TERMS AND CONDITIONS

SpadeRX, Inc. and/or its affiliates or subsidiaries (collectively, “Company”, “we”, or “us”) owns and operates the website located at www.SpadeRx.com, any other Company website(s), or any mobile application related thereto (collectively, the “Platform”). Your access and use of the Platform, including its content (“Content”), any products or services provided through the Platform or otherwise by Company, and any affiliated website, underlying software, or application owned or operated by Company (collectively, including the Platform and the Content, the “Service”) are governed by these Terms and Conditions (“Terms and Conditions” or “Agreement”).

Please read this Agreement carefully. In this Agreement, the terms “you” and “yours” refer to the person using the Service, or in the case of a use of the Service by or on behalf of a minor, “you” and “yours” refer to and include (i) the parent or legal guardian who provides consent to the use of the Service by such minor or uses the Service on behalf of the minor; and (ii) the minor for whom consent is being provided or on whose behalf the Service is being utilized. Please see the “Limited Use and Availability” Section of this Agreement for more information regarding use of the Service by minors and applicable limitations on such use. Notwithstanding the foregoing, the Service is not intended for individuals under the age of thirteen (13), and individuals under the age of thirteen (13) are prohibited from using all or any part of the Service or entering into this Agreement, even if a parent or legal guardian would be willing to provide consent to use of the Service or this Agreement.

Acceptance of Terms and Conditions

Your access to and use of the Service is subject to this Agreement, as well as all applicable laws and regulations. If you do not accept and agree to be bound by this Agreement in its entirety, you are strictly prohibited from visiting, accessing, registering with and/or using the Service or any information or Content provided through the Service, except as necessary to review this Agreement. The Service is continually under development, and we reserve the right to revise or remove any part of this Agreement or the Service in our sole discretion at any time and without prior notice to you. Any changes to this Agreement are effective upon posting. Unless otherwise indicated, any new Content added to the Service is also subject to this Agreement upon posting. If you disagree with this Agreement or any terms or conditions herein, your sole remedy is to discontinue your use of the Service. Your continued use after a change to this Agreement has been posted constitutes your acceptance of this Agreement as modified by such changes.

BY CLICKING “I AGREE,” CHECKING A RELATED BOX TO SIGNIFY YOUR ACCEPTANCE, USING ANY OTHER ACCEPTANCE PROTOCOL PRESENTED THROUGH THE SERVICE (AS DEFINED BELOW) OR THROUGH YOUR CONTINUED USE OF THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY THIS AGREEMENT (hereinafter defined). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT CREATE AN ACCOUNT OR USE THE SERVICE.

YOU HEREBY GRANT AGENCY AUTHORITY TO ANY PARTY WHO CLICKS ON THE “I AGREE” BUTTON OR OTHERWISE INDICATES ACCEPTANCE TO THESE TERMS AND CONDITIONS ON YOUR BEHALF.

ARBITRATION NOTICE: YOU AGREE THAT ANY DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR THE SERVICE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW. WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION BELOW.

THIS AGREEMENT IS SUBJECT TO CHANGE AT ANY TIME.

Your Relationship with Us

We make available to individuals who register as users of the Service (“Users”) certain products and services sold or offered by Company as well as by third party medical providers, pharmacies, or other vendors via our Service. The Service may also provide access to prescription fulfillment services offered by certain pharmacies of our choice (“Pharmacies”) and may offer laboratory services from certain laboratories of our choice (“Labs”). You agree and understand that your prescription(s) may be filled by and transferred between any Pharmacies and agree that the Service may do so on your behalf. We may also provide you with access to a Good Faith Examination service provider (“GFE Provider”). By accepting this Agreement, you acknowledge and agree that any services you receive from the Pharmacies, Labs, or GFE Providers through the Service are also subject to this Agreement, and that the Pharmacies, Labs, or GFE Providers are third party beneficiaries of this Agreement.

We do not control or interfere with the practice of medicine by the GFE Providers, each of whom is solely responsible for directing the treatment they provide to you. By accepting this Agreement, you acknowledge and agree that Company is not a SpadeRX provider and that by using the Service, you are not entering into a doctor-patient or other SpadeRX provider-patient relationship with Company. By using the Service, you may, however, be entering into a doctor-patient or other SpadeRX provider-patient relationship with the GFE Providers. Further, we do not control or interfere with any professional service provided by the Pharmacies and Labs, each of which is solely responsible for their provision of any professional services rendered via the Service.

