Terms of Service

Introduction

These terms and conditions of service ("Terms of Service") describe your rights and responsibilities with regard to your use of the website at http://www.answersmd.com (the "Site") owned and controlled by AnswersMD Holdings, LLC and/or its affiliates ("we," "us," and "our"), as well as the concierge medical services ("Services") by licensed physicians available to users through the Site. The terms "you" and "your" means you and any other person accessing your account on the Site.

Your access to and use of the Site and receipt of Services is subject to your acceptance of, and compliance with, these Terms of Service and all applicable laws and regulations. By clicking "accept" you acknowledge that you have read, understand, and accept all terms and conditions contained in these Terms of Service, and our Privacy Policy at http://www.answersmd.com/privacy/. Even though you may have arrived at the Site through a website or mobile application operated or controlled by a third party, you understand and agree that these Terms of Service are entered into between you and us. If you do not accept and agree to be bound by these Terms of Service, you are not authorized to access or otherwise use the Site, Services or any information or content provided through the Site or Services.

The Site and Services are continually under development, and we reserve the right to review or remove any part of these Terms of Service in our sole discretion at any time and without prior notice to you. You should check the Terms of Service from time to time when you use the Site or Services to determine if any changes have been made. Any changes to these Terms of Service are effective upon posting to the Site. Unless otherwise indicated, any new Content added to the Services is also subject to these Terms of Service upon posting to the Site. If you disagree with these Terms of Service, your sole and exclusive remedy is to discontinue your use of the Site and/or Services. Your continued use after a change has been posted constitutes your acceptance of the changes.

Availability

Our Services are currently only available to individuals located in the state of Florida. We provide concierge medical services through licensed physicians and other licensed medical professionals (the "Providers"). The Services include:

• 24/7 Provider access via phone, text, and video
• Same day and next day appointments with our Providers
• Comprehensive annual executive physicals
• Preventive care and wellness planning

Eligibility

In order to qualify to use the Services, the following must be true:

• You must be 18 years or older to become a member.
• You are located in the State of Florida, the only state where we currently provide Services.
• Membership is subject to availability and physician acceptance.
• We maintain a limited number of memberships to ensure quality care.
• You agree to pay our annual membership fees, which fees are due upon enrollment.
• You agree that the fees you are charged are non-refundable, except as otherwise provided by applicable law, and you also agree that additional Services provided to you may incur separate charges.
• You agree to provide accurate and complete health information to our Providers.
• You agree to attend scheduled appointments or provide 24 hour advance notice for cancellations of appointments.
• You agree to treat our staff and Providers with respect.
• You agree to follow prescribed treatment plans and medical advice provided by our Providers.
• You agree to be legally bound by and comply with these Terms of Service.

You understand and agree that satisfying the above requirements does not guarantee that you will receive Services from us. In addition to the above requirements, we reserve the right to change or include new requirements as deemed appropriate in our sole discretion without providing prior notice to you.

Privacy Policy

We understand the importance of confidentiality and privacy regarding your health information. Please see our Privacy Policy available on the Site for a description of how we may collect and use your personal information. The Privacy Policy is hereby incorporated into these Terms of Service by reference and constitute a part of these Terms of Service.

Consultative Service

In some cases, one of our Providers may use the Site to provide medical advice or treatment to you. A Provider consulting with you through the Site may not have the benefit of information that would be obtained by examining you in person and observing your physical condition, in each instance. Therefore, the Provider may not be aware of facts or information that may affect his or her opinion regarding a potential diagnosis or treatment recommendation. To reduce the risk to you of this limitation, we strongly encourage you to provide all relevant information and discuss any and all diagnosis and treatment options with your Provider.

Moreover, a Provider utilizing the Site may be limited by state law in prescribing certain medications to you without first conducting an in-person physical examination. By deciding to engage with a Provider via the Site, you acknowledge and agree that you are aware of these limitations and agree to assume the risk of these limitations.

