Terms of Service

Last Updated: September 25, 2025

PLEASE READ: THIS AGREEMENT CONTAINS (1) A BINDING ARBITRATION AGREEMENT; (2) A CLASS ACTION WAIVER; AND (3) DISCLAIMERS AND LIMITATIONS OF LIABILITY. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

These Terms of Service (the “Terms” or this “Agreement”) govern your access to and use of the websites, mobile applications, and related services that link to or reference these Terms (collectively, the “Services”) operated by MITO HEALTH INC. (“Mito,” “we,” “us,” or “our”). By accessing or using the Services, you agree to be bound by these Terms and by our Privacy Policy (incorporated by reference).

1. Who We Are; Scope of Services.

Mito provides a technology platform that enables users to access content, tools, and certain services, which may include facilitation of laboratory testing, telehealth, or other third‑party services (collectively, “Third‑Party Services”) provided by independent third parties (collectively, “Providers”). Mito is not a medical group, health care provider, laboratory, pharmacy, or insurance provider, and does not practice medicine, provide clinical services, offer medical advice, diagnose conditions, or prescribe treatment. Any medical or laboratory services you obtain via the Services are provided by Providers, not by Mito.

Emergencies. The Services are not appropriate for emergency or life‑threatening situations. If you believe you are experiencing a medical emergency, call 911 or go to the nearest emergency department.

No Medical Device. The Services are not a medical device and are not intended to replace the relationship between you and your health care providers.

Not Insurance. The Services are not insurance and are not a substitute for health insurance. Amounts you or a third party pay for the Services are not insurance premiums, do not satisfy any federal or state insurance mandate, and do not create coverage. If you want insurance, obtain it separately.

Territorial Limits. Certain Services are available only in specified jurisdictions and to users who meet applicable eligibility requirements. Availability of specific offerings, including Provider services, may vary by location and age eligibility.

2. Eligibility; Accounts.

2.1 Age and Authority. You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Services and you must have the authority to enter into this Agreement.

2.2 Registration and Security. To access certain features, you must create an account and provide accurate, current, and complete information, keep it updated, and keep your login credentials confidential. You are responsible for all activities under your account. Notify us immediately of any unauthorized use.

2.3 COPPA. The Services are not directed to children under 13 and we do not knowingly collect personal information from children under 13.

2.4 Non‑Eligibility; Right to Refuse Service. We may refuse, suspend, or terminate access if you: (i) are legally restricted from using the Services; (ii) act without authority on behalf of another; (iii) are a current or imminent competitor or acting on behalf of one; (iv) misuse the Services; or (v) decline to accept these Terms.

2.5 Account Deactivation and Data. You may deactivate your account at any time. Certain information may be retained as required by law, to prevent fraud/abuse, or for legitimate business purposes (e.g., financial records, security logs), as described in the Privacy Policy.

2.6 Geography; Void Where Prohibited. The Services are intended for use in the United States and are void where prohibited by law. If you do not agree to these Terms, or if applicable law prohibits your use, you must stop using the Services and delete all local files and application copies associated with the Services from your devices.

2.7 Your Systems; Connectivity; Charges. You are responsible for providing compatible devices, software, and Internet/mobile connectivity and for all associated charges. We are not responsible for access failures, delays, or losses caused by your systems, carriers, or the Internet.

3. Relationship with Providers; Lab Testing; Telehealth.

3.1 Independent Providers; No Referral. Providers are independent of Mito. We do not practice medicine and do not refer, recommend, or endorse any particular Provider. Your selection of Providers is solely your choice. No physician‑patient or provider‑patient relationship is created with Mito.

3.2 Educational Content Only. Any health or wellness content available via the Services is for informational and educational purposes only and is not a substitute for professional advice. Do not disregard or delay obtaining professional advice because of information on the Services.

3.3 Telehealth Consent. If you access telehealth services through the Services, you may be asked to review and accept a separate Telehealth Informed Consent, which governs those services and may include risks, benefits, alternatives, and state‑specific disclosures.

3.4 Laboratory Testing; Risks and Limitations. Blood draws and other sample collections may involve risks (e.g., bruising, hematoma, lightheadedness, infection). Laboratory tests may be performed by independent CLIA‑certified laboratories and may include laboratory developed tests (LDTs) that have not been cleared or approved by the FDA. Lab results may be incomplete or inaccurate and may have limited significance subject to ongoing scientific research. Reference ranges may vary by lab and over time. Always consult a qualified clinician and do not rely solely on lab results to make medical decisions.

3.5 Orders; Clinical Review. Some tests may require a physician order or clinical review. Providers may decline or modify requested tests in their professional judgment. We are not responsible if a Provider declines an order. See Section 8 (Refunds & Credits) for related terms.

