Terms of Service

1. Nature of Services; Healthcare Provider Relationship

Modulus Health Group as Healthcare Provider

Modulus Health Group is a licensed healthcare provider. When you enroll in our Services, you are establishing a physician-patient relationship with Modulus Health Group and its affiliated healthcare professionals ("Providers"). Our Providers are licensed physicians and healthcare professionals who deliver medical care through telehealth technology.

Scope of Services

Modulus Health Group provides comprehensive telehealth services, which may include, but are not limited to: comprehensive medical record retrieval and analysis (manual and electronic); AI-powered analysis of medical records, clinical notes, and diagnostic data, reviewed and verified by licensed physicians; physician-reviewed diagnostic reports; diagnosis, treatment planning, and care coordination; virtual consultations with licensed Providers; requisitions for confirmatory laboratory testing and diagnostic imaging; prescriptions for non-controlled medications (pharmacy costs billed separately); specialist referrals and physician-to-physician coordination; ongoing care, monitoring, and re-analysis; access to AI-powered search tools for your medical history; and complete health history available on demand.

Services Not Provided

The following are expressly excluded from the Services: emergency care, urgent care, or same-day acute illness treatment; in-person physical examinations or procedures; controlled substance prescriptions (Schedule II–V), including opioids, benzodiazepines, and stimulants; routine physicals, routine minor illness (colds, sore throats), or medication refills unrelated to your care plan; workers' compensation evaluations, disability evaluations, or forensic/legal medical opinions; and 24/7 on-call availability (after-hours messages are returned the next business day).

Telehealth Limitations

You acknowledge and agree that: (a) Our Services are provided exclusively via telehealth and do not include in-person physical examinations, procedures, urgent care, emergency care, or any services requiring hands-on medical intervention; (b) Telehealth has inherent limitations, including the inability to perform a physical examination, which may affect the accuracy of diagnoses and treatment recommendations; (c) Our Providers rely on the medical records, imaging, laboratory results, and other information you provide or that we retrieve on your behalf, and the quality of care depends in part on the completeness and accuracy of such information; (d) Technical failures, interruptions, or poor connectivity may disrupt telehealth consultations; (e) You may see different Providers depending on the nature of your visit and scheduling; however, every Provider will have immediate access to your complete synthesized medical history; (f) Our Services are not a substitute for emergency medical care, and you should call 911 or go to the nearest emergency room if you are experiencing a medical emergency.

AI Tools and Technology

Our Services incorporate artificial intelligence ("AI") tools to process and analyze medical records, clinical notes, diagnostic images, laboratory results, and other health data. You acknowledge and agree that: (a) AI-generated analysis is used to assist our Providers but does not replace professional medical judgment; (b) All diagnoses, treatment plans, and medical recommendations are reviewed, verified, and approved by licensed Providers who bear sole professional responsibility for medical decisions; (c) AI technology has limitations and may not identify all relevant medical conditions or factors; (d) You should not rely solely on AI-generated outputs for medical decision-making without consultation with a Provider.

Not for Emergencies

2. Eligibility and Enrollment

Eligibility Requirements

To be eligible for our Services, you must: (a) Be at least 18 years of age; (b) Be physically located in the United States when receiving Services; (c) Be physically located in a state where our Providers are licensed when receiving clinical Services; (d) Provide true, accurate, current, and complete information during enrollment and maintain the accuracy of such information; (e) Agree to be bound by these Terms and to use the Services in a manner consistent with applicable laws and regulations.

Enrollment Process

Enrollment in our Services requires submission of an application and acceptance by Modulus Health Group. We reserve the right to accept or decline any application in our sole discretion. Submission of an application and payment do not guarantee acceptance. If we decline your application after payment has been processed, you will receive a full refund.

Account Responsibility

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at legal@modulus.ai of any unauthorized use of your account or any other breach of security. We may suspend or disable your account or terminate your access to the Services at any time, for any reason, without prior notice.

3. Membership Tiers and Pricing

Cash-Pay Services; No Insurance

You may choose to submit a superbill to your insurance company for potential out-of-network reimbursement or to your HSA/FSA administrator for potential reimbursement at your own discretion. Modulus Health Group does not participate in any insurance networks, does not submit claims on your behalf, and makes no representations or guarantees regarding your ability to obtain reimbursement from any third party.

Annual Membership Tiers

Our Services are provided on an annual membership basis. The following membership tiers are available:

Pricing is subject to change. You will be notified of any changes prior to your membership renewal. Current pricing and tier details are available at modulus.ai.

Optional Add-On Services

The following optional add-on services are available with any Modulus membership tier:

Modulus Bio ($299) — 30x whole genome sequencing and deep analysis, cross-referenced with your symptoms, conditions, labs, and imaging.

