Terms and Conditions of Use

Date of Last Revision: August 1, 2025

​

RxBeta Inc. (d.b.a. Clinova.Solutions) and its affiliates, including AJB Care LLC and AJB Medical LLC (collectively, “Clinova.Solutions,” “we,” “us,” or “our”), own and operate the website located at www.clinova.solutions (the “Website”), as well as associated mobile applications (the “Apps”). Together, the Website, Apps, and related services are referred to as the “Services.” In these Terms of Use, the words “you” and “your” refer to the individual accessing or using the Services.

These Terms of Use outline your rights and obligations in connection with the Services. Your access to and use of the Services are subject to these Terms of Use, our Privacy Policy, and all applicable laws and regulations. Certain features or parts of the Services may be governed by additional terms, which will be presented to you when applicable. By using those features, you agree to review and be bound by any such supplementary terms.

PLEASE READ THESE TERMS OF USE CAREFULLY. They contain important information regarding your legal rights, obligations, and restrictions in connection with the Services.

By accessing or using the Services, you confirm that you have read, understood, and agree to be legally bound by these Terms of Use. If you do not, or cannot, agree to these Terms of Use, you may not use the Services.

We may update or modify these Terms of Use from time to time, as described below.

Availability

Certain of our Services are currently only available to individuals located in certain states.

1. Services, Availability, and Eligibility

Overview of the Services

The Services provided by Clinova.Solutions may include:

1. Delivering individuals information on health care and wellness;
    

2. Providing access to pharmacy services;
    

3. Offering technology-driven tools to help address specific health issues;
    

4. Developing, collecting, and retaining health care records and related information for use in provider appointments, communications, and pharmacy services;
    

5. Providing administrative support, including scheduling and payment processing for health care and pharmacy services; and
    

6. Enabling telecommunications support, allowing individuals to use the Services for direct access to health care providers for communication, consultations, assessments, and treatment.
    

Availability

Certain Services are available only to individuals located in specific states. When using those Services, you will be notified of any geographic restrictions that apply in your location.

Clinova.Solutions is based in the United States, and the Services are intended solely for use by individuals located in the United States. We make no representations that the Services—or any material included within them—are accessible or appropriate outside of the United States. Accessing the Services from outside the United States is done at your own risk, and you are solely responsible for compliance with local laws, including applicable export laws.

Important Notice

Among other functions, Clinova.Solutions provides services that enable coordination and communication with a health care provider. These Services do not replace your relationship with any physician. The Services may not be appropriate for all medical conditions or concerns.

If you believe you are experiencing a medical emergency or mental health crisis, call your doctor or dial 911 immediately. Do not use the Services for emergency or crisis care.

Eligibility

Our Services are intended for use only by individuals who are 18 years of age or older. By accessing or using the Services, you represent and warrant that the following statements are true:

 

• You are 18 years of age or older, or, if under 18, you have the express consent of your parent or legal guardian to use the Services. Please note that certain Services may only be available to individuals 21 years of age or older; if this applies, you will be notified of the requirement. You confirm that you are located in a state where Clinova.Solutions operates (based on the type of Services offered) and that you agree to be legally bound by, and comply with, these Terms of Use.

You understand and agree that meeting the eligibility requirements above does not guarantee that you will receive Services. In addition, Clinova.Solutions and its affiliated professional entities reserve the right, at their sole discretion, to modify existing requirements or introduce new ones at any time without prior notice.

To access or use the Services, you must have compatible devices, Internet access, and any necessary software. Please note that fees and charges may apply for mobile data usage and Internet connectivity.

 

2. Telehealth, Pharmacy, and At-Home Testing Services

• Telehealth Services. Telemedicine is the delivery of health care services through electronic communications and information technology between a health care provider and a patient who are not in the same physical location. It may be used for diagnosis, treatment, follow-up, and patient education, and can include the secure electronic transmission of medical records, images, and personal health information; real-time interactions between patients and providers through audio, video, or data communication; and the use of data from medical devices, sound recordings, or video files to support care.

The electronic systems used by Clinova.Solutions incorporate network and software security protocols designed to protect the privacy and security of health information. These systems include safeguards to maintain the integrity of your data and protect it from intentional or unintentional corruption or unauthorized access. By accepting these Terms of Use, you consent to Clinova.Solutions, its affiliated physician practices, contracted or employed health care providers, and any partner health care organizations or providers sending you disclosures, notices, reports, messages, and other communications in writing or electronically, including through your account or by email. You are responsible for monitoring and reviewing these communications. You agree that you will not hold Clinova.Solutions, its affiliates, or its partner health care providers liable for any loss, injury, or claim resulting from your failure to read such communications or to follow treatment recommendations contained within them. You also acknowledge that no form of electronic transmission can be guaranteed to be 100% secure. By accessing or using the Services, you agree to the electronic transmission of health and other information, and you acknowledge that any information transmitted to or signed by you or by Clinova.Solutions electronically will be treated as the legal equivalent of information provided or signed in writing.

Please see our Consent to Telehealth, available at clinova.solutions/terms, for additional details about the risks and benefits of telehealth. This Consent to Telehealth is incorporated into these Terms of Use by reference and forms part of these Terms.

Your Relationship with Clinova.Solutions

Clinova.Solutions does not provide medical services, including via the Services. Instead, Clinova.Solutions offers a technology platform that enables you to connect with health care providers employed or contracted by affiliated physician practices. Through this platform, you may also access additional health information, which you may choose to use in planning your care and wellness.

The health and wellness resources made available through the Services by Clinova.Solutions are provided for informational purposes only. They are not a substitute for in-person medical care in all circumstances, nor do they guarantee specific results. Decisions regarding diagnosis, treatment, or both remain solely between you and your health care provider. By consulting with affiliated physician practices or their health care providers through the Services, you acknowledge that you are not entering into a provider–patient relationship with Clinova.Solutions itself.

Except for communications you receive directly from an affiliated physician practice or its health care providers, none of the information provided through the Services should be considered medical advice.

