Please read these MeMD Terms of Use (“Terms of Use”) carefully. By clicking “Accept”, “I agree”, or a similar button you will indicate your acceptance of these Terms of Use. You may also accept these Terms of Use: (1) through any printed, oral, or electronic statement, including on the web, by marking that you have reviewed and accepted these Terms of Use; (2) by scheduling, or attempting to schedule, an appointment or by submitting patient information through the MeMD Service; (3) by creating an account with MeMD or using the MeMD Service; or (4) by paying for the MeMD Service through a subscription or otherwise (whether directly or by someone who has contractually agreed to pay on your behalf). 

 

If you do not agree with these Terms of Use, promptly close this page and do not proceed with your use or access of the MeMD Service. 

 

IMPORTANT: THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION IN SECTION 18 THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT YOU AND MeMD ARE EACH GIVING UP RIGHTS TO SUE EACH OTHER IN COURT OR IN CLASS ACTIONS OF ANY KIND. 

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WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS: WHILE THERE ARE IMPORTANT POINTS THROUGHOUT THESE TERMS OF USE, PLEASE NOTE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS ON MeMD’S LIABILITY ARE EXPLAINED IN SECTIONS 12 AND 13, RESPECTIVELY.  

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'1'. DEFINED TERMS 

1. “MeMD” means Fabric Labs, Inc. (“MSO”), on behalf of itself and the professional entities to which it provides management services, which includes but is not limited to, VirtualCare Medical Group, P.A., VirtualCare Medical Group of AL, P.C., VirtualCare Medical Group of AZ, P.C., VirtualCare Medical Group of AR, P.A., THVC Medical Group of CA, Inc., VirtualCare Medical Group of IL, S.C., Telehealth Medical Services of KS, P.A., VirtualCare Medical Group of MO, P.C., VirtualCare Medical Group of NE, P.C., VirtualCare Medical Group of NV-Scherr, P.C., Telehealth Medical Services of NJ, P.C., VirtualCare Medical Services of NY, P.C., VirtualCare Medical Group of OR, P.C., and VirtualCare Medical Group of SD, P.A. We are also referring to MeMD when we say “we”, “us” and “our”. But when we say “MeMD Entities”, we mean MeMD and its affiliates; its and their suppliers, vendors, contractors and licensors; and its and their directors, officers, employees, and agents.

   1. “MeMD Service” means collectively any services offered through MeMD’s website, portal or mobile application (“App”). 

   2. “Providers” means the healthcare professionals and professional entities that offer or schedule their services through the MeMD Service. 

   3. “you” or “your” means any user or patient (like you!) who is using the MeMD Service 

   4. A few other key terms used in these Terms of Use: 

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• “Content” means descriptions of MeMD Services, comments, messages, Feedback, reviews, suggestions, questions, submissions, and other information, data, content, and materials (including page headers, images, text, illustrations, formats, logos, hashtags, designs, icons, photographs, software programs, music clips or downloads, video clips, and written and other materials) that are made available by the MeMD Entities through, or in connection with, the MeMD Service; 

  • “Feedback” means ideas, concepts, feedback, and know-how that you make available in connection with the MeMD Services; and 

  • “make available” means make available in any way, which includes to post, transmit, upload, distribute, transmit, display, provide, or otherwise submit or make available (including through any part of the MeMD Services administrated by third-parties). 

 

2'. YOUR ACKNOWLEDGMENT 

As a condition to using or accessing the MeMD service, you hereby agree and acknowledge that: 

 

• you have fully read and understood these Terms of Use 

• these Terms of Use are in addition to any other agreement that you have entered into or may enter into with a Provider regarding a treatment relationship; 

• agreeing to these Terms of Use or using the MeMD Service does not guarantee your eligibility to receive treatment from a Provider and does not obligate any Provider to provide any service to you. General guidelines about eligibility for medical treatment may be provided through the MeMD Service, but Providers reserve the right, at their sole discretion, to determine whether and to what extent you are eligible to receive any services offered by such Provider. If, in the discretion of a Provider, you are ineligible to receive treatment, the Provider may (but has no obligation to) refer you to a different healthcare provider 

