Terms of Service

Welcome to EllaDx (“Company,” “we,” “us,” or “our”). These Terms of Service (“Terms”) govern your access to and use of the EllaDx website located at elladx.com, our mobile applications, and all related services, features, and content (collectively, the “Services”).

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use our Services.

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or a prominent notice on our website at least thirty (30) days before they take effect. Your continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

To use our Services, you must:

• Be at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater
• Reside in a U.S. state or territory where direct-to-consumer lab testing is permitted by law
• Be located within a zip code where our Services are currently available
• Have the legal capacity to enter into a binding agreement

Our Services are currently available in select U.S. zip codes and are expanding. Geographic availability is determined at the time of order and is subject to change.

EllaDx provides a direct-to-consumer platform that enables you to order laboratory blood tests, schedule at-home blood draws performed by licensed phlebotomists, and receive your results through a secure online dashboard. Our Services include:

• Health assessment quiz to help identify relevant biomarkers based on your symptoms and concerns
• Customizable test panels with up to 127 biomarkers across 10 health categories
• At-home blood collection performed by licensed, certified phlebotomists using venipuncture technique
• Laboratory analysis processed by Quest Diagnostics, a CLIA-certified and CAP-accredited laboratory
• Results delivery through a secure online dashboard, typically within two to five (2–5) business days

To use certain features of our Services, you must create an account. When registering, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the confidentiality of your login credentials
• Notify us immediately of any unauthorized access to or use of your account

You are responsible for all activity that occurs under your account. You may not share your account or allow others to access your account. EllaDx is not liable for any loss or damage arising from your failure to safeguard your account credentials.

Pricing. EllaDx operates on a pay-per-test model. There are no subscriptions, memberships, or recurring charges. Prices for individual biomarkers and the at-home blood draw fee are displayed before checkout. All prices are listed in U.S. dollars and are subject to change without prior notice, though changes will not affect orders already placed.

Payment. Payment is due at the time of order. We accept major credit cards, debit cards, and other payment methods as indicated on our platform. EllaDx is a direct-pay service and does not bill insurance companies.

HSA/FSA. Our lab testing services are eligible for payment with Health Savings Account (HSA) and Flexible Spending Account (FSA) funds as a qualified medical expense under IRS guidelines. You are responsible for verifying eligibility with your plan administrator.

Taxes. You are responsible for any applicable taxes associated with your use of the Services, unless we are legally required to collect them.

Scheduling. After placing an order, you will schedule an at-home blood draw appointment at a time convenient for you, subject to phlebotomist availability in your area.

Rescheduling. You may reschedule your appointment at no additional charge provided you give at least twenty-four (24) hours' notice before your scheduled appointment time.

Cancellations and Refunds. Cancellation requests made before your blood draw appointment will be honored with a full refund to your original payment method. Once a blood draw has been performed, the order is final and no refund will be issued, as samples are immediately transported to the laboratory for processing. Refunds, where applicable, will be processed within seven to ten (7–10) business days.

No-Shows. If you are not available at your scheduled appointment time and location without prior notice, this will be treated as a missed appointment. EllaDx reserves the right to charge a missed appointment fee. You may reschedule by contacting us.

Blood draws are performed by independent, licensed, and certified phlebotomists using professional venipuncture technique. By scheduling an appointment, you consent to the blood collection procedure.

Blood samples are transported directly to Quest Diagnostics for analysis. Quest Diagnostics is an independent, CLIA-certified and CAP-accredited clinical laboratory. While we partner with Quest Diagnostics to process samples, we are not responsible for laboratory errors, equipment malfunctions, or delays attributable to the laboratory.

Risks of Blood Draw. Venipuncture is a routine medical procedure, but it carries minor risks including bruising, soreness at the puncture site, lightheadedness, fainting, hematoma, and in rare cases, infection. By using our Services, you acknowledge these risks and agree to follow any pre- and post-draw instructions provided.

Delivery. Your lab results will be made available through your secure EllaDx dashboard, typically within two to five (2–5) business days after your blood draw. Delivery times may vary and are not guaranteed.

Data Ownership. You own your health data. You may access, download, share, or request deletion of your data at any time through your dashboard or by contacting us. For more information on how we handle your data, please review our Privacy Policy and HIPAA Compliance page.

No Insurance Sharing. As a direct-pay service, your test results are never shared with insurance companies, employers, or any third party without your explicit written consent, except as required by law.

Accuracy. Lab results are produced by Quest Diagnostics using standardized, clinically validated methods. However, no laboratory test is 100% accurate. False positives and false negatives can occur. Results should be interpreted in consultation with a qualified healthcare provider.

EllaDx is a HIPAA-covered entity. We implement administrative, physical, technical, and organizational safeguards to protect your Protected Health Information (PHI) in accordance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA).

Your health data is stored on HIPAA-compliant servers with bank-level encryption. We will never sell your personal health information. For a detailed description of our data practices, your rights under HIPAA, and how to exercise them, please see our Privacy Policy and HIPAA Compliance page.

All content, features, and functionality of the Services — including but not limited to text, graphics, logos, trademarks, images, software, and design — are the exclusive property of EllaDx or its licensors and are protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial use. You may not reproduce, distribute, modify, create derivative works of, publicly display, or exploit any content from the Services without our prior written consent.

When using our Services, you agree not to:

• Provide false, misleading, or fraudulent information, including using another person's identity to order tests
• Use the Services for any unlawful purpose or in violation of any applicable law or regulation
• Attempt to gain unauthorized access to our systems, other user accounts, or any data not intended for you
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Use automated means (bots, scrapers, crawlers) to access the Services without prior written permission
• Resell, redistribute, or commercialize any part of the Services or test results

We reserve the right to suspend or terminate your account and refuse any current or future use of the Services if you violate these Terms.

Our Services integrate with or rely on third-party providers, including but not limited to Quest Diagnostics (laboratory processing), independent phlebotomists (blood collection), and payment processors. These third parties operate under their own terms and privacy policies.

EllaDx is not responsible for the acts or omissions of third-party service providers. Our inclusion of links to third-party websites or services does not imply endorsement of their content, products, or practices.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY LAB RESULTS.

You agree to indemnify, defend, and hold harmless EllaDx and its officers, directors, employees, agents, affiliates, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or the rights of any third party; or (d) any medical decisions you make based on information obtained through the Services.

Informal Resolution. Before initiating any formal dispute proceeding, you agree to first contact us at [email protected] and attempt to resolve the dispute informally for at least thirty (30) days.

Binding Arbitration. If the dispute cannot be resolved informally, you and EllaDx agree to resolve any dispute, claim, or controversy arising out of or related to these Terms or the Services through binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. Arbitration will take place in the state of Delaware unless otherwise agreed upon.

Class Action Waiver. YOU AND ELLADX AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Exceptions. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights. Claims eligible for small claims court may be brought in small claims court.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. Any legal action or proceeding not subject to arbitration shall be brought exclusively in the federal or state courts located in Delaware.

You may stop using the Services and close your account at any time by contacting us. We may suspend or terminate your account or access to the Services at our sole discretion, without prior notice, for conduct that we determine violates these Terms, is harmful to other users or third parties, or is otherwise objectionable.

Upon termination, your right to use the Services ceases immediately. However, you retain the right to access, download, or request deletion of your health data in accordance with our Privacy Policy and applicable law, including HIPAA. Sections of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 4, 14, 15, 16, 17, and 18.

Entire Agreement. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and EllaDx regarding the Services.

Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

Waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.

Assignment. You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without restriction.

Force Majeure. EllaDx shall not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, pandemics, government actions, or disruptions to third-party services.