Terms and Conditions

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Journi Health

TERMS AND CONDITIONS

Last updated: June 19, 2026

BY CLICKING “I AGREE,” CHECKING A RELATED BOX TO SIGNIFY YOUR ACCEPTANCE, USING ANY OTHER ACCEPTANCE PROTOCOL PRESENTED THROUGH THE SERVICE (AS DEFINED BELOW) OR OTHERWISE AFFIRMATIVELY ACCEPTING THESE TERMS AND CONDITIONS, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT CREATE AN ACCOUNT OR USE THE SERVICE. YOU HEREBY GRANT AGENCY AUTHORITY TO ANY PARTY WHO CLICKS ON THE “I AGREE” BUTTON OR OTHERWISE INDICATES ACCEPTANCE TO THESE TERMS AND CONDITIONS ON YOUR BEHALF.

DISPUTE RESOLUTION: UNLESS YOU TIMELY OPT-OUT OF ARBITRATION IN ACCORDANCE WITH THESE TERMS AND CONDITIONS, YOU AND WE AGREE THAT ALL DISPUTES BETWEEN YOU AND US OR YOU AND THE MEDICAL GROUPS OR PROVIDERS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR THE SERVICE, WITH LIMITED EXCEPTIONS, WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION AND YOU AND WE WAIVE ALL RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW.

IF YOU HAVE A MEDICAL EMERGENCY, SEEK IN-PERSON EMERGENCY CARE IMMEDIATELY OR DIAL 911. THE SERVICE IS NOT APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS. THIS AGREEMENT IS SUBJECT TO CHANGE AS PROVIDED HEREIN.

Genecis Bio Inc. and/or its subsidiaries (collectively, “Journi Health”, “we”, or “us”) owns and operates the website located at www.healthjourni.com and may have previously, now or in the future own and/or operate a “Journi Health” mobile application (collectively, the “Platform”). Your access and use of the Platform, any part thereof, or anything associated therewith, including its content (“Content”), any products or services provided through the Platform or otherwise by Journi Health, communications and personalized recommendations based on your use of the Platform, and any affiliated website, software or application owned or operated by Journi Health (collectively, including the Platform and the Content, the “Service”) are governed by these Terms and Conditions (“Terms and Conditions” or “Agreement”).

Please read this Agreement carefully because it sets forth the important terms you will need to know about the Service. In this Agreement, the terms “you” and “yours” refer to the person using the Service. The Service is not intended for individuals under the age of eighteen (18).

Acceptance of Terms and Conditions

Your access to and use of the Service is subject to this Agreement, as well as all applicable laws and regulations. If you do not accept and agree to be bound by this Agreement in its entirety, you are strictly prohibited from visiting, accessing, registering with and/or using the Service. The Service is continually under development, and we reserve the right to revise or remove any part of this Agreement or the Service in our sole discretion at any time and without prior notice to you. Any changes to this Agreement are effective upon posting to the Platform. Your continued use after a change has been posted constitutes your acceptance of this Agreement as modified.

Your Relationship with Us

We make available to individuals who register as users of the Service (“Users”) certain products and services sold or offered by Journi Health or by third party medical providers, pharmacies, laboratories, or other vendors via our Service. Our Service provides access to prescription fulfillment services offered by compounding pharmacies and licensed pharmacies that are partners of Journi Health (the “Pharmacies”) and access to laboratory services offered by partner laboratories (the “Labs”). We also provide you with access to licensed medical groups and/or independent clinicians who provide healthcare services through the Platform (the “Medical Groups”). These medical groups employ or contract with physicians and allied health professionals who offer certain healthcare services through the Platform (“Providers”).

We do not control or interfere with the practice of medicine by the Medical Groups or any Providers, each of whom is solely responsible for directing the medical care and treatment they provide to you. By accepting this Agreement, you acknowledge and agree that Journi Health is not a healthcare provider and that by using the Service, you are not entering into a doctor-patient relationship with Journi Health. By using the Service, you may, however, be entering into a doctor-patient relationship with the Medical Group and/or one or more Providers.

Notice Regarding Your Financial Responsibility for Services

Journi Health and the Medical Groups are not enrolled with, and are not participating providers with, any federal or state healthcare programs (i.e., Medicare, Medicaid) or commercial payers. By choosing to use the Service, you are specifically choosing to obtain products and services on a cash basis outside of any federal or state healthcare program or commercial payer. Thus, you are solely responsible for the costs of any service or product provided to you.

Subscription Products and Services

Certain products and services available for purchase through the Service require that you purchase the product and/or service on an automatically renewing subscription basis. Unless stated otherwise on the Platform, your payment device will be automatically charged at regular intervals as described for that product or service during the checkout process until you cancel your subscription.

