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eMindful is a leading provider of purpose-driven mindfulness solutions that improve health, happiness, and performance.

Mindfulness is simply paying attention to what is happening in the present moment, with openness, curiosity and willingness to be with what is.

These Terms of Service apply to the web site located at www.emindful.com and the subdomains thereof (the “Site”). These Terms of Service also apply to various online services and applications provided by eMindful on or through the Site, as well as any mobile/tablet applications that link to or reference these Terms of Service (collectively, the “Services”). Your access to and use of the Site and the Services (whether or not you are a registered subscriber) is subject to these Terms of Service (including the Privacy Policy of the Site) and all applicable laws, rules and regulations. By accessing and using this Site and/or the Services, you signify your assent to these Terms of Service. These Terms of Service (including the Privacy Policy) may be amended or modified at the sole discretion of eMindful Inc. (“eMindful ” or “we”, “us” or “our”), or new conditions may be imposed by eMindful, at any time, with or without notice. Any such changes or additions will be reflected by an update of this posting.

Please check these Terms of Service periodically for changes. Your continued use of the Site and/or the Services following the posting of changes to these Terms of Service (including the Privacy Policy) will mean you accept those changes. If you do not agree to these Terms of Service (including the Privacy Policy), do not use the Site and/or the Services.

This Site Does Not Provide Medical Advice

All materials presented on this Site are for informational purposes only. The content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never delay seeking professional treatment or advice because of anything you may have read on our Site! If you think you may have a medical emergency, call your doctor or (in the United States) 911 immediately.

We do not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on this Site. Reliance on any information contained on the Site is solely at your own risk.

REGISTRATION

Privacy

In order to access certain features of the Site and/or Services, you may be required to register with eMindful by providing certain personally identifiable information about yourself, including, but not limited to, your name and email address. In consideration for our granting you access to these features of the Site and Services, you hereby expressly agree to provide true, accurate, current and complete information about yourself as requested and as necessary for our provision of, and/or your registration for the use of, those features of the Site and Services, subject to all applicable laws, rules and regulations. If you provide any information that is untrue, inaccurate, not current or incomplete, or otherwise violates these Terms of Service or any of the Code of Conduct (below), or if eMindful has reasonable grounds to suspect that the information that you have provided is untrue, inaccurate, not current or incomplete, or otherwise violates these Terms of Service or any of the Code of Conduct (below). we have the absolute right to suspend or terminate your account at any time and refuse you any and all current or future use of the Site and Services. For details concerning how such personally identifiable information is collected, used, disclosed and otherwise managed please see our Privacy Policy, which is incorporated herein by this reference.

User Display

In order to use certain functionalities of the Site and/or Services, you may be asked to select a display name (a “Display Name”) for identification purposes. You must not use any Display Name that violates these Terms of Service or any of the Code of Conduct (below). You may also receive or choose a password upon completing the registration process. You are solely responsible for maintaining the confidentiality of the password, and are solely responsible for all activities that occur under your password. Without limiting anything else in these Terms of Service, we are not responsible for any loss or damage whatsoever arising out of or related to your failure to comply with this paragraph.

Code of Conduct

You agree not to use the Site and Services, including but not limited to, transmitting messages, links or submissions in any manner that:

1. imposes an unreasonable or disproportionately large load on the Site’s infrastructure, interferes or disrupts the Site, the Services or the networks connected thereto or otherwise restricts or inhibits any other user from using and enjoying the Site or the Services;

2. is, or encourages conduct that is, unlawful, threatening, abusive, bigoted, hateful, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, indecent, or otherwise deemed objectionable by eMindful;

3. constitutes, advocates or encourages conduct that would constitute or give rise to a criminal offense, civil liability or other violation of any local, state, national or international law;

4. violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right or reveals confidential information or trade secrets in an unauthorized manner;

5. contains any virus, Trojan horse, worm, time bomb, cancelbot or other similar harmful or deleterious programming routine;

6. harms or attempts to harm minors;

7. contains any information, software or other material of a commercial nature;

8. contains advertising, promotions, spam or commercial solicitations of any kind;

9. constitutes or contains false or misleading indications of origin or statements of fact; or

10. contains material irrelevant to the subject matter, including that which incites disputes, demeans, or wishes injury on us or other users.

Clauses (i) – (x) shall collectively be referred to as the “Code of Conduct”.

Complaints and Grievances

If for any reason you are dissatisfied with eMindful’s service or programs, you have the right to right to file a complaint or grievance. To submit a grievance, email Support@emindful.com. 

If you would like a copy of eMindful’s grievance policy, please contact our support team by emailing Support@emindful.com.

General Prohibited Uses

You agree that in connection with your use of the Site and the Services, you will not:

1. harvest or collect email addresses or other contact information of other users by electronic or other means or by engaging in spidering, screen scraping, database scraping or other such activity;

2. delete or revise any material or other information of any other user of the Services;

3. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of one or more of the Services;

4. use any device, software or routine to interfere or attempt to interfere with the proper working of one or more of the Services or any activity being conducted on this Site;

5. use or attempt to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Services to harvest or otherwise collect information from the Services to be used for any commercial purpose;

6. allow any other person or entity to use your Display Name or password for posting or viewing comments or sending or receiving materials;

7. attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Services;

8. access data not intended for you, gain unauthorized access to the Services or log into a server or account that you are not authorized to access;

9. attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

1. attempt to interfere with service to any user, host or network, including, without limitation, by way of submitting a virus to, or overloading, “flooding”, “spamming”, “mailbombing” or “crashing” the Services; or

1. forge any TCP/IP packet header or any part of the header information in any email or posting.

Violations of system or network security may result in civil or criminal liability.

eMindful reserves all rights to investigate occurrences that may involve violations of the use of the Site and/or Services or of the law, and eMindful may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

Rights Granted by You

By using this site and the content, You understand and agree that eMindful, anyone acting on behalf of eMindful, and eMindful’s licensees, successors, and assigns, shall have the right, where permitted by law, to print, publish, broadcast, distribute, and use in any media now known or hereafter developed, in perpetuity and throughout the World, without limitation, your name, portrait, picture, voice, likeness, image, statements about the site or content, and biographical information, for news, publicity, information, trade, advertising, public relations, and promotional purposes without any further compensation, notice, review, or consent. The previous statement does not apply to any information classified as protected health information (PHI) which is protected by the Health Insurance Portability and Accountability Act (HIPAA) and the Health Information Technology for Economic and Clinical Health (HITECH) Act. 

Use of Content

You may view or download a single copy of the material on our Site solely for your personal, noncommercial use if you include the copyright and proprietary rights notices that are contained in the content. Any special rules for the use of certain software and other items accessible on the Site may be included elsewhere within the Site and are incorporated into these Terms and Conditions by reference.

The Content is protected by copyright under both United States and foreign laws. Title to the Content remains with our organization or our licensors. Any use of the Content not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other laws. Content and features are subject to change or termination without notice. All rights not expressly granted herein are reserved to our organization and our licensors.

If you violate any of these Terms and Conditions, your permission to use the Content automatically terminates and you must immediately destroy any copies you have made of any portion of the Content.

Submitted Emails

By submitting material to any of our servers, for example by e-mail or via World Wide Web pages, you agree to the following terms. You make the material available for eMindful’s internal use knowing that if you are accessing the site through a company portal we may communicate submitted materials with your employer. You agree to indemnify us if any third party takes action against us in relation to the material you submit. You agree not to take action against us in relation to material that you submit.

Liability

The use of this Site and the Content is at your own risk.

This Site and the content are provided on an “as is” basis. OUR ORGANIZATION, OUR LICENSORS, AND OUR SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND

FITNESS FOR PARTICULAR PURPOSE. Without limiting the foregoing, our organization, our licensors, and our suppliers make no representations or warranties about the accuracy, reliability, completeness, currentness, or timeliness of the materials, software, text, graphics, links, or communications provided on or through the use of this Site.

In no event shall our organization, our licensors, our suppliers, or any third parties mentioned on the Site be liable for any damages (including, without limitation, incidental and consequential damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from the use of or inability to use this Site or the content, whether based on warranty, contract, tort, or any other legal theory, and whether or not we are advised of the possibility of such damages. Our organization shall be liable only to the extent of actual damages incurred by you, not to exceed U.S. $1000. We are not liable for any personal injury, including death, caused by your use or misuse of the Site or the Content. Any claims arising in connection with your use of the Site and/or Content must be brought within one (1) year of the date of the event giving rise to such action occurred. Remedies under these Terms and Conditions are exclusive and are limited to those expressly provided for in these Terms and Conditions.

One Percent Challenge Terms And Conditions

NO PURCHASE IS NECESSARY TO ENTER OR EARN REWARDS. A PURCHASE DOES NOT INCREASE THE CHANCES OF WINNING.

Overview: eMindful provides two types of Campaigns. One is public and is called the “One Percent Challenge” or “OPC” and one is available only to corporate users of our programs and this is called the “Corporate One Percent Challenge” or “Corporate OPC”.

Eligibility: This OPC is open only to those who register at eM Life (emlife.emindful.com) or on a partner site with an embedded module with the official 1% Challenge opt-in registration details and who are 18 years of age or older as of the date of entry. The OPC is only open to legal residents of United States of America, except it is not open to residents of the state of Rhode Island, and is void where prohibited by law. Only Contestants who can prove their location are eligible to earn Rewards, though all Contestants from anywhere in the world may participant in the OPC and accrue minutes of mindfulness for the benefit of charity. Employees of any organization that receives benefits from eMindful or that provides rewards or prizes to eMindful, and their affiliates, subsidiaries, advertising and promotion agencies, and suppliers, (collectively the “Employees”), and immediate family members and/or those living in the same household of Employees are not eligible to earn Rewards from the OPC. The OPC is subject to all applicable federal, state, and local laws and regulations. Void where prohibited.

Agreement to Rules: By participating, the Contestant (“You”) agree to be fully unconditionally bound by these Rules, and You represent and warrant that You meet the eligibility requirements. In addition, You agree to accept the decisions of eMindful as final and binding as it relates to the content of this OPC.

OPC Period: Entries will be accepted online starting at some point during the last week of December (“Registration Start Date”). For registrants who register prior to the Registration Start Date the Challenge begins the first time

you attend a live “Mindful Daily” session in the following January. In the event you do not come back in the month of January you will be entered as of January 31. For registrants who register during the month of January, Contestants’ Challenge begins the day of registration or if a Contestant registers after 6:00pm ET on a given day then Contestant’s Challenge begins the following day. The earliest OPC Period end date would be when a Contest registers on or before January 1 6:00am ET, and attends a class on January 1, at which point the 30-day OPC Period would end January 30, 11:59pm ET. The latest OPC Period end date would be if a Contestant registers January 31, at 11:59pm ET, at which point the 30-day OPC Period would end March 2 at 11:59pm ET.

How to Enter: The OPC must be entered by registering for the 1% Challenge at emlife.emindful.com/14minutes or other URLS’s at emlife.emindful.com. The entry must fulfill all OPC requirements, as specified, to be eligible to win a Reward. Entries that are incomplete or do not adhere to the rules or specifications may be disqualified at the sole discretion of eMindful. You may enter only once. You must provide the information requested. You may not enter more than once by using multiple email addresses, identities, or devices in an attempt to circumvent the rules. If You use fraudulent methods or otherwise attempt to circumvent the rules, your submission may be removed from eligibility at the sole discretion of eMindful.

How to Participate: Contestants are able to utilize the eMindful Life platform free for 30 days during the OPC Period, and to participate in the live Mindful Daily sessions available multiple times per day every day of the week.

Participation in the Mindful Daily sessions will be tracked by eMindful and requires the use of Cisco WebEx software. There are currently Mindful Daily sessions of two lengths that are available, one of 14 minutes and one of 30 minutes duration. You acknowledge that the published class times are approximate and that the classes may start or end at other times for various reasons. You also acknowledge that because these classes are “live” there may be issues that prevent the class from occurring as expected. eMindful will track both the total number of minutes Contestant participates in live Mindful Daily sessions (not in recorded or video on demand sessions), and the total number of unique days Contestant logs in and participates in at least one Mindful Daily session (“Activity”).

Charity Donation: Mindful Daily session Activity and the total aggregate minutes are counted by attendance in full Mindful Daily sessions of at least 14 minutes, as tracked from an internet browser (mobile, tablet or desktop) or native smartphone app (iOS) in an active, selected state not hidden or in the background of other browser activities (“Valid Minutes”).

eMindful will provide two types of donations to the selected charities. First, eMindful will aggregate the total number of minutes Contestants participate in a Mindful Daily sessions for their Official Charity Partner and donate an equal number of minutes of mindfulness to that charity. Second, eMindful will make a financial donation to the Official Charity Partner(s) based on the aggregate minutes of participation. The Official Charity Partner that receives the most donated minutes during the OPC will receive an additional monetary donation of $5000, each subsequent Official Charity Partner with the most donated minutes will receive $1000, up to the first 10 organizations. All other  Official Charity Partner, if any, will not receive monetary donations. In the event only one Official Charity Partner is integrated into the OPC, the total monetary donation maximum will be $10,000 for the one Official Charity Party. If there is more than one Official Charity Partner the total monetary award will have a maximum of $15,000.

Rewards: The Winners of the OPC (the “Winner”) will receive variable rewards based on level of subscription, level of Activity, and availability of Rewards. Some of the prizes are in limited supply. WHILE SUPPLIES LAST, EVERYONE WHO ACHIEVES THE STATED LEVELS OF ACTIVITY WILL EARN THE STATED REWARDS. Contestant Activity levels and the associated Rewards are available for the highest award level granted. No Winner can win at more than one award level. The Rewards levels are specified at emlife.emindful.com/opc. If a prize runs out we reserve the right to substitute another prize of equivalent monetary value. Actual/appraised value of Prizes may differ at time of reward award. The specifics of the Reward shall be solely determined by eMindful. No cash or other Reward substitution shall be permitted except at eMindful’s discretion. The Reward is nontransferable.

Any and all Reward-related expenses, including without limitation any and all federal, state, and/or local taxes, or shipping and handling if applicable, shall be the sole responsibility of Winner. No substitution of Reward or transfer/assignment of Reward to others or request for the cash equivalent by Winner is permitted. Acceptance of Reward constitutes permission for eMindful to use Winner’s name, likeness, and entry for purposes of advertising and trade without further compensation, unless prohibited by law. Any Reward may be substituted for a different reward of equal monetary value at any time based on eMindful’s sole discretion.

Winner Notification: Winner will be notified by the email provided upon registration within five (5) days following the OPC. eMindful shall have no liability for Winner’s failure to receive notices due to spam, junk e-mail or other security settings or for Winner’s provision of incorrect or otherwise non-functioning contact information. If Winner cannot be contacted, is ineligible, fails to claim the reward within 30 days from the time award notification was sent, or fails to timely return a completed and executed declaration and release as required, the reward may be forfeited. Receipt by Winner of the reward offered in this OPC is conditioned upon compliance with any and all federal, state, and local laws and regulations. ANY VIOLATION OF THESE OFFICIAL RULES BY WINNER (AT EMINDFUL‘S SOLE DISCRETION) WILL RESULT IN WINNER’S DISQUALIFICATION AS WINNER OF THE OPC, AND ALL PRIVILEGES AS WINNER WILL BE IMMEDIATELY TERMINATED.

Rights Granted by You: By entering this OPC, You understand and agree that eMindful, anyone acting on behalf of eMindful, and eMindful’s licensees, successors, and assigns, shall have the right, where permitted by law, to print, publish, broadcast, distribute, and use in any media now known or hereafter developed, in perpetuity and throughout the World, without limitation, your entry, name, portrait, picture, voice, likeness, image, statements about the OPC, and biographical information for news, publicity, information, trade, advertising, public relations, and promotional purposes without any further compensation, notice, review, or consent.

Terms & Conditions: eMindful reserves the right, in its sole discretion, to cancel, terminate, modify or suspend the OPC should virus, bug, non- authorized human intervention, fraud, or other causes beyond eMindful’s control corrupt or affect the administration, security, fairness, or proper conduct of the OPC. In such case, eMindful may award no Rewards, some Rewards or change the Rewards, to be awarded to none, some or all of the Winners from all eligible entries received prior to and/or after (if appropriate) the action taken by eMindful. eMindful reserves the right, in its sole discretion, to disqualify any individual who tampers or attempts to tamper with the entry process or the operation of the OPC or website or violates these Terms & Conditions. eMindful in its sole discretion has the right to replace any Reward with a different reward of equal value. eMindful has the right, in its sole discretion, to maintain the integrity of the OPC, to void Entries for any reason, including, but not limited to: multiple entries from the same user from different IP addresses; multiple entries from the same computer in excess of that allowed by OPC rules; or the use of bots, macros, scripts, or other technical means for entering. Any attempt by an entrant to deliberately damage any website or undermine the legitimate operation of the OPC may be a violation of criminal and civil laws. Should such attempt be made, eMindful reserves the right to seek damages to the fullest extent permitted by law.

Limitation of Liability: By entering, You agree to release and hold harmless eMindful and its subsidiaries, affiliates, advertising and promotion agencies, partners, representatives, agents, successors, assigns, employees, officers, and directors from any liability, illness, injury, death, loss, litigation, claim, or damage that may occur, directly or indirectly, whether caused by negligence or not, from: (i) such entrant’s participation in the OPC and/or his/her acceptance, possession, use, or misuse of any reward or any portion thereof;

(ii) technical failures of any kind, including but not limited to the malfunction of any computer, cable, network, hardware, or software, or other mechanical equipment; (iii) the unavailability or inaccessibility of any transmissions, telephone, or Internet service; (iv) unauthorized human intervention in any part of the entry process or the Promotion; (v) electronic or human error in the administration of the Promotion or the processing of entries.

Disputes: THIS OPC IS GOVERNED BY THE LAWS OF UNITED STATES OF AMERICA AND FLORIDA, WITHOUT RESPECT TO CONFLICT OF LAW DOCTRINES. As a condition of participating in this OPC, Contestant agrees that any and all disputes that cannot be resolved between the parties and causes of action arising out of or connected with this OPC, shall be resolved individually, without resort to any form of class action, exclusively before a court located in Orange County, Florida having jurisdiction. Further, in any such dispute, under no circumstances shall Contestant be permitted to obtain awards for, and hereby waives all rights to, punitive, incidental, or consequential damages, including reasonable attorney’s fees, other than Contestant’s actual out-of-pocket expenses (i.e. costs associated with entering this OPC). Contestant further waives all rights to have damages multiplied or increased, and waives a jury trial.

Privacy Policy: Information submitted with an entry is subject to the Privacy Policy stated on the eMindful website. To read the Privacy Policy, https://emindful.com/privacy.html. Our intended use of the collected information is to provide you with products or services, to bill you for products and services you request, to market products and services which we think may be of interest to you, or to communicate with you for other purposes which are evident from the circumstances or about which we inform you when we collect Personal Data from you. In addition to the terms in the corporate Privacy Policy, and as associated with this OPC, eMindful may share certain registration information with our OPC Partners. The eMindful website uses cookies, tracking pixels and related technologies. Cookies are small data files that are served by our platform and stored on your device.

Our site uses cookies for a variety of purposes including to operate and personalize the website. Also, cookies may also be used to track by what path You came to the site, and how You use the site to target ads to you on other websites. Instructions on how You can opt out of receiving targeted advertising can be found at the DAA opt-out site www.aboutads.info or the NAI opt-out site at networkadvertising.org/choices.

Winners List: To obtain a copy of the Winner’s name or a copy of these Official Rules, mail your request along with a stamped, self-addressed envelope to: eMindful 10151 University Blvd Suite 198, Orlando FL 32817, USA. Requests must be received no later than 30 days after the end of the OPC.

The OPC hosted by eMindful is in no way sponsored, endorsed, administered by, or associated with Facebook, Twitter, Instagram, Pinterest or other social media service used during the OPC.

