Waiver of Liability

INTRODUCTION

This Comprehensive Liability Waiver, Release of Claims, and Assumption of Risk Agreement (this "Agreement") is made and entered into by and between Preguntamed Incorporated., a Delaware C-Corporation organized under the laws of the State of Delaware and registered to do business in the State of Texas, doing business as Conzultos ("Conzultos," "Company," "we," "us," or "our"), and each individual or entity that registers for, accesses, or uses the Conzultos platform in any capacity, whether as a Client seeking non-clinical medical advisory services or as a Consultant providing such services (each, a "User," "you," or "your").

This Agreement governs the rights, obligations, and responsibilities of all Users with respect to the non-clinical advisory services facilitated through the Conzultos platform and is designed to clearly establish the advisory, not clinical, nature of all interactions on the platform, to allocate risk among the parties, and to ensure enforceability across all fifty United States, the District of Columbia, and U.S. territories. Each User should read this Agreement in its entirety before accepting. By accepting this Agreement, each User acknowledges that they have had the opportunity to seek independent legal counsel and that they are entering into this Agreement voluntarily and with full understanding of its terms.

RECITALS

WHEREAS, Conzultos operates a SaaS marketplace platform that connects U.S.-licensed physicians and qualified healthcare professionals ("Consultants" or "Advisors") with individuals, families, and organizations ("Clients") seeking non-clinical, informational, and educational medical advisory services;

WHEREAS, the services facilitated through the Conzultos platform are strictly limited to non-clinical advisory and informational guidance, and expressly exclude any form of medical diagnosis, treatment, prescribing, clinical care, or emergency medical services;

WHEREAS, Conzultos serves solely as a technology intermediary and does not itself render medical advice, practice medicine, or exercise any control or supervision over the professional judgment of Consultants;

WHEREAS, all advisory sessions are coordinated and scheduled through the Conzultos platform; however, the actual sessions are conducted remotely using the Consultant's preferred third-party communication method (such as Microsoft Teams, Zoom, telephone, or other video or audio conferencing tools selected by the Consultant), as Conzultos does not currently operate an integrated audio or video conferencing system within the Platform;

NOW, THEREFORE, in consideration of the mutual promises herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree as follows:

SECTION 1: DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings ascribed below:

1.1 "Advisory Services" means non-clinical, non-diagnostic, informational, and educational guidance provided by a Consultant through the Platform. Advisory Services may include, without limitation: sharing professional opinions, providing general medical education, answering non-urgent health-related questions, offering career or practice management guidance, and providing strategic medical insight for business or legal matters. Advisory Services expressly exclude any and all Clinical Services.

1.2 "Clinical Services" means any service that constitutes the practice of medicine under applicable federal or state law, including but not limited to: medical diagnosis, prescription of medication, development of treatment plans, physical examination, laboratory or diagnostic ordering, emergency care, mental health therapy or counseling, and any activity that would give rise to a physician-patient relationship or require malpractice insurance coverage.

1.3 "Client" means any individual, family member, legal representative, attorney, consultant, analyst, or organizational representative who books, attends, or otherwise receives Advisory Services through the Platform.

1.4 "Consultant" or "Advisor" means a U.S.-licensed physician or qualified healthcare professional who has been credentialed by Conzultos and provides Advisory Services through the Platform as an independent contractor.

1.5 "Platform" means the Conzultos website (www.conzultos.com), all associated mobile applications, and any related software, tools, APIs, or technologies operated by Conzultos.

1.6 "Released Parties" means, collectively, Conzultos (Preguntamed Incorporated.), its parents, subsidiaries, affiliates, officers, directors, employees, agents, successors, assigns, independent contractors, Consultants, and each of their respective heirs, executors, administrators, and legal representatives.

1.7 "Session" means a scheduled advisory consultation coordinated through the Platform and conducted remotely using the Consultant's preferred third-party communication method, such as Microsoft Teams, Zoom, telephone, or other audio or video conferencing tools. The Platform facilitates the scheduling, payment, and coordination of Sessions but does not provide the communication infrastructure through which Sessions are conducted. Session duration and format are determined by the Consultant's posted availability and service terms.

SECTION 2: NATURE AND SCOPE OF SERVICES

2.1 Strictly Non-Clinical Advisory

All services facilitated through the Conzultos Platform are strictly non-clinical in nature. Consultants provide informational and educational advisory guidance only. Under no circumstances does any interaction through the Platform constitute clinical care, medical treatment, or the practice of medicine as defined under the laws of any U.S. state or territory.

