Terms of Service

Introduction

VybeRX and its respective affiliates (collectively, “VybeRX,” “we,” “us,” or “our”) own and operate the websites located at vyberx.co and app.vyberx.co (collectively, the “Websites,” and collectively with any affiliated mobile application (the “App”), the “Sites”). The Sites are intended to facilitate the provision of the Services to registered users. The “Services” may include: (i) providing individuals with information on health care and wellness (“Content”); (ii) providing individuals with pharmacy services; (iii) providing individuals with access to technology-oriented tools for smoking cessation; (iv) development and gathering of health care records and health care information, with retention of the same for use in health care provider appointments, communications, and pharmacy services; (v) administrative support in connection with scheduling, payment for health care provider services, and payment for pharmacy services; and (vi) telecommunications support for using the Services as a means of direct access to health care providers provided by Beluga Health, P.A. and similar affiliated professional entities for communication, consultations, assessments, and treatment by such health care organizations and their providers.

These terms and conditions of use (“Terms of Use”) describe your rights and responsibilities with regard to the VybeRX Sites that you may use to receive Services. Your access to and use of the Sites is subject to these Terms of Use, our Privacy Policy, and all applicable laws and regulations. In these Terms of Use, “you” and “yours” refer to the person using the Services. Even though you may have arrived at the Sites through a website or mobile application operated or controlled by a third party, including an affiliate of VybeRX, you understand and agree that these Terms of Use are entered into between you and VybeRX.

If you do not accept and agree to be bound by these Terms of Use, you are not authorized to access or otherwise use the Sites, Services, or any information or Content provided through the Sites or Services. The Sites and Services are continually under development, and VybeRX reserves the right to review or remove any part of these Terms of Use in its sole discretion at any time and without prior notice to you. You should check these Terms of Use from time to time when you use the Sites or Services to determine whether changes have been made. Any changes are effective upon posting to the Sites. Unless otherwise indicated, new Content added to the Services is also subject to these Terms of Use upon posting. If you disagree with these Terms of Use, your sole and exclusive remedy is to discontinue your use of the Sites and Services. Your continued use after a change has been posted constitutes your acceptance of the changes.

Use of these terms is accepting use of Bask Health Inc.’s platform and its applicable privacy policy located on the Bask Health websites at bask.health and bask.bio.

Availability

Certain Services are currently available only to individuals located in certain states.

Eligibility

To qualify to use the Services, all of the following must be true:

• You are age 18 or over.
• You are located in a state where we operate, depending on the type of Services.
• You agree to be legally bound by and comply with these Terms of Use.

You understand and agree that satisfying these requirements does not guarantee that you will receive Services through VybeRX. In addition, VybeRX and certain affiliated professional entities reserve the right to change or include new requirements as deemed appropriate in their sole discretion without prior notice.

Requirements for use

You must have compatible computing and/or mobile devices, access to the Internet, and certain necessary software to use the Sites. Fees and charges may apply to your use of mobile services and the Internet.

Special consent to telehealth services

Telemedicine involves the delivery of health care services using electronic communications, information technology, or other means between a health care provider and a patient who are not in the same physical location. Telemedicine may be used for diagnosis, treatment, follow-up, and related patient education and may include, but is not limited to:

• Electronic transmission of medical records, photo images, personal health information, or other data between a patient and health care provider;
• Interactions between a patient and health care provider via audio, video, and/or data communications; and
• Use of output data from medical devices, sound, and video files.

The electronic systems used in the Services will incorporate network and software security protocols to protect the privacy and security of health information and imaging data and will include measures to safeguard data integrity against intentional or unintentional corruption.

Please see the Consent to Telehealth available on the Sites for a description of the risks and benefits of telemedicine. The Consent to Telehealth is incorporated into these Terms of Use by reference and constitutes part of these Terms of Use.

