Terms of Use

Date of Last Revision: May 20, 2026

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” and together with Website, the “Platform”). 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 (“Terms” or “Agreement”) 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 CLICKING “I AGREE,” CHECKING A RELATED BOX TO SIGNIFY YOUR ACCEPTANCE, USING ANY OTHER ACCEPTANCE PROTOCOL PRESENTED THROUGH THE SERVICE OR OTHERWISE AFFIRMATIVELY ACCEPTING THESE TERMS OF USE, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CREATE AN ACCOUNT OR USE THE SERVICE. YOU HEREBY GRANT AGENCY AUTHORITY TO ANY PARTY WHO CLICKS ON THE “I AGREE” BUTTON OR OTHERWISE INDICATES ACCEPTANCE TO THESE TERMS AND CONDITIONS ON YOUR BEHALF.

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

WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS: WHILE THERE ARE IMPORTANT POINTS THROUGHOUT THESE TERMS, PLEASE NOTE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS ON OUR LIABILITY ARE EXPLAINED IN THIS AGREEMENT IN SECTIONS 10 AND 11 BELOW.

IF YOU HAVE A MEDICAL EMERGENCY, SEEK IN-PERSON EMERGENCY CARE IMMEDIATELY OR DIAL 911. THE SERVICE IS NOT APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS. THIS AGREEMENT IS SUBJECT TO CHANGE AS PROVIDED HEREIN.

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

1. Services, Acceptance, Accessibility, Availability, and Eligibility

Acceptance of Terms of Use

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

Accessibility

Clinova.Solutions is committed to making its Website, Apps, digital services, and online content reasonably accessible to individuals with disabilities. We strive to provide a user experience that is accessible, inclusive, and consistent with applicable federal accessibility requirements and recognized accessibility practices.

Accessibility efforts. As part of our ongoing accessibility efforts, Clinova.Solutions endeavors to design, develop, maintain, and improve its website in substantial alignment with Americans with Disabilities Act Standards, as reasonably practicable. Accessibility is an ongoing process, and we may periodically review, test, update, and modify our Platform to improve accessibility. We do not represent or warrant that every feature, function, page, document, or item of content will be fully accessible at all times or free from accessibility barriers.

Feedback and assistance. If you experience difficulty accessing any part of our Platform, encounter an accessibility barrier, or need assistance using any Platform feature, please contact us by email at info@clinova.solutions.

When contacting us, please provide, if available: the web page or feature involved, the nature of the difficulty, the assistive technology or device you are using, and your preferred contact information. We will make reasonable efforts to respond within 10 business days and to address your concern or provide information in an alternative accessible format where reasonably practicable.

Alternative access and accommodations. If any content, feature, product, service, or transaction on the Platform is not accessible to you, Clinova.Solutions will make reasonable efforts to provide the relevant information, functionality, or service through an alternative method or reasonable accommodation, where appropriate and feasible. Alternative methods may include assistance by email, telephone, accessible electronic format, or another reasonable means determined based on the circumstances.

Third-party content and services. Our Platform may link to, embed, display, or otherwise make available content, tools, applications, plug-ins, platforms, or services operated or provided by third parties. Clinova.Solutions does not control all third-party content or services and cannot guarantee their accessibility. However, we welcome feedback regarding accessibility barriers involving third-party content made available through our Platform and will consider reasonable steps available to us to address or mitigate the issue.

No waiver or limitation of rights. Nothing in these Terms of Use is intended to limit, waive, or restrict any rights that you may have under applicable law, including rights relating to accessibility or reasonable accommodations. This accessibility language is intended to describe Clinova.Solution’s accessibility-related practices and does not create a separate contractual warranty, guarantee, or representation of uninterrupted or error-free accessibility.

Availability

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

By visiting, accessing, registering with or using the Service, you are (a) representing and warranting to us that when you use the Service, you are located in the same state as the shipping address you provide in your account at the time that you conduct such consultation; (b) agreeing to comply with all applicable laws in visiting, accessing, registering with our using the service; and ce) agreeing that you will only use the Service for lawful purposes. Our Service is subject to state regulations and may change from time to time due to changes in applicable regulatory requirements.

Overview of the Services

The Services provided by Clinova.Solutions may include:

Delivering individuals information on health care and wellness;

Providing access to pharmacy services;

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

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

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

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

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.