Pharmacy Services

If you receive a prescription through the Services, you may choose to have it filled by Clinova.Solutions’ partner pharmacy network or by a pharmacy of your choice, as prompted during your use of the Services. By doing so, you authorize Clinova.Solutions to share and disclose the information you provide—including health care records, prescription details, and personal information such as your name, location, and demographic data—with the partner pharmacy network or your chosen pharmacy as necessary to fulfill your prescription and provide pharmacy services.If you choose to have your prescription filled through the Clinova.Solutions partner pharmacy network, you acknowledge that medications may not be shipped in child-resistant packaging and that it is your responsibility to keep them out of the reach of children.

 

At-home Testing Services.

At-Home Testing Services

At-home sample collection kits and laboratory services offered through the Services may require a valid order from a licensed health care provider. Clinova.Solutions or its subsidiaries partner with licensed health care providers in your state (the “Reviewing Provider”) to review and approve requests for at-home testing. You understand and agree that these testing services are intended solely for informational, educational, and wellness purposes—they are not diagnostic. You further acknowledge that using these Services does not create a provider–patient relationship with the Reviewing Provider.

Once approved, the requested test kit will be shipped to your address. You are responsible for following the instructions provided with the kit, including registering the kit, collecting the appropriate biological samples, completing any required documentation, and returning both the samples and documentation to the designated laboratory (the “Lab”) that conducts the testing. Failure to follow these instructions may result in your samples not being processed.

The Lab sends the test results to the Reviewing Provider, who then releases them to Clinova.Solutions. We make those results available to you through the Services. You understand and agree that it is your responsibility to share these results with your primary health care provider for interpretation and for making any decisions about your health or treatment.

3. Financial Responsibility for Services

By choosing to use the Services, you agree to obtain products and services from Clinova.Solutions on a cash-pay basis, outside of any commercial health insurance plan or federal or state health care program. This means you are solely responsible for the costs of any products or services provided to you. Clinova.Solutions and its affiliated physician practices do not accept commercial health insurance, are not in-network with any commercial health insurance plans, and are not enrolled in federal or state health care programs such as Medicare or Medicaid.

By accessing or using the Services, you further agree that:

1. You will not seek payment or accept reimbursement, directly or indirectly, from any insurance plan or third-party payer—including federal or state health care programs—for any products or services purchased through Clinova.Solutions, even if such products or services are otherwise covered by your plan;
    

2. If you are a beneficiary of a federal health care program, you agree that neither you, Clinova.Solutions, its affiliated physician practices, nor any partner health care organization or provider will submit claims for reimbursement to any federal or state health care program for costs of services or products provided through the Services; and
    

3. You will not apply any amounts paid for products or services purchased through Clinova.Solutions toward an insurance deductible or out-of-pocket spending requirements. If you are enrolled in Medicare Part D, you agree that no portion of the amounts paid for services, products, or related costs through Clinova.Solutions will count toward your Medicare Part D true out-of-pocket (“TrOOP”) costs.

 

4. Registration & Account 

lthough certain parts of the Services may be accessible without creating an account, you may be required to create an account to access and use specific features of the Services. If you create an account, you agree to provide information that is accurate, complete, and current, and to update this information as necessary. If you fail to maintain accurate information—or if Clinova.Solutions has reasonable grounds to suspect otherwise—Clinova.Solutions may suspend or terminate your account and your access to the Services.

You agree to keep your username and password confidential and to log out of your account at the end of each session. You are solely responsible for all activities that occur under your account, as well as for maintaining the confidentiality of your login credentials. You also agree to notify Clinova.Solutions immediately of any unauthorized use of your account, password, or any other security breach relating to the Services by emailing adam@clinova.solutions. Clinova.Solutions may take any actions it deems necessary or appropriate to protect the security of the Services.

You are responsible for promptly changing your password if you believe it has been compromised. You may not transfer or share your password with anyone, create more than one account, or use another person’s account at any time. Clinova.Solutions disclaims liability for any and all losses or damages arising from your failure to comply with these obligations.

Our Apps are intended for use only on mobile devices running the manufacturer’s approved, unmodified operating system. Using the Apps on devices with modified operating systems may disable or undermine security features designed to protect your health information and other data from unauthorized disclosure. As a result, use of the Apps on such devices may compromise your information and constitutes a material breach of these Terms of Use.

5. Privacy

Clinova.Solutions recognizes the importance of protecting the confidentiality and privacy of your health information. Please review our Privacy Policy, available at clinova.solutions/privacy-policy, for details on how we collect, use, and safeguard your information. The Privacy Policy is incorporated into these Terms of Use by reference and forms part of these Terms.

6. Ownership & License to Use Services

Ownership

As between you and Clinova.Solutions, Clinova.Solutions is the sole and exclusive owner of all rights, title, and interest in and to the Services and their content, features, and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement, and overall look and feel) (collectively, the “Services Content”).

You may not reproduce, publish, distribute, modify, reverse engineer, disassemble, create derivative works from, publicly display, publicly perform, republish, download, store, transmit, sell, or otherwise exploit any part of the Services or Services Content, in whole or in part, except as expressly permitted under these Terms of Use or with prior written consent from Clinova.Solutions.

Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Services or Services Content will be owned solely and exclusively by Clinova.Solutions or its licensors, including all intellectual property rights therein. You may not access or use any part of the Services or Services Content for commercial purposes without express written authorization from Clinova.Solutions.

Trademarks and Marks: Certain names, logos, and other materials displayed within the Services may constitute trademarks, trade names, service marks, or logos (collectively, the “Marks”) of Clinova.Solutions or its affiliates. You are not authorized to use any such Marks without the express written permission of Clinova.Solutions. Ownership of all such Marks, and all goodwill associated with them, remains with Clinova.Solutions or its affiliates.

Your License: Subject to your compliance with these Terms of Use, Clinova.Solutions grants you a personal, limited, revocable, non-exclusive, and non-transferable license to view, download, access, and use the Services and Services Content solely for your personal, non-commercial use, and only as permitted under these Terms of Use and the Privacy Policy. No other right, title, or interest in or to the Services or Services Content is transferred to you, and all rights not expressly granted remain reserved by Clinova.Solutions or its licensors.

