Terms of Use

Last Updated: January, 2025

IF YOU BELIEVE YOU ARE HAVING A MEDICAL EMERGENCY, IMMEDIATELY CALL YOUR LOCAL MEDICAL PROVIDER OR DIAL 9-1-1. CLAYA PROVIDES ONLY TELEHEALTH SERVICES AND DOES NOT PROVIDE ANY MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. TELEHEALTH SERVICES ARE APPROPRIATE ONLY FOR SPECIFIC, NON-EMERGENCY MEDICAL CONDITIONS AND CONCERNS. TELEHEALTH SERVICES ARE NOT APPROPRIATE FOR MANY MEDICAL CONDITIONS OR CONCERNS AND DO NOT REPLACE PROFESSIONAL MEDICAL TREATMENT FROM A PHYSICIAN OR HEALTHCARE PROVIDER.

THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT REQUIRE YOU TO ARBITRATE ALL DISPUTES YOU HAVE WITH CLAYA ON AN INDIVIDUAL BASIS. YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND CLAYA WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.

We understand the importance of confidentiality and privacy regarding your information. Please refer to our Privacy Policy for information regarding how we collect, use, and disclose information about you.

Introduction

Scrappy Scripts, Inc., a Delaware corporation, doing business as Claya.com (“we” or “Claya”), owns and operates www.claya.com (the “Site”). Your use of the Site, any part thereof, or anything associated therewith, including the services, features, content, and applications, together with the Site, are the services offered by Claya (“Services”) and its affiliated Medical Groups and Providers (as defined below). Any products or services provided through the Site or any affiliated website, software, or application owned or operated by or in collaboration with Claya are governed by these Terms of Use (“Terms” or “Terms of Use”). The Site and Services are available in all fifty (50) states plus the District of Columbia.

Agreement to Terms

These Terms of Use constitute a legally binding agreement made between you (“you”), and Claya. These Terms of Use and the other terms and policies referred to herein govern your access to and use of the Site and Services. Even though you may have arrived at the Site or Services through a website or mobile application operated or controlled by a third party, you understand and agree that these Terms of Use are entered into between you and Claya. You agree that by accessing the Site or Services, you have read, understood, and agreed to be bound by all of these Terms of Use.

BY ACCESSING OR USING THE SITE OR THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE, AS MAY BE UPDATED FROM TIME TO TIME. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE AND THE OTHER TERMS AND POLICIES REFERRED TO HEREIN, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY. ANY ADDITIONAL, DIFFERENT OR CONFLICTING TERMS AND CONDITIONS ON ANY DOCUMENT, NOTICE OR COMMUNICATION ISSUED BY YOU TO CLAYA AT ANY TIME ARE HEREBY OBJECTED TO AND REJECTED BY CLAYA, SHALL BE WHOLLY INAPPLICABLE TO YOUR ACCESS TO AND USE OF THE SITE, AND SHALL NOT BE BINDING IN ANY WAY ON CLAYA.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make updates, changes or modifications to these Terms of Use and to the other terms and policies referred to herein (including, without limitation, the Privacy Policy) (the “Additional Terms”) at any time, from time to time, and for any reason. All Additional Terms will take effect upon posting on the Site. Except to the extent prohibited by mandatory applicable law, you waive any right to receive specific notice of each such change. It is your responsibility periodically to review these Terms of Use and the Additional Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use and in any revised Additional Terms by your continued use of the Site or Services after the date such revised Terms of Use or revised Additional Terms, as the case may be, are posted. If you disagree with these Terms of Use or any Additional Terms, your sole and exclusive remedy is to discontinue your use of the Site or Services.

Requirements for Use; Security

You must have compatible computing and/or mobile devices, access to the internet, and certain necessary software to use the Site. Fees and data charges may apply to your use of the Site and the Internet. You may be required to create an account to access and use certain parts of the Site and/or the Services. You agree to provide information that is accurate, complete and correct, and you agree to update such information as necessary from time to time. You agree that you will not allow another person to use your account and you will keep your account credentials confidential at all times. You are responsible for all activities that occur under your account. You may not transfer or share your password with anyone else, or create more than one account. You may not use anyone else’s account at any time. Claya disclaims any and all liability for any and
all losses and damages arising from your failure to comply with this section.

