PanelRoute Diagnostics — Platform Terms of Service

Effective Date: May 1, 2026 Last Updated: May 14, 2026

These Terms of Service (the "Terms" or this "Agreement") govern access to and use of the PanelRoute Diagnostics platform (the "Platform"), operated by OralOnly LLC, a Delaware limited liability company ("OralOnly," "we," "us," or "our"). By creating an account, accessing the Platform, or using the Services, you ("Provider," "you," or "your") agree to these Terms.

If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" and "Provider" refer to that organization.

PLEASE READ THESE TERMS CAREFULLY. SECTION 15 CONTAINS A BINDING ARBITRATION PROVISION AND CLASS-ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS.

1. Definitions

Capitalized terms used in these Terms have the meanings set forth below or as defined elsewhere in this Agreement.

(a) "Authorized User" means an employee, contractor, or agent of Provider who is authorized by Provider to access and use the Platform on Provider's behalf.

(b) "BAA" means the Business Associate Agreement entered into between OralOnly and Provider under Section 8.1.

(c) "Infrastructure Provider" means the third-party laboratory infrastructure and ordering service that OralOnly integrates with to deliver the Platform.

(d) "Lab Partner" means a third-party clinical laboratory (including, without limitation, Quest Diagnostics, Laboratory Corporation of America, and BioReference Laboratories) that performs testing in connection with the Services.

(e) "Patient" means an individual for whom Provider orders testing through the Platform.

(f) "PHI" has the meaning set forth in the BAA and 45 C.F.R. § 160.103.

(g) "Services" means the lab ordering, results delivery, account administration, and related services made available through the Platform.

(h) "Test Results" means laboratory test results delivered through the Platform.

2. The Platform

2.1 Description. The Platform is a software-as-a-service application that enables licensed healthcare providers to order clinical laboratory tests, receive Test Results, and manage Patient lab activity. The Platform integrates with the Infrastructure Provider and with Lab Partners. OralOnly is not a clinical laboratory.

2.2 Not a Provider of Medical Services. OralOnly is not a healthcare provider, clinical laboratory, pharmacy, or insurer. OralOnly does not practice medicine, diagnose conditions, or treat Patients. The Platform is a technology service. All clinical judgments—including the decision to order a test, the interpretation of Test Results, and any resulting diagnosis or treatment—are the sole responsibility of Provider and Provider's licensed clinicians.

2.3 No Provider-Patient Relationship with OralOnly. Provider's use of the Platform does not create any provider-patient relationship between OralOnly and any Patient. OralOnly does not undertake any duty of care to any Patient.

2.4 White-Label Use. Provider may use the Platform under Provider's own brand to the extent expressly permitted in writing by OralOnly. Provider's use of any OralOnly-provided branding, logos, or marks is subject to Section 9.

3. Account Registration and Eligibility

3.1 Eligibility. You must be a licensed healthcare provider, or a healthcare organization that employs or contracts with licensed providers, in good standing under applicable law. You represent and warrant that:

(a) You and each Authorized User hold all licenses, registrations, certifications, and (where applicable) DEA registrations required to order the tests you order through the Platform;

(b) Each Authorized User is appropriately licensed and acting within the scope of practice authorized by applicable state and federal law;

(c) Neither Provider nor any Authorized User is currently excluded, debarred, or otherwise ineligible to participate in any federal or state healthcare program; and

(d) Neither Provider nor any Authorized User is subject to any pending disciplinary action that would impair Provider's ability to perform its obligations under these Terms.

3.2 Account Information. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for safeguarding your credentials and for all activity that occurs under your account, whether or not authorized.

3.3 Onboarding. The Platform supports self-service onboarding. Upon completion, OralOnly will provision the necessary downstream accounts and integrations (which may include, without limitation, an account or team with the Infrastructure Provider). Provider acknowledges that certain integrations require Provider to accept the third party's separate terms of use, and that Provider's relationship with the Infrastructure Provider and any Lab Partner is, with respect to those entities' services, governed by those entities' own terms.

