By creating an account, activating a Health Key, booking a service, or otherwise using OpenDoc (the "Platform"), operated by Sherlock Health, Inc. ("Sherlock Health," "we," "us," "our"), you ("Patient," "you," "your") agree to be bound by these Terms of Service ("Terms") and the Privacy Notice (together, the "Platform Agreements"). If you do not agree, do not use the Platform.

OpenDoc is a healthcare transaction marketplace that enables patients to discover healthcare providers, view guaranteed prices for defined services, book appointments, pay for services directly, and receive insurance-submittable receipts after settlement. Every OpenDoc transaction is a direct payment between you and an independent healthcare provider — insurance is never part of the transaction.

OpenDoc is not a healthcare provider, medical practice, employer of healthcare providers, or health insurer. OpenDoc does not practice medicine or provide clinical advice; diagnose, treat, or prescribe; employ, supervise, or clinically direct any provider on the Platform; guarantee clinical outcomes or quality of care; act as your health insurer, HMO, or benefits administrator; or submit claims to any payer on your behalf.

Providers on OpenDoc are independent professionals who maintain their own licenses, malpractice insurance, clinical judgment, and patient relationships. OpenDoc's role is limited to marketplace infrastructure: discovery, booking, payment processing, and receipt generation. Your use of the Platform does not create a doctor-patient, provider-patient, or clinical relationship between you and Sherlock Health. Any clinical relationship is exclusively between you and the independent provider you select.

You must be at least 18 years of age (or the age of majority in your jurisdiction) to create an OpenDoc account. Account holders 18 or older may create and manage Health Keys for minor dependents; the account holder is financially and legally responsible for all transactions initiated on behalf of dependents.

OpenDoc services are available only within the United States. Providers must hold valid licensure in the state where the patient is physically located at the time of service (for telehealth) or where the service is rendered (for in-person visits).

You must provide accurate, current, and complete information during registration and for all transactions. Providing false identity information, booking on behalf of unauthorized third parties, or using the Platform for any purpose other than obtaining legitimate healthcare services is grounds for immediate account termination.

You are responsible for maintaining the confidentiality of your account credentials, and for all activity conducted through your account. Notify OpenDoc immediately at security@opendoc.com if you suspect unauthorized access.

The Health Key is your patient transaction credential. It binds your identity, the selected service, the selected provider, and the maximum price into a single, verifiable credential. The Health Key activates at booking and governs the transaction lifecycle through settlement. Each Health Key corresponds to one service with one provider at one price; additional services require separate Health Keys with separate price agreements.

The price is all-in. The price displayed when you book includes the provider's posted price and the OpenDoc service fee, which is disclosed at checkout. There are no additional platform charges beyond the displayed price.

The price is locked. The price you accept at booking is your maximum financial obligation for the booked service. It cannot increase afterward for any reason, and neither the provider nor OpenDoc may bill you beyond it after your visit. If a service lists conditional items (for example, an X-ray that may or may not be needed), the displayed maximum covers them; anything that does not happen is automatically refunded.

Your payment is held, not handed over. Your payment is held until service is delivered and the settlement window closes. Payment releases to the provider automatically after the settlement clock (24 hours for office visits, 72 hours for surgical services) unless you initiate a dispute. You may confirm and release payment early at any time.

When your card is charged. When you book, your card is held and saved for this booking. It is charged 24 hours before your visit, or at booking if your visit is sooner than that. If the charge does not go through, we will text you, and may call you, with a link to add a new card. If no card goes through by 12 hours before your visit, the appointment is cancelled and you are not charged.

Insurance is never involved. Every OpenDoc transaction is paid directly by you (or by funding sources you arrange, such as an HSA). Your insurance status does not affect your price.

After settlement, OpenDoc generates an insurance-submittable receipt (superbill) containing the fields required for out-of-network claim submission. You may download this receipt and submit it to your insurer independently. OpenDoc does not collect your insurance information, estimate reimbursement, track claims, or coordinate with any payer. Any reimbursement from your insurer is a separate financial event between you and your insurer.

You may cancel a booked service within the applicable cancellation window displayed at the time of booking. Cancellations within the window receive a full refund of everything you paid, including the OpenDoc service fee. Cancellations outside the window are subject to the provider's cancellation policy as disclosed at booking.

If a provider cancels a booked service, you receive an automatic full refund, and OpenDoc will assist you in rebooking with an alternative provider if available.

If you fail to attend a scheduled appointment without cancelling within the applicable window, your payment may be forfeited to the provider in accordance with the provider's no-show policy, as disclosed at booking.

You may open a dispute within the settlement window if you believe the service was not delivered as described. Disputes must be based on one of the enumerated dispute reasons: (D1) Service Did Not Occur, (D2) Wrong Service / Service Mismatch, (D3) No-Show Attribution Error, or (D4) Duplicate Charge. For telehealth services, (D5) Technical Failure and (D6) Telehealth No-Show Attribution are also available.

