KITE HEALTH INC. TERMS OF USE

Last Updated: August 26, 2026

‍

These Terms of Use (these "Terms") govern your access to and use of the websites, web and mobile applications, kit registration tools, testing coordination services, results dashboards, personalized reports, communications, and other products and services that link to these Terms and are provided by Kite Health Inc. ("Kite Health," "Kite," "we," "us," or "our") (collectively, the "Services").

‍

By creating an account, purchasing or using the Services, registering a test kit, submitting information or a specimen through the Services, or clicking to accept these Terms, you agree to be bound by these Terms. If you use the Services for a child, legal ward, or another person for whom you are legally authorized to act, you agree to these Terms for yourself and represent that you have authority to provide information, submit specimens, receive information, and make applicable decisions on that person's behalf.

‍

Our Privacy Policy is incorporated into these Terms. Certain Services may also be subject to a separate clinical consent, informed consent, HIPAA authorization, subscription disclosure, refund policy, laboratory terms, practitioner notice, or other service-specific terms presented to you. Those additional terms are incorporated only to the extent stated. If there is a direct conflict concerning a specific clinical service, the applicable clinical consent or legally required notice controls with respect to that issue. A Business Associate Agreement between Kite and a healthcare organization does not create contractual rights for a consumer under these Terms, but it may govern Kite's handling of Protected Health Information as described below.

‍

1. Eligibility; Adult Accounts; Parent and Guardian Authority

‍

1.1 Adult Account Holder

You must be at least 18 years old, legally capable of entering into a binding agreement, and located in a jurisdiction in which the applicable Services are offered. The online account and contracting relationship are intended for adults. A child may be the subject of testing or other Services, but a child may not independently create or control a Kite account unless Kite expressly introduces an age-appropriate service and provides any notices and consents required by law.

‍

1.2 Authority to Act for a Child

If you provide information, register a kit, submit a specimen, receive results, communicate with a practitioner, or otherwise use the Services for a child or legal ward, you represent and warrant that you are the child's parent, legal guardian, or another person with sufficient legal authority to act for the child in connection with the applicable Service. You are responsible for complying with any custody order, guardianship limitation, consent requirement, or other legal restriction that applies to you or the child.

If more than one parent, guardian, or legally authorized representative has rights concerning a child, you are responsible for ensuring that your use of the Services is consistent with those rights. Kite may request documentation or other information reasonably necessary to verify identity, authority, custody status, or the right to access a child's information. Kite may restrict or suspend access while a good-faith authority or custody dispute is being evaluated.

‍

1.3 Minor Confidentiality Rights

A parent or guardian's authority to access or control a minor's health information is subject to applicable law. In some circumstances, a minor may have an independent right to consent to certain healthcare services or control information relating to those services. Kite, a Participating Practitioner, or another healthcare organization may limit parental access where required by law or a lawful instruction from the responsible healthcare provider.

‍

2. Description of the Services

Kite is a pediatric health information and testing platform designed to help families and participating healthcare practitioners organize and understand laboratory and related health information. Depending on the Service selected, applicable law, the child's age, practitioner availability, laboratory requirements, and other eligibility criteria, the Services may include:

• providing or coordinating delivery of an at-home specimen collection kit, collection instructions, and kit registration tools;
• collecting health, lifestyle, developmental, medication, supplement, diet, sleep, symptom, family history, environmental, and related intake information from an authorized adult;
• supporting test eligibility, ordering, and coordination through a licensed healthcare practitioner and a participating laboratory;
• receiving, maintaining, organizing, and displaying laboratory reports and related health information;
• using software, algorithms, rules-based methods, statistical methods, and artificial intelligence tools to organize information and prepare draft interpretations, summaries, priorities, educational explanations, and individualized recommendations for use in the applicable workflow;
• providing a Participating Practitioner with access to review, approve, modify, or reject a draft clinical interpretation or recommendation before release when practitioner review is part of the applicable Service;
• providing family-facing reports, educational materials, action plans, progress tracking, and follow-up support;
• facilitating communications among you, Kite, Participating Practitioners, laboratories, and service providers as necessary to provide the Services; and
• providing other related features described at checkout, in the product interface, or in a service-specific consent.