• the MeMD Service may not be reimbursable by Medicare, Medicaid, Tricare, other government health care program, commercial insurers, managed care organizations, preferred provider organizations, or other payors. You will not seek reimbursement from any such payors for the cost of use of the MeMD Service where prohibited or otherwise not permitted by such payors; and 

• if you are seeking services on behalf of a child, dependent, or other person for whose medical care you are responsible, your acceptance of these Terms of Use will bind that other person to these terms and conditions.

 

'3'. CONDITIONS FOR USE 

As a condition to using or accessing the MeMD Service, you represent and warrant that: 

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• you have the legal power and authority to agree to these Terms of Use, you are at least 15 years of age or you are accompanied by a parent or guardian who can give informed consent on your behalf, and have neither falsely identified yourself nor provided any false information to gain access to the MeMD Service; 

• you: (i) are the patient, meaning you are the person receiving the healthcare services obtained or accessed through the MeMD Service (“Patient”), or (ii) are the Patient’s legal representative. 

• if you are not the Patient

  • you have all necessary consents and permissions required by law to (x) view any Patient information that you may access using the MeMD Service, and (y) undertake any necessary actions with respect to the Patient using the MeMD Service; and 

  • you will maintain the confidentiality and privacy of any information that you view or access in any manner through the MeMD Service on behalf of such Patient; and 

• you are physically located in the state in which you are requesting the MeMD Service. 

 

Additionally, you agree to: 

 

• abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of the MeMD Service, including those related to data privacy, international communications, the transmission of technical or personal data and any applicable U.S. export control laws; 

• maintain the confidentiality and security of your account including the security of your username, password, and any PIN or other unique identifiers; 

• notify MeMD immediately of any unauthorized use of any password or account or any other known or suspected breach of security; 

• report to MeMD immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or users who access the service on your behalf; 

• keep confidential and use commercially reasonable efforts to prevent unauthorized disclosure or use of the Content or the MeMD Service; and 

• access and use the MeMD Service only with information that you own or legally possess, and have the right to use in connection with the MeMD Service. 

 

Finally, you understand that there are a few important steps that must be completed before you become a Patient of the MeMD Service, which include the following (not necessarily in this order): 

• You must complete all requested registration, intake and on-boarding information and processes associated with the MeMD Service in a comprehensive and accurate manner; 

• You must pay for the MeMD Service if payment is required; and 

• You must request and show up for the telehealth visit with the Provider. 

• If you do not complete the steps set forth above, you understand that we cannot onboard you as a patient and you will not have any of the protections or rights set forth in these Terms of Use or any other rights typically afforded to patients under the law. Put another way, if you do not complete the actions described above, Providers will not have a responsibility to provide any care to you, as a valid patient-provider relationship will not have been formed. 

 

'4'. DATA PRIVACY AND SECURITY 

 

Our “Notice of Privacy Practices” (available here) describes how your information may be used and disclosed and how you can get access to such information. Effective July 19, 2024, MeMD became part of Fabric, Inc. Notice of Privacy Practices applies to MeMD’s technical platform and services.

 

MeMD reserves the right to modify its Notice of Privacy Practices from time to time. 

If you have any questions about MeMD’s Notice of Privacy Practices please contact our HIPAA

 

Compliance Officer at the address identified in the Notice of Privacy Practices. 

Please remember that, as detailed in these Terms of Use, you are responsible for maintaining the confidentiality and security of your MeMD Service account information and any health information that you submit through MeMD services. MeMD is not responsible for any losses or claims resulting from any unauthorized use of your MeMD Service account or if you lose, or share, your account access. 

