These terms and conditions of use (“Terms of Service”) govern your use of the website located at www.ideal.fit, and any associated websites, mobile sites or applications, products, and software (collectively the “Sites”).

The Sites are intended to facilitate non-clinical, care coordination, and professional medical services to registered users (collectively, the “Services”). The Sites and the Services are owned and controlled by ideal.fit Health, Inc. and its subsidiaries, affiliates, successors, and assigns (collectively, “ideal.fit”, “we,” “us,” or “our”). The terms “you” and “your” means you and any other person using the Sites or accessing your Account (as defined below) on your behalf.

The Sites and the Services are not intended for medical emergencies or urgent situations. If you believe you have an emergency, call 9-1-1 immediately.

Please read these Terms of Service carefully and in their entirety, as these Terms of Service include important information about your legal rights, remedies, and obligations. Feel free to contact us if you have any questions regarding these Terms of Service.

Your acceptance of, and compliance with, these Terms of Service is a condition to your use of the Sites and the Services. By using the Sites and the Services, you acknowledge that you have read, understand, and accept all terms and conditions contained within these Terms of Service, our Privacy Policy, Consent to Telehealth, and to the extent applicable to you, the Notice of Privacy Practices and Membership Terms & Conditions. Please note that additional terms and conditions may apply to some of the Services, all of which terms are made a part of these Terms of Service by reference. In the event of a conflict between these Terms of Service and the terms posted to a specific portion of a Site or for any of the Services, the supplemental terms shall control with respect to your use of the specific portion of the Sites or the Services.

Additionally, your ability to use some of the Services may involve other terms and conditions regarding third party (e.g., pharmaceutical manufacturers’) products and services. These terms and conditions may apply to you, but in no event do such terms apply to ideal.fit, the Practice, or the Providers.

To access the Sites and the Services, you represent and warrant that you are older than 18 years old, as the Services are only for users of the age of 18 or older. If you are under the age of 18, please do not attempt to use the Sites or the Services.

1. Privacy Practices

You agree that information provided by you in connection with the Site and the Services shall be governed by the ideal.fit Privacy Policy, which is hereby incorporated and made a part of this Agreement. You agree that information provided by you in connection with the Services shall also be governed by the Notice of Privacy Practices and is hereby incorporated and made a part of this Agreement. Please read the Privacy Policy to learn how information about you will be handled.

2. Your Account

These Terms of Service will remain in full force and effect for as long as you use the Sites and any of the Services. To use many of the Services, you must first create a user account (“Account”).

You must safeguard your login information that you use to access your Account, and you must not disclose this information to anyone. You must notify ideal.fit promptly of any unauthorized use of your Account or password by emailing us here. 

In the event that your Account is terminated, these Terms of Service will remain, to the extent applicable, in full force and effect.

3. Services

ideal.fit’s Role

We contract with and offer the Sites and the Services to allow patients and the medical practice, ideal.fit to connect and set up consultations via telehealth with the Practice’s health care providers (individually, the “Provider” and collectively, the “Providers”).

ideal.fit contracts with and provides administrative services to the Practices, which are independently owned by a licensed physician and not the Practices. ideal.fit does not employ or in any way supervise or control the Providers providing care to you. The Sites organize information you submit on your medical status for use by your Provider and facilitate scheduling of medical examinations. While ideal.fit facilitates care coordination, ideal.fit does not engage in the practice of medicine or provide medical advice or care. The content of the Sites and the Services, including without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind by ideal.fit. You should always seek the advice of your qualified health care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions.

The Practices’ Role

The Practices’ Providers deliver clinical services online. Providers are independently contracted or employed by the Practices and use the Sites as a way to coordinate access for you. ideal.fit is not responsible for the quality and appropriateness of the care the Providers render to you. You are ultimately responsible for choosing your particular Provider, and the doctor-patient relationship is between you and the Provider you ultimately select. Your interactions with the Providers via telehealth are not intended to replace your relationship of your other health care practitioners or primary care physician. Neither ideal.fit, nor any of its subsidiaries or affiliates or any third party who may promote the Sites or the Services, shall be liable for any professional advice obtained from a Provider via telehealth, or any information obtained on the Sites.

Not for Emergencies

The Sites and the Services are not intended for medical emergencies or urgent situations. You should not disregard or delay to seek medical advice based on anything that appears or does not appear on the Sites. If you believe you have an emergency, call 9-1-1 immediately. You should seek emergency help or follow up care when recommended by a Provider or when otherwise needed. Always seek the advice of a physician or other qualified health care provider concerning questions you have regarding a medical condition and before stopping, starting, or modifying any treatment or modification.