Our Services; No Medical Advice

Telehealth Services. Claya is not licensed to practice medicine and does not prescribe medication or provide medical advice, diagnosis, consultation, treatment, care, prescriptions, recommendations or other healthcare services (the “Healthcare Services”), through the Site or otherwise. Instead, the Site provides technology that allows you to access certain Healthcare Services through its online platform (“Telehealth Services”), in order to facilitate certain aspects of healthcare, such as diagnosis, consultation, treatment, education and care management. Our Services may include access to one or more medical groups and/or medical organizations (“Medical Groups”) who may provide Healthcare Services through the Site. These Medical Groups employ or contract with licensed physicians, medical providers and other clinicians (“Providers”) who offer certain Healthcare Services via the Site. All Providers who deliver Healthcare Services through the Site are (1) entirely independent practitioners contracted or employed with affiliated Medical Groups that coordinate with Claya, and (2) solely responsible for the Healthcare Services you receive. Claya makes no guarantee, representation or warranty as to the content or quality of any Healthcare Services from any Provider or the appropriate course of treatment for your particular health care situation or needs, via the Site or otherwise. You agree that you are financially responsible for the cost of any Provider’s professional services.

Providers utilize the Site to connect with you. Providers do not render services on behalf of Claya. Telehealth Services may not be appropriate for all patients. Claya does not guarantee that you can or will be treated by a Provider via the Site, or that you will receive a prescription for any medication. Providers reserve the right to deny care if, in the professional judgment of the Provider, the provision of Healthcare Services is not medically or ethically appropriate for your situation, or for any other reason in the discretion of the Provider. If you do receive services from a Provider, after reviewing your information, the Provider in their independent professional judgment, will determine whether to prescribe medication, other treatments, or, alternatively, recommend that you consult with alternative clinical resources.

Claya does not control and is not involved in any information and/or communication between you and a Provider. Claya is not responsible for any information and/or communication provided by, or any acts or omissions of, any Provider or their Medical Group. Claya is not responsible for any Healthcare Service provided by a Provider or their Medical Group, or any results, including any personal injury or property damage. You should contact your own physician immediately if your condition worsens or if you require emergency care.

Accessing the Site or the Services does not create any patient-provider or patient-doctor relationship. The Site is structured for use specific to certain Healthcare Services and are not, and should not, be considered, or used, as comprehensive medical advice, care, diagnosis, or treatment. In some cases, the Services may not be the most appropriate way for you to provide information to, communicate with, or seek medical care and treatment from a Provider. For example, your Provider may determine that your diagnosis or treatment requires an in-person office visit or otherwise cannot be appropriately addressed through use of the Services. In such a case, you may be notified that you will be unable to use the Services for the particular issue for which you requested assistance, along with additional information regarding next steps. CLAYA IS NOT RESPONSIBLE OR LIABLE FOR ANY MEDICAL ADVICE, CARE, DIAGNOSIS, TREATMENT OR OTHER HEALTHCARE SERVICES, OR ANY OTHER ADVICE, INFORMATION, SERVICES OR PRODUCTS THAT YOU MAY OBTAIN THROUGH THE PROVIDERS OR MEDICAL GROUPS.

To the extent the Services you seek require care by a licensed provider, all Healthcare Service consultations are provided by a Provider licensed in the state where you, the patient, are located, and are delivered via a secure platform that complies with the privacy and security standards established by the Health Insurance Portability and Accountability Act (“HIPAA”). Providers who provide Healthcare Services may provide diagnoses and prescribe medication, if clinically appropriate. Similarly, Providers may issue prescriptions both for controlled and non-controlled substances regulated by the federal Drug Enforcement Agency (“DEA”), encompassing both commercially available and compounded medications.