STAT Upgrade ($399) — Priority processing with expedited turnaround.

Grand Round ($499) — Multi-specialist consultation in which multiple Providers or specialists review your Modulus report. Reasoning and conclusions are added to your report.

Pre-Op ($599) — Pre-and-post surgical guidance, including a comprehensive surgical brief for your surgical team synthesizing your complete medical history, risk factors, and relevant clinical considerations.

Virtual Consultations

Each annual membership includes one (1) initial virtual consultation. Additional virtual consultations are available at $99 per visit. Consultations may be conducted via video, telephone, or secure messaging at the discretion of the Provider.

What Is Billed Separately

The following services and items are NOT included in your membership fee and will be billed separately by third-party providers: laboratory tests (billed by the laboratory, such as Quest Diagnostics, Labcorp, or specialty labs); diagnostic imaging (MRI, CT, X-ray, ultrasound, etc., billed by the imaging facility); prescription medications (billed by the pharmacy); and specialist consultations (if you choose to see a specialist in person, billed by the specialist).

Payment Terms

By providing your payment information and completing your enrollment, you authorize Modulus Health Group and our third-party payment processors to charge the applicable fees to your designated payment method. Annual membership fees are due at the time of enrollment and upon each annual renewal. You are responsible for keeping your payment information accurate and up to date. You agree not to initiate chargebacks without first providing notice and a fifteen (15) day opportunity to cure. We may assess a reasonable administrative fee for invalid chargebacks.

Refund Policy

ALL MEMBERSHIP FEES ARE NON-REFUNDABLE once your application is accepted and payment is processed, except as otherwise required by applicable law or as expressly provided in these Terms (such as if we decline your application after payment, in which case you will receive a full refund). You acknowledge that we begin providing Services promptly upon acceptance, including initiating medical record retrieval, and that the no-refund policy reflects the nature of the personalized services we provide.

Good Faith Estimate

As required by the No Surprises Act, you have the right to receive a Good Faith Estimate of expected charges for our Services. If you are billed more than $400 above the estimate, you may dispute the bill. A Good Faith Estimate will be provided during the enrollment process.

4. Privacy and Protected Health Information

HIPAA Compliance

Modulus Health Group is a covered entity under the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations ("HIPAA"). We are committed to protecting the privacy and security of your Protected Health Information ("PHI") in accordance with HIPAA and applicable state laws.

Notice of Privacy Practices

Our Notice of Privacy Practices describes how we may use and disclose your PHI, your rights regarding your PHI, and our obligations under HIPAA. By enrolling in our Services, you acknowledge that you have received or been given access to our Notice of Privacy Practices.

Privacy Policy

Our Privacy Policy, available on our website, describes how we collect, use, and protect personal information that is not PHI. By using our Services, you agree to our Privacy Policy.

Medical Record Retention

We will retain your medical records for a minimum of ten (10) years in accordance with applicable federal and state law. You have the right to request copies of your medical records in accordance with our Notice of Privacy Practices and applicable law.

Authorization for Release of Records

As part of our Services, we will obtain your medical records from other healthcare providers, hospitals, laboratories, imaging centers, pharmacies, and other sources. By enrolling, you authorize us to request and receive your medical records from third parties as necessary to provide the Services. We may ask you to sign additional authorization forms as needed, including specific authorizations for sensitive records (HIV/AIDS, mental health, substance abuse) as required by applicable law.

5. Informed Consent for Telehealth Services

By enrolling in our Services, you provide your informed consent to receive healthcare services via telehealth, including but not limited to video consultations, telephone consultations, secure messaging, and review of medical records and diagnostic data transmitted electronically. You acknowledge and understand that: (a) Telehealth involves the use of electronic communications to enable healthcare providers to share medical information for diagnosis, therapy, and education; (b) The laws that protect the confidentiality of medical information also apply to telehealth; (c) You may withhold or withdraw consent to telehealth services at any time without affecting your right to future care, although withdrawal of consent may result in termination of your membership; (d) There are potential risks to telehealth, including interruptions, unauthorized access, and technical difficulties; (e) Your Provider may determine that telehealth is not appropriate for your condition and may recommend in-person evaluation; (f) You have the right to access your medical information and copies of medical records in accordance with applicable law.