 

'5'. USE AND DISCLOSURE OF PERSONAL INFORMATION 

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MeMD may use your personal contact information to send you information about MeMD and its services that may be of interest to you. You may opt out of receiving any, or all, of these communications from MeMD by following the unsubscribe link or emailing legal@fabrichealth.com.  MeMD will only use protected health information in accordance with MeMD Notice of Privacy Practices. You understand and acknowledge that, because the MeMD Service is a hosted online application, MeMD occasionally may need to notify all users (whether or not they have opted out of email communications) of important announcements regarding the operation of the MeMD Service, including temporary disruptions of the MeMD Service. 

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'6'. INTELLECTUAL PROPERTY; ACCESS GRANT; RESTRICTIONS

 

The MeMD Entities shall continue to own and retain all right, title, and interest, including all related copyrights, trademarks, trade dress, and other intellectual property rights, in and to MeMD’s technology, the MeMD Service and any Content. 

 

Access Grant 

MeMD hereby grants you a non-exclusive, non-transferable, worldwide right to use the MeMD Service, solely for your own purposes, subject to these Terms of Use. All rights not expressly granted to you are reserved by MeMD and its licensors. All MeMD names, logos, graphics, page headers, button icons, scripts, and product or service names included in or made available through any of the MeMD Service are trademarks or trade-dress of MeMD, and no right or license is granted to use them. You must (a) retain all copyright, trademark, or other proprietary designations contained on all Content you obtain from the MeMD Service; (b) not modify or alter such Content in any way; and (c) not provide or make available such Content to any third-party in a commercial manner. 

 

If you provide any Feedback to MeMD in connection with the MeMD Service, you hereby grant to MeMD a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Feedback, in any format or media now known or hereafter developed, and for any purpose. You acknowledge and agree that Feedback is not confidential, and that MeMD is free to use any Feedback for any purpose. 

 

Restrictions on Use 

You may not access the MeMD Service for competitive commercial purposes, except with MeMD’s prior written consent. In addition, you may not access the MeMD Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking purposes. Additionally, you may not (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make available to any third-party the MeMD Service or its Content in any way; (ii) modify or make derivative works based upon the MeMD Service or its Content; (iii) publicly display visual output of the MeMD Service; (iv) transmit the MeMD Service over a network, by telephone, or electronically using any means; (v) create Internet “links” to the MeMD Service where prohibited or “frame” or “mirror” any of its content on any other server or wireless or internet-based device; (vi) reverse engineer or access the MeMD Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, or graphics of the MeMD Service, or (c) copy any ideas, features, functions, or graphics of the MeMD Service; (vii) send or transmit spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (viii) send, transmit, or post a message or any information under a false name; (ix) send, transmit, post, or store infringing, obscene, threatening, libelous, defamatory, fraudulent, false, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights or the ownership or intellectual property rights of another person; (x) send, transmit, or store material containing software viruses, worms, trojan horses, or other harmful computer codes, files, scripts, agents, or programs; (xi) interfere with or disrupt the integrity or performance of the MeMD Service or the data contained therein; (xii) attempt to gain unauthorized access to the MeMD Service or its related systems or networks; or (xiii) otherwise use the MeMD Service in a way that could cause damage or adversely affect the MeMD Service, any other customers of MeMD or MeMD’s reputation, networks, property, or services. 

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'7'. MOBILE APPLICATION 

If you are accessing the MeMD Service through the App, you acknowledge and understand that certain permissions may be required on your mobile device, including the permission to access: (i) “location services” that allows the App to get your precise or approximate location; (ii) “camera” that allows the App to take pictures; (iii) “read phone status and identity” that allows the App to access the phone features of the device to determine the phone number and device IDs, whether a call is active, and the remote number connected by a call; (iv) “view network connections” that allows the App to view information about network connections such as which networks exist and are connected; (v) “full network access” that allows the App to create network sockets and use custom network protocols; (vi) “read Google service configuration” that allows the App to read Google service configuration data, if applicable; and (vii) “prevent device from sleeping” that allows the App to prevent the device from going to sleep. Some of these permissions may consume additional battery power or incur additional data usage or charges. If you do not grant the App the permissions listed in (i) through (vii), then the App will not function effectively and MeMD is not responsible for the App’s reduced performance. 

