ELEPHAS LABORATORIES PORTAL TERMS AND CONDITIONS
Last Updated: April 9th, 2026
These Terms and Conditions ("Terms") are applicable to your access to and use of the Elephas Laboratories Order Management System (the "Portal") operated by Elephas Laboratories, LLC ("Elephas Labs," "we," "our," "us"), a CLIA-certified clinical laboratory and subsidiary of Elephas Biosciences Corporation. The Portal enables qualified healthcare professionals to order laboratory tests, including the elive™ test, access patient information and test results, and utilize related clinical services.
Your access to and use of the Portal and the information, materials, products, tools, and services available through the Portal are subject to these Terms, regardless of whether you possess or do not possess a registered account through the Portal ("Account"). These Terms supplement the Elephas Laboratories Website Terms of Service. In the event of any inconsistency, these Portal Terms and Conditions shall govern with respect to your access to and use of the Portal.
Our Privacy Policy describes how Elephas Labs collects information about you through the Portal. Additionally, because the Portal handles protected health information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act of 2009 ("HITECH"), our use and disclosure of PHI is governed by our Notice of Privacy Practices and applicable Business Associate Agreements.
You represent and warrant that when using the Portal you will comply with all applicable laws and regulations, including HIPAA, HITECH, and other federal and state privacy and data security laws, and you will not provide any information, including PHI, to us for which you do not have the required authorizations or consents.
The Portal provides access to test ordering functionality and clinical information related to the elive test, a Laboratory Developed Test ("LDT") that uses cytokine profiling from a live tumor biopsy to predict a patient’s likelihood of response to immune checkpoint inhibitors.
[FOR TESTS ORDERED THROUGH THE EARLY ACCESS PROGRAM (“EAP”), RESULTS ARE PROVIDED FOR RESEARCH AND INFORMATIONAL PURPOSES ONLY AND SHOULD BE INTERPRETED WITH APPROPRIATE CAUTION. RESULTS SHOULD NOT BE USED FOR CLINICAL PURPOSES AND SHOULD NOT BE PROVIDED OR SHARED WITH THE PATIENT.
The information and services available through the Portal are neither medical advice nor healthcare for any individual patient nor a substitute for medical or other professional advice and services from a qualified healthcare provider familiar with the patient’s medical history.]
[THE ELIVE TEST RESULTS SHOULD NOT BE USED AS THE SOLE BASIS FOR CLINICAL DECISIONS.
Healthcare providers should exercise their own clinical judgment when using the Portal, test results, or any related content, tools, or databases. The information and services available through the Portal are intended solely as aids to clinical decision-making and are neither medical advice nor healthcare for any individual patient nor a substitute for medical or other professional advice and services from a qualified healthcare provider familiar with the patient’s medical history.]
Copyright, trademark, patent, and other applicable laws protect the services and materials appearing on the Portal. All materials on the Portal may be accessed, downloaded, or printed only within the scope allowable by these Terms and for purposes related to the ordering and interpretation of laboratory tests. No other use of these materials may be made without express written permission of Elephas Labs.
The Portal is owned by Elephas Laboratories, LLC. None of the names, trademarks, service marks, and logos of Elephas Labs or Elephas Biosciences Corporation appearing on the Portal may be used in any advertising or publicity without express written permission. Nothing contained on the Portal should be construed as granting any license or right of use to any trademark displayed on the Portal.
In connection with the elive Test and platform, Provider shall collect and return certain clinical utility and clinical outcomes to Elephas ("Research Program Data"). Any new inventions, developments, or discoveries related to the elive Test, Data or Research Program made during and in the performance of a Research Program ("Inventions") shall be promptly disclosed to Elephas. Title to Inventions which are enhancements, modifications, or improvements of the Test, Test platform, RUO Report and/or Research Program Data shall reside with Elephas ("Elephas Inventions"). Provider hereby assigns all right, title, and interest in and to the Elephas Inventions to Elephas. Provider represents and certifies that all Provider personnel performing the Research Program have assigned to or are obligated to assign to Elephas (or appropriate technology transfer office, on behalf of Provider), all their rights in or to Inventions that are necessary to enable Provider to grant Elephas all rights to Inventions that Provider purports to grant under these Terms and Conditions.
Elephas Biosciences Corporation shall be free to publish, present, or use any data and results, including the Research Program Data, arising out of this Agreement; provided that Elephas Biosciences Corporation agrees it shall not disclose in any such publication or presentation any individually identifiable health information pertaining to any Research Program subject.
