Terms and Conditions

Master agreement governing www.healthjourni.com, Journi accounts, and Research Products.

Last updated: September 9, 2026

IMPORTANT LEGAL NOTICE

BY CLICKING “I AGREE,” CHECKING AN ACCEPTANCE BOX, COMPLETING A PURCHASE, CREATING AN ACCOUNT, OR OTHERWISE USING THE SERVICE, YOU AGREE TO THESE TERMS. THESE TERMS INCLUDE A BINDING ARBITRATION AGREEMENT AND CLASS-ACTION WAIVER. RESEARCH PRODUCTS ARE FOR RESEARCH USE ONLY AND ARE NOT FOR HUMAN OR VETERINARY ADMINISTRATION. JOURNI HEALTH DOES NOT PROVIDE MEDICAL ADVICE, CLINICAL SERVICES, OR PHARMACY SERVICES OF ANY KIND.

EMERGENCY NOTICE

Journi Health and the Platform are not an emergency service. If you have a medical emergency, call 911 or seek emergency care.

1.1 Introduction and Definitions

Genecis Bio Inc. and its subsidiaries, doing business as Journi Health (“Journi Health,” “Journi,” “we,” “us,” or “our”), own and operate www.healthjourni.com and any affiliated website, application, software, account portal, communications channel, or other digital property we make available (collectively, the “Platform”). The Platform, its content, customer-support functions, commerce features, subscriptions, and related offerings are collectively the “Service.”

“Research Products” means any product expressly designated by Journi as “Research Use Only,” “RUO,” “Not for Human or Veterinary Use,” or with substantially similar language. The label and product page control the intended use of a specific product.

The terms “you” and “your” mean the individual or entity using the Service. The Service is intended only for individuals who meet the age requirement stated in Section 1.5.

1.2 Acceptance and Changes

Your access to and use of the Service are subject to these Terms and all applicable laws. If you do not agree, do not create an account, submit information, purchase a product, or use the Service. If another person accepts these Terms on your behalf, that person represents that they have authority to bind you.

We may modify these Terms when reasonably necessary to reflect changes in the Service, law, regulatory requirements, security practices, or business operations. The current version will be posted with a “Last updated” date. Continued use after an effective update constitutes acceptance to the extent permitted by law.

1.3 Nature of the Service

Journi Health is a technology and commerce company. Journi Health does not practice medicine, does not operate a pharmacy, and is not a physician, medical group, pharmacy, or healthcare provider. Journi Health does not offer, arrange, facilitate, or refer you to any clinical service, telehealth encounter, medical screening, or consultation of any kind in connection with the Service, and no such service exists on or through the Platform. You do not establish a doctor-patient relationship, a pharmacist-patient relationship, or any other clinical relationship with Journi Health by using the Platform or purchasing a Research Product.

1.4 Research Products

Research Products are intended solely for lawful laboratory, analytical, educational, scientific, or research purposes. They are not intended for human or animal consumption or administration through any route. They are not intended to diagnose, treat, cure, mitigate, or prevent disease, or for cosmetic, nutritional, wellness, enhancement, athletic-performance, or other personal-use application. No feature of the Platform, no communication from Journi Health, and no completed purchase converts a Research Product into a product authorized for human or veterinary use. Additional terms governing Research Products appear in the Research Product Use & Liability Notice, incorporated into these Terms by reference.

1.5 Purchaser Eligibility; Limited Customer Base

The Service and Research Products are intended solely for individuals and entities purchasing for legitimate research, laboratory, analytical, or educational purposes. By creating an account, submitting an order, or otherwise using the Service, you represent and warrant that:

You are at least twenty-one (21) years old;
You are purchasing Research Products solely for lawful research, laboratory, analytical, or educational purposes, and not for human or veterinary consumption, administration, treatment, diagnosis, cosmetic, nutritional, athletic-performance, or other personal-use purpose;
You are not purchasing on behalf of, for resale to, or for distribution to any individual who intends to use a Research Product for human or veterinary administration;
You have the knowledge, training, facilities, and safeguards reasonably necessary to handle the Research Product safely and in compliance with applicable law; and
You will not represent to any third party that Journi Health, a Research Product, or any Platform content authorizes, approves, recommends, or endorses human or veterinary use.

Journi Health may request additional information to verify these representations and may refuse, cancel, or restrict an order or account where it reasonably believes a purchaser’s stated or apparent purpose is inconsistent with this Section.