Insurance

ideal.fit and the Practices currently do not currently accept payment from federal and state health care programs, such as Medicare and Medicaid, for the Services. By agreeing to use the Services, you acknowledge and agree that you will pay directly for any Services provided to you, and neither ideal.fit, the Practices, nor the Provider will bill any insurance, including federal or state health care programs, for such Services.

Availability of Services

ideal.fit and the Practices operate subject to state and federal regulations, and the Services may not be available in your state. You represent that you are not a person barred from enrolling for and/or receiving the Services under the laws of the United States or other applicable jurisdictions in which you may be located. Access to and use of the Sites and/or the Services is limited exclusively to users located in states within the United States where the Services are available. Accessing the Sites or Services from jurisdictions where content is illegal, or where we do not offer Services, is prohibited.

Telehealth

Your use of the Site and the Services involves telehealth, which consists of the interactive communication between a patient and provider who are not in the same physical location, for the delivery of health care via electronic means. Please review our Consent to Telehealth for more details, including a description of the risks and benefits associated with the use of telehealth. The Consent to Telehealth constitutes a part of these Terms of Service and is hereby incorporated by reference.

4. Your Conduct and Responsibilities

In your use of the Sites or the Services, you may submit, upload, post, or transmit to us or the Practices content, including without limitation text, photos, audio, code, instructions, requests, ideas, suggestions, comments, forms and agreements, files, videos, images, and other materials (collectively, “User Information”). You agree not to provide any User Information that:

• contains sexually explicit content that is pornographic, obscene, harmful to minors, or constitutes violations of child pornography or child sexual exploitation laws.
• denigrates any ethnic, racial, sexual, or religious group by stereotypical depiction or otherwise.
• exploits images or the likeness of any individual other than yourself (except where you have obtained express permission from such other individual(s)).
• makes use of offensive language or images.
• Promote physical harm against any individual or group or characterize violence as acceptable, glamorous, or desirable.
• provides instructional information about illegal activities; and/or
• contains or transmits any virus or other programming routines that may detrimentally interfere with computer systems or data. 

You agree not to contact other Sites users through unsolicited e-mail, telephone calls, mailings, or any other method of communication. You represent and warrant to that you have the full right and power to enter into and perform these Terms of Service and the right to provide all User Information for use as set forth herein. You may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Sites, deep-link to any feature or content on the Sites, bypass our robot exclusion headers, or other measures we may use to prevent or restrict access to the Sites.

Additionally, you agree not to, without limitation:

• use any content or information available on the Sites or through the Services for unauthorised purposes.
• interfere with or damage the Sites or servers or networks connected to the Sites or disobey any requirements, procedures, policies, or regulations of networks connected to the Sites, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing of electronic mail address information, or similar methods or technology.
• upload, post, e-mail, or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware or telecommunications equipment.
• upload, post, e-mail, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation.
• upload, post, e-mail, or otherwise transmit any User Information that you do not have a right to transmit under any law or under contractual or fiduciary relationships.
• impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity.
• attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code, information on, or received by the Sites.
• harvest or collect Personal Information (as defined in the Privacy Policy) about any other individual who uses the Sites or the Services.
• infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or another proprietary, publicity, or privacy rights of any party, including, but not limited to, such rights of third parties; and
• assist any third party in engaging in any activity prohibited by these Terms of Service.

You represent, warrant, and agree to comply with the above acceptable use requirements. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of User Information or related materials from the Sites and termination of your Account.

5. Electronic Communications

When you use the Sites or Services or send e-mails, messages, and other communications from your desktop or mobile device, you communicate with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. ideal.fit, and the Practices may contact you by telephone, mail, text, or email to verify your Account information. ideal.fit and the Practices may request further information from you, and you agree to provide such further information to ensure that you have not fraudulently created your Account. If you do not provide this information in the manner requested within 14 days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of the Sites and the Services until you provide the information to us as requested.

6. Ownership and Copyright

Copyrights, trademark rights, database rights, design rights, and any and all other intellectual property and other rights relating to the Sites, the Services, and any information or documents offered by ideal.fit and/or the Sites existing now or in the future, including but not limited to computer programs, source and object code, documentation, software graphics, text, images, designs, videos, sound, illustrations, animations, databases, logos, domain names, trade names and trade identities (collectively, the “Materials”), are the property of ideal.fit or the Practices. All elements of the Sites, including without limitation the general design and the Materials, are protected by trade dress, copyright, moral rights, trademark, and other laws relating to intellectual property rights. The Sites, the Services, and the Materials may only be used for the intended purpose for they are being made available.

Images of people or places displayed on the Sites are either the property of, or used with permission by, ideal.fit. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms of Service or specific permission provided elsewhere on the Sites. Any unauthorized use of the images may violate copyright, trademark, and the laws of privacy and publicity and communications regulations and statutes. 