7. User Content and License to Use Such Content

Except as described in our Privacy Policy, or where information is governed by applicable federal and state-specific privacy laws and regulations, you understand and agree that any information you provide through the Services—whether by direct entry, submission, email, or otherwise (including, but not limited to, data, questions, comments, forum communications, or feedback)—will be treated as non-confidential and non-proprietary and will become the property of Clinova.Solutions and/or (i) affiliated physician practices, or (ii) individual health care providers utilizing the Services (“User Content”).

Except as otherwise provided in our Privacy Policy or as required by applicable laws, User Content may be used by Clinova.Solutions for any purpose, including, without limitation, reproduction, solicitation, disclosure, transmission, publication, broadcast, or posting. Clinova.Solutions may also use such User Content to develop, improve, and market its products and services, without any compensation owed to you.

You hereby grant Clinova.Solutions, its service providers, successors, affiliates, affiliated physician practices, and health care providers a fully transferable and sublicensable license to use, reproduce, modify, analyze, perform, display, distribute, and otherwise disclose to third parties any data or information you submit through the Services. This may be done for purposes such as providing Services to you, marketing Services to you, conducting research or analyses, and designing, developing, implementing, modifying, and/or improving current or future features, products, and Services of Clinova.Solutions.

You further understand that any User Content you publish in public forums may be viewable and copyable by other users of the forum and potentially by the public at large.

 

Without limiting the foregoing, Clinova.Solutions does not assume responsibility or liability for any User Content posted in public forums, nor for any claims, damages, or losses resulting from the use of any public forum or the User Content contained therein.

You acknowledge, consent, and agree that Clinova.Solutions may access, monitor, preserve, and disclose your information and/or any User Content you submit or make available through the Services if required to do so by law, or if we believe in good faith that such access, preservation, or disclosure is permitted by law or reasonably necessary or appropriate for any of the following purposes:

1. To comply with legal process;
    

2. To enforce these Terms of Use, our Privacy Policy, or other agreements with you, including the investigation of potential violations;
    

3. To respond to claims that any content infringes the rights of third parties;
    

4. To respond to your customer service requests; or
    

5. To protect the rights, property, or personal safety of Clinova.Solutions, its affiliates, agents, users, and the public.
    

This may include sharing information with other companies and organizations for purposes such as fraud prevention, spam and malware protection, and similar security-related matters.

 

8. Copyright Notices

Content Removal and Copyright Compliance
Clinova.Solutions reserves the right to remove any content, material, or information available on or through the Services at any time and for any reason. Clinova.Solutions complies with the provisions of the Digital Millennium Copyright Act (DMCA) applicable to Internet service providers (17 U.S.C. § 512, as amended) and will respond to clear notices of alleged copyright infringement.

Notification of Claimed Copyright Infringement

If you believe that copyrighted content or material has been made available on or through the Services without authorization, you may submit a notification to our Designated Agent at the following address:

Copyright Agent
Clinova.Solutions
Email: jasmine@clinova.solutions

Any notification submitted to Clinova.Solutions under 17 U.S.C. § 512(c) alleging copyright infringement must include all of the following information:

A valid DMCA notification to Clinova.Solutions must include all of the following:

1. Signature – An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right allegedly infringed.
    

2. Identification of Works – Identification of the copyrighted work(s) or other intellectual property claimed to have been infringed, or, if multiple works are covered by a single notice, a representative list of such works.
    

3. Identification of Infringing Material – Identification of the specific content or material you claim is infringing, along with information sufficient to allow us to locate it on the Services.
    

4. Your Contact Information – Information sufficient to allow Clinova.Solutions to contact you, including your name, address, telephone number, and/or email address.
    

5. Good-Faith Statement – A statement that you have a good-faith belief that the disputed use of the content or material is not authorized by the copyright owner, its agent, or the law.
    

6. Accuracy & Authority Statement – A statement, signed by you, affirming that the information in your notice is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on the copyright owner’s behalf.

 

9. Restrictions on Use

You agree that in using or accessing the Services, you will not, and will not attempt to:

• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
   

• Violate any local, state, national, or international law or regulation (including export laws).
   

• Reverse engineer, disassemble, decompile, or translate any software or other components of the Services.
   

• Upload, transmit, distribute, or otherwise introduce any virus, malware, Trojan horse, harmful code, or application that could damage, alter, disrupt, or impair a computer, device, network, system, data, or the Services.
   

• Access or use the Services in any way that infringes, misappropriates, or otherwise violates any intellectual property or proprietary rights of Clinova.Solutions or any third party.
   

• Use robots, spiders, scrapers, or other automated means to access the Services for any purpose without the express prior written consent of Clinova.Solutions, or bypass any exclusion headers or access restrictions we put in place.
   

• License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Services, Service Content, or User Content except as expressly permitted by these Terms of Use.
   

• Develop or attempt to develop competing products or services, or use the Services in any way that is to the detriment or commercial disadvantage of Clinova.Solutions.
   

• Damage, destroy, disable, impair, interfere with, overburden, or otherwise harm the Services, Service Content, or User Content, in whole or in part.
   

• Use framing techniques to enclose any trademark, logo, or part of the Services without the prior written consent of Clinova.Solutions.
   

• Post, transmit, or disseminate any content that, in the sole discretion of Clinova.Solutions:
   

  1. Is unlawful, fraudulent, harmful, harassing, abusive, defamatory, libelous, vulgar, obscene, hateful, discriminatory, violent, threatening, demeaning, intimidating, or otherwise objectionable;
      

  2. Infringes the rights of Clinova.Solutions or any third party, including intellectual property or proprietary rights;
      

  3. Is derogatory or harmful to the reputation of Clinova.Solutions, its licensors, affiliates, affiliated health care providers or practices, or their respective officers, employees, or representatives;
      

  4. Incites violence or other unlawful activity;
      

  5. Is harmful to children in any manner; or
      

  6. Attempts to solicit or obtain the personal information of other users.
      

• Harass, harm, threaten, abuse, defame, demean, discriminate against, or intimidate any affiliated health care provider delivering services through the platform, as determined in the sole discretion of Clinova.Solutions.