You, the Contestant, have affirmatively reviewed, accepted, and agreed to all of the Official Rules.

Corporate One Percent Challenge Terms and Conditions

NO PURCHASE IS NECESSARY TO ENTER OR EARN REWARDS. A PURCHASE DOES NOT INCREASE THE CHANCES OF WINNING.

Overview: eMindful provides two types of Campaigns. One is public and is called the “One Percent Challenge” or “OPC” and one is available only to corporate users of our programs and this is called the “Corporate One Percent Challenge” or “Corporate OPC”. The rules, rewards, prizes and structure of the Corporate OPC are specific the company and the employees, dependents’, and other users that have access to eMindful programs and services that are obtained by registering and logging into that Company’s specific portal.

Eligibility: A CORPORATE OPC is open only to those employees, dependents’, and other users that have access to eMindful programs and services that are obtained by registering and logging into that company’s specific portal, who register for their company’s Corporate OPC and who are 18 years of age or older as of the date of entry. The Corporate OPC is only open to legal residents of United States of America.

Only Contestants who can prove their location are eligible to earn Rewards, though any participant from anywhere in the world may participate in the Corporate OPC and accrue minutes of mindfulness for the benefit of charity. Employees of any organization that receives benefits from eMindful, or that provide rewards or prizes to eMindful, and their affiliates, subsidiaries, advertising and promotion agencies, and suppliers, (collectively the “Employees”), and immediate family members and/or those living in the same household of Employees are not eligible to earn Rewards from the Corporate OPC. The Corporate OPC is subject to all applicable federal, state, and local laws and regulations. Void where prohibited.

Agreement to Rules: By participating, the Contestant (“You”) agrees to be fully unconditionally bound by these Rules, and You represent and warrant that You meet the eligibility requirements. In addition, You agree to accept the decisions of eMindful as final and binding as it relates to the content of this Corporate OPC.

Corporate OPC Period: Entries will be accepted online as defined by your Company’s rules and regulations as specified in your eMindful company portal.

How to Enter: The Corporate OPC must be entered by registering for the 1% Challenge as defined in your company’s eMindful company portal. The entry must fulfill all Corporate OPC requirements, as specified, to be eligible to win a Reward. Entries that are incomplete or do not adhere to the rules or specifications may be disqualified at the sole discretion of eMindful. You may enter only once. You must provide the information requested. You may not enter more than once by using multiple email addresses, identities, or devices in an attempt to circumvent the rules. If You use fraudulent methods or otherwise attempt to circumvent the rules, your submission may be removed from eligibility at the sole discretion of eMindful.

How to Participate: Contestants are able to utilize their corporate eMindful platform during the contest so long as they remain eligible to use the eMindful corporate portal, and to participate in the live Mindful Daily sessions available multiple times per day every day of the week. Participation in the Mindful Daily sessions will be tracked by eMindful and requires the use of Cisco WebEx software. eMindful will track both the total number of minutes Contestant participates in live Mindful Daily sessions and in recorded or video on demand sessions, and the total number of unique days Contestant logs in and participates in at least one Mindful Daily session (“Activity”).

Charity Donation: Not all companies include a charity donation. This section applies only to companies that do include a charity donation as part of their Corporate OPC. Mindful Daily session Activity and the total aggregate minutes are counted by attendance in full Mindful Daily sessions of at least 14 minutes, as tracked from an internet browser (mobile, tablet or desktop) or native smartphone app (iOS or Android) in an active, selected state not hidden or in the background of other browser activities (“Valid Minutes”).

The specifics of your company’s charity donations are explained in the rules of your Corporate OPC in your companies eMindful portal.

Rewards: The Winners of the Corporate OPC (the “Winner”) will receive variable rewards based on level of Activity and availability of Rewards.

Some of the prizes are in limited supply. WHILE SUPPLIES LAST, EVERYONE WHO ACHIEVES THE STATED LEVELS OF ACTIVITY WILL EARN THE STATED REWARDS. Contestant Activity levels and the associated Rewards are specified in your company’s eMindful portal. If a prize runs out, we reserve the right to substitute another prize of equivalent monetary value. Actual/appraised value of Prizes may differ at time of reward award.

Winner Notification: The Winner information will be shared with your Company so that any rewards or prizes provided by your company can be provided to you. If eMindful is providing the prize, Winner will be contacted directly by eMindful to claim their prize. Winner will be notified by the email provided upon registration within five (5) days following the Corporate OPC. eMindful shall have no liability for Winner’s failure to receive notices due to spam, junk e- mail or other security settings or for Winner’s provision of incorrect or otherwise non-functioning contact information. If Winner cannot be contacted, is ineligible, fails to claim the reward within 30 days from the time award notification was sent, or fails to timely return a completed and executed declaration and release as required, the reward may be forfeited.

Receipt by Winner of the reward offered in this Corporate OPC is conditioned upon compliance with any and all federal, state, and local laws and regulations. ANY VIOLATION OF THESE OFFICIAL RULES BY WINNER (AT EMINDFUL‘S AND / OR COMPANY’S SOLE DISCRETION) WILL RESULT IN WINNER’S DISQUALIFICATION AS WINNER OF THE Corporate OPC, AND ALL PRIVILEGES AS WINNER WILL BE IMMEDIATELY TERMINATED.

Rights Granted by You: By entering this Corporate OPC, You understand and agree that eMindful, anyone acting on behalf of eMindful, and eMindful’s licensees, successors, and assigns, shall have the right, where permitted by law, to print, publish, broadcast, distribute, and use in any media now known or hereafter developed, in perpetuity and throughout the World, without limitation, your entry, name, portrait, picture, voice, likeness, image, statements about the Corporate OPC, and biographical information for news, publicity, information, trade, advertising, public relations, and promotional purposes without any further compensation, notice, review, or consent.

Terms & Conditions: eMindful reserves the right, in its sole discretion, to cancel, terminate, modify or suspend the Corporate OPC should virus, bug, non-authorized human intervention, fraud, or other causes beyond eMindful’s control corrupt or affect the administration, security, fairness, or proper conduct of the Corporate OPC. In such case, eMindful may award no Rewards, some Rewards or change the Rewards, to be awarded to none, some or all of the Winners from all eligible entries received prior to and/or after (if appropriate) the action taken by eMindful. eMindful reserves the right, in its sole discretion, to disqualify any individual who tampers or attempts to tamper with the entry process or the operation of the Corporate OPC or website or violates these Terms & Conditions. eMindful and Company in its sole discretion has the right to replace any Reward with a different reward of equal value. eMindful and Company has the right, in its sole discretion, to maintain the integrity of the Corporate OPC, to void entries for any reason, including, but not limited to: multiple entries from the same user from different IP addresses; multiple entries from the same computer in excess of that allowed by Corporate OPC rules; or the use of bots, macros, scripts, or other technical means for entering. Any attempt by an entrant to deliberately damage any website or undermine the legitimate operation of the Corporate OPC may be a violation of criminal and civil laws. Should such attempt be made, eMindful and Company reserves the right to seek damages to the fullest extent permitted by law.

Limitation of Liability: By entering, You agree to release and hold harmless eMindful, Paypro, Healthy Business Group and its subsidiaries, affiliates, advertising and promotion agencies, partners, representatives, agents, successors, assigns, employees, officers, and directors from any liability, illness, injury, death, loss, litigation, claim, or damage that may occur, directly or indirectly, whether caused by negligence or not, from: (i) such entrant’s participation in the Corporate OPC and/or his/her acceptance, possession, use, or misuse of any reward or any portion thereof; (ii) technical failures of any kind, including but not limited to the malfunction of any computer, cable, network, hardware, or software, or other mechanical equipment; (iii) the unavailability or inaccessibility of any transmissions, telephone, or Internet service; (iv) unauthorized human intervention in any part of the entry process or the Promotion; (v) electronic or human error in the administration of the Promotion or the processing of entries.

Disputes: THIS CORPORATE OPC IS GOVERNED BY THE LAWS OF UNITED STATES OF AMERICA AND FLORIDA, WITHOUT RESPECT TO CONFLICT OF LAW DOCTRINES. As a condition of participating in this CORPORATE OPC, Contestant agrees that any and all disputes that cannot be resolved between the parties and causes of action arising out of or connected with this Corporate OPC, shall be resolved individually, without resort to any form of class action, exclusively before a court located in Orange County, Florida having jurisdiction. Further, in any such dispute, under no circumstances shall Contestant be permitted to obtain awards for, and hereby waives all rights to, punitive, incidental, or consequential damages, including reasonable attorney’s fees, other than Contestant’s actual out-of-pocket expenses (i.e. costs associated with entering this Corporate OPC). Contestant further waives all rights to have damages multiplied or increased and waives a jury trial.

Privacy Policy: Information submitted with an entry is subject to the Privacy Policy stated on the eMindful website. To read the Privacy Policy, https://emindful.com/privacy-policy/. Our intended use of the collected information is to provide you with products or services, to bill you for products and services you request, to market products and services which we think may be of interest to you, or to communicate with you for other purposes which are evident from the circumstances or about which we inform you when we collect Personal Data from you. In addition to the terms in the corporate Privacy Policy, and as associated with this Corporate OPC, eMindful may share certain registration information with our Corporate OPC Partners. The eMindful website uses cookies, tracking pixels and related technologies. Cookies are small data files that are served by our platform and stored on your device. Our site uses cookies for a variety of purposes including to operate and personalize the website. Also, cookies may also be used to track by what path You came to the site, and how You use the site to target ads to you on other websites. Instructions on how You can opt out of receiving targeted advertising can be found at the DAA opt-out site www.aboutads.info or the NAI opt-out site at networkadvertising.org/choices.

The Corporate OPC hosted by eMindful is in no way sponsored, endorsed, administered by, or associated with Facebook, Twitter, Instagram, Pinterest or other social media service used during the Corporate OPC.

You, the Contestant, have affirmatively reviewed, accepted, and agreed to all of the Official Rules.

Your Internet Connection: We recommend that you use a high speed Internet connection and if possible during class to be directly connected to your modem. If you connect to the online classroom wirelessly, there may be times that the video and/or audio may ‘drop’ requiring you to re-join the classroom. It is easy to re-join and only takes less than a minute. In the event your internet connection fails or interrupts excessively our general Policy is that we do not refund course fees for quality issues beyond our control or direct influence. If you encounter an issue, please contact support@emindful.com with your name and time/date of class.

PC or MAC Computers: The online classroom supports PC or MAC computers. iPhones, iPads and Smartphones are supported, however, there are some limitations. We recommend participating with a computer for best results.

Minimum/Maximum Number Policy: In an effort to provide the highest quality interactive experience for all of the participants, a minimum number of registered participants is required to take full advantage of the interactive aspects of the class. If the minimum number of participants is not reached prior to the start date of the class, the registered participants will have an option of holding their enrollment over to the new start time. You will be notified by email with all available options. In addition, total registrations for this class might change at the sole discretion of eMindful Inc. In the event that the maximum number of registrations is met, you will receive a message with instructions on how to be put on the waitlist.

Vibe Tribes Terms of Service

These Terms of Service, together with the Terms of Service for our eM Life Site, Code of Conduct and Privacy Policy and any other terms specifically referred to in any of those documents, all of which are incorporated by reference into these Terms of Service, constitute a legally binding contract (the “Agreement”), between you and eMindful Inc. in relation to your use of our website, our mobile and desktop apps and other services (together, the “Platform”).

Vibe Tribes Description. Vibe Tribes are self-organized groups of eM Life registered subscribers (“registered subscribers”). A Vibe Tribe can be organized around a declared purpose and registered subscribers may select an Eligible Organization (defined in section 1.8) to receive minutes of access to eM Life donated by eMindful (the “Program”). Declared purposes must be a cause or mission enumerated by an Eligible Organization as determined by eMindful in its sole discretion. 

1. Any eM Life registered subscriber may join a Vibe Tribe. 

1.2 Vibe Tribes may not engage in, support, encourage, or promote:

• intolerance, discrimination or discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation, or age;

• hate, terrorism, or violence;

• money laundering;

• other illegal, deceptive, or misleading activities.

Vibe Tribes that do not meet the above criteria will be disbanded. 

1.3 Your Content. You are responsible for the Content that you post to the Platform or otherwise provide to eMindful and/or third parties. We use the word “Content” to mean the information, material, and any other content that you post to the Platform or otherwise send to us. Examples of your Content include:

• The material that organizers and registered subscribers typically post to the Vibe Tribe, such as information about the Vibe Tribe, comments, and photos;

• All feedback, suggestions, and other communications that you send or direct to eMindful.

By being responsible for your Content, you agree, among other things, that:

• You have all the permissions, rights, and licenses needed (including under copyrights, trademarks, contract rights, privacy rights, or publicity rights) to provide the Content to the Vibe Tribe and to eMindful; 

• Your Content does not include personal, private or confidential information belonging to others; and

• Your Content does not otherwise violate the rights of any individual or entity.

You also agree that you and your Content comply with this Agreement, including our eM Life Site Terms of Service, Code of Conduct, and Privacy Policy. You also agree that we may remove the metadata associated with your Content.

Search engines can see public areas of the Vibe Tribe. Your Content within these areas, such as the name and location that you provide during registration, and your participation in public Vibe Tribes, may appear in search results. Our Platform is designed so that search engines cannot see your Content that is within restricted areas of the Platform, such as private eMindful Vibe Tribes. 

1.4 Content License from You. We do not claim ownership of your Content. However, to enable us to operate, improve, promote, and protect eMindful and Vibe Tribes, and to ensure we do not violate any rights you may have in your Content, you hereby grant eMindful a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license (including a waiver of any moral rights) to use, host, store, reproduce, modify, publish, publicly display, publicly perform, distribute, and create derivative works of, your Content and to commercialize and exploit the copyright, trademark, publicity, and database rights you have in your Content. This license would permit your Content to remain in Vibe Tribes, even after you cease to be a registered subscriber of a Vibe Tribe. 

This license doesn’t give us ownership of any of your Content. It simply gives us and other Vibe Tribe registered subscribers the right to use it on or related to the Vibe Tribe. This license continues even if you close your account, because it’s necessary for us to operate the Platform.

1.5 Privacy. eMindful collects registration and other information about you through our Platform. Please refer to our eM Life Site Terms of Service and Privacy Policy for details on how we collect, use, and disclose this information. These policies do not govern use of information that you provide to third parties, such as to organizers and other registered subscribers of Vibe Tribes.

eMindful has no control over how other registered subscribers may use information that you provide to them, so you should exercise common sense and good judgment when sharing information with others on Vibe Tribes.

1.6 Content of Others. eMindful does not control the Content of other Vibe Tribe registered subscribers. When we become aware of inappropriate Content on Vibe Tribes, we reserve the right to investigate, remove and take other appropriate action, but we do not have any obligation to monitor, nor do we take responsibility for, the Content of any registered subscriber.

1.7 Interactions with Others. eMindful is not a party to any arrangements made by registered subscribers through Vibe Tribes whether on the Platform or offline. eMindful does not conduct or require background checks on Vibe Tribe registered subscribers and does not attempt to verify the truth or accuracy of statements made by registered subscribers. eMindful makes no representations or warranties concerning the conduct or Content of any registered subscribers or their interactions with you.

Exercise common sense and good judgment when using Vibe Tribes and interacting with other registered subscribers. If you have a concern regarding other registered subscribers, you can report it to support@emindful.com.

1.8 Vibe Tribes Philanthropic Donations Program. The purpose of the Program is to permit Registered Organizations to receive access minute donations from eMindful when registered subscribers make Qualifying Views (defined in Section 1.9) on the web site located at www.emindful.com and the subdomains thereof (the “eM Life Site”).

A Vibe Tribe can select any Eligible Organization, but only Registered Organizations can receive disbursements of eM Life access minutes (“minutes”) from the Program. To register, an organization must accept the Participation Agreement without modification, complete registration through the www.eMindful.com website (“Organization Site”) and completely and properly provide all requested information, including submitting a complete and accurate Participation Agreement that correctly identifies the charitable organization. We reserve the right to reject or suspend any organization from the Program if the requested information is inaccurate or incomplete or if the organization is otherwise not in compliance with the Participation Agreement. If the registration of a charitable organization is accepted by us, the charitable organization will be a “Registered Organization” for as long as all the registration information is current and complete, the Participation Agreement remains in force, and the organization continues to be an Eligible Organization. The organization must ensure that all information provided to eMindful, including Participation Agreement information, email address, and other contact information, is at all times complete, accurate, and up to date. Failure to keep such information up to date may result in the organization no longer being a Registered Organization or in the organization no longer receiving any donated minutes under the Program.  

“Eligible Organizations” are those charitable organizations that we determine :

1. are qualified under Section 501(c)(3) of the U.S. Internal Revenue Service Code;

2. are not supporting organizations, unless identified specifically as Type I, Type II, or functionally integrated Type III supporting organizations (as defined in the U.S. IRS Code);

3. are headquartered in the United States (the 50 States and the District of Columbia);

4. are in good standing in their state of incorporation and in the states where they are authorized to do business;

5. do not engage in, support, encourage, or promote:

   • intolerance, discrimination or discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation, or age;

   • hate, terrorism, or violence;

   • money laundering;

   • other illegal, deceptive, or misleading activities; and

   • are otherwise not in violation of the terms of the Participation Agreement.

Although we aim to include only charitable organizations that are in good standing and do not engage in any of the activities described above, we cannot guarantee the good standing and/or conduct of any charitable organization, and becoming a Registered Organization is not an endorsement of the charitable organization by eMindful.

1.9 Qualifying Views. eMindful will donate minutes to the Registered Organization selected by a Vibe Tribe resulting from Qualifying Views. Subject to the exclusions set forth below, a “Qualifying View” occurs when a Vibe Tribes registered subscriber (i) watches at least one minute of a live eMindful program, or (ii) watches at least one minute of an on demand eMindful program.

Qualifying Views exclude, and no Registered Organization will be eligible for minutes in connection with viewing any programs on the eM Life Site that have not been produced by eMindful.  Any action by a registered subscriber that undermines our determination of a Qualifying View may disqualify the registered subscriber and his or her viewing activities.

1.10 Lives Impacted Calculation. For each minute of a Qualifying View, a minute of access to eM Life will be donated to a Registered Organization by eMindful. Vibe Tribes registered subscribers will be notified of “Lives Impacted” by their Qualifying Views. A Life Impacted is accrued every time 14 minutes of Qualifying Views. Donated minutes are not redeemable for cash. Registered subscribers will not be entitled to any tax deduction, credit, or other benefit in relation to minutes donated by eMindful. 

eMindful’s program, eM Life, can help participants learn how to make every moment matter with greater focus, creativity, and purposeful decisions.

• Reduces stress and anxiety

• Enhances focus

• Improves sleep

• Builds connections despite social distancing

• Boost immunity

• Improves overall health and well-being

There are five key elements that make eM Life different.

1. eM Life has an evidence-based approach. It is built on a solid foundation of 10+ years of data-driven insights and consistent results at improving workplace performance and health.

2. Live, certified experts deliver perspective, accountability and personalize mindfulness practices through live, interactive sessions. They bring more than 20 years of mindfulness experience and 76% have advanced degrees.

3. The program is designed for daily use. Individuals have immediate access to a personalized experience with fresh, practical content designed for modern consumption habits and communication preferences, including live, on-demand and through a mobile app or on the web.

4. The program integrates into everyday moments in life with applied mindfulness practices that help individuals make more purposeful decisions about their health, well-being, and chronic conditions.

5. The program experience creates a deeper connection to oneself and others, fostering an environment that helps individuals and populations flourish.