Privacy policy

VybeRX understands the importance of confidentiality and privacy regarding your health information. Please see: (1) our Privacy Policy for a description of how we may collect and use your personal information; and (2) the VybeRX Professionals Notice of Privacy Practices applicable to Beluga Health, P.A. and similar affiliated professional entities for a description of how these entities may use and disclose your medical information and how you may access that information. The Privacy Policy and VybeRX Professionals Notice of Privacy Practices are incorporated into these Terms of Use by reference and constitute part of these Terms of Use.

Your relationship with VybeRX

VybeRX does not provide medical services, including via the Sites and Services. Rather, VybeRX provides a technology platform for you to access a health care provider employed or contracted with Beluga Health, P.A. or similar affiliated professional entities and to obtain access to additional information, which you may or may not choose to use in planning your health care and wellness. The health and wellness resources made available through our Services are not a substitute for direct in-person health care services in all cases. The decision to focus on diagnosis, treatment recommendations, or both rests with you and the health care provider. You understand that by coordinating and, in certain cases, consulting with a Beluga Health, P.A. or affiliate health care provider through the Services, you are not entering into a provider-patient relationship with VybeRX.

By accepting these Terms of Use, you agree and consent to VybeRX, VybeRX affiliates, or health care providers sending you disclosures, notices, messages, reports, and other communications. It is your responsibility to monitor these communications. You acknowledge and agree that you will not hold us or any VybeRX affiliate liable for any loss, injury, or claim resulting from your failure to read these communications or comply with treatment recommendations contained in them.

Communications by text message and email

By opting in to receive text (SMS) messages from VybeRX or by sending VybeRX an initial text message (an “SMS Enrollment”), you consent to receiving text messages regarding your VybeRX account and use of the Sites and Services. These messages may include order confirmations, shipping notifications, messages from your health care provider, other transactional messages, and promotional or marketing notifications to the extent you have opted in to receive them.

With your SMS Enrollment, you represent and understand that: (1) you are the owner or authorized user of the mobile device used to initiate the SMS Enrollment; (2) you are authorized to approve applicable charges in connection with messages sent to and received from VybeRX; (3) you are responsible for all messaging and data charges that may apply; and (4) neither VybeRX nor your or VybeRX’s mobile carriers will be liable for delayed or undelivered messages.

Access to the Services and Sites is not conditioned on consent to receive marketing or promotional text messages. You may opt out of a VybeRX SMS service at any time by texting “STOP” to a message received from the subscribed mobile device. We may send one final message confirming that you have been unsubscribed. If you have opted in to more than one type of message, you must opt out of each SMS service separately. Until then, you may continue to receive message types from which you have not unsubscribed.

VybeRX takes your privacy and the security of health and other sensitive information seriously, but transmission over the Internet and mobile networks is not 100% secure. Text messages and emails sent to or received from VybeRX are not encrypted and may be intercepted by third parties. If you choose to send or receive health or other sensitive information by text or email, you do so at your own risk. By initiating an SMS Enrollment, you consent to sending and receiving unencrypted messages. Likewise, by emailing VybeRX or providing your email address, you consent to receiving unencrypted email messages from VybeRX.

If you experience issues with VybeRX’s text messaging or email services, or have concerns about sending or receiving sensitive information through text or email, contact us at support@vyberx.co. Questions specific to your text or data plan should be directed to your wireless provider.

Consultative service

In some cases, a Beluga Health, P.A. or affiliated health care provider may use the Services to provide advice or treatment to you. A provider consulting through the Services may not have the benefit of information obtained by examining you in person and observing your physical condition. Therefore, the provider may not be aware of facts or information that may affect an opinion regarding a potential diagnosis or treatment recommendation. To reduce this risk, VybeRX strongly encourages you to provide all relevant information and discuss all diagnosis and treatment options with a health care provider. A provider utilizing VybeRX may also be limited by state law in prescribing certain medications without first conducting an in-person physical examination.