You further agree that you will not, and will not attempt to:

• Disrupt, interfere with, compromise the security of, or attempt to gain unauthorized access to the Services or any related computer network.
   

• Bypass, breach, disable, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by Clinova.Solutions or any of its service providers to safeguard the Services.
   

• Remove, delete, alter, or obscure any trademarks, specifications, warranties, disclaimers, or notices of copyright, trademark, patent, or other intellectual property or proprietary rights contained in the Services, Service Content, or User Content.
   

• Use any manual process or automated tool, device, or system to monitor, copy, or access content made available through the Services for any unauthorized purpose, except as expressly permitted in these You agree that you will not, and will not attempt to:

• Transmit, or cause the transmission of, any advertising or promotional material without the prior written consent of Clinova.Solutions, including, but not limited to, “junk mail,” “chain letters,” “spam,” or other similar solicitations.

• Copy, duplicate, download, store in a retrieval system, publish, transmit, reproduce, transfer, distribute, disseminate, aggregate, or otherwise use in any form or by any means any data, text, reports, or other materials related to Clinova.Solutions or third-party content from the Services, except as expressly permitted by these Terms of Use.

• Use the Services in any way that exceeds the scope of use granted herein.

• Encourage, assist, or enable any other individual to engage in any of the foregoing prohibited activities.

10. Disclaimer of Warranties

You expressly agree that your use of the services is at your sole risk. You acknowledge and agree that the services are provided by Clinova.Solutions on an “as is” and “as available” basis. Clinova.Solutions and its affiliates, including without limitation all affiliated physician practices and their respective officers, directors, managers, partners, members, employees, and agents (collectively, “related persons”), make no representations or warranties and expressly disclaim all warranties of any kind, whether express or implied, relating to the services.

This includes, but is not limited to, any warranties of:

• merchantability,
   

• fitness for a particular purpose,
   

• non-infringement,
   

• title,
   

• availability,
   

• security,
   

• operability,
   

• condition,
   

• quiet enjoyment,
   

• value,
   

• accuracy or completeness of data,
   

• freedom from viruses or malware,
   

• timeliness,
   

• functionality,
   

• reliability,
   

• sequencing or speed of delivery, or
   

• system integration.
   

Clinova.Solutions makes no warranty or representation that your use of the services will not infringe the rights of third parties.

To the fullest extent permitted by applicable law, neither clinova.solutions nor its related persons will be liable for any loss or damage caused by your reliance on information obtained through the services. it is your responsibility to evaluate the accuracy, completeness, timeliness, reliability, or usefulness of the services, service content, and user content. Furthermore, clinova.solutions does not guarantee that the services will be uninterrupted or free from errors, defects, data loss, delays in operation, corruption, cyberattacks, viruses, interference, hacking, malware, or other security intrusions, and clinova.solutions disclaims any liability related to such issues.You understand and agree that any content, material, or information obtained through the use of the services is used at your sole risk, and you will be solely responsible for any damage to your computer, mobile device, or data, or for any loss resulting from your download of or reliance on such content, material, or information.

 

11. Limitation of Liability

You understand that, to the extent permitted under applicable law and except as otherwise set forth in this section, in no event will clinova.solutions, its related persons, or licensors be liable to you or any third party for any claims, liabilities, losses, costs, or damages under any legal or equitable theory, whether in tort (including negligence and strict liability), contract, warranty, statute, or otherwise. this includes, without limitation, indirect, incidental, special, consequential, punitive, or exemplary damages, such as damages for loss of revenue, profits, goodwill, use, or data; service interruption; computer or mobile device damage; system failure; the cost of substitute products or services; or damages for personal or bodily injury, emotional distress, or death, arising out of or in connection with your access to or use of (or inability to use) the services, any service content, or other intangible losses related to your use of the services. this limitation applies even if clinova.solutions or its related persons have been advised of the possibility of such damages or losses.In no event will the total liability of clinova.solutions or its related persons to you for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) exceed, in the aggregate, the greater of: (i) one hundred dollars ($100); or (ii) the amount paid by you, if any, for access to the services during the twelve (12) month period preceding the applicable claim.Certain jurisdictions do not allow the exclusion of specific warranties or the limitation or exclusion of liability for particular types of damages. Therefore, some of the limitations set forth in this section may not apply to you. If you are a resident of New Jersey, or of any other U.S. state that permits such exclusions, the limitations in this section will apply to you in full.

12. Indemnification

You agree to indemnify, defend, and hold harmless clinova.solutions, its affiliates, affiliated health care practices, subsidiaries, and all of their respective directors, officers, employees, contractors, licensors, suppliers, representatives, partners, shareholders, principals, agents, predecessors, successors, assigns, accountants, and attorneys from and against any and all third-party claims, suits, actions, proceedings, damages, settlements, judgments, injuries, liabilities, losses, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees) arising out of or relating to:

(i) your use of the services, or use of the materials or features made available through the services, in an unauthorized manner;

(ii) your fraud, violation of law, negligence, or willful misconduct; or

(iii) your breach of these terms of use.

13. Third-Party Links and Features on the Services

The services may contain hyperlinks, plug-ins, products, or features operated by third parties (“third-party services”). Such third-party services are not under the control of clinova.solutions, and therefore clinova.solutions is not responsible for the information, products, or services described by, or for the content or features of, any such third-party services. These links and features are provided solely as a convenience, and the inclusion of any third-party service does not imply endorsement by clinova.solutions or any association with its operators.

Your use of third-party services is entirely at your own risk. clinova.solutions will not be liable to you, directly or indirectly, for any content, errors, damage, or loss arising from or connected with your use of, or reliance on, information contained in or provided by third-party services. If you accessed the services through a third-party service, you acknowledge and agree that clinova.solutions is not responsible for the information, products, or services offered by that third-party service, and that only these terms of use govern your access to and use of the services. Clinova.solutions is not involved in any transaction between you and another user or third party, nor does clinova.solutions act as an agent for either party. Accordingly, we are not responsible for resolving disputes that may arise between you and another user or third party in connection with any such transaction. We strongly encourage users and third parties to work together to resolve disputes directly.

