Clinic Partner Terms of Service

These Clinic Partner Terms ("Terms") are a binding agreement between olow, a Colorado LLC ("olow"), and the clinic completing onboarding ("Clinic Partner"). "Authorized Staff" — employees or contractors you designate to access the clinic portal. "Patient" — any individual whose STI test results are entered into our platform by your staff. "Credential" — a digital verification badge issued through olow confirming a Patient's STI test result. "Booking Fee" — the $30.00 per-visit fee charged when a Patient completes a return visit booked through olow.

To participate you must: (a) be a HIPAA-covered entity licensed in your jurisdiction; (b) employ at least one provider authorized to order STI testing; (c) maintain an active, fully executed Business Associate Agreement (BAA) with olow; and (d) ensure Authorized Staff comply with these Terms. olow is not a medical provider and does not establish any clinical relationship with your patients. All medical decisions remain solely with your clinic and its licensed providers.

A HIPAA-compliant BAA is required before any patient health information may be processed by olow. By submitting your onboarding application you acknowledge the BAA terms. You may not transmit any patient data until a fully executed BAA is on file. You are responsible for ensuring your Authorized Staff understand and comply with all applicable HIPAA requirements.

New Clinic Partners receive a 30-day free pilot beginning when their portal is activated. During the pilot: (a) full platform access at no charge; (b) no credit card required; (c) $499 onboarding fee waived; (d) $199/month subscription does not apply; (e) per-visit Booking Fees are waived. At the end of the pilot we will ask whether you want to continue. Billing begins only upon your confirmation. You may stop after the pilot with no further obligation.

After the pilot: Monthly: $199.00 per location per month. Annual: $1,990.00 per location per year (~$166/month). Onboarding Fee: $499.00 per location, one-time, due when paid subscription begins. Booking Fee: $30.00 per completed return-visit booking. Charged only when a patient books through olow and attends. No-shows are never charged. All fees are in USD. The full payment policy that governs how and when these fees are billed, what happens on failed payment, refunds, taxes, and dispute resolution is in Section 6.

(a) Currency and Billing Cycle. All fees are in USD. The Onboarding Fee is invoiced when the paid subscription begins (after the 30-day pilot, at the Clinic Partner's election to continue). The monthly subscription fee is billed in advance on the same day each month. Booking Fees accrue during the month and are billed monthly in arrears. (b) Auto-Renewal. The monthly subscription automatically renews each month. The annual subscription automatically renews each year. Clinic Partner may cancel for the next billing cycle with at least 14 days' notice via the clinic portal or email to billing@olow.io. Cancellation does not generate a refund of the current cycle. (c) Payment Method Maintenance. Clinic Partner is responsible for maintaining a valid payment method on file. Clinic Partner consents to retries on the same payment method consistent with our payment processor's standard retry schedule. (d) Failed Payment — Portal Access Consequences. If a payment fails: - Day 0: payment attempt fails; Clinic Partner receives email notice. - Days 1-7: payment processor retries. - Day 8: clinic portal access is frozen. Authorized Staff can read existing records but cannot issue new credentials or schedule new patients. Clinic Partner receives email notice. - Day 14: credential-issuance is frozen for the entire clinic; the clinic remains visible to patients but new tests cannot be added to olow. Clinic Partner receives email notice. - Day 30: the account is closed. All pending Booking Fees through the date of closure remain due. The clinic is removed from the public clinic map. Previously issued credentials remain valid unless separately revoked under Section 8 (Credential Integrity). Clinic Partner receives email notice. Clinic Partner may cure failed payment at any time before Day 30 to restore full access without further penalty. olow sends one notification email per state transition; Clinic Partner is not separately notified of each payment processor retry attempt within the same failure window. (e) Late Fees. Past-due balances accrue interest at 1.5% per month (or the maximum permitted by applicable law, whichever is lower), beginning 30 days after the original invoice date. (f) Collection Costs. If a balance is referred to collection, Clinic Partner agrees to pay reasonable collection costs and attorneys' fees incurred by olow in addition to the principal and interest. (g) Chargebacks. A chargeback initiated by Clinic Partner — successful or not — constitutes a material breach of these Terms. Upon a chargeback, olow may (i) immediately freeze portal access, (ii) terminate the account, (iii) accelerate the remaining annual commitment balance (if any), and (iv) report the chargeback to the relevant payment networks. olow may dispute the chargeback with documentary evidence of services rendered. (h) Refunds. Onboarding Fees are non-refundable once the clinic has been activated for credential issuance. Monthly subscription fees are non-refundable once charged. Annual subscription fees are non-refundable except as required by applicable law; cancellation of an annual subscription ends auto-renewal at the next annual term but does not generate a pro-rated refund of the unused months. Booking Fees are non-refundable for completed visits; no-shows are never charged. (i) Service Credits (Downtime). If the clinic portal is unavailable for a continuous period exceeding 24 hours within a single calendar month — as measured by olow's monitoring and excluding planned maintenance, force-majeure events, and failures caused by Clinic Partner's misuse or local network outage — Clinic Partner may request a pro-rated service credit against the affected month's subscription fee. Credits do not exceed the affected month's subscription fee, are not paid as refunds, and must be requested within 30 days of the affected period. (j) Price Changes. olow may change subscription fees, the Onboarding Fee, or the Booking Fee with at least 60 days' written notice via email to the clinic billing contact. If Clinic Partner does not agree to the change, Clinic Partner may cancel before the change takes effect; continued use after the effective date constitutes acceptance. (k) Plan Changes. Switching from monthly to annual is effective at the next billing cycle and the annual fee is charged at that time. Switching from annual to monthly is effective at the end of the current annual term; no refund or credit is issued for the unused portion of the current annual term. Adding locations is pro-rated for the remainder of the current cycle; removing locations is effective at the start of the next billing cycle. (l) Taxes. All fees are stated exclusive of applicable taxes. Clinic Partner is responsible for all sales, use, value-added, or similar taxes imposed on the services Clinic Partner consumes, excluding taxes on olow's net income. (m) Disputed Charges. Clinic Partner must raise any disputed charge in writing to billing@olow.io within 30 days of the invoice date. Raising a dispute does not pause Clinic Partner's obligation to pay undisputed amounts. Disputes raised after 30 days are deemed waived. (n) Pilot Conversion. The 30-day free pilot under Section 4 ends on Day 31. The paid subscription begins only if Clinic Partner affirmatively elects to continue. Clinic Partner is not auto-charged at the end of the pilot — Clinic Partner must explicitly authorize the paid subscription. Once the paid subscription is authorized, the Onboarding Fee is invoiced and the monthly or annual cycle begins per Section 6(a) and 6(b).

