Terms & Conditions

Last Updated: 4/1/24

INTRODUCTION

MAO inhibitors, Inc (“MAOI”) and its affiliates (collectively, “we,” “our,” or “us”) provide varied services which may encompass information presentation, pharmacy services, technology tools, health records management, scheduling and payment assistance, and telecommunication access to healthcare providers. These services do not replace your existing physician relationship. Not all medical conditions are suitable for these services. In case of a medical emergency, seek immediate in-person care or call 911. MAOI 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 MAOI shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Sites or Services. By using our platform, you agree to these Terms & Conditions. These terms apply regardless of how you accessed our platform and apply as long as you use the Sites and Services. If you disagree, please refrain from using our services. If you violate these terms, your permission to use the Sites ends automatically. MAOI can also end or suspend your access to the Sites at any time, with or without notice, for any reason. Other provisions of these terms remain in effect after termination. We may update these terms without notice so you must repeatedly review the Terms & Conditions. Your continued use constitutes acceptance of any changes.

REQUIREMENTS FOR USE OF OUR SERVICES

While not an exhaustive list, you must meet the following criteria to use our services:

• You are aged 18 or above.
• You agree to and can legally comply with our Terms & Conditions, Privacy Policy, Financial Agreement, Consent to Telemedicine, and Consent to Monoamine Oxidase (MAO) Inhibitor, available on maoinhibitors.com.
• While we treat patients who live in all 50 states and can send your prescription to any pharmacy in the U.S., you must be physically located in any of these states when talking with one of our providers: AL, AR, AZ, CA, DE, DC, FL, HI, IA, ID, IN, KS, MD, MN, MO, MS, ND, NE, NC, NY, OH, OK, SC, TN, TX, VA, WV.
• You possess a device with internet access and necessary hardware, software, and services to securely use our platform. You acknowledge that we are not responsible for any associated fees or charges.

YOUR RELATIONSHIP WITH US

MAOI does not offer medical services through its platform. Instead, it provides a technology platform for accessing healthcare providers employed or contracted by MAOI or its affiliated entities. The information provided is supplementary and should not replace in-person healthcare services in all situations. The decision regarding diagnosis and treatment lies with you and the healthcare provider. By using our platform to communicate with healthcare providers, you acknowledge that no provider-patient relationship with MAOI is established.

COMMUNICATION

You agree to receive communications from MAOI its affiliates, or healthcare providers and are responsible for monitoring them. We and our affiliates are not liable for any loss, injury, or claim resulting from your failure to read, comply with treatment recommendations, or verify receipt and processing of communications, which may occasionally be missed due to technological or human error. Your provider reserves the right to not view or respond to messages outside of appointments, which does not constitute failure to provide care. For direct communication, schedule an appointment with your provider.

NATURE OF THE CHATBOT

The chatbot provided on this website is an automated software tool designed to assist with general inquiries and guide users through the website. It is important for users to understand that the chatbot is not a human, it does not possess human qualities, and its responses are generated based on pre-programmed algorithms. The chatbot is not capable of providing professional medical advice, diagnosis, or treatment. All interactions with the chatbot should be understood as informational only and not as a substitute for professional medical advice from a licensed healthcare provider.

LIMITATIONS OF CHATBOT AND TEXT COMMUNICATIONS

Any messages or communications sent via unsecured channels such as unencrypted emails and sms text messages are not protected under the Health Insurance Portability and Accountability Act (HIPAA). Such messages are transmitted over channels that do not meet HIPAA standards for privacy and security of health information. Consequently, users should avoid sharing sensitive personal health information when using these non-HIPAA compliant channels. Our company is not responsible for the security or confidentiality of information transmitted through these means.

HIPAA COMPLIANT COMMUNICATION

To ensure the privacy and security of your health information in compliance with HIPAA guidelines, users must register and either download the Spruce app or create an account through the Spruce website. All registered users communicating through these platforms can expect that their messages are secure and handled in accordance with HIPAA standards. We strongly encourage users to use these methods for sharing sensitive or personal health information.