If you have a dispute with one or more users or third parties arising from or related to your use of the services, you hereby release clinova.solutions, along with its officers, employees, agents, and successors, from any and all claims, demands, and damages of every kind and nature—whether known or unknown, suspected or unsuspected, disclosed or undisclosed—arising out of or in any way connected to such disputes or your use of the services.

 

13. Changes to the Terms of Use and Services

The services are continually evolving, and clinova.solutions reserves the right to review, update, or remove any part of these terms of use at its sole discretion, at any time, and without prior notice. You are responsible for reviewing the terms of use periodically to stay informed of any changes. Unless otherwise required by applicable law, changes become effective immediately upon posting to the services. If you do not agree with the revised terms, your sole and exclusive remedy is to discontinue use of the services. Your continued use of the services after changes are posted constitutes your acceptance of those changes.

You acknowledge and agree that: (1) all or part of the services may be inaccessible at times, for any duration, and for any reason; and (2) clinova.solutions will not be liable if all or any portion of the services are unavailable at any time or for any period. clinova.solutions also reserves the right, at any time and for any reason, to modify, suspend, or permanently discontinue the services or any part thereof, with or without notice. You agree that clinova.solutions shall not be liable to you or any third party for any modification, suspension, or discontinuance of the services.

14. Payments

You agree to pay all fees due for services at the time of checkout and in accordance with the payment terms presented when completing your transaction. Prices are subject to change at any time at the sole discretion of clinova.solutions. You will be prompted to provide your payment details, such as credit card information and any promotional codes. By entering your payment information and submitting your request, you authorize clinova.solutions, its affiliates, or its third-party payment processors to charge the applicable amount, including any recurring fees associated with subscription services (as defined below).

You understand and agree that you are responsible for all fees required to receive health care and pharmacy services, including those charged by health care organizations or providers delivering services through the platform. Your payments to clinova.solutions may include fees owed to these health care organizations or providers, which clinova.solutions collects on their behalf. Any health care or pharmacy services not provided by clinova.solutions, an affiliated physician practice, or the clinova.solutions partner pharmacy network—and not otherwise offered through the services—are not included in the payments collected by clinova.solutions. You may be billed separately by the relevant health care organization(s) and/or provider(s) for such services.

If your credit card expires, or if clinova.solutions, its affiliates, or its third-party payment processors are unable to process your payment, you may be notified and required to provide an alternative payment method to continue accessing the services.

Payment method: clinova.solutions and/or the affiliated health care organizations and providers have no obligation to provide any health care or pharmacy services unless and until full payment has been received and verified. you are responsible for keeping your payment information (such as credit card number and billing address) accurate and up to date at all times.

except as otherwise provided in any return or refund policy made available to you through the services, you acknowledge and agree that, due to the nature of the products and services purchasable through the services, all applicable fees and charges are non-refundable, in whole or in part. you are fully responsible for all charges to your account, including any unauthorized charges.

if your payment method has already been charged and you are later deemed unsuitable for treatment, or if clinova.solutions rejects your treatment request for any reason, you will automatically receive a refund. refunds (including those described in these terms or otherwise provided by clinova.solutions) may take 5 business days or longer to process.

If you submit a treatment request but fail to complete the additional onboarding steps required by clinova.solutions to process your request for certain subscription services, your request may expire. if your payment method has already been charged, you will automatically receive a refund when the request expires. to obtain the desired services, you will need to initiate a new treatment request.

When you submit a treatment request, your provider may recommend an alternative treatment plan that better suits your health needs. in such cases, you will be prompted to accept the suggested alternative. if you accept and your payment method has already been charged, the initial charge will be refunded automatically, and a new charge will apply for the alternative treatment plan. if you take no action and do not accept the alternative treatment plan, your request may expire, and you will automatically be refunded if payment has already been processed. once expired, you must initiate a new treatment request to receive services.

15. Termination

The terms of use remain in effect as long as you continue to access or use the services. you may terminate these terms at any time by discontinuing your use of the services. your permission to use the services automatically terminates if you violate these terms of use. Clinova.solutions may suspend or terminate any rights granted under these terms and your access to or use of the services, with or without prior notice, for any reason and at any time, including violations of these terms. The following provisions will survive expiration or termination of these terms: disclaimer of warranties; limitation of liability; indemnification; governing law, dispute resolution, arbitration, venue, severability; no waiver; and assignment. Subject to applicable law, clinova.solutions reserves the right to maintain, delete, or destroy all communications and materials posted or uploaded to the services, in accordance with its internal record retention or destruction policies. after termination, clinova.solutions has no further obligation to provide the services, except to the extent that an affiliated professional entity must provide you with access to your health records or ongoing care as required under legal, ethical, or professional obligations. you agree that if your use of the services is terminated under these terms, you will not attempt to access or use the services again. if you violate this restriction, you agree to indemnify and hold clinova.solutions harmless from any resulting liability.

16. Governing Law&  Severability

governing law These terms of use and your use of the services are governed by the laws of the state of texas, without regard to conflict-of-law principles. subject to the arbitration requirement set forth in section 17, exclusive jurisdiction for all disputes that are not subject to arbitration will lie in the state and federal courts located in Austin, Texas, and you consent to the jurisdiction of those courts.

Severability All provisions of these terms of use apply to the maximum extent permitted by law. if any part of these terms is found to be unenforceable, that part will be replaced with terms that most closely reflect the intent of the original provision, to the extent permitted by law. the unenforceability of any part of these terms will not affect the validity or enforceability of the remaining provisions. section headings are provided for convenience only and have no legal effect.

 

17. Dispute Resolution: Binding Arbitration Clause and Class Action Waiver

This section may significantly affect your legal rights—including your right to file a lawsuit in court (by requiring most disputes to be submitted to arbitration) and your ability to resolve disputes as part of a class action.

As explained below, these terms of use require that all disputes between you and clinova.solutions first be addressed through an informal dispute resolution process. If informal resolution fails, these terms require that all disputes (except those specifically identified in section 19.3) be resolved through binding arbitration. Binding arbitration means that an arbitrator—not a federal, state, or local court or agency—has exclusive authority to resolve such disputes. Accordingly, you should read the entirety of section 19 carefully, as it may significantly affect your legal rights.

