Terms of Service | BioInsights

Bioinsights

Effective Date: January 13, 2025

Welcome to Bioinsights, LLC

AN IMPORTANT NOTE: THESE TERMS AND CONDITIONS REQUIRE THE BINDING ARBITRATION OF DISPUTES ON AN INDIVIDUALIZED BASIS. EXCEPT AS PROVIDED HEREIN, BY AGREEING TO THESE TERMS AND CONDITIONS, YOU HEREBY WAIVE YOUR RIGHTS TO: (A) SEEK RELIEF IN A COURT OF LAW; (B) HAVE DISPUTES DECIDED BY A JUDGE OR JURY; AND (C) PARTICIPATE IN A CLASS ACTION LAWSUIT AGAINST BIOINSIGHTS. PLEASE REVIEW SECTION 17 FOR MORE DETAILS.

These Terms of Service (the "Terms") constitute a legally binding contract between you ("you," "your," or "User") and Bioinsights, LLC ("Bioinsights," "we," "us," or "our") that governs your access to and use of our services and products, including but not limited to: (a) your use of the website www.bioinsights.com and/or app.bioinsights.com (the "Sites") and its features; and (b) any purchases and/or uses of our Services.

BY ACCESSING AND/OR MAKING USE OF OUR SERVICES, INCLUDING WITHOUT LIMITATION VIA OUR WEBSITE, ADVERTISEMENTS, AND/OR APPLICATIONS, YOU REPRESENT THAT YOU FULLY UNDERSTAND AND AGREE TO BE UNCONDITIONALLY BOUND BY THESE TERMS IN THEIR ENTIRETY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SERVICES. By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree with any part of these Terms, please discontinue use of our Services immediately.

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Table of Contents:

Definitions
Acceptance of Terms
Our Services and Limitations
User Responsibilities
Intellectual Property Rights
Privacy and Data Protection
User Content
Third-Party Services and Content
Disclaimer of Warranties
Limitation of Liability
Indemnification
Termination
Governing Law
Modifications to the Services
Miscellaneous
Contact Information
Binding Arbitration of Disputes on an Individual Basis
Changes to Terms

19. Acknowledgment

1. Definitions

"Account" means a unique user account created for access to our Services.
"Affiliates" refer to Bioinsights' officers, directors, employees, agents, partners, and licensors.
"Content" refers to any text, graphics, images, software, audio, video, information, or other materials available through our Services.
"Personal Information (PII)" means information that identifies, relates to, or could reasonably be linked with you.
"Protected Health Information (PHI)" has the meaning given under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA").
"Services" refer to all services provided by Bioinsights, including the Site and any software, tools, or applications offered.
"User Content" means any information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials that you submit to or through the Services.

2. Acceptance of Terms

By accessing or using our Services, you represent that:

You are at least 18 years old and have the legal capacity to enter into these Terms.
You have read, understand, and agree to be bound by these Terms.
You will comply with all applicable laws and regulations when using our Services.

3. Our Services and Limitations

A. Nature of Services

Bioinsights provides software tools to assist licensed healthcare providers in delivering functional medicine services. Our platform:

Guides users through patient intake processes to gather information about medical histories and current symptoms.
Suggests potential laboratory tests likely to reveal cellular dysfunctions causing symptoms.
Compares lab results to optimal biomarker ranges to measure the degree of cellular dysfunction.
Provides guidance on possible Functional Conditions based on probabilities, statistics, and evidence-based medical research.
Shows potential treatments using natural hormones, diet, supplementation, and medications.

B. No Medical Advice

Bioinsights does not practice medicine, provide medical advice, make medical diagnoses, or prescribe medications.
The software and any information provided therein are intended for informational and educational purposes only.
Our Services are not a substitute for professional medical judgment, advice, diagnosis, or treatment.
All clinical decisions are the sole responsibility of the licensed healthcare provider using the software.

C. No Doctor-Patient Relationship

Your use of our Services does not establish a doctor-patient relationship between you and Bioinsights.

