MadeMed Terms of Use

These Terms of Use govern your use of our online interfaces and properties (e.g., websites and mobile applications) owned and controlled by IDL Health LLC (d/b/a "MadeMed," "we," "us," or "our") including, but not limited to, the https://www.mademed.com website (the "Site") as well as the services ("Services") and products ("Products") available to users through the Site.

Professional medical services are provided by Xpedicare, LLC and its affiliated physicians and providers (collectively, "Xpedicare" or the "Medical Group").

MadeMed provides the non-clinical Site services. The terms "you" and "your" mean you and any other person accessing your MadeMed account.

By using or accessing the Site, registering with the Site, and/or by clicking "I Agree," checking a related box, or using any other acceptance protocol presented to you, you acknowledge that you have read, understand, and agree to all terms and conditions contained within these Terms of Use. You are responsible for any individual who accesses the Site or Services through your account or credentials or otherwise indicates acceptance to these Terms of Use on your behalf.

Your compliance with these Terms of Use is a condition to your use of the Site. If you do not agree to be bound by the Terms of Use, promptly exit the Site.

Please also consult our Privacy Policy, which can be found here [https://mademed.com/privacy] for a description of our privacy practices and our Returns Policy, which can be found here [https://mademed.com/returns/] for a description regarding how Product returns are handled.

Changes to these Terms of Use

We may modify these Terms of Use from time to time at our sole discretion. We will provide notice by updating this posting. You are expected to carefully review and periodically check these Terms of Use so you are aware of any changes. Any changes to these Terms of Use will be in effect as of the "Last Updated" date referenced at the top of these Terms of Use. Your continued use of the Site constitutes your binding acceptance of these Terms of Use, including any changes or modifications that we may make. If any part of these Terms of Use or any future changes to these Terms of Use are not acceptable to you, you must not use or access the Site.

Privacy Practices

You agree that information provided by you in connection with the Services is governed by the Privacy Policy available at [https://mademed.com/privacy].

In addition, information you provide to the Medical Group in connection with clinical services is governed by the Medical Group's Notice of Privacy Practices.

Our Services & Your Medical Care

We offer an online communication platform to connect patients with the Medical Group and its providers ("Providers"). The Site facilitates communication between you and the Providers. Our Service also provides access to prescription fulfillment services offered by our partner pharmacies, including AbsoluteRx (the "Pharmacy").

MadeMed does not provide medical advice or care. Xpedicare, LLC ("Medical Group") is an independent professional entity solely responsible for providing clinical services and making all medical decisions. Providers are independently contracted or employed by Xpedicare, LLC. Providers are not contracted or employed by MadeMed. The Medical Group and its Providers — not MadeMed — are responsible for the quality and appropriateness of the care they render to you.

The Medical Group is independent of MadeMed and is only using the Site as a way to communicate with you. Any information or advice received from a Provider comes from them alone, and not from MadeMed. Your interactions with the Providers via the Site are not intended to take the place of your relationship with your regular health care practitioners or primary care physician.

Neither MadeMed, nor any of its subsidiaries or affiliates, shall be liable for any professional advice obtained from a Provider via the Site or Service. MadeMed does not recommend or endorse any specific Providers, tests, medications, or procedures. You acknowledge that your reliance on any Providers or information delivered by the Providers is solely at your own risk.

The content of the Site and the Services is for informational purposes only and does not constitute medical advice, diagnosis, or treatment by MadeMed.

MadeMed may use information that has been de-identified in accordance with HIPAA de-identification standards for analytics, research, and product improvement. De-identified information cannot reasonably be used to identify you.

Protected Health Information

When you create an account with MadeMed, you establish a direct customer relationship with us. As part of that relationship, you provide information to us, such as your name, email address, and payment information, that we collect and use in accordance with our Privacy Policy and that generally does not constitute Protected Health Information ("PHI").

When you use clinical services, you may provide medical information to the Medical Group or its Providers. Xpedicare, LLC is a Covered Entity under the Health Insurance Portability and Accountability Act ("HIPAA"). MadeMed may act as a Business Associate of the Medical Group when performing certain administrative or technology services and will handle PHI in accordance with HIPAA and the applicable Business Associate Agreement. PHI will be used and disclosed only as permitted by HIPAA and the Medical Group's Notice of Privacy Practices. Information that is not PHI may be used or disclosed as described in the MadeMed Privacy Policy.

Not for Emergencies

IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY. The Site and Services are not for medical emergencies.

Telehealth Services: Risks and Consent

By using the Services, you acknowledge the potential risks associated with telehealth. These include, but are not limited to: information transmitted may not be sufficient for appropriate medical decision-making; delays in treatment could occur due to technology failures; and though security protocols are used, a breach of your health information could occur.