SITE CONTENT

This site does not offer medical advice and does not guarantee the accuracy of information provided by third parties, including third-party websites and resources mentioned on this site.

REGISTRATION AND ACCOUNTS

While certain parts of the Sites may be accessible to any individual, registration with MAOI is required to access the Services. You agree to provide accurate, complete, and up-to-date information, and to maintain its accuracy. Failure to do so may result in suspension or termination of your account without notice. You are responsible for maintaining the confidentiality and security of your account and agree not to share your access credentials. MAOI disclaims liability for any losses or damages arising from your failure to comply with this provision. Additionally, you acknowledge that the Sites may be unavailable at times, and MAOI will not be liable for any such unavailability.

ACCESS & SECURITY

The website is designed for use exclusively on laptops or desktop computers. Some parts of the website may not be compatible with mobile phones. Using the website on a mobile phone with a modified operating system could compromise the security features intended to protect your protected health information. Therefore, using the website on a modified mobile phone constitutes a material breach of these Terms & Conditions. We do not guarantee that our Website will be secure or free from bugs or malware and you should use your own, up-to-date protective software. You must not misuse our Website by knowingly introducing any material (such as viruses, trojans, worms, or logic bombs) which is malicious or technologically harmful. You must not attempt to gain unauthorized access to our Website, the server on which our Website is stored, or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you may be committing a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.

ACCESS RIGHTS AND PROHIBITED USE

Subject to your compliance with these Terms & Conditions, you are granted a personal, limited, revocable, non-exclusive, and non-transferable right to view, download, access, and use the Sites in the United States and to use the Services solely for your personal and non-commercial use as permitted under these Terms and Conditions, the Consent to Telehealth, and the Privacy Policy. All other rights are reserved by MAOI or its licensors. We reserve the right to deny or suspend use of the Sites or Services to anyone for any reason. You agree not to: (a) impersonate any person or entity or misrepresent your affiliation; (b) use the Sites or Services to violate any laws; (c) reverse engineer or tamper with any software; (d) distribute harmful computer code; (e) infringe upon intellectual property rights; (f) commercially exploit the Sites or Services; (g) develop competing products or services; (h) harm the Sites or interfere with its operation; (i) breach security or gain unauthorized access; (j) bypass security measures; (k) alter or remove any notices or trademarks; (l) monitor or copy content for unauthorized purposes; (m) use any data or materials beyond permitted use; (n) use the Sites in excess of granted scope; or (o) encourage others to do so.

OWNERSHIP OF INFORMATION, WEBSITE, & WEBSITE CONTENT & CONTRIBUTIONS

Except for personal data governed by HIPAA or related state privacy laws, any information you provide to MAOI via our website or services becomes our property. We may use it for various purposes including reproduction, solicitation, and development of products or services. You grant us the right to use, reproduce, and modify any data you submit for providing services, research, and improving our offerings. MAOI owns all rights to the website and its content, including any feedback you provide. You’re not allowed to reproduce, distribute, modify, or commercially exploit any part of the site including the MAOI guide without permission, except as permitted by these terms. Any content you submit to our website is considered non-proprietary. While you retain ownership rights, by submitting content, you grant us the right to store, modify, copy, and publish it on the website and share it with third parties. By submitting content, you confirm it’s not defamatory, doesn’t infringe any laws or third-party rights, and hasn’t been copied. You agree to reimburse us for any legal fees or damages resulting from a breach of these terms. We may disclose your identity to third parties claiming rights violations. We’re not responsible for user-posted content’s accuracy or legality. We reserve the right to remove any content that violates our standards or terms.

TRADEMARKS & COPYRIGHT

Names, logos, and materials on our site may be trademarks of MAOI or its affiliates. You can’t use them without our written permission. We respect intellectual property rights and have a policy to remove infringing material and terminate repeat infringers. If you believe something on our site infringes your copyright or trademark, contact our Copyright Agent at [email protected]. Knowingly misrepresenting infringement may result in liability. If we remove your content due to a notice, we’ll attempt to contact you by email. If you think it was removed in error, email our Copyright Agent.