2.2 Prohibited Activities

The following activities are expressly prohibited on the Platform and shall not be provided, requested, or facilitated through any Session:

• Medical diagnosis or differential diagnosis of any condition
• Prescription, recommendation, adjustment, or management of any medication, drug, device, or supplement
• Development or modification of clinical treatment plans
• Physical examination, telemedicine examination, or any hands-on clinical assessment
• Emergency medical advice, triage, or crisis intervention
• Mental health therapy, psychotherapy, or psychiatric counseling
• Ordering, interpreting, or acting upon laboratory tests, imaging, or diagnostic studies
• Any activity that would trigger obligations under state medical practice acts, state telehealth or telemedicine statutes, or HIPAA
• Any activity that would establish, continue, or imply a physician-patient relationship

2.3 Acknowledgment of Non-Clinical Nature

Each User expressly acknowledges and agrees that all Advisory Services are general, informational, and educational in character and are not a substitute for professional medical advice, diagnosis, or treatment from a qualified healthcare provider. Users further acknowledge that reliance on any information provided during a Session is solely at the User's own risk.

SECTION 3: NO PHYSICIAN-PATIENT RELATIONSHIP

3.1 No Relationship Established

No physician-patient relationship, therapist-patient relationship, or other clinical or fiduciary healthcare relationship of any kind is created, implied, or established between any Consultant and any Client through the use of the Platform, the booking of a Session, or the receipt of Advisory Services. This applies regardless of the nature or content of any communication exchanged during a Session.

3.2 No Duty of Care

Because no physician-patient relationship exists, no Consultant owes any duty of care, duty of follow-up, duty to refer, or any other clinical duty to any Client arising from the use of the Platform. No Consultant assumes responsibility for the ongoing healthcare needs of any Client.

3.3 Multi-State Applicability

This Section is intended to apply in all fifty (50) U.S. states, the District of Columbia, and all U.S. territories. Users acknowledge that the formation of a physician-patient relationship is governed by the laws of the state in which the Client is located at the time of the Session, and that the structure of the Platform's Advisory Services is specifically designed to avoid triggering the formation of such a relationship under any state's law. In any state where a physician-patient relationship may be deemed to arise by operation of law notwithstanding this Agreement, both parties agree to the maximum limitation of liability and waiver of claims permitted under such state's law.

SECTION 4: PLATFORM ROLE AND TECHNOLOGY INTERMEDIARY STATUS

4.1 Technology Intermediary Only

Conzultos operates solely as a technology intermediary and marketplace facilitator. Conzultos does not provide medical advice, does not practice medicine, does not employ Consultants in a clinical capacity, and does not control, direct, supervise, or influence the professional opinions, judgment, or guidance of any Consultant. Conzultos's role is limited to facilitating the connection between Clients and Consultants, processing payments, coordinating session scheduling, and providing an internal messaging system for initial coordination. Conzultos does not provide, operate, or maintain the audio or video conferencing tools used to conduct Sessions. All Sessions are conducted using third-party communication platforms selected by the Consultant (such as Microsoft Teams, Zoom, telephone, or other tools), and Conzultos has no control over, and assumes no responsibility for, the performance, security, privacy practices, or terms of service of such third-party communication platforms.

4.2 Corporate Practice of Medicine Compliance

Conzultos does not engage in the corporate practice of medicine as defined under the laws of Texas or any other U.S. state that has adopted the Corporate Practice of Medicine ("CPOM") doctrine. All fees collected by Conzultos are solely for technology licensing, platform access, administrative services, and payment processing, and do not constitute fee-splitting for medical services, payment for clinical care, or compensation for the practice of medicine. No portion of any fee paid to Conzultos is remuneration for medical judgment, clinical decision-making, or the rendering of healthcare services. Each Consultant exercises fully independent professional judgment, and Conzultos neither directs nor influences the substance of any Advisory Services. This structure is specifically designed to comply with CPOM restrictions in Texas (Tex. Occ. Code § 165.001 et seq.) and in all other states where such doctrines are in effect.

4.3 No Vicarious Liability

Users acknowledge and agree that Conzultos shall not be vicariously liable for any act, omission, statement, opinion, or guidance of any Consultant. Each Consultant operates as an independent professional and is solely responsible for the content and quality of the Advisory Services they provide.

4.4 No Agency or Employment

Nothing in this Agreement or in any interaction on the Platform shall be construed to create an employer-employee, agency, joint venture, partnership, or franchisor-franchisee relationship between Conzultos and any Consultant.

SECTION 5: INDEPENDENT CONTRACTOR STATUS OF CONSULTANTS

5.1 Independent Contractor Relationship

All Consultants providing Advisory Services through the Platform are independent contractors and not employees, agents, or representatives of Conzultos. Each Consultant exercises full and independent professional judgment in the provision of Advisory Services. Conzultos does not control, and expressly disclaims any right to control, the manner, method, content, or means by which any Consultant provides Advisory Services.