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'8'. CHARGES AND PAYMENT OF FEES 

You shall pay all fees or charges to MeMD in accordance with the fees, charges, and billing terms then in effect, except any fees or charges that another party (e.g., your employer or health plan) has contractually agreed to pay on your behalf. Payments may be made on a per-visit basis, annually, monthly, or quarterly. All payment obligations are non-cancelable and all amounts paid are nonrefundable. All pricing terms are confidential, and you agree not to disclose them to any third-party. You understand and agree that for services provided on an appointment basis, if you fail to properly cancel a scheduled appointment at least 24 hours in advance of the appointment or if you are late to an appointment causing you to miss more than 40% of the allotted time for the appointment, you may be responsible for a missed appointment fee up to the greater of MeMD’s then-current visit fee rate for the service type or the fees your insurer or other payor would have otherwise paid for the scheduled services had they taken place. 

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'9'. BILLING PROCESS 

MeMD charges and collects fees in advance for your use of the MeMD Service. Unless otherwise mutually agreed upon, MeMD will automatically renew and bill your credit card or issue an invoice to you for your current subscription amount (where applicable); except for any fees that another party has contractually agreed to pay on your behalf, for which MeMD will issue an invoice to or charge such other party. Fees for other services will be charged on an as-quoted basis. MeMD’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties levied in connection with the MeMD Services. If MeMD has incorrect billing contact information for you or if you (or a third-party obligated to pay on your behalf) fail to pay any applicable fees or charges, MeMD reserves the right to terminate or suspend your access to the MeMD Service. You will continue to be charged for your subscription during any period of suspension. In addition to any other remedies available to us, delinquent invoices are subject to an interest charge of 1.5% per month on any outstanding balance, or the maximum interest permitted by law, whichever is less, plus all collection expenses. If you believe your bill is incorrect, you must immediately contact MeMD in writing regarding the amount in question. You irrevocably waive your right to challenge the accuracy of any bill, or otherwise receive an adjustment or credit to any bill, if you fail to notify MeMD in writing within 15 calendar days of receiving a bill that you believe to be inaccurate, along with a description of what you believe to be inaccurate. MeMD may use a third-party payment processor (the “Payment Processor”) in which case your use of the MeMD Service will also be subject to the terms, conditions, and privacy policies of the Payment Processor. MeMD is not responsible for any damages arising out of any errors or omissions by the Payment Processor or by your credit card issuer. 

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'10'. TERMINATIONS AND UPDATES 

Any breach of your payment obligations or those of another party contractually obligated to pay on your, or any use of the MeMD Service that is not in compliance with these Terms of Use, will be deemed a material breach for which we, in our sole discretion, may immediately terminate your password, account, or use of the MeMD Service. Additionally, MeMD may terminate a free account at any time in its sole discretion. Except as otherwise provided by law, at any time without prior notice to you, MeMD may also at its sole discretion (i) change, restrict access to, suspend, or discontinue the MeMD Service or any portion of the MeMD Service, or (ii) charge, modify, or waive any fees required to use any services, functionality or other Content available through the MeMD Service or any portion of it If your account is terminated for any reason, you will be obligated to pay the balance due on your account and you agree that MeMD may bill you for any unpaid fees or charges, unless another party has contractually agreed to pay such amounts on your behalf. MeMD reserves the right to impose a reconnection fee in the event your account is suspended and thereafter you request to restore access to the MeMD Service. 

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'11'. UPDATES TO TERMS OF USE 

MeMD may update these Terms of Use at any time. MeMD is not obligated to provide prior notice of any such updates to you. MeMD may notify you of the updated Terms of Use by any reasonable means including by posting the revised Terms of Use at http://www. memd.com/terms-conditions . The updated Terms of Use will apply to your use or access of MeMD Services after the date on which MeMD posts the revised Terms of Use or otherwise notifies you of the changes. By continuing to use or access the MeMD Services after MeMD posts any changes, you accept the updated Terms of Use. The “Last Updated” legend below indicates the date on which these Terms of Use were last updated. 

