THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. SECTION 14 OF THIS DOCUMENT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS, AND SECTION 15 LIMITS THE TIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST US.

SECTION 4(b) DESCRIBES CERTAIN AUTO-RENEWALS THAT MAY BE APPLICABLE TO OUR SERVICES PROVIDED TO YOU. BY ENTERING INTO THIS AGREEMENT AND CHOOSING SERVICES WITH AUTOMATIC RENEWAL, YOU AFFIRMATIVELY CONSENT TO SUCH RENEWAL TERMS UNLESS YOU CANCEL IN ACCORDANCE WITH THIS AGREEMENT.

OUR WEBSITE MAY REQUIRE THAT YOU ANSWER CERTAIN PRELIMINARY QUESTIONS AND MAY PROVIDE CONNECTIONS TO AND COORDINATION WITH CERTAIN PROVIDERS OF TELEHEALTH, PHARMACY, TESTING, AND OTHER HEALTHCARE SERVICES. NEITHER THE COMPANY NOR THE WEBSITE PROVIDES ANY OF THESE HEALTHCARE SERVICES TO YOU, AND NEITHER THE COMPANY NOR THE WEBSITE ARE SUBSTITUTES FOR YOUR RELATIONSHIP WITH ANY PHYSICIANS OR OTHER HEALTHCARE PROVIDERS.

YOU ACKNOWLEDGE THAT THE WEBSITE AND SERVICES ARE NOT APPROPRIATE FOR MEDICAL EMERGENCIES, MENTAL HEALTH CRISES, OR OTHER CONDITIONS REQUIRING IMMEDIATE ATTENTION. YOU WILL NOT RELY ON THE WEBSITE OR OUR SERVICES FOR ANY SUCH SITUATIONS OR NEEDS. IN AN EMERGENCY, DIAL 911 FROM YOUR PHONE IMMEDIATELY.

TERMS OF SERVICE 

Last Modified: December 15, 2023

1. Acceptance.  These Terms of Use are entered into by and between you (acting in your personal capacity) (“you”) and ModernMeds, LLC, a Delaware limited liability company ("Company", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, this “Agreement”), govern your access to and use of our website, including any content, functionality, and services offered on, through, or in connection with our website, available at www.modernmeds.com (such services, the “Services,” and collectively (including the Services), the "Website"). Please read this Agreement carefully before you start to use the Website. By using the Website or by clicking to accept or agree to this Agreement, you accept and agree to be bound by this Agreement. If you do not want to agree to this Agreement, you must not access or use the Website. You acknowledge that this Agreement contains legally binding terms and conditions that affect your legal rights and remedies.
2. Changes to These Terms. We reserve the right to change this Agreement at any time upon notice. We may give notice by posting the updated Agreement on the Website, by providing notice to the contact information you have provided to us, or by any other reasonable means. You can review the most current version of this Agreement at any time at https://modernmeds.com/policies/tos. The version of the Agreement in effect at the time of your use of the Website applies. The updated Agreement is binding on you with respect to your use of the Website on or after the date indicated in the updated Agreement. If you do not agree to the updated Agreement, you must stop using the Website. Your continued use of the Website after the date of the updated Agreement will constitute your acceptance of the updated Agreement.
3. Services.

(a) General. Our Website and Services are a platform to facilitate your connections with various healthcare providers. Your use of certain healthcare providers and pharmacies are at your sole discretion. We do not provide any advice or recommendations regarding such choices. You acknowledge and agree that no part of the Website or Services constitutes medical advice or establishes a physician-patient relationship between you and us. We do not recommend or prescribe any medical treatments or drugs. Such advice comes only from your physician or other authorized provider, neither of whom are employed or engaged by us. Our Services are for informational and educational purposes only. The Services are not a substitute for your doctor or any other healthcare provider.

(b) Initial Questions. The Website may ask you and may require you to answer certain questions in order to access other parts of the Website or Services. You acknowledge and agree that such questions are strictly for informational and educational purposes only and are only intended for use by us to provide our Services to you. Such questions are not, and are not part of any, screening, diagnostic, or medical tests.

(c) Concierge Services. As part of the Services, we may, on your behalf, (i) coordinate with providers of clinical laboratory tests, (ii) coordinate with your doctor or physician, including by submitting results of your laboratory tests to your doctor, (iii) coordinate with your pharmacy, including by submitting prescriptions provided by your doctor, and (iv) communicate with your health insurance provider to obtain coverage for such services or prescription medications (all such third parties, the “Third Party Providers”). Except as explicitly set forth in this Agreement, you acknowledge that we facilitate your use of such services but do not provide any such services ourselves. The specific scope of Services provided to you are set forth on our Website and chosen by you.