The features available to a particular user may differ. Kite may add, modify, suspend, or discontinue a feature for operational, scientific, security, legal, or business reasons. We will not use this right to avoid an accrued payment, refund, or other obligation that applicable law makes non-waivable.

‍

2.1 Availability and Geographic Restrictions

Not every test, practitioner service, laboratory, recommendation, or follow-up feature is available in every state or to every person. Practitioner licensure, laboratory requirements, shipping restrictions, age limits, medical history, and other legal or clinical requirements may affect eligibility. Kite may refuse or cancel a Service if the Service cannot lawfully or appropriately be provided in the applicable jurisdiction.

‍

2.2 Beta, Pilot, and Preview Features

From time to time, Kite may offer a beta, pilot, preview, research-support, or early-access feature. Such features may be changed or discontinued and may contain errors or incomplete functionality. If a feature is experimental or subject to additional limitations, Kite will identify those limitations where reasonably appropriate. Beta or preview functionality does not alter the obligations that apply to Protected Health Information or other sensitive information.

‍

3. Participating Practitioners; Laboratories; Clinical Responsibility

‍

3.1 Participating Practitioners Exercise Independent Clinical Judgment

Any licensed physician, nurse practitioner, physician assistant, or other licensed healthcare professional who orders testing, reviews results, approves or modifies an interpretation, provides medical advice, or provides clinical follow-up through or in connection with the Services is a "Participating Practitioner." A Participating Practitioner is responsible for the clinical services the practitioner personally provides and must exercise independent professional judgment. Kite does not direct a practitioner to make a particular diagnosis, prescribe a particular treatment, or approve a particular recommendation.

‍

Depending on the applicable program, a Participating Practitioner may be engaged by an independent professional practice or another healthcare organization. Unless Kite expressly states otherwise, Participating Practitioners are not employees or agents of Kite. The use of Kite technology, templates, data organization, or draft interpretations does not transfer the practitioner's professional duties to Kite.

‍

3.2 Practitioner Decisions and Eligibility

A Participating Practitioner may determine that a test or other Service is not appropriate, may request additional information, may decline to order testing, may modify or reject a draft interpretation or recommendation, may recommend that you seek in-person care, and may determine that a different form of testing or treatment is appropriate. Kite cannot guarantee that a practitioner will approve a test, interpretation, recommendation, supplement, additional test, or course of action.

‍

3.3 Independent Laboratories

Laboratory testing is performed by one or more third-party laboratories that are responsible for specimen receipt, accessioning, analytical testing, laboratory quality controls, reference information, and issuance of the laboratory result. Where described for the applicable Service, testing is performed through a CLIA-certified laboratory. Kite does not perform the underlying laboratory assay unless expressly stated otherwise.

‍

Laboratories may have their own requirements, terms, specimen acceptance criteria, testing methods, quality procedures, retention practices, and legal obligations. A laboratory may reject or recollect a specimen, revise a result, correct a report, or require additional information. Kite may display or organize a laboratory report but is not responsible for the laboratory's independent analytical acts or omissions except to the extent applicable law imposes responsibility on Kite for Kite's own conduct.

‍

3.4 Kite Is a Technology and Coordination Platform

Except to the extent a separate written document expressly states otherwise, Kite itself is not a medical practice and does not establish a physician-patient or other clinician-patient relationship with you or your child. Kite provides technology, testing coordination, data organization, workflow support, educational information, and software-assisted decision support. The availability of a report or recommendation through Kite does not mean Kite is your child's treating clinician.

‍

3.5 Clinical Approval Workflow

Where the applicable Service includes practitioner review before an interpretation or recommendation is released, Kite may prepare a draft using laboratory data, intake information, software, and clinical rules or reference materials. The Participating Practitioner is responsible for reviewing the information available to the practitioner and deciding whether to approve, modify, reject, or supplement the draft. Kite may record the fact and timing of practitioner review for operational, quality, security, and compliance purposes.

‍

4. Important Medical, Scientific, and Testing Limitations

‍

4.1 Not Emergency Care

The Services are not designed for emergencies, urgent medical concerns, crisis services, or continuous monitoring. Kite support channels and practitioner workflows may not be reviewed immediately. If you believe you or your child may be experiencing a medical emergency, call 911 or seek immediate in-person medical care. Do not use Kite messaging as a substitute for emergency care.