You may cancel a subscription at any time through your online account under “My Subscriptions”, by contacting the Customer Help Center at support.healthjourni.com, or by calling 1 (866) 525-3777. Cancellation will take effect at the end of the current subscription period. Your subscription will automatically renew for another subscription period unless you cancel at least two (2) days before the applicable renewal processing date. We do not offer refunds for partially used subscription periods, although we may provide refunds on a case-by-case basis in our sole and absolute discretion. We may change our subscription plans and prices from time to time; however, we will provide you advance notice of any price changes.

Prescription Products

Certain products available through the Platform require a valid prescription by a licensed healthcare provider. You will not be able to obtain a prescription product unless you have completed a consultation with one of the Providers, the Provider has determined the prescription product is appropriate for you, and the Provider has written a prescription.

If a Provider determines a prescription product is appropriate for you and writes a prescription, you will receive information about your options for filling the prescription. Prescriptions may be filled through one of the Pharmacies by using the Platform, or you may fill the prescription at any pharmacy of your choice. Not all prescriptions fulfilled by the Pharmacies use child-resistant packaging and your prescription product may not be dispensed in a child-resistant container.

GLP-1 and Peptide Therapy Programs

Journi Health may offer programs providing access to clinical services and related Platform-facilitated support services for medication-managed wellness goals, including weight management, metabolic health, and other lifestyle-related conditions, for a recurring monthly or per-cycle fee. You understand and acknowledge that such programs include the limited services described on the Platform and do not constitute comprehensive primary care services.

You further understand and acknowledge that these programs are not insurance plans and are not substitutes for health insurance coverage. Journi Health and the Pharmacies, Medical Groups, or Providers do not guarantee that any particular program, medication, or pricing structure will continue to be available through the Service.

Cancellation of Wellness Programs

Your program membership will renew each period unless you cancel at least two (2) days before your next billing date. You can cancel in-app or through your online account under “My Subscriptions”, by contacting the Customer Help Center at support.healthjourni.com, or by calling 1 (866) 525-3777. Cancellation will take effect at the end of the current billing period. We do not offer refunds for partially used program periods, and you will not be eligible for a refund for any medication after it has been shipped.

Requested Services

You understand and agree that your use of the Service inherently involves your requesting the features and products available on the Platform. In limited cases, Journi Health may use artificial intelligence technologies such as generative AI and machine learning to improve the quality and efficiency of our customer support. You will be informed when you are directly interacting with an AI-supported chatbot or agent. Journi Health does not use AI to make clinical decisions. All messages sent to you by your care team are reviewed and approved by a qualified licensed healthcare professional.

Limited Use and Availability

Our Service is currently only available to individuals who are located in states in which we offer the Service, are at least eighteen (18) years of age, and who have accepted this Agreement. By visiting, accessing, registering with or using the Service, you are representing and warranting to us that you are at least eighteen (18) years of age and that when you use the Service to consult with a Provider, you are located in a state where the Service is available.

Consent to Use of Telehealth Services

Telehealth involves the delivery of health care services using electronic communications, information technology or other means between a healthcare provider and a patient who is not in the same physical location. In order to use the Service, you will be required to review and agree to an informed consent regarding the use of telehealth (the “Patient Consent”) that will be provided to you via the Service.

Duty to Provide Information, Access, and Connectivity

You are responsible for providing and maintaining appropriate software and hardware capabilities to enable use of the Service. You also have a duty to provide truthful, accurate and complete information in any forms or other communications you submit to or through the Service.

Privacy Policy

Journi Health understands the importance of confidentiality and privacy regarding your personal information. Please see our Privacy Policy for a description of how we collect, use and disclose your personal information.

Protected Health Information

Genecis Bio Inc. is not a “covered entity” under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). One or more of the Labs, Pharmacies or Medical Groups may be a “covered entity” or “business associate” under HIPAA, and Journi Health may in some cases be a “business associate” of a Lab, Pharmacy or Medical Group. Any Protected Information will be used and disclosed only in accordance with applicable laws. Any information that does not constitute Protected Information under applicable laws may be used or disclosed in any manner permitted under our Privacy Policy.

Registration; User Accounts, Passwords, and Security

You are obligated to register and set up an account in the Platform in order to access the Service. You agree to accurately maintain and update any information about yourself that you have provided to Journi Health, a Medical Group, its Providers, the Labs, or the Pharmacies. You agree to immediately notify Journi Health of any unauthorized use of your username, password or any other breach of security by contacting Journi Health at support.healthjourni.com.

Use and Ownership of the Service

The Service and the information and Content available through the Service are protected by copyright laws throughout the world. Subject to this Agreement, Journi Health grants you a limited, non-transferable, revocable license to access and use the Service for your personal use. All rights in the Service and Content are reserved by Journi Health and Genecis Bio Inc..

Prohibited Use

You are prohibited from using or attempting to use the Service: (i) for any unlawful, unauthorized, fraudulent or malicious purpose; (ii) in any manner that could damage, disable, overburden, or impair any server, or the network(s) connected to any server; (iii) to gain unauthorized access to any other accounts, computer systems, or networks; (iv) to reverse engineer, disassemble or decompile any section or technology on the Service; or (v) for any use other than the purpose for which it was intended.