4. User Responsibilities

A. Account Creation

You may need to create an Account to access certain features of our Services.
You agree to provide accurate, current, and complete information during the registration process.
You are responsible for maintaining the confidentiality of your Account credentials.

B. Prohibited Conduct

You agree not to:

Use the Services in any unlawful manner or in a manner that could damage, disable, overburden, or impair the Services.
Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
Attempt to gain unauthorized access to any accounts, computer systems, or networks.
Engage in any activity that violates any third-party rights or any applicable laws.

C. Compliance with Laws

You agree to comply with all applicable local, state, national, and international laws and regulations.

5. Intellectual Property Rights

A. Ownership

All Content, features, functionality, and materials available through our Services—including but not limited to information, software, text, displays, images, video, audio, design, selection, arrangement, logic, and underlying code—are the exclusive property of Bioinsights or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
This includes all logos, trademarks, service marks, trade names, branding elements, and designs displayed on the Services (collectively, the "Marks"), whether registered or unregistered. The Marks are owned by Bioinsights or their respective owners.
All rights not expressly granted to you are reserved by Bioinsights.

B. License

You are granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and Content for your personal, non-commercial use, strictly in accordance with these Terms.
This license is revocable at any time without notice and with or without cause.

C. Restrictions

You agree not to:

Copying and Distribution
- Copy, reproduce, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, or distribute any Content or materials from the Services without the prior written consent of Bioinsights.
Reverse Engineering
- Decompile, disassemble, reverse engineer, or attempt to discover or derive the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services.
Misuse and Misrepresentation
- Use the Services or Content in any way that infringes upon any intellectual property rights or other rights of any third party.
- Impersonate or misrepresent your affiliation with Bioinsights or any other person or entity.
- Use any Meta tags or any other "hidden text" utilizing Bioinsights' name, trademarks, or service marks without our express written consent.
Unauthorized Use of Marks
- Use the Marks without prior written permission from Bioinsights.
- Remove, alter, or obscure any copyright, trademark, or other proprietary rights notices from the Services or Content.
International Protection
- Acknowledge that unauthorized use of the Services or Content may violate applicable laws, including but not limited to copyright laws, trademark laws, privacy and publicity laws, and communications regulations and statutes, both in the United States and internationally.
Data Mining and Extraction
- Use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission.
- Engage in any data mining, data harvesting, data extracting, or any other similar activity.
Security and Integrity
- Attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Services.
Derivative Works
- Modify, adapt, translate, or create derivative works based upon the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Resale and Commercial Use
- Sell, resell, license, sublicense, distribute, rent, lease, transfer, assign, timeshare, or otherwise commercially exploit or make the Services or Content available to any third party.
Compliance with Terms
- Use the Services or Content in any manner not permitted by these Terms.

D. Enforcement

Bioinsights reserves the right to enforce its intellectual property rights to the fullest extent of the law, including seeking civil remedies and criminal prosecution.
We may terminate the Accounts of users who infringe upon intellectual property rights.

6. Privacy and Data Protection

Your use of our Services is subject to our Privacy Policy, which outlines how we collect, use, and protect your Personal Information and PHI.

A. HIPAA Compliance

When handling PHI on behalf of covered entities, we comply with HIPAA regulations.
We enter into Business Associate Agreements (BAAs) as required.

B. Data Security

We implement reasonable security measures to protect your information.
However, we cannot guarantee absolute security.

7. User Content

A. Responsibility for User Content

You are solely responsible for any User Content you submit.
You represent that you have all necessary rights to submit the User Content.

B. License to Bioinsights

By submitting User Content, you grant Bioinsights a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Services.

C. Prohibited Content

You agree not to submit User Content that:

Is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
Infringes on any patent, trademark, trade secret, copyright, or other proprietary rights.

8. Third-Party Services and Content

A. Third-Party Services

Our Services may integrate or link to third-party services.
We do not control or endorse these third-party services.
Your use of third-party services is at your own risk and subject to their terms.