By deciding to engage the Services, you acknowledge that you are aware of and assume the risk of these limitations. You agree and accept that: (i) any diagnosis you receive is limited and, in some cases, provisional; (ii) the health care services are not intended in all cases to replace a full medical evaluation or in-person visit; (iii) a provider acting through the Services may not have important information usually obtained through a hands-on physical examination; and (iv) the absence of a physical examination may affect the provider’s ability to diagnose a potential condition, disease, or injury.

For more information regarding health care services offered by providers utilizing the Services, visit vyberx.co.

Site content

Except for specific communications received from Beluga Health, P.A. or affiliate health care organizations and providers, none of the Content you receive through the Sites should be considered medical advice.

Registration and user accounts

Although certain parts of the Sites are accessible by any individual, you must register with VybeRX to access the Services. The Services are available only to users registered with VybeRX and other persons affiliated with VybeRX who have been granted accounts with usernames and passwords (“Secure Users”). If you are a Secure User, you agree to provide accurate, complete, and correct information and accurately maintain and update information you have provided. If you do not maintain such information, or VybeRX has reasonable grounds to suspect as much, VybeRX may suspend or terminate your account and use of the Services. You also agree to immediately notify VybeRX of unauthorized use of your username or password, or another security breach involving the Services, by emailing support@vyberx.co. VybeRX may take any actions it deems necessary or reasonable to maintain the security of the Sites, Services, and your account.

You agree to keep your username and password confidential and exit your account at the end of each session. You are responsible for all activities under your account and for maintaining password confidentiality. You are responsible for promptly changing your password if you believe it has been compromised. You may not transfer or share your password, create more than one account, or use another person’s account. VybeRX disclaims liability for losses and damages arising from failure to comply with this section. You acknowledge that: (1) all or part of the Sites may be inaccessible at any time, for any period, or for any reason; and (2) VybeRX will not be liable if all or part of the Sites are unavailable.

“Jailbreaking” the mobile operating system

The App is intended for use only on a mobile phone running an unmodified, manufacturer-approved operating system. Using the App on a phone with a modified operating system may undermine security features intended to protect your protected health information from unauthorized or unintended disclosure. As a result, you may compromise your protected health information if you use the App on a modified phone. Such use is a material breach of these Terms of Use.

Access rights and prohibited use

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

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

1. Impersonate a person or entity or misrepresent your affiliation with a person or entity;
2. Use the Sites or Services to violate local, state, national, or international law;
3. Reverse engineer, disassemble, decompile, or translate software or other components of the Sites;
4. Distribute, input, upload, transmit, run, or propagate a virus, application, Trojan horse, or other harmful computer code that could damage or alter a computer, portable device, network, data, Site, system, device, or property;
5. Access or use the Sites in a manner or for a purpose that infringes, misappropriates, or otherwise violates an intellectual property or other right of a third party;
6. License, sublicense, sell, resell, transfer, assign, distribute, commercially exploit, or make available to a third party the Sites, Services, or related materials;
7. Use or access the Sites to create or develop competing products or services or for another purpose detrimental or commercially disadvantageous to VybeRX;
8. Take action or use the Sites in a manner that could damage, destroy, disrupt, disable, impair, overburden, interfere with, impede, or harm the Sites or Content;
9. Disrupt, interfere with, violate the security of, or attempt unauthorized access to the Sites or a computer network;
10. Bypass, breach, avoid, remove, deactivate, impair, descramble, or circumvent a security device, protection, or technological measure implemented by VybeRX or a service provider;
11. Remove, delete, alter, or obscure trademarks, specifications, warranties, disclaimers, or copyright, trademark, patent, intellectual property, or proprietary rights notices;
12. Use a manual process or automated device to monitor or copy Content for an unauthorized purpose;
13. Copy, duplicate, download, store, publish, transmit, reproduce, transfer, distribute, disseminate, aggregate, use as a component or basis for a database, or otherwise use data, text, reports, or materials related to VybeRX or third-party Content from the Sites;
14. Otherwise use the Sites beyond the scope of use granted above; or
15. Encourage or enable another individual to do any of the foregoing.