You are responsible for all activity under your clinic portal. You must: (a) keep staff credentials confidential; (b) notify us immediately of any suspected unauthorized access; (c) ensure only authorized staff issue credentials; (d) promptly remove access for departed staff. We may suspend portal access immediately if we suspect a violation of these Terms or applicable law.

Every credential must be backed by a real, documented STI test result. You may not issue credentials for tests not performed, for inaccurate results, or for patients not tested at your clinic. Scope of your responsibility: As a licensed healthcare provider, you are solely responsible for: (a) the accuracy of all test results entered into olow; (b) the clinical appropriateness of the tests ordered; (c) any medical advice or treatment provided to the patient; (d) maintaining patient records in accordance with applicable law; and (e) compliance with all laws, regulations, and professional standards applicable to your practice. olow does not provide medical services, review results for clinical accuracy, or make clinical decisions. We reserve the right to audit, suspend, or revoke credentials and to terminate your partner status for fraudulent issuance. Fraud may also result in legal action.

Before entering patient information you must obtain informed consent for: (a) issuance of a digital STI credential; (b) storage of test result information by olow; and (c) if applicable, email-based reminders sent to their registered email address. olow does not sell patient data and does not use patient health information for advertising.

You may not: issue credentials without a real corresponding test result; access or modify another clinic's data; attempt to reverse-engineer or tamper with the credential system; violate HIPAA or any applicable law; or sublicense or resell platform access without our prior written consent.

These Terms begin when you submit your application and continue until terminated. Either party may terminate with 30 days' written notice. We may terminate immediately for material breach, HIPAA violation, fraud, or loss of required licensure. Upon termination: portal access is deactivated; previously issued credentials remain valid unless revoked; outstanding Booking Fees remain due.

olow is provided "as is." We do not warrant uninterrupted or error-free service. Credentials reflect a past test result — they do not represent current health status. To the maximum extent permitted by law, our total liability is limited to fees you paid us in the three months preceding any claim. We are not liable for indirect, incidental, or consequential damages.

You agree to indemnify olow from claims arising from: (a) your breach of these Terms or the BAA; (b) your violation of applicable law; (c) credentials issued by your staff; or (d) patient claims related to your services.

These Terms are governed by Colorado law. Disputes shall be resolved by binding arbitration in Douglas County, Colorado under AAA rules, except either party may seek injunctive relief in court for IP or data security matters.

We may update these Terms with 14 days' email notice before material changes take effect. Continued use after the effective date constitutes acceptance.

Legal questions: legal@olow.io Clinic support: clinics@olow.io Billing: billing@olow.io olow · 10940 South Parker Road · Parker, CO 80134