‍

4.2 Not a Stand-Alone Diagnosis or Treatment

Kite is a wellness and decision-support platform. Kite testing, laboratory information, software-generated insights, educational content, and action plans are not intended by themselves to diagnose, treat, cure, or prevent autism, ADHD, developmental delay, gastrointestinal disease, sleep disorder, or any other disease or medical condition. Diagnoses and treatment decisions require evaluation by qualified healthcare professionals using the full clinical context.

‍

4.3 Scientific and Laboratory Limitations

Laboratory values, metabolite patterns, and other biomarkers can be affected by age, diet, hydration, recent illness, medications, supplements, timing, specimen collection, storage, shipping conditions, laboratory methods, reference populations, and other factors. Results may be incomplete, inaccurate, inconclusive, falsely reassuring, or clinically insignificant. A result within a reference range does not rule out a health condition, and a result outside a reference range does not by itself establish a diagnosis.

‍

Scientific knowledge changes over time. Associations described in educational materials or reports may be based on emerging or evolving evidence, may not establish causation, and may not apply to every individual. Kite may update educational explanations, prioritization methods, reference materials, algorithms, or report formats as evidence and clinical practice evolve.

‍

4.4 Recommendations, Supplements, Diet, and Follow-Up

The Services may organize information into priorities or suggested discussion points involving sleep, hydration, diet, digestion, supplements, lifestyle, additional testing, or other topics. Unless a licensed practitioner personally recommends or prescribes an intervention within the scope of the practitioner's license, Kite content is educational and should not be treated as a prescription or individualized medical order. Review material changes to a child's diet, supplement regimen, medication, or clinical care with an appropriate healthcare professional, particularly if the child has allergies, chronic conditions, takes prescription medication, has a history of adverse reactions, or is under active medical treatment.

‍

4.5 No Guaranteed Outcome

Kite does not guarantee that use of the Services will identify a cause of symptoms, improve symptoms, produce a diagnosis, avoid other testing, result in a particular treatment plan, or produce any particular health or developmental outcome. The absence of a recommendation in a Kite report should not be interpreted as advice to stop or avoid care recommended by another qualified healthcare professional.

‍

5. Specimen Collection, Shipping, Processing, and Recollection

‍

5.1 Collection Responsibilities

You are responsible for following the collection, labeling, storage, packaging, and shipping instructions provided with the kit or through the Services. You must use the kit only for the individual for whom it was registered and must not intentionally substitute, alter, contaminate, or misidentify a specimen.

‍

5.2 Unusable or Delayed Specimens

Improper collection, contamination, insufficient volume, delayed shipment, extreme temperature, leakage, shipping damage, labeling error, expiration, laboratory accessioning requirements, or other factors may result in delay, specimen rejection, cancellation of testing, or the need to collect a replacement specimen. Kite may request additional information or a recollection where reasonably necessary to complete the Service.

‍

5.3 Shipping and Third-Party Delays

Shipping carriers, fulfillment vendors, laboratories, and other third parties may experience delays or losses outside Kite's reasonable control. Kite will use commercially reasonable efforts to assist with an eligible replacement or recollection but does not guarantee carrier delivery dates, laboratory turnaround times, or uninterrupted third-party performance.

‍

5.4 Residual Specimens

After laboratory testing is complete, any remaining specimen is handled by the applicable laboratory in accordance with its policies, contractual obligations, applicable consents, and law. A specimen may be consumed, stored for quality purposes, or destroyed and ordinarily will not be returned to you. Kite will not direct an identifiable residual specimen to be used for generalized research or model improvement unless the use is permitted by applicable law and any separate consent or authorization required for Kite's program has been obtained.

‍

5.5 Corrections and Revised Reports

A laboratory or Participating Practitioner may correct, supplement, or revise information after an initial report is available. Kite may update the applicable dashboard or report to reflect a correction. You are responsible for reviewing material notices concerning revised results and discussing clinically significant changes with an appropriate practitioner.