Of participants on the program:

• 72% reduce stress

• 54% improve sleep

• 47 minutes are gained in productivity

eM Life

eM Life is a purpose-driven mindfulness solution for your total population. Participants learn new mindfulness skills every day that help them make every moment matter with greater focus, creativity, and purposeful decisions about their health and well-being. Vibe Tribes is woven into the fabric of the eM Life experience as our pay-it-forward program to bring mindfulness to our participants and the world around us.

eM Life includes:

• 5000+ live, expert-led, interactive online classes each year

• Fresh, practical content with new topics and skills shared every day

• Hundreds of hours of on-demand content

• Weekly, experiential learning content and practices 

• Personalized strategies that individuals can integrate into daily life

• Applied mindfulness practices that help individuals build skills and make more purposeful decisions about their health and well-being

• Expert-led community to inspire learning, engagement, and purpose

• Game and meditation timer to build and sustain healthy habits

Recommended for:

• Anyone who wants to make more purposeful decisions about their health, well-being, and chronic conditions 

What are the benefits to participants?

• Personalizes each experience with live, expert teachers

• Helps individuals build skills and make more purposeful decisions about their health and well-being

• Builds purpose and social good through our Vibe Tribes community

Vibe Tribes is our pay-it-forward program to bring mindfulness to eM Life participants and the world around them.

Specifically, the program:

• Helps participants create and celebrate their purpose

• Improves well-being

• Builds connections with others that magnify results

• Reduces feelings of isolation and loneliness by connecting others in a shared purpose

• Makes a positive impact for social good

 How does Vibe Tribes work?

• Create or join a Tribe around an intention and vision for the world

• Practice mindfulness to improve health

• Every minute of mindfulness a Tribe practices, eMindful donates those minutes of mindfulness to a charity of their choice

Approximately 25 - 50 people attend a given Mindful Daily.

Mindful Dailies are 14 minutes long or just 1% of your day.

Our classes are live, expert-led, interactive, online mindfulness sessions.

Yes. All of our classes are live and led by a certified mindfulness teacher.

Our teachers have on average 20 years of experience with mindfulness. Qualifications of the expert coaches include:

• Advanced degrees

• 5+ years of experience with teaching mindfulness; licenses in health and wellness industry

 Our teachers deliver perspective, accountability, and personalized mindfulness practices through live, interactive sessions. Participants can choose the right teacher or them for what they need in the moment.

Our programs are designed for daily use. We offer immediate access to a personalized experience with fresh, practical content designed for modern consumption habits and communication preferences, including live, on-demand and through our mobile app or the web.

Expert teachers offer live sessions multiple times per day, every day of the week to accommodate various schedules.

Through eM Life, you have access to hundreds of hours of on-demand content on a wide range of topics designed to respond to your changing needs.

Participants can access the program whenever and wherever they like via the mobile app or web.

Yes. Your privacy is important to us. All of our programs are HIPAA-compliant to protect your confidentiality.

Participants are asked to provide a screen name for use in communities. This allows participants to be anonymous, if they choose. Community participation is optional but encouraged.

Expert teachers offer live sessions multiple times per day, every day of the week to accommodate various schedules.

Here is our participant experience:

Get started with eMindful
We engage individuals in our programs through the use of culturally relevant promotional materials that inspire them to make every moment matter. Participants begin by enrolling in a 1% Challenge where they practice mindfulness 14 minutes a day for 30 days. This quick start is specifically designed to build momentum from the onset of the program and help individuals forge healthier habits over the long-term.

Designed for daily use

Participants have access to more than 5,000 live, expert-led Mindful Daily sessions each year and hundreds of hours of on-demand sessions, and text and push messages through our mobile app or the web. This approach allows participants to easily integrate mindfulness into everyday life and make every moment matter.

Personalized to drive lasting results

With sessions made for beginners, experts, and everyone in between, participants can choose any path that suits their expertise, needs, communication preferences, and interests. Our personalized approach allows participants to specify their familiarity with mindfulness, choose their intention, and select mindfulness topics, skills, and teachers that are right for them, which drives sustainable, life-changing results.

Work with an expert teacher

Participants can sign up to practice with an expert teacher who helps provide perspective, accountability, and personalized mindfulness practices through live, interactive sessions. Participants can choose the right teacher for them from our curated group of globally diverse experts who bring 20 years of experience on average and 76% have advanced degrees.

Build skills and integrate strategies in your daily life

Participants build skills and learn strategies that they can use to cope with the urges, triggers, and stress associated with everyday life and chronic conditions. The program empowers them to navigate life more effectively and make more purposeful decisions about their health and well-being.

Build connections and flourish with Vibe Tribes community

Participants can build connections that magnify results through our Vibe Tribes community. Together, participants engage with and learn from each other while gaining purpose by working to pay-it-forward. For every minute of mindfulness, the tribe practices, eMindful donates those minutes of mindfulness to a charity of their choice. This allows them to improve their own well-being, reduce feelings of isolation and loneliness, and make a positive impact on others.

Gain insights and celebrate success

As participants increase their mindfulness skills, they will have real-time access to their data, including how many lives they touch as well as the improvements they make to their everyday life and chronic conditions. Early success matters and together with the community, we celebrate achievements early and often to inspire motivation to build lasting healthy habits.

Ensuring easy access to eMindful at all times is key to success for our clients and participants. Our customer support team is available from 8 a.m. to 5 p.m. ET Monday through Friday and during evening and weekend classes. Participants can access personalized support via email at support@emindful.com and through a dedicated toll-free phone number 855-211-1536, extension 2. Participants also can access support via the Help button, which will open up the clients email and auto insert support@emindful.com in the to: field and/or provide a dedicated toll-free phone number.

Similar to our live, interactive classes, all calls are personalized to the individual. Engagement ambassadors are trained on each participant’s account and are integrated into each participant’s personalized dashboard. When an individual calls the participant will be greeted with a personalized message.

No. MDLIVE is designed to handle non-emergency medical conditions and can often substitute for a doctor’s office, Urgent Care Clinic, or Emergency Room visit for common conditions like the flu or pink eye. However, it is not intended to replace your primary care doctor or to be used in life-threatening emergencies.

You should not use MDLIVE if you are experiencing a medical emergency. In case of a life-threatening emergency, dial 911 immediately.

MDLIVE is available 24 hours a day, 7 days a week, and 365 days a year, even on holidays. Use MDLIVE anytime you have a non-emergency medical condition, are unable to see your primary care provider, or when you simply prefer a convenient, cost effective alternative to the emergency room, urgent care center, or clinic.

MDLIVE is available anywhere in the United States**.  Our network of Board-Certified doctors will be provided to you based on the state you are located. We make sure that each doctor is fully licensed to practice medicine in your state.

**In Arkansas and Idaho; an initial visit must be completed via video. After an initial visit, subsequent consultations may be completed via phone

Yes, MDLIVE can be accessed on most mobile devices with an Internet connection. Our MDLIVE Mobile App is available for download in the iTunes Store and the Google Play Store.

Yes, if the MDLIVE doctor believes medication is warranted, he or she can write a prescription and send it directly to the pharmacy of your choice. Please be aware that we do not prescribe controlled substances (e.g. narcotic medications, anxiolytics, stimulants), nor do we prescribe certain other medications. And finally, MDLIVE does not guarantee a prescription will be written; that will be determined by the physician, based on your clinical presentation.

Confidentiality is a respected part of MDLIVE’s Code of Ethics. We take your privacy very seriously. Laws are also in place to protect your privacy. The HIPAA Privacy Rule is designed to be a minimum level of protection. Some states have even stricter laws in place to protect your personal health information. MDLIVE can share your information with your PCP in accordance with applicable state and federal laws.

To use video conferencing you need:

o  Windows®7, Vista, or XP

o  A Mac running OSX 10.6 (Snow Leopard) or superior.

o  Highspeed internet connection

o  A webcam with at least 1.3 megapixels

o  Microphone (most webcams already have microphone built in)

After you set up an account, you will be able to use a simple online simulation to test your configuration and check if you are ready for a virtual consultation.

Yes. Hearing impaired patients can communicate with a doctor using our secure, HIPAA-compliant live chat feature that is available on our website. Patients can communicate with their doctor in an environment that works much like texting. To activate this feature, select “hearing-impaired” and any other categories that apply to you from the accommodations menu, and complete the online registration process. The feature is automatically available each time you login by clicking the icon located at the bottom right-hand side of the screen. At present, live chat only available on the MDLIVE website and not on the MDLIVE app.

Our doctors are trained to treat a wide range of conditions through both MDLIVE and Breakthrough, MDLIVE’s behavioral health therapy service.

Medical Conditions

o   Acne

o   Allergies

o   Constipation

o   Cough

o   Diarrhea

o   Ear problems

o   Fever

o   Flu

o   Headache

o   Insect bites

o   Nausea / vomiting

o   Pink eye

o   Rash

o   Respiratory problems

o   Sore throats

o   UTI (Adult Females Only)

o   Vaginitis

o   and more

Behavioral Health

o   Addictions

o   Bipolar disorders

o   Child and adolescent issues

o   Depression

o   Eating disorders

o   Gay/lesbian/bisexual/transgender issues

o   Grief and loss

o   Life changes

o   Men’s issues

o   Panic disorders

o   Parenting issues

o   Postpartum depression

o   Relationship and marriage issues

o   Stress

o   Trauma and PTSD

o   Women’s issues

Dermatology

o   Acne

o   Rash

o   Spots

o   Eczema

o   Warts

o   Rosacea

o   Psoriasis

o   Hair follicles

o   Cold sores

o   Skin cuts

o   Abrasions

o   Moles

o   Skin infections

o   Redness

o   Bruises

o   and more…

Summary

Like all medications, antibiotics have both benefits and risks. Used for the right reason they are lifesavers, but if used incorrectly, they can cause a variety of problems from allergic reactions to side effects. Additionally, inappropriate use of antibiotics can lead to “antibiotic resistance”, which means the antibiotics might not work for you when you really need it! Read more below to become an expert on this subject:

When to use antibiotics

Your MDLIVE provider has many years of education and experience they use to help decide if your problem requires an antibiotic. If they think you have a BACTERIAL infection, then they will likely prescribe an antibiotic, but if they think you have a VIRAL infection, they will avoid giving you an antibiotic since it will not help and may actually cause some harm. In an otherwise healthy individual, most upper respiratory infections (e.g. sinusitis, ear infections) start as a VIRAL illness, and only occasionally develop into BACTERIAL infections after 1-2 weeks.

Can MDLIVE help with VIRAL infections?

Absolutely! When you present with symptoms for under a week, your physician will assess your full story any may treat you with decongestants and various anti-inflammatories, but will avoid giving you an antibiotic in this viral phase since it does not help and may cause problems However, if you have more severe symptoms, then your physician will use their best judgement in deciding if you have developed an early bacterial infection and thus antibiotics would help.

Overuse of antibiotics may make them less effective in the future

“Antibiotic resistance” means that antibiotics are becoming less effective overall in the United States as we have overused them for many years. Additionally, no new types of antibiotics has been developed within the last 10 years, so we have to be careful with what we have! In other words, not using an antibiotic today may mean that you (and others) may respond better to antibiotics when you really need them in the future.

The services offered through Paypro are administered and provided by MDLIVE, a Florida Corporation.  MDLIVE is an Internet-based service allowing individuals to select and interact with independent healthcare and behavioral health professionals. MDLIVE does not provide healthcare or behavioral health services. MDLIVE is not an insurance product or a prescription fulfillment warehouse. MDLIVE is not intended to replace a personal relationship with a medical or behavioral healthcare provider. No statement is intended to imply that any person should seek services or treatment or that MDLIVE should be used in place of treatment recommended by a healthcare professional. MDLIVE operates subject to state and federal regulation and all or some of its products or services may not be available in certain states. MDLIVE does not guarantee that a prescription will be written. MDLIVE does not prescribe DEA controlled substances, non-therapeutic drugs, drugs of concern and certain other drugs which may be harmful because of their potential for abuse. MDLIVE makes no representations, warranties, or guarantees about the efficacy, appropriateness or suitability of any products, procedures, prescriptions, treatments, services, advice, opinions, healthcare professionals or any other information contained on or available through MDLIVE.MDLIVE reserves the right in its sole discretion to deny access for potential misuse of services or any other misconduct. MDLIVE and the MDLIVE logo are registered trademarks of MDLIVE, Inc. and may not be used without permission.

Disclaimer

THE PURPOSE OF THIS BENEFIT IS TO PROVIDE YOU WITH AN ABILITY TO ACCESS THE SERVICES OFFERED BY MDLIVE.  NEITHER PAYPRO NOR ANY OF ITS AGENTS, CONTRACTORS OR SUBCONTRACTORS ARE ENGAGED IN THE PRACTICE OF MEDICINE OR PROVIDE ANY MEDICAL DIAGNOSIS, TREATMENT OR ADVICE.  THE DECISION ON WHETHER TO USE THIS BENEFIT AND THE SERVICES OF MDLIVE AND/OR ANY OF THEIR AFFILIATED MEDICAL PROFESSIONALS IS SOLELY UP TO YOU.  THIS BENEFIT IS NOT INTENDED TO REPLACE THE ADVICE, MEDICAL DIAGNOSIS AND TREATMENT OF YOUR PERSONAL PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROFESSIONAL.  PAYPRO AND ITS AGENTS, CONTRACTORS AND SUBCONTRACTORS ARE NOT RESPONSIBLE FOR HOW YOU ULTIMATELY USE THE SERVICES PROVIDED THROUGH MDLIVE OR ANY OF THEIR AFFILIATED HEALTHCARE PROVIDERS. NEITHER PAYPRO NOR ANY OF ITS AGENTS, CONTRACATORS OR SUBCONTRACTORS SHALL BE LIABLE FOR ANY PROFESSIONAL ADVICE OR SERVICES OBTAINED FROM A HEALTH CARE PROVIDED ACCESSED BY YOU THROUGH MDLIVE. PAYPRO DOES NOT ENDORSE ANY SPECIFIC TESTS, PHYSICIANS, MEDICATIONS, PRODUCTS OR PROCEDURES THAT ARE RECOMMENDED BY PROVIDERS THAT MAY USE MDLIVE TO COMMUNICATE WITH YOU.  YOU ACKNOWLEDGE THAT YOUR RELIANCE ON ANY HEALTHCARE INFORMATION OR SERVICES PROVIDED VIA THE MDLIVE SERVICE IS SOLELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH.  

IN THE EVENT OF AN EMERGENCY, DO NOT USE THE MDLIVE BENEFIT.  CALL 911 OR YOUR PERSONAL HEALTHCARE PROVIDER.

LIMITATION OF LIABILITY

IN NO EVENT SHALL PAYPRO OR ITS AGENTS CONTRACTORS OR SUBCONTRACTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF MDLIVE SERVICES INCLUDING WITHOUT LIMITATION, THE CONTENT ON THE MDLIVE WEBSITE, ANY SERVICES OR ITEMS OBTAINED THROUGH THE MDLIVE WEBSITE OR THE SERVICES OF ANY HEALTHCARE PROVIDERS ACCESSED THROUGH USE OF THE MDLIVE WEBSITE OR SERVICES.  THIS LIMITATION INCLUDES ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Please note: Some state laws require that a doctor can only prescribe medication in certain situations and subject to certain limitations.

* MDLIVE physicians may not treat any children with urinary symptoms.

* Parents/guardian will be required to complete a different medical history disclosure form for children under the age of 36-months prior to making an appointment with an MDLIVE physician. Children under 36 months who present with fever must be referred to their pediatrician (medical home), child-friendly urgent care center or emergency department for clinical evaluation and care.

MDLIVE does not replace the primary care physician. MDLIVE is not an insurance product nor a prescription fulfillment warehouse. MDLIVE operates subject to state regulation and may not be available in certain states. MDLIVE does not guarantee that a prescription will be written. MDLIVE does not prescribe DEA controlled substances, non-therapeutic drugs and certain other drugs which may be harmful because of their potential for abuse. MDLIVE physicians reserve the right to deny care for potential misuse of services. MDLIVE and the MDLIVE logo are registered trademarks of MDLIVE, Inc. and may not be used without written permission.

MDLIVE Prescription Policy

Doctors providing consultations for MDLIVE members offer prescriptions for a wide range of products that deliver direct medicinal value. These include, but are not limited to, drug classes such as antibiotics and antihistamines. It is important to note that MDLIVE is not a drug fulfillment warehouse. In the event a doctor does prescribe medication, he/she will usually limit the supply to no more than thirty days. Patients with chronic illnesses should visit their primary care doctors or other specialists for extended care. MDLIVE doctors do not issue prescriptions for substances controlled by the DEA, for non-therapeutic use, and/or those which may be harmful (potential for abuse or addiction).  

The Naturally Slim Program is available to anyone 18 years and older. The program can be taken by individuals wanting to lose weight and improve health or those looking to prevent health issues with lifestyle changes.

(If you are taking the Naturally Slim program through a company sponsored opportunity your employer may have specific eligibility criteria)

The Naturally Slim program consists of online, web based videos and an interactive dashboard. You will need high speed internet, or reliable Wifi if on a mobile device, to take the program.

Once you select your start date, get ready to begin your new lifestyle! A kit will be mailed to the address you provide and on your start date you will be able to view your Week 1 video and access your dashboard.

We do ask that you wait until after your pregnancy to take the program. The health of you and your baby are of the upmost importance and working with your physician while pregnant is very important. We do ask that breastfeeding mothers wait to take the program until the baby is weaned as a change in diet can add obstacles to breastfeeding. With your doctors approval we would be happy to have you join. We do ask that you always follow your physician’s advice over ours as they know your health needs best.

You will not be alone through your Naturally Slim journey! As part of your dashboard you will have access to our exclusive online community NS Town. NS Town is a thriving community of diverse individuals learning the Naturally Slim lifestyle. Here you can interact with program counselors, alumni, and those new to the program to discuss and share your struggles and successes.

You also have a team of counselors that are available to you. You can respond to any program email that you receive or simply reach out to Counselors@NaturallySlim.com The counselors at Naturally Slim have personally lived the lifestyle and had their lives impacted by its results.

At Naturally Slim we want you to learn habits that you can use for a lifetime. For years our culture has tried to change what you eat and we all have struggled for success. At Naturally Slim we want to change your eating habits, not what you eat. We will not have required meals, calorie counting, or ask you to buy specific meals. The meals that you typically enjoy now will remain the same.  We will have some items that can be helpful in the program that will be discussed in the first video.

You may contact us at Counselors@NaturallySlim.com  for program related questions or Support@NaturallySlim.com for technical questions. Look for the Contact Us button at the bottom of this page for a quick contact form.

We ask that you do not share accounts or account information. Personal or medical situations vary and it is important we work directly with anyone taking the course. Please remember the program is copyright protected, and we ask that you do not share program information.

Due to security requirements you will not be able to access program videos outside of the United States.

Here is a list of browsers currently supported by Naturally Slim:

·      Chrome

·      Firefox

·      Safari

·      Internet Explorer (Version 11 or higher)

1. Privacy Policy

For more information about how we collect, use and disclose information about you, please see our Privacy Policy https://www.naturallyslim.com/privacy.

2. Eligibility

The Services are not targeted toward or intended for use by anyone under the age of 18. By accessing or using the Services, you represent and warrant that you (a) are 18 years of age or older, (b) are a legal resident of the United States, (c) have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services, and (d) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party.

3. Customer Service

If you have any questions or concerns relating to your order, please contact us at: support@naturallyslim.com.

4. User Conduct and Content

Our Services may allow you to upload, store and share content, including messages, text, photos and other materials (collectively, "User Content"). Except for the license you grant below, as between you and Naturally Slim, you retain all rights in and to your User Content. You hereby grant Naturally Slim a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display your User Content in all media formats and channels now known or later developed without compensation to you.

If you supply or transmit any User Content via the Services, you represent and warrant to us that you have the legal right necessary to grant us the license described above, and that such material will not violate any law or the rights of any person or entity (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). Any User Content posted publicly or sent privately is the sole responsibility of the person that submitted it. Although Naturally Slim reserves the right to review or remove all User Content on the Services, we do not necessarily review all of it. As such, we do not take responsibility for any User Content provided through the Services.