By accepting these Terms of Use, you provide your informed consent to receive healthcare services remotely from Providers affiliated with Xpedicare, LLC. You understand that telehealth involves the electronic transmission of your personal and medical information. The doctor-patient relationship is exclusively between you and the Provider within the Medical Group. You may withdraw your telehealth consent at any time, but doing so may limit or terminate your ability to receive clinical services through the Site.

Prescription Policy

Neither MadeMed nor the Medical Group endorses any specific medication. If a Provider prescribes a medication, they will do so based on their professional judgment. There is no guarantee a prescription will be written. Providers do not prescribe DEA controlled substances. We reserve the right to deny care for potential misuse of the Services. You agree that any prescriptions are for your personal use. You also have the option to have a prescription transmitted to the pharmacy of your choice. In the event you choose to use a partner pharmacy, you authorize the Medical Group and MadeMed to transmit your prescription information as needed for fulfillment.

Drug Disclosure & Important Safety Information

You acknowledge and agree that certain prescription medications available through the platform may be prepared by a compounding pharmacy. Compounded drugs are not approved by the Food and Drug Administration (FDA) and are not evaluated for safety or efficacy.

Furthermore, some medications may be prescribed for "off-label" use, which means they are being used to treat a condition for which they were not originally approved by the FDA. You agree that you have been informed of this and consent to such use under the professional judgment of your Provider.

All medications have risks and potential side effects. The information provided on the Site does not constitute medical advice and is not a substitute for a consultation with your Provider. You agree to read all provided product information and labels carefully and to contact a physician or pharmacist with any questions. By using the Services, you agree that MadeMed shall not be liable for any damages whatsoever resulting from your use of any product offered on the Site.

Subscription Policy

Our services are offered on a subscription basis. You will be charged on a recurring basis (e.g., every 30 or 90 days) until you cancel. By purchasing a subscription, you authorize recurring charges to your chosen payment method until you cancel. You can cancel your subscription at any time by emailing support@mademed.com or through your account portal. Cancellations will be effective at the end of the current billing period. We do not offer prorated refunds.

Not an Insurance Product

MadeMed and Xpedicare, LLC are not insurers. The Services are not insurance products. You are responsible for all costs on a cash basis.

Availability of Services

The Services are subject to state law and may not be available in your state. Certain medications or clinical services may not be available in all states due to state-specific restrictions. You represent that you are located in a state where our Services are available when receiving care. Accessing the site from jurisdictions where our Services are not offered is prohibited.

Ordering and Purchasing Products

We reserve the right to accept or cancel any order. If a product is listed at an incorrect price, we have the right to cancel the order. Risk of loss for products passes to you upon delivery to the shipment carrier.

Eligibility, Account Security, and Prohibited Use

THE SITE IS OFFERED AND AVAILABLE TO USERS WHO ARE 18 YEARS OF AGE OR OLDER. By using the Site, you represent that you meet this requirement.

You are responsible for maintaining the confidentiality of your account and password. You agree to notify us immediately of any unauthorized use of your account.

In connection with your use of the Site and Services, you agree that you will not:

• (a) violate any applicable local, state, national, or international law or regulation;
• (b) transmit any material that is unlawful, harmful, defamatory, obscene, or otherwise objectionable;
• (c) create a false identity, impersonate any person or entity, or misrepresent your affiliation with a person or entity;
• (d) infringe on any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
• (e) use the Site to transmit unsolicited advertising, promotional materials, "junk mail," "spam," or any other form of solicitation;
• (f) attempt to gain unauthorized access to any other accounts, computer systems, or networks through hacking, password mining, or any other means;
• (g) introduce viruses, trojan horses, worms, or other malicious code to the Site;
• (h) interfere with or disrupt the servers or networks connected to the Site.

We reserve the right to terminate your access to the Site for any violation of these terms.

Electronic Communications & Text Messages

By providing your email address, you agree to receive informational and marketing emails from MadeMed. All marketing emails will include an option to unsubscribe, and you may opt out at any time.

By providing your mobile phone number, you agree to receive informational and service-related text messages necessary to provide the Services. Marketing text messages will only be sent if you separately provide the express consent required by applicable law. Message and data rates may apply. Message frequency varies. You may opt out at any time by replying STOP to any message. For help, reply HELP or email support@mademed.com.

Intellectual Property

The Site and its entire contents, features, and functionality are owned by MadeMed, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Site for your personal, non-commercial use in accordance with these Terms.

User Information

If you submit any information to our Site ("User Information"), you agree not to provide any User Information that is false, unlawful, or infringes on the rights of any third party. You represent that you have the legal right to provide all User Information to us. You are solely responsible for the accuracy, completeness, and legality of all User Information you submit.

Third-Party Sites and Content

The Site may contain links to third-party websites. These links are provided for your convenience only. We have no control over the contents of those sites and accept no responsibility for them.