‍

6. Artificial Intelligence, Algorithms, and Automated Tools

‍

6.1 Assisted Processing

Kite may use algorithms, rules-based software, statistical methods, artificial intelligence, and machine learning tools to organize information, identify patterns, generate educational explanations, and prepare draft summaries, interpretations, priorities, or recommendations. These tools assist the Service workflow. They are not autonomous healthcare providers, may generate incomplete or incorrect outputs, and do not replace independent professional judgment.

‍

6.2 Practitioner Review

Where practitioner review is part of the applicable Service, the Participating Practitioner is responsible for evaluating the information available to the practitioner and deciding whether a draft output is clinically appropriate. You should not rely on an unreviewed automated output as a substitute for clinician review, diagnosis, or treatment.

‍

6.3 No Generalized Training on Identifiable PHI

Kite does not use identifiable Protected Health Information to train generalized artificial intelligence models, and Kite does not authorize an artificial intelligence provider to use Protected Health Information for the provider's own model training, advertising, or unrelated product improvement. An AI or model provider may process Protected Health Information to perform an authorized service for Kite only where the processing is permitted by the applicable healthcare arrangement and the provider is subject to appropriate contractual and HIPAA restrictions.

‍

6.4 De-Identified Information and Optional Programs

Kite may offer a separate optional program concerning properly de-identified information for research, scientific validation, or generalized model improvement. Participation in such a program is voluntary and is not a condition of receiving the core testing Services. The applicable consent or choice will describe the program, the information involved, any withdrawal right, and the effect of withdrawal.

‍

7. Accounts; Security; Information You Provide

‍

7.1 Accurate Information

You agree to provide accurate, current, and complete information and to update information when a material change could affect the Services. The quality and safety of the Services depend on the accuracy and completeness of information supplied by you, participating practitioners, laboratories, and other authorized sources. Kite is not responsible for an error caused by information that was materially inaccurate or omitted when Kite reasonably relied on that information.

‍

7.2 Account Credentials

You are responsible for maintaining the confidentiality of account credentials and for activity under your account that occurs through credentials you authorized or failed to protect with reasonable care. Do not share credentials with a child or an unauthorized person. Notify Kite promptly at contact@kitehealth.com if you believe an account or device has been compromised or that another person has accessed information without authorization.

‍

7.3 Identity and Authority Verification

Kite may use reasonable verification measures before granting access to sensitive information, changing account ownership, disclosing records, or acting on a privacy request. Verification may require confirmation of account details, contact information, relationship to the test participant, or other information reasonably necessary to protect the individual whose information is involved.

‍

7.4 Unauthorized Submissions

You may provide personal or health information only about yourself, your child or legal ward, or another person for whom you have lawful authority to act. You may not submit false information, impersonate another person, or intentionally submit another person's specimen or information without authorization.

‍

8. Purchases, Memberships, Recurring Billing, and Refunds

‍

8.1 Prices and Payment

You agree to pay the prices, taxes, shipping charges, and other fees disclosed to you before purchase. Kite may use a third-party payment processor. Kite generally does not receive or store a full payment card number when a third-party processor handles the transaction. You authorize Kite and its payment processor to process charges associated with an order, membership, or subscription that you validly authorize.

‍

8.2 Recurring Memberships and Subscriptions

If you enroll in a recurring membership or subscription, the price, billing interval, material included Services, renewal terms, and cancellation method will be disclosed before enrollment. By completing enrollment, you authorize recurring charges until cancellation. Kite will provide any renewal reminder, price-change notice, acknowledgment, or other automatic-renewal disclosure required by applicable law. You may cancel using the method made available in your account or another cancellation method disclosed at enrollment. Cancellation stops future renewals but does not automatically unwind Services already provided, practitioner work already completed, or laboratory processing already initiated.

‍

8.3 Refunds, Replacements, and Recollections

Eligibility for a refund, credit, replacement kit, or recollection may depend on the stage of the order, including whether a kit has shipped, practitioner ordering services have been completed, a specimen has been submitted, or laboratory processing has begun. Any refund or replacement policy presented at checkout for the applicable Service is incorporated into these Terms. Nothing in these Terms limits a non-waivable refund or cancellation right under applicable law.

‍

8.4 Failed Payments and Charge Disputes

If a payment fails, Kite may retry the payment method or suspend access to a paid feature until payment is resolved, subject to applicable law and any obligation to preserve access to healthcare records. If you believe a charge is incorrect, contact Kite support so that we can investigate. Nothing in these Terms limits your lawful right to dispute an unauthorized or erroneous charge with your payment provider.

