SHERLOCK MARKETPLACE TERMS OF SERVICE

This Terms of Service Agreement ("Agreement") is entered into between Sherlock Health, Inc. ("Sherlock," "Platform," "we," "us") and the users of our platform, including patients ("Patient") and healthcare providers or entities ("Provider").

By using the Sherlock marketplace, you agree to be legally bound by this Agreement.

1. PURPOSE AND SCOPE

Sherlock operates as a transaction infrastructure and escrow agent that enables patients to discover, schedule, and pay for defined healthcare services offered by Providers.

Not a Medical Provider: Sherlock does not provide medical care, practice medicine, or control clinical decision-making.
Not an Insurer or Payer: Sherlock does not act as an insurer, TPA, claims processor, or billing company, and does not pool risk or guarantee insurance coverage.

2. PATIENT PRICING & PAYMENT TERMS

By booking a service on Sherlock, the Patient agrees to the following pricing and payment rules:

Upfront Agreement: The Patient must agree to the single, fixed price ("Posted Price") set by the Provider before booking.
Price Finality: The Posted Price is final. The Patient will never be asked to pay more than this amount for the booked service through Sherlock.
No Surprise Billing: Sherlock does not allow Providers to bill Patients after the visit or send additional charges related to the booked service.
Payment and Escrow: The Patient pays the Posted Price at the time of booking. This payment is held securely in escrow until the transaction is settled and fully covers the Patient's financial responsibility for the booked service.
Role of Insurance: Insurance is optional. If a Patient chooses to use insurance, it acts strictly as a downstream reimbursement source. Insurance may reduce the Patient's net cost through automatic refunds, but it will never increase the cost.

3. PROVIDER LISTING & PRICING AUTHORITY

By activating an account and listing services on Sherlock, the Provider represents that they are duly licensed and authorized to provide the healthcare services offered.

Provider Sets Price: The Provider retains sole discretion to set the Posted Price for each service. This price constitutes a binding offer to deliver the service in full exchange for that amount.
Single-Price Requirement: The Provider may list only one Posted Price per service, which must be applied uniformly to all patients. Conditional pricing (e.g., separate cash vs. insurance prices) is prohibited.
No Additional Billing: The Provider shall not, under any circumstances, bill the Patient after service, balance bill, seek additional payment, or refer patient balances to collections.
No Windfall Principle: Any insurance reimbursement received by the Provider that exceeds the Posted Price shall not be retained by the Provider and will be refunded to the Patient.

4. ESCROW, SETTLEMENT, AND PROOF OF SERVICE

Escrow: All Patient payments collected through Sherlock are placed into escrow pending the completion of the service lifecycle. Escrowed funds are not Provider property until released.
Proof of Service (PoS): Payment release is conditioned on a transactional determination that a scheduled service occurred ("Proof of Service"). PoS is an economic construct, not a clinical determination of medical necessity or quality.
Payment Release: Upon satisfaction of PoS requirements, escrowed funds (minus applicable platform fees) shall be released to the Provider's designated account. Sherlock's determination of PoS is final for payment purposes.
Refunds: Sherlock issues refunds to patients automatically. Providers are not required to issue refunds directly to patients.

5. PLATFORM NEUTRALITY & NON-INTERFERENCE

Platform Neutrality: Sherlock operates as a neutral technology platform. The Provider alone determines the services offered and the prices declared. Sherlock does not set, suggest, influence, or negotiate prices, nor does it act as a market-maker or clearinghouse.
No Agency: Nothing in this Agreement creates a fiduciary, agency, joint venture, or employment relationship between the Provider and Sherlock.

6. TRANSACTION EXCLUSIVITY & NON-DIVERSION

Non-Diversion Obligation: For any patient encounter originating through Sherlock, the Provider (including staff and agents) shall not encourage, request, or suggest that the Patient cancel a Sherlock booking to receive the service off-platform, pay outside of Sherlock, or bill insurance in place of Sherlock settlement.
Exclusivity: All pricing, scope, settlement, and dispute resolution for Sherlock-originated bookings must occur exclusively within Sherlock. Violations result in automatic enforcement actions, including immediate delisting or permanent removal from the platform.