Third-Party Goods and Services

Parties other than Journi Health, including certain Labs, Pharmacies, Medical Groups and Providers, provide services or sell products through the Service (collectively, “Third Parties”). Your use of any Third-Party Goods and Services and any interactions with Third Parties are solely between you and such Third Parties. You agree that Journi Health shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such interactions.

Terms of Sale

All products offered for sale by Journi Health are subject to availability and we reserve the right to impose quantity limits on any order or reject all or any part of an order without prior notice. Prices for products are subject to change at any time. You are responsible for any applicable sales, use, duty, customs or other governmental taxes, levies or fees (“Taxes”) due with respect to your purchase of products or services through our Service.

All credit card, debit card and other monetary transactions on or through the Service occur through an online payment processing application provided by our third-party payment processing vendor(s). Only valid payment methods acceptable to us may be used to complete a purchase via the Service.

Termination

Journi Health may terminate your use of the Service or any of our features or services at any time and for any reason without notice, including, for example, for conduct violating this Agreement, if any or all of the agreements between Journi Health and the Medical Groups, Labs, or Pharmacies terminate or if we discontinue the Service.

Disclaimers

Content and other information contained on the Service is provided by Journi Health as a convenience. Users relying on Content or other information from the Service do so at their own risk.

THE SERVICE IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. ANY ACCESS TO OR USE OF THE SERVICE IS VOLUNTARY AND AT THE SOLE RISK OF THE USER. JOURNI HEALTH AND EACH THIRD PARTY OFFERING PRODUCTS OR SERVICES THROUGH THE SERVICE, INCLUDING THE MEDICAL GROUPS, THE PROVIDERS, THE LABS, AND THE PHARMACIES, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. JOURNI HEALTH DOES NOT WARRANT THAT THE SERVICE WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, IMPERFECTIONS, CORRUPTION, CYBER ATTACK, VIRUSES, MALWARE, OR ANY ADVERSE INCIDENT.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JOURNI HEALTH BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY AND CONSEQUENTIAL DAMAGES, PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, OR WRONGFUL DEATH, LOSS OF DATA, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. JOURNI HEALTH SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $1,000.

ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE OR CONTENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED.

Indemnification

You agree to defend, indemnify, and hold Journi Health and Genecis Bio Inc. and any Third Parties offering products or services through the Service, including the Medical Groups, Providers, Labs and Pharmacies, harmless from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your use of the Service, your fraud, violation of law, or willful misconduct, any breach by you of this Agreement or your violation of any rights of any other person or entity.

Electronic Communications

When you access or use the Service or send emails or SMS messages to us, any Medical Group or its Providers, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

As part of the Service, you may opt-in to marketing/promotions and/or transactional communications delivered to you via SMS from Journi Health. Messages may be sent using an automatic telephone dialing system. Message and data rates may apply. Send HELP for help or STOP to opt out of further communications. Carriers are not liable for delayed or undelivered messages. Message frequency varies.

Copyright

It is Journi Health’s policy to terminate use of the Service by any User who repeatedly infringes copyright upon prompt notification to Journi Health by the copyright owner or the copyright owner’s legal agent. If you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please contact our Copyright Agent at legal@healthjourni.com.

Binding Arbitration / Class Waiver

You and we expressly agree that any legal claim, dispute or other controversy between you and us arising out of or otherwise relating in any way to Journi Health, the Platform, the Content or the Service, that is not resolved by an informal dispute resolution conference, shall be resolved in confidential binding arbitration conducted before one commercial arbitrator from National Arbitration & Mediation (“NAM”), rather than in a court. You and we acknowledge that we are voluntarily and knowingly forfeiting your and our right to a trial by jury and to otherwise proceed in a lawsuit in state or federal court, except as expressly provided herein.

In the event a dispute arises between us, you and we agree that before either party commences arbitration against the other, we will personally meet and confer telephonically or via videoconference in a good faith effort to resolve the dispute informally. Notice to us that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@healthjourni.com.

If you do not wish to be bound by this Arbitration Agreement, you can opt out within thirty (30) days after first becoming subject to this Arbitration Agreement by sending written notice to: Genecis Bio Inc., 108 Lakeland Ave., Dover, DE 19901, ATTN: Arbitration Opt-Out.

Governing Law; Venue; Severability of Provisions

This Service is controlled and operated by Journi Health from our offices. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the state in which Genecis Bio Inc. is incorporated, without regard to any conflicts of law provisions.

No Agency Relationship

Neither this Agreement, nor any Content, materials or features of the Service create any partnership, joint venture, employment, or other agency relationship between you and Journi Health, the Medical Groups, the Providers, the Labs or the Pharmacies. You may not enter into any contract on our behalf or bind us in any way.

Contacting Us

If you have any questions or concerns about this Agreement, please contact the Customer Help Center at support.healthjourni.com or by email at legal@healthjourni.com.

GENECIS BIO INC.