‍

8.5 Insurance; HSA and FSA

Unless expressly stated otherwise, Kite does not promise that the Services will be covered or reimbursed by health insurance, Medicare, Medicaid, or another payer. Eligibility for reimbursement from a health savings account, flexible spending account, or similar arrangement depends on your plan and circumstances. Kite does not provide tax, insurance, or benefits advice.

‍

9. Communications and Electronic Records

‍

9.1 Transactional and Clinical Workflow Communications

You consent to receive communications reasonably necessary to administer your account and provide the Services, including email, text message, in-app message, and other communications concerning kit registration, shipping, specimen status, laboratory status, results availability, practitioner review, account security, billing, and customer support. Message and data rates may apply. These communications are not intended for emergencies.

‍

9.2 Marketing Communications

Where required by law, Kite will obtain separate consent for marketing text messages, prerecorded calls, or other promotional communications. Consent to marketing is not a condition of receiving the core testing Services. You may unsubscribe from marketing email or withdraw marketing text consent using the method stated in the applicable communication. You may continue to receive transactional, security, billing, testing, and clinical workflow communications that are necessary to provide the Services.

‍

9.3 Electronic Records and Signatures

You agree that electronic records, disclosures, consents, notices, and signatures may satisfy legal writing and signature requirements to the extent permitted by law. You may contact Kite if you need a paper copy of a document that Kite is legally required to provide in paper form or make available upon request.

‍

10. Privacy; HIPAA Business Associate Role

‍

10.1 Privacy Policy

Our Privacy Policy explains our general information practices and is incorporated into these Terms. Health information may be subject to different legal rules depending on the context in which Kite receives, creates, or maintains it.

‍

10.2 Core Clinical Workflow as a Business Associate Workflow‍

Kite expects to receive and maintain Protected Health Information in connection with the core clinical testing workflow. When Kite creates, receives, maintains, or transmits Protected Health Information on behalf of a Participating Practitioner, medical practice, laboratory, or other HIPAA-regulated organization for which Kite performs Business Associate functions, Kite acts as that organization's Business Associate. Kite uses and discloses such Protected Health Information only as permitted by HIPAA, applicable law, and the applicable Business Associate Agreement.

‍

10.3 Covered Entity Notice of Privacy Practices

The applicable healthcare provider or other covered entity is responsible for its Notice of Privacy Practices and for administering individual HIPAA rights, with Kite providing assistance as required by its Business Associate Agreement and applicable law. Kite's consumer Privacy Policy is not intended to replace a covered entity's Notice of Privacy Practices.

‍

10.4 Order of Precedence for PHI

If the Privacy Policy or these Terms conflict with an applicable Business Associate Agreement concerning Protected Health Information, the Business Associate Agreement and applicable law control with respect to the Protected Health Information. Information that is not Protected Health Information may instead be governed by the Privacy Policy and other applicable privacy laws.

‍

11. De-Identified Information; Research; Product Improvement

‍

11.1 Operational De-Identification

Where permitted by an applicable Business Associate Agreement and law, Kite may create information that is properly de-identified under HIPAA or another applicable legal standard. Kite may use properly de-identified or aggregate information for security, quality assurance, service administration, performance measurement, benchmarking, scientific validation, and other lawful purposes consistent with Kite's commitments.

‍

11.2 Optional Research and Generalized Model Improvement

If Kite offers a program that uses properly de-identified information for research, scientific analysis, external publication, or generalized model improvement beyond routine operations, Kite will present the program as a separate optional choice where that is Kite's stated program design or required by law. Declining an optional program will not reduce access to the core testing Services.

‍

11.3 No Re-Identification

Kite will not attempt to re-identify information that has been de-identified for these purposes except as permitted by law for validation, security, or another authorized purpose. Information already properly de-identified and incorporated into completed analyses may no longer be capable of being linked back to a particular individual or removed from completed aggregate work.