6. Patient Responsibilities

You agree to: (a) Provide accurate, complete, and current information about your medical history, symptoms, medications, allergies, and other health-related matters; (b) Promptly notify us of any changes to your health status, medications, or contact information; (c) Follow the treatment plans and recommendations provided by our Providers, or promptly communicate if you are unable or unwilling to do so; (d) Seek emergency care when appropriate and not rely on Modulus Health Group for emergency services; (e) Complete ordered laboratory tests and follow-up studies in a timely manner; (f) Maintain the confidentiality of your account credentials; (g) Ensure you have adequate technology, internet connectivity, and a private location for telehealth consultations; (h) Treat our staff and Providers with respect.

7. Restrictions on Use

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to: provide false, misleading, or inaccurate information to us or our Providers; use the Services for any commercial purpose or for the benefit of any third party; impersonate any person or entity or misrepresent your identity; attempt to gain unauthorized access to our systems, networks, or other users' accounts; use any automated means (bots, scrapers, spiders) to access or interact with our Services; use our Services, outputs, reports, or any portion thereof to build, train, or improve any AI models, algorithms, or datasets; interfere with or disrupt the Services or our systems; introduce viruses, malware, or other harmful code; violate any applicable federal, state, local, or international law or regulation; record, photograph, or capture any telehealth consultation without the express consent of all participants; use our reports, analyses, or Services for litigation marketing, data harvesting, or any purpose other than your personal healthcare; publish, commercialize, or publicly post any reports or analyses generated by Modulus Health Group without our prior written consent; engage in conduct that is abusive, harassing, threatening, or harmful to our staff or Providers; or encourage or enable any other individual to do any of the above.

Modulus Health Group reserves the right to suspend or terminate your access to the Services without notice if you engage in any prohibited use. We further reserve the right to take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Services.

8. Computer Equipment and Internet Access

You are responsible for obtaining, installing, maintaining, and operating all software, hardware, or other equipment necessary for you to access and use the Services. This includes maintaining adequate internet connectivity, using up-to-date web browsers, and maintaining appropriate security software. We are not responsible for any errors or problems that arise from the malfunction or failure of the internet or your systems.

9. Intellectual Property

Ownership

Modulus Health Group and its licensors own all right, title, and interest in and to the Services, including all content, features, functionality, software, text, displays, images, video, audio, design, and look and feel, and all associated intellectual property rights, including issued and pending patents covering our diagnostic methodology. You may not reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any portion of the Services without our prior written consent.

License to Use

Subject to these Terms, we grant you a personal, limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your personal healthcare purposes as a patient. This license does not include any right to resell or commercially use the Services. All rights not expressly granted are reserved.

License to User Content

You retain ownership of the medical records, clinical notes, images, and other content you upload or submit ("User Content"). You grant Modulus Health Group a worldwide, royalty-free, transferable, sublicensable license to host, store, reproduce, transmit, display, adapt, and otherwise process User Content (a) to operate, maintain, and improve the Services; (b) to provide User Content to Providers as necessary for your care; and (c) for security, quality assurance, and compliance purposes. This license survives termination to the extent necessary for these purposes, legal compliance, and medical record retention obligations.

Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, and distribute such Feedback for any purpose without compensation to you.

10. Communications

Electronic Communications

By enrolling in our Services, you consent to receive electronic communications from us, including via email, text message, secure messaging through our platform, and telephone. These communications may include appointment reminders, health information, test result notifications, billing information, and administrative notices. You may opt out of certain non-essential communications by following the instructions in the communication or by contacting us.

Unencrypted Communications

You acknowledge that certain electronic communications, including email and text messages, may be unencrypted and carry some risk that information, including health information, could be accessed by unauthorized persons. You agree that Modulus Health Group is not responsible for any unauthorized access to unencrypted communications.

Electronic Signatures

You agree that your use of electronic signatures (including clicking "I Agree" or similar buttons) constitutes your signature, acceptance, and agreement as if you had signed in writing. You waive any requirement for a certification authority or third-party verification.

11. Third-Party Services and Content

The Services may include links to or integrations with third-party websites, content, or services, including laboratories, imaging facilities, pharmacies, or specialists. We do not control or endorse any third-party services and are not responsible for their content, products, services, privacy practices, or any harm arising from your use of them. Your use of third-party services is at your own risk and subject to their terms and conditions. You are responsible for all costs billed by third-party providers for laboratory tests, imaging, prescriptions, and specialist consultations.

12. Warranty Disclaimers and Limitation of Liability

Disclaimer of Warranties

Limitation of Liability

Acknowledgment of Risk

You acknowledge that if you use the Services during or in relation to an emergent, serious, or life-threatening condition, such use is at your sole risk. The Modulus Parties are not liable for any decision made or action taken in reliance upon information obtained through the Services.

State Law Variations

Some states do not allow the exclusion or limitation of certain warranties or liabilities. If you are a resident of such a state, some of the above limitations may not apply to you, and you may have additional rights.

