Everly Health | Terms and Conditions

Last updated: May 5, 2023

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY IN THEIR ENTIRETY BEFORE USING THIS PLATFORM OR ANY SERVICES MADE AVAILABLE USING THE PLATFORM. BY CLICKING "I ACCEPT," OR BY ACCESSING OR USING THE PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, YOU MUST NOT ACCESS OR USE THE PLATFORM.

THIS AGREEMENT CONTAINS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE YOU TO RESOLVE ANY DISPUTE WITH US THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND NOT BY A LAWSUIT OR RESORT TO COURT PROCESS. THIS MEANS THAT (I) YOU ARE GIVING UP, AND YOU WAIVE, THE RIGHT TO HAVE ANY SUCH DISPUTE DECIDED IN A COURT OF LAW BEFORE A JURY OR A JUDGE (EXCEPT AS SET FORTH EXPRESSLY IN SECTION 22), AND (II) THAT YOU ARE GIVING UP, AND YOU WAIVE, THE ABILITY TO PURSUE ANY SUCH DISPUTE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. PLEASE SEE SECTIONS 18, 19, 20 AND 22 FOR MORE INFORMATION.

THIS PLATFORM AND THE SERVICES MAY NOT BE APPROPRIATE FOR YOUR CLINICAL OR MEDICAL CONDITIONS OR NEEDS. DO NOT ACCESS THE SERVICES FOR EMERGENCY OR CRISIS CARE. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 OR GO TO THE NEAREST HOSPITAL IMMEDIATELY.

1. OUR ROLE AND ACCEPTANCE OF THESE TERMS AND CONDITIONS

Welcome to the website or mobile application operated by Everly Well, Inc. (" Everlywell ," " we ," " us" or " our"). The following terms and conditions (" Terms and Conditions") govern your access to and use of (i) the everlywell.com and natalist.com and other websites which are owned or operated by Everlywell or Baby Someday, Inc., doing business as "Natalist" (the " Sites"); (ii) any other digital interfaces and properties (e.g., mobile applications) owned, controlled by, or made available to you by Everlywell or its affiliates (" Mobile Apps ," and together with the Sites and other online or mobile-enabled technology, digital tools, the " Platform"); and (iii) any services and products that you may access through the use of the Platform (such services and products, the " Services").

The Services available through the Platform may include: (i) general information on health and wellness topics; (ii) access to laboratory services performed by clinical laboratories, including PWN Laboratory LLC and other clinical labs (collectively, " Labs"); (iii) access to healthcare practitioners and staff members (" Practitioners") who are contracted by certain independent, clinical professional practice groups (collectively, the " Practices"); (iv) administrative support in connection with ordering Lab testing services and scheduling appointments with Practitioners on the Platform; and (iv) technology support for using the Platform as a means of direct access to Lab test results and to Practitioners for communication, consultations, assessments, and treatment by such Practitioners; and (v) ability to purchase vitamins, supplements, over-the-counter and clinical lab test and collection kits and other tangible items (" Products").

All health and wellness information or resources available on the Platform are for informational purposes only, and are not a substitute for direct health care services nor are they an indicator of specific results. Neither Everlywell nor the Platform provides medical advice or care. Rather, although the Platform enables individuals to access the services of Labs, Practices and Practitioners, you agree and acknowledge that it is the Labs, Practices and/or Practitioners, as the case may be, who are furnishing all health or medical services to you, not Everlywell, Natalist or the Platform, and that you are not entering into a provider-patient relationship with Everlywell, Natalist or the Platform. Neither Everlywell nor Natalist exercise control or direction over the means, methods or manner by which any Lab, Practice or Practitioner exercises professional judgment in the provision of their clinical services. Similarly, we are not responsible for the quality or appropriateness of the care any Lab, Practice or Practitioner renders to you, including any personal injury or property damage.

The Platform is structured for use specific to certain lifestyle, wellness or health care services and is not, and should not, be considered, or used as comprehensive medical advice, care, diagnosis or treatment. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding general personal health, medical conditions, or drugs or medications, and before commencing or discontinuing any course of treatment, drug or medication. THIS PLATFORM AND THE SERVICES MAY NOT BE APPROPRIATE FOR YOUR CLINICAL OR MEDICAL CONDITIONS OR NEEDS. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 OR GO TO THE NEAREST HOSPITAL IMMEDIATELY.

To the fullest extent possible under applicable law, all suppliers of Services and Products, including all Labs, Practices or Practitioners that are accessed or purchased on the Platform shall be beneficiaries of, and possess the right to enforce, any and all rights, remedies, disclaimers, limitations, waivers or other legal or equitable remedies or benefits available to Everlywell and its affiliates under these Terms and Conditions.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE YOU START TO USE THE PLATFORM OR ANY SERVICES OR PRODUCTS MADE AVAILABLE THROUGH THE PLATFORM. BY CLICKING "I ACCEPT," OR BY ACCESSING OR USING THE PLATFORM OR ANY SERVICES OR PRODUCTS MADE AVAILABLE THROUGH THE PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, INCLUDING THE MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET FORTH HEREIN, YOU MUST NOT ACCESS OR USE THE PLATFORM.

2. ADDITIONAL TERMS AND CONDITIONS

Your use of the Platform is governed by our Privacy Policy. Any health information that we hold on behalf of Labs, Practices or Practitioners is governed by our Notice of Privacy Practices.

In order to access or purchase certain Services or Products available on the Platform, you may be required to agree and enter into, or acknowledge receipt of, one or more additional agreements, consents, assignments, releases or notices as a condition of accessing, purchasing or receiving those Services (such additional agreements, consents, assignment, releases or notices, collectively as and when furnished and entered into or acknowledged, " Additional Terms and Conditions"). Such Additional Terms and Conditions may be specific to (a) a supplier of the Services or Product, including a specific or group of Lab(s), Practice(s) or Practitioner(s), (b) a Service or Product or category of Service or Product, or (c) any combination thereof.

To the fullest extent possible under applicable law, those Additional Terms and Conditions shall be incorporated into these Terms and Conditions with respect to applicable Services, Products or suppliers, as the case may be, as and when they are entered into or acknowledged, and said Additional Terms and Conditions and these Terms and Conditions shall be interpreted, to the fullest extent possible, as if they are incorporated into one and the same instrument; provided, however, in the event of express conflict between these Terms and Conditions and applicable Additional Terms and Conditions, the provisions of the Additional Terms and Conditions shall control. To the extent that certain Additional Terms and Conditions cannot under applicable law be incorporated into these Terms and Conditions with respect to certain Services, Products or suppliers, you acknowledge that Everlywell or an affiliate thereof (a) may exercise applicable rights under said Additional Terms and Conditions of the applicable supplier (including a Lab, Practice or Practitioner) of said Services or Products, as said supplier's service provider; and (b) Everlywell is a third-party beneficiary of, with the right to exercise and enforce against you, any and all rights, remedies or defenses available under said Additional Terms and Conditions.

3. ELIGIBILITY AND AVAILABILITY

In order to access the Services through the Platform, you represent and warrant that:

  • You are at least 18 years of age or older.
  • You live in the United States and in a state or territory where the Platform is available.
  • You agree to be legally bound by and comply with these Terms and Conditions.
  • You have compatible computing and/or mobile devices, sufficient access to the Internet, and certain necessary software in order to use the Platform. Fees and charges may apply to your use of the mobile services and to the Internet.

