Terms and Conditions of Use

Effective Date: October 13, 2024

BY SELECTING “I ACCEPT,” MARKING THE CORRESPONDING CHECKBOX, UTILIZING ANY ALTERNATIVE ACCEPTANCE METHOD PROVIDED THROUGH THE SERVICE (AS DEFINED HEREIN), OR OTHERWISE EXPLICITLY CONSENTING TO THESE TERMS AND CONDITIONS, YOU ACKNOWLEDGE THAT YOU HAVE THOROUGHLY REVIEWED, ACCEPTED, AND AGREED TO BE LEGALLY BOUND BY THIS AGREEMENT. SHOULD YOU DISAGREE WITH THESE TERMS AND CONDITIONS, YOU ARE PROHIBITED FROM CREATING AN ACCOUNT OR UTILIZING THE SERVICE. YOU HEREBY CONFER AGENCY AUTHORITY UPON ANY INDIVIDUAL WHO SELECTS THE “I ACCEPT” BUTTON OR OTHERWISE INDICATES ACCEPTANCE OF THESE TERMS AND CONDITIONS ON YOUR BEHALF.

NOTICE OF MANDATORY ARBITRATION: UNLESS YOU EXPRESSLY OPT OUT OF ARBITRATION WITHIN THE SPECIFIED TIMEFRAME AND IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THESE TERMS AND CONDITIONS, YOU AGREE THAT ANY DISPUTES ARISING BETWEEN YOU AND US, OR BETWEEN YOU AND THE MEDICAL GROUPS OR PROVIDERS, STEMMING FROM OR RELATED TO THESE TERMS AND CONDITIONS OR THE SERVICE SHALL BE RESOLVED THROUGH BINDING, INDIVIDUAL ARBITRATION. FURTHERMORE, YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER DELINEATED BELOW. CERTAIN EXCEPTIONS AND THE PROCEDURE FOR OPTING OUT OF ARBITRATION ARE EXPLICATED IN THE SUBSEQUENT SECTIONS.

IN THE EVENT OF A MEDICAL EMERGENCY, SEEK IMMEDIATE IN-PERSON EMERGENCY CARE OR DIAL 911. BE ADVISED THAT THE SERVICE IS NOT SUITABLE FOR ALL MEDICAL CONDITIONS OR CONCERNS. THIS AGREEMENT IS SUBJECT TO MODIFICATION AS STIPULATED HEREIN.

KP Innovations, LLC dba DrWell and its affiliates (collectively referred to as “DrWell”, “we”, or “us”) are the proprietors and operators of the websites accessible at www.drwell.com and any associated mobile applications (hereinafter collectively referred to as the “Platform”). Your access to and utilization of the Platform, any of its components, or any associated elements, including but not limited to its content (“Content”), any products or services furnished through the Platform or otherwise by DrWell, and any affiliated website, software, or application owned or operated by DrWell (collectively, including the Platform and the Content, referred to as the “Service”) are subject to and governed by these Terms and Conditions (“Terms and Conditions” or “Agreement”).

We urge you to peruse this Agreement meticulously as it delineates crucial terms pertaining to your use of the Service. Within this Agreement, the terms “you” and “yours” denote the individual utilizing the Service. In instances where the Service is being used by or on behalf of a minor, “you” and “yours” encompass and refer to (i) the parent or legal guardian who authorizes the minor’s use of the Service or utilizes the Service on the minor’s behalf; and (ii) the minor for whom authorization is granted or on whose behalf the Service is being utilized. For further information regarding the use of the Service by minors and applicable restrictions on such use, please refer to the “Limited Use and Availability” Section of this Agreement. Notwithstanding the aforementioned, it is expressly stated that the Service is not intended for, and is strictly prohibited to, individuals under the age of thirteen (13). Such individuals are barred from using any part of the Service or entering into this Agreement, regardless of whether a parent or legal guardian would be willing to provide consent. If you are a parent or legal guardian and believe that an individual under the age of eighteen (18) under your care has used the Service without your consent, please promptly contact our Customer Help Center.

Acceptance and Adherence to Terms and Conditions

Your ingress to and utilization of the Service is contingent upon full compliance with this Agreement, as well as all applicable statutes, regulations, and ordinances. In the event that you do not unequivocally accept and agree to be legally bound by this Agreement in its entirety, you are expressly prohibited from visiting, accessing, registering with, and/or utilizing the Service or any information or Content disseminated through the Service, save for the purposes of reviewing this Agreement. The Service is in a state of continuous development, and DrWell reserves the unilateral right to modify, amend, or eliminate any portion of this Agreement or the Service at its sole discretion, at any time, and without prior notification to you. Any alterations to this Agreement shall become effective immediately upon publication on the Platform. Unless explicitly stated otherwise, any new Content incorporated into the Service shall also be subject to this Agreement upon its publication on the Platform. Should you find yourself in disagreement with this Agreement or any terms and conditions contained herein, your sole recourse shall be the immediate cessation of your use of the Service. Your continued utilization of the Service subsequent to the posting of any modifications to this Agreement shall constitute your unequivocal acceptance of this Agreement as amended.

Relationship Between User and DrWell

1.0 Service Provision and Third-Party Affiliations

1.1 DrWell hereby provides a platform (“Service”) through which registered users (“Users”) may access various products and services. These offerings may be provided directly by DrWell or through affiliated third-party medical providers, pharmacies, or other vendors.

1.2 The Service facilitates access to prescription fulfillment services offered by the following pharmacies: Red Rock Pharmacy, Boothwyn Pharmacy, and Absolute Pharmacy (hereinafter collectively referred to as the “Pharmacies”). The User hereby acknowledges and consents to the potential transfer and fulfillment of prescriptions between any of the aforementioned Pharmacies, and authorizes the Service to effectuate such transfers on the User’s behalf.

1.3 Laboratory services may be periodically offered through LabCorp or Quest.

1.4 The Service may provide access to one or more providers within the DrWell Provider Network. These providers (hereinafter referred to as “Providers”) are independent physicians and/or medical practices that operate on their own and are not employed by or contracted with DrWell. The Providers deliver healthcare and/or mental health services through the Platform in their individual capacity, and they are solely responsible for the care and treatment they provide.

1.5 By accepting this Agreement, the User acknowledges and agrees that any services received from the Labs, Pharmacies, Medical Groups, or Providers through the platform are subject to this Agreement, and that the aforementioned entities are third-party beneficiaries of this Agreement.