(d) Texting and Communications.  From time to time, we may wish to contact you with information related to the Services or the Website, as well as with marketing and advertising information and updates regarding other products, services, and other special events and offers from us. These communications may come by email, post, or telephone at the contact information you have provided to us.  You agree and acknowledge that we may call the phone number you have provided and/or send text messages to your wireless phone number for any purpose, including marketing and advertising purposes, using any method, including an autodialer and/or pre-recorded voice. You understand you are not required to consent to marketing or advertising calls or text messages from us as a condition of your purchase of our products and/or services.

1. Fees.

(a) Payments. The Website may provide various options for combinations of Services and associated payment amounts and timelines (each such combination, an "Option”). You will pay all amounts set forth in this Agreement or on our Website associated with your chosen Option or Options (“Fees”) in accordance with the timelines set forth in this Agreement or on our Website. We may suspend Services at any time if you have failed to pay any Fees in accordance with this Agreement. You hereby authorize us and any of our third-party payment processors to charge Fees to your credit card or other payment method provided to us in connection with your request for an Option or Services. Except as explicitly set forth in this Agreement or on our Website, all Fees are non-refundable. Except as explicitly set forth in this Agreement or on our Website, you are responsible for all payments and costs to your Third-Party Providers.

(b) Service Terms. The term for your chosen Option will begin, end, and renew as set forth on the Website (“Term”). We or you may terminate the Term for any Option immediately if the other party has failed to cure a material breach within 30 days after receiving written notice of such breach. Each Term will automatically renew unless either party provides written notice of non-renewal to the other party at least 30 days prior to the beginning of any renewal Term. If required by applicable law or at our discretion, we may provide you with a reminder of any renewal Term and a means for you to terminate on our Website. Our obligation to provide any Services begins upon the beginning of the applicable Term. Any obligation for us to provide Services to you ends at the expiration or termination of the Term associated with such Services.

(c) Insurance. We do not accept health insurance or any other type of insurance and are not enrolled in or associated with any federal or state healthcare programs such as Medicare or Medicaid, as compensation for the Website, our Services, or the Fees. You are solely responsible for payment of all Fees. You will pay all Fees to us in cash or other means acceptable to us.

1. Accessing the Website. Except for Services for which you have paid all applicable Fees, we reserve the right to withdraw or amend the Website in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time. From time to time, we may restrict access to the Website to certain users. To access the Website, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on or in connection with the Website is correct, current, and complete. You hereby consent to all actions we take, consistent with our Privacy Policy and this Agreement, with respect to all information you provide to or in connection with the Website, including through the use of any interactive features on the Website (collectively, “User Submissions”). We may disable any username, password, or other identifier at any time, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.
2. Use of Information Provided by You. You acknowledge, represent and agree that, except as required by applicable law or as set forth in our Privacy Policy, any User Submission is submitted voluntarily and is not confidential or proprietary, and that your User Submission does not establish a relationship between you and us. You hereby grant the Company and its sublicensees a worldwide, royalty-free, non-exclusive, transferable, sub-licensable, perpetual and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create derivative works of your User Submissions, except as otherwise prohibited by applicable law, our Privacy Policy, or this Agreement. You waive any right to compensation of any type for your User Submissions. You represent and warrant that you either own all User Submissions or otherwise have all rights necessary to grant the rights in this Agreement and that use of User Submissions by us does not violate any law. In connection with the Website, you may not upload, distribute, or otherwise publish any content that is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or that may constitute or encourage a criminal offense, violate the rights of any party or that may otherwise give rise to liability or violate any law.
3. Intellectual Property Rights.  The Website (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement of those things), and associated know-how, are owned by Company, its licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws (“Website IP”). The Company retains all right, title, and interest in and to the Website IP. This Agreement contains no implied licenses. You will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any part of our Website without our prior written consent.
4. Permitted Uses. You represent and warrant that (1) you are at least 18 years of age; (2) you have full power and authority to enter into this Agreement; (3) you are not located in, under the control of, or a national or resident of any country subject to sanctions by the United States; (4) you have not been placed on the U.S. Department of Commerce’s Denied Persons List; (5) you are not identified as a “Specially Designated National” by the United States government; and (6) you will not access the Website if you have previously been prohibited from doing so or if any laws prohibit you from doing so. Except as required by the laws of the United States, we do not intend for the Website to be used by persons or entities in countries or jurisdictions that require us to obtain a registration or license. If you are in such a country or jurisdiction, you are not authorized to and agree that you will not use the Website. You may use the Website only for lawful purposes and in accordance with this Agreement. You agree not (a) to use the Website in any way that violates any applicable federal, state, local, or international law or regulation, (b) use the Website for any unauthorized, fraudulent, or malicious purpose, (c) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability, (d) use the Website in any manner that could disable, overburden, damage, or impair the Website, (e) use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website, (f) to access systems, data or information not intended by us to be made accessible to a user, (g) to obtain or attempt to obtain any materials or information through any means not intentionally made available by us; or (f) to use the Website for any use other than the purpose for which it was intended.
5. Reliance on Information Posted.  We do not warrant the accuracy, completeness, or usefulness of any information presented on or through the Website. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
6.  Links from the Website. If the Website contains links to other sites or resources provided by third parties, or otherwise contains or integrates information, content, or materials provided by third parties (collectively, “Third-Party Materials”), these Third-Party Materials are provided for your convenience only. We have no control over the Third-Party Materials and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you access any such Third-Party Materials, you do so entirely at your own risk and subject to any applicable terms and conditions for such Third-Party Materials.
7.  Disclaimer of Warranties. YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
8.  Limitation of Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS (COLLECTIVELY, “MODERNMEDS PARTIES”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RELATED TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, OR ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE AGGREGATE LIABILITY OF THE SPWL PARTIES TO YOU FOR ALL CLAIMS AND DAMAGES RELATED TO THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT OR SERVICES ON OR PROVIDED IN CONNECTION WITH THE WEBSITE OR SUCH OTHER WEBSITES WILL NOT EXCEED THE GREATER OF (A) $100 U.S. DOLLARS, AND (B) ALL AMOUNTS ACTUALLY PAID BY YOU TO US UNDER THIS AGREEMENT IN THE 6 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SUCH DAMAGES OR LIABILITY. NOTHING IN THIS SECTION 12 WILL BE INTERPRETED AS EXCLUDING LIABILITY THAT CANNOT UNDER APPLICABLE LAW BE EXCLUDED.