Educational Resources. The Site also provides general educational resources to facilitate your access to our Services. Any such resources and information provided on or accessible through the Site is for informational and educational purposes only and is not intended to be a substitute for Healthcare Services and are not intended for use in the diagnosis, treatment, mitigation, cure or prevention of any disease or other medical condition.

Pharmacy Services. By accepting these Terms of Use and using the Site, you additionally understand and agree that: (i) Claya is not acting as a pharmacy, nor does Claya control or interfere with any such services or how medication is provided, and (ii) you may be entering into a relationship with a third-party pharmacy, pharmacist, and/or pharmacy group or other such relationship with any one or more such third-party entities (including the Partner Pharmacies listed at the end of these Terms of Use), (iii) Claya does not recommend or endorse any specific treatment, medication, prescription drug, product, healthcare provider or pharmacy that may be mentioned on the Site, and (iv) Claya does not guarantee the results or quality of any medication or products offered by any third party through the Site or otherwise. Reliance on any advice, recommendation or information provided by Claya, any Medical Group, any Provider or any other party, is solely at your own risk. DUE TO APPLICABLE LAWS OF THE STATE OF LOUISIANA, OUR THIRD-PARTY PRTNER PHARMACIES CANNOT PROVIDE COMPOUNDED GLP-1 MEDICATIONS TO RESIDENTS OF THE STATE OF LOUISIANA.

Electronic Communications

By accepting the Terms of Use, you agree and consent to Claya sending you disclosures, notices, messages, reports, and other communications electronically. It is your responsibility to monitor these communications. You agree that any notices, agreements, disclosures, or other communications that Claya sends to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. You acknowledge and agree that you will not hold Claya or any Claya affiliate 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.

Access Rights and Prohibited Use

The Site is hosted in the United States and intended for use only by United States residents. The information provided on the Site is not intended for distribution to or use by any person or entity outside of the United States or in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is intended for users who are at least 18 years old or are able to independently consent to the requested Healthcare Services in their jurisdiction. Persons under the age of 18 or who are otherwise not able to independently consent to the requested Healthcare Services in their jurisdiction are not permitted to use or register for the Site
or Services.

Your Protected Health Information or “PHI”

You understand and agree that the Site is intended to facilitate the Healthcare Services by assisting with or providing (a) the development and gathering of healthcare records and information with retention of the same for use in professional encounters and communications with Providers; (b) administrative support in connection with scheduling and payment for Healthcare Services; (c) administrative support in connection with coordinating fulfillment and payment for prescription medications ordered or prescribed by Providers performing Healthcare Services; and (d) telecommunications and technology support for using the Site as a means of direct access to Providers provided by Medical Groups for communication, consultations, assessments, and treatment by such Providers.

Although Claya is not a “Covered Entity” under HIPAA, you understand that Claya gathers unique information from you to enable a Provider to provide Healthcare Services for you, including applicable health information (such as your past and present health conditions, medications, and blood pressure), diagnostic tests, as applicable, and personal information (such as your name, location and demographic information) (collectively, “Your Information”). This information may be medical information that may be protected under applicable laws.

As such, you give your consent to Claya to send and disclose to the Medical Groups and their Providers Your Information so that you may receive Healthcare Services. Further, you consent to the delivery of Your Information to affiliated and unaffiliated pharmacies, laboratories, and other diagnostic testing companies as part of the coordination of desired fulfillment and payment for diagnostic testing, prescription medications, and medical services recommended as part of the Healthcare Services. One or more of the labs, pharmacies or Medical Groups may or may not be a “covered entity” or “business associate” under HIPAA, and Claya may in some cases be a “business associate” of a lab, pharmacy or Medical Group. While state-specific privacy laws may apply, HIPAA does not necessarily apply to an entity or person simply because there is health information involved, and HIPAA may not apply to your transactions or communications with Claya, the Medical Groups, the Providers, the labs, or the pharmacies. To the extent Claya is deemed a “business associate” and solely in its role as a business associate, Claya may be subject to certain provisions of HIPAA with respect to “protected health information” (“PHI”), as defined under HIPAA, that you provide to the labs, pharmacies, or Medical Groups. In addition, any medical or health information that you provide that is subject to specific protections under applicable state laws (collectively, with PHI, “Protected Information”), will be used and disclosed only in accordance with such applicable laws. Any information that does not constitute Protected Information under applicable laws, however, may be used or disclosed in any manner permitted under our Privacy Policy. Protected Information does not include information that has been de-identified in accordance with HIPAA. The Medical Groups and Providers have adopted a Notice of Privacy Practices that describes how they use and disclose Protected Health Information. By accessing or using any part of the Service, you are acknowledging receipt of the Notice of Privacy Practices from your Medical Group and Provider(s).