You must exercise judgment and responsibility with respect to your use of our Services. You may only use the Services only for your own personal, noncommercial use. You must use the Services for lawful purposes and may not use the Services to harm others. Without limiting the generality of the foregoing, you must not:

Use or attempt to use another user’s account without authorization from such user and Naturally Slim.

Use the Services for any illegal purpose, nor will you provide any User Content in violation of any applicable law or regulation.

Use the Services in a manner that presents a security risk or that may interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner.

Develop any third party applications that interact with User Content or the Services without our prior written consent.

Use the Services in a manner that infringes any person’s copyrights, patents, trademarks, service marks, trade names, trade secrets, or other intellectual property rights, or rights of publicity or privacy.

Use the Services to engage in libel, defamation, harassment, misappropriation of trade secrets, intentional misrepresentation or fraud, or wrongful publication of private information.

Post or transmit any User Content that is unlawful, threatening, libelous, defamatory, obscene, inflammatory, pornographic, or profane, or any material that constitutes hate speech or that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.

Post or transmit any User Content that impersonates, or misrepresents your affiliation with, any person or entity.

Introduce viruses, trojan horses, worms, or other computer programming routines that damage, interfere with, intercept, or expropriate any system, data, or personal information.

Use the Services to gain illegal or unauthorized access to other computers or networks through hacking or other means.

Post or transmit any User Content that is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose Naturally Slim or others to any harm or liability of any type.

Assist or permit any person to engage in any of the activities described above.

In the case of application or feature upgrades on the Services, the Services may require you to install specific software or obtain higher quality services (such as a high-speed Internet service, monitor resolution of 1024 x 768, and supported Web browsers). Naturally Slim will disclose changed requirements on the Services and if necessary, email details to users. You are responsible for obtaining and maintaining all hardware, software, and internet connections as may be required to access the Services.

5. Naturally Slim Content

Naturally Slim grants you a limited right to access and use the Services, including the content provided in or through the Services (“Naturally Slim Content”) solely for your personal, noncommercial use. Naturally Slim Content includes all materials, text, graphics, logos, images, illustrations, designs, icons, photographs, audio clips, video clips, digital downloads, data compilations, software, testimonials, menus, and other materials that are included on the Services, applications, and portals. The Services, including all software used to provide the Services and all Naturally Slim Content, are owned by Naturally Slim and/or its licensors and are protected by trademark, patent, copyright, trade dress and/or other United States and international intellectual property protections. Unless noted to the contrary, all intellectual property rights in the Services, including such software, the Naturally Slim Content, and all trademarks, copyrights, and other intellectual property covering any aspect thereof (including but not limited to the NATURALLY SLIM word mark and logo marks, the TRUE THIN word mark and logo marks, REAL FOOD, RIGHT PORTIONS, and H2ORANGE) are owned by NS412, LLC. or its affiliates or licensors. Except for the limited right to access and use the Services provided above in this paragraph, no other right is granted, no other use is permitted, and we and our licensors expressly reserve all other rights.

Pursuant to the license granted above, you may download or copy a single copy of the Naturally Slim Content and other downloadable materials displayed on the Services for your personal, noncommercial use only. No right, title, or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Naturally Slim Content, the Services, or any related software. Any unauthorized use terminates the permission or license granted by Naturally Slim.

You agree that both the Naturally Slim Content and any download or copy of the Naturally Slim Content made for your personal use constitute “Confidential Material” that must be held in utmost confidence. Confidential Material includes all proprietary material related to the composition and implementation of the Naturally Slim Program and its constituent elements. You may not use Confidential Material to develop, sell, or market projects or services utilizing any form of such Confidential Material or based on the Naturally Slim Program. You will not disclose or permit others to disclose Confidential Material to any person or entity.

6. User Comments, Feedback, and Other Submissions

All comments, feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to Naturally Slim on or by these Services or otherwise disclosed, submitted, or offered in connection with your use of the Services or otherwise (collectively, "Feedback") shall be and remain Naturally Slim's property. Such disclosure, submission, or offer of any Feedback shall constitute an assignment to Naturally Slim of all worldwide rights, title, and interest in all copyrights and other intellectual property in the Feedback. Accordingly, Naturally Slim will own exclusively all such rights, title, and interest and shall not be limited in any way in its use, commercial or otherwise, of any Feedback. Naturally Slim is and shall be under no obligation (1) to maintain any Feedback in confidence; (2) to pay to any user any compensation for any Feedback; or (3) to respond to any Feedback. 

7. Naturally Slim's Communications to You

By creating an account, you agree that Naturally Slim may send electronic mail or contact you through the phone for the purpose of advising you of changes or additions to the Services, about any of Naturally Slim's products or services, or for such other purpose(s) as Naturally Slim deems appropriate. Upon the receipt of these communications, you will have the option to opt-out or unsubscribe from future electronic mail notifications, phone calls, or text messages. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

Naturally Slim offers subscription text message programs. Customers may enroll in a text message alert program during application to participate in the program or during participation in the program. Naturally Slim does not have a separate charge for this service; however, message and data rates may apply from your mobile carrier. Subject to the terms and conditions of your mobile carrier, you may receive text messages sent to your mobile phone. By providing your consent to participate in this program, you approve any such charges from your mobile carrier. Charges for text messages may appear on your mobile phone bill or be deducted from your prepaid balance. Naturally Slim reserves the right to terminate this SMS service, in whole or in part, at any time without notice. The information in any message may be subject to certain time lags and/or delays. You are responsible for managing the types of SMS texts you receive. If you have any questions or need help please contact Naturally Slim support through the options available to you on the website or the mobile app or text HELP to 58845. Carriers are not liable for delayed or undelivered messages.

To stop receiving text messages you may change your opt-in preference through your online profile or text STOP in reply to the message you received. By enrolling in this subscription program, you consent that following such a request to unsubscribe, you may receive one (1) final message from Naturally Slim confirming that you have been inactivated in our system. Following such confirmation message, no additional text messages will be sent unless you re-activate your subscription.

Naturally Slim may use an automatic dialing system to deliver text messages to you. The Federal Communications Commission defines an "automatic telephone dialing system" or autodialer as equipment that has the capacity to store or produce telephone numbers to be called and to call such numbers. 47 C.F.R. § 64.1200. By your subscription to either, or both, the one-time text message program or the subscription text message program, you give your consent to Naturally Slim to use an automatic dialing system to deliver text messages to the telephone or cell phone number to which you have directed Naturally Slim to transmit these text messages.

8. Links to Other Sites

For your convenience and enjoyment, the Services may provide links to third-party websites that are not operated by Naturally Slim (each, a “Linked Third-Party Website”). These links do not constitute or imply Naturally Slim’s endorsement, approval, or sponsorship the Linked Third-Party Website or any information, products, or services contained in such sites. When you access and use a Linked Third-Party Website, you are subject to that third party's terms and conditions of use and privacy policy. Any rights, claims or actions you may have in respect of a Linked Third-Party Website can only be brought directly against the provider of that Linked Third-Party Website. You access and use a Linked Third-Party Website solely at your own risk. Naturally Slim is not liable for any damage that might result from your use of such information, products, or services.

9. Third Party Content

We may display content, advertisements and promotions from third parties through the Services (collectively, “Third Party Content”). We do not control, endorse or adopt any Third Party Content, and we make no representations or warranties of any kind regarding such Third Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third Party Content are solely between you and such third parties.

10. Disclaimers

10.1. Health Disclaimer

THE SERVICES PROVIDE WEIGHT LOSS MANAGEMENT AND INFORMATION AND ARE INTENDED ONLY TO ASSIST USERS IN THEIR PERSONAL WEIGHT LOSS EFFORTS. YOU SHOULD ALWAYS CONSULT WITH YOUR HEALTH CARE PROVIDER BEFORE PARTICIPATING IN ANY WEIGHT LOSS PROGRAM. NATURALLY SLIM IS NOT A MEDICAL ORGANIZATION, AND OUR STAFF CANNOT GIVE YOU MEDICAL ADVICE OR A DIAGNOSIS. NOTHING CONTAINED IN THESE SERVICES SHOULD BE CONSTRUED AS MEDICAL ADVICE OR A DIAGNOSIS. THE NATURALLY SLIM CONTENT AND SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR YOUR OWN SOUND AND REASONABLY PRUDENT JUDGEMENT, AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU SHOULD CONSULT WITH YOUR PERSONAL PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL IF YOU HAVE ANY HEALTHCARE RELATED QUESTIONS OR BEFORE EMBARKING ON A NEW DIET OR FITNESS PROGRAM. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE NATURALLY SLIM SERVICES. NATURALLY SLIM EXPRESSLY DISCLAIMS ANY LIABILITY, LOSS, DAMAGE, OR INJURY CAUSED BY INFORMATION CONTAINED ON THE SERVICES.

THE INFORMATION SHOULD NOT BE USED FOR DIAGNOSING OR TREATING A HEALTH PROBLEM. NOT ALL DIET AND EXERCISE PLANS SUIT EVERYONE. THE SERVICES MAY INCLUDE INDIVIDUAL EXAMPLES OF RESULTS; HOWEVER, SUCH RESULTS MAY NOT BE TYPICAL. THE SERVICES IS NOT INTENDED FOR USE BY MINORS, PREGNANT WOMEN, OR INDIVIDUALS WITH ANY TYPE OF HEALTH CONDITION SUCH THAT YOUR PHYSICIAN ADVISES AGAINST USING THE SERVICES. ALL INDIVIDUALS ARE SPECIFICALLY WARNED TO SEEK PROFESSIONAL MEDICAL ADVICE PRIOR TO INITIATING ANY FORM OF WEIGHT LOSS EFFORT OR REGIMEN.

YOUR RELIANCE ON THE SERVICES AND NATURALLY SLIM CONTENT OBTAINED OR USED BY YOU IS SOLELY AT YOUR OWN RISK, EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW.

10.2. Inaccuracy Disclaimer

From time to time there may be information on the Services that contains typographical errors, inaccuracies, or omissions. We may correct errors, inaccuracies, or omissions and change or update information at any time without notice. We apologize for any inconvenience this may cause you.

10.3. Additional Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SERVICES, THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF OUR SERVICES, AND THAT NATURALLY SLIM SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF THESE SERVICES.

Some states may not allow the exclusion of implied warranties, so the above exclusion may not apply to you. But, to the extent permitted by applicable law, we exclude all warranties.

11. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Naturally Slim, Healthy Business Group, LLC and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Naturally Slim Parties”), from and against all actual or alleged Naturally Slim Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses and costs of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) any use or misuse of the Services or Naturally Slim Content by you or any third party you authorize to access or use such Services or Naturally Slim Content, (b) any User Content you create, post, share or store on or through the Services or our pages or feeds on third party social media platforms, (c) any Feedback you provide, (d) your violation of these Terms, and (e) your violation of the rights of another. You agree to promptly notify Naturally Slim of any third party Claims, cooperate with the Naturally Slim Parties in defending such Claims and pay all of Naturally Slim fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees and expenses, court costs, costs of settlement and costs of pursuing indemnification and insurance). You further agree that the Naturally Slim Parties shall have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Naturally Slim.

12. Limitations on Naturally Slim’s Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE NATURALLY SLIM PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF THE SERVICES, NATURALLY SLIM CONTENT, USER CONTENT, THIRD PARTY CONTENT AND LINKS TO THIRD PARTY SITES, OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM ANY NATURALLY SLIM PARTY, OR FROM EVENTS BEYOND THE NATURALLY SLIM PARTIES’ REASONABLE CONTROL, SUCH AS SERVICE INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS OR OMISSIONS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, 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 THE NATURALLY SLIM PARTIES’ RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED) OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE NATURALLY SLIM PARTIES (JOINTLY) ARISING OUT OF OR IN ANY WAY RELATED TO ACCESS OR USE OF THE SERVICES OR NATURALLY SLIM CONTENT, EXCEED THE GREATER OF THE AMOUNT YOU PAID TO US IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE, OR IF YOU HAVE NOT PAID NATURALLY SLIM FOR THE USE OF THE SERVICES, THE AMOUNT OF $100. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE THE NATURALLY SLIM PARTIES’ SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY.

THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY AND PROXIMATELY CAUSED BY OUR FRAUD, GROSS NEGLIGENCE, OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT.

13. Release

To the fullest extent permitted by applicable law, you, on behalf of your heirs, executors, administrators, legal and personal representatives, hereby release, waive, acquit and forever discharge the Naturally Slim Parties from and against, and covenant not to sue any such Naturally Slim Party for, all claims you have or may have arising out of or in any way related to these Terms. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “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.”

14. Digital Millennium Copyright Act Compliance

We have a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Site infringes any copyright that you own or control, you may notify Naturally Slim’s Designated Agent as follows:

Designated Agent: NS412, LLC

Attn: Privacy Officer

Address: 12712 Park Central Drive,

Suite 300,

Dallas, Texas 75251

Email: notices@naturallyslim.com

Telephone: 855-999-7549

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should also note that if you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including, without limitation, costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

15. Termination

These Terms are effective unless and until terminated by either you or Naturally Slim. You may terminate these Terms at any time by ceasing any and all use of the Services. Naturally Slim may terminate these Terms at any time without notice and deny you access to the Services, if in Naturally Slim's sole discretion, you fail to comply with any term or provision of these Terms. Any termination of these Terms shall not limit Naturally Slim's other rights and remedies available under law or equity. Upon any termination of these Terms by either you or Naturally Slim, you must promptly destroy all materials downloaded or otherwise obtained from these Services, as well as all copies of such materials, whether made under these Terms or otherwise.

16. Dispute Resolution; Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Naturally Slim and limits the manner in which you can seek relief from us, including a class action waiver. This Section 16 applies to all Disputes (unless excluded under Section 16.1) between you and the Naturally Slim Parties.

16.1. Binding Arbitration.

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Naturally Slim agree (a) to waive your and Naturally Slim’s respective rights to have any and all Disputes arising from or related to these Terms, or the Services or Naturally Slim Content, resolved in a court, and (b) to waive your and Naturally Slim’s respective rights to a jury trial. Instead, you and Naturally Slim agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

16.2. No Class Arbitrations, Class Actions or Representative Actions.

You and Naturally Slim agree that any Dispute arising out of or related to these Terms, the Services or Naturally Slim Content is personal to you and Naturally Slim, and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Naturally Slim agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Naturally Slim agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

16.3. Federal Arbitration Act.

You and Naturally Slim agree that these Terms affect interstate commerce and that the enforceability of this Section 16 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

16.4. Notice; Informal Dispute Resolution.

You and Naturally Slim agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Naturally Slim shall be sent by certified mail or courier to 12712 Park Central Drive, Suite 300, Dallas, Texas 75251, notices@naturallyslim.com. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with Section 7 and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Naturally Slim cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Naturally Slim may, as appropriate and in accordance with this Section 16, commence an arbitration proceeding or, to the extent specifically provided for in Section 16.1, file a claim in court.

16.5. Process.

Except for Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Naturally Slim agree that any Dispute must be commenced or filed by you or Naturally Slim within one (1) year of the date the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and Naturally Slim will no longer have the right to assert such claim regarding the Dispute). You and Naturally Slim agree that (a) any arbitration will occur (i) in Dallas, Texas, (ii) in the county where you reside, or (iii) telephonically, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the American Arbitration Association’s (“AAA”) Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth herein (“AAA Rules”), which are hereby incorporated by reference, and (c) that the seat of the arbitration shall be Dallas, Texas and that state or federal courts of the State of Texas and the United States, respectively, sitting in Dallas, Texas, have exclusive jurisdiction over any litigation in aid of arbitration and the enforcement of any arbitration awards. The parties shall attempt to agree on the single arbitrator to be appointed to resolve the dispute. If the parties are unable to reach agreement within 30 days after commencement of the arbitration with the AAA, the arbitrator selection process identified in the AAA Consumer Arbitration Rules shall apply. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court. Each party shall be responsible for its costs incurred in such arbitration, but the arbitrator shall not have the authority to re-allocate those costs in an award or otherwise. If you cannot afford to pay for the arbitration, you agree to provide us the option of paying the arbitrator before seeking to initiate any other form of dispute resolution, including litigation. As part of the arbitration, both you and Naturally Slim will have the opportunity to reasonable discovery of non-privileged information that is relevant and material to the Dispute, including the ability to request from each other, and third parties, documents, information and testimony that is relevant and material to the Dispute.

16.6. Authority of Arbitrator.

As limited by the FAA, these Terms and the applicable AAA Rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. 

16.7. AAA Rules.

The AAA Rules and additional information about the AAA are available on the AAA website. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the AAA Rules, or (b) waive your opportunity to read the AAA Rules and any claim that the AAA Rules are unfair or should not apply for any reason.

16.8. Severability.

If any term, clause or provision of this Section 16 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 16 will remain valid and enforceable. Further, the waivers set forth in Section 16.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

16.9. Opt-Out Right.

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 16 by writing to:

NS412, LLC

Attn: Privacy Officer

Address: 12712 Park Central Drive,

Suite 300

Dallas, Texas 75251

Email: notices@naturallyslim.com

Telephone: 855-999-7549

In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 17.

17. Applicable Law; Venue

These Terms, and your access to and use of the Services shall be governed by and construed and enforced in accordance with the laws of the State of Texas, without regard to conflict of law rules or principles (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved on an individual basis in the state or federal courts of the State of Texas and the United States, respectively, sitting in Dallas, Texas.

18. General

Naturally Slim may change, move, edit, modify, restrict access to, discontinue or delete portions of, or may add to, the Services from time to time and without notice. Naturally Slim reserves the right to change, modify, add to, delete, or otherwise alter these Terms at Naturally Slim’s sole discretion at any time. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Services or updating the “Effective Date” date at the beginning of these Terms. Such changes and/or modifications shall be effective immediately upon their posting and can be viewable by periodically clicking on this link. Please print a copy of these Terms for your records. Your use of the Services following any such change constitutes your agreement to follow and be bound by the revised Terms. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Services. If you do not agree to the revised Terms, you may not access or use the Services.

19. Severability

If any provision of these Terms shall be found to be unlawful, void, or for any reason unenforceable, that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

20. No Waiver

A failure on the part of Naturally Slim to enforce any part of these Terms shall not constitute a waiver of any of Naturally Slim's rights under these Terms, whether for past or future actions on the part of any person. Only a specific written waiver signed by an authorized representative of Naturally Slim shall have legal effect.

21. Miscellaneous

Unless otherwise specified and except to the extent Naturally Slim products or services are offered for sale in the United States through these Services, these Services and the Naturally Slim Content thereof are displayed solely for the purpose of promoting Naturally Slim's products and services available in the United States and select foreign markets. These Services are controlled and operated by Naturally Slim from its offices in Garland, Texas. These Terms shall be construed in accordance with the laws of the State of Texas, without regard to any conflict of law provisions.

22. Apple Device Additional Terms

If you access an App via a mobile device or tablet branded by Apple, Inc. (“Apple”) and running Apple’s iOS (an “Apple Device”), the following terms (“Apple Terms”) are hereby made part of these Terms:

If these Apple Terms conflict with any other provision of these Terms, then the Apple Terms control with respect to access and use of the Digital Services via an Apple Device. Apple is not a party to these Terms and does not own and is not responsible for any App you access via your Apple Device (“iOS App”) and the content thereof. The Apple App Store Terms of Service (the “App Store Terms of Service”) control to the extent of any conflict with these Terms with respect to an iOS App. The license granted to use an iOS App is limited to a non-transferable license to use the App on an Apple Device that you own or control and as permitted by the usage rules set forth in the App Store Terms of Service. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to any iOS App. In the event of any failure of the iOS App to conform to any applicable warranty provided by Naturally Slim in these Terms, you may notify Apple and Apple will refund the purchase price for the iOS App (if any). To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App and will not be responsible for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty. Apple is not responsible for addressing your or any third-party claims relating to an iOS App and/or use of an iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that an iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. It is not the intent of these Terms to limit Naturally Slim’s liability beyond what is permitted by applicable law. In the event of any third party claim that an iOS App or your possession and use (in accordance with these Terms) of an iOS App infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms with respect to any iOS App, and that, upon your acceptance of these Terms, Apple has the right (and deemed to have accepted the right) to enforce the Terms against you with respect to the iOS App as a third-party beneficiary thereof. Please direct any questions, complaints or claims with respect to an iOS App to Naturally Slim at the contact information provided below.