The following are not grounds for dispute: dissatisfaction with clinical outcome, failure to use insurance, provider bedside manner, or price regret after acceptance.

Disputes not resolved through OpenDoc's automated triage process are submitted to binding arbitration conducted by a third-party arbitrator. Evidence is limited to the service definition, proof of service signals, timestamps, and uploaded artifacts. Arbitration decisions are final and binding. The losing party pays the arbitration fee.

YOU AND SHERLOCK HEALTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

If this class action waiver is found to be unenforceable, the entire arbitration provision shall be null and void, and any disputes shall be resolved in the courts identified in Section 14. Notwithstanding the arbitration provision, either party may bring an individual action in small claims court for disputes within that court's jurisdictional limit.

You may opt out of the arbitration provision by sending written notice to legal@opendoc.com within 30 days of first accepting these Terms, including your name, address, and a clear statement that you wish to opt out. Opting out does not affect your ability to use the Platform.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHERLOCK HEALTH'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU THROUGH THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100).

IN NO EVENT SHALL SHERLOCK HEALTH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SHERLOCK HEALTH IS NOT LIABLE FOR ANY CLINICAL OUTCOME, MEDICAL DECISION, DIAGNOSIS, TREATMENT, OR ACT OR OMISSION OF ANY PROVIDER ON THE PLATFORM. PROVIDERS ARE INDEPENDENT PROFESSIONALS. YOUR CLINICAL RELATIONSHIP IS EXCLUSIVELY WITH YOUR PROVIDER.

OpenDoc does not guarantee uninterrupted or error-free Platform availability and is not liable for delays, outages, or service disruptions. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, our liability is limited to the fullest extent permitted by law.

You agree to indemnify, defend, and hold harmless Sherlock Health, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of the Platform in violation of these Terms; (b) your violation of any applicable law or regulation; (c) any information you provide that is inaccurate, misleading, or fraudulent; or (d) your dispute with any provider arising from the clinical relationship.

All content, design, graphics, compilation, code, and software on the Platform are the property of Sherlock Health or its licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for personal, non-commercial healthcare transaction purposes. This license does not include the right to scrape, crawl, or systematically extract data from the Platform. Provider profiles, pricing, and service descriptions are provided by providers or compiled from publicly available sources; OpenDoc's compilation and presentation of this data is proprietary.

You may not use the Platform to:

• Violate any applicable law, regulation, or these Terms
• Provide false identity or payment information
• Book services for fraudulent purposes or on behalf of unauthorized third parties
• Harass, abuse, or threaten any provider, OpenDoc employee, or other user
• Attempt to manipulate pricing, booking, or dispute systems
• Reverse engineer, decompile, or disassemble Platform software
• Introduce viruses, malware, or other harmful code
• Scrape, crawl, or systematically collect data from the Platform
• Use the Platform for competitive intelligence, benchmarking, or building a competing product
• Circumvent any security, authentication, or access control mechanism

Violation of this section is grounds for immediate account termination and may result in legal action.

Sherlock Health may modify these Terms at any time by posting the updated Terms on the Platform and updating the Effective Date. Material changes will be communicated to you via email or in-Platform notification at least 30 days before the effective date. Your continued use of the Platform after the effective date of any modification constitutes acceptance of the modified Terms.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. Subject to the arbitration provision in Section 8, any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Wilmington, Delaware, and you consent to personal jurisdiction and venue in those courts.

You may close your account at any time by contacting support@opendoc.com. Account closure does not affect any pending transactions, which will complete according to their existing settlement schedule. Post-termination data retention is governed by the Privacy Notice.

We may suspend or terminate your account for violation of these Terms, fraudulent activity, abuse of the dispute system, or any other reason that threatens Platform integrity. We will provide notice unless immediate termination is necessary to prevent harm. Sections 8, 9, 10, 11, and 14 survive termination.

These Terms, together with the Privacy Notice, constitute the entire agreement between you and Sherlock Health regarding your use of the Platform. If any provision is found unenforceable, the remaining provisions continue in full force. Our failure to enforce any provision does not constitute a waiver. You may not assign your rights or obligations without our prior written consent; Sherlock Health may assign its rights and obligations without restriction. Sherlock Health is not liable for delays or failures resulting from causes outside its reasonable control. By creating an account, you consent to receive electronic communications regarding your account, transactions, and Platform updates, and calls (including automated or AI-assisted calls) and texts about your bookings and payments; electronic communications satisfy any legal requirement that communications be in writing.

General: support@opendoc.com · Legal: legal@opendoc.com · Privacy: privacy@opendoc.com