Terms and conditions

Last Updated: February 17, 2026

LUME LABS: MASTER SERVICE AGREEMENT & BINDING CONTRACT

By interacting with this web portal, selecting an “I Accept” prompt, or utilizing any other affirmative consent method presented through the interface, you acknowledge that you have reviewed, comprehended, and voluntarily agreed to be bound by this agreement. If you do not consent to these provisions, you are expressly forbidden from establishing a submission or accessing the service. You hereby designate any individual who clicks “agree” on your behalf as your authorized agent with the power to bind you to these terms.

Arbitration notice: Unless you exercise a valid opt-out in accordance with these provisions, you and Lume Labs agree that all legal controversies or disagreements arising from or relating to this agreement shall be mandated to final, binding arbitration. By entering into this contract, you voluntarily forfeit the right to a trial by jury or to participate in any representative, collective, or class-wide legal actions. Exceptions to this mandatory arbitration are detailed below.Critical health advisory: Lume Labs is not a crisis resource. In the event of an urgent health situation or medical emergency, contact 911 or seek immediate in-person care. The service is not designed for acute medical conditions. This agreement is subject to periodic updates as outlined herein.Lume Labs, PBC, (collectively, “Lume Labs,” “we,” or “us”), maintains the digital infrastructure located at lumebiosciences.com (the “Platform”). Your access to the Platform, including all content (“Content”), and the coordination of any prescription fulfillment services and provider-patient matching (collectively, the “Service”), is strictly governed by this Master Service Agreement (“Agreement”).

Please examine this document with precision, as it establishes the fundamental legal parameters of your use of the Service. Throughout this Agreement, the terms “you” and “yours” refer to the specific individual accessing or engaging with the Service.MINIMUM AGE AND ACCESS ELIGIBILITY: The Service is exclusively restricted to individuals who have attained at least eighteen (18) years of age. Persons under the age of eighteen (18) are strictly prohibited from accessing any portion of the Service or executing this Agreement. If you are a parent or legal guardian who believes an individual under the age of eighteen (18) has utilized the Service without authorization, please notify us immediately at hello@lumebiosciences.com.

ACKNOWLEDGMENT AND ADHERENCE TO TERMS

Your ability to enter and utilize the Service is predicated upon your compliance with this Agreement, alongside all relevant statutes and governmental mandates. If you do not provide your full consent to be legally bound by every provision herein, you are strictly forbidden from browsing, entering, creating a request for, or otherwise engaging with the Service or any proprietary materials or Content furnished via the Service, other than as required to examine these Terms. As the Service is subject to ongoing evolution and updates, we maintain the absolute authority to modify, update, or delete any segment of this Agreement or the Service at our exclusive discretion, without necessitating prior notification to you.

All modifications to this Agreement shall be considered active and enforceable immediately upon their publication on the Platform. Except where explicitly noted, all supplemental Content integrated into the Service remains subject to this Agreement from the moment of its digital publication. Should you find any portion of this Agreement or its subsequent modifications unacceptable, your exclusive recourse is to immediately cease all interaction with the Service. Your persistent engagement with the Platform following the publication of any updated Terms serves as your definitive confirmation and acceptance of this Agreement as currently amended.

1. RELATIONSHIP HIERARCHY AND ADMINISTRATIVE DISCLOSURES

Lume Labs provides a digital ecosystem to facilitate administrative logistics, product coordination, and connectivity between registered Users and independent third-party entities. Our Service acts as a technical intermediary to coordinate fulfillment services executed exclusively by Valiant Compounding Pharmacy (the “Pharmacy”). You acknowledge and consent that Lume Labs is not a manufacturer of medications; rather, the Pharmacy is solely responsible for the procurement of raw materials, the compounding process, and the final dispensing of prescription-grade products, including compounded SSRIs and L-methylfolate.Furthermore, Lume Labs facilitates your introduction to healthcare professionals who function as Independent Practitioners. These individuals operate without any formal working, employment, or coordination agreement with Lume Labs. All clinical evaluations, diagnoses, and treatment plans are the exclusive responsibility of the Independent Practitioner. By utilizing the Platform, you agree that the Pharmacy and Independent Practitioners are intended third-party beneficiaries of this Agreement, and any services rendered by them are subject to these Terms.When you use Lume's services, you establish a direct customer relationship with Lume. In connection with that relationship, you may provide Lume with information such as your name, email address, phone number, shipping address, and payment/transactional details (collectively, "Account and Transaction Information"). In order to help connect you with an independent licensed prescriber, Lume may collect certain information used for care coordination and matching purposes, such as: the state in which you reside (e.g., to identify prescribers licensed in your jurisdiction), your insurance coverage (name of provider solely), and non-clinical preferences regarding the type of prescriber you are seeking (for example, provider characteristics, scheduling preferences, or communication preferences). This information is collected to facilitate administrative matching and service logistics, and is not intended to be used for diagnosis or treatment decisions.

MERCHANT AND FACILITATOR ROLES: While Lume Labs facilitates the administrative workflow, including refill reminders, logistical coordination with the Pharmacy, and operational management, it does not engage in the practice of pharmacy or medicine. Your subscription constitutes a payment for the Product itself. For all transactions conducted through the Service, Stripe LLC acts as the merchant of record.

CLINICAL AND PHARMACEUTICAL INDEPENDENCE: Lume Labs exerts no oversight or control over the professional medical judgment of any Independent Practitioner or the pharmaceutical standards maintained by the Pharmacy. The Pharmacy remains entirely accountable for the nature and character of the professional services it provides, including adherence to all compounding and safety regulations. Your engagement with the Service establishes a direct customer relationship with Lume Labs for administrative purposes, but does not constitute a doctor-patient or pharmacist-patient relationship with Lume Labs.

UNENCRYPTED COMMUNICATIONS: You acknowledge that updates, messages, and reports from Lume Labs may be delivered via standard, unencrypted email and SMS messaging. Lume Labs does not assume responsibility for the inherent privacy or security risks of these standard communication channels. It is your sole obligation to monitor these channels, and Lume Labs shall not be liable for any injury or loss resulting from your failure to respond to or comply with instructions delivered through these means.
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2. FINANCIAL MANDATE AND INSURANCE DISCLAIMER

Lume Labs and the Service are not credentialed, affiliated, or contracted entities with any federal or state-funded healthcare initiatives, including but not limited to Medicare or Medicaid, for the delivery of health services or wellness products. Consequently, neither you nor Lume Labs are eligible to receive disbursements from such governmental programs for any offerings provided through the Service. Furthermore, while the Pharmacy may independently maintain enrollment in certain governmental programs, the specific nature of the wellness coordination and the administrative framework of the Service generally disqualifies these specific transactions from being categorized as covered benefits. By electing to utilize the Service, you are making a proactive and specific choice to acquire products and wellness coordination on a private, cash-pay basis, entirely independent of any governmental or public health coverage. Accordingly, the total financial obligation for any product or administrative service furnished to you remains your exclusive responsibility.