If you do not meet all of these requirements, you must not access or use the Platform or any Services available through the Platform.

You understand and agree that satisfying the above requirements does not guarantee that you will receive the Services through the Platform. Certain Services may only be available to individuals who satisfy additional eligibility criteria or who reside or are located in certain geographic locations (" Eligibility Criteria"). We, Labs, Practices and/or Providers will endeavor to provide notice of such limitations when using those parts of the Services. Notwithstanding the foregoing, at all times Practitioners exercise their independent clinical judgement in furnishing Services to individuals. Accordingly, Practitioners delivering services may on a case-by-case basis determine that additional criteria may apply in the case of specific individuals or that certain services are not appropriate in any individual instance for a particular user. In addition to the above requirements, we, Labs, Practices and their Practitioners reserve the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to you.

We are based in the United States. We provide the Platform and our Services for use only by individuals located in the United States. We make no claims or representations that the Platform or any of the content made available therein is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so at your own risk and are responsible for compliance with local laws.

4. ACCOUNT REGISTRATION

To purchase Services on the Platform, or access certain Services that may have been purchased at a physical, other online location or otherwise made available, you will be required to set up an account (an " Account") on the Platform. To obtain an Account, you may be asked to provide certain registration details or other information. It is a condition of your setting-up an Account that all the information you provide is correct, current and complete.

You acknowledge that your Account is personal to you and you agree not to provide any other person with access to the Site or portions of it using your username, password, or other security information. If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms and Conditions. We may rely on the authority of anyone accessing your Account or using your login credentials and in no event and under no circumstances shall we be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction by us under this provision, (ii) any compromise of the confidentiality of your Account or password, and (iii) any unauthorized access to your Account or use of your password. We may store, transmit, receive, and/or access your data on or from our own servers or those of our service providers which may be in or outside of the United States.

5. SERVICES AND PRODUCTS ACCESSED ON THE PLATFORM

This Section 5 describes the Services and Products that may be accessed or purchased on the Platform. Please read them carefully before accessing or purchasing any Service or Product. All purchases of Services or Products are subject to the provisions of Section 6 (Purchases, Shipping and Payment Methods), except as and to the extent expressly modified by the terms in this Section 5 applicable to specific Services or Products.

A. Health and Wellness Information; Not Healthcare or Medical Advice

The contents of the Platform, such as text, graphics, images, and other materials created by us or obtained from our licensors, including from users of the Platform who share their health and wellness journey experiences (collectively, " Content") are for informational purposes only. Although some Content may include health- or medical-related information, or online tools to calculate general health and wellness metrics, all such Content is provided for general informational purposes only. We do not directly or indirectly practice medicine, render medical advice, or dispense medical services via our Content or otherwise, and you should not use the Content on the Platform for the diagnosis or treatment of any health issue or for prescription of any medication or other treatment. Always seek the advice of your physician or other qualified health professional with any questions you may have regarding a medical condition, and never disregard professional medical advice or delay seeking treatment based on any Content or other information included in the Platform. If you think you may have a medical emergency, call your healthcare professional or your local emergency number (usually 911) immediately.

B. Laboratory Testing Services

The Platform enables you to purchase laboratory testing Services (" Test Services"), as well as access to Test Services you may have purchased or received at a physical or other online location. Except as expressly indicated in the Test Services description information or packaging materials, all Test Services are intended for wellness monitoring, informational and educational use, and are not intended to diagnose or treat disease. Carefully review this Section 5(B) and description page for any Test Services you select prior to purchasing your Test Services.

i. Ordering Test Services

In order to access Test Services purchased on the Platform or at a retail or other online location, you must set up an Account and may be required to submit additional information to deliver collection kits to you and potentially determine whether you satisfy applicable Eligibility Criteria. In order for the Lab to process your request for Test Services, you must submit applicable information necessary to enable a Practitioner (" Reviewing Practitioner") to assess whether the Test Service is appropriate for you. Test Services will not be provided to you if the Reviewing Practitioner does not authorize your request and order the applicable Test Services. In the event that a Reviewing Practitioner does not ultimately authorize a Test Service, we will refund the applicable fees you paid in respect of said Test Services.

ii. Submitting Samples using Collection Kits

Our at-home Test Services require you to access the collection kit (" Collection Kit") that you purchased on the Platform or at a retail or other online location. Please read carefully all of the notices and instructions (" Instructions") included in the Collection Kit. You must then (a) collect all biological samples (e.g., blood, saliva, or urine, " Samples") in accordance with the Instructions, and (b) send the Sample(s) directly to the Lab set forth in the Instructions or otherwise indicated on the Platform. If you do not provide an adequate Sample or utilize the Collection Kit, or provide it in a manner that is contraindicated or not consistent with any Instructions, or do not return the Sample within the timeframe set forth in the Instructions, the Lab may not be able to process your Sample or such action may result in inaccurate and unreliable readings of the Sample. In the event the Lab determines that a Sample is not suitable for testing due to the content of the Sample or because the Sample may have been submitted in contravention of the Instructions or these Terms and Conditions, we and the Lab reserve the right to withhold the Test Results (defined below) and to not provide a refund.

By sending us a Sample, you are thereby (a) consenting to undergo the related Test Services, (b) and re-affirming to be bound by these Terms and Conditions and Additional Terms and Conditions, (c) representing and warranting that you have read all relevant Instructions and packaging materials provided with the Collection Kit, and authorizing us to transmit your personal information to the Reviewing Practitioner, the Lab, other health providers you identify, third-party payors and their respective business associates and subcontractors, as described in these Terms and Conditions. If you are unsure or if you require any further information, you agree to contact us or a licensed healthcare professional for further information.

iii. Test Results

If your Sample is successfully processed by the relevant Lab, the results of the Test Services (" Test Results") will be made available to the Reviewing Practitioner, who will release the Test Results to us, who will make them available to you in your Account on the Platform. Except as expressly indicated in the Test Service's packaging or Platform description information, all Test Services are intended for informational, educational and wellness purposes only. Accordingly, whether or not the Lab performing the Test Services indicates in the Test Results that said results are "positive," "reactive," "detected," "elevated" or any other indication, the Test Results are not intended to diagnose or treat a disease or condition. Furthermore, due to the nature of the Test Services, neither we nor the Lab warrant that the Test Results will be entirely or 100% accurate. Inaccuracies can arise from a number of factors. For example, certain infections, such as sexually transmitted infections, may remain undetectable for an extended period of time due to varying incubation periods. Additionally, there can be instances of "false-positive" and "false-negative" test results, resulting, for example, in an individual who has a specified condition or biomarker receiving a "false negative" Test Result. Accordingly, if you have a "positive," "reactive," "detected," or "elevated" Test Result, or have concerns about your Test Results, you will need a further confirmatory diagnostic test.

If you require any further information, you agree to contact us or a licensed healthcare professional for further information.

iv. Clinician Oversight

In order for a Lab to process your request for Test Services, you must submit applicable information necessary to enable the Reviewing Practitioner to assess whether the Test Services are appropriate for you, and will review the Test Results if and when furnished by the Lab. You understand and agree that as to certain Tests offered through the Platform you do not necessarily establish a provider-patient relationship with the Reviewing Provider simply as a result of your purchase or use of the Test Services.