By using the Service, you further agree if HIPAA does apply to Claya, the Medical Groups, the Providers, the labs, or the pharmacies, any information that you submit to that is not intended and used solely for the provision of diagnosis and treatment by the Medical Group and Providers or prescription fulfillment by the pharmacies or laboratory services by the labs, is not considered Protected Information, and will be subject only to our Privacy Policy and any applicable state laws that govern the privacy and security of such information.

Prohibited Activities

Claya reserves the right to investigate, suspend and/or terminate your account if you misuse the Site or behave in a way that Claya regards as inappropriate or unlawful. The following is a partial list of the type of actions that you may not engage in with respect to the Site. You shall not:

• impersonate any person or entity;
• sell any tobacco products;
• use the Site in an illegal manner or to commit an illegal act;
• access the Site in a jurisdiction in which it is illegal or unauthorized;
• ask users to or use the Site to conceal the identity, source, or destination of any illegally gained money or products;
• use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents;
• collect usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking
  to the Site;
• interfere with or disrupt the Site or the servers or networks connected to the Site;
• email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the
  functionality of any computer software or hardware or telecommunications equipment;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Site (either directly or indirectly through use of third party software).

User Representations

By using the Site, you represent, warrant and covenant that: (1) all registration or account information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use and the Additional Terms; (4) you are at least 18 years old or otherwise able to independently consent to the receipt of the Healthcare Services requested in your jurisdiction; (5) you will not access the Site through automated or nonhuman means, whether through a bot, script or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

Proprietary Rights

Claya owns and retains all proprietary rights in the Site, including all data, images, audio, video, graphics, icons, logos, designs, documentation, information, resources and other content (“Content”), and all trademarks, trade names, service marks and other intellectual property rights related thereto. All of the Content is the property of Claya or its content suppliers, is protected by United States and international copyright laws and may be subject to other intellectual property protections, including patent and trademark rights. You agree to not copy, modify, transmit, distribute, display, perform, reproduce, publish, seller, create any derivative works from or otherwise make use of in any way, any Content, without first obtaining the prior written consent of Claya or, if such Content is not owned by Claya, the owner of such intellectual property or proprietary rights. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any Content, including copyright, trademark and other intellectual property notices.

Copyright Policy; Notice and Procedure for Making Claims of Copyright Infringement

As described above, you may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:

• identification of the copyrighted work that you claim has been infringed;
• identification of the material that you claim is infringing and information reasonably sufficient to enable Claya to find the material on the Site, such as a URL;
• your address, telephone number and email address;
• a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.

Notice of claims of copyright infringement should be provided to Claya’s Copyright Agent (the Copyright Agent shall also be responsive for any claims of copyright infringement regarding the Digital Millennium Copyright Act) at [email protected], or the following address: Claya.com, 20 Jack Rabbit Place, Highlands Ranch, CO 80126.

Claya will terminate the accounts of repeat infringers.

Operation of and Changes to the Site and the Services

We reserve the right, at any time, in our sole discretion, with or without notice and without any liability to you: (a) to temporarily or permanently modify, suspend, discontinue or terminate operation of the Site or the Services, or your access to the Site or the Services, or any portion of the Site or the Services, as a result of your violation of these Terms of Use or for any other reason in our sole and absolute discretion; (b) modify or change the Site or the Services, or any portion thereof; and (c) interrupt the regular operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, to correct errors, or to make other changes to the Site or for any other reason in our sole and absolute discretion.