Eligibility

Our Services are intended for use only by individuals who are 12 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.

If you are under the age of 18 or the age of majority in the state in which you live, these Terms of Use shall be read to equally apply to your parent or legal guardian. If you turn 18, or the age of majority in the state in which you reside, while using the Services, you may need to re-agree to 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. Telehealth 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. While the provision of health care services using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth. The telehealth services are not a substitute for in-person care in all cases. In order to use the Service, you will be required to review and agree to an informed consent regarding the use of telehealth (the “Consent to Telehealth”) that will be provided to you via the Service. You agree that Clinova.Solutions is a third party beneficiary of the Consent to Telehealth and has the right to enforce it against you. In your use of telehealth services, it is your responsibility to immediately seek in-person care if a health care provider recommends that you seek emergency 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 https://www.clinova.solutions/terms-conditions, 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.

Bladder Instillation Therapy Consent

Certain Services may include coordination, education, prescribing, or clinical support related to bladder instillation therapy, including at-home bladder instillation when determined appropriate by a licensed health care provider.

Bladder instillation therapy involves placing medication or solution directly into the bladder through a catheter. You understand and acknowledge that medications used in bladder installation therapy may be prescribed for uses, combinations, or routes of administration that are not specifically approved by the U.S. Food and Drug Administration (“FDA”) for your particular condition or use (commonly referred to as “off-label” use). Such use is a medically accepted practice and is based on the clinical judgment of your treating provider.

This therapy may be used for certain urologic or bladder-related conditions as determined by your treating provider. You understand that bladder instillation therapy may not be appropriate for all patients and that the decision to prescribe or recommend this therapy is made solely by your licensed health care provider based on your medical history, symptoms, risks, and clinical needs.

By using the Services for bladder instillation therapy, you acknowledge and agree that:

You have been informed of the potential risks, benefits, and alternatives to bladder instillation therapy, including the option of no treatment.
Potential risks may include discomfort, urethral irritation, bladder pain or cramping, bleeding, urinary tract infection, allergic reaction, difficulty catheterizing, worsening symptoms, inability to complete treatment, or the need for in-person or emergency medical care.
At-home bladder installation requires careful adherence to provider instructions, use of sterile or clean technique as directed, proper handling of medications and supplies, and safe disposal of materials.
You are responsible for following all written and verbal instructions provided by your health care provider, pharmacy, laboratory, or Clinova.Solutions care team.
You should not perform bladder installation therapy if you are unsure how to proceed or if you experience severe pain, fever, chills, significant bleeding, inability to urinate, signs of infection, or any other concerning symptoms. In such cases, you should contact your provider or seek urgent or emergency medical care.
You understand that bladder instillation therapy does not guarantee symptom improvement or cure and may require follow-up care, medication adjustments, in-person evaluation, laboratory testing, or referral to a specialist.
You consent to receive education, instructions, communications, and documentation related to bladder instillation therapy electronically through the Services, email, text message, or other communication methods you have authorized.

In the event of an emergency, please see appropriate in-person medical care immediately.

Self-Catheterization and Patient Responsibility

You understand and acknowledge that bladder instillation therapy performed at home may require self-catheterization.

By proceeding, you represent and agree that:

You have received, or will receive, appropriate instruction from a qualified health care provider on proper catheterization technique prior to performing any at-home procedure.
You feel comfortable performing self-catheterization or have access to a trained individual who can assist you, if appropriate.
You understand that improper catheterization technique may increase the risk of pain, urethral trauma, infection, bleeding, or other complications.
You agree to use appropriate hygiene and technique as instructed and to discontinue use and seek medical guidance if you are unable to safely perform the procedure.

In the event of an emergency, please see appropriate in-person medical care immediately.

Medication Handling, Storage, and Sterility

You understand and acknowledge that proper handling, storage, and administration of medications and supplies are critical to safety.

You agree that:

You will follow all instructions provided by your provider and/or pharmacy regarding storage conditions, including temperature requirements, expiration dates, and handling procedures.
Once medications or supplies are opened, handled, or removed from their original packaging, sterility cannot be guaranteed, and improper handling may increase the risk of contamination or infection.
You are responsible for maintaining a clean environment and using proper technique during preparation and administration.

Clinova.Solutions and its affiliated providers are not responsible for complications arising from improper storage, handling, preparation, or administration performed outside of a clinical setting.