4. Use of the Platform

4.1 License. Subject to and conditioned on Provider's compliance with these Terms, OralOnly grants Provider a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform during the Term solely for Provider's internal clinical and business operations and for the benefit of Provider's Patients.

4.2 Authorized Users. Provider is responsible for all acts and omissions of its Authorized Users and for ensuring that each Authorized User complies with these Terms. Provider shall promptly disable access for any Authorized User whose access should be terminated for any reason, including separation from Provider.

4.3 Restrictions. Provider shall not, and shall not permit any Authorized User or third party to:

(a) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform;

(b) Modify, adapt, translate, or create derivative works of the Platform;

(c) Resell, rent, lease, distribute, or otherwise commercialize the Platform or access to the Platform without OralOnly's prior written consent;

(d) Use the Platform to send spam, malware, or other harmful or unlawful content, or to interfere with the integrity, performance, or security of the Platform;

(e) Use the Platform in violation of HIPAA, the federal Anti-Kickback Statute, the Stark Law, the Eliminating Kickbacks in Recovery Act ("EKRA"), any state self-referral, fee-splitting, or corporate practice of medicine law, or any other applicable law;

(f) Circumvent or attempt to circumvent any rate limits, security measures, or access controls;

(g) Order tests for which Provider lacks the legal authority or appropriate clinical justification, or on behalf of any individual who is not a bona fide Patient of Provider; or

(h) Use the Platform for any unlawful, fraudulent, or deceptive purpose.

5. Lab Orders and Test Results

5.1 Provider Responsibility. Provider is solely responsible for, and OralOnly bears no responsibility for:

(a) Establishing an appropriate provider-patient relationship with each Patient consistent with applicable law;

(b) Determining the medical necessity and clinical appropriateness of each test ordered;

(d) Reviewing, interpreting, and acting upon Test Results, including communicating results to Patients;

(e) Following up on critical, abnormal, or unexpected findings, and arranging or providing necessary care; and

(f) Reporting communicable diseases and other findings to public health authorities as required by law.

5.2 Lab Partner Selection and Routing. The Platform may route orders to Lab Partners based on Patient location, test type, payor requirements, and other operational factors. Lab Partners are independent third parties and perform the actual collection (where applicable), testing, and reporting. OralOnly is not responsible for the testing performed by Lab Partners or for the accuracy of Test Results.

5.3 Sample Collection. Sample collection occurs at facilities operated by Lab Partners, by third-party phlebotomy services, or by at-home collection methods supported by the Platform. OralOnly does not collect samples and does not warrant the quality or chain of custody of any collected sample.

5.4 Critical Values. Lab Partners generally communicate critical values directly to the ordering provider in accordance with their own protocols. Provider is responsible for maintaining coverage and response procedures sufficient to receive and act upon critical findings, including outside of normal business hours.

5.5 Order Holds and Rejections. OralOnly or a Lab Partner may delay, hold, or reject an order that appears non-compliant, incomplete, or otherwise outside applicable protocols. OralOnly is not liable for any consequences of any such delay, hold, or rejection.

6. Fees and Payment

6.1 Fees. Provider agrees to pay all fees applicable to its use of the Platform, including per-test fees, subscription fees, onboarding fees, and any other amounts set forth in the applicable order form, online pricing page, or quote. Provider acknowledges and agrees that the fees charged by OralOnly may include a service margin charged in connection with laboratory testing arranged through the Platform.

6.2 Payment Processing. Payments are processed through Authorize.net or another payment processor designated by OralOnly. Provider authorizes OralOnly and its payment processor to charge the payment method on file for all fees as they become due. Provider is responsible for maintaining a valid payment method.

6.3 Taxes. Fees are exclusive of taxes. Provider is responsible for any sales, use, value-added, or similar taxes attributable to the Services, other than taxes imposed on OralOnly's net income.