Disclaimers

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, CLAYA PROVIDES THE SITE AND THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SITE AND THE SERVICES (INCLUDING ALL INFORMATION AND CONTENT CONTAINED ON THE SITE), INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CLAYA DOES NOT REPRESENT OR WARRANT THAT THE SITE AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED OR ERROR FREE, SECURE OR THAT ANY DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS AND INACCURACIES IN THE SERVICES OR THE CONTENT AND MATERIALS AVAILABLE THROUGH THE SITE AND SERVICES.

WE DO NOT MAKE ANY REPRESENTATIONS, NOR DO WE ENDORSE THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF ANY INFORMATION, ADVICE, OPINION, STATEMENT, ALERT, NOTIFICATION OR OTHER MATERIAL OR DATA DISPLAYED OR UPLOADED OR DISTRIBUTED THROUGH THE SITE AND/OR SERVICES. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICES. WE MAKE NO WARRANTY REGARDING ANY SERVICES OR PRODUCTS PURCHASED THROUGH THE SITE OR THE SERVICES OR THROUGH HYPERLINKED SITES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, FORM THE SITE OR FROM ANY RELATED PARTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

WE DO NOT GUARANTEE OR WARRANT THAT THE SITE, SERVICES, CONTENT OR MATERIALS THAT MAY BE DOWNLOADED FROM THE SITE DO NOT CONTAIN VIRUSES, WORKS, TROJAN HORSES OR OTHER DESTRUCTIVE MATERIALS, AND WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTED TO SUCH FEATURES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR DEVICE, COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL. IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR OBTAIN ANY MATERIAL THROUGH THE SITE.

From time to time, Claya may make third party opinions, advice, statements, offers, or other third-party information or content available through the Site. All third-party content is the responsibility of the respective authors thereof and should not necessarily be relied upon. Such third-party authors are solely responsible for such content. CLAYA DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY CONTENT PROVIDED THROUGH THE SITE, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS IN THE SITE. UNDER NO CIRCUMSTANCES WILL CLAYA OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED IN THE SITE, OR TRANSMITTED TO OR BY ANY USERS.

Links to Other Websites or Resources

The Site may contain, and the Site or third-parties may provide, advertisements and promotions offered by third parties and links to other websites or resources. You acknowledge and agree that Claya is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or services, or other materials on or available from such websites or resources. Your correspondence or business dealings with, or participation in promotions of, third parties found in or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third-parties. You further acknowledge and agree that Claya shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, advertising, goods or services or other materials available on or through any such website or resource.

YOU HEREBY WAIVE AND RELEASE ANY CLAIMS AGAINST CLAYA FOR ANY AND ALL RESPONSIBILITY OR LIABILITY TO ANY DAMAGE, OR ANY OTHER CLAIM, THAT MAY ARISE FROM OR IN CONNECTION WITH YOUR USAGE OF THIRD-PARTY SERVICES AND DEALINGS WITH THIRD-PARTIES. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR USE OF THE SITE AND THE SERVICES OR INFORMATION, AND HYPERLINKED SITES. SERVICES AND INFORMATION PROVIDED BY HYPERLINKED SITES OR THIRD PARTIES MAY BE SUBJECT TO THE ADDITIONAL TERMS AND CONDITIONS OF THOSE PROVIDERS.

Limitation of Liability; Indemnification

BY USING THE SITE AND SERVICES, YOU AGREE TO HOLD HARMLESS AND WAIVE ALL CLAIMS AGAINST CLAYA AND ITS MEDICAL GROUPS, MEDICAL PROVIDERS, SERVICE PROVIDERS, CLIENTS, LICENSORS AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES (“RELATED PARTIES”), REGARDING YOUR USE OF THE SITE AND THE SERVICES. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL CLAYA OR ITS RELATED PARTIES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF GOODWILL, DAMAGES FOR LOSS, CORRUPTION OR BREACHES OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF CLAYA AND/OR ITS RELATED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF CLAYA AND ITS RELATED PARTIES TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED DOLLARS ($100.00). YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE OR THE TERMS OF THESE TERMS OF USE MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