7. DISPUTES, REFUNDS, AND CHARGEBACKS

Patient Disputes: Sherlock manages patient payment disputes. Providers must cooperate with investigations and provide requested documentation within required timeframes.
Provider Liability: The Provider bears financial responsibility for chargebacks and disputes arising from a failure to provide the service, misrepresentation of the service, or regulatory noncompliance. Sherlock may offset future payouts to recover chargeback losses.

8. TERMINATION AND LIMITATION OF LIABILITY

Termination: Sherlock may suspend or terminate a Provider's access if the Provider violates this Agreement, allows licensure to lapse, is suspected of fraud, or repeatedly fails to satisfy Proof of Service.
Disclaimer of Warranties: Sherlock provides the Platform "as is" and disclaims all warranties not expressly stated.
Limitation of Liability: To the maximum extent permitted by law, Sherlock shall not be liable for indirect, incidental, or consequential damages. Sherlock's total liability shall not exceed fees paid to Sherlock in the prior twelve (12) months.
Dispute Resolution: All disputes shall be resolved by binding arbitration, except for claims eligible for small-claims court. Class actions are waived.

9. SMS COMMUNICATIONS TERMS

By providing a mobile phone number and opting in to receive SMS (text message) communications from Sherlock, the user (including Patients and Providers) agrees to the following terms:

9.1 Purpose of SMS Communications

Users consent to receive SMS communications from Sherlock for purposes including, but not limited to:

Identity Verification: One-time passcodes (OTP), multi-factor authentication (MFA), and other security-related verification processes.
User Profile Notifications: Alerts related to account activity, security events, profile updates, or important system notices.
Calendar and Scheduling Notifications: Appointment confirmations, reminders, updates, cancellations, and other scheduling-related communications.

These messages are considered integral to the operation, security, and functionality of the Sherlock platform.

9.2 Consent and Authorization

By submitting a phone number to Sherlock, the user:

Represents and warrants that they are the authorized user or subscriber of the provided phone number.
Expressly consents to receive SMS messages from Sherlock as described in this Section.
Acknowledges that message frequency may vary depending on account activity and platform usage.

9.3 Message and Data Rates

Standard message and data rates may apply. Users are solely responsible for any fees charged by their mobile carrier.

9.4 Opt-Out and Limitations

Users may opt out of non-essential SMS communications by following instructions provided in the message (e.g., replying "STOP"), where applicable.

However:

Users acknowledge that opting out of certain SMS communications may limit or disable critical platform functionality, including identity verification, security alerts, and appointment notifications.
Sherlock shall not be liable for any loss, delay, or missed communication resulting from a user's opt-out decision.

For assistance, users may reply "HELP" where supported or contact Sherlock support.

9.5 Privacy and Data Use

Sherlock is committed to protecting user privacy:

Sherlock does NOT sell, rent, or share personal information, including phone numbers, with third parties for marketing, advertising, or data brokerage purposes.
Phone numbers are used strictly for the purposes described in this Agreement.
Sherlock may share phone numbers only with trusted third-party service providers solely to the extent necessary to deliver SMS functionality (e.g., messaging infrastructure providers), subject to contractual confidentiality and data protection obligations.

9.6 Security

Sherlock implements reasonable administrative, technical, and organizational safeguards to protect user data. Users are responsible for maintaining control over their mobile devices and promptly notifying Sherlock of any unauthorized account activity.

9.7 Modifications

Sherlock reserves the right to modify these SMS Communication Terms at any time. Continued use of the platform and receipt of SMS communications constitutes acceptance of any updated terms.

ACCEPTANCE

By using the Sherlock platform, booking a service, or accepting any prompts to any Sherlock services, you acknowledge that you have read, understand, and agree to be legally bound by this Agreement.