 

'12'. DISCLAIMER OF WARRANTIES AND ASSUMPTION OF RISK – FUNCTIONALITY 

USE OF THE MeMD SERVICE OR ANY PORTION OF THE MeMD SERVICE IS STRICTLY AT YOUR SOLE RISK. The MeMD SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND YOU HEREBY RELEASE THE MeMD ENTITIES FROM ALL CLAIMS WHICH MAY RESULT FROM YOUR USE OF THE MeMD SERVICE OR ANY PORTION OF THE MeMD SERVICE, OR THE NEGLIGENCE OF THE MeMD ENTITIES (OTHER THAN ANY GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT). 

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YOU UNDERSTAND AND ACKNOWLEDGE THAT: 

A. THE MeMD ENTITIES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE MeMD SERVICE OR ITS CONTENT. 

 

B. THE MeMD ENTITIES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. 

 

C. THE MeMD ENTITIES DO NOT REPRESENT OR WARRANT THAT: (i) THE USE OF OR SUBSCRIPTION TO THE MeMD SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; 

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(ii) THE MeMD SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; 

(iii) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; 

(iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER CONTENT PURCHASED OR ACCESSED BY YOU THROUGH THE MeMD SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; 

(v) ERRORS OR DEFECTS WILL BE CORRECTED; OR 

(vi) THE MeMD SERVICE OR THE SERVER(S) THAT MAKE THE MeMD SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

 

 

D. THE MeMD ENTITIES DO NOT AUTHORIZE ANY THIRD PARTY TO MAKE ANY OF THE FOREGOING REPRESENTATIONS OR WARRANTIES ON THEIR BEHALF.

 

 

E. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MeMD ENTITIES HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. 

 

YOU UNDERSTAND THAT BY AGREEING TO THIS CLAUSE, YOU ARE RELEASING CLAIMS AND GIVING UP SUBSTANTIAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN CERTAIN INSTANCES. 

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13. DISCLAIMERS OF WARRANTIES AND ASSUMPTION OF RISK – HEALTHCARE SERVICES 

A. The healthcare services (including, as applicable, mental or behavioral health services) that you use or access through the MeMD Service are provided by Providers, not the MSO, and they’re provided at each Provider’s sole discretion and medical judgment. The MSO does not engage in the practice of medicine. The MSO’s role is limited to making the MeMD Service available to you, which simply provides a system to facilitate communication with the Providers using MeMD’s owned or licensed health information database and software. 

 

B. While the MeMD Entities may make certain Content available to you related to the healthcare services that you use or access using the MeMD Service, you should discuss the Content with your Provider or other licensed healthcare professional and confirm any facts that are important to your situation or decision. CONTENT IS NOT INTENDED TO SUBSTITUTE FOR THE DIAGNOSIS, TREATMENT AND ADVICE OF A PROVIDER, AND IT DOES NOT COVER ALL POSSIBLE USES, PRECAUTIONS, SIDE EFFECTS, AND INTERACTIONS, AND SHOULD NOT BE CONSTRUED TO INDICATE THAT ANY DRUG IS SAFE OR EFFECTIVE FOR YOU. CONSULT THE PRODUCT INFORMATION (INCLUDING PACKAGE INSERTS) REGARDING DOSAGE, PRECAUTIONS, WARNINGS, AND INTERACTIONS, AND YOUR PROVIDER FOR GUIDANCE BEFORE USING ANY PRESCRIPTION OR OVER-THE-COUNTER DRUG. 

 

THE MeMD ENTITIES ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE CONTENT OR MeMD SERVICE. 

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C. While the MSO uses standard procedures designed to verify the state and national (NPI, DEA) licensing status for all Providers who have entered into a contract with MeMD, some other Providers whose services may be offered to you as part of a subscription or bundled services package by your employer, health plan, physician, using the MeMD Service may not have entered into a contract with MeMD and you are responsible for verifying the state and national (NPI, DEA) licensing status for all such Providers. 

