Terms of service

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY AS THEY MAY IMPACT YOUR LEGAL RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US. SPECIFICALLY, PLEASE REFER TO SECTION 19 BELOW, WHICH REQUIRES THAT CERTAIN DISPUTES BE SETTLED THROUGH MANDATORY BINDING ARBITRATION WHICH WILL PRECLUDE YOU FROM LEADING OR PARTICIPATING IN A CLASS ACTION.

AMONG OTHER ACTIVITIES, MODE HEALTH'S SERVICES ENABLE COORDINATION AND COMMUNICATION WITH A HEALTH CARE PROVIDER. IT DOES NOT REPLACE YOUR RELATIONSHIP WITH ANY PHYSICIAN.

THESE SERVICES MIGHT NOT BE APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY OR MENTAL HEALTH CRISIS, CALL YOUR DOCTOR OR 911 IMMEDIATELY. DO NOT ACCESS THE SERVICES FOR EMERGENCY OR CRISIS CARE.

Introduction
Mode Health and its affiliates (collectively, "Mode Health," "we," "us," or "our") own and operate the websites and associated mobile applications that link to these Terms of Use (collectively, the "Websites" and "Apps"). We refer to the Websites, Apps, and other services provided by Mode Health together herein as the "Services." In these Terms of Use, the terms "you" and "yours" refer to the person using the Services.

These terms and conditions of use ("Terms of Use") describe your rights and responsibilities with regard to the Services. Your access to and use of the Services is subject to these Terms of Use, our Privacy Policy, as well as all applicable laws and regulations. In using certain parts of the Services, you may be presented with additional or supplementary terms regarding the use of those specific Services, and you agree to review and be bound by such additional terms.

PLEASE READ THESE TERMS OF USE CAREFULLY BECAUSE THEY SET FORTH THE IMPORTANT TERMS YOU WILL NEED TO KNOW ABOUT THE SERVICES.

YOU UNDERSTAND THAT BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS OF USE. IF YOU DO NOT OR CANNOT AGREE WITH ANY PART OF THESE TERMS OF USE, YOU MAY NOT USE THE SERVICES.

THE TERMS OF USE ARE SUBJECT TO CHANGE AS PROVIDED HEREIN.

These Terms of Use Contain the Following Sections:

- Services Overview, Availability, and Eligibility
- Telehealth, Pharmacy, and At-Home Testing Services
- Your Financial Responsibility; No Insurance
- Body Membership Terms and Conditions
- Registration and Account Creation
- Privacy
- Ownership and License to Use the Services
- User Content and Mode Health's License to Use Such Content
- Copyright Notices
- Restrictions on Use
- Disclaimer of Warranties
- Limitation of Liability
- Indemnification
- Third-Party Links and Features on the Services
- Changes to the Terms of Use and the Services
- Payments
- Termination
- Governing Law; Severability
- Dispute Resolution: Binding Arbitration Clause and Class Waiver
- Communications by Text Message and Email
- Miscellaneous Terms
- Contact Us
- Notice to Patients - Open Payments Database

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

1. Services Overview, Availability, and Eligibility
Overview of the Services. The Services may include (i) providing individuals with information on health care and wellness; (ii) providing individuals with pharmacy services; (iii) providing individuals with access to technology-oriented tools for addressing certain health issues; (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 a health care provider for communication, consultations, assessments, and treatment by such health care organizations and their providers.

Availability. Certain of our Services are currently only available to individuals located in certain states. You will be provided with notice of such limitations on availability of certain Services in your location when using those parts of the Services.

Mode Health is based in the United States. We provide the Services for use only by persons located in the United States. We make no claims or representations that the Services or any material included in the Services are accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so at your own risk and you are solely responsible for compliance with local laws, including export laws as applicable.

Eligibility. Our Services are intended for use by you only if you are 18 years of age or over. To qualify to use the Services, the following must be true, and by accessing or using the Services, you represent and warrant that they are true:

- You are age 18 or over or, if you are accessing the Services in violation of the Eligibility requirement related to age, you otherwise have the express consent of your parent or legal guardian. Note, however, that some Services may only be available to individuals over the age of 21, and in such circumstances, you will be notified of this requirement.
- 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 the above requirements does not guarantee that you will receive Services. In addition to the above requirements, Mode Health and certain affiliated professional entities reserve the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to you.

To access or use the Services, you must have compatible devices, access to the Internet, and certain necessary software. Fees and charges may apply to your use of mobile services and to the Internet.

