Terms of Use

Last updated: [EFFECTIVE DATE]

PLEASE READ CAREFULLY. These Terms include a medical disclaimer (Section 5), limits on our liability (Section 12), and a dispute resolution section (Section 14). Section 14 requires most disputes to be resolved by individual arbitration instead of in court, and waives class actions. You may opt out within 30 days.

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1. About These Terms

These Terms of Use ("Terms") are a legal agreement between you and CoolCRYO LLC, doing business as Measured Health, 4040 Cheyenne Blvd, Suite C, Rapid City, SD 57703 ("we," "us," "our," or the "Company").

These Terms apply to your use of:

• our public website at measuredhealth.me, including articles and the quiz (the "Website")
• our secure client portal at measuredhealth.me (the "Portal")
• related online tools, emails, and text messages

Together, these are the "Platform."

By using the Platform, you agree to these Terms. If you do not agree, do not use the Platform.

Other documents also apply:

Document	What it covers
Website Privacy Policy and Notice of Privacy Practices	How we handle your information
Portal Terms and Electronic Communications Consent	Your Portal account, messaging, and electronic records
SMS Text Messaging Terms	Text messages
Program Enrollment Agreement and Informed Consent	The services you buy, if you enroll in a program. If that agreement conflicts with these Terms about a program, the Program Enrollment Agreement controls.

2. Who Can Use the Platform

You must be at least 18 years old and able to enter a binding contract to use the Platform. The Platform is intended for people in the United States. By using it, you confirm that you meet these requirements.

3. Your Account

To use the Portal, you need an account. You agree to:

• give us true, accurate, and complete information, and keep it up to date
• keep your password and sign-in codes private, and use multi-factor sign-in
• not share your account or let anyone else use it
• tell us right away at hello@measuredhealth.me or 605-301-3189 if you think someone else has used your account

You are responsible for activity under your account, unless it happened because of our failure to use reasonable security. The Portal Terms explain account security in more detail.

4. Acceptable Use

You agree not to:

1. use the Platform for anything illegal, harmful, or fraudulent
2. pretend to be someone else, or give false health or identity information
3. access or try to access another person's account or information
4. upload viruses or harmful code, or interfere with the Platform's security or operation
5. scrape, copy, or collect content or data from the Platform by automated means, except as allowed by public search engines
6. reverse-engineer, decompile, or try to get the source code of the Platform, except where the law allows it
7. use the Platform to harass, threaten, or abuse our staff or other people
8. post content that is unlawful, defamatory, obscene, or that you have no right to share
9. resell or use the Platform or our materials for a competing business
10. use our content, including articles, plans, recipes, and reports, to train artificial intelligence models without our written permission

5. Important Medical Disclaimer

Please read this section carefully.

5.1 Not medical advice. The Website's articles, quiz results, guides, recipes, and other general content are for general education and information only. They are not medical advice. They are not a substitute for advice, diagnosis, or treatment from your own doctor or another qualified health care professional.

5.2 Coaching and wellness services are not medical treatment. Our programs include body-composition scans, nutrition plans, coaching, check-ins, and educational content. These are wellness and lifestyle services. They are not medical care. Our coaches are not acting as your doctor. They do not diagnose, treat, cure, or prevent any disease.

5.3 Prescription decisions are made only by independent Prescribing Providers. You may choose to be evaluated for prescription medicines or peptides by a licensed physician or other prescriber in the Asher Health network (a "Prescribing Provider"). Prescribing Providers are independent. They are not our employees or agents.

• Whether to prescribe anything, what, and how much is decided solely by the Prescribing Provider, using their own professional judgment.
• We do not decide, influence, or guarantee any prescription.
• Prescription services are subject to the Prescribing Provider's and Asher Health's own terms, consents, and privacy notices.
• Pharmacies fill prescriptions under their own terms.

5.4 Check with your doctor. Talk with your doctor before you start any diet, exercise, or weight-loss program. This is especially important if you:

• are pregnant, may be pregnant, or are breastfeeding
• have a medical condition (such as heart disease, diabetes, kidney disease, or a history of eating disorders)
• take any medicines

Do not ignore medical advice or delay getting it because of something you read or heard through the Platform.

5.5 Emergencies. The Platform is not for emergencies. Do not use Portal messages, texts, or email for urgent or emergency needs. If you think you have a medical emergency, call 911 or go to the nearest emergency room right away. If you are thinking about harming yourself, call or text 988 (the Suicide & Crisis Lifeline).