5.2 Consultant Autonomy

Each Consultant maintains complete autonomy over:

• (a) Their participation on the Platform, including the right to accept or decline any Session
• (b) The rates they set for Advisory Services
• (c) Their availability and scheduling
• (d) The specific advisory criteria and scope of topics they are willing to address
• (e) The content and substance of their professional opinions and guidance

5.3 Consultant Responsibilities

Each Consultant is solely responsible for:

• (a) Maintaining valid, active, and unrestricted professional licensure in all relevant jurisdictions
• (b) Ensuring that all Advisory Services remain strictly non-clinical and within the scope permitted by this Agreement and the Platform's Terms of Use
• (c) Complying with all applicable federal, state, and local laws, rules, regulations, and professional ethical standards
• (d) Their own tax obligations, including but not limited to self-employment tax, income tax, and any required filings; Consultants are responsible for obtaining IRS Form 1099 directly from their own Stripe account, which is required for payment processing through the Platform
• (e) Obtaining and maintaining any insurance coverage they deem necessary or advisable for their advisory activities

SECTION 6: CONSULTANT COMPLIANCE AND PLATFORM ENFORCEMENT

6.1 Platform Enforcement Rights

Conzultos reserves the right to monitor session metadata (including but not limited to session duration, frequency, Client feedback, and flagged keywords) for compliance with this Agreement. Conzultos does not monitor the content of Sessions in real time but reserves the right to investigate any reported violation. Conzultos may, in its sole discretion, immediately suspend or permanently remove any Consultant found to have provided, or reasonably believed to have provided, Clinical Services through the Platform.

6.2 Zero-Tolerance Policy for Clinical Services

The provision of Clinical Services through the Platform constitutes a material breach of this Agreement. Upon determination that a Consultant has provided Clinical Services, Conzultos may, without prior notice:

• (a) Immediately terminate the Consultant's access to the Platform;
• (b) Withhold or forfeit any pending payouts associated with the Session(s) in question;
• (c) Report the conduct to the appropriate state medical board or regulatory authority if required by law or if Conzultos determines in good faith that such reporting is warranted; and
• (d) Pursue any and all remedies available under this Agreement, at law, or in equity.

6.3 Mandatory Incident Reporting by Consultants

Each Consultant agrees to notify Conzultos in writing within twenty-four (24) hours if a Session inadvertently crosses into clinical territory, including but not limited to situations where a Client discloses a medical emergency, requests a diagnosis or prescription, or where the Consultant believes the boundary between advisory and clinical guidance may have been breached. Failure to report such incidents shall constitute a material breach of this Agreement.

6.4 Client Reporting Mechanism

Clients have the right and are encouraged to report to Conzultos any Session in which they believe Clinical Services were provided, including but not limited to the receipt of a diagnosis, prescription recommendation, or treatment plan. Reports may be submitted to support@conzultos.com. Conzultos will investigate all such reports and take appropriate enforcement action as warranted.

SECTION 7: ASSUMPTION OF RISK

7.1 Voluntary Participation

Each User acknowledges that participation in the Platform and use of Advisory Services is entirely voluntary. No User is required to book, attend, or complete any Session.

7.2 Inherent Risks

Each User expressly acknowledges, understands, and voluntarily assumes all risks associated with the use of the Platform and the receipt or provision of Advisory Services, including but not limited to:

• (a) The inherent limitations of non-clinical advisory guidance, which is general in nature and may not address the specific clinical circumstances of any individual
• (b) The risk that information exchanged during a Session may be incomplete, inaccurate, misunderstood, or inapplicable to the User's particular situation
• (c) The risk that a User may rely on advisory information in a manner that leads to adverse health, financial, legal, or personal outcomes
• (d) The limitations of remote communication, including potential technology failures, audio/video quality issues, latency, or disconnection during a Session
• (e) The risk that a Client may delay or forgo necessary clinical care as a result of information obtained during a Session
• (f) The risk that the advisory information may conflict with advice provided by the Client's personal healthcare providers
• (g) The risks inherent in transmitting personal or health-related information electronically, including potential unauthorized access, interception, or disclosure despite reasonable security measures
• (h) The risk that Consultants, although credentialed, may provide guidance that another qualified professional would disagree with

7.3 Express Assumption

BY ACCEPTING THIS AGREEMENT, EACH USER EXPRESSLY AND VOLUNTARILY ASSUMES ALL OF THE FOREGOING RISKS AND ANY OTHER RISKS ARISING OUT OF OR RELATED TO THE USE OF THE PLATFORM AND ADVISORY SERVICES, WHETHER OR NOT SUCH RISKS ARE SPECIFICALLY IDENTIFIED HEREIN, AND WHETHER SUCH RISKS ARISE FROM THE NEGLIGENCE OR FAULT OF THE RELEASED PARTIES OR OTHERWISE.