Furthermore, you agree and accept that: (i) any diagnosis you may receive from a Provider is limited and, in some cases, provisional; (ii) the health care services are not intended, in all cases, to replace a full medical evaluation or an in-person visit with a health care provider; (iii) a Provider acting through the Site may not have important information that is usually obtained through a "hands-on" physical examination; and (iv) the absence of a physical examination may affect the Provider's ability to diagnose any potential condition, disease or injury.

Prescriptions and Product Policy

If you receive a prescription as a result of the Services, you may select one of our partner pharmacies (collectively, the "Pharmacy Network") to ship your prescription. You give us consent to send and disclose to the Pharmacy Network all information provided by you, health care records, and other applicable health care information and personal information (such as your name, location and demographic information) so that you may receive pharmacy services.

Neither we nor our Providers endorse any specific medication, pharmacy, product, or device. If one of our Providers prescribes a medication or product, he or she must limit supply based on state regulations and will only prescribe a medication or product as determined in his or her own discretion and professional judgment. There is no guarantee that a prescription will be written. Our Providers reserve the right to deny care for actual or potential misuse of the Services.

You agree that any prescriptions that you acquire from our Providers will be solely for your personal use. You agree to fully and carefully read all provided product information and labels and to contact our Providers or your pharmacist if you have any questions regarding the prescription.

Payment

You agree to pay all fees due for services requested through the Site. You will see a prompt for your payment details, such as your credit card information. By entering your payment information and submitting your request, you authorize us, our affiliates, or our third-party payment processors to charge the amount due.

You understand and agree that you are responsible for all fees due to receive health care services and pharmacy services, including any fees charged by our Providers. Your payments to us may include fees charged by pharmacies for pharmacy services, which we collect on their behalf.

Any health care services or pharmacy services not made available through the Services are not included in the payments collected by us and you may be separately charged by the applicable Provider or Pharmacy Network for such services. In the event that your credit card expires or we, our affiliates, or our third-party payment processors are unable to process your payment, you may receive notice for you to provide an alternative payment method. We, our Providers, and our Pharmacy Networks have no obligation to provide any health care services or pharmacy services, as applicable, unless and until full payment has been received and/or verified.

Site Content

Except for specific communications received from our Providers, none of the content you receive through the Site should be considered medical advice.

Registration and User Accounts

Although certain parts of the Site are accessible by any individual, you are obligated to register with us as a member in order to access the Services. The Services are available only to members who have registered with us and to other persons affiliated with us who have been granted accounts with usernames and passwords ("Secure Users"). If you are a Secure User, you agree to provide information that is accurate, complete and correct, and to accurately maintain and update any information about yourself that you have provided to us. If you do not maintain such information, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and your use of the Services. You also agree to immediately notify us of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Services by emailing us at info@answersmd.com.

We may take any and all actions we deem necessary or reasonable to maintain the security of the Site, Services and your Secure User account.

You agree to keep confidential your username and password and to exit from your Secure User account at the end of each session. You are responsible for all activities that occur under your account and for maintaining the confidentiality of your password. You are responsible for changing your password promptly if you think it has been compromised. You may not transfer or share your password with anyone, or create more than one account. You may not use anyone else's account at any time. We explicitly disclaim liability for any and all losses and damages arising from your failure to comply with this section.

You acknowledge and agree that: (1) all or any part of the Site may not be accessible at any time, for any period, or for any reason; and (2) we will not be liable if for any reason all or any part of the Site are unavailable at any time or for any period.

Access Rights and Prohibited Use

Subject to your compliance with these Terms of Service, we hereby grant to you a personal, limited, revocable, non-exclusive, and nontransferable right to view, download, access, and use the Site in the United States and to use the Services solely for your personal and non-commercial use and only as permitted under these Terms of Service and the Privacy Policy. No other right, title, or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by us or our licensors. We reserve the right, in our sole discretion, to deny or suspend use of the Site or Services to anyone for any reason.