Ownership of information submitted via the Sites

Except for personal data or information submitted by you and maintained under our Privacy Policy, which may be governed by the Health Insurance Portability and Accountability Act of 1996 and related regulations and amendments (“HIPAA”) or state-specific privacy laws and regulations, you understand and agree that information you provide to VybeRX on or through the Sites or Services—whether by direct entry, submission, email, or otherwise, including data, questions, comments, forum communications, or suggestions—will be treated as non-confidential and non-proprietary and will become the property of VybeRX and/or (i) Beluga Health, P.A., (ii) similar affiliated professional entities, or (iii) individual health providers utilizing the Services.

Such information may be used for any purpose, including reproduction, solicitation, disclosure, transmission, publication, broadcast, and posting. VybeRX may use ideas, concepts, know-how, or techniques contained in communications you send via the Services or by other means for any purpose, including developing and marketing products using such information.

For personal data or information subject to the foregoing exception, and to the extent permitted by law, you: (1) understand and agree that information you provide may be used, copied, or displayed by VybeRX; that VybeRX may create derivative works of such data; and that VybeRX may provide such data to service providers, successors and assigns, Pennsylvania Medical, P.C. and affiliated health care providers, and their affiliated professional entities in performance of their services; and (2) grant VybeRX, our service providers, successors and assigns, Beluga Health, P.A. and affiliated health care providers, and their affiliated professional entities a fully transferable and sublicensable right and license to use, reproduce, modify, analyze, perform, display, distribute, and disclose to third parties data or information submitted through the Sites for providing services to you; conducting research or analyses; and designing, developing, implementing, modifying, or improving current or future VybeRX features, products, and services using such data.

Ownership of Site content

As between VybeRX and you, VybeRX is the sole and exclusive owner of all right, title, and interest in and to the Sites and their content, features, and functionality—including information, software, text, displays, images, video, audio, design, selection, arrangement, and look and feel—other Content, all intellectual property rights therein, and suggestions, ideas, or feedback provided by you. You may not reproduce, publish, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell, participate in a sale of, or otherwise exploit any material on the Sites except as generally and ordinarily permitted through the Sites under these Terms of Use. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Sites or Content will be owned solely and exclusively by VybeRX or its licensors, including all intellectual property rights therein. You may not access or use any part of the Sites or Content for commercial purposes.

Trademarks

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

Links to third-party hyperlinks and websites

The Sites may contain hyperlinks or references to websites operated by third parties (“Linked Sites”). Linked Sites may not be under our control; therefore, we are not responsible for information, products, services, or content described thereon, including links within a Linked Site or changes or updates to it. Linked Sites are provided only as a convenience, and inclusion of a link does not necessarily imply endorsement or association with its operators. Your use of Linked Sites is at your own risk, and we are not liable, directly or indirectly, for content, errors, damage, or loss caused by or in connection with use of or reliance on information contained in or provided to Linked Sites.

You may have arrived at the Sites through a Linked Site, including one controlled by a parent, subsidiary, or affiliate of VybeRX. You understand and agree that we are not responsible for information, products, or services described on those Linked Sites and that only these Terms of Use apply to your use of or access to the Sites.

Termination

These Terms of Use remain in full force and effect while you access or use the Sites or Services. You may terminate them at any time by discontinuing use. Your permission to use the Sites automatically terminates if you violate these Terms of Use.

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

Subject to applicable law, VybeRX reserves the right to maintain, delete, or destroy communications and materials posted or uploaded to the Sites under its internal record-retention or content-destruction policies. After termination, VybeRX has no further obligation to provide the Services, except to the extent an affiliated professional entity is obligated to provide access to health records or continuing care under applicable legal, ethical, and professional obligations. If your use is terminated, you agree not to attempt to use the Services in any way. If you violate this restriction, you agree to indemnify and hold VybeRX harmless from resulting liability.