6. Results Disclaimer

Everyone's body is different. Results depend on many things, including:

• your health, age, genetics, and hormones
• your medicines
• how closely you follow your plan
• sleep, stress, and activity

We do not promise or guarantee any specific result, including any amount of weight loss, fat loss, or muscle gain. Client stories, testimonials, and before-and-after photos show individual experiences. They are not typical, and your results may be different. When we show results, we will tell you what results people generally get, where we have that information.

Body-composition scans give estimates, not exact measurements. Readings can change with hydration, food, exercise, time of day, and the device used.

7. Our Intellectual Property

The Platform and everything in it belong to the Company or our licensors and are protected by copyright, trademark, and other laws. This includes:

• text, articles, recipes, cookbooks, guides, plans, videos, graphics, logos, the Measured Health name, software, and design
• assessment report formats and templates

We give you a limited, personal, non-exclusive, non-transferable, revocable license to use the Platform and its content for your own personal, non-commercial use while you follow these Terms. You may print or download materials given to you (like your plan or reports) for personal use.

You may not:

• copy, sell, share publicly, change, or create works based on our content, except as these Terms allow
• remove copyright or trademark notices

All rights not expressly given to you are reserved.

8. Your Content

8.1 What "Your Content" means. "Your Content" is anything you submit through the Platform. Examples:

• check-in answers and messages
• progress photos
• food logs and measurements
• comments and survey answers

8.2 You own Your Content. You keep ownership of Your Content.

8.3 Our limited license. You give us a limited, non-exclusive, royalty-free license to host, store, copy, process, display, and transmit Your Content only to:

• provide services to you
• operate, secure, and support the Platform
• meet legal obligations

This license includes using secure AI tools that operate under our privacy and security commitments to help our staff prepare reports and replies for you.

8.4 No public use without your separate permission. We will not use Your Content, including your photos, name, results, or story, in advertising, on social media, or anywhere public unless you sign a separate written authorization. We may create de-identified information that no longer identifies you, as the law allows. We may use it to improve our services.

8.5 Your promises. You confirm you have the right to submit Your Content. You also confirm it does not violate anyone else's rights. Do not upload photos of other people without their permission.

8.6 Feedback. If you send us ideas or suggestions about the Platform, we may use them without paying you. We will never publicly identify you as the source unless you agree.

9. Third-Party Services and Links

The Platform may link to, or work with, services we do not own or control. Examples:

• Asher Health and Prescribing Providers, and pharmacies
• labs
• financing companies (such as Cherry, CareCredit, or Afterpay)
• payment processors, booking tools, and social media

Your use of those services is governed by their terms and privacy policies. We are not responsible for their content, products, services, or practices. A link does not mean we endorse them.

10. Copyright Complaints

If you believe content on the Platform infringes your copyright, send a notice to our designated agent. Include the information required by 17 U.S.C. §512(c)(3).

Designated agent: Copyright Agent, 4040 Cheyenne Blvd, Suite C, Rapid City, SD 57703, legal@measuredhealth.me

11. Disclaimers

Except as stated in these Terms or in a Program Enrollment Agreement, the Platform and its content are provided "as is" and "as available." To the extent the law allows, we disclaim all warranties, express or implied, including warranties of:

• merchantability
• fitness for a particular purpose
• title
• non-infringement

We do not promise that the Platform will always be available, error-free, or completely secure. We do not promise that every piece of general content is complete or current.

Some states do not allow these disclaimers, so some may not apply to you. Nothing in these Terms limits any rights you have under consumer protection laws that cannot be waived.

12. Limitation of Liability

12.1 Limit. To the extent the law allows, the Company and its owners, employees, and contractors are not liable for indirect, incidental, special, consequential, or punitive damages. Examples include lost profits or lost data that arise from your use of the Website or Platform.

12.2 Cap. To the extent the law allows, our total liability for any claim about the Website or Platform is limited to the greater of:

• (a) the amount you paid us in the 12 months before the claim arose, or
• (b) $[100]

12.3 What these limits do not cover. These limits do not apply to:

• (a) our fraud, gross negligence, or willful misconduct
• (b) death or personal injury caused by our negligence
• (c) our violation of law, including privacy and data-security laws
• (d) anything else the law does not allow us to limit

Under South Dakota law, a contract cannot excuse a party from responsibility for its own fraud, willful injury, or violation of law (SDCL §53-9-3).

12.4 Services. Liability related to program services you buy is addressed in your Program Enrollment Agreement.

13. Indemnity

You agree to reimburse us for reasonable losses, including reasonable attorneys' fees, caused by third-party claims that result from:

• (a) your intentional violation of these Terms
• (b) Your Content that you did not have the right to submit
• (c) your violation of law or of someone else's rights

This does not apply to the extent the loss was caused by our own negligence or misconduct. We will tell you promptly about any claim. You may participate with your own lawyer at your own cost.