23. Contact Us

privacy@naturallyslim.com

Peerfit is the universal account for fitness. Through our platform, you gain easy access to a variety of fitness studios and gyms, empowering you to personalize your journey to wellness, so you can lead a more active and healthier lifestyle.

Yes! When traveling in a Peerfit Studio Network, you can use your Peerfit credits at any studio in the Peerfit network. Note: Peerfit is only available in the U.S.

The gym does not know about Peerfit:

Contact the peerfit team immediately at support@peerfit.com.

The gym is not accepting a user’s visit:

Contact our client services team immediately at support@peerfit.com.

Peerfit credits replenish on the first of the calendar month and unused credits expire at the end of the calendar month.

Yes, you may purchase additional credits from the Reserve Now modal. You will be prompted to purchase additional Peerfit credits when you attempt to reserve a class with insufficient available credits to cover the credit cost of the class. The cost per credit is $3.50 USD.

**IMPORTANT Please note there is NOT a way to purchase and "store" credits on your Peerfit account. Additional Peerfit credits are ONLY available from the Reserve Now window (when insufficient credits are available to cover the cost of the reservation).

No, Peerfit credits cannot be transferred to another Peerfit account or shared among Peerfit users. Credits can only be used by the account holder.

You may use your Peerfit credits toward a FitKit by going to <https://peerfit.com/fitkits> and selecting the Purchase option.

FitKits include a Jump Rope, Resistance Band, Body Bands (set of 3), and an Equipment Guide.

* Limit one FitKit per person. Due to a high volume of orders as a result of COVID-19, delivery may take 3-4 weeks. FitKits cannot ship to a PO Box.

To Check-in to your gym, simply navigate to the Upcoming section of the Peerfit mobile app, select Memberships, and click Check-in. You may install the Peerfit iOS app here. You may install the Peerfit Android app here.

Yes, if the respective gym offers a membership through Peerfit. If offered, the Purchase Membership option will be displayed on the respective studio's Peerfit page.  If no Purchase Membership option is displayed, the studio does not offer a membership through Peerfit.

Important: All memberships purchased through Peerfit are single, adult memberships.

To cancel your membership, log in to your Peerfit account, go to the Membership tab, and click “Cancel Membership” under the respective membership card. Your membership will remain active until the 1st of the following month.

In order for a gym membership purchased through Peerfit to renew automatically each month, a Day Pass, Class Reservation, or Peerfit Check-in at your member gym must have been created through Peerfit in that respective month.

At this time you cannot access FORTË through the Peerfit App. You can access your FORTË membership through the Peerfit Mobile Site. To do so, log in to your Peerfit account and click on your Profile image in the right hand corner. From the drop down menu, select “Memberships”. Then click on Go to FORTË and you will be taken to the FORTË login page.

No, you will have a separate profile for FORTE on their site.

Yes, FORTË offers Beginner, Intermediate, and Advanced workouts. You can see what level a class is by hovering over the class with your mouse and clicking MORE INFO.  On the left it will say DIFFICULTY and either EASY, MEDIUM, or HARD.

The Peerfit website peerfit.com (the “Site”) and the Peerfit mobile application (the “App”) are provided by Peerfit, Inc. (“Peerfit”). You may access and use certain portions of the Site without registering as a Member, but the App and certain functionality of the Site is limited to Members. By downloading the App, registering to become a Member or otherwise using the Site, you agree to be bound by these Terms of Service (the “Agreement”). If you wish to become a Member and communicate with other Members and make use of the Peerfit service through the Site or the App (the “Service”), you must read these Terms of Service and indicate your acceptance of them by following the instructions in the Sign Up page. If you do not agree to these Terms of Use, you may not use the App, the Site or Service, and you should immediately discontinue any further use.

Peerfit is not a health plan, health plan provider or a health insurance company.

This Agreement, including Peerfit’s , sets out the legally binding terms of your use of the App, the Site and the Service. This Agreement may be amended by Peerfit from time-to-time. In the event of a material alteration to the terms of this Agreement, as determined in Peerfit’s good-faith and reasonable judgment, Peerfit will provide notice to you and your acknowledgement and continued use of the App, the Site or the Service after such notice will indicate your agreement to the amended terms. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Services. You acknowledge and agree that the specific offerings of the Service may change from time-to-time without prior notice to you and Peerfit shall have no liability to you for the discontinuance of any specific aspect of the Service. Moreover, Peerfit may deny, revoke, or otherwise restrict the access privileges of you or any Member at any time fails to comply with this Agreement.

1. Eligibility. You must be thirteen or over to register as a member of Peerfit or use the Service. The Service is not intended for use by children under thirteen; if you are under thirteen years of age, please do not use the Service or register as a Member. Membership in the Service is void where prohibited.

2. Registration. In order to use the Service, you must register as a member (herein a “Member”) and provide to Peerfit certain basic information about yourself, which may include personal data such as your city, state and zip code, date of birth, gender, first and last name and a valid email address. By registering as a Member in the Service, you represent and warrant that (a) you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement; (b) all registration information and Content (as defined below) you submit is truthful and accurate; (c) you will maintain the accuracy of such information; and (d) your use of the Service does not violate any applicable law or regulation. If any information provided by you is untrue, inaccurate or not current, Peerfit reserves the right to terminate your membership and use of the Service. As part of the registration process, you will be asked to provide your email address, which address will act as your log-in for the Service. Please note that Peerfit may refuse use of any email, username or password for any reason in its sole discretion, including without limitation, if such email, user name or password contains illegal, obscene or offensive language or is protected by trademark or other intellectual property rights or may cause confusion. You are solely responsible for the activity that occurs through the use of your email and account with Peerfit. You must notify us immediately of any breach of security or unauthorized use of your account or use of your password.

3. Term. This Agreement will remain in full force and effect while you use the App, or the Site, and are a Member. You may terminate your membership at any time, for any reason by following the instructions for Deleting Account on the Edit Profile page. Peerfit may terminate your membership and suspend or terminate your use of the Service for any reason, at any time, including, without limitation, if Peerfit believes that you are under thirteen years of age or you are in breach of any representation, warranty or covenant contained herein or in order to protect the App, the Site or other users from harm.

4. Credit Purchase. Peerfit members, may purchase additional credits outside of your monthly allotted credits for $3.50 per credit.  Certain Services may also be made available through the Site or App for a fee. All pricing information related to the purchase of credits or additional services  will be communicated to you through the Site or App. Peerfit reserves the right to institute, or modify, applicable fees at any time at its sole discretion, either for continued use of the Service or for any specific functionality. If Peerfit institutes any such fees, Your access to the Service or the specific functionality may be terminated or restricted if You do not choose to pay such fees. Peerfit is not a bank, money services business, or a payment processor. All payments for use of the Services are processed through a third-party payment services provider. Your relationship with Peerfit is separate from your relationship with the third-party payment services provider and the payment of any funds shall be governed by the terms of services of the third-party payment services provider.

a. Third-Party Provided Plan. Enterprise, employer-provided, and/or Insurance wellness plan members may be subject to different payment terms, or other terms outside of this agreement. Refer to your benefits administrator or insurance wellness program documents.

c. Memberships. The cost (credits used) of gym or studio membership and/or digital streaming fitness subscriptions are not refundable. Peerfit reserves the right to cancel any ineligible memberships, digital streaming fitness subscriptions or accounts being used outside of the intended design.

d. Reservation Cancellation. Reservations may be cancelled up to twelve (12) hours before the start of the class. Reservations cancelled within twelve (12) hours of the start of the class will be considered a late cancel and result in the forfeiture of the credits used to reserve that class. In some circumstances depending on the individual gym or studio’s policy, you will be unable to cancel a reservation and you will not be refunded nor receive any credits back. Peerfit will use commercially reasonable attempts to make you aware of such circumstances. For clarity, Peerfit will not refund any credits or any additional credits purchased as a result of a late cancel.

5. Use of the Site and Service. In accessing the Services, you agree that: (i) if you register as a Facility or Instructor, you may use the Service solely for your internal business purposes as permitted on the Service; or (ii) if you register as an individual Member or a Group, you may use the Service solely for your own personal non-commercial use. Use of the Services, materials, or information provided through the Services for any other purposes is prohibited without Peerfit’s prior written consent. Illegal and/or unauthorized uses of the App, the Site or the Services, including collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking will be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress.

a. You acknowledge and agree that the Service, the Site, and the App may include advertisements, which advertisements may be targeted based on your personal preferences and activities as provided to the Service. Peerfit will not, however, provide your name or personally identifiable information to any such advertiser without your permission (See Privacy.) You agree that such advertisements are a necessary part of the Service.

b. You are expressly prohibited from copying, modifying, distributing, transmitting, displaying, reproducing, publishing, licensing, creating derivative works from, linking to or framing on another website, using on any other website, or transferring or selling the Site or its content without Peerfit’s prior written permission. This prohibition expressly includes, but is not limited to, the practices of “web scraping”, “screen scraping” and “data mining.” Furthermore, You are prohibited from using the content for any public or commercial purpose. You may not reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from the Site or its content.

6. Intellectual Property Rights in the Service, the Site, and the App. Except for the limited rights of access granted herein, Peerfit owns and retains all rights, title and interest in the App, the Site and the Services, including without limitation, all content, graphics, video, sound, logos, software, trademarks, service marks and other material therein (the “Content”) and all intellectual property rights associated with the App, the Site, the Services and Content. Except for that information or content which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, republish, mirror, frame, transmit, distribute, perform, display, sell, or otherwise make available to third-parties the App, the Site, the Service or any Content. Except as expressly set forth herein, your use of the App, the Site or Service does not create any license or any other rights in Peerfit's or any third-party's copyrights, trademarks or any other intellectual property or proprietary rights. All product names, logos, trademarks and service marks appearing on the App or the Site are the property of Peerfit or other third-parties. Nothing in these terms of use shall be construed to grant you any right or license in any of these names, logos, trademarks or service marks without the prior written consent of the owner. All rights in and to the Service and the Site not expressly granted herein are reserved by Peerfit.

7. User Content.

a. You may provide certain personal information, including personal images, and other material or content to Peerfit through and for use on the Service (“User Content”) and create your own profile page. You may not post, transmit, upload or publish any User Content that you did not create or have permission to post. You also consent to the use of your image(s) if included in the User Content and represent that you have obtained the consent of every individual who may appear in your User Content. Please note that even if you restrict access to your profile page or make your profile page a private page, your name will appear as a Member of Peerfit.

b. You understand and agree that Peerfit, may review and delete any User Content that in the sole judgment of Peerfit, violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Members.

c. You are solely responsible for the User Content that you upload, publish or display (hereinafter, "post") on the Service, or transmit to other Members.

d. You will retain ownership rights in your User Content. However, by posting User Content to the Service, you automatically grant, and you represent and warrant that you have the right to grant, to Peerfit, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license in perpetuity, to use, copy, perform, display, and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing as necessary for the provision of the Service and Peerfit’s related business purposes.

e. You are solely responsible for your use of the Service. Peerfit shall have no obligation to monitor User Content, but reserves the right to do so and to investigate and take appropriate action, including legal action, in its sole discretion, including without limitation, removing the offending communication from the App, the Site or the Service and terminating the membership of such violators. You agree that you will not provide User Content or otherwise use the Services in such a way that:

i. involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming";

ii. promotes information that you know is false or misleading

iii. promotes illegal activities or conduct

iv. constitutes stalking of any other user or is bullying, abusive, threatening, obscene, pornographic, defamatory or libelous or violates the rights of any third-party, including a party’s right of privacy or publicity;

v. provides instructional information about illegal activities such as making or buying illegal weapons or providing or creating computer viruses; and

vi. solicits or collects passwords or personal identifying information for commercial or unlawful purposes from other users.

vii. interfere with, or attempt to interfere with, the normal operations of the App, the Site, the Services or any other user’s use of the same, including by deleting, altering or blocking another user’s postings, deliberately providing false information, overloading, flooding, spamming or crashing the Services or its underlying systems or by altering any profile or other information provided by any user;

viii. post, share, link to or submit any content or material that is the protected health information of another as that term is defined by the Health Insurance Portability and Accountability Act;

ix. use the Services for illegal file sharing or post, upload, distribute or share any User Content or other content that infringes the intellectual or other proprietary rights of any third-party.

f. Even though all of the above is strictly prohibited, there is a chance that you might become exposed to other User Content that you find objectionable or offensive and you further waive your right to any damages (from any party) related to such exposure.

g. You must use the Service in a manner consistent with any and all applicable laws and regulations.

8. Member Disputes. You are solely responsible for your interactions with other Peerfit Members. Peerfit reserves the right, but has no obligation, to monitor disputes between you and other Members.

9. System Requirements

a. Peerfit supports these modern browsers for desktop:

i. Chrome - Latest stable release

ii. Safari - Latest stable release

iii. Firefox - Latest stable release

iv. Edge - Latest stable release

b. The Peerfit app is available for these mobile platforms:

i. iOS - Version 10 or higher

ii. Android - Version 5.0 or higher with Google Play

10. Privacy. Use of the Site and/or the Service is also governed by our .

11. Disclaimers.

a. Health and Exercise Disclaimers. We urge you to consult your physician or other health care professional before starting any exercise or fitness program to determine if it is right for your needs. This is particularly true if you (or your family) have a history of high blood pressure or heart disease, or if you have ever experienced chest pain when exercising or have experienced chest pain in the past month when not engaged in physical activity, smoke, have high cholesterol, are obese, or have a bone or joint problem that could be made worse by a change in physical activity. Do not start this or any other fitness program if your physician or health care provider advises against it.

b. Please note that we do not review, qualify or warrant any workout program or materials provided on the Service, whether from a Facility, Instructor or other Member. You are solely responsible for your use of any such program or materials. Regardless of the workout program, you should warm up for a few minutes prior to starting any exercise. Always exercise at a level at which you feel comfortable. If you experience discomfort, faintness, dizziness, pain or shortness of breath at any time while exercising you should stop immediately.

c. The recommendations, instructions and advice contained on the Site or through the Service are in no way intended to replace or to be construed as medical advice, diagnosis or treatment, and are offered for informational and entertainment purposes only. If you have any concerns or questions about your health, you should always consult with a physician or other health care professional. Do not disregard, avoid or delay obtaining medical or health related advice from your healthcare professional because of any content you may obtain through the Site or Service. The use of any information provided on the Site or through the Service is solely at your own risk.

d. You acknowledge that there is a risk of injury associated with any exercise activity. Always use safe techniques and protective equipment when engaging in exercise. If you are unfamiliar with or do not understand the proper techniques and/or use of equipment for the exercises you intend to perform, please seek advice and assistance before performing them. Peerfit is not responsible or liable for any injury that may result from improper use of any workout programs provided on the Service or any exercise program or activity in which you participate arising from the use of the App, the Site or Service. By using the App, the Site and/or Services, you agree to accept all risks associated with any workout programs or materials you obtain or participate in and that you will not hold Peerfit liable for any injury or illness that may occur.

e. If you are in the United States and think you are having a medical or health emergency, call your health care professional, or 911, immediately.

f. General Disclaimers. THE SITE AND SERVICE MAY CONTAINS INFORMATION, FACTS, OPINIONS, AND RECOMMENDATIONS OF VARIOUS INDIVIDUALS AND ORGANIZATIONS REGARDING GYMS, WORKOUT FACILITIES, INSTRUCTORS, SPORTS, HEALTH, AND FITNESS. PEERFIT AND ITS AFFILIATES, AGENTS AND LICENSORS CANNOT, AND DO NOT, GUARANTEE THE ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF, OR OTHERWISE ENDORSE, ANY OPINIONS OR RECOMMENDATIONS OR ANY INSTRUCTORS OR FACILITIES THAT MAY PARTICIPATE IN OR BE LISTED ON THE SITE OR SERVICE.

g. PEERFIT IS NOT A HEALTH CARE PROVIDER. PEERFIT DOES NOT OFFER ANY HEALTH RELATED SERVICES THROUGH ANY OF OUR SERVICE OFFERINGS NOR DOES PEERFIT PROVIDE MEDICAL ADVICE. NONE OF THE INFORMATION ON THE SITE SHOULD BE MISCONSTRUED AS PROFESSIONAL MEDICAL ADVICE OR SUBSTITUTED FOR PROFESSIONAL MEDICAL ADVICE. SHOULD YOU HAVE ANY QUESTIONS ABOUT YOUR HEALTH OR MEDICAL CONDITION PLEASE CONTACT YOUR HEALTH CARE PROVIDER. IN AN EMERGENCY, YOU SHOULD CONTACT 911 OR YOUR LOCAL EMERGENCY ASSISTANCE NUMBER IMMEDIATELY.

h. PEERFIT IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE OR MEMBER OF THE SERVICE. PEERFIT ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER OR MEMBER COMMUNICATIONS. PEERFIT IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO USERS AND/OR MEMBERS OR TO ANY OTHER PERSON'S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE SITE AND/OR IN CONNECTION WITH THE SERVICE.

i. THE SERVICE AND ALL CONTENT AND INFORMATION INCLUDED IN OR AVAILABLE THROUGH THE SITE OR SERVICE ARE PROVIDED "AS IS" FOR YOUR USE WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, PEERFIT DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. PEERFIT CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICE. PEERFIT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE MATERIALS AND INFORMATION ON THIS SITE OR ANY WEBSITE LINKED TO THIS SITE. NOR DOES PEERFIT WARRANT THAT THE SITE WILL BE ACCESSIBLE AT ALL TIMES OR IN ALL GEOGRAPHIC AREAS. THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM PEERFIT OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. FURTHER, PEERFIT DOES NOT WARRANT THAT THIS SITE OR THE SERVICE ARE FREE FROM COMPUTER VIRUSES, WORMS OR OTHER HARMFUL EFFECTS. YOUR USE OF THE SITE AND SERVICE IS SOLELY AT YOUR OWN RISK.

12. Limitation on Liability. Limitation on Liability. EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, UNDER NO CIRCUMSTANCES SHALL PEERFIT BE LIABLE FOR ANY DIRECT, INDIRECT, ACTUAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES ATTRIBUTABLE TO ANY PERSONAL INJURY OR DEATH, LOSS OF DATA, LOSS OF BUSINESS, LOST PROFITS OR LOSS OF USE, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR THE SITE (OR WEBSITES LINKED TO THE SITE), EVEN IF PEERFIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PEERFIT'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO PEERFIT FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.

13. Facilities and Instructors; Third-Party Services and Websites. Peerfit does not qualify, endorse, investigate or approve any Facilities or Instructors listed on the Service. You are solely responsible for ensuring that any such Facilities and Instructors from whom you purchase materials, such as workout materials, or services are qualified or meet your needs. In no event will Peerfit be responsible or liable for any materials or services provided by such Facilities or Instructors or for their failure to provide any such materials or services. The Site and Service may contain links to third-party websites that are not owned or controlled by Peerfit. Peerfit has no control over, and assumes no responsibility for, the content, privacy policies, products, services or practices of any third-party websites. In addition, Peerfit will not and cannot censor or edit the content of any third-party websites. By using the Service, you expressly relieve Peerfit from any and all liability arising from or in connection with your use of any Facility, Instructor or third-party websites. Facilities may, at any time, alter, amend or cancel their scheduled offerings without notice. As a result, a reserved class may be cancelled without notice to the subscriber. Peerfit accepts no liability for this cancellation beyond crediting your Peerfit account with credits equivalent to the value of the cost of the reservation.