 

D. MeMD further disclaims all liability (including any liability for a refund) for the failure of a non-contracted provider to render care to you or otherwise fulfill the terms of service of your subscription or bundled services package. A non-contracted provider is a provider not directly credentialed and contracted by MeMD but whose services may be offered to you as part of a subscription or bundled services package by your employer, health plan, physician, or using the MeMD Service. MeMD is not responsible for providing you additional services purchased via a subscription or bundled services package. 

 

E. The MeMD Service is not a replacement for your primary care physician or annual office check-ups, nor is it a replacement for other treating providers (except in the context of the “Virtual Primary Care” service line where the Provider has explicitly agreed to assume that role). Consultations through the MeMD Service treat the majority of common medical and behavioral health conditions, however some cases require an in-person visit for complete care. With respect to psychotherapy and counseling, you understand that information discussed in any sessions is for therapeutic purposes only and is not intended for use in any legal proceedings involving any other individuals participating in any sessions. You agree not to subpoena any Provider to testify for or against individuals (including you) participating in the sessions or to provide records in court actions against other individuals participating in any sessions. You understand that anything any individual participating in any session tells a Provider individually, whether on the phone or otherwise, may at the Provider’s discretion be shared with any other individual participating in the sessions. 

 

F. The MeMD Service is not an online pharmacy, nor is it a Medicare prescription drug plan. Providers using the MeMD Service do not, via the MeMD Service, prescribe certain medications, including drugs listed as controlled substances by the U.S. Drug Enforcement Agency or regulated under state law. Review the DEA Controlled Substances Schedule (http://www.deadiversion.usdoj.gov/schedules/index.html) if you are interested in a particular prescription and are uncertain if it is listed as a controlled substance. MeMD does not guarantee that a specific medication will be prescribed by a Provider if requested, particularly where prescribing of the medication is in violation of MeMD’s treatment policies or not medically appropriate, as determined by the Provider, in the Provider’s sole discretion. Our behavioral health Providers will not prescribe you medication until they conduct a mental health assessment (also sometimes called an intake or initial assessment) for you. You will not be prescribed more than a 90-day supply of medication at one time by a behavioral health Provider, and may not receive a refill of the medication unless you first complete a medication management visit with the behavioral health Provider. Our Providers generally do not prescribe more than a 90-day refill within a 6-month period. Our Providers in the “Virtual Primary Care” service line may be able to prescribe you up to a 1-year supply of medically necessary maintenance medications as long as you are compliant with their recommended treatment plan. You agree that any prescription obtained from a Provider in connection with your use of the MeMD Service will only be for its intended use. Refunds for completed visits are not provided solely on the basis of Providers not prescribing a medication. 

 

 

G. The MeMD Service does not meet the minimum essential coverage (MEC) requirements imposed by the Patient Protection and Affordable Care Act (“PPACA”) or any minimum creditable coverage (MCC) requirements imposed by any state laws. The MeMD Service is not a “Qualified Health Plan” under the PPACA. 

 

H. The MeMD Service is not insurance and is not intended to replace health insurance; it is a telemedicine service available on a per-visit or membership basis. The offering of products and services by MeMD is not to be construed as the sale of insurance product(s) or otherwise engaging in the transaction of insurance. MeMD expressly reserves the right, in order to comply with state insurance laws, to (i) limit 8 the number of visits offered in connection with any bundled services and subscription packages and/or (ii) charge a visit fee, both in an amount determined by MeMD in its sole discretion. 

 

I. You authorize MeMD to use and publish any comments you choose to share about the MeMD Service, such as comments shared in the MeMD “Patient Satisfaction Survey” or via third-party service providers contracted for such purposes, unless specified otherwise. MeMD will not publish any part of your name and will with the comments and will only identify the state of requested service. 