2. Telehealth, Pharmacy, and At-Home Testing Services
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/or 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 will include measures to safeguard your data to ensure its integrity against intentional or unintentional corruption or unlawful access. By accepting the Terms of Use, you agree and consent to Mode Health, the affiliated physician practices, the health care providers contracted or employed by the affiliated physician practices, and any other health care organization(s) or provider(s) with whom we partner to provide the Services to you sending you disclosures, notices, messages, reports, and other communications either in writing or electronically including without limitation through your account or by email. It is your responsibility to monitor these communications. You acknowledge and agree that you will not hold us, any affiliated physician practice, any health care provider contracted or employed by an affiliated physician practice, or any health care organization(s) or provider(s) with whom we partner to offer the Services to you liable for any loss, injury, or claim of any kind resulting from your failure to read these communications or for your failure to comply with any treatment recommendations contained in these communications. Moreover, you acknowledge and agree that no means of electronic transmission can be guaranteed to be 100% secure. By accessing or using the Services, you agree to us transmitting health and other information to you electronically and that any information sent to or signed by you or us electronically shall be deemed equivalent to as if such information was provided or signed in writing.

Please see our Consent to Telehealth available at modehealth.com/consent-to-telehealth for additional information about the risks and benefits of telehealth. The Consent to Telehealth is hereby incorporated into these Terms of Use by reference and constitutes a part of these Terms of Use.

Your Relationship with Mode Health. Mode Health does not directly provide medical services. Rather, Mode Health provides a technology platform for you to access a health care provider who is employed or contracted with a Mode Health affiliated physician practice and obtain access to additional information, which you may or may not choose to utilize in planning your health care and wellness. The health and wellness resources made available through our Services are for informational purposes only, and are not a substitute for direct in-person health care services in all cases; nor are they an indicator of specific results. The decision to focus on diagnosis, treatment recommendations, or both, rests with you and the health care provider. You understand that by coordinating and consulting with an affiliated physician practice or its health care providers through the Services, you are not entering into a provider-patient relationship with Mode Health.

Except for specific communications received from an affiliated physician practice or its health care providers, none of the information you receive through the Services should be considered medical advice.

Pharmacy Services. If you receive a prescription as a result of your use of the Services, you may select Mode Health Pharmacy or one of our partner pharmacies (collectively, the "Mode Health Pharmacy Network") to ship your prescription. Prescriptions you ask for fulfillment through the Mode Health Pharmacy Network may be transferred among the Mode Health Pharmacy Network without notice. You may also choose to have your prescription fulfilled through the pharmacy of your choice when prompted during your use of the Services. You give us consent to send and disclose to the Mode Health Pharmacy Network or the pharmacy of your choice all information provided by you, health care records, and other applicable health care information and personal information (such as your name, location and demographic information) so that you may receive pharmacy services.

If you select to use the Mode Health Pharmacy Network to fulfill any prescriptions, you acknowledge that your medication may not be shipped in child-resistant packaging and that you must keep it out of the reach of children unless otherwise specified.

At-home Testing Services. At-home sample collection kits and laboratory services available through the Services may require a valid order by a licensed health care provider. We or our subsidiaries have partnered with a health care provider who is licensed in your state to review your request for at-home testing (the "Reviewing Provider"). You understand and agree that at-home testing services are intended for informational, educational, and wellness purposes only. They are not intended to be diagnostic. You further understand and agree that you do not establish a provider-patient relationship with the Reviewing Provider as a result of your use of the Services.

We will send or cause to be sent the requested test kit to your address after any required health care provider review and approval. You must follow the instructions that accompany the kit to register your kit, collect the applicable biological sample(s), complete any required documentation, and return such biological samples and documentation to the applicable laboratory that performs the testing (the "Lab"). Failure to follow the instructions may result in your samples not being processed by the Lab.

The Lab sends the results of the tests to the Reviewing Provider who releases the test results to us. We provide the test results to you via the Services. You understand and agree that it is your responsibility to bring your results to your primary health care provider for interpretation and to inform decisions made about your health and treatment.

3. Your Financial Responsibility for Services; No Insurance
By choosing to use the Services, you are specifically choosing to obtain products and services on a cash-pay basis outside of any commercial health insurance plan or federal or state health care program. Thus, you are solely responsible for the costs of any services or products provided to you. Mode Health and the affiliated physician practices do not accept commercial health insurance plans, are not in-network with any commercial health insurance plans, and are not enrolled with federal or state health care programs, such as Medicare and Medicaid.