14. Disputes. If there is any dispute about or involving the Site and/or the Service, by using the Site, you agree that the dispute will be governed by the laws of the State of Florida without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts of the State of Florida.

15. Indemnity. You agree to indemnify and hold Peerfit, its subsidiaries, affiliates, and their respective officers, agents, representatives and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, due to or arising out of your use of the App, the Site or the Services and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above.

16. No Agency. There is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between Peerfit and any User of the Service.

17. Location of Service. The Service and Site is controlled and offered by Peerfit from its facilities in the United States of America. If you reside outside of the United States, please note that U.S. law governs Your use of the App, the Site and the Services and the sharing of information within the App, the Site and Services. Without limiting the generality of the foregoing, Peerfit is based within the United States and does not offer goods or services to individuals in the European Union or monitor behavior of individuals within the European Union.

18. Feedback. You understand and agree that any ideas or suggestions for improvements to the Site or Service, including without limitation, enhancements, new functionality or concepts, shall be owned by Peerfit. Peerfit shall have the right to use any such ideas or suggestions in its sole discretion and with no payment or consideration to You.

19. Assignment. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Peerfit without restriction.

20. Other. This Agreement, including the , accepted upon use of the App, the Site and further affirmed by becoming a Member of the Service, contains the entire agreement between you and Peerfit regarding the use of the Site and/or the Service. If any terms and conditions of this Agreement are not accepted by you in full, you do not have permission to access the contents of the Site or use the Service and therefore should cease using this Site immediately. The failure of Peerfit to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.

Please contact us with any questions regarding these Terms of Use at ; or 1060 Woodcock Rd Ste 128 #96128, Orlando, FL 32803-3607

MeMD helps address common medical and behavioral health issues.Urgent Care: You can use our Urgent Care service line for non-emergency or low-acuity conditions that you would typically visit an urgent care, retail clinic or primary care provider for, such as the flu, a cold, allergies, strains and sprains. See a full list of the urgent care issues we treat.

Less than 5% of visits are redirected to in-person care for appropriate evaluation. 

In some states, a video connection is required by law. Even where it is not required, a video connection allows our board-certified medical/psychiatry providers and licensed therapists to deliver the best possible care. When a provider can see you, she/he can better assess your condition and monitor visual cues. Please be advised that it’s at the provider’s discretion as to whether a video consultation is necessary. A video connection can be made using your computer’s webcam, or through the MeMD app. For full instructions on setting up an appointment, register or log into your account. 

You should request a consultation where you are currently physically located. The service line you select does not have to correlate with your home or billing address, it depends on where you are located at the time you request a visit. If a provider decides a prescription is necessary, we can electronically submit an e-prescription to the pharmacy nearest you. 

No, you will need to create a separate profile for any children, dependents or spouses. This ensures each person has his/her own medical profile and medical history. 

Unfortunately, no. We do want to support your care between office visits, though, such as when you are traveling or when you have a limited condition, such as an infection, flu or allergies that needs quick and convenient treatment. 

MeMD accepts payment from FSA, HSA and HRA accounts, as well as personal debit and credit cards. 

Our physicians are medically trained, U.S. board certified in their specialties, licensed and credentialed. They hold bachelor’s (B.A. or B.S) and Doctor of Medicine (M.D.) or Doctor of Osteopathic Medicine (D.O.) degrees. Our physician assistants are medically trained, NCCPA certified, licensed and credentialed. They hold bachelor’s (B.A. or B.S.) and Physician Assistant Studies (MPAS), Health Science (MHS) or Medical Science (MMSc) degrees. Our nurse practitioners are medically trained, ANCC or AANP certified in their specialties, licensed and credentialed. They hold Bachelor of Science in Nursing (BSN) and Master of Science in Nursing (MSN) degrees. Our behavioral health team of masters-level professionals includes experienced and accredited Licensed Professional Counselors, Licensed Clinical Social Workers, Marriage and Family Therapists and equivalent licensed professionals. 

Yes! Simply log into MeMD’s patient portal to print or download your medical records. We store medical records as PDF documents, so they are easy to keep or share with your physician. 

We are HIPAA compliant and have policies in place to prevent unauthorized disclosure of your protected health information. If you would like us to send or disclose your medical records on your behalf to another person or entity, we require written authorization and signed consent. Additionally, if you would like to prevent specific disclosure of your protected health information to a specified person or entity, please let us know. You may email hipaacompliance@memd.me and the HIPAA Compliance Officer can assist you with any authorizations, restrictions or privacy questions. 

All data entered within our application is securely and privately stored. Your password and other important data are protected through the use of encryption, such as the Secure Socket Layer (SSL) protocol—the same type of security used by banks. Our servers are housed in world-class, highly secure data centers utilizing state-of-the art electronic surveillance and multi-factor access control systems. Data centers are staffed 24/7 by trained security guards, and access is authorized strictly on a privileged basis. Additionally, environmental security measures are in place to minimize disruptions to operation. MeMD’s data storage is spread across several geographic regions and availability zones, allowing us to stay operational during most failure situations, including natural disasters and power outages. 

Please review the age requirements below for MeMD’s various service lines: ·      Urgent Care: MeMD users must be at least 18 years old or have a parent/guardian present at time of visit. 

Talk Therapy: Our Talk Therapy service line is available to users 18+.

Teen Therapy: Teen Therapy is available to users 10-17. 

Psychiatry: Psychiatry is available to users 18+. A valid email address is required to create your account, and a valid credit card is required to request a visit if you are not part of a plan that covers the visit fee. Users must have a high-speed Internet connection. MeMD works best with the following browsers: Chrome for computers, androids, and MacBooks; and Safari for iPhone/iPads For video consultation, users must have a webcam or video-enabled mobile device. Javascript and Cookies should remain enabled. 

Yes. Patients must cancel a scheduled session at least 24 hours in advance of the session in order to receive a full refund. If the session is not cancelled before that time, the patient will be responsible for a missed session fee or the fees the patient’s insurer or other payor would have otherwise paid for the scheduled services had they taken place. Patients can miss up to 40% of their session time without (i.e. arrive late) and nevertheless continue to log on for their scheduled visit. The patient will then have the ability to complete the remaining 60% of their scheduled visit. The session will end at the originally scheduled time.Learn more about our No Show, Cancellation, and Late Arrival Policies.

We provide care for many of the most common health conditions that affect the body and the mind. You can review a list of frequently treated medical and mental health conditions on our site.

If it is not an emergency condition, yes. Our providers are able to offer medical advice, counsel you about your condition, and help you work through your treatment options.

If you’re wondering whether you have anxiety or depression, you may speak with one of our therapists and/or psychiatry providers about the condition and symptoms. They can help you identify the root cause of the issue, identify solutions for overcoming challenges, and potentially start you on a new regiment of medication (psychiatry providers only). Learn more about our therapy and psychiatry services.

If you are under the care of a health care provider already, we may be able to refill your prescription on a temporary basis (as long as the medication is not controlled or otherwise against our prescription policy).

Can MeMD fill out medical forms?

Most forms require an in-person exam. Common examples include driver’s forms, sports physicals and handicap assessments. If you have a different kind of form, it may be possible for our providers to help you. Be sure to have as much documentation as possible to share with your provider. You can upload this information to your chart before you begin the consultation.

Can MeMD’s providers order lab tests?

Yes! If necessary, MeMD’s medical and psychiatry providers can order lab tests for you. It is your responsibility to complete the lab tests in person and have the results sent back to MeMD in a timely manner for the provider to review.

Yes! Our board-certified medical providers are capable of treating multiple conditions per consultation. Please be advised that it is at the provider’s discretion if he/she feels comfortable treating both conditions, or if in-person care is more appropriate.

Yes! Our medical and psychiatry providers can write prescriptions when necessary and in compliance with MeMD’s prescription policy. MeMD providers can also temporarily refill your maintenance medications for up to 90 days within a six-month period. Please note that MeMD is not a replacement for your primary care physician or annual office checkup and MeMD is not an online pharmacy.

Any prescriptions written by MeMD providers will be electronically sent to a local pharmacy for purchase and pick-up. You may access and download a copy of your provider’s visit summary for your records within MeMD’s secure portal.

MeMD providers do not prescribe narcotic pain relievers, or other drugs listed as controlled substances by the U.S. Drug Enforcement Agency or regulated under State law. Review the DEA Controlled Substances Schedule if you are interested in a particular prescription and are uncertain if it is listed as a controlled substance. MeMD consultations treat the majority of common medical conditions; however, a small number of cases require an in-person visit for complete care.

MeMD’s licensed therapists do not provide prescriptions for emotional and mental health concerns. 

When appropriate, MeMD providers will electronically prescribe medications to treat your condition, which you can then pick up from your local pharmacy. Some common medications that our providers prescribe include:

• Amoxicillin

• Augmentin

• Azithromycin (Z-pack)

• Bactrim

• Ciprofloxacin

• Diflucan

• Erythromycin

• Flagyl

• Flexeril

• Flonase nasal spray

• Imitrex

• Macrobid

• Phenergan

• Prednisone

• Pyridium

• Tessalon Perles

• Zofran

Your MeMD provider will not prescribe or renew a prescription for controlled substances regulated by the U.S. Drug Enforcement Agency. Also, MeMD providers will not prescribe Tramadol, Carisoprodol, Fiorcet, Pseudoephedrine, and/or Armodafinil.

Patients, please be informed that MeMD is not a replacement for an office-based medical physical, nor is it an online pharmacy.

Our providers will discuss your health history and assess whether a refill is safe at the time of your visit or whether it’s prudent to see your primary care physician in person. The decision to provide a refill and the quantity is at the sole discretion of the provider. If continuing a regimen, they require proof of a recent prescription for all refills (e.g., photo of your most recent prescription bottle).

In general, providers cannot increase the initial dosage of a particular medication as suggested by your primary care physician. For your safety, our maximum refill policy is no more than a 90-day refill within a six-month period. Be sure to share any information you have about your health history and condition that may help facilitate your refill (such as recent lab tests or recent blood pressure readings).

MeMD providers can electronically send prescriptions to verified pharmacies within the United States, including mail-order pharmacies. We are unable to send prescriptions to Canadian pharmacies.

Generally, we cannot prescribe these items because they require monitoring, follow-up and an in-person physical assessment.

Our providers cannot write any type of referral. Referral notes for physical or occupational therapy require an in-person evaluation.

Generally, this depends on your history and the provider’s assessment of the risks and benefits to you. If you are currently taking this medication, a MeMD provider can discuss your health history and assess whether a refill is safe at this time, or whether it would be prudent to see a provider in person. Our maximum refill policy is 90 days within a six-month period.

MeMD Providers can start you on a new birth control regimen through our Men’s and Women’s health service line. Please review our prescription policy for Men’s and Women’s Health.

Controlled substances have the potential for addiction and must be carefully prescribed. Due to the nature of telemedicine, we cannot monitor these risks, follow-up on a continual basis or provide an in-person assessment.

Wellbeats Virtual Fitness is the premier on-demand fitness provider that delivers fitness classes, challenges, and fitness assessments to employees anytime, anywhere. Wellbeats proprietary content and technology enables individuals and families to take control of their health with fitness solutions that fit their lives. 

Wellbeats offers 30 channels and hundreds of virtual fitness classes for every age, stage and ability.  Each channel has multiple classes, so users never get bored with the same class.  From cycling to yoga to TKO, Wellbeats offers challenging workouts that can be enjoyed anywhere or anytime. 

Yes! This can be done through the Wellbeats Fitness Profile Questionnaire. When logging into Wellbeats for the first time, you will be prompted to complete the questionnaire.  You can also find the Fitness Profile Questionnaire by selecting the My Profile option in the dropdown menu. The responses to the Fitness Profile Questionnaire will be used to personalize your experience with Wellbeats.  Wellbeats will change the way content is displayed for you and will recommend classes and challenges that you may enjoy based on your goals. 

Yes! If you are traveling or will be somewhere with a limited Wi-Fi connection, you can download up to 20 classes (depending on your device storage) to play at a later time. 

A Wellbeats challenge is the best way to stay accountable, track progress, and establish a fitness routine. Wellbeats challenges feature a daily schedule of Wellbeats classes and wellbeing activities to achieve a goal within a set period of time. Wellbeats creates system-wide challenges that are accessible to all streaming users.  

There are several benefits to enrolling in a challenge, including:  

• Personalization – When you fill out the Wellbeats Fitness Profile you will receive recommended challenges based on your goals and personal preferences  

• Community – Challenges are a great way to engage with like-minded individuals with common interests and goals  
• Reliability – Challenges eliminate the time and guesswork of choosing a workout 
• Accountability – Challenges provide notification reminders* and an easy way to track your workout progress  

A variety of goal-based challenges are offered to help keep you on track. Options include the 4-Week Get Started Challenge, the 8-week Lose Weight Challenge, 4-Week Yoga at Home Challenge, the 5-week Train Your Way to a 5K Challenge, and so much more. 

1. Check your wireless connection to ensure you have strong signal strength.  Disconnect and reconnect to your network. 
2. Close all applications and reboot your computer.  Reconnect to your network. 
3. Check your web browser to ensure it is a supported version*. You may also want to try using a different browser if possible. 
4. Clear your browser’s cache.  To find out how to do this, search for Clear Cache in your browser’s help menu.  Once cache has been cleared, close and reopen the browser and sign in to portal.wellbeats.com. 

*If you are using Internet Explorer, please ensure the version is at least Internet Explorer Version 11 or newer. 

For troubleshooting support, please contact Wellbeats Support at support@wellbeats.com

IF THIS IS A MEDICAL EMERGENCY OR CRISIS SITUATION, DIAL 911 IMMEDIATELY FOR ASSISTANCE.

CAREFULLY READ THE TERMS AND CONDITIONS OF THIS USE AGREEMENT BEFORE CLICKING THAT YOU AGREE. CLICKING “I AGREE” INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS USE AGREEMENT, PROMPTLY CLOSE THIS PAGE AND DO NOT PROCEED WITH USE OF OR SUBSCRIPTION TO THE MeMD® SERVICE. NOTWITHSTANDING THE FOREGOING, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS USE AGREEMENT WHEN YOU DO ANY OF THE FOLLOWING: (1) ACCEPT THE TERMS AND CONDITIONS OF THE USE AGREEMENT THROUGH ANY PRINTED, ORAL, OR ELECTRONIC STATEMENT, INCLUDING ON THE WEB BY ELECTRONICALLY MARKING THAT YOU HAVE REVIEWED AND ACCEPTED; (2) ATTEMPT TO OR IN ANY WAY USE OR SUBSCRIBE TO THE MeMD® SERVICE; (3) PAY FOR THE MeMD® SERVICE OR A SUBSCRIPTION TO THE MeMD® SERVICE (WHETHER YOU PAY DIRECTLY OR SOMEONE ELSE PAYS ON YOUR BEHALF); OR (4) OPEN ANY PACKAGE OR START ANY PROGRAM THAT SAYS YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS USE AGREEMENT BY DOING SO. IF YOU DON’T WANT TO ACCEPT THE TERMS AND CONDITIONS OF THIS USE AGREEMENT, DON’T DO ANY OF THESE THINGS. 

TERMS OF USE

The terms of use of the MeMD® Service as well as any subscription or other service agreement with MeMD® automatically includes but is not limited to the most recent updated terms and conditions of this Use Agreement regardless of when you first used or subscribed to the MeMD® Service. MeMD® has the right to change the terms and conditions of this Use Agreement at any time without notice to you. You may always view the most recent updated terms and conditions at http://www.memd.me/terms-conditions/. Carefully read all parts of this Use Agreement including the MANDATORY ARBITRATION provision and CLASS ACTION WAIVER provision below.

You acknowledge and understand that (1) you are using or subscribing to the MeMD® Service to facilitate the delivery of health care services (including, as applicable, mental or behavioral health services) from providers or clinicians who have agreed to provide services through the MeMD® Service (the “Providers”), and that such services are provided at the sole discretion and medical judgment of the Providers; (2) accessing the MeMD® Service from a state other than the Service Line you have requested or subscribed to is prohibited and you confirm that you are physically located in the state in which you are requesting the MeMD® Service; (3) the MeMD® Service may not be reimbursable by Medicare, Medicaid, Tricare, or any other government health care program and you agree not to use the MeMD® Service for any services that are or might be reimbursable by such programs; (4) the MeMD® Service may not be reimbursable by commercial insurers, managed care organizations, preferred provider organizations, or other payors and you will not seek reimbursement from any such payors for the cost of use of the MeMD® Service where prohibited or otherwise not permitted by the payors; (5) you are at least 18 years of age or you are accompanied by a parent or guardian who can give informed consent on your behalf if you are under the age of 18 at the time of the consultation; and (6) if you are seeking services on behalf of a child, dependent, or other person for whose medical care you are responsible, your approval of the terms and conditions of this Use Agreement will bind such other person to these terms and conditions.

PRIVACY AND SECURITY; DISCLOSURE

MeMD’s® Notice of Privacy Practices describing how medical information about you may be used and disclosed and how you can get access to this information may be viewed at http://www.memd.me/terms-privacy/. MeMD® reserves the right to modify its Notice of Privacy Practices in its reasonable discretion from time to time. The Notice of Privacy Practices and any other MeMD® privacy policies, including any amendments thereto, are incorporated into this Use Agreement in their entirety. Notwithstanding, you acknowledge and agree that information may be released without your consent in cases of medical emergency, abuse, neglect, court order, insurance billing claims requirements, adult and program evaluation, and where otherwise legally required.

If you become a free or paying customer of the MeMD® Service, you agree that MeMD® can disclose the fact that you are a free or paying customer of the MeMD® Service. MeMD® may also use your personal information to contact you with newsletters, marketing, or promotional materials and other information that may be of interest to you. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any communication we send.

Because the MeMD® Service is a hosted, online application, MeMD® occasionally may need to notify all users of the MeMD® Service (whether or not they have opted out of email communications) of important announcements regarding the operation of the MeMD® Service. Additionally, you acknowledge and agree that MeMD® may share your personal health information on a limited basis with developers and related information technology personnel authorized by MeMD® to monitor the performance of, or to improve, the MeMD® Service including, but not limited to, MeMD’s® mobile application. If you do not wish for your personal health information to be shared for this limited purpose, please immediately notify MeMD® in writing at the following address: MeMD, Inc., 7332 East Butherus Drive, Suite 104, Scottsdale, Arizona 85260, Attn: HIPAA Compliance Officer.

If you have any questions about MeMD’s® Notice of Privacy Practices, or would like to file a written complaint with MeMD®, please see the contact information for the MeMD® HIPAA Compliance Officer by referring to the full version of the MeMD® Notice of Privacy Practices at http://www.memd.me/terms-privacy/.

COOKIES POLICY

When you use or access the MeMD® Service, MeMD® may place cookies in your web browser. Cookies are small pieces of text sent by your web browser by a website you visit. Cookies can be “persistent” or “session” cookies. MeMD® uses both types of cookies for purposes such as: to enable certain functions of the MeMD® Service; to provide analytics; to store your preferences; and to enable the delivery of advertisements. MeMD® may also use essential cookies to authenticate users and prevent fraudulent use of user accounts. 

 In addition to MeMD’s® own cookies, MeMD® may use third-party cookies to help in reporting usage statistics of the MeMD® Service, deliver advertisements to you on and through the MeMD® Service, and so on. If you would like to delete cookies or instruct your web browser to delete or refuse cookies, visit the help page of your web browser where you can take the steps necessary to do so. Please note, however, that if you delete cookies or refuse to accept them, you might not be able to use all of the features we offer, you might not be able to store your preferences, and some of our pages might not display properly.

LICENSE GRANT AND RESTRICTIONS

MeMD® hereby grants you a non-exclusive, non-transferable, worldwide right to use the MeMD® Service, solely for your own purposes, subject to the terms and conditions of this Use Agreement. All rights not expressly granted to you are reserved by MeMD® and its licensors.