 

J. MeMD does not warrant or validate any information provided by a third party (including, but not limited to, your employer, health plan, or the Providers) even if the information is about the MeMD Service, whether through advertisements, promotions, communications, or other materials, and does not assume any responsibility or liability for the accuracy of such information. 

 

K. MeMD has the right to refuse access to the MeMD Service to any person, agency, or organization, at any time, for any reason, or for no reason at all. 

 

14. LIMITATION ON LIABILITY 

A. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL ANY OF THE MeMD ENTITIES BE LIABLE:

(i) IN ANY WAY FOR CLAIMS ARISING FROM YOUR USE OF, OR SUBSCRIPTION TO, THE MeMD SERVICE OR ANY OF ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, ERRORS OR OMISSIONS IN ANY CONTENT, INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR SUBSCRIPTION TO THE MeMD SERVICE; OR 

(ii) FOR ANY DIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER, FILE CORRUPTION, WORK STOPPAGE, OR LOSS OF SECURITY OF MATERIALS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES) ARISING FROM OR IN CONNECTION WITH THE MeMD SERVICE, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE, OR OTHERWISE RESULTING FROM YOUR USE OF THE MeMD SERVICE. 

 

 

B. TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF THE MeMD ENTITIES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE LOWER OF (I) $100.00 OR (II) THE AMOUNT YOU PAID TO MeMD IN THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE 

 

YOU UNDERSTAND THAT BY AGREEING TO THIS CLAUSE, YOU ARE RELEASING CLAIMS AND GIVING UP SUBSTANTIAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN CERTAIN INSTANCES. 

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15. INDEMNIFICATION 

You agree to indemnify, defend, and hold the MeMD Entities, and all Providers whose information is provided through the MeMD Service, and their respective employees, subcontractors, agents, vendors, suppliers, and licensors harmless from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, suits, fees (including attorneys’ fees and expert fees), and costs of any kind whatsoever arising directly or indirectly out of or in connection with: (i) your use of and subscription to the MeMD Service (including your submission of any information to MeMD or the Providers in connection with the MeMD Service); (ii) your violation of these Terms of Use or any policy set forth in these Terms of Use; and (iii) your violation of any applicable laws and regulations or rights of any third party.

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16. NOTICE 

Except as these Terms of Use specifically provide otherwise, you must provide MeMD notice by calling or writing MeMD at 157 W 18th St, 2nd Floor, New York, NY 10010. MeMD may provide you notice through sending a mail to your last known address, to any fax number or e-mail address you have provided MeMD, by calling you on any phone number you have provided MeMD, by voice message on any phone number you have provided MeMD, or by text message to any phone number you have provided MeMD that accepts text messages. You hereby expressly authorize, and specifically consent to allowing, MeMD and any of MeMD’s agents to contact you in connection with any and all matters relating to unpaid past due fees or charges you may owe MeMD. You agree that, for attempts to collect unpaid past due fees or charges, MeMD and any of its agents may contact you at any mailing address, telephone number, cellular phone number, email address, or any other electronic address that you have provided, or may in the future provide, to MeMD. You agree and acknowledge that any e-mail address or any other electronic address that you provide to MeMD is your private address and is not accessible to unauthorized third parties. For attempts to collect unpaid fees or charges, you agree that in addition to individual persons attempting to communicate directly with you, any type of contact described above may be made using, among other methods, pre-recorded or artificial voice messages delivered by an automatic telephone dialing system, pre-set email messages delivered by an automatic e-mailing system, or any other pre-set electronic messages delivered by any other automatic electronic messaging system. 

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17. ASSIGNMENT; CHANGE IN CONTROL 

Your obligations and rights under these Terms of Use may not be assigned by you without the prior written approval of MeMD. MeMD may transfer its rights and obligation to an affiliate or third-party without prior notice to you or your consent. Any purported assignment made in violation of this section shall be void. 

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18. DISPUTE RESOLUTION; ARBITRATION; GOVERNING LAW 

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. 