BY USING THE SITE AND SERVICES, YOU ALSO AGREE INDEMNIFY, HOLD HARMLESS AND DEFEND CLAYA AND ITS RELATED PARTIES FROM AND AGAINST ALL LOSSES, CLAIMS, LIABILITIES, DEMANDS, COMPLAINTS, ACTIONS, DAMAGES, JUDGMENTS, SETTLEMENTS, FINES, PENALTIES, EXPENSES AND COSTS (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES) THAT ARISE OUT OF OR IN CONNECTION WITH (A) YOUR VIOLATION OF APPLICABLE LAWS; (B) YOUR MISUSE OF ANY CONTENT, THE SITE OR THE SERVICES; (C) YOUR ACTS OR OMISSIONS, WHETHER OR NOT THEY RISE TO THE LEVEL OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; AND (D) YOUR BREACH OF THESE TERMS OF USE OR ANY OTHER AGREEMENT WITH CLAYA. CLAYA SHALL HAVE THE RIGHT TO ASSUME THE DEFENSE OF AND CONTROL ANY PROCEEDING SUBJECT TO INDEMNIFICATION BY YOU, AT YOUR SOLE COST AND EXPENSE.

Notice

Claya may provide you with notices, including those regarding changes to these Terms of Use, using any reasonable means now known or hereafter developed, including by email, regular mail, SMS, MMS, text message or postings in the Site. Such notices may not be received if you violate these Terms of Use by accessing the Site in an unauthorized manner. You agree that you are deemed to have received any and all notices that would have been delivered had you accessed the Site in an authorized manner.

Payments

You agree to pay all fees due for Services and Healthcare Services requested pursuant to all payment terms presented to you when engaging in transactions. Prices are subject to change at any point in our sole discretion. You will see a prompt for your payment details, such as your credit card information and any promotional codes you may have.

By entering your payment information and submitting your request, you authorize us, our affiliates, and/or our third-party payment processors, to charge the amount due and retain credit card information which will be kept on file to be used as a form of payment for fees incurred for co-pays, co-insurance, deductibles, late cancellations, missed appointments, returned checks, failed payments, past due account balances, fees associated with subsequent medical services, and/or Subscription Services (as defined below).

You understand and agree that you are responsible for all fees due to receive Services and Healthcare Services, including any fees charged by the Medical Groups, Provider(s), pharmacy(ies) and lab(s) that provide Healthcare Services to you in connection with the Services. Your payments to Claya may include fees charged by the Medical Group(s), Provider(s) and pharmacy(ies) for Healthcare Services, which Claya collects on their behalf. Any Healthcare Services not provided by a Provider, Medical Group, or the Claya, or otherwise made available through the Services are not included in the payments collected by Claya and you may be separately charged by the applicable health care organization(s) and/or provider(s) of such services. In the event that your credit card expires or Claya, its affiliates, or its third-party payment processors are unable to process your payment, you may receive a request to provide an alternative payment method. Claya and/or the Medical Group (s) and/or Provider(s) have no obligation to provide any Healthcare Services or pharmacy services unless and until full payment has been received and/or verified. You are responsible for keeping your payment information (such as credit card number and billing address) accurate and up to date at all times.

Certain products or services offered on the Services may be offered on a subscription basis (“Subscription Services”). For Subscription Services, your payment method will be automatically charged at regular intervals as described during the checkout process for the applicable Subscription Services. You may cancel a subscription at any time (subject to the terms of the applicable Subscription Service) by sending an email with your name and email address associated with the service to [email protected] or contacting your provider directly. Your Subscription Services may be governed by provider policies and cancellation procedures not set forth in these Terms of Use. If you cancel, you will continue to have access to the Services through the end of the applicable billing period for which payment was made.

EXCEPT AS OTHERWISE SET FORTH IN ANY RETURN OR REFUND POLICY PROVIDED TO YOU ON THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT DUE TO THE NATURE OF THE PRODUCTS AND SERVICES PURCHASABLE THROUGH THE SERVICES ANY APPLICABLE FEES AND OTHER CHARGES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.