‍

12. Acceptable Use and Platform Security

You may use the Services only for lawful, personal, non-commercial purposes and in accordance with these Terms. You may not:

• access or use another person's account without authorization;
• submit false, misleading, unlawful, infringing, or malicious information;
• attempt to gain unauthorized access to the Services, another account, a laboratory interface, a practitioner interface, or Kite systems;
• circumvent authentication, security controls, rate limits, access restrictions, or other technical protections;
• interfere with the operation, security, availability, or integrity of the Services;
• reverse engineer, decompile, disassemble, scrape, crawl, or use automated tools to extract data, models, content, or functionality except to the limited extent applicable law expressly permits despite this restriction;
• use Kite content, reports, software, prompts, outputs, workflows, or data to train, benchmark, validate, or develop a competing product, model, or service without Kite's written permission;
• introduce malware, malicious code, or harmful content;
• use the Services to harass, threaten, exploit, or violate the privacy or rights of another person; or
• use the Services in violation of law, a court order, or a third-party right.

Kite may investigate suspected misuse and may preserve or disclose information where legally permitted and reasonably necessary to protect the Services, users, healthcare partners, or others. Any use or disclosure of Protected Health Information remains subject to HIPAA and the applicable Business Associate Agreement.

‍

13. Kite Intellectual Property; Limited License

‍

13.1 Kite Materials

The Services, including software, interfaces, designs, text, graphics, educational content, workflows, algorithms, models, report formats, data structures, compilations, and other materials provided by Kite, are owned by Kite or its licensors and are protected by intellectual property laws. Subject to these Terms, Kite grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for their intended purpose.

‍

13.2 Your Information

You retain rights you may have in information you provide. Kite does not rely on a broad intellectual property license in these Terms to use Protected Health Information. Kite's rights and obligations concerning Protected Health Information arise from HIPAA, the applicable Business Associate Agreement, applicable law, and the authorized healthcare workflow. You grant Kite a limited right to use other content you voluntarily submit only as reasonably necessary to provide, secure, support, administer, and improve the Services as described in the Privacy Policy.

‍

13.3 Feedback

If you provide feedback, suggestions, or ideas about the Services that do not contain Protected Health Information or another person's confidential information, you grant Kite a worldwide, perpetual, irrevocable, royalty-free right to use that feedback for any lawful purpose without restriction or compensation.

‍

14. Third-Party Services, Products, and Content

‍

14.1 Third-Party Service Providers

The Services may depend on or link to laboratories, Participating Practitioners, payment processors, shipping carriers, communications providers, identity providers, cloud hosting providers, app stores, and other third-party services. Those parties may have separate terms and privacy practices. Kite is responsible for Kite's own obligations concerning its selection, contracting, configuration, and use of a service provider, but Kite does not control an independent practitioner's clinical judgment, a laboratory's analytical testing, a carrier's transportation services, or another third party's independent acts.

‍

14.2 Third-Party Products and Recommendations‍

Educational content or a practitioner-approved plan may discuss supplements, foods, devices, testing, or other third-party products or services. Unless expressly stated, Kite does not manufacture those products and does not warrant their quality, safety, effectiveness, availability, or suitability for a particular individual. Product labels, manufacturer instructions, practitioner advice, and applicable warnings should be followed. Any material financial relationship relating to a recommendation will be disclosed where required by law.

‍

14.3 External Links

A link to a third-party website or service does not mean Kite controls or endorses the third party's practices. Your use of an external service may be governed by separate terms. Do not send health information through an external service unless the applicable workflow instructs you to do so.

‍

15. Mobile Applications and Devices

‍

15.1 Device Compatibility and Updates

You are responsible for obtaining a compatible device, internet access, and any operating system or app store account required to use a mobile application. Kite may release updates that are necessary for security, functionality, or compliance. Older versions may stop functioning after reasonable notice where continued operation would create a security or compatibility risk.

‍

15.2 Device Security

A mobile device may display sensitive notifications or retain authenticated sessions. You are responsible for using reasonable device protections, including screen locks and secure credentials, and for signing out or revoking access if a device is lost, sold, shared, or compromised. Kite may provide settings that allow you to control certain notification content.

‍

15.3 App Stores

If you download a Kite application from an app store, the app store provider is not a party to these Terms and is not responsible for Kite's Services, support, or healthcare content except to the extent required by the provider's own terms or applicable law. You must comply with applicable app store terms. To the extent required by the app store terms, the app store provider may be a third-party beneficiary of the provisions that expressly benefit it.