17.1 informal dispute resolution

For any and all disputes between you and clinova.solutions, the parties agree to use their best efforts to settle the dispute, claim, question, or disagreement informally and to engage in good faith negotiations. Failure to participate in this process could result in an award of fees against you in arbitration.

To initiate informal dispute resolution, the initiating party must send a written description of the dispute to the other party.

• For any dispute that you initiate against clinova.solutions, you must send:
  (a) a written description of the dispute, and
  (b) the email address associated with your account,
  to the following email address: adam@clinova.solutions.
   

The written description must be submitted on an individual basis and must include, at a minimum: your name, a description of the nature or basis of the claim or dispute, and the specific relief sought.

• For any dispute initiated by clinova.solutions, we will send our written description of the dispute to the email address associated with your use of the services.
   

If the dispute is not resolved within sixty (60) days of a party’s receipt of the written description, you and clinova.solutions agree to resolve any remaining dispute through the arbitration provisions described below.

Engagement in this informal dispute resolution process, in good faith, is both a prerequisite and a condition precedent to either party initiating arbitration or a lawsuit. The parties also agree that any applicable statute of limitations, filing fees, or other deadlines will be tolled while the parties engage in this informal process.

17.2 Binding Arbitration

After the parties have made a good-faith effort to resolve their dispute(s) under the informal dispute resolution process described in section 17.1, and only if those efforts fail, either party may initiate arbitration as outlined in this section.

If you initiate arbitration, a copy of your arbitration demand must be emailed to adam@clinova.solutions. If clinova.solutions initiates arbitration, we will send a copy of the demand to the email address associated with your account.

(a) mutual arbitration agreement

Except as provided, you and clinova.solutions agree that all claims, disputes, or disagreements arising out of or relating to the interpretation, applicability, enforceability, formation, or performance of these terms of use—including, without limitation, any claim that all or part of these terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or timing of administrative or arbitrator fees—shall be resolved exclusively through binding arbitration in accordance with this section 17.2 (the “arbitration agreement”).

The arbitrator will have the authority to grant any relief available in court under law or equity. The arbitrator may also impose sanctions consistent with the arbitration provider’s rules for frivolous claims, submissions not filed in good faith, or a party’s failure to comply with this section. 

This arbitration agreement is intended to be interpreted broadly and applies to claims that arose before this agreement, claims asserted or based on facts that occurred prior to this agreement, and claims that may arise after its termination, subject to the opt-out provisions set forth.

Arbitration will take place in Texas, unless the parties mutually agree otherwise.

17.3

This arbitration agreement is governed in all respects by the Federal Arbitration Act (“FAA”) and evidences a transaction involving interstate commerce. you and clinova.solutions expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this arbitration agreement. if, for any reason, the FAA cannot apply, then the arbitration laws of the state in which you reside will apply.

Except as provided in section 13.2(c) below, if any provision of this arbitration agreement is found invalid by an arbitrator or a court of competent jurisdiction, the parties agree that the arbitrator or court should endeavor to give effect to the parties’ intent as expressed in the provision, and the remaining provisions will remain in full force and effect.

(b) waiver of rights, including jury trial

You and clinova.solutions understand and agree that arbitration means an arbitrator—not a judge or jury—will decide the claim, and that rights to discovery and appeals may be limited in arbitration. you further understand that the costs of arbitration may, in some cases, exceed the costs of litigation.

By agreeing to these terms and this arbitration agreement, you and clinova.solutions each waive the right to a jury trial to the maximum extent permitted by law.

(17.3 c) class arbitration and collective relief waiver

You and clinova.solutions agree that, to the maximum extent permitted by law, and except as otherwise provided in section 17.3(c) and section 17.3(e)(vi) below, any arbitration shall be conducted on an individual basis only and not as a class, collective, or other consolidated action. the arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that individual party’s claim.

Notwithstanding the above, arbitration involving you may proceed on a consolidated basis if, and only if, clinova.solutions provides its written consent to consolidation.

If a final judicial determination finds that applicable law prevents enforcement of this paragraph’s limitations as to a particular remedy, then that remedy (and only that remedy) will be severed from arbitration and may be pursued in court. However, any adjudication of non-arbitrable remedies will be stayed pending the outcome of arbitrable claims.

If there is a final judicial determination that either the Class Arbitration and Collective Relief Waiver in this Section, or that the provisions in this Section 17.2 are not enforceable as to a particular claim or request for relief, then the parties agree that that particular claim or request for relief may proceed in court as provided herein, but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or Clinova.solutions from participating in a class-wide settlement of claims.

(d) arbitration location

If you are a resident of the United States, arbitration will take place in the county where you reside, unless you and clinova.solutions agree otherwise. for residents of Canada or any other location outside the United States, arbitration shall be initiated in the county of Travis, state of Texas, United States of America, unless you and clinova.solutions agree to a different venue or unless the arbitrator determines that such venue would be unreasonably burdensome to either party. in that case, the arbitrator may designate another venue.

For any arbitration conducted in Travis County, Texas, you and clinova.solutions agree to submit to the personal jurisdiction of any federal or state court located in Travis County, Texas, for purposes of compelling arbitration, staying proceedings pending arbitration, or confirming, modifying, vacating, or entering judgment on the award issued by the arbitrator. in connection with any such proceeding, you further agree to accept service of process by U.S. mail or certified mail and waive any jurisdictional or venue defenses otherwise available.

(e) the arbitration rules

 

(i) the provider

Arbitration will be administered by National Arbitration and Mediation (“NAM”) and resolved before a single arbitrator. if NAM is unavailable to arbitrate, the parties will mutually select an alternative arbitration provider.

Except as modified by this dispute resolution provision, NAM will administer the arbitration in accordance with its Comprehensive Dispute Resolution Rules and Procedures, Fees for Disputes When One of the Parties is a Consumer, and Mass Filing Dispute Resolution Rules and Procedures in effect at the time any arbitration demand is filed, excluding any rules or procedures permitting class or representative actions. the applicable NAM rules and procedures are available at http://www.namadr.com or by emailing NAM’s Commercial Department at commercial@namadr.com.