Disclaimer of warranties

Limitation of liability

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

Indemnification

You agree to indemnify, defend, and hold harmless VybeRX, its affiliates (including all affiliated professional entities), subsidiaries, and their directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys from and against third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses—including reasonable attorneys’ fees, litigation expenses, and accounting fees—relating to or arising from, or alleged to arise from, your unauthorized use of materials or features available on the Sites, fraud, violation of law, willful misconduct, or breach of these Terms of Use.

Modifications to the Sites

VybeRX reserves the right at any time and for any reason to modify or temporarily or permanently discontinue the Sites or Services, or any portion thereof, with or without notice. You agree that VybeRX is not liable to you or a third party for any modification, suspension, or discontinuance.

Pharmacy services

If you receive a prescription as a result of the Services, you may select VybeRX or one of our partner pharmacies (collectively, the “VybeRX Pharmacy Network”) to ship your prescription. You consent to our sending and disclosing to the Bask Pharmacy Network information provided by you, health care records, other applicable health care information, and personal information such as your name, location, and demographic information so that you may receive pharmacy services.

Packaging and fulfillment restrictions

If you use the Bask Pharmacy Network to fulfill prescriptions provided by health care providers through the Services, you acknowledge that your medication, if approved, will not be shipped in child-resistant packaging and that you must keep it out of the reach of children.

Payment

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

You understand and agree that you are responsible for all fees due to receive health care and pharmacy services, including fees charged by health care organizations or providers. Payments to VybeRX may include fees charged by health care organizations or providers for health care or pharmacy services that VybeRX collects on their behalf. Services not made available through the Services are not included in payments collected by VybeRX, and you may be charged separately by applicable providers. If your credit card expires or VybeRX, our affiliates, or third-party payment processors cannot process payment, you may receive notice to provide an alternative payment method. VybeRX and the health care organizations and providers have no obligation to provide health care or pharmacy services until full payment has been received or verified.

Special notice to Medicare and Medicaid beneficiaries

Federal and state health care programs such as Medicare and Medicaid do not pay for all health care costs, even for some services and products you or your provider have good reason to think you need. If you are a beneficiary of such a program and it does not pay for services or products rendered to you, you may have to pay for them. As we understand it, neither federal nor state health care programs currently pay for medical services or products made available through the Services and performed by affiliated organizations or providers, at least not in the way they are provided through telemedicine and bundled treatment offerings. By using the Services, you acknowledge and agree that: (1) you will pay directly for medical services and products provided to you; and (2) neither VybeRX nor an affiliated health care organization or provider will bill a federal or state health care program for such services or products.

Testosterone Health Program terms and conditions

This section describes additional terms applicable to participation in the Testosterone Health Program (the “Program”) offered through VybeRX and affiliated professional entities providing services on the VybeRX platform. The Program is designed to provide routine and necessary services for management of low testosterone in biological males caused by secondary hypogonadism. It is a membership-based service through which eligible members may obtain limited medical care, including at-home phlebotomy, medication at the discretion of the member’s provider, and pharmacy services for a recurring monthly payment. The Program is not health insurance or a substitute for health insurance, does not meet an individual health insurance mandate under federal or state law, and cannot replace in-person provider relationships. You should keep existing health insurance coverage or obtain coverage if you do not currently have it.

Eligibility limitations applicable to the Program

Except in New York, Florida, and Illinois, to be eligible for the Program you must have a commercial health insurance benefits plan, including an employer-provided plan, that may be billed for laboratory services. See “Laboratory testing services not included” below. You understand that affiliated professional entities, health care professionals practicing on the Bask platform, and pharmacies in the Bask Pharmacy Network will not bill your health insurance plan for health care and pharmacy services and products received as part of the Program and that these may not be eligible for reimbursement. You are responsible for all fees consistent with the Payment and Special Notice to Medicare and Medicaid Beneficiaries sections above.