If you receive a laboratory test result with a value that is outside the normal range, as determined by the Lab performing the Test Services (an " Abnormal Result"), a care coordination team member will attempt to reach out to you at the phone number you provided when ordering the Test Services, to review the Test Results with you, offer education and discuss options. The coordination team may leave you a voicemail, or mail a letter to the residential address you indicated in your Account profile, but such communication will not include your Test Results in any voicemail message. An educational or other consult may also be available upon request with a Practitioner to discuss the Test Results. Except as set forth in Section 5(B)(v) below, the Practitioner will neither initiate treatment nor prescribe any medication or device, but rather will direct you to follow-up with your regular healthcare practitioner or primary care physician.

If you receive an Abnormal Result and have not connected with the coordination team, you should not delay following up with your personal physician.

v. Telehealth Consults

As may be indicated in their accompanying product description or packaging materials, certain Test Services (" Treatment-Eligible Test Services") include the cost of you receiving a telehealth consult from a Practitioner (a " Telehealth Consult") through the use of synchronous and asynchronous telecommunication technologies. The term "telehealth" involves the delivery of health care services using electronic communications, information technology, or other means between a Practitioner and a patient who are not in the same physical location. Telehealth may be used for diagnosis, treatment, follow-up and/or related patient education. These telehealth services may involve various modalities, including asynchronous interactions, real-time video and audio encounters and interactive audio with store and forward. In the case of a Telehealth Consult, the Practitioner will review available Test Results from any Treatment-Eligible Test Services to determine the scope of services for diagnosis, treatment, and care, including prescribing appropriate medications or tests.

In the event that a Practitioner prescribes a medication to you, you give us and the Practitioner consent to send and disclose to the pharmacy of your choice and other health providers you identify and request to receive all information provided by you, health care records, and other applicable health care information and personal information.

vi. Payment Terms for Test Services and Associated Clinical Oversight and Telehealth Consults

We collect payment for the Test Services on behalf of the Labs, and for the related Clinician Oversight and Telehealth Consults on behalf of Practices, as their respective collection agents. You will be notified of the fees for such services on the Platform, but the fees for all said Services will be included, as possible, in a single charge at the time you purchase the Test Services (the " Aggregate Fee").

The Test Services and related Clinician Oversight and Telehealth Consults are paid for by you and are not intended to be reimbursed by any health plan. Neither we, the Lab nor a Practice or Practitioner submits or processes insurance paperwork or claims for any of these services. You may request that we, Lab or Practice provide you with a detailed accounting of the Services provided to you. This information may enable you to obtain reimbursement for some of your out-of-pocket expenses from your health insurer or heath saving account program. However, the terms and conditions of coverage for Test Services, Clinician Oversight and Telehealth Consults vary by plan, and some or none of these Services may be eligible for coverage or expense reimbursement. By purchasing these Services, you understand and agree that you are the sole party responsible for paying all fees associated with them.

In the event that a Practitioner prescribes a medication to you, your Aggregate Fee will _ not _ include the cost of medication.

vii. Additional Terms and Conditions

Prior to scheduling a Telehealth Consult, you will be required to agree and enter into, or acknowledge receipt of Additional Terms and Conditions furnished by Practice, including the Notice of Privacy Practices.

C. On-Demand Telehealth Services

i. Scheduling and Obtaining Telehealth-Only Consults

The Platform may allow you to request, schedule and obtain certain identified telehealth consults from Practitioners independent of Test Services as described from time to time on the Platform (" Telehealth-Only Consults") through the use of synchronous and asynchronous telecommunication technologies. The Practitioner conducting the Telehealth-Only Consult will determine the scope of services for diagnosis, treatment, and care, including prescribing appropriate medications or tests consistent with the types of conditions and clinical offerings described on the Platform for such Telehealth-Only Consults.

ii. Payment Terms for Telehealth-Only Consults

Except as otherwise indicated in the Additional Terms and Conditions, fees for Telehealth-Only Consults will be collected by Practices or their designated collection agent.

Depending on your health insurance plan and the Practice performing the Telehealth-Only Consult, Practice may be able to bill some portion of your Telehealth-Only Consults to your insurance, and Practice may seek to obtain information pertaining to your health insurance during the scheduling or intake process. If Practice is able to bill your insurance directly, your insurance will be billed for the services, net of any copayment, deductible or other patient responsibility payments (" Patient Responsibility Amounts"), which you will be required to pay Practice. You will also be responsible for "no show" charges that OpenLoop may charge you (" No Show Charges") as set forth in Practice's policies in the event that you do not appear for a scheduled appointment or cancel a scheduled appointment with less than three (3) hours' notice.

By providing payment method information to us, Practice, or Practice's designated representative, you are expressly agreeing that such party is authorized to charge to the payment method you provide to them for any fees for your use of the Telehealth-Only Consults, together with any applicable taxes. Please note that Practice may not receive complete information from your health insurance plan, if applicable, regarding the applicable copay due from you for your consultation. As such, you may be billed more than once with respect to a consultation to account for additional copay amounts due, if any. Should you choose not to enter your health plan billing details, you elect to be seen as self-pay, thereby waiving health plan claim submission. You certify that you are an authorized user of the payment method and will not dispute charges for the Telehealth-Only Consults that correspond to fees for the Telehealth-Only Consult or the co-payment required by your health plan.

Practice does not accept all health insurance plans. In such cases, Practice does not submit or process insurance paperwork or claims. You may request that Practice provide you with a detailed accounting of the Telehealth-Only Consult provided to you, which may enable you to obtain reimbursement for your out-of-pocket expenses from your health insurer or health savings account program. However, the terms and conditions of coverage for Telehealth-Only Consults vary by plan, and such Services may not be eligible for coverage or expense reimbursement. By purchasing Telehealth-Only Consults, you acknowledge and agree that you are the sole party responsible for paying all fees associated with the Telehealth-Only Consults, including any fees charged by Practice.

During the Telehealth-Only Consult, the Practitioner may prescribe or order a medication or lab test. The cost of such medications or lab services are not included in the charges for the Telehealth-Only Consult.

iii. Care Journey Bundles

To support individuals with specified care goals, the Platform may allow individuals to request, schedule and obtain a series of bundled health encounters involving, depending on the associated Additional Terms and Conditions, health evaluation, ordering of Test Services or Products, review of patient data, patient education and counseling, and prescribing activities, each as appropriate and contingent upon on-going patient eligibility in the offering as determined on an individual basis by a Practitioner (each such package, a " Care Journey Bundle").

The specific Services and Products included in a Care Journey Bundle may be described in Additional Terms and Conditions. Any service or product that is not expressly identified as included in a Care Journey Bundle shall not be included in the bundle (all such services and products not expressly identified as included in a Care Journey Bundle, an " Excluded Service or Product"). Accordingly, you will be responsible for paying for any Excluded Service or Product utilized in conjunction with the Care Journey Bundle, including if utilization of the Excluded Service or Product is either (a) required for determining eligibility of participation in the Care Journey Bundle, (b) a component of the Care Journey Bundle, or (c) is otherwise prescribed or ordered by the treating Practitioner.

iv. Payment Terms for Care Journey Bundles

Except as otherwise indicated in Additional Terms and Conditions, fees for Care Journey Bundles will be collected by us, on behalf of Practice, as the Practice's collection agent.