By accessing or using the Services, you agree that: (1) you will not seek payment or accept reimbursement, either directly or indirectly, from any insurance plan or other third-party payer, including any state or federal health care program, for any services or products purchased through Mode Health, regardless of whether the payer covers it; (2) if you are a federal health program beneficiary, you agree that neither you, Mode Health, the affiliated physician practices, or any of the health care organization(s) or provider(s) with whom we partner to provide health care and pharmacy services to you will submit a claim for reimbursement to any federal or state healthcare program for the costs of the services and products provided to you through the Services; and (3) you will not count the amount you pay for any services or products purchased through Mode Health towards an insurance deductible or out-of-pocket spending requirements. If you are enrolled in Medicare Part D, you will not count any portion of the amount you pay for services or products or any associated costs, towards your Medicare Part D true out-of-pocket (“TrOOP”) costs. Please also see Section 16 below for additional terms applicable to your payment obligations.

4. Body Membership Terms and Conditions
This section outlines the additional terms and conditions for participating in the Mode Body Program, offered through Mode Health and its affiliated professional entities. These terms supplement the Mode Health Terms and Conditions of Use governing your use of the Services. The Mode Body Program is designed to provide access to routine and necessary services for weight loss with pharmacotherapy. The Mode Body program is not intended for use in emergencies or mental health crises, or by patients with specialized needs that should be treated by appropriate specialists. The Mode Body Program is a membership-based service through which eligible Members can obtain limited medical care at the discretion of the Member’s provider, including physician services and laboratory testing, for an automatic, recurring payment. The Mode Body Program is not health insurance or a substitute for health insurance, does not meet any individual health insurance mandate under federal or state law, and cannot replace your relationship with any specialty provider. You should keep your existing health insurance coverage while you are participating in the Mode Body Program or obtain health insurance coverage if you do not currently have it.

The Mode Body Program features medical care that is available during normal business hours, Monday through Friday, 9:00 a.m. Eastern Time to 6:00 p.m. Eastern Time, excluding holidays. Your provider will review messages within 48 hours or sooner and respond within normal business hours. The Mode Body Program is not an emergency or on-call service available 24 hours a day, 7 days a week. The operating hours of the Mode Care Team (available to answer account or shipping-related questions by email at care@modehealth.com) are Monday through Friday, 9:00 a.m. Eastern Time to 6:00 p.m. Eastern Time. In the case of an emergency or if you are otherwise in crisis, call 911 immediately.

Onboarding and diagnosis
In order to participate in the Mode Body Program, you must be evaluated by a health care provider on the Mode Health platform and, in the professional judgment of such provider, meet the clinical criteria for participation. To be evaluated for participation, you must complete a telehealth medical assessment, and, if ordered by your provider, complete a diagnostic blood test. If, following review, your health care provider determines that you are a good candidate for treatment through the Mode Body Program, he or she may initiate such treatment by writing you a prescription.

If medication is never prescribed, you will be refunded your purchase price and you will not be enrolled in the automatically renewing Mode Body Program Membership (described below). If medication is prescribed, you will be enrolled in the automatically renewing Mode Body Program Membership (as defined below), and your payment method will be charged on an automatically renewing basis unless you cancel in accordance with these Terms.

Partner Programs and Product Fulfillment
Mode Health may work with third parties and partner programs to offer authentic prescription products to eligible members at self-pay pricing through partner programs. If prescribed by a Mode Health-affiliated provider, your prescription may be dispensed by a pharmacy within the Mode Health Pharmacy Network or a partner pharmacy. Product pricing may vary based on factors such as your medication, dosing, and timing of your refills. Mode Health may collect payment in connection with your purchase on behalf of a partner pharmacy. Any refunds, replacements, or disputes related to Products are subject to the policies and review of the dispensing pharmacy and, where applicable, the product manufacturer.

By accessing or using the Services to purchase a Product, you understand and certify that:

- You have been prescribed the Product for an approved use consistent with applicable product labeling.
- You will not seek payment or accept reimbursement, either directly or indirectly, from any insurance plan or other third-party payer, including any state or federal health care program or any private or other insurance plan, for the Product or ancillary supplies such as needles (“Supplies”), regardless of whether the payer covers the Product or Supplies.
- You will not count the amount you pay for the Product or Supplies towards your insurance deductible or out-of-pocket spending requirements.
- If you are enrolled in Medicare Part D, you will not count any portion of the amount you pay for the Product or Supplies, or any costs associated with your purchase of the Product or Supplies, towards your Medicare Part D true out-of-pocket (“TrOOP”) costs.
- You are purchasing the Product and Supplies for your own use. You will not sell, repackage, reformulate, trade, barter, export, or distribute for sale the Product or Supplies.
- You are a resident of the United States.
- You are 18 years of age or older.