By accepting this Agreement, you acknowledge and agree that the GFE Providers may send you messages, reports, and emails via the Service regarding your diagnosis and/or treatment. You understand and agree that Company is not responsible for the security or privacy of communications services you use to receive the aforementioned messages, reports, and emails sent via the Service. You further understand and agree that it is your sole responsibility to monitor and respond to these messages, reports, and emails and that neither Company nor a GFE Provider will be responsible in any way and you will not hold Company or the GFE Provider liable for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or for your failure to comply with any treatment recommendations or instructions.

Although you are not establishing a doctor-patient or other SpadeRX provider-patient relationship with us, by using the Service you are establishing a direct customer relationship with us to use the Service, including the purchase of any prescription and non-prescription products or medical and non-medical services sold directly to you by Company via the Service. In connection with such relationship, you may provide to us, or cause to be provided to us on your behalf, personal information, including health information, that is subject to use by us in accordance with our Privacy Policy. Please refer to the “Privacy Policy” section and the “Protected Information” section below for additional information, as well as our Privacy Policy located on the Service.

Notice Regarding Your Financial Responsibility for Services

Company is not a participating provider with any federal or state SpadeRX programs (i.e., Medicare, Medicaid) for the provision of any SpadeRX services or prescriptions. By choosing to use the Service, you are specifically choosing to obtain products and services on a cash basis outside of any federal or state SpadeRX program and you shall be solely responsible for the costs of any service or product provided to you.

Prescription Products

Certain products available through the Service require a valid prescription by a licensed SpadeRX provider. You will not be able to obtain a prescription product unless you have completed a consultation with one of the GFE Providers, the GFE Provider has determined the prescription product is appropriate for you, and the GFE Provider has written a prescription.

If a GFE Provider determines a prescription product is appropriate for you and writes a prescription, you will receive information about creating a subscription for such product. Not all prescriptions fulfilled by the Pharmacies use child-resistant packaging and your prescription product may not be dispensed in a child-resistant container.

If you complete a consultation with a GFE Provider and fill a prescription through one of the Pharmacies, the prescription product is shipped to you by the applicable Pharmacy and the costs associated with the prescription are included in the total charged to you by the Service as described in the “Subscription Products” section above.

Prescription products available through the Service are “Third-Party Goods and Services” as described in the Third-Party Goods and Services section of this Agreement.

Auto-Renew Subscriptions

Certain products and services require that you purchase the product and/or service on an automatically renewing subscription basis. Your provided method of payment will be automatically charged at regular intervals as described for that auto-renewing subscription product or service during the checkout process until you cancel your subscription. Your first renewal may be charged early to prevent any discontinuity in treatment. You may cancel a subscription at any time. Cancellation will take effect at the end of the current subscription period. Your subscription will automatically renew for another subscription period unless you cancel at least two (2) days before the applicable renewal processing date of your subscription. We do not offer refunds for partially used subscription periods. We may also offer you the ability to pause your subscription for a specified period of time. If you do not cancel before the end of the pause period, automatic charges to your payment method will resume automatically.

Laboratory Products and Services

Certain laboratory products or services available through the Service, including at-home testing kits and services, require a valid prescription or order by a licensed SpadeRX provider. You will not be able to obtain such laboratory services unless you have completed a consultation with one of the GFE Providers, the GFE Provider has determined the laboratory product and/or service is appropriate for you, and the GFE Provider has prescribed or ordered the laboratory product and/or service.

Currently, laboratory products and services offered through the Service can only be ordered and fulfilled through the Labs and are not available through local laboratories. If you receive laboratory products and/or services from a Lab through the Service, the applicable testing materials are shipped to you by the applicable Lab, and the costs associated with the laboratory products and services are included in the total charged to you by the Service.