6.4 Late Payment. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. OralOnly may suspend access to the Platform without notice for non-payment.

6.5 Disputed Charges. Provider must dispute any invoice in writing within thirty (30) days of the invoice date. After thirty (30) days, all charges are deemed final and waived.

6.6 No Refunds. Except as expressly stated in these Terms or as required by applicable law, all fees are non-refundable.

6.7 Price Changes. OralOnly may change fees on at least thirty (30) days' prior notice. Continued use of the Platform after the effective date of the change constitutes Provider's acceptance of the new fees.

7. Third-Party Services

7.1 Infrastructure Provider and Lab Partners. The Platform incorporates services from third parties, including the Infrastructure Provider and Lab Partners. Provider's use of those services is, with respect to those services, governed by the third party's own terms and policies. OralOnly does not control, and is not responsible for, any third-party service.

7.2 Pass-Through Warranties. To the extent permitted by the applicable third party, OralOnly will pass through to Provider any warranties or indemnities it receives from such third party with respect to the third-party service.

8. HIPAA, Privacy, and Patient Notices

8.1 Business Associate Agreement. To the extent OralOnly creates, receives, maintains, or transmits PHI on Provider's behalf, the parties will enter into a Business Associate Agreement, which is incorporated into these Terms by reference. In the event of any conflict between the BAA and these Terms with respect to PHI, the BAA controls.

8.2 Notice of Privacy Practices. Provider is responsible for providing Patients with a Notice of Privacy Practices and all other notices required by HIPAA, applicable state privacy law, and other applicable law.

8.3 Authorizations and Consents. Provider is responsible for obtaining any Patient authorization or consent required for the collection, use, or disclosure of Patient information through the Platform, including any consent required for telehealth services.

8.4 Privacy Policy. OralOnly's collection and use of information that is not subject to the BAA is governed by OralOnly's Privacy Policy, as updated from time to time.

9. Intellectual Property

9.1 OralOnly IP. OralOnly and its licensors retain all right, title, and interest in and to the Platform, including all software, documentation, content, trademarks, service marks, logos, and any improvements or derivative works. Except for the limited license granted in Section 4.1, no rights are granted to Provider by implication, estoppel, or otherwise.

9.2 Provider Content. Provider retains ownership of data, content, and materials that Provider submits to or through the Platform ("Provider Content"), subject to the licenses and permissions granted in these Terms and in the BAA. Provider grants OralOnly a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, and otherwise process Provider Content as necessary to provide the Services, to perform internal analytics, to improve the Platform, and as otherwise permitted by the BAA and applicable law.

9.3 De-Identified Data. OralOnly may create de-identified data from Provider Content and PHI in accordance with 45 C.F.R. § 164.514, and may use and disclose such de-identified data for any lawful purpose.

9.4 Feedback. If Provider provides suggestions, ideas, or feedback regarding the Platform, OralOnly may use, disclose, and exploit such feedback without any obligation or restriction.

9.5 Trademarks. Provider may not use OralOnly's or PanelRoute Diagnostics' trademarks, service marks, or branding without OralOnly's prior written consent.

10. Confidentiality

10.1 Confidential Information. In connection with these Terms, each party may receive non-public information of the other party ("Confidential Information"). The receiving party shall use Confidential Information only for purposes of these Terms and shall protect it using at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

10.2 Exceptions. Confidential Information does not include information that is (a) publicly available without breach of these Terms; (b) independently developed by the receiving party without use of the disclosing party's Confidential Information; (c) rightfully received from a third party without restriction; or (d) required to be disclosed by law, provided that the receiving party gives the disclosing party prompt notice where legally permitted.

11. Disclaimers

11.1 AS IS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ORALONLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND TITLE.