SECTION 8: COMPREHENSIVE RELEASE AND WAIVER OF CLAIMS

8.1 General Release

To the fullest extent permitted by applicable law, each User, on behalf of themselves and their heirs, executors, administrators, assigns, successors, agents, and legal representatives, hereby irrevocably and unconditionally releases, waives, discharges, and covenants not to sue the Released Parties from and against any and all claims, demands, causes of action, suits, judgments, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) of any kind or nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, fixed or contingent, that arise out of or relate in any way to:

• (a) The use of the Platform or any feature, tool, or functionality thereof
• (b) The booking, conduct, content, or outcome of any Session
• (c) Any Advisory Services received from or provided by any Consultant
• (d) Any communication, opinion, statement, or information exchanged through the Platform
• (e) Any decision, action, or inaction taken in reliance on Advisory Services
• (f) Any alleged negligence, gross negligence, error, omission, or professional misconduct by any Consultant or by Conzultos
• (g) Any technology failure, data breach, security incident, or system error
• (h) Any third-party claims arising from the User's use of Advisory Services

8.2 Waiver of Unknown Claims

Each User expressly waives any and all rights under any statute or common law principle in any jurisdiction (including, without limitation, California Civil Code Section 1542 and any analogous provision under the laws of any other state) that would otherwise limit the scope of this release to claims that are known or suspected at the time of execution. Users acknowledge that this release covers claims that may arise after the date of this Agreement and claims of which the User is not currently aware.

California Civil Code Section 1542, which is hereby expressly waived, provides: "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." Similar provisions in other states are likewise expressly waived.

8.3 Covenant Not to Sue

Each User covenants and agrees not to bring any claim, action, or proceeding against any of the Released Parties arising out of or relating to any matter covered by this release. If any User brings such a claim in violation of this covenant, the User shall be liable for all costs and expenses (including reasonable attorneys' fees) incurred by the Released Parties in defending such claim.

SECTION 9: LIMITATION OF LIABILITY

9.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY RELEASED PARTY BE LIABLE TO ANY USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR ANY ADVISORY SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF THE RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Direct Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ALL RELEASED PARTIES TO ANY USER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR ANY ADVISORY SERVICES SHALL NOT EXCEED THE LESSER OF (I) THE TOTAL FEES ACTUALLY PAID BY THE USER TO CONZULTOS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (II) FIVE HUNDRED DOLLARS ($500.00).

9.3 Essential Basis of the Bargain

The limitations, exclusions, and disclaimers set forth in this Section apply to all claims regardless of whether the claim is based on breach of contract, tort (including negligence), breach of warranty, strict liability, or any other legal or equitable theory, and shall survive any failure of essential purpose of any limited remedy. Each User acknowledges that these limitations are an essential basis of the bargain between the parties and that Conzultos would not provide access to the Platform without these limitations.

9.4 State-Specific Limitations

Some states do not allow the exclusion or limitation of certain damages. In such states, the liability of the Released Parties shall be limited to the fullest extent permitted by the law of such state. Specifically:

• (a) In states that prohibit the limitation of liability for gross negligence or willful misconduct (e.g., certain interpretations under New York, New Jersey, and Connecticut law), this Section shall be construed to limit liability only to the extent that such limitation is not prohibited.
• (b) In states that impose specific requirements for enforceable liability waivers (e.g., Montana, Virginia, Louisiana), this Agreement shall be interpreted in accordance with such requirements and enforced to the maximum extent permitted.
• (c) Nothing in this Agreement is intended to waive any rights that cannot be waived as a matter of public policy under any applicable state law.

SECTION 10: INDEMNIFICATION

10.1 Client Indemnification

Each Client agrees to defend, indemnify, and hold harmless the Released Parties from and against any and all claims, demands, actions, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• (a) The Client's use of the Platform or Advisory Services;
• (b) The Client's breach of this Agreement or the Terms of Use;
• (c) Any decision, action, or inaction taken by the Client based on Advisory Services;
• (d) Any misrepresentation by the Client regarding the nature or urgency of their inquiry;
• (e) Any claim by a third party arising from the Client's use of Advisory Services; or
• (f) The Client's violation of any applicable law or regulation.

10.2 Consultant Indemnification

Each Consultant agrees to defend, indemnify, and hold harmless Conzultos, its officers, directors, employees, and agents from and against any and all claims, demands, actions, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• (a) The Consultant's provision of Advisory Services;
• (b) Any allegation that the Consultant provided Clinical Services through the Platform;
• (c) Any breach of the Consultant's representations or obligations under this Agreement;
• (d) Any violation of applicable laws, regulations, or professional ethical standards;
• (e) Any claim that the Consultant's conduct created a physician-patient relationship; or
• (f) Any lapse, restriction, or revocation of the Consultant's professional licensure.

10.3 Indemnification Procedures

The indemnifying party shall be entitled to control the defense of any covered claim, provided that the indemnified party shall have the right to participate in the defense at its own expense. No settlement that imposes any obligation or liability on the indemnified party shall be made without such party's prior written consent, which shall not be unreasonably withheld.

SECTION 11: DISCLAIMERS AND NO WARRANTIES

11.1 "As Is" Disclaimer

THE PLATFORM AND ALL ADVISORY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CONZULTOS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, QUALITY, OR SUITABILITY.

11.2 No Guarantee of Outcomes

Conzultos makes no representation, warranty, or guarantee regarding the accuracy, completeness, adequacy, timeliness, or reliability of any Advisory Services or any information provided through the Platform. Conzultos does not warrant that any advisory guidance will achieve any particular result, meet any expectation, or be applicable to any specific individual's circumstances.