1.6 Orders; Acceptance; Compliance Enforcement

All products are subject to availability. An order confirmation is an acknowledgment that we received your order, not a guarantee of acceptance or fulfillment. We may reject, cancel, or limit an order, suspend or terminate an account, or discontinue access to features when reasonably necessary for legal, compliance, fraud-prevention, inventory, shipping, safety, or operational reasons, including where we reasonably suspect a purchaser’s stated or apparent purpose is inconsistent with Section 1.5. If we cancel an accepted order before fulfillment, we will refund amounts paid for the canceled item. Where appropriate and lawful, we may preserve records or report suspected unlawful conduct to relevant authorities.

1.7 Subscriptions and Automatic Renewal

Certain products may be offered on an automatically renewing subscription basis. The billing interval, price, and material renewal terms will be disclosed before purchase. Unless you cancel, your payment method will be charged at the disclosed interval until the subscription ends or is canceled.

Unless a different cutoff is disclosed at checkout, you may cancel at least two (2) days before the applicable renewal processing date through your account, by emailing info@healthjourni.com, or by calling 1 (866) 525-3777. Cancellation applies prospectively. We do not provide prorated refunds for partially used subscription periods unless required by law or expressly stated in the Refund & Cancellation Policy. We may change subscription pricing or features on prospective renewal periods after providing any notice required by applicable law.

1.8 Geographic and Product Availability

Research Product availability and shipping restrictions may vary by jurisdiction, product, carrier, or applicable law. A product being listed on the Platform does not mean it is lawful or available in every location. See the Research Product Shipping Availability policy.

1.9 Your Duties and Information Accuracy

You must provide truthful, accurate, complete, and current information. You are responsible for your devices, connectivity, account credentials, shipping address, and secure access to the Service. You may not impersonate another person, provide false information, bypass compliance controls, or use another person’s account without authorization.

1.10 Privacy

Our collection and use of personal information are described in the Privacy Policy. Journi Health is not, by operating the Platform or selling Research Products, a healthcare provider, and ordinary account, billing, shipping, and website data are handled as described in that Policy.

1.11 Artificial Intelligence and Automated Tools

Journi may use automation, machine learning, or generative artificial intelligence to support customer service, fraud prevention, content operations, or administrative functions. When required by law or appropriate to the interaction, we will identify AI-supported customer-service experiences.

1.12 Ownership and License

The Platform, software, trademarks, trade dress, text, graphics, videos, designs, compilations, and other content owned by Journi are protected by intellectual-property laws. Subject to these Terms, Journi grants you a limited, personal, non-transferable, revocable, non-exclusive license to access and use the Service for lawful purposes. No other rights are granted.

1.13 Prohibited Use

You may not use the Service or any Research Product to:

violate any law, regulation, court order, professional rule, or third-party right;
use a Research Product for human or veterinary consumption, administration, treatment, diagnosis, enhancement, cosmetic, nutritional, or other personal-use purposes;
resell, relabel, repackage, market, recommend, or distribute a Research Product for human or veterinary use;
provide or solicit dosing, reconstitution, administration, treatment, or clinical-use instructions for a Research Product through Journi channels;
circumvent age, identity, location, purchasing, quantity, security, or compliance controls;
access another account without authorization; introduce malware; scrape or reverse engineer the Service except where applicable law expressly permits it; or interfere with Platform operation; or
misrepresent Journi as approving human or veterinary use of a Research Product.

1.14 Third-Party Services

The Service may link to or integrate with third parties, including fulfillment providers, carriers, payment processors, analytics vendors, and other service providers. Third parties are responsible for their own services and may impose separate terms and privacy notices. Journi is not responsible for third-party acts or omissions except to the extent liability cannot lawfully be excluded.

1.15 Payments and Taxes

Payments are processed through third-party payment processors. You authorize applicable charges to your selected payment method. You are responsible for applicable sales, use, excise, duty, customs, or other taxes and governmental charges, except taxes imposed on Journi’s net income.

1.16 Shipping, Refunds, and Cancellations

The Shipping, Handling & Delivery Policy and Refund & Cancellation Policy are incorporated into these Terms. Research Products are generally final sale after processing because returned materials cannot be placed back into commerce with reliable chain-of-custody and quality assurance. Limited exceptions may apply to damaged, defective, or incorrect shipments.