‍

16. Suspension, Account Closure, and Termination

‍

16.1 Your Right to Stop Using the Services

You may stop using the Services at any time and may request account closure through the available account tools or by contacting Kite, subject to payment obligations, subscription terms, laboratory work already initiated, healthcare record obligations, and legal retention requirements that have already arisen.

‍

16.2 Kite Suspension or Termination

Kite may suspend or terminate access if you materially violate these Terms, misuse the Services, create a material security or safety risk, fail to pay an undisputed amount after reasonable notice, use the Services unlawfully, lose eligibility for a Service, or if continued access would materially threaten the security, integrity, legality, or operation of the Services. Where reasonably practicable, Kite will limit a suspension to the affected feature or account and will provide notice unless notice would create a security, legal, or safety risk.

‍

16.3 Access to Records After Closure

Closing a Kite account does not require Kite, a Participating Practitioner, laboratory, or other regulated entity to delete information that must or may be retained under applicable law, a Business Associate Agreement, healthcare record requirements, laboratory requirements, legal hold obligations, security requirements, or a lawful retention schedule. Access to a medical record after account closure may be provided through the responsible healthcare provider or another legally required process rather than through the consumer application.

‍

16.4 Survival

Provisions that by their nature should survive termination will survive, including provisions concerning accrued payment obligations, privacy and healthcare records, intellectual property, restrictions on misuse, disclaimers, limitations of liability, indemnification, dispute resolution, and general legal terms.

‍

17. Service Changes; Maintenance; Force Majeure

Kite may perform scheduled or emergency maintenance and may experience outages. Kite is not responsible for a delay or failure caused by events outside Kite's reasonable control, including natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labor disruption, governmental action, widespread internet or utility failure, carrier failure, laboratory interruption, cyberattack, or failure of a critical third-party service, provided Kite uses commercially reasonable efforts to mitigate the impact where appropriate. This Section does not excuse payment for Services already properly provided or any duty that applicable law makes non-waivable.

‍

18. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE KITE TECHNOLOGY PLATFORM, SOFTWARE, EDUCATIONAL CONTENT, AND NON-CLINICAL SUPPORT SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." KITE DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE TO THE EXTENT SUCH WARRANTIES MAY LAWFULLY BE DISCLAIMED.

‍

Kite does not warrant that the Services will be uninterrupted, secure, or error-free; that every defect will be corrected; that every specimen will be successfully processed; that a laboratory will meet a particular turnaround time; or that any particular result, interpretation, recommendation, diagnosis, treatment plan, or health outcome will occur.

‍

To the maximum extent permitted by law, Kite is not responsible for the independent clinical acts or omissions of a Participating Practitioner or the independent analytical acts or omissions of a laboratory, carrier, manufacturer, or other third party. This allocation does not limit liability for Kite's own legally actionable conduct or any duty that applicable law makes non-waivable.

‍

Nothing in these Terms disclaims or limits a Participating Practitioner's professional duties, alters the standard of care applicable to a licensed healthcare professional, or requires you to waive a right that applicable law makes non-waivable.

‍

19. Limitation of Liability

‍

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KITE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF KITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

‍

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KITE'S TOTAL AGGREGATE LIABILITY TO YOU FOR CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO KITE FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (B) $1,000.

‍

The limitations in this Section do not apply to liability that cannot lawfully be limited, including liability to the extent caused by Kite's fraud or willful misconduct or another category of conduct for which applicable law prohibits limitation. Some jurisdictions do not allow certain exclusions or limitations, so some provisions may not apply to you.

‍

20. Indemnification

To the extent permitted by law, you agree to indemnify and hold harmless Kite and its officers, directors, employees, and agents from third-party claims, damages, liabilities, and reasonable costs arising from (a) your unlawful or unauthorized misuse of the Services, (b) your intentional submission of information or a specimen concerning a person without legal authority, (c) your infringement or violation of a third party's rights through content you submit, or (d) your material violation of these Terms. This Section does not require you to indemnify Kite for Kite's own negligence, willful misconduct, violation of law, or breach of these Terms.