Provider may publish results or information associated with the Research Program only after review and comment by Elephas Biosciences Corporation. Provider shall submit to Elephas for its review, a copy of any proposed abstract, manuscript, presentation or other publication resulting from the Research Program at least thirty (30) days prior to the estimated date of submission for publication or presentation. Elephas will review the proposed abstract, manuscript, presentation or other publication: (i) to ascertain if any of Elephas’ Confidential Information would be disclosed (ii) to identify potentially patentable Inventions so that appropriate steps may be taken to protect such technology and (iii) for technical accuracy. Provider agrees to remove any information reasonably identified by Elephas as containing Confidential Information and to reasonably consider Elephas’ comments regarding technical accuracy. Provider also agrees that Elephas may require the delay of publication for an additional period of time not to exceed sixty (60) days for the purpose of filing patent applications to preserve Elephas’ proprietary rights in Inventions.
Elephas Labs may, at any time and from time to time, in its sole discretion, change these Terms in whole or in part. Any changes to these Terms will be effective immediately upon posting of the modified Terms to the Portal. If you possess an Account, we may also provide notice of the changes to you when you log in to the Portal or by sending notice to contact information you have provided to us. You agree to review these Terms periodically and to comply with, and be bound by, the modified Terms by continuing to use or access the Portal after modified Terms are posted.
When you provide information about yourself to us, including when you create an Account, you agree to: (a) provide accurate, current, and complete information about yourself and your professional credentials; (b) maintain and promptly update such information to keep it accurate, current, and complete; and (c) not provide information that attempts to impersonate another individual or misrepresent your professional qualifications.
we retain the right to suspend or terminate any Account you establish and to refuse any or all current or future use of the Portal. By providing your contact information, you consent to receive communications from Elephas Labs related to your Account, test orders, results, and the Portal, including via email and, where you have provided a mobile number, via SMS text message. Message and data rates may apply. You may opt out of non-essential communications at any time by following the unsubscribe instructions in our messages or by contacting us.
The Portal is intended to be used only by qualified healthcare professionals ("Ordering Providers" or "Physicians") and their authorized designees. We may require that you provide documentation of your professional credentials, including but not limited to your medical license, National Provider Identifier (NPI), and other credentialing information.
Where permitted by applicable law and these Terms, you may designate individuals to use the Portal on your behalf (each, a "Delegate"). You must comply with these Terms when appointing a Delegate. Only Ordering Providers and Delegates (collectively, "Authorized Users") may access the Portal.
Access to the Portal requires you to register and obtain login credentials. You will use a unique username and password to access the Portal. You acknowledge and agree that you are responsible for: (a) maintaining the confidentiality of your login ID and password; (b) all uses of your login ID, password, and Account; and (c) immediately notifying us of any unauthorized use of your login ID, password, or Account, or any other breach of security.
To maintain account security, we recommend that you: (i) change your password regularly; and (ii) change your password immediately if you have any reason to believe it has been compromised.
You may be held liable for any loss or harm incurred by us or any other person or entity due to someone else using your login ID, password, or Account as a result of your failing to keep your Account information secure and confidential. You may also be liable to us or third parties for any misuse of the Portal through your Account, including liability arising under HIPAA and other applicable law. You must not use anyone else’s Account unless you have their express permission, and you must not provide your password to anyone else.
You may authorize Delegates to access and use the Portal on your behalf. To authorize a Delegate, you must first ensure that your use of a Delegate is permitted under applicable law (which you agree is your responsibility to determine). To provide a Delegate with access to the Portal, you will enter the Delegate’s information into the Portal, which will trigger an automated email to the Delegate with instructions for accessing the Portal and obtaining their unique login credentials.
You must NOT provide the Delegate with your own access credentials or login information.
By permitting a Delegate to access the Portal on your behalf, you agree that each Delegate:
(1) Is currently employed by or under contract with you, or works with another member of the patient’s clinical care team;
(2) Has your personal authorization to access the Portal;
(3) Is accessing or providing information only as directed and instructed by you and consistent with the patient’s express consent and applicable law;
(4) Will use and disclose test results and other information obtained through the Portal in compliance with applicable laws and policies; and
(5) Is accessing the Portal in an authorized manner using his or her own unique account and credentials.
You are responsible for obtaining guidance regarding compliance with all applicable laws in your jurisdiction. We may refuse any test requisitions or submissions by Delegates that we believe may be illegal, improper, incomplete, or inconsistent with Elephas Labs policies, in our sole discretion.
Because you are liable for the actions of your Delegates, you agree to: (a) ensure that your Delegates have appropriate rights of access for the intended use of the Portal; (b) document your laboratory test orders in the patient’s medical record, even if a Delegate entered the order; and (c) immediately inform us if you suspend or terminate your relationship with a Delegate or wish to suspend or terminate a Delegate’s authority to access the Portal on your behalf so that we can disable or adjust that Delegate’s access.