B. Third-Party Content

We are not responsible for any third-party content accessed through our Services.
We do not warrant the accuracy or completeness of any third-party content.

9. Disclaimer of Warranties

A. "As Is" and "As Available"

The Services are provided on an "as is" and "as available" basis.
Bioinsights makes no representations or warranties of any kind, express or implied.

B. No Medical Advice

The Services are not intended to provide medical advice.
Always consult a qualified healthcare provider for medical concerns.

C. No Warranty

Bioinsights disclaims all warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.
We do not warrant that the Services will be uninterrupted, secure, or error-free.

10. Limitation of Liability

A. Exclusion of Damages

To the fullest extent permitted by law, Bioinsights shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses.

B. Cap on Liability

Bioinsights' total liability for all claims arising out of or relating to these Terms or the Services shall not exceed the amount paid by you, if any, for accessing the Services.

C. Basis of the Bargain

The limitations of liability are fundamental elements of the basis of the bargain between you and Bioinsights.

11. Indemnification

You agree to indemnify, defend, and hold harmless Bioinsights and its Affiliates from any claims, liabilities, damages, losses, and expenses arising out of or relating to:

Your use of the Services.
Your violation of these Terms.
Your violation of any rights of a third party, including intellectual property rights.
Any User Content you submit causing damage to a third party.

12.Termination

A. Termination by Bioinsights

We may suspend or terminate your access to the Services at any time, with or without cause, and with or without notice.

B. Termination by You

You may terminate these Terms by discontinuing use of the Services.

C. Effect of Termination

Upon termination, all rights and licenses granted to you will cease.
Sections that by their nature should survive termination will survive.

13. Governing Law

These Terms and any action related thereto will be governed by the laws of the State of Florida, without regard to its conflict of laws provisions.

14. Modifications to the Services

We reserve the right to modify, suspend, or discontinue, temporarily or permanently, the Services or any part thereof with or without notice. You agree that Bioinsights shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

15. Miscellaneous

A. Entire Agreement

These Terms, along with the Privacy Policy, constitute the entire agreement between you and Bioinsights.

B. Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

C. No Waiver

Failure to enforce any right or provision of these Terms will not be deemed a waiver.

D. Assignment

You may not assign these Terms without our prior written consent.
We may assign these Terms without restriction.

E. Force Majeure

We shall not be liable for any failure to perform due to causes beyond our reasonable control.

16. Contact Information

If you have any questions or concerns about these Terms, please contact us at:

Email: legal@bioinsights.com
Address: Bioinsights, LLC
18709 N. Dale Mabry Hwy, Suite A, Lutz, FL 33548

17. Binding Arbitration of Disputes on an Individual Basis

A. Claims subject to arbitration. To the fullest extent permitted by applicable law, you and Bioinsights agree to arbitrate all Claims arising out of or relating to Bioinsights, our Affiliates, these Terms, our Services, any transaction in connection with the Services, Personal Information, or any third-party products and/or services arising out of and/or relating to our Services. This arbitration provision is intended to be broadly interpreted. It includes, but is not limited to:

Claims relating to any aspect of the relationship between you and Bioinsights, whether based in contract, tort, negligence, fraud, misrepresentation, trespass, or any other statutory or common-law legal theory;
Claims relating to your interactions with or any actions taken by Bioinsights, our Affiliates, and/or any of our third-party affiliates and/or providers;
Claims relating to the Content, your receipt and/or review thereof, your distribution thereof, and/or any actions and/or omissions in connection therewith and/or resulting therefrom;
Claims relating to Bioinsights' use, protection, or disclosure of information about you, including your Personal Information;
Claims concerning Bioinsights' marketing and/or advertising of third-party products and services to you;
Claims that arose before your acceptance of these Terms or any current or prior agreement between you and Bioinsights, such as Claims related to advertising or disclosures;
Claims that arise after the termination of this or any other agreement between you and Bioinsights; and
Except as specified in Section 17b below, any disputes relating to the interpretation, applicability, scope, waiver, or enforceability of this arbitration provision, such as a dispute over whether a Claim can or must be brought in arbitration.