Limited Use and Availability

Our Service is currently only available to individuals who are located in states in which we offer the GFE Service, are at least eighteen (18) years of age or older, or at least the age of majority in their jurisdiction of residence, if higher than eighteen (18), and who have accepted this Agreement. By visiting, accessing, registering with, or using the Service, you are (a) representing and warranting to us that you are at least eighteen (18) years of age or older or at least the age of majority in your jurisdiction of residence, if higher than eighteen (18), (b) representing and warranting to us that when you use the Service to consult with a GFE Provider, you are located in the same state as the shipping address you provide in your account at the time that you conduct such consultation; (c) agreeing to comply with all applicable laws in visiting, accessing, registering with, or using the Service; and (d) agreeing that you will only use the Service for lawful purposes. Our Service is subject to state regulations and may change from time to time due to changes in applicable regulatory requirements.

Consent to Use of Telehealth Services

Telehealth involves the delivery of health services using electronic communications, information technology, or other means between a SpadeRX provider and a patient who is not in the same physical location. While the provision of SpadeRX services using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth. Telehealth services are not a substitute for in-person care in all cases. In order to use the Service, you will be required to review and agree to an informed consent regarding the use of telehealth (the “Patient Consent”) that will be provided to you via the Service. You agree that Company is a third-party beneficiary of the Patient Consent and has the right to enforce it against you.

Duty to Provide Information, Access, and Connectivity

You are responsible for making all technological arrangements necessary for you to have access to the Website and ensuring that all persons who access the Website through your internet connection or mobile device are aware of these Terms of Use and comply with them.

Privacy Policy

Company understands the importance of confidentiality and privacy regarding your personal information. Please see our Privacy Policy located on the Service for a description of how we may collect, use, and disclose your personal information.

Protected Health Information

When you set up an account with the Service, and in using certain components of the Service, you may be required to provide certain medical information that may be protected under applicable laws. Company is not a “covered entity” under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, “HIPAA”). One or more of the Pharmacies, Labs, or GFE Providers may or may not be a “covered entity” or “business associate” under HIPAA, and Company may in some cases be a “business associate” of a Pharmacy, Lab, or GFE Provider. It is important to remember that, while state-specific privacy laws may apply, HIPAA does not necessarily apply to an entity or person simply because there is health information involved, and HIPAA may not apply to your transactions or communications with Company, the GFE Providers, the Labs, or the Pharmacies. To the extent Company is deemed a “business associate” however, and solely in its role as a business associate, Company, may be subject to certain provisions of HIPAA with respect to “protected health information,” as defined under HIPAA, that you provide to the Labs, Pharmacies, or GFE Providers (“PHI”). In addition, any medical or health information that you provide that is subject to specific protections under applicable state laws (collectively, with PHI, “Protected Information”), will be used and disclosed only in accordance with such applicable laws. However, any information that does not constitute Protected Information under applicable laws may be used or disclosed in any manner permitted under our Privacy Policy. Protected Information does not include information that has been de-identified in accordance with HIPAA.

The GFE Providers have adopted a Notice of Privacy Practices that describes how they use and disclose Protected Information. By accessing or using any part of the Service, you are acknowledging acceptance of the Notice of Privacy Practices from the GFE Providers.

By using the Service, you are agreeing that even if HIPAA does apply to Company, the GFE Providers, the Labs, or the Pharmacies, any information that you submit to Company that is not intended and used solely for the provision of diagnosis and treatment by the GFE Providers, prescription fulfillment by the Pharmacies, or laboratory services by the Labs, is not considered Protected Information, and will only be subject to our Privacy Policy and any applicable state laws that govern the privacy and security of such information.

Registration; User Accounts, Passwords, and Security

You are obligated to register and set up an account in order to access the Service, and the Service is available only to Users who have registered and have been granted accounts with usernames and passwords. You agree to accurately maintain and update any information about yourself that you have provided to Company, or its GFE Providers, the Labs or the Pharmacies. If you do not keep such information current, or fail to submit truthful, accurate and complete information, or we suspect certain information to be untruthful or inaccurate, we have the right to suspend or terminate your account and your use of the Service at our sole discretion. You also agree to immediately notify Company of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Service by contacting Company. In addition, you agree to keep confidential your username and password and to exit from your User account at the end of each session. Company explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You may not use anyone else’s account at any time.