3.6 Sample Rejection; Recollection. Labs may reject samples (e.g., insufficient quantity, improper handling, shipping delays). If a sample is rejected, you may be eligible for a one‑time recollection or account credit as described in Section 8. You are responsible for following all collection, packaging, and shipping instructions.

3.7 Critical or Out‑of‑Range Results. Providers or labs may attempt, but are not obligated, to contact you if certain results are critically out of range. You are responsible for monitoring your results and seeking prompt medical attention as needed.

3.8 No Warranty on Provider Services. We do not control or guarantee the quality, appropriateness, or outcome of any Provider services.

4. Privacy; Consumer Health Data; HIPAA; Data Transfers.

Your privacy is important to us. Please review our Privacy Policy, which explains how we collect, use, share, and protect information, including personal and health‑related information, and any Consumer Health Data Privacy Notice applicable to state consumer health data laws (e.g., WA, NV). To the extent Mito acts as a business associate to an enterprise customer or Provider, certain data may be handled under a Business Associate Agreement (BAA). The Services are not universally subject to HIPAA; however, we implement measures designed to safeguard your information as described in the Privacy Policy. You acknowledge that data may be transferred, processed, and stored in the United States (and other countries) which may have different data protection laws than your jurisdiction.

5. User Content; Usage Data; Feedback.

5.1 User Content. You may submit information, data, text, images, or other materials (“User Content”). You represent that you have all rights necessary to submit User Content and that it is accurate and lawful.

5.2 License to Operate Services. You grant Mito a worldwide, non‑exclusive, royalty‑free, transferable, sublicensable license to host, store, reproduce, modify, adapt, translate, create derivative works from, publicly display, and otherwise use your User Content solely to provide, operate, secure, and improve the Services, and as described in the Privacy Policy.

5.3 De‑identified, Aggregated, and Usage Data. We may de‑identify and/or aggregate personal information in accordance with applicable law and may use such de‑identified/aggregated information for any lawful purpose. We may also generate Usage Data about how you use the Services (e.g., feature usage, performance metrics) and use it for analytics, safety, and product development.

5.4 Prohibited Content. You will not submit content that is illegal, infringing, deceptive, defamatory, obscene, harassing, harmful, or that contains malware or personal information of others without authorization.

5.5 Feedback. If you provide feedback or suggestions, you grant Mito a perpetual, irrevocable, worldwide, royalty‑free license to use them without any obligation to you.

6. Generative AI and Automated Tools.

AI‑assisted or chat tools (“AI Tools”) may be available. Outputs may be inaccurate or incomplete and are provided for informational purposes only. AI Tools are not a substitute for professional medical advice or clinical judgment.

• No PHI. Do not input protected health information (PHI) unless the feature explicitly requests it and as permitted by the Privacy Policy.

• Verification. You are responsible for validating outputs and for complying with applicable laws.

• Model Improvement & Safety. We may process prompts/outputs to operate, secure, and improve AI features, including via vetted subprocessors, subject to the Privacy Policy and applicable law.

• No Emergency Use. Do not rely on AI Tools for emergencies or time‑sensitive medical decisions.

7. Acceptable Use.

You agree not to: (a) use the Services for unlawful, harmful, or fraudulent activity; (b) access or attempt to access accounts or data without authorization; (c) interfere with or disrupt the Services or networks; (d) reverse engineer or copy the Services except as permitted by law; (e) send spam, malware, or infringing content; (f) scrape, crawl, or harvest content or personal information except as permitted by robots.txt or our documented APIs; (g) misrepresent your identity; (h) use the Services to provide competing products or services or to benchmark without consent; (i) remove or obscure proprietary notices; or (j) assist or allow others to do any of the foregoing. We may monitor usage and remove, restrict, or disable access to content or features if we believe it violates these Terms or law, or poses risk to users or the Services, and we may take any other action we deem reasonably necessary to enforce these Terms.

8. Purchases; Billing; Memberships; Refunds & Credits.

8.1 Orders and Availability. Products or services are subject to availability. We may limit quantities or refuse orders. We may correct errors or cancel orders and will provide a refund if we do so after charging you.

8.2 Prices; Taxes; Shipping; Risk of Loss. Prices may change without notice (not affecting orders already placed). You are responsible for applicable taxes, shipping, and fees unless otherwise stated. Risk of loss transfers upon delivery to the carrier. Title passes upon delivery where permitted by law.

8.3 Payment; Chargebacks. By providing a payment method, you represent you are authorized to use it and authorize charges for purchases, including taxes and other charges. If a payment fails or is charged back, we may suspend or cancel access until resolved.