2.0 Limitation of DrWell’s Role

2.1 DrWell expressly disclaims any control over or interference with the practice of medicine or mental health care by the Medical Groups or any Providers. Each Medical Group and Provider bears sole responsibility for directing the medical care, mental health care, and/or treatment they provide to the User.

2.2 The User hereby acknowledges and agrees that DrWell is not a healthcare provider and that utilization of the Service does not establish a doctor-patient or other healthcare provider-patient relationship with DrWell.

2.3 The User acknowledges that use of the Service may result in the establishment of a doctor-patient or other healthcare provider-patient relationship with the Medical Group and/or one or more Providers.

2.4 DrWell further disclaims any control over or interference with any professional service provided by the Labs and Pharmacies, each of which bears sole responsibility for their provision of professional services rendered via the Service.

3.0 Communication and User Responsibilities

3.1 The User acknowledges and agrees that the Medical Group and/or Providers may transmit messages, reports, and emails via the Service regarding the User’s diagnosis and/or treatment.

3.2 The User understands and agrees that DrWell bears no responsibility for the security or privacy of communications services used by the User to receive the aforementioned messages, reports, and emails sent via the Service.

3.3 The User assumes sole responsibility for monitoring and responding to these messages, reports, and emails. The User agrees to hold harmless DrWell, the Medical Group, and any Provider from any loss, injury, or claims resulting from the User’s failure to read or respond to these messages or to comply with any treatment recommendations or instructions from the Medical Group or Provider(s).

4.0 User Relationship with DrWell

4.1 While the User does not establish a doctor-patient or other healthcare provider-patient relationship with DrWell, the User acknowledges the establishment of a direct customer relationship with DrWell for the use of the Service, including the purchase of any non-prescription products or non-medical services sold directly by DrWell via the Service.

4.2 In connection with this relationship, the User may provide, or cause to be provided on their behalf, personal information, including health information, subject to use by DrWell in accordance with its Privacy Policy.

4.3 The User is directed to refer to the “Privacy Policy” section and the “Protected Information” section of this Agreement for additional information regarding the handling of personal and health information.

Notice of Financial Accountability For Rendered Services

DrWell and the affiliated Providers hereby affirm that they may not be enrolled in, and may not be participating providers with, any federal or state healthcare programs (including, but not limited to, Medicare and Medicaid) for the provision of healthcare or mental health services or supplies. Consequently, neither you, the patient, nor DrWell or the Providers shall be eligible to receive reimbursement from such programs for the services or products provided to you by DrWell or the Providers. Furthermore, notwithstanding the possibility that certain Labs, Pharmacies, or Providers may be enrolled in federal or state healthcare programs, the methodology through which the services and products are provided or made accessible via the Service typically precludes such services and products from qualification as covered benefits under these programs. By electing to utilize the Service, you are expressly opting to procure products and services on a cash-pay basis, outside the purview of any federal or state healthcare program. As such, you assume sole financial responsibility for all costs associated with any service or product provided to you.

By consenting to utilize the Service, you hereby acknowledge and agree to the following:

1. You are explicitly electing to obtain products and services on a cash-pay basis, external to any federal or state healthcare program, and you assume full financial responsibility for all services or products provided to you by or through the Service; and
2. Neither you, nor DrWell, the Labs, the Pharmacies, the Medical Groups, or the Providers will submit any claim for reimbursement to any federal or state healthcare program for the costs of the services and products provided to you through the Service.

This notice serves as a legally binding acknowledgment of your financial obligations and the limitations on reimbursement for services rendered through the Service.

Subscription-based Products and Services

1. Subscription Nature and Automatic Renewal Certain products and services available for procurement through the Service necessitate acquisition on an automatically renewing subscription basis. For such subscription-based products and services, your designated payment instrument shall be automatically debited at regular intervals as delineated for that specific product or service during the checkout process, continuing until such time as you effectuate cancellation of your subscription.
2. Billing and Shipment Timing
   2.1. Your initial renewal may be charged in advance to ensure uninterrupted treatment continuity.
   2.2. Subsequent shipments may be charged and dispatched up to two (2) calendar days prior to the scheduled date to accommodate holidays or for other operational exigencies in support of treatment continuity.
3. Information Updates and Subscription Maintenance DrWell and/or the Providers reserve the right, but do not assume the obligation, to conduct outreach to you periodically via the Service to solicit updates to your information and to facilitate ongoing subscription maintenance.
4. Cancellation Procedures
   4.1. Subscription termination may be initiated at any juncture by: a) Contacting the Customer Help Center with a direct cancellation request; b) Telephoning 1-833-8DR-WELL (833-837-9355); or c) Utilizing the cancellation function within your online account interface.
   4.2. Cancellation shall take effect at the conclusion of the current subscription period.
   4.3. In the absence of cancellation at least two (2) days prior to the applicable renewal processing date, your subscription shall automatically renew for a subsequent subscription period.
5. Refund Policy
   5.1. Refunds for partially utilized subscription periods are not offered as a matter of course.
   5.2. DrWell reserves the right to provide refunds on a case-by-case basis at its sole and absolute discretion.
6. Subscription Pause Option
   6.1. DrWell may, at its discretion, offer the ability to temporarily suspend your subscription for a specified duration.
   6.2. Absent cancellation prior to the expiration of the pause period, charges to your payment instrument shall automatically resume.
7. Modifications to Subscription Plans and Pricing
   7.1. DrWell reserves the right to modify subscription plans and prices from time to time.
   7.2. Advanced notice shall be provided to you regarding any price alterations or changes to your subscription plans.
8. Unified Pricing Structure
   8.1. To streamline the user experience, you will be presented with and required to remit payment for a single “total” subscription price.
   8.2. For subscription products necessitating Provider consultation, including prescription products filled through affiliated Pharmacies and/or mental health services, the total price encompasses: a) Charges for utilization of the Service; b) Amounts charged by the Pharmacy for prescription medications, where applicable; and c) Fees charged by the Medical Group for Provider services, where applicable.
   8.3. The aforementioned amounts are collected on behalf of and remitted to the respective Pharmacies and Medical Groups.

Prescription Pharmaceuticals and Related Services

1. Conditions Precedent for Prescription Product Acquisition

The Platform facilitates access to certain products that necessitate a valid prescription issued by a duly licensed healthcare practitioner. The procurement of any prescription product is contingent upon the following conditions:

1. a) Completion of a comprehensive consultation with one of the Providers; b) Determination by said Provider that the prescription product is medically appropriate for the patient; and c) Issuance of a formal prescription by the Provider.
2. Prescription Fulfillment Procedures

Upon the Provider’s determination of appropriateness and subsequent issuance of a prescription, the patient shall be furnished with information regarding available fulfillment options. These options may include, but are not limited to:

1. a) Fulfillment through one of the affiliated Pharmacies via the Platform; or b) Fulfillment at any pharmacy of the patient’s choosing, as directed during the Service utilization or upon written request to the Customer Help Center.