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

• Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity
• Use the Site or Services to violate any local, state, national or international law
• Reverse engineer, disassemble, decompile, or translate any software or other components of the Site
• Distribute, input, upload, transmit, or otherwise run or propagate any virus, application, Trojan horse, or any other harmful computer code that could damage or alter a computer, portable device, computer network, communication network, data, or our Site, or any other system, device, or property
• Access or use the Site in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party
• License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Site, Services or related materials in any way
• Use or access the Site to create or develop competing products or services or for any other purpose that is to our detriment or commercial disadvantage
• Take any action or use the Site in any manner which could damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise impede or harm in any manner our Site or any content, in whole or in part
• Disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to our Site or any computer network
• Bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by us or any of our service providers to protect our Site
• Remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from our Site or any content made available to you on or through our Site
• Use any manual process or automated device to monitor or copy any content made available on or through our Site for any unauthorized purpose
• Copy, duplicate, download, store in a retrieval system, publish, transmit or otherwise reproduce, transfer, distribute, store, disseminate, aggregate, use as a component of or as the basis for a database or otherwise use in any form or by any means any data, text, reports, or other materials related to us or third-party content from the Site
• Otherwise use the Site in any manner that exceeds the scope of use granted above
• Encourage or enable any other individual to do any of the foregoing

Ownership of Information Submitted via the Site

With the exception of any personal data or information you submit maintained in accordance with our Privacy Policy (which may be governed by the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, "HIPAA") or related state-specific privacy laws and regulations), you understand and agree that any information you provide to us on or through the Site or Services, whether by direct entry, submission, email or otherwise, including, but not limited to, data, questions, comments, forum communications, or suggestions, will be treated as non-confidential and non-proprietary and will become the property of us.

Such information may be used for any purpose, including, without limitation, reproduction, solicitation, disclosure, transmission, publication, broadcast, and posting. We shall be free to use any ideas, concepts, know-how, or techniques contained in any communication you send to us via the Site or by any other means for any purpose whatsoever, including, without limitation, developing and marketing products using such information.

For any personal data or information subject to the foregoing exception, and to the extent permitted by law, you: (1) understand and agree that any such information provided by you may be used, copied or displayed by us, we may create derivative works of any such data, and we may provide such data to our service providers, our successors and assigns, in performance of their services; and (2) grant us, our service providers, and our successors and assigns the fully transferable and sublicenseable right and license to use, reproduce, modify, analyze, perform, display, distribute, and otherwise disclose to third parties any data or information you submit on or through the Site for the purposes of providing services to you; conducting research or analyses of such data; and designing, developing, implementing, modifying and/or improving new, current or future features, products and services of us using such data.

Ownership of Site Content

As between us and you, we are the sole and exclusive owner of all right, title and interest in and to the Site and its content, features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement and look and feel), other Content, and all intellectual property rights therein, and any suggestions, ideas or other feedback provided by you. You are not permitted to reproduce, publish, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the material on our Site except as generally and ordinarily permitted through the Site according to these Terms of Service.

Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Site or Content shall be owned solely and exclusively by us or our licensors, including all intellectual property rights therein. You may not access or use for any commercial purposes any part of the Site or Content.

Use of Logos & Trademarks

Certain names, logos, and other materials displayed in and through the Site may constitute trademarks, trade names, service marks or logos ("Marks") of us or our affiliates. You are not authorized to use any such Marks without our express written permission. Ownership of all such Marks and the goodwill associated therewith remains with us or our affiliates.

Links to Third-Party Hyperlinks and Websites

The Site may contain hyperlinks or references to other websites ("Linked Sites") operated by third parties. The Linked Sites may not be under our control, therefore, we are not responsible for the information, products or services described thereon, or for the content of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. We are providing these Linked Sites to you only as a convenience, and the inclusion of any link does not necessarily imply endorsement of the Linked Site or any association with its operators. Your use of these Linked Sites is at your own risk, and we are not liable to you in any way, either directly or indirectly, for any content, errors, damage or loss caused by or in connection with use of or reliance on information contained in or provided to Linked Sites.

