These terms and conditions of use (the “Terms”) govern your use of Metabolik Health, LLC’s website, programs and related services (collectively, the “Site”), any content included thereon, and access and use of any products or services made available through the Site (collectively, with the Site, the “Services”). Please read these Terms carefully before using the Services. The Platform is owned or controlled by Metabolik Health, LLC and/or its affiliates (the “Company”).
By accessing the Services in any way, including, without limitation, browsing the Site, clicking “I agree” or any other acceptance protocol, using any information, and/or submitting information to Company, you agree to and are bound by the terms, conditions, policies and notices contained in the Terms. From time to time we may update the Services and these Terms. Your use of the Services after we post any changes to these Terms constitutes your agreement to those changes. The Services are offered and available to users who are at least 18 years or older (or over the legal age of majority in your jurisdiction). Certain of our Services are currently only available to individuals located in certain states. You will be provided with notice of such limitations on availability of certain Services in your location when using those parts of the Services. By using the Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.
NOT FOR EMERGENCIES
DO NOT USE THE SERVICES FOR MEDICAL EMERGENCIES. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, PLEASE GO TO THE NEAREST EMERGENCY DEPARTMENT OR CALL 911. DO NOT DISREGARD OR DELAY SEEKING MEDICAL ADVICE BECAUSE OF CONTENT YOU HAVE READ ON THE PLATFORM OR OBTAINED THROUGH OUR SERVICES. THE SERVICES ARE NOT APPROPRIATE FOR ALL MEDICAL CONCERNS OR CONDITIONS.
BINDING ARBITRATION
These Terms provide that all disputes, controversies, or claims arising between or among you, Company and Company’s affiliates and/or subsidiaries will be resolved by BINDING AND FINAL ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights (except for matters that may be taken to small claims court or as it relates to provisional or injunctive relief). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Arbitration Agreement for the details regarding your agreement to arbitrate any and all disputes with Company and Company’s affiliates and/or subsidiaries.
Your Relationship to Us
We make available to individuals who register as users of the Service certain products and/or services sold or offered by Company or by third party medical providers, pharmacies, labs, or other vendors. You agree and understand that your prescriptions may be filled by and transferred between pharmacies and the Services may do so on your behalf. We may also provide you with access to our affiliated medical group (“Medical Group”), which employs or contracts with physicians and other health professions who offer healthcare services. By accepting these Terms, you acknowledge and agree that any services you receive from medical groups or providers through the Site are also subject to these Terms, and that these parties are third party beneficiaries of these Terms.
No Medical Services or Advice
Company does not provide medical or health care services. Company is not a health care provider. You acknowledge and agree that by using the Services, you are not entering into provider-patient relationship with Company. By using the Services, however, you may be able to connect with a provider that is contracted with Company and enter into a provider-patient relationship with such provider. COMPANY, ITSELF, DOES NOT PROVIDE MEDICAL OR HEALTH ADVICE, CARE, DIAGNOSIS, OR TREATMENT. NOTHING STATED OR POSTED ON THE SITE OR PROVIDED THROUGH THE SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE.
YOU ACKNOWLEDGE AND AGREE THAT COMPANY MAY CONNECT YOU TO ONE OR MORE HEALTH CARE PROFESSIONALS THAT ARE EMPLOYED OR CONTRACTED WITH MEDICAL GROUP (EACH A “PROVIDER”) TO PROVIDE YOU WITH PROFESSIONAL SERVICES. FOR CLARITY, ANY PATIENT-PROVIDER RELATIONSHIP BETWEEN YOU AND ANY PROVIDER WILL BE ESTABLISHED SEPARATELY AND DIRECTLY WITH SUCH PROVIDER. COMPANY IS NOT A PARTY TO ANY SUCH RELATIONSHIPS AND EACH PROVIDER IS SOLELY RESPONSIBLE FOR THE DELIVERY OF ANY OPINIONS YOU RECEIVE THROUGH YOUR ACCESS TO AND USE OF THE SERVICES.
Financial Responsibility for Services
Neither Company nor Medical Group are enrolled with or participating providers with, any federal or state healthcare programs (i.e., Medicare, Medicaid) for the provision of any health care or mental health services or supplies. Neither you nor the Company or Medical Group may receive payment from such programs for the services or products provided to you by Company. Further, to the extent that any of the labs, 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 Service, you are specifically choosing to obtain products and services on a cash basis outside of any federal or state healthcare program. Thus, you are solely responsible for the costs of any service or product provided to you.
By agreeing to use the Service, you acknowledge and agree that (a) you are explicitly choosing to obtain products and services on a cash basis outside of any federal or state healthcare program and you have sole financial responsibility for all services or products provided to you by or through the Service; and (b) neither you nor Company, Medical Group, the labs, pharmacies, medical groups, or providers will submit a claim for reimbursement to any federal or state healthcare program for the costs of the services and products provided to you through the Service.