8.4 Memberships/Subscriptions; Trials. If you enroll in a membership plan, it will auto‑renew at the then‑current rate until you cancel, subject to any stated minimum term. We will disclose renewal terms at sign‑up. If a free trial is offered, it will convert to a paid plan unless canceled before the end of the trial. Certain items or services may require additional fees not included in membership.

8.5 Refunds & Credits. Unless otherwise stated, fees are non‑refundable except:

• Subscription within 48 hours & no clinical services delivered (e.g., no lab draw/order): refund to original payment method.

• Clinician‑declined test(s): account credit for fees related to the declined test(s) if requested within 7 days of notification. Credits have no cash value and expire after 1 year.

• Add‑on tests: same 48‑hour/no‑service‑provided refund window; thereafter non‑refundable, but credits may be available if a clinician declines the add‑on and you request within 7 days.

• Rejected sample: one‑time recollection or account credit at our discretion. Refunds/credits typically process within 30 days. Additional terms may be posted on the relevant service page or order flow and will control in case of conflict.

9. Third‑Party Services and Links.

The Services may enable access to Third‑Party Services (e.g., labs, telehealth groups, pharmacies, devices, apps, or content). Third‑Party Services are governed by their own terms and privacy policies. We do not endorse, control, or assume responsibility for Third‑Party Services or for disputes between you and any third party. To the maximum extent permitted by law, you release and hold harmless Mito from claims arising from Third‑Party Services.

California Waiver (Cal. Civ. Code § 1542). If you are a California resident, you expressly waive California Civil Code § 1542, which provides that a general release does not extend to claims that the releasing party does not know or suspect to exist in their favor at the time of executing the release, which, if known by them, would have materially affected their settlement with the released party.

10. Mobile Apps; App Store Terms.

If you download any mobile app we offer, your use is also subject to the app store’s terms (e.g., Apple App Store or Google Play). Those providers are not responsible for providing maintenance or support for our apps and are third‑party beneficiaries of this section. Subject to your compliance with these Terms, Mito grants you a limited, revocable, non‑exclusive, non‑transferable, non‑sublicensable license to use our apps on devices you own or control.

11. Communications; E‑Sign; SMS Terms.

By creating an account or providing contact information, you consent to receive service‑related emails, texts, and push notifications. Message and data rates may apply.

• Unsecured Electronic Messages. Emails and texts may be unencrypted and subject to interception by third parties (e.g., employer systems, device access, network administrators). Do not use these channels for sensitive information you wish to keep confidential.

• Opt‑Out of Marketing. You may opt out of marketing messages at any time, though you will continue to receive transactional or service messages.

• E‑Sign Consent. You consent to electronic records and signatures. Notices, disclosures, and communications we provide electronically satisfy any legal requirement that they be in writing.

• SMS Short Code (if applicable). Text STOP to cancel and HELP for help.

12. Ownership; License; IP Complaints.

Mito and its licensors own the Services and all related intellectual property. Subject to your compliance with these Terms, we grant you a limited, revocable, non‑exclusive, non‑transferable, non‑sublicensable license to use the Services for your personal, non‑commercial use. All rights not expressly granted are reserved.

DMCA. If you believe content infringes your copyrights, send a notice that complies with 17 U.S.C. §512(c)(3) to help@mitohealth.com with the subject line “DMCA Notice.” We may remove content and terminate repeat infringers as appropriate.

13. Beta Features and Trials.

From time to time we may offer features labeled “alpha,” “beta,” or “preview.” These are provided “AS IS,” may be modified or discontinued at any time, may have reduced or different security, support, or availability commitments, and may be subject to additional terms. You agree to treat non‑public beta features as confidential.

14. Changes to the Services or Terms.

We may modify the Services or these Terms at any time. If we make material changes to these Terms, we will post the updated Terms with a new “Last Updated” date and, where required, provide additional notice. Changes are effective upon posting unless otherwise stated. Your continued use after changes are effective constitutes acceptance. If you do not agree to changes, you must stop using the Services.

15. Termination.

We may suspend or terminate your access (with or without notice) if we believe you have violated these Terms, pose a risk, or as needed to protect the Services or others. You may stop using the Services at any time. Sections that by their nature should survive termination (e.g., privacy, IP, disclaimers, limitation of liability, dispute resolution) will survive. Upon termination, we may retain certain records as required by law.

16. Disclaimers.

THE SERVICES, CONTENT, LAB‑RELATED INFORMATION, AND ANY OUTPUTS (INCLUDING FROM AI TOOLS) ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON‑INFRINGEMENT, AND QUIET ENJOYMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR‑FREE; THAT CONTENT WILL BE ACCURATE OR COMPLETE; OR THAT DEFECTS WILL BE CORRECTED. YOU ARE RESPONSIBLE FOR YOUR USE OF INFORMATION AND FOR OBTAINING PROFESSIONAL ADVICE WHERE APPROPRIATE.