The patient is hereby notified that prescriptions may be transferred among the affiliated Pharmacies without prior notice. Furthermore, it is expressly acknowledged that not all prescriptions fulfilled by the affiliated Pharmacies employ child-resistant packaging, and the dispensed prescription product may not be contained in a child-resistant receptacle.

3. Limitations on Prescription Availability

Certain prescriptions, including but not limited to those commonly utilized for primary care conditions, may not be available through the affiliated Pharmacies or may necessitate fulfillment at a local pharmacy of the patient’s selection, as indicated during the Service utilization.

4. Financial Considerations for Prescription Fulfillment

In the event that a patient completes a consultation with a Provider and elects to fill the prescription through one of the affiliated Pharmacies, the following shall apply:

1. a) The prescription product may be shipped to the patient either by the applicable Pharmacy or from the Provider’s office location; b) The costs associated with the prescription will be included in the total amount charged to the patient by the Service, as outlined in the “Subscription Products” section of this Agreement.

Conversely, should the patient opt to fill the prescription at a pharmacy other than the affiliated Pharmacies:

1. a) The Service shall transmit the prescription to the patient’s designated pharmacy; b) The patient shall assume responsibility for the retrieval or acquisition of the prescription product; c) The patient shall be liable for direct payment to the pharmacy for the cost of the prescription product.
2. Classification of Prescription Products

All prescription products available through the Platform are hereby classified as “Third-Party Goods and Services” and are subject to the provisions set forth in the Third-Party Goods and Services section of this Agreement.

Laboratory Products and Services

Certain laboratory products and services accessible via the Platform, including but not limited to at-home testing kits and associated services, necessitate a valid prescription or order issued by a duly licensed healthcare provider (hereinafter referred to as “Provider”). The procurement of such laboratory services is contingent upon the completion of a consultation with one of the Providers, wherein said Provider has conducted a thorough assessment and determined that the laboratory product and/or service is medically appropriate for the patient, and subsequently prescribed or ordered said laboratory product and/or service.

As of the effective date of this Agreement, laboratory products and services offered through the Platform are exclusively procurable and fulfillable through the designated laboratories (hereinafter referred to as “Labs”) and are not available for fulfillment through local laboratory facilities. In the event that a patient receives laboratory products and/or services from a Lab via the Platform, the applicable testing materials shall be dispatched to the patient by the relevant Lab. The costs associated with such laboratory products and services shall be encompassed within the total sum charged to the patient by the Service.

It is hereby expressly stated that laboratory products and services available through the Platform are classified as “Third-Party Goods and Services” as delineated in the Third-Party Goods and Services section of this Agreement, and shall be subject to all terms and conditions applicable thereto.

Limited Use and Availability

The Service offered by DrWell is currently available solely to individuals who are physically located within the states in which DrWell provides said Service, are at least eighteen (18) years of age or the age of majority in their respective jurisdiction of residence, if said age of majority is greater than eighteen (18), and who have accepted the terms and conditions of this Agreement. Notwithstanding the foregoing, individuals between the ages of 13 and 18 who are located in states where DrWell’s Service is available may utilize the Service for the exclusive purpose of obtaining a medical consultation regarding the treatment of acne via topical skincare products (to the extent such products are available through the Service), provided that a parent or legal guardian has granted consent to such use in accordance with the requirements set forth in this Agreement and the Service.

By visiting, accessing, registering for, or using the Service, you hereby: (a) represent and warrant that you are either (1) at least eighteen (18) years of age or the age of majority in your jurisdiction of residence, if higher than eighteen (18), or (2) at least thirteen (13) years of age, have obtained consent from your parent or legal guardian to use the Service, and will utilize the Service solely for the purpose of obtaining a medical consultation for the treatment of acne; (b) if you are a parent or legal guardian providing consent for a minor individual under the age of eighteen (18) (or the applicable age of majority under state law), represent and warrant that you are the parent or legal guardian for such minor and possess all legal power and authority to grant consent for the minor’s use of the Service; (c) represent and warrant that when using the Service to consult with a Provider, you are physically located within the same state as the shipping address provided in your account at the time of such consultation; (d) agree to comply with all applicable laws in visiting, accessing, registering for, or using the Service; and (e) agree that you will use the Service solely for lawful purposes. The availability and functionality of the Service are subject to state regulations and may be modified from time to time due to changes in applicable regulatory requirements.

Certain products accessible through the Service may be subject to additional age restrictions, and not all products or services may be available to all age groups.

In some instances, the use of the Service may not be the most appropriate method for you to provide information to, communicate with, or seek medical and/or mental health care and treatment from a healthcare provider or mental health professional. For example, certain medical conditions may necessitate an in-person procedure or the involvement of a healthcare provider other than your Provider, or your Provider may determine that your diagnosis and/or treatment requires an in-person office visit or is otherwise not suitably addressed through the use of the Service. In such cases, you may receive notification that you will be unable to utilize the Service for the specific issue you have submitted, along with additional information regarding the appropriate next steps.

Consent to Use of Telehealth Services

Telehealth encompasses the provision of healthcare and mental health services utilizing electronic communications, information technology, or other means, wherein the healthcare provider or mental health professional and the patient are not physically co-located. While the utilization of telehealth services may offer certain potential benefits, there exist inherent risks associated with the use of such modalities. It is expressly acknowledged that telehealth services do not serve as a comprehensive substitute for in-person medical care in all circumstances.

In order to avail oneself of the Service, you shall be required to review and provide your informed consent regarding the use of telehealth (hereinafter referred to as the “Patient Consent”) which shall be furnished to you through the Service. You hereby agree that DrWell shall be considered a third-party beneficiary of the Patient Consent and shall possess the requisite rights to enforce said consent against you.

Duty to Provide Information, Access, and Connectivity

The User shall be solely responsible for providing and maintaining, at their own risk, option and expense, appropriate software and hardware capabilities (consistent with any technical, quality or other requirements described in the Service) to enable the use of the Service, including but not limited to, a computer or mobile device with a video camera and Internet access. The User shall be solely liable for any fees, including Internet connection or mobile fees, that they incur when accessing the Service. The User further acknowledges a duty to provide truthful, accurate and complete information in any forms or other communications they submit to or through the Service. DrWell reserves the unilateral right to modify the access configuration, including any software, hardware or other requirements of the Service at any time without prior notice to the User.