Onboarding and diagnosis

To participate, you must be evaluated by a doctor or nurse practitioner on the VybeRX platform and, in that provider’s professional judgment, meet the clinical criteria for participation. You must complete an initial onboarding telehealth medical assessment (the “Diagnosis Online Visit”) and obtain laboratory blood testing to measure key physiological indicators, including serum testosterone levels. If, after review of the laboratory results and the Diagnosis Online Visit, your provider determines that you are a good candidate, the provider may initiate treatment by writing a prescription.

Even if you do not meet clinical criteria, you are responsible for the cost of the Diagnosis Online Visit and laboratory testing ordered by your provider, and those costs are not included in the Membership Fee.

Membership and Additional Services

Your membership (“Membership”), including access to Membership Services and the obligation to pay Membership Fees, begins when your provider communicates your care plan and the risks and benefits of treatment and you acknowledge them and elect to proceed.

The Program includes:

• 12 months of Membership;
• Up to eight discrete medical consults per year with your VybeRX-affiliated health care provider, scheduled according to your personalized care plan;
• Provider services required to order and interpret up to eight lab panels per year, excluding the cost of laboratory tests;
• Up to eight at-home blood draws;
• Secure messaging with your VybeRX-affiliated provider between discrete medical consults; and
• Fulfillment of prescription medication for treatment of low testosterone, as prescribed, if you choose the VybeRX Pharmacy Network, with free two-day shipping.

In certain cases, you or your provider may request medical consults, laboratory tests, or other services beyond the Membership Services (“Additional Services”). You will be charged a separate “Additional Services Fee” for each medical consult after the eighth, each at-home blood draw after the eighth, and each lab result interpretation after the eighth. The Additional Services Fee is $15.00 for each additional consult or lab-result interpretation and $125.00 for each additional at-home blood draw. You agree that Additional Services Fees may be charged to your payment card or PayPal account on file within seven days of the date the Additional Services are rendered.

Membership Services may change from time to time. You will be given 30 days’ notice of a change. You may accept revised Membership Services by continuing in the Program or reject them by terminating your Membership.

At-home phlebotomy services

To participate in the Program, you must periodically obtain medically necessary laboratory bloodwork. As part of Membership Services, you will receive up to eight at-home blood draws from our partner mobile phlebotomy provider. You agree to receive at-home phlebotomy services from that partner for laboratory testing required by your VybeRX-affiliated provider as part of the Program.

Laboratory testing services not included

Your blood sample, once collected by our mobile phlebotomy partner, will be processed and tested by Quest Diagnostics. Your Membership Fee does not include the cost of laboratory services provided by Quest, and VybeRX is not responsible for those costs. Quest determines its charges and may bill you directly for amounts you owe under your agreement with Quest. Your payment arrangement with Quest is not governed by these Terms of Use. Contact Quest directly for pricing and payment information.

Payment of Membership Fee

You will have an opportunity to review and agree to the cost of Membership (the “Membership Fee”) during checkout as part of the Diagnosis Online Visit. Once participation begins, your Membership Fee will be automatically charged to your payment card or PayPal account on file on a recurring monthly basis, approximately every 28 to 30 days, until canceled. The initial payment is due on the day Membership begins. Once paid, the Membership Fee is non-refundable. You may cancel at any time by emailing support@vyberx.co or logging into your Secure User account.

If you choose to fill your prescription at a local pharmacy, the Membership Fee will not include medication and pharmacy fulfillment. If you transfer a prescription from a local pharmacy to the VybeRX Pharmacy Network, the cost of medication and fulfillment will be added to your Membership Fee at the beginning of the next billing cycle. You may transfer a prescription to a local pharmacy or the Bask Pharmacy Network at any time by emailing support@vyberx.co.

Canceling your Membership

You may cancel your Membership at any time by emailing support@vyberx.co or logging into your Secure User account. Membership Fees paid before the date of cancellation are non-refundable.