For each Care Journey Bundle, you agree to pay up-front fees to cover access to all aspects of the Care Journey Bundle regardless of whether or not you elect to complete all components included in the Care Journey Bundle or receive a prescription for a medication by the treating Practitioner. Accordingly, you agree and acknowledge that no refunds are available after purchasing a Care Journey Bundle and no prescriptions are guaranteed.

You understand and agree that you are responsible for paying all fees associated with Care Journey Bundles, including any fees charged by the treating Practices and Practitioners for professional services. Although some health insurance plans may offer coverage for certain clinical services, the Practices and Practitioners rendering clinical services included in Care Journey Bundles may not have contracted with any health insurance plans to qualify those specific services for coverage under any specific insurance plan. Accordingly, by purchasing a Care Journey Bundle, you understand and agree that (a) any and all clinical services rendered by the Practice and Practitioners may not be eligible for coverage or expense reimbursement by your insurance plan or health savings account program, and (b) you are wholly responsible for paying all fees associated with all purchased Care Journey Bundles, including any fees charged by the treating Practice and Practitioners.

Federal and state health care programs, such as Medicare and Medicaid, do not pay for everything, even some health care services and products that you or your health care provider have good reason to think you need. If you are a beneficiary of a federal or state health care program, and such program does not pay for certain services or products rendered to you, you may have to pay for these services and products. As we understand it, neither federal nor state health care programs currently pay for any of the clinical services or products made available through the Care Journey Bundles, at least not in the way such services or products are provided (i.e., using telehealth and bundled treatment offerings). By agreeing to use the Care Journey Bundles, you acknowledge and agree that (1) you will pay directly for the medical services and products (if any) provided to you, and (2) neither us, the Practice, the Practitioners, or you will bill any federal or state health care program for such services or products.

During the Care Journey Bundles, a Practitioner may prescribe or order a medication or lab test. Except as expressly included in the Care Journey Bundle described in the Additional Terms and Conditions, the cost of such medications or tests are not included in the charges for the Care Journey Bundle.

v. Additional Terms and Conditions

Prior to scheduling aa Telehealth-Only Consult or purchasing a Care Journey Bundle, you may be required to agree and enter into, or acknowledge receipt of Additional Terms and Conditions furnished by Practice, including a Telehealth Consent and Notice of Privacy Practices, or by us.

In the event that a Practitioner orders or prescribes a medication or lab test to you, or you authorize Practice to submit a claim for reimbursement to your insurance carrier, you give us and Practice consent to send and disclose to the pharmacy or lab of your choice or your insurance carrier or identified health provider you request receive certain information, as the case may be, all information provided by you, health care records, and other applicable health care information and personal information to the applicable third party and their respective business associates and subcontractors.

D. Subscription-Based Care Journey Membership Programs

i. Program Elements of Care Journey Membership Programs

To support individuals with specified care needs and longer-term health care goals, the Platform may allow individuals to request, schedule and obtain a series of bundled health encounters and related services or products involving (depending on the associated Additional Terms and Conditions) health evaluation(s), ordering of Test Services or Products, review of patient data, patient education and counseling, prescribing activities, supplements, and vitamins, each as appropriate and contingent upon on-going participant eligibility in the offering (each such program, a " Care Journey Membership Program"). Care Journey Membership Programs are not intended for use in emergencies or by participants with specialized needs that should be treated by appropriate primary specialists. In the case of an emergency or if you are otherwise in crisis, call 911 immediately.

ii. Program Elements and Excluded Services and Products

As reflected in the applicable Additional Terms and Conditions, Care Journey Membership Programs may include, among other things:

  • One or more telehealth consults with a Practitioner to determine eligibility (" Eligibility Evaluations") for the specified Care Journey Membership Program, which may include ordering clinical laboratory testing services;
  • Telehealth consults associated with the prescription of medications relevant to the program;
  • Delivery of a longitudinal care plan;
  • Periodic telehealth consults to evaluate progress and monitor medications or comorbidities; and
  • Bundles of Services or Products related to the program or longitudinal care plan.

The specific Services and Products included in a Care Journey Membership Program will be described in Additional Terms and Conditions describing the program. Any service or product that is not expressly identified as included in a Care Journey Membership Program shall not be included in the program (all such services and products not expressly identified as included in a Care Journey Membership Program and Excluded Service or Products. For example, as part of providing a Care Journey Membership Program, a Practitioner may order lab, imaging and other diagnostic tests, to be conducted at locations outside of the Practices, including clinical laboratories and testing centers. In addition, Practitioners may prescribe prescriptions for medications available from third party pharmacies. In each case, neither us nor any Practice or Practitioner are responsible for any resulting medical bills or the delivery of such third party services or products. More generally, you will be responsible for paying (as a separate payment from any costs or fees for the Care Journey Membership Program) for any Excluded Service or Product utilized in conjunction with the Care Journey Membership Program, including if utilization of the Excluded Service or Product is either (a) required for determining eligibility of participation in the Care Journey Membership Program, (b) a component of the Care Journey Membership Program, or (c) is otherwise prescribed or ordered by the treating Practitioner.

Notwithstanding any other provision of these Terms and Conditions, or any Additional Terms and Conditions, a Practitioner may determine that a Care Journey Membership Program is not appropriate for you or all of your treatment needs, and any Practitioner may elect to not provide certain clinical services or otherwise provide the Care Journey Membership Program to you. Your Practitioner reserves the right to deny care for potential misuse of a Care Journey Membership Program or for any other reason including if, in the professional judgment of your Practitioner, the provision of the Care Journey Membership Program is not medically or ethically appropriate.

iii. Not Insurance.

A Care Journey Membership Program is a direct health care service. Care Journey Membership Programs are not health insurance or a substitute for health insurance, do not meet any individual health insurance mandate under federal or state law, and the payments you make in connection with Care Journey Membership Programs are not insurance premiums. You should keep your existing health insurance coverage while you are participating in Care Journey Membership Programs or obtain health insurance coverage if you do not currently have it.

iv. Your Health Insurance; Prior Authorization.

You understand and agree that you are responsible for paying all fees associated with the Care Journey Membership Program, including any fees charged by the treating Practices and Practitioners for professional services. Accordingly, by purchasing a Care Journey Membership Program, you understand and agree that (a) any and all clinical services rendered by the Practice and Practitioners in a Care Journey Membership Program may not be eligible for coverage or expense reimbursement by your insurance plan or health savings account program, and (b) you are wholly responsible for paying all fees associated with all purchased Care Journey Membership Programs, including any fees charged by the treating Practice and Practitioners. There is no guarantee that your insurance company will make any payment on or otherwise reimburse in any manner any fees or other costs or expenses you incur in connection with a Care Journey Membership Program or any other services you may have purchased.

