Partner Program Operating Agreement

1. Program Description

The Program allows Partners—including licensed clinicians, unlicensed coaches, and other health professionals—to:

• Refer individuals to Healos’s testing services,
• Provide lab interpretation commentary or insights (non-diagnostic unless licensed), and
• Earn Partner Fees for qualifying interpretation activity or for bringing new members to the Healos platform, as described in Section 7.

Healos may make available text, images, data, link formats, marketing assets, partner dashboards, or other materials (“Content”). Use of Content is permitted only as described in this Agreement.

Healthcare Disclaimer:

Participation in this Program does not authorize Partners to practice medicine unless they are independently licensed and doing so outside the Program. Partners must not:

• Provide medical diagnoses unless appropriately licensed
• Imply that Healos supervises or endorses their clinical services
• Represent themselves as agents or employees of Healos

2. Enrollment

You must submit an application with complete and accurate information. Healos may accept or reject applications at its sole discretion, including if your site, content, or practice involves:

• Misleading or unsubstantiated health claims
• Illegal or unsafe activity
• Violation of intellectual property
• Impersonation of Healos or its clinicians
• Promotion of discriminatory, defamatory, violent, or obscene content

If accepted, you must maintain accurate information at all times.

3. Links, Branding, & Partner Pages

Once approved, you may display Program links (“Partner Links”) on your site or communications, provided:

• You use Healos-approved link formats
• You do not misrepresent Healos services
• You do not use Healos’s trademarks except as permitted
• You do not imply clinical endorsement or employment

Mobile apps or software tools must be pre-approved.

4. Program Requirements & Compliance

By participating, you agree to:

• Comply with all Healos guidelines and policies
• Remove any non-compliant material immediately upon request
• Provide information to verify compliance if requested
• Allow Healos to monitor your usage of Partner Links and related materials

If you violate any requirement, Healos may withhold Partner Fees, suspend your account, or terminate your participation.

5. Responsibility for Your Site and Conduct

You are fully responsible for:

• Your website/app/social channels
• Any statements you make about Healos or lab testing
• Ensuring all health claims are accurate, lawful, and within your scope of practice
• Maintaining privacy and security of any customer information you receive
• Your own compliance with healthcare advertising laws, licensing laws, and privacy laws

You agree to indemnify Healos for claims arising from:

• Your content, statements, or representations
• Your services or interpretations
• Your misuse of Healos materials or marks
• Any breach of this Agreement

6. Order Processing

Healos handles all test ordering, fulfillment, customer service, and reporting. Partners may not:

• Process orders on behalf of customers
• Handle payments
• Represent themselves as Healos staff

7. Partner Fees (Interpretation Fees)

Healos pays Partner Fees only for the following:

(a) Lab Interpretation Services

If you are approved by Healos to provide interpretation insights for clients, you may earn a Partner Fee for each interpretation you complete as defined in the Program Schedule.

If unlicensed, you may provide educational, non-diagnostic commentary only.

If licensed, you may provide clinically valid interpretations only under your own license.

(b) Customer Referrals

Healos may elect to pay Partner Fees for referred clients who:

• Register on the Healos platform, or
• Purchase a membership tier

…but no commissions are paid on lab test sales to avoid fee-splitting and healthcare regulatory issues.

(c) Prohibited Payments

Partner Fees will not be paid for:

• Referrals tied to medical inducements
• Orders made by the Partner for their own household
• Fraudulent or misleading marketing
• Incentivizing patients to test beyond legitimate interest
• Any activity prohibited by law or healthcare compliance rules

8. Payment Terms

Partner Fees are paid monthly, subject to:

• Minimum payout thresholds
• Compliance review
• Valid taxpayer information (W-9 for U.S. Partners)

Healos may withhold payment pending investigation of fraud or non-compliance.

9. Policies, Pricing, and Testing Rules

All customers using Healos are considered Healos customers. Healos controls:

• Pricing
• Test availability
• Membership fees
• Interpretation review processes
• Terms of use

Healos may change any policy at any time.

10. Identifying Yourself as a Partner

You may not represent yourself as a Healos employee or medical provider unless independently licensed and acting outside the Program.

Required disclosure (example):

“[Your Name] is a Partner of Healos and may receive Partner Fees for interpretation or educational services. This does not constitute medical advice.”

You may not issue press releases or imply endorsement by Healos.

11. Limited License

Healos grants you a limited, revocable license to use approved link formats and Content solely for Program participation.

All rights not expressly granted are reserved.

12. Submissions

If you provide Healos with content, interpretations, reviews, or suggestions, you grant Healos a perpetual, royalty-free license to use, reproduce, and modify them.

13. Compliance with Laws & Healthcare Rules

You must comply with:

• All U.S. federal, state, and local laws
• HIPAA (if you access or transmit PHI)
• FTC advertising rules
• State medical board restrictions
• Scope-of-practice rules

Unlicensed Partners must avoid any representation that could be construed as diagnosis or treatment.

14. Term & Termination

Either party may terminate at any time by written notice. Upon termination:

• Your license to Healos content ends immediately
• You must remove all Healos marks and Partner Links
• Healos may withhold fees to reconcile cancellations or fraud

Sections on indemnity, limitations, compliance, and confidentiality survive termination.

15. Modifications

Healos may modify this Agreement at any time. Continued participation constitutes acceptance.

16. Relationship of Parties

You and Healos are independent contractors. This Agreement does not create a partnership, employment, or medical supervision relationship.

You may not act on Healos’s behalf or bind Healos in any manner.

17. Limitation of Liability

Healos is not liable for indirect, incidental, or consequential damages. Healos’s maximum liability is limited to the Partner Fees paid to you in the prior 12 months.

18. Disclaimers

Healos provides all Program features “AS IS” without warranty. Healos may change, suspend, or terminate any part of the Program at any time.

19. Governing Law & Disputes; Miscellaneous; HIPAA Addendum

Governing Law & Disputes

This Agreement is governed by Florida law.

Venue lies exclusively in courts located in Palm Beach County, Florida.

Healos may seek injunctive relief for IP or confidentiality violations in any competent jurisdiction.

Miscellaneous

• Healos may operate competing programs.
• You may not assign this Agreement without Healos consent.
• Confidential information must be protected.
• Healos may disclose information to comply with law.

HIPAA Addendum (if Partner signs a BAA)

If Healos provides PHI to you under a Business Associate Agreement (BAA), you must:

• Maintain HIPAA compliance
• Use PHI only for permitted purposes
• Report breaches immediately
• Not subcontract PHI access without approval

Unlicensed Partners may receive only minimum necessary PHI and only with explicit customer authorization.

Contact

Questions about this Agreement? Contact team@healos.com or Healos, 17305 Saint James Ct, Boca Raton, FL 33496.