11.3 No Guarantee of Availability

Conzultos does not guarantee uninterrupted, error-free, or secure access to the Platform or the continuous availability of any Consultant. Temporary interruptions in service may occur due to maintenance, updates, system failures, or factors beyond Conzultos's reasonable control.

SECTION 12: HIPAA, PRIVACY, AND DATA USE ACKNOWLEDGMENTS

12.1 Not a HIPAA-Covered Entity

Users acknowledge and agree that Conzultos is not a HIPAA-covered entity, a healthcare provider, a health plan, or a healthcare clearinghouse as defined under the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"). Accordingly, HIPAA privacy and security requirements do not apply to the Platform or to Advisory Services.

12.2 FTC Health Breach Notification Rule Acknowledgment

Users acknowledge that, although Conzultos is not a HIPAA-covered entity, health-related information collected or maintained by the Platform may be subject to the Federal Trade Commission's Health Breach Notification Rule (16 C.F.R. Part 318) ("FTC HBNR"). In the event of a breach of security involving unsecured, individually identifiable health information, Conzultos will comply with applicable notification obligations under the FTC HBNR, including notifying affected Users and the FTC as required. Users assume the inherent risks associated with transmitting health-related information through a non-HIPAA-covered platform, including but not limited to the risk that such information may be subject to different privacy and security standards than those applicable to HIPAA-covered entities. Users acknowledge that Conzultos's compliance obligations with respect to health data are governed by the FTC Act (15 U.S.C. § 45) and the FTC HBNR, rather than by HIPAA.

12.3 Voluntary Disclosure of Health Information

Any health-related information shared by a Client during a Session is shared voluntarily by the Client for the sole purpose of receiving non-clinical advisory guidance. Clients are advised not to share information that they consider highly sensitive or that they would not be comfortable sharing in a non-clinical setting. Clients assume all risk associated with the voluntary disclosure of personal or health-related information on the Platform.

12.4 Data Security

Conzultos implements commercially reasonable security measures to protect User data. However, no electronic transmission or storage system is fully secure, and Conzultos cannot guarantee absolute security. Users acknowledge and accept the inherent risks of electronic communication.

SECTION 13: USER RESPONSIBILITIES AND ACKNOWLEDGMENTS

13.1 Client Acknowledgments

By accepting this Agreement, each Client acknowledges and agrees that:

• (a) Advisory Services are not a substitute for professional medical advice, diagnosis, or treatment from a licensed healthcare provider
• (b) No physician-patient relationship is established through the Platform
• (c) The Client is solely responsible for all healthcare decisions and for seeking in-person clinical care when appropriate
• (d) The Client will not use the Platform for emergency medical situations and will call 911 or go to the nearest emergency room for any medical emergency
• (e) The Client will provide accurate and complete information during all Sessions
• (f) The Client understands that advisory guidance may vary among qualified professionals and that differences in opinion do not constitute error or malpractice

13.2 Consultant Acknowledgments

By accepting this Agreement, each Consultant acknowledges and agrees that:

• (a) All services provided through the Platform must remain strictly non-clinical and advisory in nature
• (b) The Consultant will not provide, and will actively refuse to provide, any Clinical Services through the Platform
• (c) If a Session reveals a clinical need, the Consultant will recommend that the Client seek appropriate in-person clinical care and will not attempt to address the clinical issue through the Platform
• (d) The Consultant is solely responsible for ensuring compliance with all applicable laws, regulations, and professional ethical standards
• (e) The Consultant will maintain valid, active, and unrestricted licensure throughout their participation on the Platform
• (f) The Consultant will cooperate with Conzultos in the event of any complaint, claim, or regulatory inquiry related to their use of the Platform

13.3 Emergency Session Termination

If at any point during a Session a Consultant reasonably perceives that the Client is experiencing a medical or psychiatric emergency, the Consultant shall have the right and the obligation to immediately terminate the Session and direct the Client to call 911 or proceed to the nearest emergency room. Conzultos shall not be liable for any consequences arising from the early termination of a Session under this Section, and no refund shall be owed to the Client for any Session terminated due to a perceived emergency.

SECTION 14: SESSION RECORDING AND CONFIDENTIALITY

14.1 Prohibition on Unauthorized Recording

No User may record, capture, screenshot, transcribe, or otherwise reproduce the audio, video, or content of any Session, in whole or in part, without the prior express written consent of both the other party to the Session and Conzultos. This prohibition applies regardless of whether the User is located in a one-party or two-party consent jurisdiction under applicable state wiretapping and electronic surveillance laws (including but not limited to the laws of California, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Pennsylvania, and Washington, which generally require the consent of all parties to a recorded communication).

14.2 Consequences of Unauthorized Recording

Any unauthorized recording of a Session constitutes a material breach of this Agreement and may result in immediate termination of the User's account, forfeiture of any pending payments, and liability for all damages suffered by the other party and by Conzultos as a result of such recording. Conzultos reserves the right to pursue all available legal remedies, including injunctive relief, against any User who records a Session without authorization.