Federal and state health care programs, such as Medicare and Medicaid, do not pay for everything, even some health care services and products that you or your health care provider have good reason to think you need. If you are a beneficiary of a federal or state health care program, and such program does not pay for certain services or products rendered to you, you may have to pay for these services and products. As we understand it, neither federal nor state health care programs currently pay for any of the clinical services or products made available through the Care Journey Bundles, at least not in the way such services or products are provided (i.e., using telehealth and bundled treatment offerings). By agreeing to use the Care Journey Membership Program, you acknowledge and agree that (1) you will pay directly for the medical services and products (if any) provided to you, and (2) neither us, the Practice, the Practitioners, or you will bill any federal or state health care program for such services or products.

To the extent set forth in the Additional Terms and Conditions applicable to a Care Journey Membership Program, the Practices may offer you assistance with benefits verification and prior authorization for medication, which is ultimately fulfilled by a pharmacy of your choosing. Additionally, the Practices or us may support your application to a pharmaceutical company for a coupon or discount program for you or on your behalf. As may be set forth in the applicable Additional Terms and Conditions, this would require you to consent and authorize the Practice or us to apply for, and take action necessary to complete such application, coupons or discount programs for you or on your behalf. If you, us or the Practices utilize such coupon or discount program to reduce the out-of-pocket cost of your medication, then you understand and agree that you are subject to the terms and conditions of such coupon.

v. Payment Terms.

In light of the longer-term goals associated with Care Journey Membership Programs, fees for Care Journey Membership Programs are payable as a series of fixed monthly or quarterly recurring charges (" Recurring Charges"). Depending on the Additional Terms and Conditions associated with your Care Journey Membership Program, Recurring Charges can vary and allocations of such Recurring Charges may differ by period given the party performing the underlying services.

The Care Journey Membership Program may also include an initial multi-month commitment set forth in the associated Additional Terms and Conditions, which are payable regardless of whether or not you utilize all elements of the Care Journey Membership Program during that period (the " Commitment Term"). If so, you agree to Recurring Charges for the duration of the Commitment Term regardless of whether or not you elect to complete all encounters included in the applicable Care Journey Membership Program or receive a prescription for a medication by the treating Practitioner. No prescriptions are guaranteed. Accordingly, except as otherwise set forth in the applicable Additional Terms and Conditions, you agree and acknowledge that upon purchase of a Care Journey Membership Program, you shall owe an aggregate sum of all Recurring Charges payable during the Commitment Term (" Up-Front Commitment").

You will have an opportunity to review and agree to the cost of a Care Journey Membership Program prior to purchase during the checkout process. Once purchased, the Recurring Charge will be charged to your Payment Method (as defined in Section 6) on a recurring, monthly basis until you, we or the Practice terminates the Care Journey Membership Program. You may terminate a Care Journey Membership Program at any time; provided, however, that (a) if you terminate a Care Journey Membership Program prior to the expiration of the applicable Commitment Term, you authorize us to charge your Payment Method for the remaining balance of your Up-Front Commitment; and (b) once paid, all Recurring Charges are non-refundable. See Section 6(E) for further information on how to cancel a Care Journey Membership Program or contact us by email at [email protected].

Upon termination of a Care Journey Membership Program, you will not be eligible to receive any Care Journey Membership Program services, including prescriptions from your Practitioner. We recommend you talk to your Practitioner before discontinuing treatment as abruptly stopping certain medications for health conditions can impact your health.

vi. Additional Terms and Conditions

In the event that a Practitioner orders or prescribes a medication or lab test to you, or you authorize Practice to submit a claim for reimbursement to your insurance carrier, you give us and Practice consent to send and disclose to the pharmacy or lab of your choice or your insurance carrier or identified health provider you request to receive certain information, as the case may be, all information provided by you, health care records, and other applicable health care information and personal information to the applicable third party and their respective business associates and subcontractors.

E. Other Health and Wellness Products

The Platform may enable you to purchase a variety of health, wellness and lifestyle Products, including, among other things, dietary supplements, over-the-counter ovulation and pregnancy tests, energy drink mixes, ointments and literature. The Products and the claims made about specific Products on or through the Platform may not have been evaluated by the United States Food and Drug Administration and may not be intended to diagnose, treat, cure or prevent disease. Please consult with your physician or other healthcare professional regarding any medical or health-related diagnosis or treatment options.

The Platform may enable you to purchase some Products on a subscription basis that involves making a series of purchases of eligible Products over a specified frequency, and for which you pay a fixed periodic charge (a " Product Subscription"). Your Product Subscription will continue and your Payment Method (as defined in Section 6(E)) will be automatically charged for each successive subscription period at the then-current advertised percentage discount of the current market price for the applicable Product(s). You authorize us to continue to submit periodic charges (e.g. at the applicable subscription frequency) until you provide prior notice of cancellation or wish to change your Payment Method. Such notice will not affect charges before we could reasonably act.

We reserve the right to adjust Product Subscriptions in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms and Conditions, any changes to your Product Subscription will take effect following 30 days' notice to you via the e-mail you provided at the time you enrolled in the Product Subscription. Sales taxes and other government-imposed fees, however, are not part of the subscription price and may be added or adjusted at any time without notice as required by law. Additional payment terms applicable to Product Subscriptions are set forth in Section 6 below.

F. Your Use of Medications Prescribed by a Practitioner.

You agree that any prescriptions that you receive from a Practitioner are solely for your personal use and you will not share or distribute any medication to any other person. You agree to fully and carefully read all provided medication information and labels and to contact a physician or pharmacist with any questions about your medication.

6. PURCHASES, SHIPPING AND PAYMENT METHODS

A. Ordering Services and Products.

Please carefully read in their entirety the descriptions of all Services and Products prior to ordering and purchasing them on the Platform. Please note that we reserve the right, at our sole discretion, to refuse or cancel any order for any reason, or to limit the quantity of items purchased per person, per household or per order. Prices and availability are subject to change without notice. Please also note that there may be certain orders that we are unable to accept and must cancel. Some situations that may result in your order being canceled include limitations on quantities available for purchase, or inaccuracies or errors in pricing information, but we reserve the right to cancel for any reason whatsoever. We may also require additional verifications or information before accepting any order. We will contact you if all or any portion of your order is canceled or if additional information is required to accept your order. If your order is canceled after your credit or debit card has been charged, we will issue a credit to your card in the amount of the charge.

B. Pricing Information.

We reserve the right to change the prices for our Services and Products at any time. You acknowledge that the prices you paid for a Service or Product may be different from the price paid by others because of discounts or promotions offered to others for which you may not be eligible or which are not available at the time you purchased the Services or Products.

We work hard to provide accurate pricing information. However, pricing or typographical errors may occur. In the event that an item is listed at an incorrect price or with incorrect information due to an error in pricing information, we shall have the right, at our sole discretion, to refuse or cancel any orders placed for that item. If an item is incorrectly priced, we will either contact you for instructions or cancel your order and notify you of such cancellation.

C. Shipping.

If you are located in the United States, we will arrange for shipment of the Products you purchase on the Platform. You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packaging, shipping and delivery of your Products. If indicated on the Product description page associated with a specified product or category of products, we may offer free or reduced-price shipping on certain qualifying orders.

Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments. Shipping is not available to locations outside the United States.

