Buyer Account Disclosures & Acknowledgments

Binding acknowledgment. By creating a Buyer account on CLIA FOR SALE (“Platform”), operated in connection with Twilight BioSystems Incorporated and partners including Manhattan Biz (together, “Company,” “we,” “us”), you agree to these Buyer Disclosures in addition to the Terms of Use, Privacy Policy, and Confidentiality & Data Use Agreement. If you do not agree, do not register.

1. Nature of the Platform (not a government agency)

CLIA FOR SALE is a technology marketplace and facilitation platform for parties exploring clinical laboratory acquisitions and related services. We are notthe Centers for Medicare & Medicaid Services (CMS), a State Agency, an accreditation organization (e.g., COLA, CAP, The Joint Commission), a court, or a regulatory body. Nothing on the Platform constitutes an official CLIA determination, survey outcome, certificate action, or license transfer approval.

2. No professional advice

Content, listings, deal-room checklists, scores (if any), messages, emails, and tools are for general business facilitation only. They are not legal, regulatory, clinical, medical, tax, accounting, valuation, investment, or insurance advice. You must obtain independent counsel, compliance consultants, clinical consultants, and other qualified professionals before relying on any information or completing any transaction.

3. CLIA, CMS, state, and accreditation responsibility is yours

• You alone are responsible for understanding and complying with CLIA (42 U.S.C. § 263a and implementing regulations), CMS rules, State Agency requirements, laboratory director and personnel standards, proficiency testing, quality systems, and applicable state laboratory and corporate practice rules.
• Certificate changes, ownership changes, location changes, specialty additions, and director changes may require notifications or applications to CMS/State Agencies and/or accreditors. The Platform does not perform or guarantee those filings.
• Payor enrollment, Medicare/Medicaid, commercial contracting, billing, coding, and anti-kickback / Stark / False Claims Act compliance remain solely between you, your advisors, and applicable authorities.

4. Independent diligence required

Listing information is provided by sellers and other users. Company does not independently verify every claim. You must conduct your own due diligence, including (as applicable) site visits, financial audit, legal/regulatory review, equipment condition, contracts, litigation, environmental, and HR diligence. Restricted data unlock does not mean the lab is “cleared,” “compliant,” or “investment grade.”

5. Confidentiality & restricted data

You agree to the Confidentiality & Data Use Agreement. Restricted fields (e.g., CLIA ID, street address, legal entity identifiers, director identity, book-of-business detail, diligence files) may be accessed only after confidentiality acceptance and seller approval for that listing. You will not scrape, resell, republish, or use restricted data for competitive intelligence outside legitimate evaluation of a potential transaction with the listing seller.

6. No PHI; privacy & security

Do not upload or request protected health information (PHI) or other data you are not authorized to process. If you receive data in error, notify us and the sender and delete it. You are responsible for securing any materials you download.

7. Communications & qualification

Messages and access requests may be logged for security and dispute resolution. Buyer qualification profiles are self-reported; Company does not guarantee accuracy of any buyer’s or seller’s statements. False or misleading representations may result in suspension and may violate law.

8. Transactions are between users

Any LOI, purchase agreement, consulting engagement, or brokerage agreement is solely between the parties to that contract, unless Company or an affiliate signs a separate written engagement with you. Platform use alone does not create a fiduciary duty, partnership, joint venture, or attorney-client relationship with Company.

9. Fees & commissions

Marketplace access may be free or fee-based as disclosed. Success fees, retainers, or commissions apply only under a separate written agreement with the relevant broker/entity. You agree not to circumvent agreed introductions or fee obligations where such a written agreement exists.

10. Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, and agents from claims, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) your use of the Platform; (b) your reliance on listings or messages; (c) your breach of these Disclosures or other Platform terms; (d) your violation of CLIA/CMS, privacy, securities, or other laws; or (e) disputes with sellers or third parties.

11. Disclaimers & limitation of liability

THE PLATFORM AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. COMPANY’S TOTAL LIABILITY ARISING FROM PLATFORM USE WILL NOT EXCEED THE GREATER OF (A) FEES YOU PAID TO COMPANY FOR THE PLATFORM IN THE TWELVE (12) MONTHS BEFORE THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (US$100), EXCEPT WHERE LIABILITY CANNOT BE LIMITED BY LAW.

12. Export, sanctions, and lawful use

You represent you are not prohibited from using the Platform under U.S. sanctions or export laws and will not use the Platform for unlawful purposes, including fraud, market manipulation, or unauthorized practice of a licensed profession.

13. Electronic acceptance

Checking the acceptance box and creating an account constitutes your electronic signature and agreement to these Disclosures (version 2026-07-25) as of the date/time recorded in our systems. We may update disclosures by posting a new version; material changes may require re-acceptance for continued use of certain features.

14. Governing law; severability

These Disclosures are governed by the laws of the State of California, USA, without regard to conflict-of-law rules, except where mandatory consumer protections apply. If any provision is unenforceable, the remainder remains in effect.

15. Contact

Questions: deals@cliaforsale.com. For formal legal notices, use the address designated by Twilight BioSystems Incorporated, California, USA.

This document is a product terms framework for platform use and is not a substitute for counsel-drafted agreements tailored to your jurisdiction, brokerage licensing, or a specific transaction.