Risk Allocation

No Warranties
YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

Limitation of Liability
MADEMED SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF XPEDICARE, LLC, OR THE PROVIDERS. IN NO EVENT WILL MADEMED, ITS AFFILIATES, OR THEIR LICENSORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. TO THE EXTENT THE FOREGOING IS NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF MADEMED TO YOU WITH RESPECT TO YOUR USE OF THIS SITE IS $500 (FIVE HUNDRED DOLLARS).

If you are a California resident, you agree to waive California Civil Code Section 1542, which states: "[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Limitations Period
Any claim related to these Terms of Use must be brought within one (1) year of the date the claim could first be filed, or it is permanently barred.

Indemnification
You agree to defend, indemnify, and hold harmless MadeMed from any claims, liabilities, damages, and expenses arising out of your violation of these Terms of Use, your use of the Site, or your violation of applicable law.

Dispute Resolution & Binding Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Initial Dispute Resolution. We are committed to working with you to resolve any dispute. You and MadeMed agree that we will first try to resolve any dispute, claim, or controversy arising out of or relating to these Terms of Use or the Services ("Dispute") informally. You agree that before filing any claim in arbitration, we will personally meet and confer, by telephone or videoconference, in a good-faith effort to resolve the Dispute ("Informal Dispute Resolution Conference"). The party initiating a Dispute must give notice to the other party in writing of its intent to initiate a conference, which shall occur within 45 days after the other party receives such notice.

To notify MadeMed that you intend to initiate a conference, email support@mademed.com or send a notice by certified mail to our address listed in the "Contact Information" section, providing your name, a description of your Dispute, and your contact information. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal resolution process.

Agreement to Arbitrate. If the Dispute is not resolved within 30 days after the Informal Dispute Resolution Conference, you and MadeMed agree that the Dispute shall be resolved by binding arbitration, except that you and MadeMed are NOT required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.

Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through National Arbitration and Mediation ("NAM"). The arbitration will be governed by NAM's Comprehensive Dispute Resolution Rules and Procedures. You may view these rules at www.namadr.com.

Waiver of Jury Trial and Class Actions. YOU AND MADEMED AGREE THAT, BY AGREEING TO THESE TERMS OF USE, YOU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s).

Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and we agree that in the event that there are twenty-five (25) or more individual arbitration demands of a substantially similar nature filed against MadeMed by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of one hundred (100) demands per batch (or, if fewer than 100 demands remain, a single batch of the remaining demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective, or mass arbitration or action of any kind.

Opt-Out of Arbitration. You may opt out of this agreement to arbitrate. If you do so, neither you nor MadeMed can require the other to participate in an arbitration proceeding. To opt out, you must notify MadeMed in writing within 30 days of the date that you first became subject to this arbitration provision. You must send your signed, written notice to: IDL Health LLC (d/b/a MadeMed), Attn: Arbitration Opt-Out, 9668 Westheimer Rd Suite 200#32 Houston, TX 77063. You must include your name, address, and a clear statement that you want to opt out of this arbitration agreement.

Venue. If this arbitration agreement is found not to apply to you or your claim, you and MadeMed agree that any judicial proceeding will be brought in the federal or state courts of Houston, Texas.

Survival. This arbitration agreement will survive the termination of your account or your relationship with MadeMed.

Governing Law

These Terms of Use are governed by the laws of the State of Texas, without regard to its conflict of laws rules. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement in these Terms.

General Provisions

No waiver by us of any term shall be deemed a continuing waiver. You will not assign any of your rights under these Terms of Use without our prior written consent. Nothing herein is intended to confer any rights on any third parties, other than you, MadeMed, and Xpedicare, LLC. We will not be in breach of these terms for any event beyond our reasonable control (Force Majeure). These Terms of Use, together with our Privacy Policy and Returns Policy, constitute the entire agreement between you and us. If any part of these Terms of Use is determined to be invalid, the remainder shall continue in effect. Notices under these Terms may be provided electronically, including via email or through the Site.

Mobile Message Service Terms and Conditions

The MadeMed mobile message service is operated by IDL Health LLC. Your use of the service constitutes your agreement to these terms. By consenting to our SMS/text messaging service, you agree to receive recurring text messages related to your use of the Services. Message frequency may vary. Message and data rates may apply.

You may opt out at any time by texting the keyword STOP to the number from which you received messages, or as otherwise instructed in the message. For help, text HELP to the number from which you received messages, or email support@mademed.com.

Marketing text messages require your separate express written consent, which is not obtained through acceptance of these Terms of Use. Consent to receive text messages is not a condition of purchasing or using the Services.

For service support or assistance, email support@mademed.com.

Contact Information

To ask questions or comment about these Terms of Use, contact us at:
IDL Health LLC (d/b/a MadeMed)
9668 Westheimer Rd Suite 200#32
Houston, TX 77063
Email: support@mademed.com

You agree that MadeMed may also send notices to you at the email address associated with your account.