You may have arrived to the Site through a Linked Site. You understand and agree that we are not responsible for the information, products or services described on those Linked Sites and only these Terms of Service will apply to your use of or access to the Site.

Termination

The Terms of Service will remain in full force and effect as long as you continue to access or use the Site or Services. You may terminate the Terms of Service at any time by discontinuing use of the Site. Your permission to use the Site automatically terminates if you violate these Terms of Service.

We may terminate or suspend any of the rights granted by these Terms of Service and your access to and use of the Site or Services with or without prior notice, for any reason, and at any time. The following provisions survive the expiration or termination of these Terms of Service for any reason whatsoever: Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law, Dispute Resolution, Arbitration, Venue, Severability of Provisions; No Waiver; and Assignment.

Subject to applicable law, we reserve the right to maintain, delete or destroy all communications and materials posted or uploaded to the Site pursuant to its internal record retention and/or content destruction policies. After such termination, we will have no further obligation to provide the Services, except to the extent we are obligated to provide you access to your health records or are required to provide you with continuing care under applicable legal, ethical and professional obligations to you. You agree that if your use of the Services is terminated pursuant to these Terms of Service, you will not attempt to use the Services in any way, and further agree that if you violate this restriction after such termination, you will indemnify and hold us harmless from any and all liability that we may incur therefore.

Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SITE AND ANY SERVICES ARE PROVIDED THROUGH THE SITE ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE AND OUR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY "RELATED PERSONS") MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION.

WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SITE OR SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.

TO THE FULLEST EXTENT OF APPLICABLE LAW, NEITHER WE NOR THE RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR USEFULNESS OF THE SITE. FURTHERMORE, WE DO NOT GUARANTEE THAT THE SITE WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND WE DISCLAIM ANY LIABILITY RELATING THERETO.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE SITE ARE USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR INFORMATION.

Limitation of Liability

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS SET FORTH IN THIS SECTION, IN NO EVENT WILL WE OR THE RELATED PERSONS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SITE OR ANY SERVICES PROVIDED THROUGH THE SITE, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE. THIS IS TRUE EVEN IF WE OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

Indemnification

You agree to indemnify, defend, and hold harmless us, our affiliates and subsidiaries, and their respective directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys harmless from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys' fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from, your use of materials or features available on the Site in an unauthorized manner, fraud, violation of law, or willful misconduct, or any breach by you of these Terms of Service.

Modifications to the Site

We reserve the right at any time and for any reason to modify, or temporarily or permanently discontinue, the Site or Services or any portion thereof, with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services.

Governing Law; Dispute Resolution; Arbitration; Venue

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND US TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

These Terms of Service and your use of the Site shall be governed by the laws of the State of Florida, without giving effect to the principles of conflict of laws. Any dispute arising under or relating in any way to these Terms of Service will be resolved exclusively by final and binding arbitration in Hillsborough County, Florida under the rules of the American Arbitration Association, except that either party may bring a claim related to intellectual property rights, or seek temporary and preliminary specific performance and injunctive relief, in any court of competent jurisdiction. The parties agree that the courts located in Hillsborough County, Florida shall have exclusive personal jurisdiction, subject matter jurisdiction, and venue for any such claim.

All parts of these Terms of Service apply to the maximum extent permitted by law. We and you both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law. The invalidity of part of these Terms of Service will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

No Waiver

No waiver by us of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

No Agency Relationship

Neither these Terms of Service, nor any Content, materials or features of the Services create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on behalf of us or bind us in any way.

Remedies

You agree that any violation, or threatened violation, by you of these Terms of Service constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

Assignment

You may not assign any of your rights under these Terms of Service, and any such attempt will be null and void. We may, in our discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms of Service if some or all of our business is transferred to another entity by way of merger, sale of its assets or otherwise.