By providing your consent to use the Service, you definitively acknowledge and agree that 1) you are intentionally electing to obtain products and services through a private-pay arrangement outside the scope of any state or federal healthcare program, and you assume full and solitary financial accountability for all costs incurred via the Service; and 2) neither you nor Lume Labs, nor the Pharmacy or any Independent Practitioner, shall petition for reimbursement or submit any formal claim to a federal or state healthcare program for the expenses associated with the products or services provided through this Platform.

3. PHARMACY COORDINATION AND DATA AUTHORIZATION

By utilizing the Lume Labs platform and services, you hereby grant Lume Labs, and its authorized employees and contractors, an express, limited, and revocable authorization to act as your authorized representative and care coordinator in connection with your prescriptions dispensed by our third-party pharmacy partners, specifically including Valiant Pharmacy. You acknowledge and agree that Lume Labs operates as an administrative and fulfillment coordination entity and is not a licensed pharmacy or healthcare provider. In furtherance of these coordination services, you expressly authorize Lume Labs to access, retrieve, and review your Protected Health Information (“PHI”) as maintained within the LifeFile prescription management system or any successor pharmacy management platform utilized by our pharmacy partners. This authorization includes, but is not limited to, the right for Lume Labs to access your full prescription records, including specific drug formulations, dosages, date of birth, contact information, shipping address, refill records, and any relevant medical history provided by your healthcare prescriber.You further acknowledge and agree to the specific operational workflow required to facilitate your out-of-pocket transactions. You understand that when your healthcare provider transmits a prescription for a Lume-branded formulation to Valiant Pharmacy, Valiant Pharmacy will generate a unique electronic record or “instance” within the LifeFile system. You hereby authorize Lume Labs, by virtue of its administrative permissions within the LifeFile platform, to access and monitor these records for the purpose of reconciling clinical fulfillment data with your payment status as recorded in the Lume Labs internal financial systems, including Stripe. You acknowledge that this information exchange is a strict requirement for order processing and that Valiant Pharmacy does not have reciprocal access to your Stripe payment information or sensitive financial data. You agree that Lume Labs may hold and process this clinical information to verify that the medication fulfilled by Valiant Pharmacy matches the purchase made via the Lume Labs platform.

In addition to order reconciliation, you grant Lume Labs the authority to manage the ongoing lifecycle of your prescription through refill coordination and patient communication services. This includes the express authorization for Lume Labs to monitor medication adherence and expiration dates within the LifeFile system and to initiate communications with you and your healthcare provider regarding refill authorizations. You provide your prior express consent for Lume Labs to send you notifications, alerts, and reminders via electronic mail, short message service (SMS), or telephone, as well as to contact your prescribing physician on your behalf to request new or updated prescriptions. You understand that this coordination is intended to ensure continuity of care and that you may revoke this authorization at any time by providing written notice to Lume Labs, though you acknowledge that such revocation may immediately result in the inability of Lume Labs to facilitate the fulfillment or payment of your compounded medications.

4. AUTOMATED BILLING AND REFILL AUTHORIZATION

By utilizing the Lume Labs platform and engaging with our partner healthcare providers, you provide your express and standing authorization for Lume Labs to initiate an automated charge to your designated payment method immediately upon the issuance of a prescription for any Lume-branded formulation, including but not limited to SSRI+ compounds. You acknowledge and agree that the transmission of a prescription from your healthcare provider to Valiant Pharmacy constitutes a definitive trigger for payment processing. Furthermore, you grant Lume Labs the authority to automatically process subsequent charges for all future prescriptions or prescription renewals issued by a healthcare provider on your behalf. This authorization remains in effect for all subsequent instances where a prescriber authorized by you transmits, writes, or modifies a prescription for Lume products as recorded within the LifeFile prescription management system.

For all subsequent prescription refills, Lume Labs will provide you with a notification via the email address associated with your order at least five (5) days prior to the automated processing of said refill. This notification serves as your window to review the upcoming billing event. You maintain the right to terminate your participation in this automated billing program and cancel your current or subsequent deliveries at any time by providing written notice of cancellation via email to hello@lumebiosciences.com. To effectively prevent the processing of a scheduled refill and its associated charges, your cancellation request must be received and executed at least forty-eight (48) hours before the billing date specified in your five-day notification. Please note that once a medication has entered the fulfillment and compounding process at the Pharmacy, Lume Labs does not provide prorated refunds or credits, though discretionary refunds may be considered on an individual basis. Failure to cancel within the designated timeframe constitutes your acceptance of the pending charge and authorization for the Pharmacy to proceed with the custom formulation of your medication.

5. AUTO-REFILL BILLING, TAXATION, AND PRICING TRANSPARENCY

1. Recurring Payment Mechanics. Specific offerings accessible via our Platform are provided exclusively through an automated, recurring Auto-Refill arrangement. For all Auto-Refill products, your designated payment method will be debited as triggered by the prescription events described in the preceding section. While Lume Labs facilitates payment via third-party financial services (e.g., Stripe), your specific repayment terms, interest rates, and fee structures are governed strictly by the terms of those independent providers. To ensure an uninterrupted treatment regimen and account for compounding lead times, we may initiate your initial and subsequent renewal charges up to forty-eight (48) hours prior to the scheduled renewal date to account for logistical variables, holidays, or operational requirements.

2. Tax Adjustments and Estimates. You acknowledge that any tax amounts displayed during the checkout or prescription intake process are a preliminary estimate only. The final tax amount debited from your payment method may be adjusted to account for variances in third-party processor calculations or fluctuations in applicable state and local tax rates at the exact time of the transaction. You authorize Lume Labs to adjust these totals automatically without further notification.

3. Consolidated Pricing Transparency. For administrative simplicity and to provide a seamless patient experience, you will be presented with a singular, "comprehensive" 

4. Auto-Refill fee. This total price incorporates the costs for: (a) operational coordination and platform access provided by Lume Labs; (b) raw ingredient and specialized packaging costs; (c) shipping and handling; and (d) professional fees charged by the Pharmacy for the procurement, clinical review, and compounding of your medication. These respective amounts are collected by Lume Labs as the merchant of record. By authorizing these charges, you acknowledge that Lume Labs subsequently disburses the appropriate portions of your payment to the Pharmacy to satisfy their fulfillment and professional fees.

6. PRESCRIPTION PRODUCTS AND AUTO-REFILL PROTOCOLS

Offerings available via our Platform are designated as prescription-only and necessitate a valid medical authorization from a licensed Independent Practitioner. You are ineligible to acquire any prescription-grade product, including Escitalopram+, Citalopram+, Sertraline+, or Fluoxetine+, unless you have successfully completed a clinical evaluation with an Independent Practitioner who has determined such treatment is medically appropriate and has issued a formal patient-specific prescription.

COORDINATED FULFILLMENT THROUGH VALIANT: Lume Labs has established an exclusive administrative and logistical coordination arrangement with Valiant Compounding Pharmacy (the “Primary Pharmacy”) to manage the procurement and compounding of your medications. The comprehensive Auto-Refill fee and the Merchant of Record services provided by Lume Labs (processed through Stripe) are predicated on the utilization of this Primary Pharmacy. By enrolling in the Service, you acknowledge and consent that Lume Labs will, by default, facilitate the fulfillment, preparation, and distribution of your medications through the Primary Pharmacy.