 You may not access the MeMD® Service if you are a direct competitor of MeMD®, except with MeMD’s® prior written consent. In addition, you may not access the MeMD® Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the MeMD® Service or its content in any way; (ii) modify or make derivative works based upon the MeMD® Service or its content; (iii) publicly display visual output of the MeMD® Service; (iv) transmit the MeMD® Service over a network, by telephone, or electronically using any means; (v) create Internet “links” to the MeMD® Service where prohibited or “frame” or “mirror” any of its content on any other server or wireless or Internet-based device; or (vi) reverse engineer or access the MeMD® Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, or graphics of the MeMD® Service, or (c) copy any ideas, features, functions, or graphics of the MeMD® Service.

You may use the MeMD® Service only for your purposes and shall not: (i) send or transmit spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send, transmit, or post a message or any information under a false name; (iii) send, transmit, post, or store infringing, obscene, threatening, libelous, defamatory, fraudulent, false, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights or the ownership or intellectual property rights of another person; (iv) send, transmit, or store material containing software viruses, worms, Trojan horses, or other harmful computer codes, files, scripts, agents, or programs; (v) interfere with or disrupt the integrity or performance of the MeMD® Service or the data contained therein; or (vi) attempt to gain unauthorized access to the MeMD® Service or its related systems or networks. You shall not use the MeMD® Service in a way that could cause damage or adversely affect any other customers of MeMD® or MeMD’s® reputation, networks, property, or services.

You agree to keep confidential and use commercially reasonable efforts to prevent and protect the content of the MeMD® Service from unauthorized disclosure or use. 

MOBILE APPLICATION

If you are accessing the MeMD® Service through MeMD’s® mobile application (“app”), you acknowledge and understand that certain permissions may be required including, but not limited to, location services – allows the app to get your precise or approximate location using GPS or network location sources such as cell towers and Wi-Fi; take pictures – allows the app to take pictures with the camera; read phone status and identity – allows the app to access the phone features of the device to determine the phone number and device IDs, whether a call is active, and the remote number connected by a call; view network connections – allows the app to view information about network connections such as which networks exist and are connected; full network access – allows the app to create network sockets and use custom network protocols; read Google service configuration – allows the app to read Google service configuration data; and prevent device from sleeping – allows the app to prevent the device from going to sleep. Some of these permissions may consume additional battery power or incur data usage or charges.

YOUR RESPONSIBILITIES

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of the MeMD® Service, including those related to data privacy, international communications, and the transmission of technical or personal data. You shall: (i) notify MeMD® immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to MeMD® immediately and use reasonable efforts to stop immediately any copying or distribution of content of the MeMD® Service that is known or suspected by you or your Users; and (iii) not impersonate another MeMD® user or provide false identity information to gain access to or use of the MeMD® Service.

INTELLECTUAL PROPERTY OWNERSHIP

MeMD® alone (and its licensors, where applicable) shall own all right, title, and interest, including all related Intellectual Property Rights, in and to MeMD’s® technology, its content, and the MeMD® Service and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to the MeMD® Service. This Use Agreement is not a sale and does not convey to you any rights of ownership in or related to MeMD’s® technology, its content, the MeMD® Service, or the Intellectual Property Rights owned by MeMD®. All MeMD® or affiliate names,  logos, and product names associated with the MeMD® Service are trademarks of MeMD® or the affiliate (as applicable), and no right or license is granted to use them. 

CHARGES AND PAYMENT OF FEES

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable; provided, however, you are not obligated to pay any fees or charges for which another party (e.g., your employer or health plan) has contractually agreed with MeMD® to pay on your behalf. Payments may be made on a per-visit basis, annually, monthly, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. All payment obligations are noncancelable and all amounts paid are nonrefundable. All pricing terms are confidential, and you agree not to disclose them to any third party.

You should be aware that MeMD® may use a third-party payment processor (the “Payment Processor”) to link MeMD® to your credit card account. The processing of payments or credits, as applicable, in connection with your use of the MeMD® Service will be subject to the terms, conditions, and privacy policies of the Payment Processor and your credit card issuer in addition to Use Agreement. MeMD® is not responsible for any errors by the Payment Processor or your credit card issuer.

You understand and agree that for services provided on an appointment basis, if you fail to properly cancel a scheduled appointment at least 24 hours in advance of the appointment or if you are late to an appointment causing you to miss more than 40% of the allotted time for the appointment, you may be responsible for a missed appointment fee equal to the greater of MeMD’s® then-current visit fee rate for the service type or the fees your insurer or other payor would have otherwise paid for the scheduled services had they taken place.

BILLING AND RENEWAL

MeMD® charges and collects in advance for use of the MeMD® Service. MeMD® will automatically renew and bill your credit card or issue an invoice to you for your current subscription amount where applicable or as otherwise mutually agreed upon; provided, however, you are not obligated to pay any fees or charges for which another party (e.g., your employer or health plan) has contractually agreed with MeMD® to pay on your behalf. Fees for other services will be charged on an as-quoted basis. MeMD’s® fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on MeMD’s® income.

You agree to provide MeMD® with complete and accurate billing and contact information. This information includes your legal name, street address, e-mail address, and telephone number. You agree to update this information immediately upon any change to it. If the contact information you have provided is false or fraudulent, MeMD® reserves the right to terminate your access to the MeMD® Service in addition to any other legal remedies. Invoices will be billed in United States Dollars (USD) unless requested by you in advance of invoicing.

If you believe your bill is incorrect, you must immediately contact us in writing regarding the amount in question to be eligible to receive an adjustment or credit. You irrevocably waive your right to challenge the accuracy of any bill, or otherwise receive an adjustment or credit to any bill, if you fail to notify MeMD® in writing within fifteen (15) calendar days after your receipt of the bill, that you believe the bill is inaccurate (setting forth an explanation of why).

NON-PAYMENT AND SUSPENSION

In addition to any other rights granted to MeMD® herein, MeMD® reserves the right to suspend or terminate this Use Agreement and your access to the MeMD® Service if your account becomes delinquent (falls into arrears) where any invoice is unpaid after the invoice due date whether it is the responsibility of you or a third party to pay the invoice. Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for your subscription during any period of suspension. If you or MeMD® initiates termination of this Use Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that MeMD® may bill you for such unpaid fees or charges, unless another party (e.g., your employer or health plan) has contractually agreed with MeMD® to pay on your behalf. MeMD® reserves the right to impose a reconnection fee in the event your account is suspended and thereafter you request access to the MeMD® Service.

TERMINATION FOR CAUSE

Any breach of your payment obligations or the payment obligations of another party (e.g., your employer or health plan) who has contractually agreed with MeMD® to pay on your behalf, or unauthorized use of the MeMD® Service, will be deemed a material breach of this Use Agreement. MeMD®, in its sole discretion, may immediately terminate your password, account, or use of the MeMD® Service if you breach or otherwise fail to comply with this Use Agreement. In addition, MeMD® may terminate a free account at any time in its sole discretion.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the legal power and authority to enter into this Use Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the MeMD® Service and that your billing information is correct.

INDEMNIFICATION

You agree to indemnify, defend, and hold MeMD® (including the MeMD® Service), its subsidiaries, affiliates, parent companies, employees, subcontractors, agents, vendors, suppliers, and licensors harmless from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, suits, fees (including attorneys’ fees and expert fees), and costs of any kind whatsoever arising directly or indirectly out of or in connection with (1) your use of and subscription to the MeMD® Service and any information (including the content and subject matter) you submit, post, transmit, or make available via the MeMD® Service or to MeMD® or the Providers; (2) your violation of this Use Agreement or any policy set forth in this Use Agreement; and (3) your violation of any applicable laws and regulations or rights of any third party.

DISCLAIMER OF WARRANTIES AND ASSUMPTION OF RISK – FUNCTIONALITY

Disclaimer of Warranties – Functionality of MeMD® Service

(A) MeMD® AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE MeMD® SERVICE OR ITS CONTENT. 

(B) MeMD® AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT:

THE USE OF OR SUBSCRIPTION TO THE MeMD® SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA;

THE MeMD® SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;

ANY STORED DATA WILL BE ACCURATE OR RELIABLE;

THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE MeMD® SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; 

ERRORS OR DEFECTS WILL BE CORRECTED; OR

THE MeMD® SERVICE OR THE SERVER(S) THAT MAKE THE MeMD® SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

(C) MeMD® DOES NOT AUTHORIZE ANY THIRD PARTY TO MAKE ANY OF THE FOREGOING REPRESENTATIONS OR WARRANTIES ON ITS BEHALF.

(D) THE MeMD® SERVICE AND ALL OF ITS CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS.

(E) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MeMD® AND ITS LICENSORS HEREBY DISCLAIM ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

Assumption of Risk – Functionality of MeMD® Service

THE USE OF THE MeMD® SERVICE OR ANY PORTION OF THE MeMD® SERVICE IS STRICTLY AT YOUR SOLE RISK. YOU HEREBY RELEASE MeMD® AND ITS LICENSORS FROM ALL CLAIMS WHICH MAY RESULT FROM THE USE OF THE MeMD® SERVICE OR ANY PORTION OF THE MeMD® SERVICE, OR THE NEGLIGENCE OF MeMD® OR ITS LICENSORS, BUT THIS PROVISION EXPRESSLY DOES NOT INCLUDE ANY GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.

YOU UNDERSTAND THAT BY AGREEING TO THIS CLAUSE, YOU ARE RELEASING CLAIMS AND GIVING UP SUBSTANTIAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN CERTAIN INSTANCES.

DISCLAIMERS – HEALTHCARE SERVICES

The MeMD® Service does not provide health care services; the MeMD® Service simply provides a system to facilitate communication with the Providers using MeMD’s® owned or licensed health information database and software. MeMD® verifies the state and national (NPI, DEA) licensing status for all MeMD®-contracted Providers; however, it is your obligation to verify the state and national (NPI, DEA) licensing status for all Providers who are not contracted by MeMD®. Such Providers may include, but are not limited to, Providers whose services are offered to you as part of a subscription or bundled services package by your employer, health plan, physician, or on the MeMD® website or hosted portal.

MeMD® SPECIFICALLY DISCLAIMS ALL LIABILITY FOR THE ACTS OR OMISSIONS OF ANY PROVIDER PROVIDING MEDICAL CARE OR ADVICE (INCLUDING BUT NOT LIMITED TO PRESCRIBING MEDICATIONS) THROUGH THE MeMD® SERVICE.

MeMD® FURTHER DISCLAIMS ALL LIABILITY (INCLUDING ANY LIABILITY FOR A REFUND) FOR THE FAILURE OF A NON-CONTRACTED PROVIDER TO RENDER CARE TO YOU OR OTHERWISE FULFILL THE TERMS OF SERVICE OF YOUR SUBSCRIPTION OR BUNDLED SERVICES PACKAGE. A NON-CONTRACTED PROVIDER IS A PROVIDER NOT DIRECTLY CREDENTIALED AND CONTRACTED BY MeMD® BUT WHOSE SERVICES MAY BE OFFERED TO YOU AS PART OF A SUBSCRIPTION OR BUNDLED SERVICES PACKAGE BY YOUR EMPLOYER, HEALTH PLAN, PHYSICIAN, OR ON THE MeMD® WEBSITE OR HOSTED PORTAL. MeMD® IS NOT RESPONSIBLE FOR PROVIDING YOU ADDITIONAL SERVICES PURCHASED VIA A SUBSCRIPTION OR BUNDLED SERVICES PACKAGE.

The MeMD® Service is not a replacement for your primary care physician or annual office check-ups, nor is it a replacement for other treating providers (except in the context of mental and behavioral health services where the Provider has explicitly agreed to assume such role). Consultations through the MeMD® Service treat the majority of common medical and behavioral health conditions, however a small number of cases require an in-person visit for complete care. With respect to psychotherapy and counseling, you understand that information discussed in any sessions is for therapeutic purposes only and is not intended for use in any legal proceedings involving any other individuals participating in any sessions. You agree not to subpoena any Provider to testify for or against individuals (including you) participating in the sessions or to provide records in court actions against other individuals participating in any sessions. You understand that anything any individual participating in any session tells a Provider individually, whether on the phone or otherwise, may at the Provider’s discretion be shared with any other individual participating in the sessions.

The MeMD® Service is not an online pharmacy, nor is it a Medicare prescription drug plan. Providers using the MeMD® Service do not, via the MeMD® Service, prescribe elective medications, narcotic pain relievers, or drugs listed as controlled substances by the U.S. Drug Enforcement Agency or regulated under state law. Review the DEA Controlled Substances Schedule (http://www.deadiversion.usdoj.gov/schedules/index.html) if you are interested in a particular prescription and are uncertain if it is listed as a controlled substance. MeMD® does not guarantee that a specific medication will be prescribed by a Provider if requested, particularly where prescribing of the medication is in violation of MeMD’s® Treatment Policies or not medically appropriate, as determined by the Provider in the Provider’s sole discretion. Our behavioral health Providers will not prescribe you medication until conducting a mental health assessment (also sometimes called an intake or initial assessment) of you. You will not be prescribed more than a 90-day supply of medication at one time by a behavioral health Provider, and may not receive a refill of the medication unless you first complete a medication management visit with the behavioral health Provider. Our non-behavioral health Providers generally do not prescribe more than a 90-day refill within a 6-month period. You agree that any prescription obtained from a Provider in connection with your use of the MeMD® Service will only be for its intended use. Refunds for completed visits are not provided solely on the basis of Providers not prescribing a medication.

The MeMD® Service does not meet the minimum essential coverage (MEC) requirements imposed by the Patient Protection and Affordable Care Act (PPACA) or any minimum creditable coverage (MCC) requirements imposed by any state laws. The MeMD® Service is not a Qualified Health Plan under the PPACA.

The MeMD® Service is not insurance and is not intended to replace health insurance; it is a telemedicine service available on a per-visit or membership basis. The offering of products and services by MeMD® is not to be construed as the sale of insurance product(s) or otherwise engaging in the transaction of insurance. MeMD® expressly reserves the right, in order to comply with state insurance laws, to (i) limit the number of visits offered in connection with any bundled services and subscription packages and/or (ii) charge a visit fee, both in an amount determined by MeMD® in its sole discretion.

You authorize MeMD® to use and publish any comments you choose to share about the MeMD® Service, such as comments shared in the MeMD® Patient Satisfaction Survey and/or via third-party service providers contracted for such purposes, unless specified otherwise. MeMD® will only publish the comments with your first name and the state of requested service.

 MeMD® does not warrant or validate any information provided by a third party (including, but not limited to, your employer, health plan, or the Providers) even if the information is about the MeMD® Service, whether through advertisements, promotions, communications, or other materials, and does not assume any responsibility or liability for the accuracy of such information.

MeMD® has the right to refuse access to the MeMD® Service to any person, agency, or organization, at any time, for any reason, or for no reason at all.

INTERNET DELAYS

THE MeMD® SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MeMD® IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

LIMITATION ON LIABILITY

(A) NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL MeMD® (INCLUDING THE MeMD® SERVICE), ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, EMPLOYEES, SUBCONTRACTORS, AGENTS, VENDORS, SUPPLIERS, AND LICENSORS BE LIABLE:

(1)     IN ANY WAY FOR YOUR USE OF OR SUBSCRIPTION TO THE MeMD® SERVICE OR ANY OF ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, ERRORS OR OMISSIONS IN ANY CONTENT, INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR SUBSCRIPTION TO THE MeMD® SERVICE; OR

(2)     FOR ANY DIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER, ARISING FROM OR IN CONNECTION WITH THE MeMD® SERVICE, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE, OR OTHERWISE RESULTING FROM YOUR USE OF THE MeMD® SERVICE.

(B) YOU HEREBY RELEASE MeMD® (INCLUDING THE MeMD® SERVICE), ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, EMPLOYEES, SUBCONTRACTORS, AGENTS, VENDORS, SUPPLIERS, AND LICENSORS AND HOLD THEM HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF ANY AND EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, RESULTING FROM YOUR USE OF OR ACCESS OR SUBSCRIPTION TO THE MeMD® SERVICE OR THE NEGLIGENCE OF MeMD® (INCLUDING THE MeMD® SERVICE), ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, EMPLOYEES, SUBCONTRACTORS, AGENTS, VENDORS, SUPPLIERS, AND LICENSORS. TO THE EXTENT ALLOWED BY LAW, ANY LIABILITY OF MeMD® (INCLUDING THE MeMD® SERVICE), ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, EMPLOYEES, SUBCONTRACTORS, AGENTS, VENDORS, SUPPLIERS, AND LICENSORS FOR ANY CLAIMS YOU MAY HAVE AGAINST THEM IS LIMITED TO THE PROPORTIONATE AMOUNT OF THE VISIT OR SUBSCRIPTION FEES ACTUALLY PAID BY YOU THAT ARE ATTRIBUTABLE TO THE APPLICABLE SERVICE, INCIDENT, OR AFFECTED PERIOD GIVING RISE TO SUCH CLAIM. THIS PROVISION EXPRESSLY DOES NOT INCLUDE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. 

YOU UNDERSTAND THAT BY AGREEING TO THIS CLAUSE, YOU ARE RELEASING CLAIMS AND GIVING UP SUBSTANTIAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN CERTAIN INSTANCES.

LOCAL LAWS AND EXPORT CONTROL

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the United States. The user of this site (“User”) acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the MeMD® Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

MeMD® and its licensors make no representation that the MeMD® Service is appropriate or available for use in other locations. If you use the MeMD® Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the content of the MeMD® Service contrary to United States law is prohibited. None of the content of the MeMD® Service, nor any information acquired through the use of the MeMD® Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

NOTICE

Except as this Use Agreement specifically provides otherwise, you must provide MeMD® notice by calling or writing MeMD® at its registered address. MeMD® may provide you notice through one or more of the following: correspondence through general notice on the MeMD® Service, to your last known address, to any fax number or e-mail address you have provided MeMD®, by calling you on any phone number you have provided MeMD®, by voice message on any phone number you have provided MeMD®, or by text message to any phone number you have provided MeMD® that accepts text messages.

CONTACTING YOU REGARDING BILLING AND COLLECTIONS

You expressly authorize, and specifically consent to allowing, MeMD® and any of MeMD’s® agents to contact you in connection with any and all matters relating to unpaid past due fees or charges you may owe MeMD®. You agree that, for attempts to collect unpaid past due fees or charges, MeMD® and any of its agents may contact you at any mailing address, telephone number, cellular phone number, email address, or any other electronic address that you have provided, or may in the future provide, to MeMD®. You agree and acknowledge that any e-mail address or any other electronic address that you provide to MeMD® is your private address and is not accessible to unauthorized third parties. For attempts to collect unpaid fees or charges, you agree that in addition to individual persons attempting to communicate directly with you, any type of contact described above may be made using, among other methods, pre-recorded or artificial voice messages delivered by an automatic telephone dialing system, pre-set e-mail messages delivered by an automatic e-mailing system, or any other pre-set electronic messages delivered by any other automatic electronic messaging system.

ASSIGNMENT; CHANGE IN CONTROL

This Use Agreement may not be assigned by you without the prior written approval of MeMD® but may be assigned without your consent by MeMD® to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

DISPUTE RESOLUTION AND ARBITRATION 

PLEASE READ THIS CAREFULLY; IT AFFECTS YOUR RIGHTS

In those rare instances where your concern is not resolved to your satisfaction through calls to our customer care, you and MeMD® each agree to try to resolve those disputes in good faith after you provide written notice of the dispute as set forth below. If the dispute is not resolved, you and MeMD® agree that the dispute will be resolved through individual binding arbitration or small claims court, instead of courts of general jurisdiction.

Mandatory Arbitration and Waiver of Class Action. Instead of suing in court, you and MeMD® agree to arbitrate all Disputes (as defined below) on an individual, non-representative, basis. You agree that, by accepting the terms and conditions of this Use Agreement, you and MeMD® are waiving the right to a trial by jury or to participate in a class action or representative action. This agreement to arbitrate is intended to be broadly interpreted.

