Clara Spot Terms of Service

Effective Date: August 27, 2025

These Terms of Service (“Terms”) govern your (“you” or “your’) access to and use of the third-party web portal made accessible through a link or access point provided by GenBioPro, Inc. (“GBP”, “we,” “us,” or “our”). By using or accessing the portal (“Portal”), you acknowledge and agree to these Terms in full. If you do not agree to these Terms, you must not access or use the Portal.

1. Limited Role of GenBioPro, Inc. We do not own, operate, control, maintain, host, or manage the Portal or any portion thereof. The Portal is owned and operated solely by Simple HealthKit, Inc., a Delaware corporation (“Third Party Provider”), an independent and unaffiliated entity. Your use of the Portal is also subject to Third Party Provider’s terms and conditions at https://www.simplehealthkit.com/terms/.

2. No Services or Products Provided.

2.1  GenBioPro Role We contract with one or more clinical laboratories (“Laboratory” or “Laboratories”) that provide clinical specimen collection kits (the “Collection Kits”) and that perform laboratory tests on specimens obtained with the Collection Kits (“Tests”). We do not provide any goods or services through the Portal.

2.2  Third Party Provider Responsibility for Collection Kits and Tests. All services, features, products (including the Collection Kits and Tests), and communications accessed via the Portal are offered exclusively by the Third Party Provider. We assume no responsibility for those services or the terms under which they are provided or delivered. Third Party Provider shall be solely responsible for compliance, quality, performance, deviations, defects, errors, omissions in the Collection Kits and any laboratory and testing services provided.

2.3  Access as a Courtesy.  We are providing access to the Portal solely as a convenience. Your use of the Portal is entirely voluntary. We make the Portal available (i) to health care providers to set up their accounts, conduct ordering and tracking of Collection Kits, submit Test orders to Laboratory, track patient submissions of specimens to Laboratory, and access to Test results; and (ii) for providers' patients to set up patient accounts, register and receive information about the Collection Kits, Test status and Test results, all as provided by Third Party Provider. You are not obligated to access the Portal and may stop or modify your access at any time without notice or liability.

2.4  Collection Kit and Test Disclaimer.  You acknowledge and agree that (i) we do not own or operate the Portal; (ii) we are not the manufacturer, packager, supplier, distributor, laboratory, or testing entity for any Collection Kits, Tests or testing services provided or accessed through the Portal; (iii) we do not render any medical, clinical, or diagnostic services and have no control over the Test procedures performed by the Laboratory or use of the Collection Kits; (iv) we do not guarantee or make any representation about the performance, accuracy, completeness, or reliability of the Collection Kits or Tests provided by Laboratory, nor about the timelines for return of Collection Kits to Laboratory or Laboratory Test performance, or the performance, function, accuracy, security, availability of the Portal and any data reporting by Laboratory or your medical provider to you. Your medical provider is solely responsible for interpreting the results with professional care; (v) you are responsible for your access to the Portal and following all Collection Kit and Portal instructions and instructions from your medical provider; and (vi) we are not responsible for any failure to follow any Collection Kit and/or provider instructions, for any loss, spoilage, mishandling or delivery delay of Collection Kits by any shipper, pharmacy, patient or Laboratory that prevents, delays or affects Test performance.

3. No Access to Data or Communications.

3.1  We do not collect, store, monitor, access, receive, or process any of your personal, sensitive, health-related, financial, or other user data in connection with the Portal.

3.2  All data entered into or transmitted through the Portal is handled solely by the Third Party Provider, and we have no visibility into, access to, or control over such data.

4. No Legal, Regulatory, or Compliance Responsibility.

4.1  We make no representations or warranties regarding the Portal’s or any Collection Kits’ compliance with any federal, state, or local law, including but not limited to consumer protection laws, data privacy and security laws (e.g., HIPAA), accessibility standards (e.g., ADA compliance), health care laws or any other applicable regulatory requirements.

4.2  It is solely the responsibility of the Third Party Provider to ensure the Portal’s, Collection Kits’, and Tests’ compliance with all applicable laws and regulations. We disclaim all responsibility for legal compliance or oversight.

5. No Endorsement or Warranty. We make no representations or warranties, express or implied, regarding the performance, availability, accuracy, reliability, efficacy, safety, quality, timeliness, or regulatory compliance of the Portal, Collection Kits, Tests or any testing services, all of which are the sole responsibility of the Laboratory and the Third Party Provider.

