Adonis Health Inc. Terms and Conditions

(DBA: Henry Meds) (DBA: Henry)

Last updated: November 13th, 2022 (v 1.0.1)

WE ARE NOT A REPLACEMENT FOR EMERGENCY MEDICAL SERVICES. IF YOU HAVE A MEDICAL EMERGENCY SEEK EMERGENCY MEDICAL CARE IMMEDIATELY IN-PERSON OR DIAL 911 OR YOUR LOCAL EMERGENCY NUMBER.

Acceptance of the Terms and Conditions Herein

By clicking “I Agree”, checking a related box, or accessing these services (so defined below), you acknowledge that you have read, understood, accepted, and agreed to be bound by this agreement. If you do not agree to these terms and conditions or do not understand these terms and conditions, you are not allowed to use and/or access these services and if so. You hereby grant agency authority to any party who clicks the “I agree” button or otherwise accepts these terms and conditions on your behalf.

Binding Arbitration Notice: You agree that disputes between you and us (non-exhaustively: the company and/or our agents, contractors employees, officers, shareholders), and/or you and any affiliated individuals or groups (non-exhaustively: medical providers, nursing providers, and/or any other affiliated third-party), arising out of or in relation to these terms and conditions and/or the service will be resolved by binding, individual arbitration and you waive your rights to a jury trial and/or to participate in a class-action lawsuit or class-wide arbitration, so explained below.

This agreement is subject to changes as explained below.

We may change these terms at any time and as required by law. This may include changing, adding, or removing terms. We may do this in response to legal, business, competitive environment or other reasons not listed here.

Adonis Health Inc. and/or its subsidiaries (collectively, “Adonis Health Inc.,” “we,” or “us”) owns and operates websites located at www.HenryMeds.com (collectively, the “Platform”). Your access and/or use of the Platform, or anything associated with it (non-exhaustively: any products, services, websites, software applications, mobile applications, content generated by Us and/or any affiliated third-party, the “Service”) are governed by these Terms and Conditions (the “Terms and Conditions” or the “Agreement”).

Please read this Agreement carefully as it establishes the important terms you need to know about the Services you are agreeing to. In this agreement, the use of the terms, “you”, “yours”, and such similar phrasing refer to the person or entity using the Service.

Consent to Telehealth

Telehealth uses electronic communications to connect patients and providers for the remote delivery of healthcare services. Though Telehealth carries potential benefits, like any medical procedure it also carries potential risks. Specifically but non-exhaustively: Telehealth is not a substitute for in-person medical care for all cases or all conditions. If you do not accepts the risks associated with using Telehealth, you should seek in-person care. As part of the on-boarding process you are offered the opportunity to agree to a Medical Consent form that includes consent to telehealth treatment. By using the Services you agree and acknowledge that Adonis Health Inc. is a third-party beneficiary of the Medical Consent and has the right to enforce it against you.

Use By Minors

The Service is not intended for use by anyone under the age of eighteen (18) and anyone under the age of eighteen (18) is prohibited from using any part of the Service and/or the Platform, except as to read these Terms and Conditions.

Your Relationship with Us

As part of the Service we make available certain products and services sold and/or offered by us and by third-party providers (medical and/or nursing care), pharmacies, diagnostics laboratories, and other vendors via our Service.

We provide prescription fulfillment services via Anazao Health Corporation (the “Pharmacies”) and laboratory services via Quest Diagnostics (the “Labs”). We may also provide you with access to a network of independent third-party providers and/or medical groups (the “Providers”) including Trace Owens (NP) and Dr. Dane Youtz (DNP). These providers offer certain independent medical and/or nursing services. By accepting these Terms and Conditions, you acknowledge and agree that any services or products received from the aforementioned individuals and/or groups are also bound by this Agreement and that they are third-party beneficiaries of this Agreement.

No Medical-Relationship

Adonis Health Inc. has no control or interference with the practice of medicine, nursing, or any other such care by any providers. All providers are individually and solely responsible for managing the medical care and/or any treatments they provide to you. By accepting this Agreement, you understand and agree that Adonis Health Inc. is not acting as a healthcare provider and that you are not entering into a patient-provider relationship with us. By accepting this Agreement, you understand and agree that you may be entering into a patient-provider relationship or other such relationship with any one or more Providers.