When establishing an account, you will be required to provide a username and password that will be used as your login for your account. To help protect the privacy of data you transmit through the Service, where personally identifiable information is requested, we also use technology designed to encrypt the information that you input before it is sent to us using Secure Sockets Layer (SSL) technology or similar encryption technology. In addition, we take steps to protect the User data we collect against unauthorized access. However, you should keep in mind that the Service and our services are run on software, hardware, and networks, any component of which may, from time to time, require maintenance or experience problems or breaches of security beyond our control. In addition, persons with access to your computer, phone, or other mobile or other devices may be able to access the Service and information about you, including medical information, contained in the Service. It is your responsibility to affirmatively log out from your account when you are not actively using it. It is also your responsibility to secure and prevent unauthorized physical access to your computer, phone and other devices, and to protect the confidentiality of your username and password.

You are prohibited from violating, or attempting to violate, the security of the Service. Any such violations may result in criminal and/or civil penalties against you. Company may investigate any alleged or suspected violations and if a criminal violation is suspected, Company may cooperate with law enforcement agencies in their investigations.

Ownership of the Service

The Service and the information and Content available through the Service are protected by copyright laws throughout the world. Subject to this Agreement, Company grants you a limited, non-transferable, revocable license to access and use the Service for your personal use. You agree that Company and its affiliates own all rights, title and interest in the Service (including but not limited to any computer code, themes, objects, concepts, photographs, product descriptions, blog posts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service. Company’ stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Service are the trademarks of Company and may not be used without permission, including in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

License to Information Submitted via the Service

Subject to any limitations on Protected Information described herein, any information you transmit to Company via the Service, whether by direct entry, submission, email or otherwise (collectively, “Submissions”), will, to the extent permitted under applicable law, be treated as non-confidential and non-proprietary. You agree that you are responsible for all of the Submissions that you provide to the Service. In addition to the foregoing, Company shall have the right, in its sole discretion, to edit, duplicate, or alter the Submission in any manner for any purpose that Company deems necessary or desirable, and you irrevocably waive any and all so-called moral rights you may have in the Submission. You further agree that you shall have no right of approval and no claim to compensation in connection with the Submission.

Prohibited Use

You are prohibited from using or attempting to use the Service: (i) for any unlawful, unauthorized, fraudulent or malicious purpose; (ii) in any manner that could damage, disable, overburden, or impair any server, or the network(s) connected to any server; (iii) in any manner that could interfere with any other party’s use and enjoyment of the Service; (iv) to gain unauthorized access to any other accounts, computer systems, or networks connected to any server or systems; (v) to access systems, data, or information not intended by Company to be made accessible to a user; (vi) to reverse engineer, disassemble or decompile any section or technology on the Service; or (vii) for any use other than the purpose for which it was intended.

In addition, in connection with your use of the Service, you agree you will not: (a) upload or transmit any message, information, data, text, images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic, or that may invade another’s right of privacy or publicity; (b) create a false identity or duplicative accounts for the purpose of misleading others or impersonate any person or entity; (c) upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, spyware or any other similar software or programs that may damage the operation of another’s computer or property of another; (d) manipulate or otherwise display the Service by using framing, mirroring or similar navigational technology; (e) register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services; (f) harvest or otherwise collect information about others, including email addresses; (g) use any robot, spider, scraper, or other automated or manual means to access the Service, or copy, download, distribute or reproduce any content or information on the Service; or (h) assist or permit any person in engaging in any of these activities.

Company reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including without limitation the suspension or termination of a User's access and/or account. Company may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.

Third-Party Goods and Services

Parties other than Company, including Labs, Pharmacies, and GFE Providers, provide services or sell products through the Service (collectively, “Third Parties”), and Company may also make available to you for purchase certain services, devices, items or products manufactured, distributed or sold by Third Parties (“Third-Party Goods and Services”). Your use of any Third-Party Goods and Services and any interactions with Third Parties, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such use or interactions, are solely between you and such Third Parties.

You agree that Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of your use of the Service, including any Third-Party Goods and Services or your interactions with any Third Parties. In the event of any dispute between you and any Third Party you understand and agree that Company is under no obligation to become involved in such dispute, and you hereby release and indemnify Company, and their respective corporate parents, subsidiaries, and affiliates, and all of their respective contractors, directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys (collectively, “Company Parties”) from any and all claims, demands and/or damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Service or the features and services therein. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Certain of Company’ shareholders, directors, officers, employees, contractors or agents (collectively, “Company Owners and Personnel”) may have a financial interest in one or more Third Parties and may profit from your use of the Third Parties and/or the sale of Third-Party Goods and Services to you.