PATIENT FREEDOM OF PHARMACY CHOICE: Notwithstanding our primary partnership, you maintain the statutory right to have your prescription fulfilled at any pharmacy of your choosing. If you elect to utilize an external pharmacy, you acknowledge and agree to the following:
1. Notification Requirement: You must contact Valiant Pharmacy to coordinate transfer of prescription records.
2. Termination of Bundle: Selecting an external pharmacy effectively terminates the "Coordinated Fulfillment" portion of your Service, and Lume Labs’ integrated logistical support and Merchant of Record services will be unavailable for that order.

NO RETURNS OR REFUNDS FOR PRESCRIPTIONS: Due to strict pharmaceutical safety regulations and state laws, once a prescription product has been dispatched by the Pharmacy, it cannot be returned or exchanged under any circumstances. All sales of prescription-grade products are final, and Lume Labs does not offer credits or refunds for medications once they have entered the commercial carrier's possession.

PHARMACEUTICAL DISCRETION: You authorize the Pharmacy to utilize professional discretion in the compounding process, including the selection of bioequivalent ingredients, specific excipients, or base materials, provided they align with the Independent Practitioner's medical authorization and comply with all state and federal compounding standards.

DELIVERY, TITLE, AND RISK OF LOSS: Lume Labs and the Pharmacy are not liable for packages that are lost, stolen, or delayed due to carrier errors or "porch piracy". Title and Risk of Loss for all products transfer to you the moment the package is delivered to the commercial carrier. We do not guarantee delivery dates and are not responsible for drug degradation caused by exposure to extreme temperatures during shipping or after delivery.

STATUTORY CLASSIFICATION: All prescription products coordinated through the Platform are categorized as “Third-Party Goods and Services”. You understand that compounded medications are not reviewed or approved by the FDA for safety or efficacy, and they are prepared specifically for you by a licensed pharmacist in accordance with state and federal compounding regulations (Section 503A).

7. REQUESTED SERVICES AND DATA AUTHORIZATION

Your engagement with the Platform constitutes a definitive request for the specific features, administrative coordination, and products provided by Lume Labs and its associated partners. You acknowledge that the delivery of these "Requested Services" inherently requires the processing of personal information, which may include sensitive health data, clinical history, and biometric identifiers subject to rigorous legal protections.
1. Authorization for Processing: By utilizing the Service, you proactively request and authorize Lume Labs to collect and process your personal information as necessary to facilitate the service. This includes, but is not limited to, the verification of your identity, and the management of your Auto-Refill logistics.
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2. Personalization and Service Optimization: The Service provided to you is uniquely tailored based on your provided data. You understand that this request for service includes the use of your health information to generate, refill reminders, provider matching intended to enhance your treatment success and continuity.

3. Risk of Internet Transmission: While Lume Labs utilizes industry-standard encryption and security protocols (including partners like Stripe, LifeFile and secure communication suites), you acknowledge that the transmission of data via the internet is never entirely secure. You accept that any submission of sensitive information is performed at your own risk, and you waive claims against Lume Labs for unauthorized interceptions or circumventions of security measures beyond our reasonable control.

4. De-Identified Data Usage: You grant Lume Labs the right to utilize de-identified, anonymized, or aggregated versions of your data for internal research, platform optimization, and commercial analysis. This data will not be capable of identifying you individually and will be utilized to improve the safety and efficacy of the Platform's administrative workflows.

5. Vendor Data Sharing: To fulfill your request for services, Lume Labs may share necessary data with third-party vendors, including fulfillment partners like Valiant Compounding Pharmacy and technical service providers. You authorize these third parties to receive and process your information solely as required to execute their specific roles in the delivery of the Service.

8. JURISDICTIONAL AVAILABILITY AND SCOPE OF USE

The Service is exclusively accessible to individuals who are physically located within the specific states where Lume Labs operates, have reached the age of eighteen (18) (or the legal age of majority in their home jurisdiction, if greater), and have formally accepted the terms of this Agreement. By accessing, or utilizing the Service, you provide the following representations and warranties to Lume Labs:

1. Identity and Veracity: You represent that all identification and health data provided is yours alone. You authorize Lume Labs to utilize third-party verification services to confirm your identity and age, and you acknowledge that failure to pass these verification checks will result in immediate service termination.

2. Geographic Residency: At the moment of any consultation with an Independent Practitioner, you are physically present in the same state designated as your shipping address provided. If you must update your address, do so by written email to hello@lumebiosciences.com.

3. Lawful Intent: Your engagement with the Platform is strictly for lawful purposes, and you agree to remain in compliance with all relevant statutes and governmental mandates throughout your use of the Service.

Regulatory Adaptability and State Disclosures: Please be advised that the Service is subject to a complex web of state-specific healthcare and pharmacy regulations. Consequently, the availability of the Platform or specific Auto-Refill products may fluctuate without prior notice to accommodate evolving legal requirements in your jurisdiction. In certain states, specific "Patient Bill of Rights" or "Pharmacy Choice" disclosures may be required; by using the Service, you acknowledge that you have reviewed any state-specific notices provided through the Platform interface.

9. USER OBLIGATIONS: INFORMATION, CONNECTIVITY, AND SECURITY

9.1 Connectivity Costs and Third-Party Fees. You acknowledge and agree that you are exclusively responsible for all costs, surcharges, and fees incurred in connection with your access to the Service, including but not limited to internet service provider (ISP) charges, mobile data fees, and roaming surcharges. Lume Labs shall have no liability for interruptions in care or Service delays resulting from your failure to maintain adequate technical infrastructure.

9.2 Mandatory Duty of Veracity. The safety and efficacy of the Service, the medications dispensed by the Pharmacy, are fundamentally dependent on the information you provide. You maintain a strict, ongoing obligation to provide information that is truthful, accurate, and exhaustive in all questionnaires, forms, and communications. You acknowledge that providing false, misleading, or incomplete information may result in inappropriate treatment, health risks, and the immediate termination of your account.

9.3 Submission Integrity and One-Time Access. You acknowledge that the Service does not maintain persistent requests. Each interaction is treated as a discrete Service Request. You are responsible for the accuracy of the information provided in each submission. Any unique links sent to your email for follow-up are for your use only; Lume Labs disclaims liability for unauthorized access to your email account.

9.4 Acknowledgment of Unencrypted Communications. You acknowledge that standard email, SMS, and other unencrypted electronic messaging systems are not entirely secure. By utilizing the Service, you voluntarily accept the inherent privacy and security risks associated with receiving health-related notifications or administrative updates via these channels. You hereby waive any claims against Lume Labs for unauthorized interceptions or data breaches that occur through the use of such unencrypted communication methods.

9.5 Modification of Technical Configurations. Lume Labs reserves the absolute right to modify, overhaul, or update the technical requirements, software prerequisites, and access configurations of the Platform at any time and without prior notice. Your continued use of the Service following such changes constitutes your acceptance of and compliance with the updated technical standards.

Privacy Policy

Lume understands that confidentiality and privacy related to your personal information is of the utmost importance. Please see our Privacy Policy for a description of how we may collect, use and disclose your personal information.