In arbitration, there is no judge or jury. Disputes are instead decided by a neutral third-party arbitrator in a more informal process than in court. In arbitration, there is limited discovery and the arbitrator’s decision is subject to limited review by courts. However, just as a court would, the arbitrator must honor the terms and conditions of the Use Agreement and can award damages and relief, including any attorneys’ fees authorized by law.

“Disputes” shall include, but are not limited to, any claims or controversies against each other related in any way to or arising out of in any way the MeMD® Service or this Use Agreement, including, but not limited to, billing services and practices, policies, contract practices (including enforceability), service claims, privacy, or advertising, even if the claim arises after use of or access or subscription to the MeMD® Service has terminated. Disputes also include, but are not limited to, claims that: (a) you or an authorized or unauthorized user of the MeMD® Service brings against MeMD® (including the MeMD® Service), its subsidiaries, affiliates, parent companies, employees, subcontractors, agents, vendors, suppliers, or licensors; (b) you bring against a third party, such as a Provider, that are based on, relate to, or arise out of in any way the use of or access or subscription to the MeMD® Service or this Use Agreement; or (c) MeMD® brings against you. Disputes also include, but are not limited to, (i) claims in any way related to or arising out of any aspect of the relationship between you and MeMD®, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims, or any other legal theory; (ii) claims that arose before this Use Agreement or out of a prior Use Agreement with MeMD®; (iii) claims that are subject to on-going litigation where you are not a party or class member; and/or (iv) claims that arise after the termination of your use of or access or subscription to the MeMD® Service or this Use Agreement.

DISPUTE NOTICE AND DISPUTE RESOLUTION PERIOD.

Before initiating an arbitration or a small claims matter, you and MeMD® each agree to first provide to the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. A Notice of Dispute to MeMD® should be sent to MeMD’s® registered address and also to (if the registered address is different): MeMD, Inc., 7332 East Butherus Drive, Suite 104, Scottsdale, Arizona 85260, Attn: Officers. MeMD® will provide a Notice of Dispute to you at your last known physical address or email address. MeMD® will assign a representative to work with you and try to resolve your Dispute to your satisfaction. You and MeMD® agree to make attempts to resolve the Dispute prior to commencing an arbitration or small claims action. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or MeMD® may commence an arbitration proceeding or small claims action.

ARBITRATION TERMS, PROCESS, RULES, AND PROCEDURES.

(1) Unless you and MeMD® agree otherwise, the arbitration will be conducted by a single, neutral arbitrator and will take place in Maricopa County, Arizona (or such other location to which MeMD® agrees). The arbitration will be governed by either: (a) rules that we mutually agree upon; or (b) the JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”), as modified by this agreement to arbitrate, including the rules about filing, administration, discovery, and arbitrator’s fees. The JAMS Rules are available on its website at jamsadr.com.  Notwithstanding any JAMS Rule to the contrary or any other provision in the arbitration rules chosen, by agreement, to govern the arbitration, we each agree that all issues regarding the Dispute are delegated to the arbitrator to decide, except that only a court (and not the arbitrator) shall decide any disagreements regarding the scope and enforceability of this agreement to arbitrate.

(2) The Federal Arbitration Act (“FAA”) applies to your use of or access or subscription to the MeMD® Service and this Use Agreement and arbitration provision. We each agree that the FAA’s provisions - not state law - govern all questions of whether a Dispute is subject to arbitration. To the extent that this agreement to arbitrate conflicts with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards for Procedural Fairness (the “Minimum Standards”), the Minimum Standards in that regard will apply. However, nothing in this paragraph will require or allow you or MeMD® to arbitrate on a class-wide, representative, or consolidated basis.

(3) The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. YOU AND MeMD® AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER IN ANY PUTATIVE CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and MeMD® expressly agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If any portion of this provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

(4) We each are responsible for our respective costs, including our respective attorneys, experts, and witnesses, unless this Use Agreement or applicable law otherwise permits the award of such to MeMD®. We each will pay equally for any filing or case management fees associated with the arbitration and professional fees for the arbitrator’s services.

(5) An arbitrator’s award will be a written statement of the disposition of each claim and will also provide a concise written statement of the essential findings and conclusions which form the basis of the award. The arbitrator’s decision and award is final and binding, with some limited court review under the FAA, and judgment on the award may be entered in any court with jurisdiction.

(6) As an alternative to arbitration, we may resolve Disputes in small claims court in Maricopa County, Arizona (or such other location to which MeMD® agrees).

NO TRIAL BY JURY AND NO CLASS ACTION

IF FOR ANY REASON A CLAIM ARISING OUT OF OR RELATING TO YOUR USE OF OR ACCESS OR SUBSCRIPTION TO THE MeMD® SERVICE OR THIS USE AGREEMENT IN ANY WAY PROCEEDS IN COURT RATHER THAN IN ARBITRATION, REGARDLESS OF WHETHER THE CLAIM IS AN ACTION, COUNTERCLAIM, OR ANY OTHER COURT PROCEEDING, WE EACH AGREE THAT TO THE EXTENT ALLOWED BY LAW, THERE WILL NOT BE A JURY TRIAL OR CLASS ACTION AND WE EACH UNCONDITIONALLY (1) WAIVE ANY RIGHT TO TRIAL BY JURY AND (2) WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS, INCLUDING JOINING A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERTING A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY OTHER PROCEEDING.

OTHER IMPORTANT TERMS

Subject to federal and state law or unless this Use Agreement specifically provides otherwise, your use of and access or subscription to the MeMD® Service and this Use Agreement is governed solely by the laws of the state of Arizona, without regard to conflicts of law principles. If either of us waives or doesn’t enforce a requirement under this Use Agreement in an instance, we don’t waive our right to later enforce that requirement. Except as this Use Agreement specifically provides otherwise, if any part of this Use Agreement is held invalid or unenforceable, the rest of this Use Agreement remains in full force and effect. This Use Agreement isn’t for the benefit of any third party except MeMD’s® subsidiaries, affiliates, parent companies, employees, subcontractors, agents, vendors, suppliers, licensors, and predecessors and successors in interest. You can’t assign this Use Agreement or any of your rights or duties under it, unless MeMD® agrees to the assignment. MeMD® can assign this Use Agreement without notice. You cannot in any manner resell the MeMD® Service to another party. This Use Agreement and the documents it incorporates make up the entire agreement between us and replaces all prior written or spoken agreements - you can’t rely on any contradictory documents or statements by sales or service representatives or the Providers. The rights, obligations, and commitments in the Use Agreement that, by their nature, would logically continue beyond the termination of your use of or access or subscription to the MeMD® Service (for example, those relating to billing, payment, dispute resolution, no class action, no jury trial) survive termination of your use of and access and subscription to the MeMD® Service and this Use Agreement. 

ELECTRONIC SIGNATURE

I have read this Use Agreement and I understand it. I agree to comply with it, on behalf of myself and on behalf of any other person on whose behalf I am or may in the future be seeking medical care including, but not limited to, mental or behavioral health services. I understand and agree that if I fail to comply with the terms of the Use Agreement, I may be prohibited from using the MeMD® Service, and I will hold MeMD® harmless from any liability arising from my failure to comply. I hereby certify that I am at least eighteen years of age and possess the legal right and ability to enter into this Use Agreement under the name in which I have registered to use the MeMD® Service. I further certify that I am physically present in the state that I have designated at the time that I am accessing the MeMD® Service. I understand and acknowledge that my ability to access the MeMD® Service is conditional upon the above-mentioned criteria of my certification of age, legal authority, and physical presence at the time that I access the MeMD® Service, and that the Providers are relying upon this certification in order to interact with and facilitate health care services to me.

By using any of the Wellbeats™ (“we,” “us” or “our”) Content you agree to these Terms and Conditions, as well as any additional terms listed on your Order Form(s).

Wellbeats Terms and Conditions

DEFINITIONS

1. “Change of Control” means (i) the sale of all or substantially all of either parties assets; or (ii) a merger, consolidation or similar transaction providing for the acquisition of the direct or indirect ownership of more than fifty percent (50%) of either parties shares or similar equity interests.
2. “Content”means those products, software, online platforms, streaming content, content, subscription services and any other related products or services offered by Wellbeats and purchased by you. Wellbeats may at any time and in our sole discretion: (i) add or delete Content; (ii) discontinue the sale or offer of Content, or otherwise render or treat as obsolete any of the Content and (iii) modify the design, features or provision of any of the Content in any manner that we deem necessary or desirable.  Should any Content be discontinued, it will be replaced by a similar or updated Content Service.
3. “Initial Term” is defined by the effective date of purchase by the authorized individual.
4. “Members” means individuals granted access to our Content and have who has also agreed to the Wellbeats End User License Agreement and Wellbeats Privacy Policy.

2. TERM AND TERMINATION
   1. Upon termination, your access to any Content will be removed and we will discontinue providing any support or other services to you.
3. PROPRIETARY RIGHTS.
   1. You acknowledge that Wellbeats owns all proprietary rights and copyrights to the Content and all artwork, graphics, advertising, trademarks, video feed, copyrights and names used in conjunction with our Content.
   2. Nothing provided herein shall be construed as an assignment or grant by Wellbeats of any of our proprietary rights or copyrights to you.
   3. All trademarks, trade names, designs and logos and all associated goodwill existing and arising in the future shall be and remain our property or the property of any third party we licensed with to provide it to you.

4. CONTENT LICENSE.
   1. In connection with the Content provided to you by us, we grant to you a limited, non-exclusive, non-transferrable, non-perpetual, license to access the Content.
   2. Content is accessible through an application (“App”) or HTML5 portal (“Website”). With a streaming license your Members will be able to access the Content via PC, tablet or other mobile devices or smart phones for personal use.
   3. With a Wellbeats facility license the content may be made accessible on a Wellbeats kiosk device or on your own equipment.
   4. Content may only be used by the Members of your group, company or organization that you authorize (i.e., employees, dependents and/or any other designated users).
   5. You may not broadcast or otherwise use the Content commercially without a Wellbeats facility license.
   6. Wellbeats reserves all rights to modify, remove or otherwise change any of the content provided through the Content.  Depending on the subscription level of Content purchased, we may, from time to time, update classes or packages.  We, in our sole discretion and at any time, may discontinue certain classes or third-party providers of classes available to the Members.
   7. Additional fitness and other video packages, including content provided by third parties, may be made available by Wellbeats for additional license fees. This additional content will not be provided to your Members and you will not be charged for this content without your prior written agreement.
   8. We develop and provide various materials to assist you and Members. These materials may be updated at any time and are available to you free of charge.  The materials can be found at the following link:  https://wellbeats.com/customer-resources/
5. USAGE RESTRICTIONS.  You shall not (and you shall not authorize or permit your Members or third parties associated with you to do any of the following:  (a) translate, disassemble, decompile, decode, reverse engineer, or cause or allow discovery of the source code of the System; (b) remove, obscure, or alter the titles, copyright notices, trademarks, logos, trademark notices, patent notices or other proprietary or restricted rights, notices, affixed to or contained in the System; (c) make any claim or representation of ownership or deny or challenge our ownership of the Content; (d) use the Content in any manner that violates any local, state, federal or international law, rule, regulation or ordinance; (e) use, copy, modify, or prepare derivative works of our Content; or (f) disclose, demonstrate, distribute, sell, lease, sublicense, lend, give, share, transfer, assign or otherwise make all or any portion of our Content available to any natural person, corporation, or other entity.

6. ACCESSING CONTENT SERVICES.
   1. All Members must accept Wellbeats’ End User License Agreement (EULA) at www.wellbeats.com/eula/ prior to accessing the Content. To access the Content, Members must be connected to the Internet and require an effective bandwidth of at least 5 Mbps. Failure to maintain the specified Internet connection requirements may result in your Member’s inability to access the Content. For Members who fail to maintain an adequate Internet connection, the quality and availability of the Content will be affected.
   2. Any suspension, interruption, or unavailability of your Member’s or your commercial facility’s (if applicable) Internet service will not reduce your fee(s) for Content.
   3. You or your Member’s are responsible for all costs and any other charges or expenses charged by your Internet service provider.
7. COLLECTION AND USE OF MEMBER DATA.
   1. Wellbeats will collect certain information from Members to provide customized Content, including, but not limited to a Member’s first name, last name, email address, user name and password (to set up a registered account for the Content), age, gender, fitness level, fitness goals, and through the continued use of the Content, Wellbeats will collect information on Members’ use of Content, Member’s preferences, activities and log any additional information input by each Member (collectively “Member Data”).
   2. Wellbeats will process and use the Member Data for the sole and exclusive purpose of providing the Content.  We will: (a) keep and maintain Member information in strict confidence, using such degree of care as is appropriate and consistent with its obligations under applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose Member Data solely and exclusively for the purpose of providing the Content, such use and disclosure being in accordance with this agreement, and applicable law; and, (c) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Member Data for our own purposes. Wellbeats may use Member Data in aggregate, non-identifiable form, to evaluate, improve, or otherwise modify the Content.  We use a combination of databases to ensure that the data is not combined to constitute protected health information and that Member Data cannot be extracted by a third party in its entirety.
   3. All information collected from Members will be collected in compliance with Wellbeats’ Privacy Policy at com/privacyand these Terms and Conditions.

10. TECHNOLOGY SECURITY AND BACKUP.
    1. All Content will be provided through a cloud-based server that has received a recognized independent certification or equivalent independent audit to help ensure the confidentiality, integrity and availability of the Content.
    2. All access and collection of Member Data will be transmitted using approved and recognized encryption methods and all Member Data will be encrypted when in transit and at rest.
    3. Full backups of the Content and Member Data are performed daily, with incremental backups throughout the day. Backups are encrypted and then transferred and stored in real time to an offsite storage facility within the United States.
    4. No Member Data will be stored outside of the United States.
    5. Wellbeats uses commercially reasonable best practices to prevent the insertion of any viruses or similar types of malware into our Content.
11. WARRANTIES AND WARRANTY DISCLAIMERS.  We represent and warrant that (a) we will comply with all applicable state or federal laws and regulations regarding the use of the Content; and (b) the Content will not knowingly contain any viruses, worms, Trojan horses, or other malicious code specifically designed to permit unauthorized access to devices or equipment. WE DO NOT WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS, PROVIDE UNINTERRUPTED USE, OR OPERATE AS REQUIRED, WITHOUT DELAY, OR WITHOUT ERROR.  OTHER THAN THE WARRANTIES EXPRESSLY SET FORTH IN THESE TERMS, WE DISCLIAM ALL OTHER WARRANTIES, EXPRESS, IMPLED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTIABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12. LIABILITY.  Except for gross negligence or willful misconduct by Wellbeats, neither we nor any of our affiliates or agents shall have any liability whatsoever for any damage, loss, or destruction to any of your systems as a result of the use of the Content.  When you or your Members use certain features of the Content, such as online features, you may require special software, anti-malware or similar applications to protect your equipment and software or to access the Internet.  It is your sole responsibility to take appropriate precautions to protect any computer and other hardware of yours from damage to your software, files, and data as a result of any such virus or other harmful feature. Wellbeats does not represent, warrant, or covenant that access to our Content will not cause the loss of files or disrupt the normal operations of any equipment, including but not limited to your computers.  For these and other reasons, you acknowledge and understand the importance of backing up all files to another storage mechanism prior to such activities.  You understand and accept the risks if you decide not to back up your files.

13. LIMITATIONS OF LIABILITY.  WELLBEATS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OF ANY HARDWARE, SOFTWARE, FILES, OR DATA RESULTING FROM A VIRUS OR OTHER CAUSE.  EACH PARTY SHALL NOT HAVE ANY LIABILITY TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, TREBLE, PUNITTIVE, EXEMPLARY, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, PERSONAL INJURIES OR DEATH).  WELLBEATS SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PERSON FOR DIRECT DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE CONTENT SERVICES, OR LOSS OF INFORMATION OR DATA.  IN NO EVENT SHALL WELLBEATS BE LIABLE TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT IN AN AGGREGATE AMOUNT EXCEEDING THE AMOUNTS ACTUALLY PAID TO US BY YOU.

14. INDEMNIFICATION.  We will indemnify and defend you from claims, losses or damages relating to or arising out of third-party claims that the Content infringe a third party’s intellectual property rights and from our breach of these Terms and Conditions.  You will indemnify and defend us from third-party claims, losses or damages relating to or arising out of your breach of these Terms and Conditions, the use or misuse of the Content by you, and any misrepresentation made to Members regarding the Content, or the violation of any applicable law.

15. SOLE REMEDIES.  Your sole and exclusive remedies are as expressly set forth in these Terms and Conditions.  Certain of the exclusions may not apply if your state does not allow for the exclusion or limitation of implied warranties or does not allow for limitation or exclusion of incidental or consequential damages.  In those states, the liability of Wellbeats and our affiliates and agents is limited to the maximum extent such limitations are permitted by law.

16. MISCELLANEOUS
    1. Relationship of the Parties.  These Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between you, your Members and us.
    2. Promotion. By using the Content, you consent to our use of your name, trademark and logo to identify you as one of our representative Customers on our website, social media pages and other electronic or printed promotional materials. You agree to only use approved WELLBEATS™ advertising materials to promote the Content and make no representations to Members regarding their use or access to the Content.

3. No Waiver.  The failure or delay of Wellbeats at any time to require performance of any provision of these Terms and Conditions or to exercise any right provided for herein shall not be deemed a waiver of such provision or such right.  All waivers must be in writing.  Unless the written waiver contains an express statement to the contrary, no waiver by Wellbeats of any breach of any provision of these terms or of any right provided for herein, shall be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under these Terms and Conditions.
4. Severability.  If any provision of these Terms and Conditions is held by a court of competent jurisdiction from which no appeal can be or is taken to be contrary to law, or invalid for any other reason, the provision shall be modified by the court so as to accomplish the intent and objectives of the parties to the fullest extent permitted by law and the remaining provisions of these Terms shall remain in effect.  If the court is not able to craft such an alternative provision, then the remainder of these Terms and Conditions shall be construed in a way that most closely reflects the original intent of the parties.
5. Assignment.  You may not sell, assign, license or sublicense or otherwise convey in whole or in part, by operation of law or otherwise, to any third party this agreement or any rights granted under this Agreement.
6. Governing Law.  These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Minnesota and where applicable, the United States of America without regard to the principles of conflicts of law.  The parties hereby consent to the jurisdiction of and venue in the Supreme Court of the State of Minnesota, State of Minnesota District Court, Hennepin County, or the United States District Court of the District of Minnesota.  Furthermore, both parties hereby consent to have any claim litigated in such court and waive any and all defenses as to jurisdiction and venue.  You hereby irrevocably waive to the fullest extent permitted by law any and all rights to trial by jury in any legal proceeding arising out of or relating to these Terms and Conditions or the transactions contemplated hereunder.
7. Force Majeure.  Neither party shall be liable or deemed in default for any delay or failure in performance or interruption of service resulting directly or indirectly from acts of God, civil or military authority, acts of public enemy, war, riots, acts of terror, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements or any other cause beyond our reasonable control.

8. Survival of Limitations.  All representations, warranties, indemnifications, and limitations of liability shall survive termination; any other obligations or the parties hereunder shall also survive, if they relate to the period before termination or if, by their terms, they would be expected to survive such termination.  All obligations to pay any amounts owned prior to the effective date of termination will survive termination.
9. Entire Agreement.  These Terms and Conditions contain the entire understanding and agreement between you and us with respect to the subject matter hereof and supersedes all previous communications, negotiations and agreements, whether oral or written between the parties with respect to such subject matter.  No modification, amendment or wavier of any provision of this agreement shall be effective unless included in a written document signed by a representative of both parties.
10. Notices. For questions concerning these Wellbeats Terms and Conditions, please contact Wellbeats via postal letter or email as noted below.