A single copy of the Materials may be downloaded or otherwise copied from the Sites for non-commercial personal use only, provided that all copyright and other proprietary notices are kept intact. Any further copying, reproduction, publication, posting, transmission, or distribution of any part of the Materials in any way is prohibited. Except as provided herein, no license or right, express or implied, is granted to any person under any intellectual property right. Except as authorized under copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available through the Sites. Modification of the Materials or use of the Materials for any other purpose is a violation of ideal.fit’s or the Practices’ copyright and other proprietary rights. ideal.fit neither warrants nor represents that your use of the Materials will not infringe the rights of third parties not owned by or affiliated with ideal.fit or the Practices.

Digital Millennium Copyright Act

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that content appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that content posted on the Sites infringes your copyright, you (or your agent) may send ideal.fit a “Notification of Claimed Infringement” requesting that the content be removed, or access to it blocked. The notice must include the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed.
• Identification of the copyrighted work alleged to have been infringed (or if a single notification, a representative list of such works, covers multiple copyrighted works located on the Sites).
• Identification of the specific material alleged to be infringing or the subject of infringing activity and information reasonably sufficient to allow ideal.fit to locate the material on the Sites.
• Your name, address, telephone number, and email address (if available).
• A statement that you have a good faith belief that use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send ideal.fit a counter-notice.

Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; click here for details. Notices and counter-notices with respect to the Sites should be sent to [email protected]. Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice, as there are penalties for false claims under the DMCA.

7. Accuracy of Information and Functionality

Although ideal.fit attempts to ensure the integrity and accuracy of the Services descriptions, the Materials, and other content on the Sites; it makes no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Sites, the Services descriptions, the Materials, and other content on the Sites. It is possible that the Sites could include typographical errors, inaccuracies or other errors and that unauthorized additions, deletions, and alterations could be made to the Sites by third parties. Materials contained on the Sites may be changed or updated without notice. Additionally, ideal.fit shall have no responsibility or liability for information or content posted to the Sites from any third party not affiliated with ideal.fit. We may at our discretion withdraw, suspend, or discontinue any functionality or feature of the Sites or the Services, among other things. We are not responsible for transmission errors, corruption, or compromise of information from local or interchange telecommunications carriers. We reserve the right to maintain, delete, or destroy all communications or information posted or uploaded to the Sites in accordance with our internal record retention and/or destruction policies.

8. Links to Other Websites

The Sites may allow connectivity (e.g., via links or references) through websites, platforms, and applications maintained by third parties such as Facebook and Twitter over whom we have no control. Any content you provide through those third-party websites is subject to the terms and conditions of those websites. Inclusion of any link to such third-party websites does not imply an endorsement or recommendation by ideal.fit. ideal.fit makes no representations or warranties of any kind as to the accuracy, currency, or completeness of any information contained in such websites. It shall have no liability for any damages or injuries of any kind arising from such content or information. If you decide to access any third-party websites linked to the Sites, you do so at your own risk.

9. User Information

You understand and agree that any User Information you provide through the Sites or the Services, whether by direct entry, submission, phone, text, chat, email or otherwise, including, but not limited to, data, questions, comments, or suggestions, will be treated as non-confidential and non-proprietary. By submitting, posting, or displaying User Information, you give ideal.fit, the Practices, their sub-licensees, successors, and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any User Information that you submit, post, or display on or through the Sites or the Services, to the extent permitted by applicable privacy laws.

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

10. Disclaimer of Warranties

You expressly acknowledge and agree that: (1) your use of the sites or the services is at your sole risk. The sites and the services are provided on an “as is” and “as available” basis. To the fullest extent allowed by law, ideal.fit expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement; (2) ideal.fit makes no warranty that (a) the sites or the services will meet your requirements; (b) the sites or the services will be uninterrupted, timely, unfailingly secure, or error-free; (c) the results that may be obtained from the use of the sites or the services will be accurate or reliable; (d) the quality of any products, services, information, or other material purchased or obtained by you through the sites or the services will meet your expectations and (e) any errors in the sites will be corrected; (3) any material downloaded or otherwise obtained through the use of the sites or the services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download or use of any such material; (4) no advice or information, whether oral or written, obtained by you from ideal.fit or through or from the sites or the services shall create any warranty not expressly stated in the terms; and (5) you should always use caution when giving out any personal information about yourself or those for whom you have legal authority. Specifically, ideal.fit makes no warranties or representations of any kind, express, statutory or implied as to: (i) the availability of electronic or telecommunication services and access to the electronic or telecommunication services at any time or from any location; (ii) any loss, damage, or another security intrusion of the electronic or telecommunication services; and (iii) any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the electronic or telecommunication services. Ideal.fit does not control or endorse any actions resulting from your participation in the services and is therefore ideal.fit specifically disclaims any liability with regard to any actions resulting from your participation in or use of the services. Further, please note that no advice or information obtained by you from our personnel or through the sites shall create any warranty not expressly provided for in these terms of use.