Terms of Sale

All products offered for sale by Company are subject to availability and we reserve the right to impose quantity limits on any order or reject all or any part of an order without prior notice. In the event of an error, we reserve the right to correct the error and revise your order accordingly (which includes charging the correct price) or to cancel the order and refund any amount charged. Prices for products are subject to change at any time. You are responsible for any applicable sales, use, duty, customs or other governmental taxes, levies or fees (“Taxes”) due with respect to your purchase of products or services through our Service. We will collect applicable Taxes if we determine we have a duty to collect Taxes. We will present an estimate of Taxes we collect at checkout, except where we have clearly stated in writing that a price includes Taxes. The actual Taxes charged may be adjusted from the amount shown at checkout. Several factors may cause this, such as variances between processor programs and changes in tax rates. We are not required to, and do not, collect Taxes in all states. You may have a duty to directly report and pay Taxes if we do not collect such Taxes.

Only valid payment methods acceptable to us may be used to complete a purchase via the Service. You represent and warrant that you are authorized to use your designated payment method. You authorize us to charge your designated payment method for the total amount of your order (including any applicable taxes and shipping and handling charges) and any recurring subscriptions. If your designated payment method is declined, we will attempt to process your charge until the transaction is approved. We and our third-party payment service providers may request, and may receive, updated payment card information from your payment card issuer, such as updated card numbers and expiration date information when your credit card has expired. If such updated information is provided to us and our third-party payment service providers, you agree we may update your account information accordingly, and will use such updated information to process payments for your future purchases and applicable subscription charges (including any applicable taxes, shipping and handling charges). We are not responsible for any fees or charges that your bank or payment card issuer may apply. If your bank or card issuer reverses a charge to your payment card, we may bill your account directly and seek payment by another method including a mailed statement.

All credit card, debit card and other monetary transactions on or through the Service may occur through an online payment processing application(s) accessible through the Service (“Payment Vendor”) such as Stripe. Company’ relationship with Payment Vendors, if any, is merely contractual in nature, as Payment Vendors are nothing more than third-party vendors to Company and are in no way subject to Company’ direction or control.

Termination

Company may terminate your use of the Service or any of our features or services at any time and for any reason without notice, including, for example, for conduct violating this Agreement, if any or all of the agreements between Company and the Labs or Pharmacies terminate or if we discontinue the Service. The provisions of this Agreement concerning Service security, prohibited activities, copyrights, trademarks, user Submissions, disclaimers, limitation of liability, arbitration and resolution of Disputes, indemnity and jurisdictional issues shall survive any such termination or any other termination of this Agreement or your relationship with Company. You agree that if your use of the Service is terminated pursuant to this Agreement, you will not attempt to use the Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold all Company Parties harmless from any and all liability that any such Company Parties may incur with respect thereto.

Except as otherwise provided in the Privacy Policy or as required by applicable law (including any obligation to provide access to health records), we have no obligation, whether before or after the termination of your use of the Service, to return or otherwise provide to you or any third party on your behalf any information you provide to us, or any other information that we may have that relates to you.

Disclaimers

Content and other information contained on the Service is provided by Company as a convenience. Users relying on Content or other information from the Service do so at their own risk.

THE SERVICE IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. ANY ACCESS TO OR USE OF THE SERVICE IS VOLUNTARY AND AT THE SOLE RISK OF THE USER. YOUR USE OF THE WEBSITE, AND ANY SERVICES, CONTENT, OR MATERIALS OBTAINED THROUGH THE WEBSITE, IS AT YOUR OWN RISK. COMPANY AND EACH THIRD PARTY OFFERING PRODUCTS OR SERVICES THROUGH THE SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, SATISFACTORY QUALITY AND FITNESS FOR PARTICULAR PURPOSE WITH REGARD TO THE SERVICE, AND WITH RESPECT TO ANY INFORMATION, CONTENT, PRODUCT, SERVICE, MERCHANDISE OR OTHER MATERIAL PROVIDED ON OR THROUGH THE SERVICE. COMPANY DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR USEFULNESS OF THE SERVICE. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, IMPERFECTIONS, CORRUPTION, CYBER ATTACK, VIRUSES, MALWARE, OR ANY ADVERSE INCIDENT.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, THE LABS, THE PHARMACIES, OR THE GFE PROVIDERS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY AND CONSEQUENTIAL DAMAGES, PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, OR WRONGFUL DEATH, LOSS OF DATA, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE, INCLUDING ANY INFORMATION AND CONTENT MADE AVAILABLE THROUGH THE SERVICE OR ANY SERVICES PERFORMED OR PRODUCTS OFFERED BY THIRD PARTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $1,000.

ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold Company Parties and any Third Parties offering products or services through the Service, harmless from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your use of the Service, your fraud, violation of law, or willful misconduct, any breach by you of this Agreement or your violation of any rights of any other person or entity. We reserve the right to control the defense of any claim by a third party for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us.

Notices

Any notices to you from Company regarding the Service or this Agreement may be made by email, or regular mail, in the sole discretion of Company.

Electronic Communications

When you access or use the Service or send emails or SMS messages to us or a GFE Provider, you are communicating with us and such GFE Provider electronically. You consent to receive communications from us and the GFE Providers electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in this Agreement.

Copyright

It is Company’ policy to terminate use of the Service by any User who repeatedly infringes copyright protections upon prompt notification to Company by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Service of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Entire Agreement

This Agreement and any other agreements Company may post on the Service or that you and Company may execute from to time constitute the entire agreement between Company and you in connection with your use of the Service and supersede any prior agreements between Company and you regarding use of the Service, including prior versions of this Agreement.

Dispute Resolution

Except as regarding any action seeking equitable relief, including without limitation for the purpose of protecting any Company confidential information and/or intellectual property rights, any controversy or claim (“Dispute”) arising out of or relating to these Terms of Service or the Website shall be settled by binding arbitration in accordance with the commercial rules of the American Arbitration Association. Any such Dispute shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be held in a location chosen by Company in its sole and absolute discretion.

All information relating to or disclosed by any party in connection with the arbitration of any Disputes hereunder shall be treated by the parties, their representatives, and the arbitrator as proprietary business information. Such information shall not be disclosed by any party or their respective representatives without the prior written authorization of the party furnishing such information. Such information shall not be disclosed by the arbitrator without the prior written authorization of all parties. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings.

Judgment upon the award returned by the arbitrator may be entered in any court having jurisdiction over the parties or their assets or application of enforcement, as the case may be, in the State or Federal courts located in California. Any award by the arbitrator shall be the sole and exclusive remedy of the parties. The parties hereby waive all rights to judicial review of the arbitrator's decision and any award contained therein. Any action or proceeding by either of the Parties to enforce an arbitrator’s decision shall be brought in any state or federal court located in California.

YOU HEREBY WAIVE ANY RIGHT TO SUE IN COURT AND SPECIFICALLY WAIVE YOUR RIGHT TO A JURY TRIAL.

Governing Law; Venue; Severability of Provisions

This Service is controlled and operated by Company from our offices within California. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent applicable. Access to the Service from jurisdictions where the contents of the Service are illegal or penalized is prohibited.

The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of California, without regard to any conflicts of law provisions.

All parts of this Agreement apply to the maximum extent permitted by law. Our failure to enforce any provision of this Agreement will not constitute a waiver of such right. We both agree that if we cannot enforce a part of this Agreement as written, then that part will be replaced with terms that most closely match the intent of the unenforceable part to the extent permitted by law. Except as otherwise provided in this Agreement, the invalidity of part of this Agreement will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.

Third Party Beneficiaries

Any use of third-party software provided in connection with the Service, or any Third-Party Goods and Services accessed or used in connection with the Service, will be governed by the applicable third party’s license or terms of use, if any, and if there is no such license or terms of use, by this Agreement. In addition to this Agreement, your use of the Service must comply with all applicable Third Party’s terms of agreement, if any.

Except for the foregoing or as otherwise specifically set forth in this Agreement, including with respect to the indemnification obligations contained herein in favor of Company, the Pharmacies, the Labs, and the GFE Providers and the agreement to arbitration, we hereby expressly agree that there is no intent by either party to create or establish third party beneficiary status rights or their equivalent in any other referenced individual, subcontractor or third party, and, except as specifically set forth in this Agreement, that no third party shall have any right to enforce any right or enjoy any benefit that is created or established under this Agreement.

Contacting Us

If you have any questions or concerns about this Agreement, please contact us. We will attempt to respond to your questions or concerns promptly after we receive them.