TERMINATION

Your permission to use the Sites automatically terminates if you violate these Terms and Conditions. MAOI may terminate or suspend any of the rights granted by these Terms and Conditions 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 the expiration or termination of these Terms and Conditions for any reason whatsoever: Termination; Assignment; Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law, Dispute Resolution, Arbitration, Venue, Severability of Provisions; No Waiver; No Agency Relationship; and Remedies.

ASSIGNMENT

Subject to applicable law, MAOI reserves the right to maintain, delete, or destroy all posted or uploaded communications and materials on the Sites according to its internal record retention and content destruction policies. After termination, MAOI has no obligation to provide Services, except for access to health records or continuing care as required by law or professional obligations. You agree not to attempt to use the Services after termination, and you indemnify MAOI for any liability incurred due to such violation. Failure to make timely payments constitutes a violation of the Terms and Conditions, permitting termination or amendment of the relationship and services provided. You may not assign your rights under these Terms and Conditions. MAOI and its affiliates may transfer all rights and obligations under these Terms and Conditions without further consent if the business is transferred through merger, sale of assets, or otherwise.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF THE SITES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SITES AND ANY SERVICES ARE PROVIDED THROUGH THE SITES ON AN “AS IS” AND “AS AVAILABLE” BASIS. MAOI AND ITS AFFILIATES, INCLUDING WITHOUT LIMITATION ALL AFFILIATED PROFESSIONAL ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITES AND SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SITES OR SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. TO THE FULLEST EXTENT OF APPLICABLE LAW, NEITHER MAOI NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR USEFULNESS OF THE SITES. FURTHERMORE, MAOI DOES NOT GUARANTEE THAT THE SITES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND MAOI DISCLAIMS ANY LIABILITY RELATING THERETO. YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE SITES ARE USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR INFORMATION.

LIMITATION OF LIABILITY

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS SET FORTH IN THIS SECTION, IN NO EVENT WILL MAOI, ITS RELATED PERSONS OR LICENSORS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SITES OR ANY SERVICES PROVIDED THROUGH THE SITES, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITES. THIS IS TRUE EVEN IF MAOI OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless MAOI, its affiliates (including without limitation 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 harmless from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from, your use of materials or features available on the Sites in an unauthorized manner, fraud, violation of law, or willful misconduct, or any breach by you of these Terms & Conditions.

GOVERNING LAW; DISPUTE RESOLUTION; ARBITRATION; VENUE; SEVERABILITY OF PROVISIONS

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND MAOI TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM MAOI.

These Terms and Conditions and your use of the Sites shall be governed by the laws of the State of California, without giving effect to the principles of conflict of laws. Any dispute arising under or relating in any way to these Terms and Conditions will be resolved exclusively by final and binding arbitration in Los Angeles, California 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 any court of competent jurisdiction. The parties agree that the courts located in Los Angeles, California shall have exclusive personal jurisdiction, subject matter jurisdiction, and venue for any such claim.

All parts of these Terms & Conditions apply to the maximum extent permitted by law. MAOI and you both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law. The invalidity of part of these Terms & Conditions will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

NO WAIVER

No waiver by MAOI of any term or condition set forth in these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by MAOI to assert a right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.

NO AGENCY RELATIONSHIP

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

OPEN PAYMENTS DATABASE MANDATORY PHYSICIAN POSTING

The Open Payments database is a federal tool used to search payments made by drug and device companies to physicians and teaching hospitals. It can be found at https://openpaymentsdata.cms.gov. For informational purposes only, a link to the federal Centers for Medicare and Medicaid Services (CMS) Open Payments web page is provided here. The federal Physician Payments Sunshine Act requires that detailed information about payment and other payments of value worth over ten dollars ($10) from manufacturers of drugs, medical devices, and biologics to physicians and teaching hospitals be made available to the public.

REMEDIES

You agree that any violation, or threatened violation, by you of these Terms and Conditions constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.