Claya does not accept commercial health insurance plans, is not in-network with any commercial health insurance plans, and is not enrolled with federal or state healthcare programs, such as Medicare and Medicaid. By choosing to use the Services, you understand that you are obtaining products and services on a cash-pay basis. Thus, you are solely responsible for the costs of any Services or products provided to you through the Services. Accordingly, you will not 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.

Termination; Survival

These Terms of Use will remain in full force and effect as long as you continue to use or access the Site and/or the Services. You may only terminate these Terms of Use by discontinuing your use and access of the Site and Services. Your permission to use and access the Site and Services automatically terminates if you violate these Terms of Use. Any provisions of these Terms of Use that by their nature are intended to survive, will survive any such termination or cancellation.

Claya may terminate or suspend any of the rights granted by these Terms of Use and your access to and use of the Services with or without prior notice, for any reason, and at any time, including for violations of these Terms of Use. The following provisions survive the expiration or termination of these Terms of Use for any reason whatsoever: Disclaimers; Limitation of Liability; Indemnity; Governing Law; Entire Agreement; and Assignment. Subject to applicable law, Claya reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Site pursuant to its internal record retention and/or content destruction policies. After such termination, Claya will have no further obligation to provide the Services, except to the extent a Medical Group is obligated to provide you access to your health records or is required to provide you with continuing care under applicable legal, ethical and professional obligations to you. You agree that if your use of the Services is terminated pursuant to these Terms of Use, you will not attempt to use the Services in any way, and further agree that if you violate this restriction after such termination, you will indemnify and hold Claya harmless from any and all liability that Claya may incur therefore.

Entire Agreement

These Terms of Use, together with the Additional Terms, contain the entire agreement between you and Claya regarding the Services and the use of the Site. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. These Terms of Use operate to the fullest extent permissible by law. If any provision of these Terms of Use is held invalid, the remainder of these Terms of Use shall continue in full force and effect. The failure of Claya to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. You agree that your online account is non-transferable and all of your rights to your profile or contents within your account terminate upon your death. No agency, partnership, joint venture or employment is created as a result of these Terms of Use and you may not make any representations or bind Claya in any manner.

Assignment

You may not assign any of your rights under these Terms of Use, and any such attempt will be null and void. Claya may, in its sole discretion, assign or transfer, without further consent or notification, these Terms of Use or any or all of the contractual rights and obligations pursuant to these Terms of Use, in whole or in part, to any affiliate of Claya, or to a third-party in the event that some or all of the business of Claya is transferred to such other third-party by way of merger, sale of its assets, or otherwise.

Governing Law; Binding Arbitration

These Terms of Use, and any dispute between you and Claya, shall be governed by the laws of the state of Delaware without regard to principles of conflicts of law. In the event of a dispute with Claya, you agree to provide notice and an opportunity to resolve any such disputes informally by contacting us at [email protected]. If we are not able to resolve your dispute within sixty (60) days after we confirm receipt of your email, you may seek relief through final, binding arbitration, as set forth below.

Any dispute, claim or controversy between you and Claya and/or any of its Related Parties arising out of, relating in any way to, or in connection with the Terms of Use, the Site or your use of the Site or the Services or your User Data, including those that arose before you accepted these Terms of Use (each, a “Dispute”), shall be resolved exclusively by final, binding arbitration. You and Claya each give up the right to go to court and have a Dispute heard by a judge or jury (except as otherwise set forth in these Terms of Use). The provisions of this Section will constitute your and Claya’s written agreement to arbitrate any Dispute under the Federal Arbitration Act (9 U.S.C. § 1 et seq.) (“FAA”), including its procedural provisions, in all respects. This means that the FAA governs, among other things, the interpretation and enforcement of this arbitration agreement and all of its provisions, including, without limitation, the class action waiver set forth in these Terms of Use. State arbitration laws do not govern in any respect. Further, you and Claya each agree that the Terms of Use evidence a transaction involving interstate commerce and will be governed by and construed in accordance with federal law to the fullest extent possible.

