Terms of Service

1. Acceptance of Terms

By accessing or using the Patmos Health website, clinic ordering portal, or sales agent portal (collectively, the “Services”), you agree to these Terms of Use (“Terms”). If you do not agree, do not use the Services.

If you are using the Services on behalf of an entity (such as a clinic or other organization), you represent and warrant that you have authority to bind that entity to these Terms. In that case, “you” and “your” refer to the entity and its authorized users.

2. Who the Services are for

The Services may include:

• Public-facing website content
• A clinic portal for placing and managing orders
• A sales agent portal for account management, onboarding clinics, and viewing commission-related information

The Services are intended for use by authorized clinics and authorized sales agents. The Services are not intended for consumers or patients.

3. Accounts, access, and security

3.1 Account registration and authorization

Some features require an account. You agree to provide accurate information and keep it updated. We may require verification and may approve, reject, or revoke accounts at our discretion.

3.2 Credential security

You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You must notify us promptly of any suspected unauthorized use or security incident related to your account.

3.3 Role-based access

We may provide different permissions based on role (e.g., clinic admin, clinic staff, sales agent). You agree not to access data or functionality you are not authorized to access.

4. Orders (Clinic Portal)

4.1 Ordering process; acceptance

Clinic purchase orders submitted through the Services are offers to purchase and are not binding until accepted by Patmos Health. We may accept, reject, cancel, or limit orders at our discretion, including for compliance, availability, fraud, or credit reasons.

4.2 Pricing and availability

Product availability and pricing may change at any time. Unless required by applicable law, we do not guarantee that pricing or availability displayed is error-free.

4.3 Shipping, returns, and refunds

Shipping, returns, and refunds (if any) are governed by our then-current shipping/returns policies or other written terms provided to the clinic. Some products may be non-returnable due to regulatory, safety, or product integrity requirements.

4.4 No medical advice

Information on the Services is for business and informational purposes only and is not medical advice. Clinics are solely responsible for patient care and medical decision-making.

5. Sales Agent Portal (Commission and onboarding features)

5.1 Informational nature of portal data

Any commission-related dashboards, statements, calculations, estimates, or transaction detail displayed in the sales agent portal are provided for convenience and may be preliminary, delayed, incomplete, or corrected. Final commission eligibility, amounts, timing, chargebacks, and any dispute process are governed by the applicable independent sales representative agreement (or other written agreement) between you and Patmos Health.

5.2 Onboarding and clinic interactions

Sales agents may be able to submit or manage clinic information. You agree to use such features solely for legitimate, authorized sales representation activities, and only with appropriate authorization from the clinic and Patmos Health.

5.3 No authority to bind

Sales agents are not authorized to bind Patmos Health to any contract or terms unless expressly authorized in writing. You agree not to represent otherwise.

6. Compliance obligations (HIPAA + healthcare laws)

6.1 General compliance

You agree to comply with all applicable laws, regulations, and industry requirements relevant to your use of the Services, including laws and regulations applicable to marketing and selling regulated healthcare products.

6.2 HIPAA and sensitive information

The Services may involve information that is sensitive, confidential, or regulated (including health-related information). You agree:

• not to upload, enter, or share information beyond what is necessary for the intended purpose (“minimum necessary”), and
• to use appropriate safeguards to protect any sensitive information you access or transmit through the Services.

If you have a separate agreement with Patmos Health (such as a Business Associate Agreement or an independent sales representative agreement), those agreements may impose additional restrictions and obligations.

6.3 Prohibited inducements

You agree not to offer, provide, solicit, or accept any improper remuneration or inducement in connection with your activities through the Services.

7. Prohibited uses

You may not (and may not permit anyone else to):

• Use the Services for any unlawful purpose
• Attempt to gain unauthorized access to any accounts, systems, or data
• Interfere with or disrupt the Services (including by introducing malware)
• Scrape, crawl, or harvest data from the Services except as explicitly permitted
• Reverse engineer or attempt to discover source code or underlying models/systems (except to the extent prohibited by law)
• Upload or transmit any content that infringes intellectual property, violates privacy, or contains confidential information you do not have rights to use
• Use the Services to contact or attempt to identify patients or individuals based on de-identified information

8. Intellectual property

The Services and all associated content, software, branding, and materials are owned by Patmos Health or its licensors and are protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes.

9. Confidentiality

You may receive non-public information through the Services (including pricing, product details, customer lists, commission data, operational workflows, and other proprietary information). You agree to keep such information confidential and use it only for authorized business purposes.

10. Third-party services

The Services may integrate with or link to third-party services. We are not responsible for third-party services and do not control their terms or privacy practices. Your use of third-party services is at your own risk.

11. Disclaimer of warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, PATMOS HEALTH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PATMOS HEALTH WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PATMOS HEALTH’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100) OR THE AMOUNTS YOU PAID TO PATMOS HEALTH FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER.

(Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.)

13. Indemnification

You agree to defend, indemnify, and hold harmless Patmos Health and its affiliates, and each of their officers, directors, employees, contractors, and agents, from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• your use of the Services,
• your violation of these Terms,
• your violation of law (including privacy, security, or healthcare compliance obligations), or
• your infringement or misappropriation of any intellectual property or other rights of any person or entity.

14. Suspension and termination

We may suspend or terminate your access to the Services at any time, with or without notice, if we believe you have violated these Terms, pose a security risk, or create legal/compliance risk. Upon termination, the license granted to you ends, and you must stop using the Services.

15. Changes to the Services and Terms

We may modify the Services at any time. We may also update these Terms from time to time. If we make material changes, we will take reasonable steps to provide notice (for example, by posting the updated Terms). Continued use after changes become effective constitutes acceptance.

16. Governing law; venue

These Terms are governed by the laws of the State of Wyoming, without regard to conflict of law principles. Any disputes will be brought in the courts specified in applicable written contracting documentation between you and Patmos Health, unless otherwise required by applicable law.

17. Contact

Questions about these Terms can be sent to mike@patmoshealth.com.

18. Additional terms may apply

If you have a separate written agreement with Patmos Health (including a Business Associate Agreement or a sales representative agreement), that agreement controls to the extent of any conflict with these Terms.