Delaying your Membership

You may delay your billing date by logging into your Secure User account or emailing support@vyberx.co. When you delay, you will not be charged a Membership Fee until the end of the selected delay period. During that period, you will not be eligible for Membership Services except that you may message your VybeRX-affiliated health care professional through the secure messaging application. Delaying could affect adherence to your treatment plan. At your provider’s discretion, you may need to be reevaluated and undergo additional laboratory testing before continuing treatment through a “Continuation Visit.” If you delay for a cumulative period of eight consecutive weeks or more without scheduling a Continuation Visit, your Membership may be canceled without notice.

Pausing your Membership

You may pause your Membership by turning off automatic payments and going “On-demand” through your Secure User account or by emailing support@vyberx.co. When On-demand, you will not be charged additional monthly Membership Fee payments until you initiate a charge by ordering a medication refill or turning automatic payments back on. You will receive Membership Services through the last day of the monthly billing cycle for which you paid. Thereafter, other than secure messaging with your VybeRX-affiliated professional, you will not be eligible for Membership Services until you initiate another charge. Going On-demand could affect adherence to your treatment plan. At your provider’s discretion, you may need a Continuation Visit before continuing treatment. If you remain On-demand for a cumulative period of eight consecutive weeks or more without scheduling a Continuation Visit, your Membership may be canceled without notice.

No Testosterone Replacement Therapy

The Program is not appropriate for patients seeking testosterone replacement therapy (“TRT”), such as testosterone patches, gels, injections, or pellets. Providers participating in the Program cannot prescribe TRT by telehealth. Contact your in-person provider to seek TRT options.

No representation, warranty, or guarantee of continued availability

Governing law; dispute resolution; arbitration; venue; severability

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

All parts of these Terms of Use apply to the maximum extent permitted by law. VybeRX and you agree that if a part cannot be enforced as written, it will be replaced with terms that most closely match its intent to the extent permitted by law. Invalidity of a part does not affect the validity and enforceability of remaining provisions. Section headings are for convenience only and have no force or effect.

Other terms

No waiver

No waiver by VybeRX of a term or condition is deemed a further or continuing waiver of that term or condition or a waiver of another term or condition. VybeRX’s failure to assert a right or provision does not constitute a waiver of that right or provision.

No agency relationship

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

Remedies

You agree that an actual or threatened violation by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause irreparable and unquantifiable harm. You agree that monetary damages would be inadequate and consent to our obtaining injunctive or equitable relief deemed necessary or appropriate. These remedies are in addition to other remedies available at law or in equity.

Assignment

You may not assign rights under these Terms of Use, and an attempt to do so is null and void. Beluga Health, P.A. and its affiliates may, in their individual discretion and without further consent or notice, transfer all contractual rights and obligations under these Terms of Use if some or all of VybeRX’s business is transferred to another entity by merger, asset sale, or otherwise.

Digital Millennium Copyright Act

VybeRX reserves the right to remove Content or other material or information available on or through the Sites at any time and for any reason. VybeRX otherwise complies with provisions of the Digital Millennium Copyright Act (“DMCA”) applicable to Internet service providers, 17 U.S.C. § 512, as amended, and responds to clear notices of alleged copyright infringement.

Notification of claimed copyright infringement

If you object to copyrighted Content or material made available on or through the Sites, submit a notification to our Designated Agent at support@vyberx.co.

A notification under 17 U.S.C. § 512(c) alleging copyright infringement must include:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right being infringed;
• Identification of the copyrighted work or other intellectual property claimed to have been infringed or, if multiple works are covered, a representative list;
• Identification of the Content or material claimed to be infringing and where it is located on the Sites;
• Information sufficient for VybeRX to contact you, such as your address, telephone number, and/or email address;
• A statement that you have a good-faith belief that the complained-of use is not authorized by the copyright owner, its agent, or the law; and
• A signed statement that the information in your notice is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on the owner’s behalf.