Each party is responsible for its own attorneys’ fees unless the arbitration rules or applicable law provide otherwise.

The parties agree that NAM has the discretion to reduce the amount of, or modify the timing of, any administrative or arbitration fees due under NAM’s rules where it deems appropriate, provided such modification does not increase your costs. you further agree to waive any objection to such fee modification. the parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this section 17 while such challenge is pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any due dates for such fees will be tolled during the pendency of the challenge.

(ii) arbitration demand must contain sufficient information

Any arbitration demand or counterclaim filed by either party must contain sufficient information to provide fair notice of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is a party to this arbitration agreement and these terms of use. the arbitrator and/or NAM may require amendment of any demand or counterclaim that does not satisfy these requirements. the arbitrator has the authority to impose sanctions for frivolous or improper claims (under the standard set forth in federal rule of civil procedure 11), including any claim filed on behalf of an individual who is not a party to this arbitration agreement or these terms of use.

(iii) arbitration conducted on papers in some circumstances

If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, the arbitration will be conducted solely on the basis of documents submitted by you and clinova.solutions, unless the arbitrator determines that a hearing is necessary. if the amount in controversy exceeds $10,000 or a party seeks declaratory or injunctive relief, either party may request—or the arbitrator may decide—that a hearing be held. any such hearing will be conducted by videoconference or telephone conference, unless the parties agree otherwise.

(iv) dispositive motions

Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator has discretion to permit the filing of dispositive motions if doing so is likely to efficiently resolve or narrow the issues in dispute.

(v) batching

To promote efficiency in the administration and resolution of arbitrations, if 100 or more similar arbitration demands (i.e., those involving the same or substantially similar facts or claims and seeking the same or substantially similar relief), filed with or coordinated by the same law firm(s) or organization(s), are submitted to NAM (or another arbitration provider chosen in accordance with section 17.2(e)(i) if NAM is unavailable) against clinova.solutions within a reasonably close period of time (a “mass filing”), the parties agree to the following:

(A) the mass filing will be administered in batches of 100 demands per batch (with a final batch including any remaining demands fewer than 100), with only one batch filed, processed, and adjudicated at a time;
(B) one arbitrator will be designated for each batch;
(C) all applicable fees, including any fee reductions determined by NAM (or another arbitration provider selected in accordance with section 17.2(e)(i)), will apply to the batch;
(D) no additional arbitration demands that are part of the mass filing may be filed, processed, or adjudicated until the prior batch of 100 has been filed, processed, and adjudicated;
(E) fees associated with a demand for arbitration included in a mass filing, including those owed by clinova.solutions and claimants, will only become due once that demand is assigned to a batch designated for filing, processing, and adjudication; and
(F) this staged process of batch proceedings will continue, with each batch including up to 100 demands, until every demand (including your demand) has been adjudicated or otherwise resolved.

If your arbitration demand is part of a mass filing, the statute of limitations applicable to your claims will remain tolled until your demand is decided, withdrawn, or settled.

 

Arbitrator selection for each batch will be conducted, to the greatest extent possible, in accordance with the applicable NAM rules and procedures. selection is also subject to any rights to strike an arbitrator provided under applicable state law, if those rights exceed what is provided in the NAM rules. the arbitrator will determine the location where the proceedings will be conducted.

You agree to cooperate in good faith with clinova.solutions and the arbitration provider to implement the “batch approach” (or a similar process) to ensure efficient resolution of claims, including the use of combined reduced fees as set by NAM in its discretion for each batch of claims. the parties further agree to cooperate with one another, as well as with the arbitration provider and/or arbitrator, to establish any additional processes or procedures that the arbitrator or provider believes will facilitate efficient resolution. for example, if the number of cases filed makes batches of 100 too small to resolve claims promptly, NAM may increase or decrease the batch size or transfer a case between batches at the discretion of the NAM procedural arbitrator.

Any disagreements between the parties as to whether this provision applies, or regarding the process or procedure for batching, will be resolved by a NAM procedural arbitrator.

This “batch arbitration” provision shall not be interpreted as increasing the number of claims required to trigger the applicability of NAM’s mass filing supplemental dispute resolution rules and procedures, nor shall it be construed as authorizing class arbitration of any kind.

 

(vi) no class or consolidated arbitration absent written consent

Unless clinova.solutions expressly agrees in writing on a case-by-case basis, clinova.solutions does not consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as specifically provided in section 17.2(c) and this section 17.2(e)(vi).

(vii) arbitration award

The arbitrator will issue an award within the timeframe specified under the applicable NAM rules and procedures. the arbitrator’s decision will include the essential findings and conclusions on which the award is based. judgment on the arbitration award may be entered in any court with proper jurisdiction.

The arbitrator has authority to award monetary damages on an individual basis and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this arbitration agreement. all damages and relief awarded must be consistent with section 17.2(c) above and with the “limitation of liability” section of these terms of use, including the types and amounts of damages or relief for which a party may be held liable.

No arbitration award or decision will have preclusive effect with respect to issues or claims in any dispute involving someone who is not a named party to the arbitration. attorneys’ fees may be awarded to the prevailing party only if authorized under the substantive law governing the claims in the arbitration.

 

17.3 exceptions to arbitration

Notwithstanding the parties’ agreement to resolve disputes through binding arbitration as set forth in section 17.2:

 

17.3 exceptions to arbitration

(a) intellectual property disputes
Claims of infringement or misappropriation of patents, copyrights, trademarks, or trade secrets brought by either party shall be resolved exclusively in the state or federal courts located in Travis County, Texas.

(b) small claims court and statutes of limitation
Either party may elect to have disputes or claims resolved in small claims court, provided the dispute or claim falls within the jurisdiction of that court, regardless of the forum initially chosen by the filing party.

Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction to determine whether a claim is time-barred or whether it may properly be brought in small claims court. Seeking such relief does not waive either party’s right to arbitration under this agreement. any arbitration related to such an action will automatically be stayed (and any applicable statute of limitations tolled) until the action is resolved.