With respect to shipments of Products, wherever a purchaser may reside, title to Products will be shipped FOB our plant and all risk of loss shall pass to you immediately upon our delivery of the Products to the common carrier. You are solely responsible for providing us with accurate shipping information and a valid phone number or email address. In the event that any Product is returned to us as a result of your failure to provide us with accurate shipping information, you shall be responsible for any additional shipping fees or other charges that may be applied to the return of the Product to us or in re-sending the Product to you.

D. Payment Method and Taxes.

If you wish to purchase Services or Products on the Platform, payment may be made by credit card, debit card or any other such method as we, in our sole discretion, may introduce on the Platform from time to time (" Payment Method"). We reserve the right to accept or refuse any payment made in any form.

To purchase Services or Products on the Platform, you must provide valid credit or debit card information on the Platform's order form. This information includes, but is not limited to, your credit card number, the expiration date of your credit card, the CVV information, your billing address and the name as it appears on the card (" Payment Method Information").

By submitting such Payment Method Information, you are expressly agreeing that we are authorized to charge to the Payment Method any fees for your purchase or use of the Services or Products, together with any applicable taxes. You represent and warrant that you have the legal right to use your designated Payment Method(s) submitted on the Platform in connection with any purchase of Services or Products, that the charges incurred by you on the Platform will be honored by your Payment Method issuer, you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, and that the information you supply to us is true, correct and complete. As certain fees for Services rendered through the Platform are fees for clinical, laboratory and related services rendered by Labs, the Practices and Practitioners, you acknowledge that we are serving as the billing and collection agent on behalf of Practices and Labs, as the case may be and described in the applicable subsection of Section 5, to collect such amounts on their behalf.

We reserve the right to cancel any order, any time and for any reason. If your Payment Method has already been charged and your order is canceled, you shall receive a credit to your Payment Method account in the amount of the charge. We will not be responsible (i) for any charges that your Payment Method issuer may apply to you as a result of our processing your order, (ii) if your Payment Method issuer refuses or fails to authorize payment by you, or (iii) for any delays or non-delivery of Services or Products that may arise due to any validation checks that may be carried out regarding your payment or identification.

You agree that authorization to charge your Payment Method remains in effect until you cancel it in writing, and you agree to notify us of any changes to your Payment Method. You certify that you are an authorized user of the Payment Method and will not dispute charges for the Products and Services that you have ordered.

We use a third-party payment processor (the " Payment Processor") to facilitate payment for purchases of Products and Services. Processing of payments is subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. By submitting the Payment Method Information, you grant us an irrevocable, unencumbered, world-wide, and perpetual right to provide the Payment Method Information to our Payment Processor. Currently, we use Stripe as our Payment Processor. You can access Stripe's Terms of Service at https://stripe.com/legal/end-users and its Privacy Policy at https://stripe.com/privacy. We are not responsible for any acts or omissions of the Payment Processor. We reserve the right to refuse or cancel your order of Products if fraud or an unauthorized or illegal transaction is suspected.

E. Recurring Payments for Care Journey Membership Programs and Product Subscriptions.

If you purchase a Care Journey Membership Program or a Product Subscription your Payment Method will be automatically charged a monthly or periodic payment applicable thereto for each successive payment period, each a Recurring Charge. You authorize us to continue to submit Recurring Charges at the applicable prices and frequency (together with applicable shipping fees and taxes) until you provide prior notice of cancellation or wish to change your Payment Method. If your payment is declined, we will place your Care Journey Membership Program or a Product Subscription on hold for seven (7) days. We will be notified when the payment fails, and we or our vendor will attempt to process payment again in seven (7) days. If the second attempt on the seventh day fails, your Care Journey Membership Program or a Product Subscription will be canceled. If a payment is declined and you do not wish to wait seven days for re-processing, you may choose to update your Payment Information on your Account and complete payment from your Account. Cancellation due to failed payments does not incur any extra charges.

To cancel a Care Journey Membership Program or a Product Subscription, you may (i) login to your Account and follow the cancellation procedures there, or (ii) email us at [email protected]. Please note that standard call rates may apply. If you decide to cancel, we recommend you do so at least 24 hours prior to the scheduled Recurring Charge date as Recurring Charges may be canceled without charge as long as we receive your cancellation prior to the scheduled Recurring Charge being processed.

F. REFUNDS

We reserve the right to issue refunds or credits for any Service or Product at our sole discretion or pursuant to a refund policy. If we issue a refund or credit in one instance, we are under no obligation to issue the same refund or credit in the future.

7. PRIVACY NOTICES

Your use of the Platform is governed by our Privacy Policy. Any health information that we hold on behalf of Labs, Practices or Practitioners is governed by our or such Lab or Practice's Notice of Privacy Practices.

8. CHANGES TO THE TERMS AND CONDITIONS

We may revise and update these Terms and Conditions from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Platform thereafter. If we make material changes that would impact your use of the Platform, we will endeavor to notify you of the changes, such as by posting a notice directly on the Platform, by sending an email notification (if you have provided your email address to us), or by any other reasonable method. Your continued use or re-visitation of the Platform following the posting of revised Terms and Conditions means that you accept and agree to the changes. You are expected to check these Terms and Conditions and the Platform generally from time to time so you are aware of any changes, as they are binding on you. If you do not agree to the changed Terms and Conditions, you should immediately terminate your use of the Platform.

9. ACCESSING THE PLATFORM

We reserve the right to withdraw or amend the Platform, and any material we provide on the Platform, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform or the entirety of the Platform.

10. INTELLECTUAL PROPERTY RIGHTS

A. Generally.

The Platform and the entirety of its contents, features and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by us, our licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. No right, title or interest in or to the Platform or any content on the Platform is transferred to you, and we reserve all rights not expressly granted herein. Any use of the Platform not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark and other laws.

Our name, brands, logos, slogans and other trademarks are our trademarks. All other names, brands, logos, and product names, and designs appearing on the Platform are the trademarks of their respective owners. You may not use such trademarks without our prior written permission.

These Terms and Conditions permit you to use the Platform for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Platform, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your web browser for display enhancement purposes.
  • You may print or download a reasonable number of pages of the Platform for your own personal, non-commercial use and not for further reproduction, publication or distribution.
  • If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our applicable end user license agreement for such applications.
  • If we provide social media features, such as allowing you to share items you find in our news section through social media links in those posts, you may take such actions as are enabled by such features.

You must not:

  • Modify copies of any materials from the Platform.
  • Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Platform.
  • Access or use for any commercial purposes any part of the Platform or materials available through the Platform.

B. User Submitted Content.

If you submit, post or display content of any kind on the Platform (" User Content"), you (i) represent and warrant that you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize us and other users to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, and (ii) grant us, our affiliated companies, sublicensees and successors and assigns a perpetual, irrevocable, worldwide, royalty-free, nonexclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any User Content on or through the Platform, our blog or by other means now existing or hereafter devised. You acknowledge and agree that this license includes a right for us to make such User Content available to other companies, organizations, or individuals with whom we have relationships, and to use such User Content in connection with the promotion, marketing or provision of any Service or Products.