Asynchronous Telemedicine Informed Consent

Thank you for choosing Beluga Health, P.A. (“Beluga”). You are viewing this consent because you elected to engage in asynchronous telemedicine visits with a Beluga health care practitioner. Your practitioner is a board-certified physician licensed in your state.

What is telemedicine?

Telemedicine is the delivery of health care services, including examination, consultation, diagnosis, and treatment, through electronic communication technologies when you and the practitioner are in different locations. Beluga allows you to receive treatment without traveling to another location or scheduling a separate appointment and helps you avoid wait times that might otherwise occur during an in-person visit.

What is asynchronous telemedicine?

Asynchronous telemedicine is one way to deliver telemedicine. Asynchronous communication is often called “store-and-forward” communication, where participants submit and collect data at different times. An example is a telemedicine encounter involving photos, video, or other communications sent by email or text message. “Asynchronous” means “not occurring at the same time” and differs from “synchronous” telemedicine, which generally includes real-time visits by audio or video, such as live calls or video conferences. Practitioners may use asynchronous telemedicine to aid diagnosis and medical consultation when live communication or face-to-face contact is not possible or necessary.

Beluga’s platform (the “Platform”) allows: (1) text-based practitioner-patient interactions through SMS and multimedia messaging service (“MMS”) communications; and (2) secure information collection through asynchronous store-and-forward patient questionnaires.

What are the possible risks?

As with any medical treatment, there are potential risks associated with asynchronous telemedicine. Beluga believes the likelihood of these risks materializing is very low. Risks may include:

• Delays in medical evaluation, consultation, or treatment due to deficiencies or failures of equipment or the Internet, including poor data quality, outages, or other service interruptions. You may reschedule with your practitioner if interruptions occur.
• Failure of security protocols, causing a breach of privacy of personal medical information.
• Adverse treatment, drug interactions, allergic reactions, or other negative outcomes if you do not disclose a complete medical history, including diagnoses, treatments, medications, supplements, and allergies, because Beluga does not have access to your complete medical records.
• Asynchronous telemedicine is not an emergency service, and your Personal Data, as defined in the Beluga Privacy Policy, will not be monitored 24 hours a day, seven days a week.

Your rights and acknowledgements

• You have the same privacy rights through asynchronous telemedicine that you would have during an in-person visit. Dissemination of identifiable images or information from the visit to researchers or other entities will not occur without your written consent.
• Asynchronous telemedicine may involve electronic communication of your personal medical information to health care practitioners located in other areas, including out of state.
• You understand that you may expect anticipated benefits from asynchronous telemedicine, but no results can be guaranteed or assured.
• You understand that information submitted to Beluga by text message and entered by your practitioner in the Platform will be part of your medical record and available to you by emailing admin@belugahealth.com. This information has the same restrictions on dissemination without your consent.
• You understand that your practitioner’s initial text message will include the practitioner’s name and credentials and will be recorded in the Platform as part of your medical record.
• You understand that you may withdraw consent and delete your patient profile at any time by emailing admin@belugahealth.com.
• You understand that your health care information may be shared with other individuals in accordance with the Beluga Privacy Policy and the regulations or laws of the state or territory where you are located.
• You understand that health care information may be shared when a valid court order is issued for medical records, when reporting suspected abuse, neglect, or domestic violence, or when preventing or reducing a serious threat to anyone’s health or safety.

Call, email, and text messaging consent

You expressly consent to allow Beluga or its health care practitioners to call, email, or text you by SMS and/or MMS with or regarding Personal Data, appointments, or similar matters related to telemedicine encounters using the contact information you provided. Calls or texts may be placed using an autodialer or prerecorded or artificial voice, even if your number is on a do-not-call list. Your carrier’s normal rates may apply. This consent is not a condition of purchase. You may revoke it at any time by emailing admin@belugahealth.com. This Asynchronous Telemedicine Informed Consent is valid during your entire treatment with Beluga.