‍

21. Notices of Intellectual Property Infringement

If you believe content available through the public-facing Services infringes your copyright or other intellectual property rights, contact Kite at the address below with sufficient information to identify the work, the allegedly infringing material, your contact information, and the basis for your claim. Kite may remove or restrict access to material where appropriate and may request additional information reasonably necessary to evaluate the notice.

‍

22. Dispute Resolution; Individual Arbitration

‍

22.1 Informal Resolution

Before filing a lawsuit or arbitration against Kite, you and Kite agree to attempt in good faith to resolve the dispute informally for at least 30 days after one party provides written notice describing the dispute and requested relief. This requirement does not prevent either party from seeking urgent injunctive relief where reasonably necessary to protect confidential information, privacy, security, or intellectual property.

‍

22.2 Binding Individual Arbitration

Except for matters that qualify for small claims court and claims for urgent injunctive relief as described above, any dispute between you and Kite arising out of or relating to these Terms or the Services will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules then in effect. The Federal Arbitration Act governs this arbitration provision. The arbitration may be conducted remotely unless the arbitrator determines that an in-person hearing is necessary or applicable law requires otherwise.

‍

22.3 Class Action Waiver

‍

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND KITE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF THIS WAIVER IS HELD UNENFORCEABLE FOR A PARTICULAR CLAIM, THAT CLAIM WILL PROCEED IN A COURT OF COMPETENT JURISDICTION TO THE EXTENT REQUIRED BY LAW.

‍

22.4 Arbitration Opt-Out

You may opt out of Sections 22.2 and 22.3 by sending written notice to contact@kitehealth.com within 30 days after you first accept these Terms. Your notice must include your full name, the email address associated with your account, and a clear statement that you elect to opt out of arbitration. Opting out will not affect any other provision of these Terms.

‍

22.5 Non-Waivable Rights

Nothing in this Section waives a right or remedy that cannot legally be waived, including rights under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act where applicable. These Terms govern disputes with Kite only and do not alter dispute terms that may separately apply between you and an independent Participating Practitioner, laboratory, or other third party.

‍

23. Governing Law and Forum

Except to the extent federal law applies or applicable law requires otherwise, these Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. Any dispute not subject to arbitration will be brought in the state or federal courts located in Santa Clara County, California, and the parties consent to personal jurisdiction and venue there, except where applicable consumer law requires a different forum.

‍

24. Changes to These Terms

Kite may update these Terms as the Services, law, or Kite's practices change. The updated Terms will state the date of the latest revision. If Kite makes a material change, Kite will provide notice in a manner reasonably designed to reach affected users, such as through the Services or by email. Where applicable law requires affirmative consent to a material change, Kite will obtain that consent before applying the change to the affected activity. A change to these Terms does not by itself expand Kite's rights to use Protected Health Information beyond what HIPAA and the applicable Business Associate Agreement permit.

‍

25. General Terms

‍

25.1 Entire Agreement and Order of Precedence

These Terms, the Privacy Policy, and any service-specific terms expressly incorporated for the applicable Service constitute the agreement between you and Kite concerning the Services. Separate agreements between you and a Participating Practitioner, laboratory, or other third party govern your relationship with that third party. An applicable Business Associate Agreement governs Kite's obligations to the healthcare organization that is party to that agreement and controls over these Terms with respect to any inconsistent handling of Protected Health Information.

‍

25.2 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in effect, except where Section 22 expressly provides otherwise for a particular arbitration-related issue.

‍

25.3 Waiver

A party's failure to enforce a provision is not a waiver of that provision or of the right to enforce it later.

‍

25.4 Assignment

You may not assign these Terms without Kite's written consent. Kite may assign these Terms in connection with a merger, financing, reorganization, acquisition, sale of assets, or similar transaction, or to an affiliate, subject to applicable privacy and healthcare laws and any contractual restriction governing Protected Health Information.

‍

25.5 No Third-Party Beneficiaries

Except as expressly stated in Section 15.3 concerning an app store provider where applicable, these Terms do not create rights in any third party.

‍

25.6 Headings

Headings are for convenience only and do not affect interpretation.

‍

26. Contact Us

Questions about these Terms may be sent to:

Kite Health Inc.
425 Page Mill Road, Suite 200, 2nd Floor
Palo Alto, California 94306
United States
Email: contact@kitehealth.com