Privacy Policy

DrWell recognizes the paramount importance of confidentiality and the protection of your personal information. Please refer to our comprehensive Privacy Policy for a detailed description of the manner in which we may collect, utilize, and disclose your personal information.

Confidential Health Records

When establishing an account with DrWell, you initiate a direct consumer relationship that facilitates access to and utilization of the Service’s various functionalities as a user. In the course of this relationship, you furnish DrWell with certain information, including but not limited to your legal name, electronic mail address, delivery address, and telephonic contact details. We may collect, utilize, and disclose this information in accordance with our Confidentiality Statement. It is important to note that we do not categorize this information as “health-related” or “medical” in nature.

However, in utilizing specific components of the Service, you may disclose certain medical information that may be subject to protection under applicable statutes. DrWell does not fall under the category of a “covered entity” as defined by the Health Information Technology for Economic and Clinical Health Act of 2009, Public Law 111-5, and its associated regulations and amendments (collectively, “HITECH”). One or more of the Laboratories, Dispensaries, or Medical Institutions may or may not be classified as a “covered entity” or “business associate” under HITECH, and DrWell may, in certain instances, be considered a “business associate” of a Laboratory, Dispensary, or Medical Institution. It is crucial to understand that while state-specific privacy laws may apply, HITECH does not necessarily extend to an entity or individual solely due to the presence of health information, and HITECH may not govern your interactions or communications with DrWell, the Medical Institutions, the Healthcare Providers, the Laboratories, or the Dispensaries. To the extent that DrWell is deemed a “business associate,” and exclusively in its capacity as such, DrWell may be subject to certain provisions of HITECH with respect to “protected health information,” as defined under HITECH, that you provide to the Laboratories, Dispensaries, or Medical Institutions (“PHI”). Furthermore, any medical or health information you provide that is subject to specific protections under applicable state laws (collectively, with PHI, “Confidential Records”), will be used and disclosed only in compliance with such applicable laws. However, any information that does not constitute Confidential Records under applicable laws may be used or disclosed in any manner permitted under our Confidentiality Statement. Confidential Records do not include information that has been de-identified in accordance with HITECH.

The Medical Institutions and Healthcare Providers have implemented a Notice of Privacy Practices detailing their use and disclosure of Confidential Records. By accessing or using any aspect of the Service, you acknowledge receipt of the Notice of Privacy Practices from your Medical Institution and Healthcare Provider(s).

By utilizing the Service, you agree that even if HITECH applies to DrWell, the Medical Institutions, the Healthcare Providers, the Laboratories, or the Dispensaries, any information you submit to DrWell that is not intended and used solely for the provision of diagnosis and treatment by the Medical Institution and Healthcare Providers, prescription fulfillment by the Dispensaries, or laboratory services by the Laboratories, is not considered Confidential Records, and will only be subject to our Confidentiality Statement and any applicable state laws governing the privacy and security of such information.

Account Establishment; User Credentials and Data Protection

To utilize the Service, you are required to create and maintain an account on the Platform. Access to the Service is restricted to Users who have successfully registered and been allocated accounts with unique identifiers and passcodes. For the avoidance of doubt, personal details provided to DrWell for account creation purposes, including but not limited to name, username, email address, delivery address, and telephone number, shall not be classified as Protected Information under the Protected Health Information clause hereinabove. You covenant to maintain and update any personal information you have furnished to DrWell, affiliated Medical Groups or their Providers, Laboratory facilities, or Pharmaceutical entities. Failure to keep such information current, or submission of false, inaccurate, or incomplete data, or reasonable suspicion thereof, shall entitle us to suspend or terminate your account and Service access. You further agree to promptly notify DrWell via the Customer Support Portal of any unauthorized use of your credentials or other security breaches related to the Service that come to your attention. Moreover, you undertake to safeguard your login credentials and terminate your User session at the conclusion of each use. DrWell expressly disclaims any liability for losses or damages arising from your non-compliance with this provision. The use of another individual’s account is strictly prohibited.

During account creation, you will be assigned a unique identifier and passcode for account access. To enhance the security of data transmitted through the Service, we employ encryption technologies such as Secure Sockets Layer (SSL) or comparable protocols where personally identifiable information is requested. We also implement measures to protect collected User data against unauthorized access. However, it is important to note that the Service operates on software, hardware, and networks subject to periodic maintenance and potential security vulnerabilities beyond our control. Furthermore, individuals with access to your computing devices, smartphones, or other electronic apparatus may potentially access the Service and your personal information, including medical data, contained therein. It is your responsibility to affirmatively log out of your account when not in active use and to secure your devices against unauthorized physical access, as well as to protect the confidentiality of your login credentials.

You are obligated to exercise prudence, sound judgment, and discretion in your use of the Service. Any attempts to compromise or violate the security of the Service are strictly prohibited. Such violations may result in criminal and/or civil penalties. DrWell reserves the right to investigate any alleged or suspected violations, and in cases where criminal activity is suspected, DrWell may cooperate with law enforcement agencies in their investigations.

Service Utilization and Proprietary Rights

The Service and all content accessible through it are safeguarded by international copyright legislation. In accordance with this Agreement, DrWell confers upon you a restricted, non-assignable, revocable authorization to access and employ the Service for personal usage. Unless explicitly stated otherwise by DrWell in a separate licensing agreement, your entitlement to utilize any aspect of the Service or its Content is governed by this Agreement, and all rights pertaining to the Service and Content are reserved by DrWell. You acknowledge that DrWell and its affiliates maintain full ownership, title, and interest in the Service (encompassing, but not limited to, any source code, motifs, concepts, visual elements, product descriptions, written articles, artistic creations, audio components, musical compositions, audiovisual effects, operational methodologies, moral rights, and associated documentation). You shall not eliminate, modify, or obscure any copyright, trademark, service mark, or other proprietary notices incorporated within or accompanying the Service. DrWell’s stylized denomination and other related graphical elements, logotypes, service marks, and trade names utilized on or in conjunction with the Service constitute DrWell’s trademarks and may not be employed without express consent, including in association with any third-party goods or services. Additional trademarks, service marks, and trade names that may appear on or within the Service are the property of their respective proprietors.