10. PRIVACY PROTOCOLS AND PROTECTED INFORMATION

10.1 Establishment of Customer Relationship. By utilizing the Service, you are initiating a transaction-based relationship. Lume Labs collects data solely to facilitate the specific request submitted. Because no persistent user profile is created, users must provide accurate data for each individual request. As part of this engagement, you provide Lume Labs with specific identifiers, including but not limited to your name, contact information, and shipping address, which we collect, utilize, and disclose in accordance with our Privacy Policy. You acknowledge that Lume Labs does not classify this primary account and administrative data as "health" or "medical" information under applicable law.

10.2 HIPAA Status and Regulatory Framework. Lume Labs is not a "covered entity" as defined by the Health Insurance Portability and Accountability Act of 1996 and its subsequent amendments (collectively, "HIPAA"). While the Pharmacy or Independent Practitioners may function as "covered entities" or "business associates," you understand that HIPAA does not automatically apply to every interaction or entity simply because health information is involved. To the extent Lume Labs is formally designated as a "Business Associate" of the Pharmacy or an Independent Practitioner, it may be subject to specific HIPAA provisions solely regarding "protected health information" (“PHI”) generated for operational purposes.

10.3 Handling of Protected Information. Any medical or health data subject to specific protections under HIPAA or relevant state privacy statutes (collectively, "Protected Information") will be managed strictly in accordance with those applicable laws. However, you agree that any information that does not legally constitute Protected Information may be utilized or disclosed in any manner permitted under our Privacy Policy. This includes data that has been de-identified in accordance with HIPAA standards. You grant Lume Labs the right to use such de-identified data for research, optimization of our prescription coordination, and general commercial analysis.

10.4 Acknowledgment of Privacy Practices. The Pharmacy and Independent Practitioners have established their own Notice of Privacy Practices detailing how they utilize and disclose Protected Information. By accessing or utilizing any segment of the Service, you acknowledge receipt of these Notices from your respective healthcare providers and pharmacy partners.

10.5 Scope of Clinical Data. You agree that even if HIPAA is deemed applicable to Lume Labs or its partners, any information you submit to the Platform that is not intended exclusively for prescription fulfillment by the Pharmacy is not considered Protected Information. Such data remains subject only to our standard Privacy Policy and any state laws governing the privacy of general consumer information.

Registration; Submissions, Access Links, and Security

For purposes of clarity, information you provide to Lume Labs in order to utilize the service, including your legal name, contact information, shipping address, and phone number, are not considered Protected Information for purposes of the Privacy Protocols and Protected Information section above. You agree to accurately maintain and update any information about yourself that you have provided to Lume Labs, or the Pharmacy. If you do not keep such information current, or fail to submit truthful, accurate, and complete information, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your profile and your use of the Service. You also agree to immediately notify Lume Labs of any unauthorized use of your unique access links or any other breach of security that you become aware of involving or relating to the Service by contacting Lume Labs via hello@lumebiosciences.com. Lume Labs explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section.

You should keep in mind that the Service and our services are run on software, hardware, and networks, any component of which may, from time to time, require maintenance or experience problems or breaches of security beyond our control. In addition, persons with physical or digital access to your computer, phone, or other mobile devices may be able to access the Service and information about you, including medical information, contained in the Service.You must exercise caution, good sense, and sound judgment in using the Service. You are prohibited from violating, or attempting to violate, the security of the Service. Any such violations may result in criminal and/or civil penalties against you. Lume Labs may investigate any alleged or suspected violations and, if a criminal violation is suspected, Lume Labs may cooperate with law enforcement agencies in their investigations. You acknowledge that Lume Labs reserves the right to modify the access configuration and security requirements of the Service at any time without prior notice to you.

Use and Ownership of the Service

The Service, including all underlying digital infrastructure, and Content rendered accessible via the Platform, is governed by domestic and international intellectual property statutes. Subject to your continuous adherence to this Agreement, Lume Labs accords you a restricted, non-assignable, non-sublicensable, and terminable authorization to access and utilize the Service exclusively for your individual, non-commercial coordination. Unless explicitly documented by Lume Labs in a separate signed writing, your right to engage with any component of the Service or the Content is strictly conditional upon this Agreement, and all rights, titles, and interests not expressly granted herein are reserved solely by Lume Labs. You acknowledge that Lume Labs and its strategic partners—specifically including Valiant Compounding Pharmacy, retain absolute ownership of the Service, encompassing but not limited to all proprietary prescription ratios (including SSRI and L-methylfolate stacks), therapeutic protocols, coordination algorithms, source code, visual architectures, conceptual frameworks, clinical descriptions, educational media, animations, and technical documentation.

You are strictly prohibited from removing, obscuring, or modifying any copyright, trademark, service mark, or other proprietary designations integrated into or accompanying the Service. The "Lume Labs" name, alongside all associated graphical logos, service marks, and trade designations utilized in connection with the Service, are the exclusive trademarks of Lume Labs and may not be deployed, replicated, or referenced without our prior written authorization, specifically in association with any third-party products or professional services. Other trademarks or service marks appearing within the Service remain the sole property of their respective owners. Furthermore, you are prohibited from utilizing any "robot," "spider," "scraper," or other automated software or manual process to monitor, copy, or "mine" the Content or data available through the Service for any purpose without our express written consent. You agree that any feedback, suggestions, or technical insights you provide to Lume Labs regarding the Service shall become the exclusive property of Lume Labs. We reserve the right to utilize such input for any commercial or clinical purpose, including the refinement of our prescription coordination, without obligation, credit, or financial compensation to you.

License to Information Submitted via the Service

Subject to the specific limitations regarding Protected Information established herein, any data, insights, or communications you transmit to Lume Labs through the Service, whether via direct interface entry, electronic submission, email, or alternative channels, including clinical information, inquiries, comments, peer-to-peer communications, or wellness suggestions (collectively, “Submissions”), will, to the maximum extent permitted by governing law, be treated as non-confidential and non-proprietary. Subject to any prevailing account configurations you may elect, you hereby grant Lume Labs a fully compensated, royalty-free, perpetual, irrevocable, global, non-exclusive, and comprehensively sublicensable right and license (encompassing all associated moral rights) to utilize, license, disseminate, reproduce, modify, adapt, and publicly exhibit such Submissions (in whole or in part) for the operational execution and continuous improvement of the Service for you and our broader user base. You warrant and represent that you own or otherwise control all rights to the Submissions and that the holder of any global intellectual property right, including moral rights, has comprehensively and effectively waived all such rights and has validly and irrevocably authorized you to grant the license articulated above. You agree to indemnify and hold Lume Labs harmless from any third-party claims resulting from Submissions you provide that infringe upon any intellectual property or proprietary rights. You acknowledge that you, and not Lume Labs, assume sole responsibility for the integrity and legality of all Submissions you furnish to the Service. Furthermore, Lume Labs maintains the absolute authority, at its sole discretion, to edit, duplicate, or alter any Submission in any manner and for any objective Lume Labs deems necessary or advantageous, and you hereby irrevocably waive any and all moral rights or "droit moral" you may possess in the Submission. You further agree that you maintain no right of prior approval and no entitlement to financial compensation or credit in connection with the utilization of any Submission, and that this license shall survive the termination of your account or this Agreement.