(c) jurisdiction / service of process

For any dispute not subject to arbitration under this section 19, you and clinova.solutions agree to submit to the personal and exclusive jurisdiction of, and venue in, the state and federal courts located in Travis County, Texas. you further agree to accept service of process by U.S. mail or certified mail and waive any jurisdictional or venue defenses that may otherwise be available.

 

17.4 thirty-day right to opt out

You have the right to opt out of, and not be bound by, the arbitration and class action waiver provisions described above by sending a written notice, signed by you, of your decision to opt out to the following email address: adam@clinova.solutions. this notice must be sent within 30 days of (a) August 2, 2025, or (b) your first use of the services. If you do not send notice within this timeframe, you will be bound to arbitrate disputes in accordance with section 17.2. if you opt out of the arbitration provisions, clinova.solutions will also not be bound by them.

If you opt out of this arbitration agreement, you may exercise your right to a trial by jury or judge, as permitted under applicable law. any prior arbitration agreement will not apply to claims not yet filed at the time of your opt-out.

If clinova.solutions makes changes to this dispute resolution section after the date you first accepted these terms (or any subsequent changes to them), your continued use of the services for 30 days after such change will be deemed acceptance of those changes. if you do not agree to the changes, you may opt out of the arbitration provisions by providing notice as described in this section 17.4.

opt-outs carried forward
clinova.solutions will continue to honor any valid opt-outs if you opted out of arbitration under a prior version of these terms, provided the opt-out was submitted in compliance with the requirements of that version. if you do not timely opt out of this arbitration agreement, your inaction will constitute mutual acceptance of these “dispute resolution” provisions by you and clinova.solutions.

 

17.4 changes to this section

clinova.solutions will provide 30 days’ advance notice of any material changes to this section 17. such changes will take effect on the 30th day after notice is provided and will apply to all claims not yet filed as of that date. if you continue to use the services after the 30-day period, you agree that any unfiled claims of which clinova.solutions does not have actual notice will be governed by the revised provisions.

18. Communications: Text Message and Email

By opting in to receive text (SMS) messages from clinova.solutions, or by sending an initial text message to clinova.solutions (an “SMS enrollment”), you consent to receiving text messages related to your account and use of the services. these may include order confirmations, shipping notifications, messages from your healthcare provider, and other transactional communications, as well as promotional and marketing notifications if you have separately opted in to receive them.

By completing an SMS enrollment, you represent and acknowledge that:

1. you are the owner or authorized user of the mobile device used to initiate the enrollment;
    

2. you are authorized to approve any applicable charges in connection with text messages sent to or received from clinova.solutions;
    

3. you are responsible for all messaging and data charges that may apply to such text messages; and
    

4. neither clinova.solutions, nor your or our mobile carriers, will be liable for delayed or undelivered messages.
    

Your access to the services is not conditioned on your consent to receive marketing or promotional text messages. you may opt out of any clinova.solutions SMS service at any time by replying “STOP” from the subscribed mobile device. after you send “STOP,” we may send you one final message to confirm your unsubscription. if you have opted in to multiple clinova.solutions SMS services, you must opt out of each service individually to stop receiving those specific messages.

Please note that while clinova.solutions takes privacy and the security of your health and other sensitive information seriously, the transmission of information over the internet and mobile networks is not 100% secure. text messages and emails sent to or received from clinova.solutions are not encrypted and may be intercepted by third parties. if you choose to send or receive health-related or other sensitive information by text message or email, you do so at your own risk. by initiating an SMS enrollment, you consent to sending and receiving unencrypted text messages with clinova.solutions. similarly, by emailing clinova.solutions or providing your email, you consent to receiving unencrypted email messages from us.

If you experience issues with clinova.solutions text messaging or email services, or if you have concerns about transmitting sensitive information by these methods, please contact us at info@clinova.solutions. for questions about your specific text or data plan, please contact your wireless provider.

19. Miscellaneous Terms

no waiver
No waiver by clinova.solutions of any term or condition set forth in these terms of use shall be deemed a further or continuing waiver of such term or condition, or a waiver of any other term or condition. any failure by clinova.solutions to assert a right or provision under these terms shall not constitute a waiver of such right or provision.

no agency relationship
Neither these terms of use, nor any service content, materials, or features of the services create any partnership, joint venture, employment, or agency relationship between you and clinova.solutions. you may not enter into contracts on behalf of clinova.solutions or bind us in any way.

remedies
You agree that any violation, or threatened violation, of these terms of use by you constitutes an unlawful and unfair business practice that will cause irreparable and unquantifiable harm to clinova.solutions. you further agree that monetary damages would be inadequate to address such harm and consent to clinova.solutions obtaining any injunctive or equitable relief deemed necessary or appropriate. these remedies are in addition to any other remedies available at law or in equity.

assignment
You may not assign any of your rights or obligations under these terms of use, and any such attempted assignment shall be null and void. clinova.solutions and its affiliates may, in their sole discretion, transfer without further consent or notice all contractual rights and obligations under these terms in the event that some or all of the business of clinova.solutions is transferred to another entity by way of merger, sale of assets, or otherwise.

notice for california users
If you are a California resident, you hereby waive 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.” This release expressly includes claims arising from the criminal acts of others.

headings
The section headings used in these terms are for convenience only and shall not be deemed to limit or affect any provision.

entire agreement
These terms of use constitute the entire agreement between you and clinova.solutions relating to the subject matter herein and supersede all prior communications, representations, understandings, and agreements, whether oral or written, between the parties with respect to such subject matter, except for any additional agreements you may have entered into with clinova.solutions.

20. Contact Us

If you have any questions about these Terms of Use, please contact us at:

RxBeta Inc. Email: jasmine@clinova.solutions or adam@clinova.solutions 

21. Open Payments Database

For informational purposes only, we provide the following link to the federal Centers for Medicare & Medicaid Services (CMS) Open Payments webpage. under the federal Physician Payments Sunshine Act, manufacturers of drugs, medical devices, and biologics are required to publicly report detailed information about payments and other transfers of value worth more than ten dollars ($10) made to physicians and teaching hospitals.

You may search this federal database for such payments by visiting: https://openpaymentsdata.cms.gov/