14.3 Session Confidentiality

All communications exchanged during a Session are intended to be confidential as between the Client and the Consultant. Users agree not to publicly disclose, publish, or distribute the content of any Session without the prior written consent of the other party. Nothing in this Section creates a legal privilege (such as attorney-client privilege or physician-patient privilege) with respect to Session communications.

SECTION 15: ELIGIBILITY AND AGE RESTRICTION

15.1 Minimum Age Requirement

The Platform is strictly limited to use by adults aged eighteen (18) years or older. By accepting this Agreement, each User represents and warrants that they are at least eighteen (18) years of age and are legally competent to enter into a binding contract. Minors cannot legally accept a liability waiver or bind themselves to an arbitration agreement, and accordingly, no individual under the age of eighteen (18) may register for, access, or use the Platform in any capacity.

15.2 Advisory Services Regarding Minors

If a Client who is a parent or legal guardian seeks Advisory Services regarding a minor child, the Client acknowledges and agrees that:

• (a) All Advisory Services are provided solely to and for the educational and informational benefit of the adult Client, not the minor;
• (b) No physician-patient or advisory relationship of any kind is formed between the Consultant and the minor;
• (c) The Client is solely responsible for all decisions regarding the minor's healthcare; and
• (d) The Client's acceptance of this Agreement and all waivers, releases, and limitations contained herein apply fully to any Advisory Services related to the minor.

15.3 Conzultos's Right to Verify Age

Conzultos reserves the right to request verification of a User's age at any time and to immediately suspend or terminate any account if Conzultos has reasonable grounds to believe that the User is under the age of eighteen (18).

SECTION 16: PAYMENTS AND FINANCIAL TERMS

All payments are processed through Stripe's secure payment infrastructure. Consultants retain 100% of their set advisory rate. Conzultos charges a transparent 15% service fee to Clients on top of the session rate. All financial transactions are final upon completion of the Session, subject to the refund and dispute policies set forth in the Terms of Use. Consultants are responsible for obtaining IRS Form 1099 directly from their own Stripe account, which is required for payment processing, as required by applicable tax law. Each Consultant is solely responsible for their own tax obligations arising from Advisory Services.

SECTION 17: DISPUTE RESOLUTION AND ARBITRATION

17.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve the dispute informally by contacting Conzultos at support@conzultos.com. The parties shall negotiate in good faith for a period of not less than thirty (30) days before pursuing arbitration.

17.2 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, the Platform, or any Advisory Services that cannot be resolved through informal negotiation shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Houston, Texas (or, at the option of the claimant, in the county in which the claimant resides), before a single arbitrator with relevant experience in technology platform or healthcare advisory disputes.

17.3 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH USER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. EACH USER EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.

17.4 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidential information, or to address other irreparable harm. Additionally, claims within the jurisdictional limits of small claims court may be brought in such court.

17.5 Federal Arbitration Act

This Agreement evidences a transaction in interstate commerce, and the Federal Arbitration Act (9 U.S.C. §§ 1–16) shall govern the interpretation and enforcement of this arbitration provision.

SECTION 18: GOVERNING LAW AND JURISDICTION

18.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles, except to the extent preempted by federal law (including the Federal Arbitration Act).

18.2 Venue

For any disputes not subject to arbitration, each User irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts located in Harris County, Texas, and waives any objection to such jurisdiction or venue, including any objection based on forum non conveniens.

18.3 Multi-State Enforceability

This Agreement is intended to be enforceable in all fifty (50) U.S. states, the District of Columbia, and all U.S. territories. Where the law of a particular state imposes specific requirements for the enforceability of liability waivers, releases, or arbitration agreements, this Agreement shall be interpreted and applied in accordance with such requirements to the maximum extent possible. In the event that any provision of this Agreement is unenforceable in a particular jurisdiction, such provision shall be reformed or modified to the minimum extent necessary to make it enforceable, and all remaining provisions shall continue in full force and effect.

SECTION 19: STATE-SPECIFIC PROVISIONS

The following provisions supplement the terms of this Agreement and apply to Users located in or interacting from the identified states. In the event of any conflict between this Section and any other provision of this Agreement, the provision that affords the greatest enforceability and protection to the Released Parties, consistent with applicable law, shall control.

19.1 California

Users located in California expressly waive their rights under California Civil Code Section 1542, as set forth in Section 8.2. To the extent California Consumer Privacy Act (CCPA) applies, Users may request deletion or disclosure of personal information by contacting support@conzultos.com.

19.2 New York

To the extent required by New York General Obligations Law, this Agreement does not purport to release claims arising from gross negligence or willful misconduct. The limitation of liability and release provisions shall be enforced to the maximum extent permitted under New York law.

19.3 New Jersey

Consistent with New Jersey law, this waiver does not purport to release liability for intentional torts or willful acts of negligence. Users in New Jersey acknowledge that the advisory services are not healthcare services subject to the New Jersey Health Care Facilities Planning Act.