We consider patient information we deliver to your Delegate to be delivered to you.
13.1 General
The EAP is intended to collect clinical data and real-world evidence regarding the use and performance of the elive test. Your participation in the EAP helps us evaluate and improve the test. The EAP is intended primarily for research and development purposes, and test results received during the EAP shall not be used for clinical purposes. You acknowledge and agree that you shall be responsible for making the final determination of whether Institutional Review Board ("IRB") review or approval is required for the EAP.
Data collection during the EAP will be conducted in accordance with applicable law and our Privacy Policy. You acknowledge and agree that Elephas Labs may de-identify data collected through the EAP and use such de-identified data for healthcare operations, quality improvement, research, publication, and other lawful purposes without further consent or compensation to you or any patient.]
The Portal allows Authorized Users to order certain tests, including the elive test, and to access patient information, laboratory test results, relevant documentation, and other information. Orders may be submitted digitally through the Portal, by email, or by fax. These Terms are incorporated by reference into the Test Order Form (TOF), and by completing and submitting a TOF, you agree to be bound by these Terms.
When submitting test orders through the Portal, you will be required to provide a provider attestation and electronic signature ("eSign"). Test results will be delivered through the Portal as signed PDF reports after review and sign-off by our Medical Director. You will receive an email notification when results are available for download.
You agree that you are responsible for any further uses you make of the information accessed through the Portal. If you download, reproduce, or transfer such information to third parties, you are responsible for doing so in a secure manner and in compliance with your obligations under HIPAA and other applicable laws.
You understand and agree that when you use the Portal you may have access to confidential, sensitive, and personal information, including PHI. It is your responsibility to comply with all applicable laws, regulations, directives, and guidance applicable to that information, including without limitation HIPAA, HITECH, and any implementing regulations, as well as applicable state privacy laws.
You are solely responsible for obtaining any consents necessary to provide a patient’s personal or health-related information to us and for ensuring any such disclosures comply with applicable law. Protected health and personal information provided through the Portal may be used and distributed only for purposes of treatment, payment, or healthcare operations (as those terms are used in HIPAA) or as otherwise permitted by applicable law.
You agree to comply with all laws, rules, and regulations applicable to your use of the Portal. In addition, you agree NOT to: (a) upload, post, email, transmit, or otherwise make available any content that is known by you to be false, inaccurate, or misleading; (b) upload, post, email, transmit, or otherwise make available any content that violates any law, statute, ordinance, or regulation; (c) do anything that could disable, overburden, or impair the proper working of the Portal; (d) use any automated means to access the Portal without our prior permission; (e) attempt to gain unauthorized access to any portion of the Portal; (f) probe, scan, or test the vulnerability of the Portal; (g) harvest or collect information about other users; (h) impersonate any person or entity or misrepresent your professional qualifications; or (i) interfere with or disrupt the operation of the Portal.
Both you and Elephas Labs will perform their respective duties and obligations under this Agreement and/or related to ordering laboratory tests, including the elive test, accessing patient information and test results, and utilizing related clinical services in accordance with all applicable United States federal, state, and local laws, rules, and regulations, including but not limited to, as applicable: (i) laws, rules and regulations regarding the federal anti-kickback statute (42 U.S.C. 1320a-7b(b)), (ii) the Health Insurance Portability and Accountability Act of 1996 and codified at 45 C.F.R. Parts 160 & 164, as may be amended from time to time ("HIPAA"), (iii) to the extent applicable, the Federal Food, Drug and Cosmetic Act, as amended, and regulations promulgated thereunder ("FDCA"), (iv) the Clinical Laboratory Improvement Amendments of 1988, as amended, and related state laboratory licensing requirements ("CLIA"); and (v) those applicable statutes and regulations of the U.S. government relating to exportation of technical data, computer software, laboratory prototypes, and other commodities as applicable (collectively, "Applicable Laws"). Additionally, you and the Provider will ensure that any employees, contractors, personnel, or agents assisting in the conduct of or performing services in connection with the Elephas elive Test ("Research Program Personnel") will comply with Applicable Law and generally accepted professional and research standards.
The Portal may contain third-party content and links to third-party websites. We provide such content and links as a convenience to our users. We have no control over any third-party websites or content and do not endorse, sponsor, recommend, or otherwise accept any responsibility for such websites or content. You acknowledge and agree that we are not responsible or liable for the accuracy, content, privacy practices, or any other aspect of third-party websites or content.
We reserve the right to do any of the following, at any time, at our sole discretion: (a) modify, suspend, or terminate operation of or your access to the Portal, or any portion of the Portal, including for your violation of these Terms; (b) modify or change the Portal, or any portion of the Portal; and (c) interrupt the regular operation of the Portal as necessary to perform routine or non-routine maintenance, to correct errors, or to make other changes to the Portal.