1.  Indemnification. You will defend, indemnify, and hold harmless the SPWL Parties from and against any third-party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (a) your violation or breach of this Agreement, (b) your use of the Website, (c) any User Submission made by you, including with respect to violations of any other party’s rights, such as intellectual property or other proprietary rights, and laws related to privacy or information security; or (d) your violation of any other party’s rights or applicable law.
2.  Arbitration and Governing Law. YOU WILL SUBMIT ANY DISPUTES ARISING FROM THIS AGREEMENT OR THE WEBSITE, INCLUDING DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE COMMERCIAL ARBITRATION RULES AND MEDIATION PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING NEW YORK LAW. THE SEAT OR LEGAL PLACE OF ARBITRATION WILL BE IN NEW YORK COUNTY, NEW YORK. YOU AGREE TO ARBITRATE IN YOUR INDIVIDUAL CAPACITY ONLY – NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS – AND YOU EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS-ACTION BASIS. FURTHERMORE, UNLESS YOU AND COMPANY AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OF CLASS PROCEEDING. ALL ARBITRATION PROCEEDINGS ARE CONFIDENTIAL. ARBITRATION ORDERS AND AWARDS REQUIRED TO BE FILED WITH APPLICABLE COURTS OF COMPETENT JURISDICTION ARE NOT CONFIDENTIAL AND MAY BE DISCLOSED BY THE PARTIES TO SUCH COURTS. A PARTY WHO IMPROPERLY DISCLOSES CONFIDENTIAL INFORMATION WILL BE SUBJECT TO SANCTIONS. THE ARBITRATOR AND FORUM MAY DISCLOSE CASE FILINGS, CASE DISPOSITIONS, AND OTHER CASE INFORMATION AS REQUIRED BY A COURT ORDER OF PROPER JURISDICTION. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of law's provisions.
3.  Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
4.  General. If any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. You and the Company intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, you and the Company agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion.  The 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 assign, transfer, or sublicense your rights, if any, to access or use the Website or its content, and any attempt by you to do so is void. The Company’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. A waiver will only be binding on the Company if it is in a written document signed by the Company. This Agreement (including any incorporated terms) constitutes the entire agreement between you and the Company with respect to the Website and its contents. Both you and the Company warrant to each other that, in entering into this Agreement, neither the Company nor you have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in this Agreement. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you and the Company, or the Company’s successors and assigns, will have any right to enforce any of this Agreement. Neither this Agreement nor the Website create a partnership, joint venture, employment, or other agency relationship between us. You may not enter into any contract on our behalf or bind us in any way.

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