Consent to Use of Telehealth Services
Telehealth involves the delivery of health care services using electronic communications, information technology or other means between a healthcare provider or mental health professional and a patient who are not in the same physical location. 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. Telehealth services are not a substitute for in-person care in all cases. In order to use the Service, you will be required to review and agree to an informed consent regarding the use of telehealth (the “Patient Consent”) that will be provided to you via the Service. You agree that Company is a third party beneficiary of the Patient Consent and has the right to enforce it against you.
Privacy
Please also consult our Privacy Policy for a description of our privacy practices and policies. Our Privacy Policy is a part of these Terms and you agree to our use and sharing of the information we collect about you as described in here and in our Privacy Policy. Medical Group and Company are regulated by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations and amendments (collectively, “HIPAA”). Please see the Notice of Privacy Practice for information about Medical Group’s HIPAA privacy practices.
Membership Products and Services
In order to use some of our Services, you may be required to purchase a membership. For membership-based products and/or services, you will be automatically charged at regular intervals as described in the Membership Terms and Conditions as described below. We may, but are not required to, perform outreach to you from time to time via the Service to request updates to your information and to facilitate ongoing memberships. You may cancel a membership at any time by emailing info@metabolikhealth.com and directly requesting a cancellation, or by calling 551-229-5083 to cancel, or through your online account. We do not offer refunds for partially used membership periods, although we may provide refunds on a case-by-case basis in our sole and absolute discretion. We may also offer you the ability to pause your membership for a specified period of time. If you do not cancel before the end of the pause period, charging to your payment device will resume automatically. We may change our membership plans and prices from time to time; however, we will provide you advance notice of any price changes or changes to your membership plans. If you do not wish to accept such changes, you may cancel your membership.
Accounts; Passwords
If access to a particular feature or service on the Site or to the Services requires you to open an account, you must complete the specified registration process by providing us with current, complete, and accurate information as requested by the applicable online registration form. It is your responsibility to maintain the currency, completeness, and accuracy of your registration data and any loss caused by your failure to do so is your responsibility. After you have fully completed the registration form, you may be asked to choose a password and a user name. It is entirely your responsibility to maintain the confidentiality of your password and account. Additionally, you are entirely responsible for any and all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate any user ID, password, or other information which provides you access to the Services. Company is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge.
Use and Ownership of the Service
The Service and any content on the Site that is provided by Company or its licensors, including certain graphics, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, product and program names, slogans, and the compilation of the foregoing ("Company Content") is the property of Company and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws.
You agree not to download, display or use any Company Content accompanying the Service for use in any publications, in public performances, on websites other than the Site for any other commercial purpose, in connection with products or services that are not those of Company, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Company and/or its licensors, that dilutes the strength of Company’s or its licensor's property, or that otherwise infringes Company’s or its licensors’ intellectual property rights. You further agree to in no other way misuse any Company Content or third party Content that appears through the Service.
Service Access and Restrictions
The following requirements apply to your use of the Service: (a) you will not use any electronic communication feature of the Service for any purpose that is unlawful, tortious, abusive, intrusive on another's privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the Service for any commercial purpose not expressly approved by Company in writing; (e) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.
You may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Service, deep-link to any feature or content on the Service, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
Violations of system or network security may result in civil or criminal liability. Company will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activity being conducted on the Service.
Third-Party Goods and Services
Certain products and services, including laboratory product services and prescriptions, which may be available through the Services, require a valid prescription by a licensed healthcare provider. You will not be able to obtain a prescription unless you have completed a consultation with one of the Providers, the Provider has determined the prescription is appropriate for you and the Provider has written a prescription. Your use of any third party goods and services and any interactions with third parties, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such use or interactions, are solely between you and such third parties.
Third Party Websites
This Site may hyperlink to sites not maintained by or related to Company. Hyperlinks are provided as a service to users and are not sponsored by or affiliated with this Site or Company, and Company makes no representations or warranties about the content, completeness, or accuracy of those third party sites. Information you submit at a third party site accessible from this Site is subject to the terms of that site's privacy policy, and Company has no control over how your information is collected, used, or otherwise handled.
Accuracy
Although we intend to provide accurate and timely information on the Site, the Service (including, without limitation, the Company Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. The information published on the Site is provided as a convenience to our customers and is provided for informational or transactional purposes only. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and Services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained in the Site are your sole responsibility and we shall have no liability for such decisions.
Disclaimer of Warranties
THE SERVICE IS PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO THE SERVICE OR ANY INFORMATION OR SOFTWARE THEREIN. Company makes no representations about the reliability of the features of the Service, the Company Content, or any other Service feature, and disclaims all liability in the event of any service failure. You acknowledge that any reliance on such material or systems will be at your own risk. Company makes no representations regarding the amount of time that any Company Content will be preserved.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE, SITE-RELATED SERVICES, AND LINKED WEBSITES. COMPANY DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.
WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD AND DISTRIBUTED BY COMPANY ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THIS SITE, NOR SHALL COMPANY BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND COMPANY’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE SERVICE’S RECORDS, PROGRAMS, OR SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL COMPANY OR ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DAMAGE OF ANY KIND THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Export Policy and Restrictions
You acknowledge that the products and Company Content which are sold or licensed on the Service, which may include technology and software, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. By purchasing, downloading or using technology or software from the Service, you agree to abide by the applicable laws, rules and regulations - including, but not limited to the Export Administration Act and the Arms Export Control Act - and you represent and warrant that you will not transfer, by electronic transmission or otherwise, the software or technology to a foreign national or a foreign destination in violation of the law. By purchasing any products, you agree that you will not use any products, or provide products to any person, who is forbidden from receiving the product under the Export Administration Regulations or any economic sanctions are maintained by the U.S. Department of Treasury. U.S. antiboycott regulations, or U.S. economic sanctions, including the export and antiboycott restrictions found in the Export Administration Regulations or the sanctions regulations administered by the U.S. Office of Foreign Assets Control. You shall indemnify and hold harmless Company from all claims, demands, damages, costs, fines, penalties, attorneys’ fees and all other expenses arising from your failure to comply with this provision and/or applicable export control, antiboycott, or economic sanctions laws and regulations.
Governing Law
These Terms will be governed by and construed in accordance with the internal laws of New York without regard to conflicts of laws principles. By using this site, you hereby agree that any and all disputes regarding these Terms will be subject to the courts located in New York, New York. You agree that, to the extent permitted by applicable law, any and all disputes, claims, and causes of action arising out of or connected with THE SERVICE and/or these Terms, will be resolved individually, without resort to any form of class action. These Terms operate to the fullest extent permissible by law.
Arbitration Agreement
Agreement to Arbitrate All Disputes. Except as it relates to qualifying small claims and injunctive relief as explained below, you agree that any and all disputes, controversies, or claims arising between you and Company (each a “Claim” and collectively “Claims”), including but not limited to Claims arising out of or relating to the Service, use of the Service, these Terms and/or the Privacy Policy, shall be settled by binding and final arbitration in accordance with the then prevailing Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”). The JAMS Rules and Procedures are available at https://www.jamsadr.com/ or by calling (800) 352-5267. The arbitration will be heard and determined by a single arbitrator, who shall be selected pursuant to the JAMS Rules and Procedures. The arbitrator’s decision, judgment, or award in any such arbitration will be final and binding upon the parties and may be entered and enforced in any court having jurisdiction thereof. The Federal Arbitration Act (“FAA”) and federal arbitration law apply to this agreement. The arbitrator shall apply New York law consistent with the FAA and applicable statutes of limitations, and shall honor all claims of privilege recognized at law. For the avoidance of doubt, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the arbitrability of any Claims, the scope, applicability, interpretation, and enforcement of this arbitration agreement, and the interpretation, applicability, enforcement, formation of these Terms and/or the Privacy Policy.
Small Claims and Injunctive Relief. This arbitration agreement does not preclude you from pursuing qualifying small claims in small claims court. If your Claims qualify for small claims court, you may still assert your Claims in small claims court so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. In addition, you and Company both retain the right to apply to any court of competent jurisdiction for provisional or injunctive relief, including for pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
Class Waiver. You may not act as a class representative or private attorney general or participate as a member of a class of claimants with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your individual Claims. The arbitrator may not consolidate or join the Claims of other persons or parties who may be similarly situated.
Arbitration Costs and Procedures. If you initiate arbitration against us, you will not be responsible for professional fees for the arbitrator’s services or any other JAMS fees. If you are able to demonstrate that the costs of arbitration will be cost-prohibitive as compared to the costs of litigation, Company will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being cost-prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate. Pursuant to the JAMS Rules and Procedures, the arbitration shall proceed in a location determined by the arbitrator (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by the parties.
Enforcement and Invalidity. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor Company shall be entitled to arbitrate their dispute.
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN THE JAMS RULES AND PROCEDURES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR COMPANY WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
Termination
Company may, in its sole discretion, and at any time, discontinue the Service or any part thereof, with or without notice, or may prevent your use of this Service with or without notice to you. You agree that you do not have any rights in the Service and that Company will have no liability to you if this Service is discontinued or your ability to access the Service is terminated.
Miscellaneous
Any other terms or consents made available through the Services are hereby incorporated by reference into these Terms. These Terms constitute a binding agreement between you and Company and is accepted by you upon your use of the Platform and/or Service or your account. These Terms constitute the entire agreement between you and Company regarding the use of the Service and your account. Both you and Company acknowledge and agree that no partnership is formed and neither of you nor Company has the power or the authority to obligate or bind the other. If Company fails to act with respect to your breach or anyone else's breach on any occasion, Company is not waiving its right to act with respect to future or similar breaches. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms of use and shall not affect the validity and enforceability of any remaining provisions. Company may assign this agreement, in whole or in part, at any time with or without notice to you. You may not assign this agreement, or any part of it, to any other person. Any attempt by you to do so is void.
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