19.4 Montana

Pursuant to Montana Code Annotated § 28-2-702, this Agreement does not purport to exculpate any party from liability for willful injury or fraud. All release and limitation provisions are subject to Montana's public policy limitations.

19.5 Louisiana

This Agreement is governed by the Federal Arbitration Act, which preempts any inconsistent Louisiana law regarding arbitration. To the extent Louisiana law applies, this waiver is interpreted in accordance with Louisiana Civil Code and does not purport to waive claims that are non-waivable under Louisiana law.

19.6 Virginia

Users in Virginia acknowledge that this Agreement constitutes a pre-injury release of claims. To the extent required by Virginia law, this waiver is clear and unambiguous and is intended to release the Released Parties from liability for ordinary negligence to the maximum extent permitted.

19.7 Connecticut, Illinois, and Other Consumer Protection States

Nothing in this Agreement is intended to waive any rights that are non-waivable under applicable state consumer protection statutes, including but not limited to the Connecticut Unfair Trade Practices Act (CUTPA) or the Illinois Consumer Fraud and Deceptive Business Practices Act. All provisions shall be enforced to the maximum extent consistent with such statutes.

19.8 Texas

As the state in which Conzultos is registered and operates, Texas law is of particular importance to the enforceability of this Agreement. Under Texas law, pre-injury liability waivers are enforceable provided they satisfy the "fair notice" doctrine, which requires that the waiver be conspicuous and clearly express the intent to release claims for negligence. See Dresser Indus., Inc. v. Page Petroleum, Inc., 853 S.W.2d 505 (Tex. 1993). Users in Texas acknowledge that this Agreement is written in clear, unambiguous, and conspicuous terms and that it expressly releases the Released Parties from liability for negligence to the fullest extent permitted under Texas law. Users further acknowledge that Conzultos does not engage in the corporate practice of medicine as prohibited by Texas Occupations Code § 165.001 et seq. and that all fees collected by Conzultos are for technology licensing and administrative services only. To the extent the Texas Deceptive Trade Practices–Consumer Protection Act (Tex. Bus. & Com. Code § 17.41 et seq.) applies, this Agreement shall be enforced to the maximum extent consistent with such statute.

19.9 Florida

Under Florida law, a pre-injury release of liability must be clear, unambiguous, and not against public policy. Users in Florida acknowledge that this Agreement is written in clear and understandable terms and that they have voluntarily accepted this waiver with full understanding of the rights being released. This Agreement does not purport to release liability for conduct that is grossly negligent, reckless, willful, or wanton as defined under Florida law. To the extent the Florida Deceptive and Unfair Trade Practices Act (Fla. Stat. § 501.201 et seq.) applies, this Agreement shall be enforced to the maximum extent consistent with such statute.

19.10 Massachusetts

Users in Massachusetts acknowledge that, under Massachusetts law, certain liability waivers may be subject to heightened judicial scrutiny. This Agreement is intended to be enforceable to the fullest extent permitted under Massachusetts law and does not purport to waive claims arising from gross negligence, willful misconduct, or violations of the Massachusetts Consumer Protection Act (Mass. Gen. Laws ch. 93A). All provisions shall be interpreted in accordance with Massachusetts public policy.

19.11 Pennsylvania

Pennsylvania courts apply heightened scrutiny to exculpatory clauses and may decline to enforce waivers they consider contracts of adhesion in consumer contexts. Users in Pennsylvania acknowledge that this Agreement has been presented with adequate opportunity for review, that the User has had the opportunity to consult with independent legal counsel, and that the User's acceptance is knowing and voluntary. This Agreement does not purport to release liability for reckless, willful, or intentional misconduct under Pennsylvania law. To the extent the Pennsylvania Unfair Trade Practices and Consumer Protection Law (73 Pa. Stat. § 201-1 et seq.) applies, all provisions of this Agreement shall be enforced to the maximum extent consistent with such statute. Users in Pennsylvania further acknowledge that the arbitration and class action waiver provisions of this Agreement are governed by the Federal Arbitration Act and are enforceable notwithstanding any contrary provision of Pennsylvania law.

19.12 Washington

Under Washington law, liability waivers are subject to scrutiny and must satisfy the requirements set forth in case law, including clear and unequivocal language releasing claims for negligence. Users in Washington acknowledge that this Agreement satisfies such requirements and that the User has voluntarily accepted this waiver with full knowledge of the rights being released. This Agreement does not purport to release liability for willful misconduct, intentional torts, or violations of the Washington Consumer Protection Act (RCW 19.86). Users in Washington further acknowledge that Washington is a two-party consent state for the recording of private conversations under RCW 9.73.030, and that the session recording prohibition set forth in Section 14 of this Agreement is intended to be fully consistent with and supplemental to Washington's wiretapping and electronic surveillance statutes.