Shipping, Delivery, and Product Integrity

You understand and acknowledge that medications and supplies may be shipped to you by third-party pharmacies or vendors.

You agree that:

Clinova.Solutions does not control shipping carriers, delivery timing, or environmental conditions during transit (including temperature fluctuations).
Certain medications may be sensitive to temperature, light, or handling conditions, and exposure to improper conditions during shipping or after delivery may affect medication integrity, safety, or effectiveness.
You are responsible for promptly receiving, inspecting, and properly storing medications upon delivery, and for notifying the pharmacy of any concerns such as damage, delays, or suspected compromise.

Clinova.Solutions is not responsible for delays, damage, or loss occurring during shipping or after delivery.

Data Tracking and Monitoring Consent

Certain Services may allow you to subscribe to data tracking, symptom monitoring, laboratory trend review, biomarker tracking, care history organization, or other longitudinal health-related tracking tools.

By using these Services, you consent to Clinova.Solutions collecting, storing, processing, analyzing, displaying, and using the information you submit or authorize us to receive, including symptoms, health history, medication history, lab results, microbiome or sequencing data, biomarker trends, treatment responses, and related health information.

You understand and agree that:

The data tracking Services are intended to help organize and monitor health-related information over time.
Data tracking does not replace medical care, diagnosis, treatment, or clinical judgment by a licensed health care provider, and you should consult with your health care provider immediately to help you understand your health care data.
Trends, summaries, alerts, reports, or insights generated through the Services may be incomplete, inaccurate, delayed, or require provider interpretation.
You are responsible for sharing relevant information with your treating clinician and seeking medical care for new, worsening, urgent, or concerning symptoms.

For more information on how we use this data, please review our Privacy Policy.

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.

We do not control or interfere with the practice of medicine. By accepting this Agreement, you acknowledge and agree that Clinova.Solutions is not a healthcare provider and that by using the Service, you are not entering into a doctor-patient or other health care provider-patient relationship with Clinova.Solutions. By using the Service, you may, however, be entering into a doctor-patient or other health care provider-patient relationship with health care providers employed or contracted by affiliated physician practices. Further, we do not control or interfere with any professional service provided by providers or affiliated physician practices, each of which is solely responsible for their provision of professional services rendered via the Service.

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.

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

While you are not establishing a doctor-patient or other health care provider-patient relationship with Clinova.Solutions, by using the Service, you are establishing a direct customer relationship with Clinova.Solutions to use the Service, including the purchase of any non-prescription products or non-medical services sold directly to you by Clinova.Solutions via the Service. In connection with this relationship, you may provide to us, or cause to be provided to us on your behalf, personal information, including health information, that is subject to use by us in accordance with our Privacy Policy. Please refer to the Privacy section below for additional information.

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 (Clinova.Solutions does not dispense prescriptions), 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.

Non-FDA Approved Products and Supplements

Certain products available through our Services, including compounded medications and dietary supplements, have not been approved by the FDA. This means that: (a) the FDA has not evaluated these products for safety or efficacy for any specific use; (b) these products are not subject to the same manufacturing, labeling, or quality standards as FDA-approved drugs, (c) the FDA has not verified that these products will produce their intended effects, and (d) post-market surveillance requirements applicable to FDA-approved drugs may not apply to these products.

By using our Services and accepting any prescription or recommendation for a non-FDA approved product, compounded medication, or dietary supplement (“Non-FDA Approved Product”), you represent, warrant, and acknowledge that: (a) you have been informed of and understand the regulatory status of any Non-FDA Approved Product prescribed or recommended to you, (b) you have had the opportunity to ask questions of your health care provider that prescribed any of these Non-FDA Approved Products, and you have received satisfactory answers, (c) you voluntarily consent to the use of the Non-FDA Approved Product after being advised of the risks, benefits, and alternatives by your prescribing health care provider, (d) you will promptly inform your health care provider of all medications, supplements, and health conditions to allow for a complete risk assessment, (e) you will report any adverse effects or unexpected reactions to your health care provider and, where appropriate, to the FDA through MedWatch (1-800-FDA-1088 or www.fda.gov/medwatch); (f) you understand that your health care provider may modify, discontinue, or change your treatment at any time based on your clinical judgment, and (g) you are not relying solely on our Services for medical advice and will seek emergency care if needed.