You are responsible for all User Content that you post on the Platform. You may not post User Content that:

  • is not your own original creation or that you do not have permission to use (keep in mind that just because something on the internet does not have a copyright notice on it doesn't mean you can use it without permission);
  • infringes the copyright, trademark, patent right, or other proprietary right of any person or that is used without the permission of the owner;
  • you know to be inaccurate;
  • is pornographic, sexually explicit, or obscene;
  • exploits children or minors;
  • violates the rights of privacy or publicity of any person;
  • is harassing, libelous, slanderous, or defamatory;
  • contains any personally identifying information about any person without their consent or about any person who is a minor;
  • may be deemed generally offensive to the community, including blatant expressions of bigotry, prejudice, racism, hatred, profanity or religious or political radicalism;
  • includes advertisements, promotions, solicitations, spam, or offers to sell any goods or services for any commercial purpose;
  • is off topic;
  • is intended to provide professional advice, including but not limited to, the provision of medical treatment, or legal, financial or investment advice;
  • violates any local, state or federal laws or regulations;
  • promotes or provides instructional information about illegal or illicit activities;
  • contains software viruses or any other computer code, files, or programs designed to destroy, interrupt, or otherwise limit the functionality of any computer software, computer hardware, or other equipment; or
  • is intended to overwhelm, cause technical disruptions of or denial of service to our servers.

C. Suggestions.

You may submit to us any ideas, suggestions or proposals (collectively, " Suggestions") relating to our Services or Products, other products or services, by any means, including by email or other communication channels, one of our communities or user forums, or to our customer support or other personnel. With respect to such Suggestions (1) we are under no obligation of confidentiality, express or implied, with respect to such Suggestions; (2) we are entitled to use or disclose (or choose not to use or disclose) such Suggestions in any way and for any purpose; (3) such Suggestions automatically become our property without any obligation; and (4) you are not entitled to any accounting, compensation or reimbursement of any kind from us under any circumstances.

11. PROHIBITED USES

You may use the Platform only for lawful purposes and in accordance with these Terms and Conditions. You agree not to use the Platform:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam" or any other similar solicitation.
  • To impersonate or attempt to impersonate us, our employees, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm us or other users of the Platform or expose them to liability.

Additionally, you agree not to:

  • Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other user's use of the Platform, including his or her ability to engage in real time activities through the Platform.
  • Use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
  • Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the Platform.
  • Introduce any viruses, Trojan horses, worms, logic bombs, keystroke logging, or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any part of the Platform, the servers on which the Platform is stored, or any server, computer or database connected to the Platform.
  • Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Platform.

12. RELIANCE ON INFORMATION POSTED

The Platform may include content provided by third parties. All statements and/or opinions expressed in these materials, and responses to questions and other content, other than the content we provide, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

13. ACCESS, CORRECTION AND DATA INTEGRITY

Although we attempt to maintain the integrity and accuracy of the information on the Platform, we make no guarantees as to its correctness, completeness, or accuracy. The Platform may contain typographical errors, inaccuracies, or other errors or omissions. If you believe that information found on the Platform is inaccurate or unauthorized, please inform us by contacting us at the contact details provided below.

14. LINKS TO OTHER WEBSITES AND RESOURCES

If the Platform contains links to other websites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

15. ELECTRONIC COMMUNICATIONS

You agree that when you use or enter the Platform, you affirmatively consent to conduct business electronically with us and through the Platform with the Practices and their Practitioners, and engage in health-oriented activities with Practitioners of the Practices, and such processes have the same force and effect as your written signature. You agree that all agreements and consents can be signed electronically and that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing.

You agree to receive invitations, notifications, reminders, and other communications from us (and any of our affiliates or agents) and the Practices and their Practitioners through the Platform, or by email, phone or other method of communication. These communications may include (but are not limited to):

  • notification that an important message awaits you on the Platform;
  • Platform and service updates;
  • general health communications from the Practices' Health Care Providers.

When permitted by law, we may also send you promotional communications via email, including newsletters, surveys and other news and information we think will be of interest to you. Unsecured communications pose a risk to the confidentiality and privacy of information being sent because they might be intercepted by a third party. You can opt out of receiving one of our emails by following the instructions for unsubscribing contained in the e-mails. Please allow us ten (10) business days from when the request was received to complete the removal. Please note that even if you unsubscribe from commercial e-mail messages, we may still email you non-commercial (transactional) e-mails related to your account and your transactions via the Platform.

16. WEBSITE ACCESS, SECURITY AND RESTRICTIONS; PASSWORDS

If you create an Account on the Platform, you agree to complete the registration process by providing current, complete, and accurate information. You are responsible for all activities that occur under your Account. In the event access to the Platform or a portion thereof is limited, requiring a user ID and password (" Protected Areas"), you agree to access Protected Areas using only your user ID and password. You agree to protect the confidentiality of your user ID and password, and not to share or disclose your user ID or password to any third party. You agree that you are fully responsible for all activity occurring under your user ID. Your access to the Platform may be revoked at any time with or without cause.

17. USER CONTENT AND CONDUCT GUIDELINES

User Content is any content, materials or information (including, without limitation, any health information, medical history, conditions, problems, symptoms, personal information or protected health information, consent forms, agreements, graphics, messages, videos, photographs/images, data, questions, requests, comments, suggestions, etc.) that you upload, send, e-mail, display, distribute, post or otherwise transmit to us, at our request or on your own, on, or through the Platform. You agree not to provide any User Content that (a) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior; or (b) violates or infringes privacy, copyright, trademark, trade dress, trade secrets, or other intellectual property rights, proprietary rights, or any other applicable law or regulation.

Your privilege to use the Platform depends on your compliance with the conduct guidelines set forth above. We reserve the right to monitor your account and may revoke your privileges to use all or some of the Platform and/or take any other appropriate measures, including the removal of any public posts you make that violate these guidelines, to enforce these conduct guidelines if we become aware of violations. If you fail to adhere to these conduct guidelines, or any other part of these Terms and Conditions, we may terminate, in our sole discretion, your use of, or participation in, any part(s) of the Platform. Any violation of this section may also subject you to civil and/or criminal liability.

18. DISCLAIMER OF WARRANTIES

You understand that we cannot and do not guarantee or warrant that authorized files or content available for downloading from the Platform or the internet will be free of viruses, malware or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Platform for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE PLATFORM, OR ON ANY WEBSITE LINKED TO THE PLATFORM.

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AT YOUR OWN RISK, AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NOR ANY OF OUR PARTNERS OR AFFILIATES, MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, CURRENCY, ACCURACY, AVAILABILITY OR OPERATION OF THE PLATFORM, OR THE INFORMATION OR CONTENT INCLUDED THEREON. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENT OR WARRANT THAT THE PLATFORM, ITS CONTENT OR ANY ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM, OUR (AND THE SERVICE PROVIDERS,' INCLUDING LABS, PRACTICES, AND PRACTITIONERS) SERVERS, THE CONTENT, OR COMMUNICATIONS SENT FROM OR ON BEHALF OF US ARE FREE OF SCRIPT VIRUSES, TROJAN HORSES, WORMS, MALWARE, TIME BOMBS OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS, EXPECTATIONS, OR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE, ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES AND OUR RESPECTIVE LICENSORS AND THE SERVICE PROVIDERS, HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OF THESE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

19. LIMITATION ON LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES OR OUR RESPECTIVE LICENSORS, THE SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH (1) YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES OR ANY OTHER ITEMS OBTAINED THROUGH THE PLATFORM OR SUCH OTHER WEBSITES, OR (2) ARISING OUT OF OF OR IN CONNECTION WITH ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN, THROUGH, OR FROM THE PLATFORM, INCLUDING, IN EITHER CASE, ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, PROPERTY DAMAGE, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR COMPUTER FAILURE OR MALFUNCTION.