Auto-Renewing Program Membership and Additional Services
Your membership in the Mode Body Program (“Program Membership”), including your ability to access the Mode Body Membership Services, will commence when your health care provider writes a prescription and communicates your care plan and risks and benefits of treatment.

The Mode Body Program includes:

- Up to twenty four (24) discrete medical consults per year with your Mode Health-affiliated health care provider;
- Secure messaging with your coach, who is a Mode Health-affiliated healthcare provider, between discrete medical consults;
- Evidence based onboarding curriculum;
- Laboratory testing, if ordered by your health care provider;
- Medication may be included depending on your plan

(the “Mode Body Membership Services”).

Members may be prescribed compounded medication during national drug shortages. Mode Body is cash pay only and Mode Health does not accept insurance. Mode Health may provide insurance coverage support to Members using insurance to help cover the cost of medication, who, through our partner, will receive assistance with benefits verification and prior authorization for medication. Compounded semaglutide is not covered by insurance and insurance navigation services may not be available to pursue coverage.

In certain cases, you or your health care provider may request that you complete services (e.g., medical consults or laboratory testing) as part of the Mode Body Membership Services (the “Mode Body Additional Services”). For each medical consult after the twenty fourth (24th) consult per year, you will be charged a separate fee per additional consult and for each additional laboratory test you will be charged a separate fee based on what tests are ordered (in each case, the “Mode Body Additional Services Fee”). As part of your participation in the Mode Body Program, you agree that any Mode Body Additional Services Fees that you incur can be charged to your payment card or payment account on file within seven (7) days of the date on when such Mode Body Additional Services are rendered.

The Mode Body Membership Services may change from time to time. Mode Health will strive to give reasonable notice of any such change. You may accept the revised Mode Body Membership Services by continuing in the Mode Body Program or reject them by terminating your Mode Body Program Membership. Mode Health reserves the right to transition your Program Membership to the current Program Membership terms and conditions upon notice to you.

Payment of Mode Body Program Membership Fee
You will have an opportunity to review and agree to the recurring cost of Membership (the “Mode Body Membership Fee”) and timing of charges during the checkout process. Your payment method on file will be automatically billed for the cost of Membership at the price and frequency displayed at the time of checkout on an automatic, recurring, basis unless and until you cancel. Once paid, your Mode Body Membership Fee is non-refundable unless otherwise stated in a return/refund policy provided to you. You may cancel your Mode Body Membership by emailing care@modehealth.com or logging into your Secure User account; see details on canceling below.

YOU WILL BE AUTOMATICALLY CHARGED THE MODE BODY MEMBERSHIP FEE EVERY MONTH EVEN IF YOU DO NOT USE ALL OF THE OFFERED MODE BODY MEMBERSHIP SERVICES. Even if you do not request or receive medication through the Mode Body Program, you will still have access to the Mode Body Membership Services described above and you will continue to be charged on an automatically renewing basis unless and until you cancel. We reserve the right to cancel your membership at any time with reasonable notice.

Mode Health may offer a one-time introductory price (“Introductory Price”) when you first enroll into the Mode Body Program. The Introductory Price will be governed by the terms and conditions disclosed to you at checkout.

Canceling your Mode Body Program Membership
To cancel your Mode Body Program membership, you may log into your Secure User account (click into the Mode Body Program and select “Cancel Subscription” from the Program Details page) or by emailing us at care@modehealth.com. Message your provider if you want to discuss switching medications while remaining in the Mode Body Program. To avoid further charges to the payment method on file, you must cancel at least 48 hours in advance of your next renewal date.

Effect of Mode Body Program Membership cancellation
If you cancel at least 48 hours before your next renewal date, your Mode Body Membership will not automatically renew on your renewal date, and you will not be charged any additional Mode Body Membership Fee payments. You will receive Mode Body Program Membership Services through the last day of your billing cycle for which you have paid the Mode Body Membership Fee (the “Last Billing Cycle”). Thereafter, you will not be eligible to receive any Mode Body Program Membership Services, including prescriptions from your provider. We recommend you talk to your Mode Health-affiliated health care professional before discontinuing treatment as abruptly stopping certain medications for health conditions can impact your health. You may be required to complete a new Mode Body Program Diagnosis Online Visit to talk to a Mode Health-affiliated healthcare professional about re-joining the Mode Body Program.

No representation, warranty, or guarantee of continued availability of Mode Body Program
NEITHER MODE HEALTH NOR THE AFFILIATED PROFESSIONAL ENTITIES MAKE ANY REPRESENTATIONS, WARRANTIES, OR GUARANTE