Notwithstanding the foregoing, if a Submission you provide contains Protected Information, Lume Labs’ rights and authorizations under this section regarding the utilization or disclosure of such Protected Information shall be strictly limited to the extent mandated by HIPAA and applicable state privacy statutes. Lume Labs reserves the right to de-identified and aggregate any Submission in accordance with Section 10.4 of this Agreement; once such data has been successfully de-identified, it shall no longer be considered Protected Information and shall be subject to the broad license grants established in this section. You agree that Lume Labs may utilize these de-identified insights to refine our coordination algorithms, pricing structures, and logistical workflows without further notice to you or any third party.


12. PROHIBITED CONDUCT AND PLATFORM INTEGRITY

You are strictly prohibited from utilizing or attempting to utilize the Service for any objective that is unlawful, unauthorized, fraudulent, or malicious in nature. You agree not to engage in any activity that could damage, disable, overburden, or impair the digital infrastructure, servers, or networks connected to the Platform, or interfere with any other party’s legitimate use and enjoyment of the Service. Unauthorized attempts to gain access to other user profiles, computer systems, or networks through hacking, credential mining, or any other illicit means are strictly forbidden. You are prohibited from accessing data, systems, or information not intentionally designated for user access by Lume Labs, or obtaining materials through any means not explicitly made available through the Platform’s interface. You further agree not to reverse engineer, disassemble, or decompile any technology, proprietary coordination algorithms, or software utilized by the Service, nor shall you utilize the Platform for any purpose other than the specific business and wellness objectives for which it was intended.

In connection with your interaction with the Platform, you represent and warrant that you will not: (a) transmit any communication, data, or content that is unlawful, predatory, harassing, defamatory, or inappropriate with respect to race, gender, ethnicity, or other intrinsic characteristics; (b) establish a fraudulent identity or duplicative profiles to mislead Lume Labs or the Independent Practitioners, or impersonate any person or entity; (c) upload or disseminate material containing viruses, malware, or any code designed to compromise the operation of another’s hardware or Lume Labs’ systems; (d) utilize the Service’s communication features in a manner that adversely affects resource availability, such as through "flooding" or repetitive posting; (e) transmit unsolicited commercial solicitations, "spam," or "phishing" attempts; or (f) manipulate the display of the Service through framing, mirroring, or similar navigational technology. Furthermore, you are prohibited from probing, scanning, or testing the vulnerability of the Service or its related networks, or attempting to harvest information about other users, including contact credentials or health data.

You are explicitly prohibited from utilizing any "robot," "spider," "scraper," or other automated or manual process to monitor, copy, download, or "mine" the Content, data, or proprietary stacking ratios available through the Service for any purpose without our prior written consent. This includes any attempt to reproduce or distribute information for competitive analysis, commercial resale, or the training of external machine-learning models. Additionally, you agree not to engage in "Doctor Shopping" or any deceptive behavior intended to circumvent clinical protocols or obtain multiple prescriptions for the same or similar medications across different platforms. You are further strictly prohibited from using the Service, or any information obtained therefrom, to engage in any activity that is intended to, or could reasonably be expected to, disparage, defame, or otherwise cause commercial harm to Lume Labs, the Primary Pharmacy, or the Independent Practitioners. This includes, but is not limited to, the publication of false, misleading, or malicious statements in any public forum, social media platform, or review site that target the professional reputation, clinical integrity, or business operations of Lume Labs and its associated partners. Any use of the Platform to develop a competing product or to launch "bad faith" public attacks based on fabricated or distorted experiences is a material breach of this Agreement. Lume Labs reserves the right to utilize advanced behavioral analytics and third-party verification services to identify and terminate accounts suspected of engaging in such diversionary, competitive, or malicious tactics.

Lume Labs reserves the absolute authority to take any lawful actions deemed necessary in response to actual or suspected violations of these prohibitions, including the immediate suspension or permanent termination of your access to the Service without notice. We maintain the right to cooperate fully with law enforcement agencies and regulatory authorities in the investigation of any suspected criminal or civil wrongdoing. Except as restricted by our Privacy Policy or governing law, Lume Labs reserves the right at all times to disclose any information necessary to satisfy legal mandates, governmental requests, or judicial processes, and to edit or remove any Submission or Content, in whole or in part, at our sole clinical and administrative discretion.

Right to Monitor

Lume Labs reserves the right to monitor general use of the Service at any time as it deems appropriate and to remove any materials that, in Lume Labs’ sole discretion, may be illegal, may subject Lume Labs to liability, may violate this Agreement, or are, in the sole discretion of Lume Labs, inconsistent with Lume Labs’ purpose for the Service.

13. PROVISION OF THIRD-PARTY GOODS AND SERVICES

Independent entities other than Lume Labs, specifically including licensed Independent Practitioners and the Primary Pharmacy deliver clinical services and dispense medical products (collectively, “Third Parties”). Additionally, Lume Labs may facilitate your acquisition of specific clinical services, or compounded medications prepared, managed, or sold by these Third Parties (“Third-Party Goods and Services”). You acknowledge and agree that your utilization of any Third-Party Goods and Services and all interactions with such Third Parties, encompassing the clinical evaluation, the issuance of prescriptions, the compounding of medications, and the delivery of such goods, are conducted solely between you and the respective Third Party. You are encouraged to perform any investigation or due diligence you deem necessary or appropriate before engaging in any transaction involving these Third Parties. You assume exclusive responsibility for, and shall exercise heightened caution, discretion, and professional judgment in, utilizing the Service and disclosing sensitive personal information to any Third Party.

You explicitly agree that Lume Labs shall not be held accountable or liable for any loss, clinical complication, or damage of any nature incurred as a result of your interaction with the Service including any reliance on Third-Party Goods and Services. In the event of a dispute between you and any Third Party, Independent Practitioner, Pharmacy, or any other User, you understand that Lume Labs is under no legal obligation to intervene. You hereby irrevocably release and indemnify Lume Labs, Valiant Compounding Pharmacy, and their respective corporate parents, subsidiaries, and affiliates, along with all associated directors, officers, employees, representatives, partners, and legal counsel (collectively, “Lume Labs Parties”) from any and all claims, demands, or damages (actual or consequential) of every kind or nature, known or unknown, arising out of or in any way related to such disputes or the Service. if you are a resident of California, you expressly waive the protections of California Civil Code Section 1542, which provides: “a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Consistent with the transparency standards established by Lume Labs and our commitment to regulatory compliance, be advised that certain shareholders, officers, directors, or contractors of Lume Labs (collectively, “Lume Labs Personnel”) may maintain a financial interest in one or more Third Parties, including the Primary Pharmacy, and may profit directly or indirectly from your utilization of such Third Parties or the purchase of Third-Party Goods and Services. Your use of the Service constitutes your informed acknowledgment of these potential financial interests and your agreement to proceed notwithstanding such relationships.