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You and MeMD both agree to provide a written notice of any disputes to the other party at its notice address and try to resolve any such disputes in good faith thereafter. If the dispute is not resolved, within 60 days of a party providing notice to the other party, both parties agree that the unless the dispute qualifies for a small claims court it will be resolved through individual, non-representative, binding arbitration or small claims court, instead of a proceeding in courts of general jurisdiction. In an arbitration proceeding, there is no judge or jury. Disputes are instead decided by a neutral third-party arbitrator and is administered by Judicial Arbitration Mediation Services, Inc. (“JAMS”) pursuant to the JAMS Streamlined Arbitration Rules & Procedures and as modified by this agreement to arbitrate. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by MeMD that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by JAMS or by the arbitrator. In arbitration, there is limited discovery and the arbitrator’s decision is subject to limited review by courts. The arbitrator’s decision will follow the terms and conditions of these Terms of Use and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court with appropriate jurisdiction. Each party is responsible for its respective costs, including costs related to its respective attorneys, experts, and witnesses. These Terms of Use will be governed by and construed under the laws of State of New York, without regard to its conflicts of law principles. 

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19. NO TRIAL BY JURY AND NO CLASS ACTION 

IF FOR ANY REASON A CLAIM ARISING OUT OF OR RELATING TO YOUR USE OF OR ACCESS OR SUBSCRIPTION TO THE MeMD SERVICE OR THESE TERMS OF USE IN ANY WAY PROCEEDS IN COURT RATHER THAN IN ARBITRATION, REGARDLESS OF WHETHER THE CLAIM IS AN ACTION, COUNTERCLAIM, OR ANY OTHER COURT PROCEEDING, BOTH PARTIES AGREE THAT TO THE EXTENT ALLOWED BY LAW, THERE WILL NOT BE A JURY TRIAL OR CLASS ACTION AND WE EACH UNCONDITIONALLY (1) WAIVE ANY RIGHT TO TRIAL BY JURY AND (2) WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS-WIDE BASIS, INCLUDING JOINING A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERTING A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY OTHER PROCEEDING.

 

20. OTHER IMPORTANT TERMS 

If either of us waives or doesn’t enforce a requirement under these Terms of Use, we don’t waive our right to later enforce that requirement. If any part of these Terms of Use is held invalid or unenforceable, the rest of this Terms of Use remains in full force and effect. There are no third-party beneficiaries to these Terms of Use, except MeMD’s subsidiaries, affiliates, parent companies, employees, subcontractors, agents, vendors, suppliers, licensors, and predecessors and successors in interest. These Terms of Use and any associated documents make up the entire agreement between us and replaces all prior written or spoken agreements - you can’t rely on any contradictory documents or statements by MeMD’s sales or service representatives or the Providers. The rights, obligations, and commitments in these Terms of Use that, by their nature, would logically continue beyond the termination of your use of or access or subscription to the MeMD Service (including, without limitation, Sections 4, 5, 6, 14, 15, 18, 19 and 20 ) survive termination of your use of and access and subscription to the MeMD Service and these Terms of Use. 

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21. ELECTRONIC SIGNATURE

I have read and understand these Terms of Use. I agree to comply with them, on my behalf and on behalf of any other person for whom I am or may in the future be seeking medical care including, but not limited to, mental or behavioral health services. I understand and agree that if I fail to comply with these Terms of Use, I may be prohibited from using the MeMD Service, and I will hold MeMD harmless from any liability arising from my failure to comply. I hereby certify that I possess the legal right and ability to these Terms of Use under the name in which I have registered to use the MeMD Service. I further certify that I am physically present in the state that I have designated at the time that I am accessing the MeMD Service. I understand and acknowledge that my ability to access the MeMD Service is conditional upon my compliance with these Terms of Use at the time that I access the MeMD Service, and that the Providers are relying upon this certification in order to interact with and facilitate health care services to me. 

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EFFECTIVE AND REVISED - 7/19/2024 

DM_US 181275179-8.045979.0325 

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