No Pharmacy-Relationship

By accepting this Agreement, you understand and agree that Adonis Health Inc. is not acting as a pharmacy, nor do we control or interfere with any such services. By accepting this Agreement, you understand and agree that you may be entering into a relationship with a pharmacy, pharmacist, and/or pharmacy group or other such relationship with any one or more such third-party entities and authorize the aforementioned to access your prescription records through a Controlled Substances Prescription Management Program (CSPMP) or any other such program as is required by law and/or under the discretion of the Pharmacy.

Consent to the Use of Messaging

By accepting this Agreement, you understand and agree that Adonis Health Inc, along with third-party Providers and Pharmacies may receive messages regarding your treatment, and respond to you via email, text messages (SMS/MMS), phone calls, and voicemails (collectively, “Communications”) . You acknowledge and accept that Adonis Health Inc. and it’s affiliates are not responsible for the contents or security of any of those means of communications. These communications may contain important information about your health and treatment. You acknowledge that the receipt and reading of any such messages is solely your responsibility and that you agree to hold-harmless Adonis Health Inc. and any of it’s employees, officers, or affiliated entities (providers, pharmacies, etc.) regarding the receipt and reading of any such communications. You also accept that some or all of the Communications may be unrelated to your treatment, such as marketing and advertising Communications.

Consent to Pay for Services

Adonis Health Inc. and/or its subsidiaries are not currently enrolled with, accepting, or participating in any state, local, of federal healthcare and/or health insurance programs (non-exhaustively: Medicare, Medicaid, etcetera). You acknowledge and accept that Adonis Health Inc., the Providers, the Pharmacies, and yourself may receive payment from any such programs for any of the services or products provided by Adonis Health Inc. or any affiliated entities. By engaging with Adonis Health Inc. and using the Services, you are choosing to obtain service solely on a cash-basis. As such, you have sole financial responsibility for paying the costs associated with the Services.

By clicking “I Agree”, checking a related box, or accessing these services you agree that you are exclusively choosing to access these services on a cash-basis and are solely responsibility for any costs incurred, and that neither you, nor Adonis Health Inc., the Providers, the Labs, nor the Pharmacies will submit any claims for reimbursement to any state, local, of federal healthcare and/or health insurance programs (non-exhaustively: Medicare, Medicaid, etcetera).

Adonis Health Inc. does not provide Superbills or other medically coded-invoices for services. Regular invoices are provided upon request.

Consent to Subscription Billing

All services available for purchase through Adonis Health Inc. are offered on an automatically renewing subscription basis. Your payment method will be charged automatically every month (or at any other agreed-upon interval as displayed during the onboarding process) until you cancel your subscription plan (the “Charges”). You may cancel your future subscription at any time before your payment is processed by emailing [email protected] directly requesting a cancellation. At that time, any outstanding invoices will be charged via your payment method and your subscription will be cancelled.

To make your experience using the Service simpler, costs and fees associated with the Service from Adonis Health Inc. and all third-party affiliates (Labs, Providers, Pharmacies, etc.) will be bundled into one subscription charge to your payment method. A detailed invoice is available upon request.

Prescription Only Products

Some of the Products and Services offered via the Platform require a valid prescription. Payment does not guarantee the writing or dispensing of any prescription medications. You will not be offered a prescription unless you have completed a medical intake form, have established a patient-provider relationship with a Provider, have completed a medical consultation with said Provider, and have an established medical need for said prescription (as determined in the Provider’s professional judgement). If you choose to have an affiliated Pharmacy fulfill that Product, the charges associated with said Product will be bundled into the Charges.

Mediation and Binding Arbitration

If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Healthcare Payor Provider Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Healthcare Payor Provider Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Class-Action Waiver

You hereby waive, with respect to any dispute, the right to participate in a class action, private attorney general action, or other representative action in court or group-arbitration either as a class representative or class member, and hereby waive the right to join or consolidate claims with the claims of any other person or group; as allowed by law.

Severability of Terms

If a provision of this Agreement is or becomes illegal, unenforceable, or invalid in any jurisdiction, it shall not affect the enforceability or validity in that jurisdiction of any other provision of this Agreement, and/or the enforceability or validity in other jurisdictions of that or any other provision of this Agreement.

Assignment of Rights

This agreement is solely between you and Adonis Health Inc. No portion of your rights or agreed upon terms may be assigned to anyone else and any attempt to do so is null and void. Adonis Health Inc. may, at any time and in our sole discretion, assign, transfer, or other such action, without your additional consent or notice, this entire Agreement or any part of this Agreement, to any third-party of our choice.

Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. You hereby consents to the subject matter and personal jurisdiction of the Delaware Court of Common Pleas, over any action brought by either Party to enforce this Agreement.