Legal

Terms of Service

Version 2 · effective November 2, 2026

OMNIBIO LLC, a Wyoming limited liability company (OMNIBIO). Document version: October 28, 2026. The publication effective date is displayed with this exact version on the Platform and retained with its publication/acceptance history.

1. Scope and Acceptance

These Terms govern access to OMNIBIO's website, professional platform and the patient accounts and storefronts described in Section 13, except to the extent a separately executed agreement governs the relevant service. You accept these Terms through the acceptance action presented with their text or a readily accessible link. A Privacy Policy acknowledgment is not acceptance of unrelated commercial terms or consent to optional data uses.

If you act for a clinic or other organization, you represent that you have authority to accept the applicable terms for that organization. Without that authority, you may not enroll the organization or place orders on its behalf.

2. Professional Access and Accounts

Professional ordering and prescription-related functions require the applicable account approval, credentials and legal authority. Account approval does not authorize every product, use, jurisdiction or professional activity. Use only the functions assigned to your individual role and keep account and credential information accurate.

Protect credentials and do not share a prescriber's account, signing credentials or authentication factors. Notify OMNIBIO promptly of suspected unauthorized access. Administrative access does not confer prescribing authority.

3. Permitted Use

OMNIBIO permits access to the website and enabled platform functions for their stated lawful purposes. Do not impersonate another person, submit false or unauthorized orders, interfere with security or service, introduce malicious code, scrape restricted information, or circumvent eligibility and access controls. Any security testing requires prior written authorization.

The Physician Acceptable Use Policy applies to professional accounts only when expressly identified and accepted under the Provider Platform Payment & Compliance Agreement. These Terms do not silently incorporate unseen or unaccepted documents.

4. No Medical Service or Product Authorization

Website content and administrative support are not medical advice, diagnosis, prescribing or emergency services. OMNIBIO is not represented by these Terms as the treating clinician or dispensing pharmacy. Providers and pharmacies retain their independent professional responsibilities. For an emergency, contact appropriate emergency services rather than relying on the platform.

A catalog listing, price, manufacturer location, certificate, professional-use label or approved account does not establish that a product or transaction is legally eligible. Applicable 503A patient-specific prescriptions, 503B office-stock transactions, non-pharmacy products and genuine Research Use Only products remain distinct. These Terms create no clinical-use permission. A clinic's supply of products to its patients through its storefront, Buy for Patient orders, curated carts and approved items is governed by the Provider Platform Payment & Compliance Agreement, and each product's research-use label applies to that product.

Controlled-substance prescribing is not authorized by these Terms. It requires the separately executed EPCS agreement, completed activation record and applicable legal and technical prerequisites. These Terms do not enroll a user in a telehealth network.

5. Orders, Prices and Payment

Product purchases and pharmacy-routing services require the applicable Provider Platform Payment & Compliance Agreement, completed route schedule and authorized product record. Submitting an order or transmitting prescription information does not itself establish seller acceptance or pharmacy acceptance for dispensing.

The identified seller, price, applicable discounts, shipping, taxes and any separately authorized service fee must be disclosed before a charge. These Terms create no subscription, automatic renewal, referral reward or undisclosed fee. OMNIBIO does not guarantee availability, acceptance, compounding or dispensing.

For eligible OMNIBIO-sold clinic purchases, the Clinic Purchase Terms in Schedule D of the provider agreement govern their stated commercial subjects. Pharmacy and facility transactions remain subject to their own expressly accepted terms and lawful collection arrangements.

6. Information and Intellectual Property

OMNIBIO and its licensors retain rights in their platform, branding and materials. Access does not transfer ownership or grant permission to reproduce, resell or misrepresent them. You retain your rights in information you lawfully submit, subject to the limited permissions needed to perform the expressly authorized service.

You must have authority to submit information and instructions. Patient information may be submitted only through authorized services after the applicable privacy agreements, BAAs and safeguards are in place. Neither these Terms nor feedback permissions authorize unrelated use of PHI, disclosure of confidential information or AI training on patient information.

Approved AI use under these Terms is limited to non-patient business tasks. Patient or prescription information must not be submitted to AI services or used for model training under these Terms. Approved business uses must protect confidential information and remain within authorized vendor permissions. These Terms do not authorize patient-data AI processing, autonomous clinical decisions or prescribing.

7. Privacy and Third Parties

The Privacy Policy describes the information practices identified in that policy. It does not replace a BAA, a clinician's patient notice, a required authorization or a separate data-processing agreement. Access to a linked third-party service does not make OMNIBIO the operator of that service or waive OMNIBIO's own responsibilities.

Any exchange with a pharmacy, payment service, vendor or other recipient must follow the applicable lawful role, service agreement and privacy restrictions. Optional integrations are not blanket permission to disclose information to every third party.

