Terms of Service

These Terms of Service ("ToS") govern your use of web applications and other software ("Software") provided by Arden Health, Inc., doing business as "Arden Bio" ("Arden," "we," or "us"), including the Arden Bio Portal at portal.arden.bio (also accessible at portal.ardenbio.com) (the "Portal"). By accessing or using the Software — including by completing any submission flow in the Portal — you accept and agree to be bound by these ToS and Arden's Privacy Policy. If you do not agree, do not use the Software.

If you have signed a Client Services Agreement ("CSA") with Arden, the CSA controls in the event of any conflict with these ToS. These ToS supplement, and do not replace, your CSA. Amendments to these ToS will not modify or override any provision of the CSA.

1. Eligibility and Access

The Software is available to: (a) individuals who have signed a CSA with Arden ("Clients"), (b) family members, caregivers, or care team members authorized by a Client ("Authorized Users"), and (c) any individual who accesses the Portal to share medical records with Arden ("Portal Users"). You must be at least 18 years of age to create an account. Minors between the ages of 13 and 18 may access the Software only through an authorized representative (and, for Clients and Authorized Users, consistent with CSA Section 2); Portal submissions must be completed by an individual who is at least 18 years of age. Portal Users accept these ToS and Arden's Privacy Policy by completing a submission through the Portal.

Authorized Users: Each Authorized User must accept these ToS before accessing the Software. By accepting, Authorized Users are individually bound by these ToS, including the arbitration, confidentiality, intellectual property, and indemnification provisions. The authorizing Client is also responsible for their Authorized Users' compliance with these ToS, and any violation by an Authorized User will be treated as a violation by the authorizing Client.

2. Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. Notify Arden promptly if you suspect unauthorized access. Do not share your credentials or allow others to access your account except through Authorized User features provided by the Software.

3. What the Software Does

The Software enables you to:

• Retrieve and view health information (e.g., via patient access API connections to medical records, TEFCA Individual Access Services connections)
• View reports, data analyses, and visualizations prepared by Arden
• Communicate with Arden and share information relevant to the engagement
• Share medical records with Arden through the Portal (voluntarily and at your sole discretion)

4. Not Medical Care

Arden is not a medical provider. Nothing in the Software constitutes medical diagnosis, treatment, prescription, or clinical advice. Do not rely on any content in the Software as a substitute for professional medical judgment. Always consult a qualified healthcare provider regarding medical decisions.

5. Research Use Only Content

Certain content within the Software may be labeled "Research Use Only" (RUO). RUO content is provided solely for informational and hypothesis-generation purposes. It is not intended for clinical decision-making, diagnosis, or treatment and must not be used as such.

6. Acceptable Use

You agree not to:

• Use the Software for any unlawful purpose
• Attempt to reverse-engineer, decompile, or extract source code from the Software
• Interfere with or disrupt the Software's operation or security
• Access another user's account without authorization
• Use automated tools (bots, scrapers) to access the Software without Arden's written consent
• Reproduce, distribute, or publicly display content from the Software except for your own personal medical care purposes

7. Intellectual Property

For Clients and Authorized Users, all Resulting Data and Inventions (as defined in the CSA) belong to Arden. The Software and all associated content, design, code, and documentation are owned by Arden or its licensors. Nothing in these ToS grants you any ownership interest in the Software or its content.

Clients may request access to Resulting Data for personal medical care, subject to the terms of the CSA. Authorized Users may only access content made available to them through the Software's sharing features.

Portal Users: By submitting medical records through the Portal, you grant Arden ownership of all data, analyses, and work product generated by Arden from your submission ("Portal Resulting Data"). Arden may use de-identified Portal Resulting Data for scientific, educational, and commercial purposes. This Section does not transfer ownership of the underlying medical records you submit.

8. Data and Confidentiality

Information collected, generated, or displayed through the Software is subject to Arden's Privacy Policy and, where applicable, the confidentiality obligations in the applicable CSA. You agree not to disclose Arden's proprietary reports, analyses, or other confidential information to third parties except as permitted by the CSA (if applicable) or these ToS. This obligation survives termination of your access to the Software.

9. Disclaimers

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." To the fullest extent permitted by law, Arden disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Arden does not warrant that the Software will be uninterrupted, error-free, or secure, including due to events beyond Arden's reasonable control.

Content and Services provided through the Software may be experimental in nature. Arden makes no guarantees regarding outcomes.

10. Limitation of Liability

To the fullest extent permitted by law:

• Arden will not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Software, however caused.
• Arden's total liability for direct damages related to the Software will not exceed the Services Fees paid by the applicable Client under the CSA. For Authorized Users, liability is capped at the Services Fees paid by the Client who authorized the user's access. For Portal Users who are not also Clients or Authorized Users, Arden's total liability for direct damages will not exceed one hundred dollars ($100), reflecting that Portal use is provided free of charge.
• Nothing in these ToS limits liability for gross negligence, fraud, or willful misconduct.

11. Indemnification

You agree to defend, indemnify, and hold harmless Arden, its affiliates, and its and their employees, agents, officers, directors, and advisors from and against any losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of: (a) your violation of these ToS, (b) your misuse of the Software, or (c) your gross negligence or intentional misconduct, except to the extent such claims arise from Arden's negligence or intentional misconduct. For Clients, this provision supplements and does not replace the indemnification obligations in CSA Section 15.

12. Release of Claims

To the fullest extent permitted by law, you release Arden and its affiliates, employees, officers, directors, and agents from any claims arising from your use of the Software or any content provided through it, except to the extent such claims are due to Arden's gross negligence, fraud, or willful misconduct. If you are a California resident, you expressly waive the protections of California Civil Code Section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

13. Termination

Your right to use the Software continues for the term of the applicable CSA (for Clients), for such period as the authorizing Client's CSA remains in effect and the Client's authorization continues (for Authorized Users), or until you close your Portal account or Arden terminates your access (for Portal Users). Arden may suspend or terminate access at any time if you violate these ToS. Upon termination, your right to access the Software ceases immediately. Sections 7, 8, 10, 11, 12, and 14 survive termination.

14. Governing Law and Dispute Resolution

These ToS are governed by the laws of the State of Delaware, without regard to its conflicts of laws provisions. Any dispute arising from these ToS will be resolved by binding arbitration in Los Angeles County, California, before a neutral arbitrator under the American Arbitration Association Expedited Rules and Procedures for Commercial Arbitration. Each party bears its own costs and attorneys' fees.

15. Assignment

You may not assign or transfer your rights under these ToS. Arden may assign these ToS to an affiliate or successor entity in connection with a merger, consolidation, sale of substantially all of its assets or shares, or any change of control.

16. Severability

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

17. Amendments

Arden may update these ToS from time to time. We will notify you of material changes through the Software or by other reasonable means. Your continued use of the Software after such notice constitutes acceptance of the updated ToS. No amendment to these ToS will modify or override any provision of the CSA.

18. Contact

Questions about these ToS may be directed to:

Arden Health, Inc. (DBA Arden Bio)
Email: legal@ardenbio.com