11. Limitation of liability regarding the use of the sites

Except as provided by law, and without limitation:

You expressly acknowledge and agree to that ideal.fit shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses (even if ideal.fit has been advised of the possibility of such damages), resulting from (a) the use or the inability to use the services; (b) any action you take based on the information you receive in, through, or from the sites or the services, (c) your failure to keep your password or account details secure and confidential, (d) the cost of procurement of substitute services; (e) the unauthorized access to or alteration of your transmissions or data; (f) the improper authorization for the services by someone claiming such authority; or (g) statements or conduct of any third party on the sites or with respect to the services.

12. No Third-Party Rights

Unless expressly stated in these Terms of Service to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you, ideal.fit, the Practices, the Providers, their respective affiliates, successors, and assigns. Nothing in these Terms of Service is intended to relieve or discharge the obligation or liability of any third person to you, ideal.fit, the Practices, the Providers and their respective affiliates, successors, and assigns, nor shall any provision give any third parties any right of subrogation or action against you, ideal.fit, the Practices, the Providers, their respective affiliates, successors, and assigns.

13. Assignment

You may not assign, transfer, or delegate these Terms of Service or any part thereof without ideal.fit’s prior written consent. ideal.fit may freely transfer, assign, or delegate all or any part of these Terms of Service and any rights or duties hereunder or thereunder. These Terms of Service will be binding upon and inure to the benefit of the heirs, successors, and permitted assigns of the parties.

14. Dispute Resolution; Arbitration

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Missouri, excluding its conflict of law rules.

Any controversy or claim arising from or relating to these Terms of Service, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules by a sole arbitrator. The parties hereto shall endeavor to agree upon the arbitrator. If they fail to do so within twenty-one (21) days of the commencement of the Arbitration, the appointment shall be made by the AAA in accordance with the Commercial Arbitration Rules. The place, or legal seat of arbitration, shall be St. Louis; Missouri, and the language of the arbitration shall be English.

You may only bring claims in your individual capacity on your own behalf and not in any representative capacity or on behalf of any class or purported class. No arbitration you commence hereunder may be joined with or include any claims by any other persons. Each party shall bear its own arbitration filing fees.

The arbitrator shall issue a reasoned award and shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award.

15. Force Majeure

We will not be deemed to be in breach of these terms or liable for any breach of these Terms of Service or our Privacy Policy due to any event or occurrence beyond our reasonable control, including, without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, pandemics/epidemics, or other disasters.

16. Indemnification

You agree to defend, indemnify, and hold harmless ideal.fit, the Practices, the Providers, and any affiliates from and against any and all rights, demands, losses, liabilities, judgments, fines, interest, penalties, damages, claims, expenses, causes of action, actions, suits (no matter whether at law or equity), fees, and costs, (including, without limitation, attorneys’ fees and fees of other professional advisors) arising directly or indirectly out of or in connection with: (a) your use or misuse of the Sites, the Services, the Materials, or any information posted on the Sites; (b) your breach of these Terms of Service or the Privacy Policy; (c) the content or subject matter of any information (including without limitation User Information) you provide to ideal.fit, the Practices, or any Provider or customer service agent; (d) any negligent or wrongful act or omission by you in your use or misuse of the Sites, the Services, the Materials, or any information on the Sites, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct; and/or (e) your failure to comply with any applicable laws or regulations.

17. Termination, Modification, and Other General Terms

ideal.fit reserves the right, in its sole discretion, to terminate your access to all or part of the Sites and terminate your Account, with or without cause, and with or without notice. Unless otherwise stated, any other rules, restrictions, guidelines, and terms and conditions that may be posted or made available in connection with a particular feature of the Sites or the Services are incorporated by this reference into these Terms of Service.

ideal.fit reserves the right to modify these Terms of Service from time to time in its sole discretion, effective upon posting. In the event of such changes, we will post the changes on the Sites and/or notify you via email. Any use of the Sites or the Services after such changes will be deemed an acceptance of those changes. You should periodically visit this page to review the current Terms of Service, so you are aware of any such revisions to which you are bound.

These Terms of Service constitute the entire agreement between ideal.fit and you pertaining to the subject matter hereof. In its sole discretion, certain provisions of these Terms of Service may be superseded by expressly designated legal notices or terms located on particular pages within the Sites, or agreements between you and the Practices.

If any provision of these Terms of Service shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.

Your use of the Sites or the Services is independent of ideal.fit and not as an employee, agent, partner, or joint venturer with ideal.fit for any purpose. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default.

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