8. Suspension and Ending Access

OMNIBIO may restrict affected functions to address unauthorized activity, a material security or safety risk, loss of required qualifications or a legal requirement. For contracted services, the provider agreement's notice, suspension and termination provisions control. Access restrictions do not extinguish accrued payment obligations, required records, applicable reporting or lawful access and transition duties.

9. Responsibility and Remedies

Each party remains responsible for its own conduct and duties under applicable law and any executed agreement. A separately executed agreement governs its warranties, indemnity, liability limits and remedies. These Terms do not create a second liability cap, change a provider's agreed cap or apply the sales-representative agreement's cap to platform users.

Where no separately executed agreement governs a claim, applicable law determines the available duties, remedies and defenses. No provision excludes nonwaivable rights or liability. Website information may change and is not a promise of product eligibility, availability or clinical outcome.

10. Changes and Document Priority

Applicable law controls. An executed BAA controls conflicts concerning PHI. The Provider Platform Payment & Compliance Agreement and its completed schedules control their subjects, including its document-priority rules. A product attestation and EPCS addendum apply only within their expressly accepted scope. A Privacy Policy notice cannot amend commercial rights or authorize prohibited data uses.

Material changes will be presented with an updated version and effective date and require any notice or renewed acceptance required by the applicable agreement or law. These Terms do not retroactively alter accrued rights, authorize new charges or expand a signed agreement without the required consent.

11. Notices and Disputes

OMNIBIO LLC, 1309 Coffeen Avenue, Suite 1200, Sheridan, WY 82801. Support and privacy intake: support@omnibio.com. Notices: OMNIBIO gives notices to a user by email to the address on the user's account and by announcements and notifications shown on the Platform after sign-in. A new version of a legal document is published on the Platform with its effective date; a version that materially changes the user's rights is presented for acceptance before the user continues, and any other version is announced on the Platform. Notices to OMNIBIO go to support@omnibio.com or to the address above. This provision does not replace a notice or service method required by law, change mandatory privacy/security reporting or deadlines, or deem a proposed amendment accepted. Document-priority and express-consent requirements remain controlling. A controlling executed agreement's mandatory or more specific notice requirements remain applicable.

For services covered by an executed agreement, its governing-law and dispute provisions apply. For other website or account disputes, Wyoming law governs, subject to applicable mandatory law. The parties shall first attempt mediation with a mutually acceptable mediator, then may proceed to court if unresolved. Proceedings shall be brought in a Wyoming state court of competent jurisdiction, or a federal court sitting in Wyoming if federal jurisdiction exists, subject to mandatory jurisdiction and venue rules. The parties consent to those courts to the extent lawfully permitted. Mediation will be conducted remotely with a mutually agreed mediator. Either party may proceed to court if the dispute remains unresolved thirty (30) calendar days after a written mediation request, unless both parties agree to extend that period. Failure to agree on a mediator or to participate does not extend the period. The parties will share the mediator's fees equally and each will bear its own legal fees for mediation, subject to applicable mandatory law and any applicable fee-award rights. Mediation does not prevent urgent interim relief, filings needed to preserve legal deadlines or exercise of nonwaivable rights.

12. Acceptance Record

The Platform retains, for each acceptance, the exact document version accepted and its effective date, a SHA-256 fingerprint of the text shown, the user account and, where the document is accepted for a clinic, the clinic, the typed name where the document is signed, the part of the Platform where it was given, the session, a keyed hash of the network address, and the acceptance date and time. Each user can see their acceptances in Settings. The record must reflect affirmative acceptance where required; storage or posting alone does not supply it.

An electronic acceptance record must identify the document version actually presented and the person taking the acceptance action. These fields do not represent that acceptance has already occurred.

13. Patient Accounts, Storefronts and Clinic Domains

13.1 A patient account is opened only by invitation from the patient's clinic, sent by email or, where the patient has agreed to receive texts, by text message. A patient signs in with a single-use sign-in link sent to the email address on the account and may add two-step verification with an authenticator app; once added, it is required at every sign-in. A patient account is for one person: do not share sign-in links or codes.

13.2 A clinic's storefront shows the products and prices the clinic chooses, at the clinic's storefront address on the Platform or on the clinic's own domain. The clinic decides whether its patients see its whole storefront or only the items it has approved for each patient, and may prepare a cart for a patient. The clinic sets the prices in its storefront. A request a patient sends from a storefront goes to the clinic and is not charged on the Platform. Some products cannot be shipped to some states.

13.3 A clinic's own domain belongs to the clinic, which registers it, points it at the Platform and keeps that setting in place. OMNIBIO serves the clinic's storefront on that domain while the domain points at the Platform and the clinic's account is active. Signing in on a clinic's own domain is handed over from the Platform.

13.4 The clinic, not OMNIBIO, is the patient's healthcare provider and decides which products are appropriate for the patient. The HIPAA Notice explains how OMNIBIO handles a patient's health information for the clinic.

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