Authorization for Information Submitted via the Service

Subject to any constraints on Protected Information delineated below, any data you transmit to DrWell through the Service, whether by direct input, submission, electronic mail, or otherwise, including data, inquiries, observations, forum communications, or proposals (collectively, “Submissions”), will, to the extent permissible under applicable law, be treated as non-confidential and non-proprietary. Subject to any applicable account preferences you select, you grant DrWell a fully compensated, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to utilize, license, disseminate, replicate, modify, adapt, publicly perform, and publicly display Submissions (in whole or in part) for the purposes of operating and providing the Service to you and our other users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Submissions has comprehensively and effectively waived all such rights and validly and irrevocably granted you the authority to confer the license stated above. You concur that you, not DrWell, bear responsibility for all Submissions you provide to the Service. Furthermore, DrWell shall have the right, at its sole discretion, to edit, duplicate, or alter the Submission in any manner for any purpose deemed necessary or desirable by DrWell, and you irrevocably waive any and all so-called moral rights you may possess in the Submission. You further agree that you shall have no right of approval and no claim to compensation in relation to the Submission.

If a Submission you make contains Protected Information, DrWell’s rights under this section regarding the use or disclosure of such Protected Information will be limited as and to the extent mandated by applicable law.

Restricted Activities

The following activities are strictly forbidden in relation to the Service: (i) any illicit, unauthorized, fraudulent, or malicious usage; (ii) actions that could impair, overload, or compromise any server or associated networks; (iii) conduct that may impede other parties’ enjoyment of the Service; (iv) unauthorized access to other accounts, computer systems, or networks through hacking, credential mining, or other means; (v) accessing systems, data, or information not explicitly made available by DrWell; (vi) obtaining materials or information through methods not intentionally provided by DrWell; (vii) reverse engineering, deconstructing, or decompiling any Service component or technology; or (viii) any utilization beyond the intended business purpose.

Furthermore, in connection with your Service usage, you covenant not to: (a) disseminate content that is unlawful, injurious, menacing, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or discriminatory based on race, gender, sexuality, ethnicity, or other inherent characteristics, or that may infringe upon another’s privacy or publicity rights; (b) fabricate false identities, create duplicate accounts to mislead others, impersonate any individual or entity, including any DrWell representative, or misrepresent your affiliation with any person or entity; (c) transmit material you lack the right to reproduce, display, or transmit under any law or contractual or fiduciary relationships; (d) upload files containing malicious software, including but not limited to viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or spyware that may harm another’s computer or property; (e) remove author attributions, legal notices, or proprietary designations from uploaded communications; (f) use communication features in a manner that negatively impacts resource availability for other users; (g) disseminate unsolicited promotional materials, including but not limited to “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or “phishing” attempts; (h) contravene any applicable local, state, national, or international law; (i) transmit material infringing upon any party’s intellectual property rights; (j) modify or delete content posted by others; (k) manipulate the Service’s display through framing, mirroring, or similar navigational technologies; (l) probe, scan, or attempt to breach the Service’s authentication measures or associated networks; (m) register, subscribe, or unsubscribe any party for services, contests, promotions, or sweepstakes without express authorization; (n) collect information about others, including email addresses; (o) employ automated or manual means to access, copy, download, distribute, or reproduce Service content or information; or (p) aid or abet any person in these prohibited activities.

DrWell retains the right to take appropriate legal action in response to actual or suspected violations of the aforementioned, including but not limited to suspension or termination of user access and/or accounts. DrWell may collaborate with legal authorities and/or third parties in investigating suspected or alleged criminal or civil wrongdoings.

Except as stipulated in the Privacy Policy or prohibited by applicable law, DrWell reserves the right, at all times, to disclose any information deemed necessary to comply with applicable laws, regulations, legal processes, or governmental requests, or to edit, refuse to post, or remove any information or materials, in whole or in part, at DrWell’s sole discretion.

Surveillance Authority

DrWell retains the prerogative to conduct surveillance of general Service utilization at any juncture deemed appropriate by the company. Furthermore, DrWell reserves the right to expunge any content that, in its sole judgment, may be unlawful, expose DrWell to potential liability, contravene this Agreement, or be incompatible with DrWell’s intended purpose for the Service.

External Vendor Products and Services

Entities distinct from DrWell, including but not limited to Laboratories, Pharmaceutical Establishments, Medical Institutions, and Healthcare Practitioners, furnish services or merchandise through the Service (collectively referred to as “External Vendors”). Additionally, DrWell may facilitate the acquisition of certain services, devices, items, or products manufactured, distributed, or retailed by External Vendors (“External Vendor Offerings”). Your engagement with any External Vendor Offerings and interactions with External Vendors, encompassing financial transactions and delivery of goods or services, as well as any associated terms, conditions, warranties, or representations, are exclusively between you and said External Vendors. It is incumbent upon you to conduct any investigation you deem necessary or prudent prior to engaging in any online or offline transaction involving External Vendors or External Vendor Offerings. You bear sole responsibility for, and are advised to exercise prudence, discretion, sound judgment, and caution in, utilizing the Service and disclosing personal information.

You acknowledge that DrWell shall not bear responsibility or liability for any loss or damage of any nature incurred as a consequence of your utilization of the Service, including External Vendor Offerings or your interactions with any External Vendors. In the event of any dispute between you and any External Vendor, any other Service User, or any other entity or individual, you understand and agree that DrWell is not obligated to intervene in such dispute. You hereby release and indemnify DrWell, its affiliated pharmacy entities, and their respective corporate parents, subsidiaries, affiliates, contractors, directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys (collectively, “DrWell Affiliated Parties”) from any and all claims, demands, and/or damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Service or its features and services. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Certain shareholders, directors, officers, employees, contractors, or agents of DrWell (collectively, “DrWell Stakeholders and Personnel”) may possess a financial interest in one or more External Vendors and may derive financial benefit from your utilization of External Vendors and/or the sale of External Vendor Offerings to you.

Sale Conditions

All merchandise offered by DrWell is subject to stock availability. We retain the right to impose quantity restrictions on any order and to decline all or part of an order without prior notification. In the event of a pricing discrepancy, we reserve the right to rectify the error and amend your order accordingly (including charging the correct amount) or to nullify the order and refund any charges incurred. Product prices are subject to modification without notice. You are liable for any applicable sales, use, duty, customs or other governmental taxes, levies or fees (“Fiscal Obligations”) related to your acquisition of goods or services through our Platform. We shall collect applicable Fiscal Obligations if we determine it is our duty to do so. An estimate of Fiscal Obligations we collect will be presented at checkout, except where we have explicitly stated in writing that a price is inclusive of Fiscal Obligations. The actual Fiscal Obligations charged may differ from the amount shown at checkout due to factors such as variations in processor programs and changes in tax rates. We are not obligated to, and do not, collect Fiscal Obligations in all jurisdictions. You may have an obligation to directly report and remit Fiscal Obligations if we do not collect them.