In this Section 17 only, references to "Bioinsights," "we," "our," and "us" include our respective predecessors in interest, as well as our respective past, present, and future subsidiaries, Affiliates, related entities, and all authorized or unauthorized users or beneficiaries of our Services. You agree that, by agreeing to these Terms, you and Bioinsights are each waiving the right to a trial by jury or to participate in a class action. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. This arbitration provision, as set forth by the terms of this Section 17, shall survive termination of your use of our Services.

B. Claims not subject to arbitration. Notwithstanding the foregoing, you or Bioinsights may bring an action in your local small claims court seeking only individualized relief, so long as the action remains in that court and is not removed or appealed to a court of general jurisdiction. If your jurisdiction permits small claims court judgments to be removed or appealed to a court of general jurisdiction for a trial de novo, that appeal shall be resolved in arbitration in accordance with this arbitration provision. This arbitration provision does not preclude you or Bioinsights from bringing issues to the attention of federal, state, or local agencies or law enforcement. Notwithstanding anything herein to the contrary, any dispute over the applicability and/or enforceability of any of the terms and/or conditions in this Section 17b shall be determined in a court of competent jurisdiction unless the parties mutually agree otherwise in writing. Notwithstanding anything herein to the contrary, either Party may bring a claim arising out of and/or relating to intellectual property rights, or seek temporary or preliminary relief and/or specific performance, in any court of competent jurisdiction, without the posting of bond or other security.

C. Class Action Waiver. The arbitrator may award relief (including, but not limited to, damages, restitution, declaratory relief, and injunctive relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual Claim. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AND BIOINSIGHTS EACH AGREE TO BRING CLAIMS AGAINST THE OTHER IN AN INDIVIDUAL CAPACITY. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AND BIOINSIGHTS EACH AGREE NOT TO PURSUE OR RECOVER ANY DAMAGES OR OTHER RELIEF IN CONNECTION WITH ANY CLAIMS AGAINST THE OTHER IN A CLASS ACTION, COLLECTIVE ACTION, MASS ACTION, PRIVATE ATTORNEY GENERAL PROCEEDING, OR OTHER AGGREGATED PROCEEDING. Further, unless both you and Bioinsights agree otherwise, the arbitrator may not consolidate more than one person's Claims. To the fullest extent permitted by applicable law, the arbitrator may not preside over any form of a collective action, class action, mass action, private attorney general action, or other aggregated proceeding. If, after exhaustion of all appeals, any of the aforementioned prohibitions on non-individualized relief is found to be unenforceable with respect to a particular Claim, then the parties agree that such a Claim or request for relief shall be decided by a court of competent jurisdiction after all other claims and requests for relief shall be arbitrated.