To begin an arbitration proceeding after complying with the informal dispute resolution provisions described above, you must submit file an arbitration claim to be resolved through arbitration administered by the American Health Law Association (“AHLA”) Dispute Resolution Service and conducted pursuant to the AHLA Rules of Procedure for Arbitration, which can be found at americanhealthlaw.org. You must also give notice to Claya via email at [email protected].

If you commence an arbitration in accordance with these Terms of Use, you will be required to pay half of AHLA’s filing fee. You will not be responsible for paying any other fees for the arbitration, other than your portion of the filing fee; all other fees or expenses charged by AHLA will be paid by us (unless the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose). Further, if AHLA determines that you are unable to pay any part of the filing fee, we will pay that part too.

The following rules and procedures will apply to any arbitration proceeding brought under these Terms of Use:

• Any arbitration will be administered by relevant rules of the AHLA, except as modified by these Terms of Use.
• The arbitration will be conducted by a professional arbitrator(s) with substantial experience in resolving similar disputes. The arbitrator(s) will be selected pursuant to AHLA’s standard process.
• Unless applicable law provides otherwise, the arbitration proceeding and all records pertaining to it—including but not limited to any documents prepared or produced in connection with the arbitration proceeding, as well as the hearing and the arbitration award—will be confidential and will not be disclosed to any third party, except as necessary to obtain court confirmation of the arbitration award.
• Any action shall take place in the state and federal courts located in the City and County of Denver, Colorado, and you consent to said jurisdiction.

Any question or matter of arbitrability of a Dispute will be determined by the arbitrator(s) assigned to, or chosen for, the Dispute. For clarity, this means any determination of whether a Dispute will be governed by arbitration will be determined solely by the arbitrator(s) and not in a court of law or other judicial forum. You agree and acknowledge that you are waiving your right to seek a determination of arbitrability in a court of law or other judicial forum.

If you do not wish to resolve Disputes by binding arbitration as set forth in this Section, you may provide us with written notice of your election to opt-out by emailing [email protected] within ten (10) days of your first visit to this Site. If your opt-out notice is timely received, you agree that any Disputes will instead be exclusively brought in and decided by the state and federal courts located in the City and County of Denver, Colorado.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542: “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.”

Jury Trial Waiver; Venue

You and Claya each acknowledge and agree that, if for any reason a Dispute proceeds in court rather than in arbitration, each party waives any right to a jury trial, any action shall take place in the state and federal courts located in the City and County of Denver, Colorado, and you consent to said jurisdiction.

No Class Actions

YOU AGREE THAT YOU MAY ONLY BRING CLAIMS AGAINST CLAYA IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Claya agree in writing, the arbitrator(s) may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

Time Limitation on Claims

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU MUST COMMENCE A DISPUTE AGAINST CLAYA OR ANY RELATED PARTY BY DELIVERY OF A NOTICE OF ARBITRATION OR COMMENCE A LAWSUIT WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE DISPUTE OCCURS, OR YOU AGREE THAT IT WILL BE FOREVER BARRED.

Equitable Relief

You agree that any violation, or threatened violation, by you of these Terms of Use will cause irreparable and unquantifiable harm to Claya and/or the Related Parties. You agree that monetary damages may be inadequate for such harm and consent to our seeking injunctive or equitable relief, in addition to monetary damages and other relief available under applicable laws. These remedies are in addition to any other remedies Company may have at law or in equity. Moreover, we may pursue such equitable relief in any court of competent jurisdiction.

Severability

If any court, arbitrator or other legal authority determines that any part of these Terms of Use is illegal or unenforceable, then such part will be eliminated or adjusted accordingly, and the remaining terms will remain in force and effect and continue to apply to your use of the Site and Services.

Partner Pharmacies

RedRock Pharmacy
1240 E 100 S #220, St. George, UT 84790
+1 (801) 433-9500
https://www.redrockrx.com

Healthware House
7107 Industrial Rd. Florence, KY 41042
+1 (800) 748-7001
https://www.healthwarehouse.com/

Contact Us

If you have any questions about the Site, the Services or these Terms of Use, please contact us at [email protected]