6. Limitation of Liability.

6.1  EXCEPT FOR THE LIMITED WARRANTIES SET FORTH HEREIN, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS, OR DAMAGE TO REPUTATION, LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, YOUR USE OF THE PORTAL, ANY COLLECTION KIT OR TEST, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

OUR TOTAL LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ASSOCIATED WITH THESE TERMS, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY IS EXPRESSLY LIMITED, AT OUR SOLE DISCRETION, TO EITHER (i) THE REPLACEMENT OF THE NONCONFORMING PRODUCT, OR (ii) PAYMENT IN AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE PAID FOR THE COLLECTION KIT FOR WHICH DAMAGES ARE CLAIMED.

7. Governing Law and Jurisdiction. The laws of the United States and the State of Nevada govern these Terms, without reference to choice of law rules. Any legal action or proceeding related to these Terms shall be brought exclusively in a state court of competent jurisdiction sitting in Nevada.

8. Arbitration Agreement.

8.1  Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with us and limits the manner in which you can seek relief from us. You acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, our officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

8.2  Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Las Vegas, Nevada. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

8.3  Costs of Arbitration. The Rules will govern responsibility for and payment of all arbitration fees.

8.4  Class Action Waiver. All claims must be brought solely in an individual capacity, and not as a plaintiff or class member in any purported class action, collective action, representative action, mass action, private attorney general action or action on behalf of the general public, or similar proceeding (any such action is referred to herein as a “Class Action”). NO CLAIM WILL BE ARBITRATED ON A CLASS ACTION BASIS. You expressly waive any right or ability to bring, assert, maintain, or participate as a class member in any Class Action in court, arbitration, or any other forum, and the right for anyone to do so on your behalf. The arbitrator may not consolidate more than one person or entity’s claims, and may not otherwise preside over any Class Action. The arbitrator shall not have the authority to combine or aggregate multiple persons’ or entities’ claims or discovery, to conduct a Class Action or to make an award to any person or entity not a party to the arbitration. Notwithstanding anything to the contrary, you agree that the enforcement, applicability, scope, validity, and/or interpretation of this Class Action Waiver shall be decided by a court of competent jurisdiction and not by an arbitrator. If this Class Action waiver is ruled unenforceable or is interpreted to not prevent a Class Action, then this Arbitration Agreement shall be null and void, and any claims shall proceed in a court of law and not in arbitration. The Parties agree that if an arbitrator renders a decision regarding the enforcement, applicability, scope, validity, and/or interpretation of this Class Action waiver, or determines that a Class Action may proceed in arbitration, then: (1) either party may seek immediate review of that decision by a court of competent jurisdiction; and (2) a court of competent jurisdiction shall apply a “de novo” standard of review of that decision if such standard of review is allowed by the common law or statutes of Nevada. You agree that if for any reason a claim proceeds to court, rather than arbitration, (a) the claim will proceed solely on an individual, non-class, non-representative basis, and (b) no party may be a class representative or class member or otherwise participate in any Class Action.

9. Miscellaneous Provisions.

9.1  Waiver. Our failure at any time to require performance of any provision of these Terms or to exercise any right provided for herein shall not be deemed a waiver of such provision or such right. All waivers must be in writing and signed by the party to be bound. Unless the written waiver contains an express statement to the contrary, no waiver by us of any breach of any provision of these Terms of any right provided for herein shall be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under these Terms.

9.2  Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms shall remain in full force and effect.

9.3  Privacy Policy.  Our Privacy Policy is hereby incorporated into these Terms by reference. Your use of the Portal is subject to our Privacy Policy located at http://www.genbiopro.com/privacy-policy. Please read it carefully for information relating to our collection, use, and disclosure of your personal information.

9.4  Entire agreement. These Terms constitute the entire agreement between you and us with respect to your access to and/or use of Portal, any Collection Kit, or Test. We expressly disclaim and shall not be bound by any other terms, conditions, or agreements of any Third Party Provider or Laboratory associated with the Portal, Collection Kit, or Test. These Terms shall not be amended except as expressly set forth herein.

9.5  These Terms may change. We reserve the right to update, amend or modify these Terms at any time without prior notice. We will do so by posting an updated or modified version of these Terms on the Portal. Your use of this Portal following any such change constitutes your agreement to follow and be bound by the revised Terms. For this reason, we encourage you to review these Terms every time you use the Portal.