14. Resolving Disputes

14.1 Talk to us first. Most concerns can be solved quickly. Before starting any formal case, you and we each agree to send a written notice describing the problem and the outcome wanted.

• Send yours to legal@measuredhealth.me or our mailing address.
• We will send ours to the email address on your account.
• Both sides will try in good faith to resolve it within 60 days. This includes a phone or video call if either side asks.
• Deadlines for filing claims are paused during this period.

14.2 Arbitration.

(a) Agreement to arbitrate. If we cannot resolve a dispute informally, you and we agree to resolve it through final and binding individual arbitration, except as stated in 14.2(b). This covers any dispute about these Terms, the Platform, or our services. The Federal Arbitration Act (9 U.S.C. §1 et seq.) governs this section.

(b) Exceptions. Either of us may instead:

• bring an individual claim in small claims court if it qualifies, or
• ask a court for an order to stop infringement or misuse of intellectual property or unauthorized access to the Platform

(c) Rules and fees.

• The arbitration will be run by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect (adr.org).
• You will pay no more than the consumer filing fee the AAA rules set, and never more than the court filing fee you would have paid. We will pay all other AAA fees and the arbitrator's fees.
• Each side pays its own lawyers unless the law or the arbitrator awards fees. We will not seek fees from you unless the arbitrator finds your claim was frivolous.

(d) Fair process.

• The arbitration will happen by video or phone, or in person in the county where you live or in Pennington County, South Dakota, whichever you choose.
• The arbitrator may award you any individual relief a court could award, including damages, statutory damages, and injunctive relief.
• The arbitrator will issue a written decision explaining the reasons.

(e) Class action waiver. You and we may bring claims only individually, not as a plaintiff or class member in a class, collective, or representative action. If this class action waiver is found unenforceable for any claim, that claim will be decided in court, not arbitration.

(f) 30-day right to opt out. You may opt out of this arbitration agreement. Email legal@measuredhealth.me within 30 days after you first accept these Terms. Write "Arbitration Opt-Out" and include your name and email address. Opting out will not affect anything else about your relationship with us.

(g) Changes. If we change this Section 14.2, the change will not apply to a dispute we already knew about. You may reject a material change within 30 days by emailing us.

14.3 Time limit. To the extent the law allows, any claim about the Platform must be started within [two (2) years] after it arises.

15. Governing Law

These Terms are governed by the laws of the State of South Dakota, without regard to conflict-of-law rules. The Federal Arbitration Act governs Section 14.2. This does not take away protections you have under the consumer protection laws of the state where you live that cannot be waived by contract.

16. Suspending or Ending Your Access

You may stop using the Platform at any time. Closing a Portal account is explained in the Portal Terms.

We may suspend or end your access to the Platform if:

• you seriously or repeatedly break these Terms
• we must do so to follow the law
• your use poses a security risk or a risk to staff or other clients

When reasonable, we will give you notice and a chance to fix the problem first. Ending access does not cancel any rights to refunds, records, or services you have under your Program Enrollment Agreement or under law.

Records are not deleted when access ends. We keep your records as described in our privacy notices. You can still ask for a copy.

17. Changes to These Terms

We may update these Terms. We will post the new version with a new "Last updated" date. If a change is material, we will notify you by email or in the Portal at least [30] days before it takes effect. If you keep using the Platform after the change takes effect, you accept the new Terms. If you do not agree, stop using the Platform and contact us about any program you have paid for. Changes will not apply retroactively to a dispute that already arose.

18. General Terms

• Entire agreement. These Terms, together with the documents listed in Section 1, are the whole agreement about the Platform.
• Severability. If a court or arbitrator finds part of these Terms unenforceable, the rest stays in effect.
• No waiver. If we don't enforce a term right away, we can still enforce it later.
• Assignment. You may not transfer these Terms. We may transfer them in connection with a merger, sale, or reorganization if the new owner agrees to be bound.
• Notices. We may send you notices by email, in the Portal, or by mail. You may send notices to the contacts below.
• Electronic agreement. You agree that clicking "I agree" or a similar button is your electronic signature (15 U.S.C. §7001; SDCL ch. 53-12).
• Headings are for convenience only.

19. Contact Us

Measured Health / CoolCRYO LLC
4040 Cheyenne Blvd, Suite C, Rapid City, SD 57703
Phone: 605-301-3189
Email: hello@measuredhealth.me
Legal notices: legal@measuredhealth.me