19.13 Georgia

Georgia courts generally enforce pre-injury liability waivers provided that the language is clear, unambiguous, and explicitly references negligence. Users in Georgia acknowledge that this Agreement contains clear and explicit language releasing the Released Parties from liability for negligence, and that the User has had the opportunity to read and understand this Agreement before acceptance. This Agreement does not purport to release liability for willful or wanton misconduct, gross negligence, or fraud under Georgia law. All provisions shall be enforced to the maximum extent permitted under Georgia law, including the Fair Business Practices Act (O.C.G.A. § 10-1-390 et seq.).

19.14 Ohio

Under Ohio law, exculpatory agreements are generally enforceable provided they are clear, unambiguous, and not contrary to public policy. Users in Ohio acknowledge that this Agreement is written in plain language and that the User's acceptance is voluntary and informed. This Agreement does not purport to release liability for willful, wanton, or reckless misconduct under Ohio law. To the extent the Ohio Consumer Sales Practices Act (Ohio Rev. Code § 1345.01 et seq.) applies, all provisions of this Agreement shall be enforced to the maximum extent consistent with such statute. Users in Ohio further acknowledge that Ohio's corporate practice of medicine restrictions are addressed by the structure described in Section 4.2 of this Agreement.

19.15 All Other States

For Users located in any state not specifically addressed in this Section, this Agreement shall be interpreted and enforced in accordance with the laws of such state to the maximum extent permitted. If any provision of this Agreement conflicts with mandatory, non-waivable consumer protection provisions of any state, such provision shall be reformed to the minimum extent necessary to comply with such state's law, and all remaining provisions shall continue in full force and effect. This catch-all provision is intended to ensure that the protective intent of this Agreement is preserved across all fifty (50) U.S. states, the District of Columbia, and all U.S. territories, including states with strict consumer protection frameworks not specifically enumerated above.

SECTION 20: SEVERABILITY AND REFORMATION

20.1 Severability

If any provision of this Agreement is held to be invalid, illegal, void, or unenforceable by any court of competent jurisdiction or arbitrator, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect without being impaired or invalidated in any way.

20.2 Reformation

If any provision of this Agreement is found to be overbroad, unreasonable, or unenforceable in scope, duration, or application, the court or arbitrator shall reform such provision to the minimum extent necessary to make it valid and enforceable, consistent with the intent of the parties.

SECTION 21: MAXIMUM ENFORCEABILITY

It is the express intent of the parties that this Agreement be enforced to the maximum extent permitted by applicable law in each jurisdiction. All provisions of this Agreement, including but not limited to the release, waiver, limitation of liability, arbitration, and class action waiver provisions, are intended to be enforced as written. If any enforcing body determines that any provision exceeds the scope permitted by law, the provision shall be reformed or limited only to the extent necessary, and the remainder of the Agreement shall be enforced in its entirety.

SECTION 22: DIGITAL ACCEPTANCE AND ELECTRONIC SIGNATURES

22.1 Electronic Acceptance

This Agreement may be accepted electronically by clicking "I Agree," "Accept," or a similar affirmative action during the Conzultos registration or onboarding process. Such electronic acceptance constitutes a valid, binding, and enforceable signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. §§ 7001–7031), the Uniform Electronic Transactions Act (UETA), and any applicable state electronic signature laws.

22.2 Record of Acceptance

Conzultos will maintain a record of each User's electronic acceptance of this Agreement, including the date, time, IP address, and account information associated with the acceptance event. This record shall constitute prima facie evidence of the User's assent to this Agreement.

22.3 Continuing Obligation

This Agreement remains in effect for as long as the User maintains an active account on the Platform and survives termination of the User's account with respect to any claims arising during the period of active use. Conzultos reserves the right to update this Agreement from time to time; continued use of the Platform following any such update constitutes acceptance of the modified terms.

SECTION 23: ENTIRE AGREEMENT AND INTEGRATION

This Agreement, together with the Conzultos Terms of Use and Privacy Policy (available at www.conzultos.com), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to such subject matter. No amendment to this Agreement shall be effective unless made in writing and executed by an authorized representative of Conzultos.

SECTION 24: WAIVER OF JURY TRIAL

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH USER HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR ANY ADVISORY SERVICES.

SECTION 25: NOTICES

All notices, requests, or communications relating to this Agreement shall be in writing and directed to Conzultos at: Preguntamed Incorporated. d/b/a Conzultos, support@conzultos.com, or at such other address as Conzultos may designate from time to time.

ACKNOWLEDGMENT AND ACCEPTANCE

By clicking "I Agree" or by otherwise accepting this Agreement through the Conzultos platform, each User hereby acknowledges and confirms that they have read this entire Agreement carefully and understand all of its terms and conditions; that this Agreement contains a comprehensive release and waiver of claims, including claims for negligence; that the User is waiving their right to a trial by jury and their right to participate in a class action; that all disputes arising under this Agreement will be resolved through binding arbitration; that no physician-patient relationship is created through the Platform; that Advisory Services are non-clinical and informational only and are not a substitute for professional medical care; that the User is entering into this Agreement voluntarily and of their own free will, without coercion or duress; that the User has had the opportunity to consult with an attorney before accepting this Agreement; and that this is a legally binding contract under which the User is waiving certain legal rights.