13. Indemnification

You agree to indemnify, defend, and hold harmless the Modulus Parties from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your breach of these Terms; (c) your violation of any applicable law or regulation; (d) your negligence, fraud, or willful misconduct; or (e) any third party's access to or use of the Services through your account. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense.

14. Dispute Resolution and Arbitration

Informal Dispute Resolution

Before initiating arbitration, you agree to attempt to resolve any dispute informally by contacting us at legal@modulus.ai. If a dispute is not resolved within thirty (30) days after submission, either party may proceed to arbitration.

Arbitration Agreement

You agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved informally shall be resolved by binding arbitration, except that either party may: (a) bring an individual action in small claims court; or (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights. All arbitration proceedings and awards shall be confidential, except as required by law or to enforce an award.

Arbitration Rules and Process

Arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with the AAA Consumer Arbitration Rules then in effect (available at www.adr.org), as modified by this Section. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. The arbitrator shall be a retired judge or attorney selected by the parties from the AAA roster, or appointed by the AAA if the parties cannot agree within seven (7) days.

Arbitration Location

Arbitration may be conducted: (a) at a location determined by AAA; (b) at a mutually agreed location; or (c) via videoconference. For claims of $10,000 or less, arbitration may be conducted solely based on written submissions unless you request a hearing or the arbitrator determines one is necessary.

Arbitrator's Decision

The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator's award of damages must be consistent with the limitations in Section 12. If you prevail in arbitration, you will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.

Arbitration Fees

Your responsibility for AAA filing, administrative, and arbitrator fees shall be as set forth in the AAA Consumer Arbitration Rules.

Class Action Waiver

Limitation on Time to Bring Claims

15. Termination

Termination by Modulus Health Group

We may terminate or suspend your access to the Services at any time, with or without cause, and with or without notice, including for violation of these Terms, abusive behavior toward staff, or failure to pay fees. Upon termination, your right to use the Services will immediately cease.

Termination by You

You may terminate your membership at any time by contacting us at legal@modulus.ai. Termination does not entitle you to a refund of any fees paid. You remain responsible for any outstanding fees.

Effect of Termination

Upon termination, we will retain your medical records in accordance with applicable law (minimum ten years). You may request copies of your medical records and a complete data export in accordance with our Notice of Privacy Practices and your rights under HIPAA. We will provide your records in an accessible format upon verified request.

The following provisions survive termination: Sections 3 (Fees, to the extent of outstanding obligations), 4 (Privacy), 9 (Intellectual Property), 12 (Disclaimers and Limitations), 13 (Indemnification), 14 (Arbitration), and 16 (Miscellaneous).

16. Miscellaneous

Governing Law and Venue

These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. For any disputes not subject to arbitration, you consent to the exclusive jurisdiction of the federal and state courts located in Wilmington, Delaware, and waive any objection to venue in such courts. Modulus Health Group may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction.

Entire Agreement

These Terms, together with our Privacy Policy and Notice of Privacy Practices, constitute the entire agreement between you and Modulus Health Group regarding the Services and supersede all prior agreements and understandings.

Amendment

We may modify these Terms at any time by posting the revised terms on our website. Changes are effective upon posting, except that changes to the arbitration provisions require thirty (30) days' notice. Your continued use of the Services after changes are posted constitutes acceptance of the modified Terms. If you do not accept the changes, you should immediately stop using the Services.

Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their successors and permitted assigns.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, provided that the essential terms and economic substance of the agreement are materially preserved.

Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Modulus Health Group.

No Agency

Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship between you and Modulus Health Group.

Remedies

You agree that any violation, or threatened violation, by you of these Terms may cause irreparable harm for which monetary damages would be inadequate. Modulus Health Group shall be entitled to seek injunctive or equitable relief in addition to any other remedies at law or in equity.

Notices

We may provide notices to you via email to the address associated with your account or by posting on our website. You must provide notices to us by email to legal@modulus.ai. Notices are effective upon sending (for email) or posting (for website notices). You are responsible for ensuring that your email address on file is accurate and current.

California Residents

Under California Civil Code Section 1789.3, California residents are entitled to the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted by email at dca@dca.ca.gov, in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

If you are a California resident, you waive California Civil Code Section 1542, which states: "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."

Availability

Modulus Health Group is based in the United States. We provide the Services for use only by persons located in the United States. We make no claims that the Services are accessible or appropriate outside of the United States. Access from outside the United States is at your own risk and you are solely responsible for compliance with local laws.

Changes to the Services

We reserve the right at any time to modify, suspend, or discontinue the Services in whole or in part, with or without notice. You agree we will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

Contact Information