THE PORTAL AND ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE PORTAL ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT ALLOWED BY LAW, ELEPHAS LABS AND ITS SUPPLIERS DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES WITH REGARD TO THE PORTAL AND ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE PORTAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
YOUR USE OF THE PORTAL IS AT YOUR OWN RISK. ACCESS TO THE PORTAL MAY BE INTERRUPTED AND THE MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE PORTAL MAY NOT BE ERROR-FREE. ELEPHAS LABS DOES NOT WARRANT THAT THE PORTAL WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PORTAL IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
EXCEPT AS OTHERWISE REQUIRED BY LAW, AND TO THE MAXIMUM EXTENT ALLOWED BY LAW, UNDER NO CIRCUMSTANCES SHALL ELEPHAS LABS, ITS PARENT COMPANY, AFFILIATES, SUPPLIERS, OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PORTAL OR THE MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE PORTAL BE LIABLE FOR:
(A) DIRECT DAMAGES EXCEEDING THE TOTAL FEES PAID BY YOU TO ELEPHAS LABS IN THE TWELVE MONTHS PRIOR TO YOUR CLAIM; OR
(B) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOSS OF DATA OR LOST PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, OR INABILITY TO USE, THE PORTAL.
THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to indemnify, defend, and hold harmless Elephas Labs, its parent company Elephas Biosciences Corporation, their affiliates, subsidiaries, and their respective directors, officers, employees, agents, contractors, and representatives (collectively, the "Elephas Indemnitees") from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind (including reasonable attorneys’ fees) incurred by the Elephas Indemnitees arising out of or related to:
• Your use of the Portal;
• Your violation of these Terms;
• Your violation of any applicable law or the rights of any third party;
• Any misrepresentation of your credentials or professional qualifications;
• Your failure to obtain the patient’s proper consent or authorization as required by law; or
• [Your use of test results for clinical purposes during the EAP in violation of your Provider Participation Agreement.]
Subject to the limits or prohibitions, and without waiving any immunities provided under Applicable Law, you, to the extent allowed, shall be responsible for your negligence in your conduct of a Research Program and for its treatment of Research Program subjects and shall indemnify, hold harmless and defend Elephas and its affiliates, and each of their directors, officers, employees, and agents (collectively, referred to as "Elephas Indemnitees") from and against any Claims resulting or arising from (i) any adverse reaction, medical illness, or injury suffered by a Research Program subject that is caused by a Provider, (ii) the failure of any Provider to adhere to the terms of this Agreement, (iii) the failure of a Provider to comply with all Applicable Laws and regulations in the performance of the elive Test, (iv) the gross negligence or willful misconduct of a Provider, (v) the natural progression of an underlying or pre-existing condition or event (whether or not previously diagnosed) of a Research Program subject; or (vi) the failure to obtain a Research Program subject’s consent and HIPAA authorization for participation in the Research Program and sharing of individually identifiable health information.
If any provision of these Terms is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Terms shall remain in full force and effect. Provisions held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
No waiver by Elephas Labs of any provision set out in these Terms shall be deemed a further or continuing waiver of such provision, and any failure by Elephas Labs to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
These Terms shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to any principles of conflicts of law. Any dispute arising out of or relating to these Terms or your access to or use of the Portal shall be resolved exclusively in the state or federal courts located in Dane County, Wisconsin, and you consent to the personal jurisdiction of such courts.
Elephas Labs shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from any cause beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, labor disputes, equipment failures, supply chain disruptions, or shortages of transportation, facilities, fuel, energy, labor, or materials.
These Terms are effective unless and until terminated by Elephas Labs. We may terminate or suspend your access to the Portal at any time, for any reason, with or without notice. Upon termination, your right to use the Portal will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification, and limitations of liability.
These Terms, together with the Elephas Laboratories Website Terms of Service, Privacy Policy, and HIPAA Notice of Privacy Practices, constitute the entire agreement between you and Elephas Labs with respect to your access to and use of the Portal.
You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without Elephas Labs’ prior written consent. Elephas Labs may assign, transfer, or sublicense any of its rights or obligations under these Terms without restriction, including in connection with any merger, acquisition, asset sale, or similar transaction. Any attempted assignment in violation of this Section shall be void. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
If you have questions about these Terms or the Portal, please contact us at:
Elephas Laboratories, LLC
CLIA #52D2333937
1 Erdman Place, Suite 100
Madison, WI 53717
United States
Phone: (608) 622-7954
Email: Security@elephas.com