Purchases via the Platform may only be completed using payment methods deemed acceptable by us. You affirm and warrant that you are authorized to utilize your designated payment method. You grant us permission to charge your designated payment method for the total sum of your order (including any applicable Fiscal Obligations and shipping and handling fees). Should your designated payment method be declined, we will attempt to process your charge until the transaction is approved. We and our third-party payment processors may request and receive updated payment card information from your payment card issuer, such as updated card numbers and expiration date details when your credit card has expired. If such updated information is provided to us and our third-party payment processors, you consent to us updating your account information accordingly, and using such updated information to process payments for your future purchases and applicable subscription charges (including any applicable Fiscal Obligations, shipping and handling fees). Your payment card issuer may provide you with the option to opt out of furnishing vendors and third-party payment processors with your updated card information. If you wish to opt out of your payment card’s updating service, you should contact your card issuer. We bear no responsibility for any fees or charges applied by your bank or payment card issuer. If your bank or card issuer reverses a charge to your payment card, we may invoice your account directly and seek payment through alternative means including a mailed statement.

If any items in your order are unavailable, we will only charge for the prices, Fiscal Obligations and other applicable fees associated with the products included in the shipment. In relation to any purchase you make through the Platform, you may be required to provide certain information relevant to the transaction, including, but not limited to, your payment card number and expiration date, billing address, shipping address, phone number and/or email address. By submitting such information, you grant DrWell, without charge, the irrevocable, unencumbered, universe-wide and perpetual right to provide such information (and any updated information we receive) to third parties (e.g., payment processing entities, buyers on the Platform, sellers on the Platform) for the purpose of facilitating the transaction.

All monetary transactions involving credit cards, debit cards, or other forms of payment on or through the Platform are processed via an online payment processing application(s) accessible through the Platform. This online payment processing application(s) is provided by DrWell’s third-party online payment processing vendor, Finix (“Payment Facilitator”). Additional information about DrWell’s Payment Facilitator, its privacy policy and information security measures (collectively, the “Payment Facilitator Policies”) should be available on the Finix website located at https://www.finix.com/ or by contacting Finix directly. Reference to the Payment Facilitator Policies is made for informational purposes only and they are not in any way incorporated into or made a part of this Agreement. DrWell’s relationship with the Payment Facilitator, if any, is purely contractual in nature, as the Payment Facilitator is nothing more than a third-party vendor to DrWell and is not subject to DrWell’s direction or control; thus, their relationship should not be construed as one of fiduciaries, franchisors-franchisees, agents-principals, employers-employees, partners, joint venturers or the like.

You agree to pay any shipping and handling fees, if applicable, shown at the time of purchase. We reserve the right to increase, decrease, add or eliminate shipping and handling fees from time to time, but we will provide notice of the changes applicable to you before you complete your purchase. Any delivery dates or times shown during the checkout process are estimates only and are not guaranteed. Unless we state otherwise in writing via the Platform, risk of loss or damage to a product transfers to you upon delivery of the product to our designated carrier.

We reserve the right to address User issues and concerns on an individual basis. We retain the right, at our sole discretion, to resolve customer issues and concerns based on the specific facts and circumstances of each User.

Cessation of Service

DrWell reserves the right to discontinue your access to the Service or any of its features at any time, with or without cause, and without prior notification. Such causes may include, but are not limited to, violations of this Agreement, termination of agreements between DrWell and its affiliated Medical Groups, Laboratories, or Pharmacies, or the discontinuation of the Service. Notwithstanding such cessation, the provisions within this Agreement pertaining to Service security, prohibited activities, intellectual property rights, user submissions, disclaimers, limitation of liability, dispute resolution, indemnification, and jurisdictional matters shall remain in full force and effect. You hereby acknowledge and agree that upon termination of your access to the Service pursuant to this Agreement, you shall not attempt to re-access the Service under any identity, whether actual or fictitious. Furthermore, you agree to indemnify and hold harmless all DrWell Parties from any and all liabilities that may arise from a breach of this provision.

Unless otherwise stipulated in the Privacy Policy or mandated by applicable law (including any obligations regarding access to health records), DrWell shall have no obligation, either prior to or following the termination of your Service access, to return or provide to you or any third party acting on your behalf any Content, personal information, information provided by your Healthcare Providers, or any other data in our possession relating to you.

Limitations of Liability

The Content and other information provided through the Service is furnished by DrWell for convenience purposes only. Users who rely on such Content or information do so at their own discretion and risk.

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ANY USE OF OR ACCESS TO THE SERVICE IS VOLUNTARY AND AT THE USER’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRWELL AND ALL THIRD PARTIES OFFERING PRODUCTS OR SERVICES THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO MEDICAL GROUPS, HEALTHCARE PROVIDERS, LABORATORIES, AND PHARMACIES, EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. THIS INCLUDES, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SERVICE, AND ANY INFORMATION, CONTENT, PRODUCT, SERVICE, MERCHANDISE OR OTHER MATERIAL PROVIDED ON OR THROUGH THE SERVICE OR THE PLATFORM. DRWELL MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR USEFULNESS OF THE SERVICE. DRWELL DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTIONS, DELAYS, DISRUPTIONS, IMPERFECTIONS, DATA CORRUPTION, CYBER ATTACKS, VIRUSES, MALWARE, OR ANY OTHER ADVERSE INCIDENTS.

Liability Constraints

TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, DRWELL SHALL NOT BE HELD RESPONSIBLE TO YOU OR ANY OTHER INDIVIDUAL OR ENTITY FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PHYSICAL HARM, MENTAL ANGUISH, OR FATALITY, DATA LOSS, REVENUE FORFEITURE, OR DAMAGES ARISING FROM THE UTILIZATION OF OR INABILITY TO ACCESS THE SERVICE, INCLUDING ANY INFORMATION AND CONTENT ACCESSIBLE THROUGH THE SERVICE OR ANY SERVICES RENDERED OR PRODUCTS OFFERED BY THIRD PARTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER DRWELL HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. DRWELL’S LIABILITY SHALL BE RESTRICTED TO ACTUAL DAMAGES INCURRED BY YOU, NOT EXCEEDING U.S. $1,000.

ANY LEGAL ACTIONS STEMMING FROM YOUR USE OF THE SERVICE OR CONTENT MUST BE INITIATED WITHIN ONE (1) YEAR FROM THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION.

CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN INSTANCES WHERE WE ARE UNABLE TO DISCLAIM ANY IMPLIED WARRANTY OR RESTRICT OUR LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

Duty to Indemnify

You hereby agree to defend, indemnify, and hold harmless DrWell Parties and any Third Parties offering products or services through the Service, including but not limited to Medical Groups, Healthcare Providers, Laboratories, and Pharmacies, from and against any and all legal actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, legal fees and litigation expenses) relating to or arising from your use of the Service, your fraudulent activities, violation of law, or willful misconduct, any breach by you of this Agreement, or your infringement of any rights of any other person or entity. We retain the right to assume control of the defense of any claim by a third party for which we are entitled to indemnification, and you agree to provide us with such cooperation as we may reasonably request.

Communication of Notices

DrWell may, at its sole discretion, deliver notices to you regarding the Service or this Agreement via electronic mail, posted notifications on the Service, or traditional postal services.

Digital Correspondence

By accessing or utilizing the Service, or by sending electronic mail or text messages to us, any affiliated Medical Group, or its Healthcare Providers, you are engaging in electronic communication with us, the Medical Group, and its Healthcare Providers. You hereby grant consent to receive electronic communications from us, the Medical Group, and its Healthcare Providers. Our correspondence with you will be conducted via electronic mail, text messaging, or through the Service platform. You acknowledge and agree that all agreements, notices, disclosures, and other forms of communication that we provide to you electronically fulfill any legal requirements for written communication. Furthermore, you concur that any notices furnished by us through electronic means are considered delivered and received on the date of transmission of such electronic communication, as outlined in this Agreement.

Intellectual Property Infringement

DrWell maintains a policy of terminating Service access for any User who repeatedly infringes upon copyrights, upon prompt notification to DrWell by the copyright proprietor or their authorized legal representative. Without prejudice to the foregoing, if you believe that your copyrighted work has been reproduced and published on the Service in a manner that constitutes copyright infringement, please furnish our Copyright Agent with the following details: (1) a digital or physical signature of the individual authorized to act on behalf of the copyright interest holder; (2) an identification of the copyrighted work claimed to have been infringed; (3) a specification of the location within the Service where the allegedly infringing material is situated; (4) your contact information, including address, telephone number, and email address; (5) a written declaration, made in good faith, asserting that the disputed use is not sanctioned by the copyright owner, their agent, or the law; and (6) a statement, made under penalty of perjury, affirming the accuracy of the information in your notice and that you are either the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for DrWell’s Copyright Agent for notification of claims of copyright infringement is as follows: [email protected].

Comprehensive Agreement

This Agreement, along with any additional agreements DrWell may publish on the Service or that you and DrWell may execute from time to time, constitutes the complete understanding between DrWell and you concerning your use of the Service. It supersedes all prior agreements between DrWell and you regarding the use of the Service, including any previous iterations of this Agreement.

Mandatory Arbitration / Waiver of Class Actions

YOU AND DRWELL MUTUALLY AGREE THAT ANY LEGAL CLAIM, CONTROVERSY, OR DISPUTE BETWEEN YOU AND US OR ANY OF THE DRWELL PARTIES, MEDICAL GROUPS, HEALTHCARE PROVIDERS, LABORATORIES, OR PHARMACIES ARISING FROM OR RELATING TO THE DRWELL PARTIES, THE PLATFORM, THE CONTENT OR THE SERVICE, OR ANY OTHER GOODS, SERVICES OR MARKETING BY DRWELL OR ANY OF THE AFOREMENTIONED PARTIES, INCLUDING DISPUTES REGARDING THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THIS AGREEMENT (COLLECTIVELY, “DISPUTES”), THAT IS NOT RESOLVED THROUGH AN INFORMAL DISPUTE RESOLUTION PROCESS (AS DEFINED AND DESCRIBED BELOW), SHALL BE RESOLVED THROUGH CONFIDENTIAL BINDING ARBITRATION CONDUCTED BY A SINGLE COMMERCIAL ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), RATHER THAN IN A COURT OF LAW, AS DETAILED HEREIN. THE ARBITRATION SHALL BE GOVERNED BY THE AAA’S CONSUMER ARBITRATION RULES AND, IF DEEMED APPLICABLE BY THE ARBITRATOR, THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (COLLECTIVELY, “RULES AND PROCEDURES”). YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY WAIVING YOUR RIGHT TO A JURY TRIAL AND TO PURSUE LITIGATION IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN. FOR THE PURPOSES OF THIS ARBITRATION AGREEMENT, “DISPUTE” SHALL ALSO ENCOMPASS DISPUTES THAT AROSE OR INVOLVE FACTS OCCURRING PRIOR TO THE EXISTENCE OF THIS OR ANY PREVIOUS VERSIONS OF THE TERMS AND CONDITIONS, AS WELL AS CLAIMS THAT MAY ARISE AFTER THE TERMINATION OF THESE TERMS AND CONDITIONS.

In the event a Dispute arises between us, we are committed to working with you to reach a reasonable resolution. You and we agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome. Therefore, you and we agree that before either party initiates arbitration against the other (or files an action in small claims court if a party so elects), we will engage in a good faith effort to resolve the Dispute informally through a personal telephonic or video conference (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also participate.

The party initiating a Dispute must provide written notice to the other party of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon. Notice to us of your intent to initiate an Informal Dispute Resolution Conference should be sent via email to [email protected] or by regular mail to our offices at 2100 Webster St., #429, San Francisco, CA 94115. The Notice must include: (1) your name, telephone number, mailing address, e-mail address associated with your account (if applicable); (2) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (3) a description of your Dispute. We will provide notice to your address on file. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.

If you and we are unable to resolve a Dispute within thirty (30) days after the applicable Informal Dispute Resolution Conference, either party may commence arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual.

Arbitration costs will be allocated according to the AAA’s fee schedule. Each party agrees to bear its own attorneys’ fees and expenses unless there is a governing statutory provision that mandates the prevailing party be awarded attorneys’ fees and expenses.

The arbitration shall take place in San Francisco, California, except that, if San Francisco, California is not within one hundred (100) miles of your residence, the arbitration may be conducted within one hundred (100) miles of your residence, unless the parties agree otherwise in writing. The arbitrator’s decision shall be final and binding on all parties and may be entered as a judgment in any court of competent jurisdiction. These Terms and Conditions evidence a transaction in interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings.

For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at https://www.adr.org.