14. TERMS OF SALE AND PAYMENT PROTOCOLS

All products offerings available through the Service are subject to inventory availability. Lume Labs reserves the absolute right to impose quantity restrictions on any order or to reject any portion of an order without prior notification. In the event of a clerical or systemic error regarding pricing or product descriptions, we reserve the right to rectify the error and adjust your order accordingly, including the application of the correct price, or to cancel the transaction and issue a refund for any amounts collected. Prices for all products are subject to change at any time at our sole discretion. You assume full responsibility for any applicable sales, use, excise, or other governmental taxes, duties, or fees (“Taxes”) associated with your purchase. While Lume Labs will collect Taxes where we determine a statutory duty exists, any tax estimate provided at checkout is subject to adjustment based on fluctuating rates and processor variances. You may maintain a legal obligation to report and pay Taxes directly to your local jurisdiction if Lume Labs does not collect them on your behalf.

Only valid payment methods recognized by our Platform may be utilized to finalize a purchase. By submitting payment information, you represent and warrant that you are authorized to utilize the designated payment method and grant Lume Labs the authority to charge that method for the total amount of your order, including all applicable Taxes and shipping fees. Should your payment method be declined, Lume Labs and our third-party payment processors will attempt to re-process the charge until the transaction is successfully authorized. You acknowledge that Lume Labs and its primary payment vendor, Stripe, may receive and utilize updated payment card data, such as new expiration dates or card numbers, provided by your issuing bank to ensure the continuity of your Auto-Refill services. You may opt out of these update services through your card issuer; however, failure to provide valid payment information will result in the suspension of your Service. Lume Labs is not responsible for any overdraft or banking fees resulting from processed transactions. If a charge is reversed by your bank, we reserve the right to bill you directly or seek alternative payment methods to satisfy the outstanding balance.

In connection with any transaction facilitated via the Platform, you will be required to supply pertinent data, including your payment card details, billing address, and contact information. By providing this data, you grant Lume Labs an irrevocable, perpetual, and unencumbered right to share this information with necessary third parties, specifically Stripe, to facilitate the execution of the transaction. You acknowledge that Lume Labs’ relationship with Stripe is strictly contractual; Stripe operates as an independent third-party vendor and is in no way subject to the direction or control of Lume Labs. Nothing in this Agreement shall be construed to create a fiduciary, agency, or partnership relationship between Lume Labs and its payment vendors.

You agree to remit any shipping and handling charges displayed at the time of purchase. Lume Labs reserves the right to adjust these charges periodically, provided that such changes will be disclosed to you prior to the finalization of a new transaction. Any delivery windows or arrival dates provided during the checkout process are estimates only and are not guaranteed. Consistent with industry standards, the Risk of Loss and title for all products transfer to you the moment the package is delivered to our designated commercial carrier. Lume Labs is not liable for delays, damage, or loss occurring during transit or following delivery to your specified address.

Lume Labs reserves the right to address and remedy User concerns or order disputes on a case-by-case basis. We maintain absolute discretion in resolving customer issues based on the specific facts and circumstances of each interaction, and any resolution provided in one instance does not constitute a waiver of our rights or a guarantee of a similar resolution in future occurrences.

15. TERMINATION OF SERVICE AND SURVIVAL

Lume Labs reserves the absolute authority to terminate your access to the Service, or any specific functionalities or offerings provided therein, at any moment and for any reason without prior notification. Such termination may occur, without limitation, due to conduct that violates the terms of this Agreement, the expiration or termination of our administrative arrangements with the Independent Practitioners or the Primary Pharmacy, or the total or partial discontinuation of the Service. The provisions of this Agreement concerning Service security, prohibited conduct, intellectual property ownership, User Submissions, disclaimers of warranty, limitations of liability, mandatory arbitration and dispute resolution, indemnification, and jurisdictional mandates shall survive any such termination of the Service or the dissolution of your relationship with Lume Labs. By utilizing the Service, you agree that if your authorization to use the Service is revoked, you will not attempt to re-access the Service under any identity, whether authentic or assumed. You further agree that any violation of this restriction following termination shall require you to indemnify and hold all Lume Labs Parties harmless from any and all liabilities, costs, or damages incurred as a result of such unauthorized access.

Except as explicitly established in our Privacy Policy or as mandated by governing law, including any statutory obligations to provide access to your clinical health records, Lume Labs maintains no obligation, either before or after the termination of your access, to return, transfer, or otherwise furnish to you or any third party acting on your behalf any Content, Submissions, or information provided by you or the Independent Practitioners. We reserve the right to retain, archive, or delete such information in accordance with our internal data retention protocols and applicable regulatory requirements. You acknowledge that Lume Labs is not a "covered entity" and that our administrative data retention is distinct from the medical record-keeping duties of the Independent Practitioners.

16. DISCLAIMERS OF WARRANTIES

The content and clinical coordination information furnished through the Service are provided by Lume Labs as a matter of administrative convenience and educational reference. Any User reliance upon the Content or information retrieved via the Service is conducted exclusively at your own risk. Lume Labs assumes no responsibility for how you or your Independent Practitioner utilize the information provided on the Service.

The service and all associated content are provided on an “as is” and “as available” basis. Any access to, or utilization of, the service is entirely voluntary and at the exclusive risk of the user. Lume Labs and each third party offering products or services through the service, specifically including the independent practitioners and the primary pharmacy, to the maximum extent permitted by governing law, expressly disclaims all warranties and conditions of any category, whether express, implied, statutory, or otherwise. This includes, without limitation, the implied warranties of merchantability, non-infringement of third-party intellectual property, satisfactory quality, and fitness for a particular purpose regarding the service and any information, content, medication, product, or material provided therein. Lume Labs does not warrant, represent, or guarantee the accuracy, exhaustiveness, reliability, timeliness, or clinical utility of the service or the content. We do not warrant that the service will operate without latency, disruptions, interferences, technical imperfections, data corruption, or vulnerability to cyber-attack, viruses, malware, or other adverse security incidents. Furthermore, Lume Labs does not guarantee any specific clinical outcome or therapeutic result from the use of medications coordinated through the service, as individual physiological responses to compounded formulations may vary significantly.

17. LIMITATION OF LIABILITY

To the maximum extent permitted by governing law, under no circumstances shall Lume Labs, nor any of its affiliates, officers, directors, employees, or agents, be held liable to you or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages. This exclusion encompasses, without limitation, damages for personal or bodily injury, emotional distress, wrongful death, loss of data, diminution of goodwill, lost revenue, or anticipated profits, regardless of whether such damages arise from the use of, or the inability to utilize, the service or any content rendered accessible via the platform. This limitation applies to all services performed or products dispensed by third parties (including the independent practitioners and the primary pharmacy) and remains enforceable whether the claim is predicted upon warranty, contract, tort (including negligence), strict liability, or any other legal theory, even if Lume Labs has been specifically advised of the potential for such losses.

Notwithstanding the foregoing, the aggregate liability of the Lume Labs parties arising out of or in connection with your interaction with the service shall be restricted exclusively to the amount of actual damages sustained by you, and in no event shall such total liability exceed the sum of one thousand U.S. dollars ($1,000.00).Any legal proceeding or claim arising in connection with your use of the platform, the content, or the service must be commenced within one (1) year from the date the event giving rise to such action occurred. Failure to initiate a claim within this twelve-month period constitutes an irrevocable waiver of your right to seek redress for the incident.