A separate informed consent document may be required prior to receiving certain Non-FDA Approved Products. Electronic acceptance of such consent forms constitutes a legally binding agreement to the same extent as a physical signature.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY ASSUME ALL RISKS ASSOCIATED WITH THE USE OF NON-FDA APPROVED PRODUCTS, COMPOUNDED MEDICATIONS, AND DIETARY SUPPLEMENTS, INCLUDING BUT NOT LIMITED TO, ADVERSE REACTIONS, SIDE EFFECTS OR HEALTH COMPLICATIONS THAT MIGHT RESULT FROM THE USE OF SUCH PRODUCTS; LACK OF EFFICACY OR FAILURE TO ACHIEVE DESIRED CLINICAL OUTCOMES; VARIATIONS IN PRODUCT QUALITY, POTENCY, OR PURITY; INTERACTIONS WITH OTHER MEDICATIONS, SUPPLEMENTS, OR HEALTH CONDITIONS; RISKS NOT YET IDENTIFIED DUE TO LIMITED CLINICAL STUDY OF THE PRODUCT OR THE PRESCRIBED USE; AND REGULATORY CHANGES THAT MAY AFFECT THE AVAILABILITY OR LEGALITY OF CERTAIN PRODUCTS.

CLINOVA.SOLUTIONS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING NON-FDA APPROVED PRODUCTS, COMPOUNDED MEDICATIONS, OR DIETARY SUPPLEMENTS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CLINOVA.SOLUTIONS DOES NOT WARRANT THAT ANY PRODUCT WILL BE SAFE, EFFECTIVE, OR FREE FROM ADVERSE EFFECTS FOR YOUR PARTICULAR CONDITION; ANY PRODUCT MEETS THE STANDARDS OF ANY REGULATORY BODY, INCLUDING THE FDA; ANY CLINICAL OUTCOME WILL BE ACHIEVED THROUGH THE USE OF SUCH PRODUCTS; AND INFORMATION PROVIDED ON OUR PLATFORM REGARDING SUCH PRODUCTS IS COMPLETE, CURRENT, OR ERROR-FREE.

Nothing in these Terms of Use shall limit the liability of a health care provider for professional negligence under applicable state law.

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 does not itself supply any at-home testing services. 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 via a third-party logistics provider, such as FedEx or UPS. 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. In addition, some of our shipments (including prescriptions and at-home testing services) may include items that are packaged on ice, and you acknowledge that it is your responsibility to follow all packing and/or manufacturer instructions regarding the collection, safekeeping, and storage of these shipments. Please see the Shipping, Delivery, and Product Integrity section of these Terms of Use for more information.

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. Further, to the extent that any of the pharmacies, or providers may be enrolled in federal or state healthcare programs, the means through which the services and products are provided or made accessible through the Service typically precludes such services and products from being covered benefits under these programs. By choosing to use the Services, you are specifically choosing to obtain products and services on a cash-pay basis outside of any commercial health insurance plan or federal or state health care program, and you are solely responsible for the costs of any services or products provided to you through the Services. Thus, you are solely responsible for the costs of any service or product provided to you.

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

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;
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
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.

Certain products or services offered through our platform may be eligible for purchase or reimbursement through Flexible Spending Accounts (FSA) or Health Savings Accounts (HSA). However, eligibility is not guaranteed. It is your responsibility to confirm whether any purchase qualifies for FSA/HSA reimbursement under applicable laws and with your specific plan administrator. Clinova.Solutions makes no representation, warranty, or guarantee that any particular product or service is or will remain FSA/HSA-eligible. You are solely responsible for ensuring compliance with your plan requirements and for retaining appropriate documentation for tax or reimbursement purposes.

4. Registration & Account

Though 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 legal@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.

You must exercise caution, good sense, and sound judgment in using the Service. You are prohibited from violating, or attempting to violate, the security of the Service. Any such violations may result in criminal and/or civil penalties against you. Clinova.Solutions may investigate any alleged or suspected violations and if a criminal violation is suspected, Clinova.Solutions may cooperate with law enforcement agencies in their investigations.

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:

To comply with legal process;

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

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

To respond to your customer service requests; or

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:

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

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

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.

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

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.

