terms and will succeed to and assign these Terms to the formed entity upon formation. The Services are founded by Matty and Leila Centner; the flagship and first participating Clinic is Centner Wellness Brickell (Miami, Florida). The choice of operating entity and state of formation may affect the governing law and arbitration venue stated in the Dispute Resolution section and the developer-identification terms required by the App store EULA.↩︎

Centner Wellness Platform — Terms & Conditions of Use

Please Read This First — Summary of Key Terms

Table of Contents

1. Acceptance, Eligibility & Accounts

Acceptance of These Terms

Incorporation of Other Terms by Reference

Eligibility

Account Registration and Security

Consent to Electronic Communications and Signatures

2. Definitions

3. The Services & Role of the Company vs. Clinics

3.1 Overview of the Platform

3.2 The Company Is a Technology Provider, Not a Healthcare Provider

3.3 HIPAA Role: Business Associate

3.4 Two-Tier Account Model

3.5 Multi-Tenant Architecture

3.6 Availability; Modifications; Beta and Preview Features

3.7 Mobile and iOS App; Updates

4. Medical, Wellness & No-Emergency Disclaimers

4.1 Relationship Between the Company, the Clinics, and You

4.2 General Information Only — Not Medical Advice

4.3 No Reliance; Your Responsibility for Health Decisions

4.4 AI Features Are Informational Tools — Not a Clinician

4.5 Telehealth

4.6 Integrative Medicine, Longevity Protocols, and Individual Results

4.7 Dietary Supplements

4.8 NOT FOR EMERGENCIES — Call 911

4.9 No Guarantee of Health Outcomes; Effect of Disclaimers

5. AI Features, Limitations & Consent

5.1 Description of the AI Features

5.2 AI Limitations and No-Reliance

5.3 Practice-Management / Clinical-Information Software — Not a Medical Device

5.4 Eligibility; Minors

5.5 Consent to AI Processing

5.6 No Autonomous Treatment Decisions

5.7 Ownership and Use of AI Output

5.8 Prohibited Uses of the AI Features

5.9 Conspicuous In-Product Notices Control

6. Telehealth Services

6.1 What Telehealth Is and Who Provides It

6.2 Telehealth Informed-Consent Acknowledgments

6.3 Provider Licensing and Governing Law of the Visit

6.4 Your Obligation to Confirm Your Location

6.5 Recording, Documentation, and Storage of Encounters

6.6 Technology Requirements, Connectivity, and Limitations

6.7 Not for Emergencies

6.8 Withdrawing Consent to Telehealth

6.9 Relationship to Other Terms

7. Privacy, Health Data, Wearables & Third-Party Services

7.1 How Your Data Is Governed; Relationship to the Privacy Policy and HIPAA Notice

7.2 Security, Hosting, and Data Location

7.3 No Sale of Personal Data; No Geofencing of Health Data

7.4 Your Content and Data; License to the Company

7.5 Wearables and Connected Health Devices

7.6 Third-Party Services Generally

7.7 Your State Privacy Rights

7.8 Data Retention and Deletion

8. Payments, Subscriptions, Auto-Renewal, Shop & Supplements

8.1 Fees, Billing Authorization & Payment Information

8.2 Subscriptions, Memberships & Automatic Renewal

8.3 Appointment Deposits, Cancellation & No-Show Fees

8.4 The Shop — Products & Supplements

8.5 Free Trials & Promotions

8.6 Refunds & Cancellation Policy

8.7 Chargebacks & Disputed Charges

9. Acceptable Use, User Content & Intellectual Property

9.1 Relationship of This Section to Other Agreements and Roles

9.2 Acceptable Use of the Services

9.3 User Content

9.4 Company Intellectual Property

9.5 Copyright Complaints and DMCA Notice-and-Takedown

9.6 Third-Party Links, Services, and Integrations

9.7 Mobile Application and App-Store Terms (Apple)

10. Warranties, Liability, Indemnity, Term, Arbitration & General

Disclaimer of Warranties

Limitation of Liability

Indemnification

Term & Termination

Dispute Resolution; Binding Arbitration; Class-Action Waiver

General Provisions