Certain jurisdictions do not permit the exclusion of specific warranties or the limitation of liability for incidental or consequential damages. Accordingly, in such jurisdictions, Lume Labs’ liability shall be limited, and the scope and duration of any mandatory warranties shall be restricted, to the minimum extent permitted under the applicable statutes of that jurisdiction.

18. INDEMNIFICATION

You hereby agree to defend, indemnify, and hold harmless Lume Labs, its corporate parents, subsidiaries, and affiliates, as well as any Third Parties furnishing products or services via the Platform, specifically including the Independent Practitioners and the Primary Pharmacy, and all of their respective directors, officers, employees, contractors, agents, and representatives (collectively, the “Lume Labs Parties”) from and against any and all litigation, administrative actions, regulatory inquiries, claims, demands, proceedings, damages, settlements, judgments, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, expert witness fees, and investigatory and litigation expenses) relating to or arising from: (i) your utilization of the Service or any Content; (ii) any fraud, intentional malfeasance, or violation of applicable law by you; (iii) your failure to provide truthful, accurate, and exhaustive medical information as required by this Agreement; (iv) any breach by you of the representations, warranties, or covenants contained within this Agreement; (v) your violation of any intellectual property, privacy, or other proprietary rights of any other person or entity; or (vi) any disparaging or defamatory statements made by you that result in commercial or reputational harm to any Lume Labs Party.

Lume Labs reserves the absolute and exclusive right to assume and control the defense of any third-party claim or action for which we are entitled to indemnification by you, and you agree to provide us with such cooperation, data, and testimony as is reasonably requested by us to facilitate such defense. You acknowledge that you shall not settle any claim or matter that affects the legal standing or clinical reputation of any Lume Labs Party without our prior written consent. This indemnification obligation is a material inducement for Lume Labs to provide you with access to the Service and shall survive any termination of your relationship with the Platform or this Agreement.

19. NOTICES AND ELECTRONIC COMMUNICATIONS

Any official notifications from Lume Labs concerning the Service or this Agreement may be disseminated via electronic mail, text/phone call, a prominent posting within the Platform, or standard postal mail, at the absolute and sole discretion of Lume Labs. By accessing or utilizing the Service, or by initiating communication with us, the Independent Practitioners, or the Primary Pharmacy via email or SMS, you acknowledge that you are engaging in electronic communication. Consequently, you provide your express consent to receive reciprocal communications from Lume Labs and our associated medical and pharmacy partners in an electronic format. We will primarily communicate with you through email, or SMS messaging. You agree that all agreements, notices, disclosures, and other formal communications that we provide to you electronically satisfy any and all legal requirements that such communications be executed in writing. You further acknowledge and agree that any notices furnished by us electronically are legally deemed to have been delivered and received on the exact date of transmission by Lume Labs.

20. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) COMPLIANCE

It is the established policy of Lume Labs to terminate the access privileges of any User who is determined to be a repeat infringer of third-party intellectual property rights upon valid notification by the copyright owner or their authorized legal representative. If you maintain a good-faith belief that your original work has been replicated or displayed within the Service in a manner that constitutes copyright infringement, you must furnish our designated Copyright Agent with a formal written notice containing the following: (i) a physical or electronic signature of a person authorized to act on behalf of the copyright owner; (ii) a detailed description of the copyrighted work claimed to have been infringed; (iii) a specific description of the location of the allegedly infringing material within the Platform; (iv) your verified contact information, including address, telephone number, and email; (v) a statement by you affirming a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement, executed under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on their behalf. Inquiries regarding copyright claims should be directed to the Lume Labs Copyright Agent at: hello@lumebiosciences.com.

21. ENTIRE AGREEMENT AND SURVIVAL OF TERMS

This Agreement, in conjunction with any supplemental policies or clinical consents posted by Lume Labs on the Service or executed between you and Lume Labs from time to time, constitutes the entire and exclusive agreement between Lume Labs and you regarding your utilization of the Service. These terms supersede and replace any prior or contemporaneous agreements, representations, or understandings, whether oral or written, concerning the Platform, including any previous iterations of this Agreement. Any failure by Lume Labs to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any portion of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nonetheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

22. BINDING ARBITRATION AND CLASS ACTION WAIVER

You and Lume Labs expressly agree that any legal claim, dispute, or other controversy arising between you and us or any of the LUME LABS PARTIES, including independent practitioners and the primary pharmacy, arising out of or otherwise relating in any way to the service, the platform, proprietary content, or any goods, services, or advertising provided by Lume Labs, including controversies relating to the applicability, enforceability, or validity of any provision of this agreement (collectively, “disputes”), 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. The arbitration will be governed by NAM’s comprehensive dispute resolution rules and procedures and, where applicable, by the NAM supplemental rules for mass arbitration filings. You and Lume Labs acknowledge that we are voluntarily and knowingly forfeiting our respective rights to a trial by jury and to otherwise proceed in a lawsuit in state or federal court, except as expressly provided herein. For purposes of this arbitration agreement, “dispute” will also include conflicts that arose or involve facts occurring before the existence of this or any prior versions of the terms as well as claims that may arise after the termination of these terms.

In the event a Dispute arises, we are committed to working with you to reach a reasonable resolution. You and we agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost, and mutually beneficial outcome. You and Lume Labs therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but your personal participation is mandatory. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice. Notice to Lume Labs should be sent by email to hello@lumebiosciences.com. The Notice must include: (1) your name, telephone number, mailing address, and the e‐mail address associated with your request; (2) the contact information of your counsel, if any; and (3) a detailed description of your Dispute. To be valid, you must personally sign the Notice. If you have counsel representing other users who have provided a Notice within the last ninety (90) days for a Dispute of a substantially similar nature, you or your counsel must include a list of all such individuals. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm represents multiple users in similar Disputes; multiple individuals cannot participate in the same Conference unless all parties agree.

If you and Lume Labs are unable to resolve a Dispute within thirty (30) days after the applicable Informal Dispute Resolution Conference, either party may commence arbitration. Before you commence an arbitration, you must provide us with a written request for arbitration (the “Request”) that includes: (1) your name and residence; (2) your email address associated with your request; (3) a detailed description of the Dispute and the relief sought; and (4) a statement certifying completion of the Informal Dispute Resolution Conference. Payment of all filing and arbitrator fees will be governed by the applicable NAM fee schedules. If an arbitrator determines that the party who commenced arbitration did not bring its claims consistent with the standards set forth in Federal Rule of Civil Procedure 11(b), the arbitrator shall impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration fees and costs incurred. Specifically, sanctions shall be ordered if the arbitrator finds the claims were presented for an improper purpose, were not warranted by existing law, or lacked evidentiary support. Each party agrees to pay its own attorneys’ fees and expenses unless a governing statutory provision requires the prevailing party to be paid. The arbitration will be conducted in either San Francisco, California, or the county where you reside. The parties expressly intend that the Federal Arbitration Act (FAA) will govern the interpretation and enforcement of this Arbitration Agreement.