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

In addition, in connection with your use of the Service, you agree you will not: (a) upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic, or that may invade another’s right of privacy or publicity; (b) create a false identity or duplicative accounts for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Clinova.Solutions representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (c) upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements); (d) upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, spyware or any other similar software or programs that may damage the operation of another’s computer or property of another; (e) delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature; (f) use the Service’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text); (g) upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing” or any other form of solicitation, commercial or otherwise; (h) violate any applicable local, state, national or international law; (i) upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party; (j) delete or revise any material posted by any other person or entity; (k) manipulate or otherwise display the Service by using framing, mirroring or similar navigational technology; (l) probe, scan, test the vulnerability of or breach the authentication measures of, the Service or any related networks or systems; (m) register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services or any contests, promotions or sweepstakes if you are not expressly authorized by such party to do so; (n) harvest or otherwise collect information about others, including email addresses; (o) use any robot, spider, scraper, or other automated or manual means to access the Service, or copy, download, distribute or reproduce any content or information on the Service; or (p) assist or permit any person in engaging in any of these activities.

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

Except as may be provided in the Privacy Policy or prohibited by applicable law, Clinova.Solutions reserves the right, at all times, to disclose any information as Clinova.Solutions deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Clinova.Solutions’ sole discretion.

10. Disclaimer of Warranties

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

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.

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 losses, 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

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

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

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

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 (the “Clinova.Solutions Parties”) 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. We reserve the right to control the defense of any claim by a third party for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us.

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 Service. 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 Third-Party Service.

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.”

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.

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 of Use 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

YOU AND WE EXPRESSLY AGREE THAT ANY LEGAL CLAIM, DISPUTE OR OTHER CONTROVERSY BETWEEN YOU AND US OR ANY OF THE CLINOVA.SOLUTIONS PARTIES, ANY AFFILIATED PHYSICIAN PRACTICES, HEALTH CARE PROVIDERS, OR PHARMACIES ARISING OUT OF OR OTHERWISE RELATING IN ANY WAY TO THE CLINOVA.SOLUTIONS PARTIES, THE PLATFORM, THE SERVICE CONTENT OR THE SERVICE, OR ANY OTHER GOODS, SERVICES OR ADVERTISING BY CLINOVA.SOLUTIONS OR ANY OF THE CLINOVA.SOLUTIONS PARTIES, PHARMACIES, AFFILIATED PHYSICIAN PRACTICES, OR HEALTH CARE PROVIDERS, INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THIS AGREEMENT (COLLECTIVELY, “DISPUTES”), THAT IS NOT RESOLVED BY AN INFORMAL DISPUTE RESOLUTION CONFERENCE (AS DEFINED AND DESCRIBED BELOW), SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE COMMERCIAL ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), RATHER THAN IN A COURT, AS DESCRIBED HEREIN. THE ARBITRATION WILL BE GOVERNED BY THE AAA’S CONSUMER ARBITRATION RULES AND, IF THE ARBITRATOR DEEMS THEM APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (COLLECTIVELY, “RULES AND PROCEDURES”). YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN. FOR PURPOSES OF THIS ARBITRATION AGREEMENT, “DISPUTE” WILL ALSO INCLUDE DISPUTES THAT AROSE OR INVOLVE FACTS OCCURRING BEFORE THE EXISTENCE OF THIS OR ANY PRIOR 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. You and we therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing 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 by the parties. Notice to us that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to adam@clinova.solutions. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (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 more informal 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.

Payment of arbitration costs will be governed by the AAA’s fee schedule. Each party agrees to pay its own attorneys’ fees and expenses unless there is a governing statutory provision that requires the prevailing party to be paid attorneys’ fees and expenses.

The arbitration shall be conducted in Texas, except that, in the event Texas 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 award 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 involving 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 Clinova.Solutions Party agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court in Texas, 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 decides 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 Texas, 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 Texas 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 increase 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 can 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 Clinova.Solutions or any of the Clinova.Solutions Parties, affiliated physician practices, health care providers, 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: legal@clinova.solutions, 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 Clinova.Solutions Parties.

Before you commence 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 commence 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 adam@clinova.solutions, 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 legal@clinova.solutions, ATTN: Arbitration Opt-Out within 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 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 (or accepted any subsequent changes to these Terms) 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.

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.

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:

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

you are authorized to approve any applicable charges in connection with text messages sent to or received from Clinova.Solutions;

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

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.

When you do communicate with us or when we communicate with you on behalf of third-parties, some of our photos are generated by artificial intelligence and are not accurate representations of the individuals with whom you are communicating.

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.

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 legal@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/