11.2 No Medical Advice. NOTHING ON OR THROUGH THE PLATFORM CONSTITUTES MEDICAL ADVICE OR THE PRACTICE OF MEDICINE BY ORALONLY.

11.3 Availability. ORALONLY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

12. Limitation of Liability

12.1 Exclusion of Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING FROM OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap. ORALONLY'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY PROVIDER TO ORALONLY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Exclusions. The limitations in Sections 12.1 and 12.2 do not apply to: (a) Provider's payment obligations; (b) either party's indemnification obligations; (c) either party's breach of confidentiality; (d) Provider's violation of the license restrictions in Section 4.3; or (e) liability that cannot be limited under applicable law.

13. Indemnification

13.1 By Provider. Provider shall defend, indemnify, and hold harmless OralOnly and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any clinical decision made by Provider or any Authorized User or any care (or failure to provide care) to any Patient; (b) Provider's breach of these Terms or violation of applicable law; (c) Provider's failure to obtain required Patient consents or authorizations; or (d) Provider's misuse of the Platform.

13.2 Procedure. The indemnified party shall promptly notify the indemnifying party of any claim and reasonably cooperate with the defense. The indemnifying party shall not settle any claim without the indemnified party's prior written consent if the settlement imposes any obligation or admission on the indemnified party.

14. Term and Termination

14.1 Term. These Terms begin when Provider accepts them (whether by clickthrough, signature, or use of the Platform) and continue until terminated as set forth in this Section 14 (the "Term").

14.2 Termination for Convenience. Either party may terminate these Terms for convenience on thirty (30) days' prior written notice.

14.3 Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within fifteen (15) days after written notice; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed; or (c) violates applicable law in a manner that puts the other party at material risk.

14.4 Effect of Termination. Upon termination, Provider's right to access the Platform immediately ceases, all fees accrued through the termination date become immediately due and payable, and the parties' obligations with respect to PHI continue under the BAA. Provisions that by their nature are intended to survive termination shall survive.

15. Dispute Resolution

15.1 Informal Resolution. The parties shall attempt in good faith to resolve any dispute by negotiation for at least thirty (30) days before initiating any formal proceeding.

15.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms that is not resolved through informal negotiation shall be resolved by final and binding arbitration administered by JAMS in accordance with its applicable rules. The seat of arbitration is New York, New York, and the arbitration shall be conducted in English by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

15.3 Class-Action Waiver. EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLAIM ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS.

15.4 Equitable Relief. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.

16. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Subject to Section 15, the parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York for any action permitted to be brought in court.

17. Changes to the Terms

OralOnly may modify these Terms from time to time. OralOnly will provide reasonable notice of material changes by email or through the Platform. Continued use of the Platform after the effective date of revised Terms constitutes Provider's acceptance of the changes.

18. Notices

Notices to OralOnly must be sent to legal@panelroute.com with a copy by U.S. mail to OralOnly LLC, 5500 Sunrise Highway, Unit 50, Suite #1074, Massapequa, NY 11758. Notices to Provider may be sent to the email address on file for Provider's account. Notices are deemed given upon receipt for email and three (3) business days after deposit for U.S. mail.

19. Miscellaneous

19.1 Entire Agreement. These Terms, together with the BAA, the Privacy Policy, and any applicable order form, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements.

19.2 Assignment. Provider may not assign or transfer these Terms without OralOnly's prior written consent (not to be unreasonably withheld). OralOnly may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets. Any non-permitted assignment is void.

19.3 Force Majeure. Neither party will be liable for delays or failures in performance caused by events beyond its reasonable control.

19.4 Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

19.5 No Waiver. A waiver of any right under these Terms is effective only if in writing and signed by the waiving party.

19.6 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship.

19.7 Headings. Section headings are for convenience only and do not affect interpretation.

19.8 Electronic Acceptance. Provider's electronic acceptance of these Terms (including by clickthrough) constitutes a valid and binding signature under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law.

[End of Terms of Service]