Some jurisdictions do not allow certain disclaimers, so some disclaimers may not apply to you.

17. Limitation of Liability.

17.1 Time Limit to Bring Claims. Any claim or cause of action arising out of or relating to the Services or these Terms must be filed within two (2) years after such claim accrues; otherwise, the claim is permanently barred to the fullest extent permitted by law.

18. Indemnification.

You agree to defend, indemnify, and hold harmless Mito and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any rights of a third party; (d) your User Content; or (e) any claim that your use of the Services or your User Content infringes or misappropriates any third party intellectual property right.

19. Dispute Resolution; Arbitration; Class Action Waiver.

19.1 Informal Resolution. Before filing a claim, you agree to try to resolve the dispute informally by emailing help@mitohealth.com a written “Notice of Dispute” that includes your name, contact information, a description of the dispute, and the relief sought. We will attempt to resolve the dispute within 30 days of receiving your Notice.

19.2 Binding Arbitration. If we cannot resolve the dispute, you and Mito agree to resolve all “Disputes” (defined below, except those set forth in 19.6) through binding, individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (and, if applicable, the Consumer-Related Disputes Supplement). The Federal Arbitration Act (FAA) governs the interpretation and enforcement of this arbitration agreement.

19.3 Scope of “Dispute.” “Dispute” means any claim or controversy between you and us relating to or arising out of the Services or these Terms, including claims that arose before you agreed to these Terms and after termination, and including claims based on advertising or communications.

19.4 Opt‑Out. You may opt out of this arbitration agreement by sending a written notice to help@mitohealth.com within 30 days of first accepting these Terms stating that you opt out of arbitration. If you opt out, or if this arbitration agreement is found unenforceable, Section 20 (Governing Law; Venue) will apply to all disputes.

19.5 No Class Actions. You and Mito agree that each may bring claims only in your or its individual capacity and not as a class member or in a representative capacity. The arbitrator may not consolidate claims or preside over any form of a representative or class proceeding.

19.6 Exceptions. Either party may bring an individual action in small claims court; seek injunctive relief in court for alleged infringement or misuse of intellectual property rights; or seek public injunctive relief where required by law.

19.7 Fees; Location; Confidentiality. Unless the arbitrator determines your claims are frivolous, we will pay filing and administrative fees required by the forum’s rules. Arbitration will occur in New Castle County, Delaware or remotely at your election. The parties agree to keep arbitration proceedings confidential to the extent permitted by law.

20. Governing Law; Venue.

Except to the extent preempted by federal law (e.g., the FAA), these Terms are governed by the laws of the State of Delaware, without regard to conflict‑of‑laws rules. Subject to Section 19, the exclusive jurisdiction and venue for any action not subject to arbitration will be the state and federal courts located in New Castle County, Delaware and you and Mito waive any objection to jurisdiction and venue in such courts.

21. Export; Sanctions; Anti‑Corruption.

You may not use, export, or re‑export the Services except as authorized by U.S. law and the laws of the jurisdiction in which the Services were obtained. You represent that you are not located in, under the control of, or a national or resident of any embargoed country or on any U.S. government restricted list, and that you will comply with anti‑corruption laws (e.g., the FCPA) in connection with your use of the Services.

22. Enterprise Customers; Benefits; DPA/BAA.

If you access the Services via an enterprise customer (e.g., your employer or plan), Mito may share limited information with that enterprise solely as permitted in the Privacy Policy and applicable agreements (e.g., Data Processing Addendum and/or Business Associate Agreement). Enterprise benefits do not obligate you to use any particular Provider and do not constitute medical advice.

23. Miscellaneous.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in our discretion.

Force Majeure. We will not be liable for any delay or failure due to events beyond our reasonable control.

Severability; Waiver. If any provision is found unenforceable, the remaining provisions will remain in full force, and a valid provision will be substituted to reflect the parties’ intent. No waiver of any term is a waiver of any other term.

Entire Agreement; Order of Precedence. These Terms, together with any supplemental terms and the Privacy Policy, constitute the entire agreement between you and Mito regarding the Services. If there is a conflict between these Terms and specific service‑level or feature‑specific terms presented at purchase or use, those more specific terms control for that feature.

Interpretation. Headings are for convenience only and do not affect interpretation. The word “including” means “including without limitation.”

Contact. Questions? Contact us at help@mitohealth.com.

Acknowledgment

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.