1.17 Termination and Order Restrictions

We may suspend or terminate an account, refuse future orders, or discontinue access to features when reasonably necessary to comply with law, protect users or third parties, address fraud or abuse, respond to suspected unauthorized Research Product use, or discontinue the Service.

1.18 Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM, SERVICE, CONTENT, AND RESEARCH PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” JOURNI DISCLAIMS EXPRESS AND IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY REGARDING A PARTICULAR EXPERIMENTAL, SCIENTIFIC, OR OTHER OUTCOME. NO SCIENTIFIC CONTENT ON THE PLATFORM IS A WARRANTY THAT A RESEARCH PRODUCT IS SAFE, EFFECTIVE, APPROVED, OR APPROPRIATE FOR HUMAN OR VETERINARY USE.

Any express product specification contained in a batch-specific certificate of analysis, if provided, is subject to the terms, methods, tolerances, and limitations stated in that certificate. Journi does not warrant suitability for a particular research protocol or experimental result.

1.19 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JOURNI AND ITS AFFILIATES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY; OR DAMAGES ARISING FROM UNAUTHORIZED HUMAN OR VETERINARY USE OF A RESEARCH PRODUCT.

For a claim arising from a specific Research Product, Journi’s aggregate liability will not exceed the amount you actually paid Journi for that specific Research Product. For any other claim arising from the Service, Journi’s aggregate liability will not exceed the greater of (a) the amount you paid Journi for the Service giving rise to the claim during the twelve (12) months before the event giving rise to liability or (b) U.S. $1,000. These limits do not apply where prohibited by law.

To the extent permitted by law, any claim arising from the Service must be brought within one (1) year after the event giving rise to the claim, unless applicable law requires a longer limitations period.

1.20 Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Journi, Genecis Bio Inc., and their officers, directors, employees, affiliates, and agents from claims, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from your unlawful conduct, willful misconduct, material breach of these Terms, infringement of third-party rights, unauthorized human or veterinary use of a Research Product, improper handling or disposal, unlawful resale or relabeling, or statements you make to third parties about a Research Product that are inconsistent with Journi’s labeling or intended use.

1.21 Electronic Communications

You consent to receive agreements, notices, receipts, account messages, and other communications electronically. Electronic communications satisfy legal writing requirements to the extent permitted by law. SMS communications are additionally governed by the SMS Messaging Policy.

1.22 Copyright Complaints

If you believe content on the Platform infringes your copyright, contact info@healthjourni.com with sufficient information to identify the work, the allegedly infringing material, your contact information, and a statement that your complaint is made in good faith.

1.23 Informal Dispute Resolution; Binding Arbitration; Class Waiver

Before commencing arbitration, the parties will attempt in good faith to resolve the dispute through an informal telephone or videoconference meeting. Send a request for an informal dispute-resolution conference to info@healthjourni.com.

Except for claims that applicable law permits to proceed in small-claims court or for certain requests for injunctive relief concerning intellectual property or misuse of the Service, any dispute arising out of or relating to Journi, the Platform, these Terms, the Service, or a Research Product that is not resolved informally will be resolved by confidential, binding, individual arbitration before one commercial arbitrator administered by National Arbitration & Mediation (NAM) under its applicable rules. YOU AND JOURNI WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION TO THE FULLEST EXTENT PERMITTED BY LAW.

You may opt out of this arbitration agreement within thirty (30) days after first becoming subject to it by mailing written notice to: Genecis Bio Inc., 108 Lakeland Ave., Dover, DE 19901, Attn: Arbitration Opt-Out. Your notice must include your name, account email, mailing address, and a clear statement that you wish to opt out of arbitration.

1.24 Governing Law; Severability

Except to the extent federal law or another jurisdiction’s non-waivable law applies, these Terms are governed by Delaware law, without regard to conflict-of-law rules. If any provision is unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain in effect.

1.25 No Agency; Assignment; Entire Agreement

Nothing in these Terms creates a partnership, joint venture, employment, fiduciary, or agency relationship between you and Journi. You may not bind Journi. Journi may assign these Terms in connection with a merger, reorganization, financing, sale of assets, or transfer of the Service. These Terms and incorporated policies constitute the entire agreement between you and Journi concerning the Service.

1.26 Contact

Questions about these Terms may be sent to info@healthjourni.com or mailed to Genecis Bio Inc., 108 Lakeland Ave., Dover, DE 19901.