D. Arbitration procedures. A Party who intends to seek arbitration must first send to the other a written Notice of Dispute. A Notice of Dispute to Bioinsights should be addressed to Bioinsights, LLC, Attn: Legal Department, 18709 N. Dale Mabry Hwy, Suite A, Lutz, FL 33548. A Notice of Dispute to you will be sent to the last address you provided to Bioinsights. A Notice of Dispute must (i) provide your name, address, phone number, and the email address we have on file for you; (ii) describe the nature and basis of the claim or dispute; and (iii) set forth the specific relief sought. The Parties agree to negotiate regarding any claim or dispute subject to a Notice of Dispute for a period of not less than sixty (60) days from receipt of said Notice—and if the Parties do not reach an agreement to resolve the claim within sixty (60) days after the Notice of Dispute is received, you or Bioinsights may commence arbitration with JAMS, which shall administer the arbitration under its Consumer Arbitration Rules in effect at the time ("JAMS Rules"), no later than the latest date permitted by the statute of limitations that would have applied to such a dispute if it had proceeded in a court of competent jurisdiction instead of in arbitration. You may obtain a copy of the JAMS Rules by visiting the JAMS website at www.jamsadr.com. If JAMS is unavailable to administer an arbitration, another provider will be selected by agreement of the parties or by the court pursuant to 9 U.S.C. § 5. Except as specified in this Agreement (e.g., limitations and exclusions around Claims and Losses), the arbitrator can award the same remedies available under applicable law that a court can award. The arbitrator may consider rulings in other arbitrations involving different customers, but an arbitrator's ruling will not be binding in proceedings involving different customers. Unless you and Bioinsights agree otherwise, any arbitration hearings will take place by videoconference or by telephone or resolve claims or defenses on the basis of papers submitted by the parties, or to the extent not permitted, at the JAMS location nearest your billing address. Regardless of the manner in which the arbitration is conducted, a single arbitrator will conduct the arbitration—as agreed upon by the Parties within ten (10) business days following the commencement of arbitration, or as alternatively determined pursuant to the JAMS rules—and said arbitrator shall issue a reasoned written decision. The award shall be final and binding on the parties; judgment may be entered on the award by any court with jurisdiction and by any state or federal court in Hillsborough County, Florida, the jurisdiction and venue of which you and Bioinsights both agree, and such a judgment shall not be subject to modification, appeal, or vacation except as allowed by Sections 10 and 11 of the Federal Arbitration Act, which the Parties hereby agree apply to these Terms. Except as otherwise explicitly stated in this Agreement, the arbitrator shall have the sole and final authority to decide on the validity, applicability, and scope of the arbitration provisions of this agreement, as well as the arbitrability of a Party's claim(s).

E. Arbitration fees. If Bioinsights initiates arbitration or you initiate arbitration of claims valued at $25,000 or less, Bioinsights will pay all JAMS filing, administration, case management, hearing, and arbitrator fees ("JAMS Fees"), so long as you have fully complied with the Notice of Dispute requirements in Section 17d. If you seek relief valued at greater than $25,000, the payment of JAMS Fees shall be governed by the JAMS Rules. Nothing in this Section 17e prevents the arbitrator from reallocating the JAMS Fees in accordance with the JAMS Rules in the event that the arbitrator finds that a claim violates the standards set in Federal Rule of Civil Procedure 11.

F. 30-Day period to reject arbitration. You may opt out of this Section 17 of the Terms within thirty (30) days of execution by providing written notice to Bioinsights, LLC, Attention: Legal Dept., 18709 N. Dale Mabry Hwy, Suite A, Lutz, FL 33548. To be valid, an opt-out notice must (i) include your name, the email address we have on file for you, and a statement that you are rejecting the arbitration provision in the Terms; and (ii) be received by Bioinsights within 30 days after your initial acceptance of the Terms. If you elect to opt out under this paragraph, you agree that all other terms and conditions herein stated and stated in other agreements between you and Bioinsights shall remain in full force and effect; that includes, without limitation, any other arbitration agreements between you and Bioinsights.

G. Time Limitation on Claims. To the fullest extent permitted by applicable law, you and Bioinsights agree that any claim, dispute, controversy, matter, or cause of action arising out of and/or relating to Bioinsights, our Affiliates, these Terms, our Services, any transaction in connection with the Services, Personal Information, and/or any third-party products and/or services arising out of and/or relating to our Services shall be permanently barred if it is not filed and/or submitted for arbitration within one year of when the alleging party knew or reasonably should have known of the issue or matter giving rise thereto. Notwithstanding the foregoing, this paragraph shall not apply to the filing and/or submission of any counterclaim.

18. Changes to Terms

We reserve the right to modify these Terms at any time:

Notification of Changes: We will notify you of significant changes by posting a notice on our Site or sending an email.
Continued Use: Your continued use of the Services after changes become effective constitutes acceptance of the new Terms.

19. Acknowledgment

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

Thank you for choosing Bioinsights. We are committed to providing you with valuable tools to enhance your practice and support patient care.

Effective Date: November 29, 2024

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