You and Lume Labs agree that, except as specified herein, all disputes subject to arbitration under this agreement must be arbitrated on an individual basis and not on a class, collective, or representative basis. No party may bring any claim as a private attorney general, in a representative capacity, or as a plaintiff or class member in any purported class proceeding. No arbitration or claims shall be consolidated or joined with any other arbitration or claims except as explicitly specified herein. The arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).

To increase the efficiency of resolution, you and Lume Labs agree that in the event that twenty-five (25) or more individual arbitrations of a substantially similar nature are filed against us by or with the assistance of the same law firm or group of law firms within a 90-day period, NAM shall administer the demands in batches of one hundred (100) arbitrations per batch. NAM shall appoint one arbitrator for each batch without soliciting input from either party and provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per side per batch. All parties agree that arbitrations are of a “substantially similar nature” if they arise out of or relate to the same events, acts, omissions, or factual scenarios and raise the same or similar legal issues. To the extent the parties disagree on the application of this Batch Arbitration process, NAM shall appoint a sole standing Administrative Arbitrator to determine its applicability, whose fees shall be paid by Lume Labs. You agree to cooperate in good faith with NAM to implement this process, which may include the appointment of a discovery special master or the adoption of an expedited calendar. This Batch Arbitration provision shall in no way be interpreted as authorizing a class or collective action of any kind.

If you do not wish to be bound by this Arbitration Agreement, you may opt out within thirty (30) days of first becoming subject to it by sending a personally signed statement to Lume Labs, 36 Seward St, San Francisco, CA 94114, ATTN: Arbitration Opt-Out. Any Opt-Out Notice will be effective only if you send it yourself on an individual basis; notices from third parties purporting to act on your behalf will have no effect. Opting out of this Arbitration Agreement has no effect on any other part of these Terms and Conditions. Notwithstanding anything to the contrary, if we make any future material modification to provisions governing the resolution of Disputes, such changes will not apply to any Dispute for which either party had previously provided a written Request. Continued use of the Service following a material change constitutes acceptance of those changes. If you reject any update to this Arbitration Agreement, the provisions in effect as of the date you first accepted these Terms (or accepted any subsequent changes) remain in full force.

23. GOVERNING LAW, VENUE, AND SEVERABILITY

The Service is controlled and operated by Lume Labs from our primary administrative offices located within the State of California. Those who elect to access the Platform from other geographic locations do so on their own initiative and assume sole responsibility for compliance with all local statutes, to the extent such laws are applicable to the digital coordination of wellness services. Access to the Platform from any jurisdiction where the Content or the coordination of medications is deemed illegal or subject to penalization is strictly prohibited. You acknowledge that Lume Labs’ role is limited to the provision of administrative and technological services and does not constitute the practice of medicine in any jurisdiction outside of our designated operational framework.

The validity, interpretation, construction, and performance of this Agreement, and all Disputes arising out of or relating to your use of the Service, shall be governed by and construed in accordance with the internal laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. Subject to the mandatory arbitration provisions established in Section 22, you and Lume Labs agree that any legal action or proceeding arising under this Agreement that is not subject to arbitration shall be brought exclusively in the state or federal courts located in San Francisco, California, and you hereby irrevocably consent to the personal jurisdiction and venue therein.

All components of this Agreement apply to the maximum extent permitted by governing law. Any failure by Lume Labs to strictly enforce any provision of this Agreement shall not constitute a waiver of our right to do so in the future. If any portion of this Agreement is determined by a court or arbitrator of competent jurisdiction to be unenforceable or invalid as written, you and Lume Labs agree that such provision shall be replaced with valid terms that most closely approximate the original economic and intent of the unenforceable part. Except as otherwise explicitly provided herein (specifically regarding the Class Action Waiver), the invalidity of any individual provision shall not compromise the validity and enforceability of the remaining portions of this Agreement. The section headings utilized throughout this document are for organizational convenience only and maintain no independent legal force or effect.

24. THIRD-PARTY PROFESSIONAL SERVICES DISCLAIMER

Lume Labs does not provide medical advice, diagnosis, treatment, or telehealth services. Any clinical interactions, evaluations, or prescriptions initiated through the Platform are conducted exclusively between you and an Independent Practitioner. Lume Labs acts solely as a technological intermediary to facilitate administrative logistics and product coordination. You acknowledge that the Independent Practitioners are not employees, agents, or "partners" of Lume Labs in any clinical sense. Lume Labs exerts no control over, and assumes no responsibility for, the professional medical judgment, clinical actions, or omissions of any Independent Practitioner. Your reliance on any information provided by such practitioners is at your own risk.

NO DOCTOR-PATIENT RELATIONSHIP: Use of the Service does not establish a doctor-patient, pharmacist-patient, or any other clinical relationship between you and Lume Labs. All such relationships are established directly and exclusively with the third-party professionals. Lume Labs does not endorse any specific tests, clinicians, products, or procedures that may be mentioned on the Platform.

25. RELATIONSHIP OF THE PARTIES

Neither this Agreement, nor any Content, diagnostic tools, or coordination features of the Service, shall be construed to create any partnership, joint venture, employment, fiduciary, or agency relationship between you and Lume Labs, the Independent Practitioners, or the Primary Pharmacy. You acknowledge that Lume Labs operates strictly as a technology and administrative services provider. You maintain no authority to enter into any contract on our behalf or to bind Lume Labs in any capacity whatsoever. The Independent Practitioners and the Primary Pharmacy are independent contractors and are not agents or employees of Lume Labs.

26. ASSIGNMENT AND TRANSFERABILITY

You are strictly prohibited from assigning, delegating, or transferring any of your rights or obligations under this Agreement to any other person or entity, and any such attempted assignment shall be deemed null and void ab initio. Lume Labs maintains the absolute and unfettered right, at its sole discretion, to assign, transfer, or delegate this Agreement, including all associated contractual rights, data assets, and obligations, in whole or in part, to any affiliate or to a third party. Such transfer may occur without further consent or notification to you in the event of a merger, acquisition, corporate restructuring, or the sale of substantially all of Lume Labs’ assets.

27. THIRD-PARTY BENEFICIARIES AND EXTERNAL SOFTWARE

Any utilization of third-party software integrated into the Service, or any Third-Party Goods and Services accessed via the Platform, shall be governed by the respective third party’s license or terms of use. In the absence of such specific terms, the provisions of this Agreement shall apply. You represent and warrant that your interaction with the Service shall remain in continuous compliance with all applicable third-party agreements (e.g., mobile carrier terms or payment processor standards).

Except as explicitly articulated herein, specifically regarding the indemnification and arbitration protections granted in favor of the Lume Labs Parties, the Independent Practitioners, and the Primary Pharmacy, it is the express intent of both parties that there be no third-party beneficiaries created by this Agreement. No other individual, subcontractor, or entity shall maintain any right to enforce the terms of this Agreement or enjoy any benefits established herein, except for those parties expressly identified as protected under the indemnity and dispute resolution sections.

Contact Information

If you have any questions or concerns about this Agreement, please contact hello@lumebiosciences.com. We will attempt to respond to your questions or concerns promptly after we receive them.