Notwithstanding anything to the contrary herein, to the extent the Dispute arises from: (a) a violation of either party’s intellectual property rights in any manner; and/or (b) any claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the Computer Fraud and Abuse Act; then you and the applicable DrWell Party agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court in San Francisco, California, and both parties agree to submit to the personal jurisdiction of such courts in connection with such proceedings. In addition to the foregoing, either you or we may assert an individual action in small claims court for Disputes that are within the scope of such court’s jurisdiction in lieu of arbitration as long as such action remains in such court and advances only on an individual (non-class, non-representative) basis.

YOU AND WE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified otherwise herein. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

YOU AND WE AGREE THAT, EXCEPT AS SPECIFIED HEREIN, ALL DISPUTES SUBJECT TO ARBITRATION UNDER THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. NO PARTY MAY BRING ANY CLAIM SUBJECT TO ARBITRATION PURSUANT TO THIS AGREEMENT AS A PRIVATE ATTORNEY GENERAL, IN A REPRESENTATIVE CAPACITY, OR AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. THE CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE JOINED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. NO ARBITRATION SHALL BE CONSOLIDATED OR JOINED WITH ANY OTHER ARBITRATION EXCEPT AS SPECIFIED HEREIN. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). If a court determines by means of a final decision, not subject to any further appeal or recourse, that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or request for relief, then such claim or request for relief (and only that claim or request for relief) shall be severed from the arbitration and may be brought exclusively in the state or federal courts located in San Francisco, California, subject to the parties’ respective rights to appeal the decision. All other claims or requests for relief shall be arbitrated. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all claims between the parties remaining in arbitration are finally resolved. The parties agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco, California for purposes of resolving any claims or requests for relief severed from arbitration pursuant to this paragraph. This subsection does not prevent you or us from participating in a class-wide settlement of claims.

To enhance the efficiency of administration and resolution of arbitrations, you and we agree that in the event that there are one hundred (100) or more individual arbitrations of a substantially similar nature filed against us by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of one hundred (100) arbitrations per batch (plus, to the extent there are less than one hundred (100) arbitrations left over after the batching described above, a final batch consisting of the remaining arbitrations); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that arbitrations are of a “substantially similar nature” if they arise out of or relate to the same event, act, omission, practice or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by us.

You and we agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of arbitrations, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

You have the right to opt out of the provisions of this Arbitration agreement that require the arbitration of Disputes within thirty (30) days of the date that you first agree to any version of this Agreement that requires arbitration of disputes with DrWell or any of the DrWell Parties, Medical Groups, Laboratories, or Pharmacies. To opt out, you must send your name, residence address, and email address together with a clear statement that you want to opt out of the requirement to arbitrate disputes with the applicable party to: DrWell/KP Innovations, LLC, 2100 Webster Street, #429, San Francisco, CA 94115, ATTN: Arbitration Opt-Out. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us or any other DrWell Parties.

Before initiating arbitration of a Dispute, you must provide us with a written Notice of Dispute that includes your name, residence address, username (if applicable) and email address associated with your User account (if applicable), a detailed description of the Dispute, and the relief you seek. Before we initiate arbitration of a Dispute against you, we will provide a written Notice of Dispute to you with a detailed description of the Dispute and the relief we seek. Any Notice of Dispute you send to us should be mailed to DrWell/KP Innovations, LLC, 2100 Webster Street, #429, San Francisco, CA 94115, ATTN: Dispute Notice. Notwithstanding anything to the contrary in this Agreement, if we make any future material modification to any provisions of this Agreement that govern the arbitration or resolution of Disputes, such changes will not apply to any Dispute between you and us for which either party had previously provided a written Notice of Dispute to the other in accordance with this paragraph. Further, if we make any future material changes to the provisions of this Agreement that govern the arbitration or resolution of Disputes, you may reject such changes by sending a written notice of your rejection decision to us at DrWell/KP Innovations, LLC, 2100 Webster Street, #429, San Francisco, CA 94115, ATTN: Arbitration Opt-Out within thirty (30) days of the effective date of such modifications. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and Conditions and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes, the provisions of this Arbitration Agreement as of the date you first accepted the Terms and Conditions (or accepted any subsequent changes to these Terms and Conditions) remain in full force and effect. We will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms and Conditions.

Except as provided above, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

External Parties and Software

The utilization of any third-party software furnished in conjunction with the Service, or any External Goods and Services accessed or employed in connection with the Service, shall be subject to the applicable third party’s licensing terms or conditions of use, where such terms exist. In the absence of such specific terms, this Agreement shall govern. Your use of the Service must adhere to this Agreement as well as any pertinent external party terms, where applicable.

Notwithstanding the aforementioned or unless explicitly delineated within this Agreement, including but not limited to the indemnification obligations herein favoring DrWell, its affiliated Medical Groups, Pharmacies, Laboratories, and Healthcare Providers, and the agreement to arbitrate, both parties hereby expressly acknowledge that there is no intention to establish or create third-party beneficiary rights or their equivalents for any other referenced individual, subcontractor, or external entity. Except as specifically outlined in this Agreement, no third party shall possess the right to enforce any provision or benefit from any advantage established or created under this Agreement.

Communication Channel

Should you have any inquiries or concerns regarding this Agreement, please contact us via email at [email protected]. We shall endeavor to address your questions or concerns in a timely manner upon receipt.

SMS Terms & Conditions

KP Innovations, LLC., also known as ‘DrWell’, offers the option to our customers to receive SMS (text message) communications for appointment reminders, prescription updates, and other healthcare-related notifications. By agreeing to these SMS Terms & Conditions, you consent to receive such communications from DrWell.

1. Message Frequency: The frequency of messages varies depending on your interactions with our services and your selected preferences. You may receive messages related to appointments, prescriptions, health updates, and occasional promotional content.
2. Message and Data Rates: Message and data rates may apply. Please check with your mobile service provider for details on potential costs.
3. Help: Text HELP to (833) 8DR-WELL (837-9355) for assistance with our SMS services.
4. Opt-Out: You can opt out of DrWell SMS communications at any time by replying STOP to any of our messages. After doing so, you will receive one final message confirming your opt-out.
5. Supported Carriers: Our SMS service is supported by most major mobile carriers, including but not limited to AT&T, T-Mobile, Verizon, Sprint, and others. Carriers are not liable for any delays or undelivered messages.
6. Changes to Terms: DrWell reserves the right to modify these SMS Terms & Conditions at any time. We will notify you of any changes by posting the new Terms & Conditions on this page and updating the “Last Updated” date.
7. Contact Us: If you have any questions about these SMS Terms & Conditions, please contact us at [email protected].
   
   

By using DrWell’s services and providing your mobile number, you agree to receive SMS communications and accept these SMS Terms & Conditions.