THESE LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR CAUSE OF ACTION AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE PLATFORM OR ANY OTHER RELATED SERVICES. THE OPERATION OF THE PLATFORM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OUR CONTROL. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE PLATFORM OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OUR RECORDS, OR PROGRAMS. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, DATA, AND INFORMATION SUBMITTED TO THE PLATFORM.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. IF YOU ARE A RESIDENT OF A STATE WITH PROTECTIONS SIMILAR TO CALIFORNIA CIVIL CODE § 1542, YOU HEREBY WAIVE SUCH PROVISIONS OR PROTECTIONS.

20. LIMITATION ON LIABILITY

We may terminate your use of the Platform for any or no reason at any time. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE PLATFORM.

21. DMCA NOTIFICATION

We respect the rights of intellectual property holders. If you believe that any content on the Platform violates these Terms and Conditions or your intellectual property rights, you can report such violation to us in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512). In the case of an alleged infringement, please provide the following information:

  1. A description of the copyrighted work or other intellectual property that you claim has been infringed;
  2. A description of where the material that you claim is infringing is located on the Platform (including the exact URL);
  3. An address, a telephone number, and an e-mail address where we can contact you;
  4. A statement that you have a good faith belief that the use is not authorized by the copyright or other intellectual property rights owner, by its agent, or by law;
  5. A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf; and,
  6. Your electronic or physical signature, or that of the person authorized to act on behalf of the owner of the copyright or other right being infringed.

We may request additional information before we remove allegedly infringing material. You may report a copyright violation by providing the above information to our designated agent at:

Copyright Agent

Everly Well, Inc.

823 Congress Ave

Austin, TX 78701

[email protected]

22. DISPUTE RESOLUTION

Unless it is settled or otherwise resolved by mutual agreement, any dispute, claim, question, or disagreement ("Dispute") arising from or relating to these Terms and Conditions, the Platform, or the Services, shall be resolved through confidential arbitration administered by the American Arbitration Association ("AAA") under its rules for consumer arbitrations ("AAA Rules"). The venue for all such Disputes shall be in Austin, Texas, but you and we (collectively, the "Parties") may agree to conduct the arbitration by telephone, online and/or solely based on written submissions. You hereby waive any right to claim that such location is an inconvenient forum and covenant not to sue us in any other forum. This agreement to arbitrate will be specifically enforceable in any court having jurisdiction. Notice of a demand for arbitration shall be filed in writing with the other party hereto and with the AAA. Such a notice should be mailed to:

Everly Well, Inc.

823 Congress Ave

Austin, TX 78701

ATTN: Dispute Notice

The demand for arbitration shall be made within a reasonable time after the dispute has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such dispute would be barred by the applicable limitations period. The Parties agree that one (1) arbitrator shall arbitrate the dispute. The arbitrator shall be selected by the joint agreement of the Parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The Parties agree that the arbitrator shall have sole authority to decide whether claims brought by either party (excluding claims brought under the following paragraph regarding intellectual property and preliminary equitable relief claims) are subject to this dispute resolution agreement. The decision of the arbitrator shall be made in writing, shall be final, judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by sections 10 and 11 of the Federal Arbitration Act, the terms of which sections the Parties agree shall apply.

Other than the exceptions listed herein, the arbitrator will have the power to grant whatever relief would be available in court under law or in equity (including attorney's fees) and any award of the arbitrator will be final and binding on each of the Parties. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives. The arbitrator also does not have the power to vary the class action waiver provisions. The fees charged by the AAA and arbitrator shall be shared equally by the Parties. If, however, you are able to prove that the costs of arbitration will be significantly more prohibitive for you as compared to the costs of litigation, Everly Well, Inc. will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. All arbitration proceedings will be confidential and all records relating thereto will be permanently sealed to the fullest extent possible under applicable law.

Either party may bring a claim related to intellectual property rights, seek temporary or preliminary specific performance or temporary or preliminary injunctive relief, or seek to bring an individual action in small claims court (provided such claim qualifies to be filed in small claims court), in any court of competent jurisdiction, without the posting of bond or other security). If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this section will remain valid and enforceable. Further, the waivers set forth in this section are severable from the other provisions of these Terms and Conditions and will remain valid and enforceable, except as prohibited by applicable law.

23. GOVERNING LAW AND JURISDICTION

All disputes arising from or relating to these Terms and Conditions and all Disputes arising from or relating to the Platform or the Services (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Texas regardless of where you access the Platform, and notwithstanding any conflicts of law principles.

24. CLASS ACTION WAIVER

ANY PROCEEDINGS TO ARBITRATE, LITIGATE OR OTHERWISE RESOLVE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR WE WILL SEEK TO HAVE ANY DISPUTE HEARD AS A COLLECTIVE OR CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY, AND EACH PARTY HEREBY WAIVES ANY RIGHT TO ASSERT CONSOLIDATED CLAIMS WITH RESPECT TO ANY DISPUTES SUBJECT TO ARBITRATION UNDER THESE TERMS AND CONDITIONS OR ANY DISPUTES BETWEEN THE PARTIES. NO ARBITRATION OR PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.

25. LIMITATION OF TIME TO FILE CLAIMS

ANY ACTION, CLAIM OR DISPUTE YOU HAVE AGAINST US MUST BE FILED WITHIN ONE (1) YEAR, UNLESS PROHIBITED BY APPLICABLE LAW. THE ONE-YEAR PERIOD BEGINS WHEN THE CLAIM OR NOTICE OF DISPUTE FIRST COULD BE FILED. IF A CLAIM OR DISPUTE IS NOT FILED WITHIN ONE YEAR, IT IS PERMANENTLY BARRED.

26. MISCELLANEOUS

A. Notices.

You agree that we may provide you with notices, including those regarding changes to these Terms and Conditions, by e-mail to the address you provide to us. Your on-going use of the Platform after any such notice is deemed acknowledgement of your acceptance of such information, including any Terms and Conditions, as updated.

B. Entire Agreement.

These Terms and Conditions constitute the entire agreement between you and us with respect to the Platform and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereto. No failure to exercise, and no delay in exercising, on the part of you or us, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms and Conditions and any other terms (aside from any Additional Terms and Conditions duly entered into pursuant to these Terms and Conditions), the terms of these Terms and Conditions shall govern. If any provision of these Terms and Conditions is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve, as closely as possible, the effect of the original term and all other provisions of these Terms and Conditions will continue in full force and effect. The headings of sections and paragraphs in these Terms and Conditions are for convenience only and shall not affect their interpretation.

C. Assignment.

We may freely assign these Terms in connection with a merger, reorganization, acquisition, or sale of assets, or by operation of law or otherwise.

D. Your Comments or Concerns.

The Platform is operated by Everlywell. All feedback, comments, requests for technical support and other communications relating to the Platform can be submitted here.

Thank you for using our Platform.