Terms of Service

1. Introduction; Who We Are

Ironvale Inc, a Texas corporation with a mailing address at 12-45 River Rd #117, Fair Lawn, NJ 07410, doing business as “Ironvale RX” (“Ironvale,” “we,” “us,” or “our”), owns and operates the websites located at https://ironvalerx.com and https://www.ironvalerx.com (the “Websites,” and together with any affiliated mobile application, the “Sites”).

So that responsibilities are clear, the services available through the Sites involve the following separate parties:

• Ironvale Inc — operates the Sites, the online storefront, customer support, billing administration, and non-clinical program coordination. Ironvale is a technology and administrative services company. It is not a health care provider and does not practice medicine.
• Bask Health Inc (“Bask”) — provides the telehealth technology infrastructure through which intake information is collected and clinical encounters are conducted. Bask processes health information as a business associate pursuant to a Business Associate Agreement.
• Arora Health & Aesthetics, LLC — together with any other, additional, affiliated, or successor independent professional entity engaged to provide clinical services through the Services (each and collectively, the “Medical Group”) — an independent professional entity whose state-licensed clinicians provide all clinical services, including evaluations, diagnoses, and prescribing decisions. Any provider-patient relationship is formed exclusively with the Medical Group and its clinicians.
• Pharmacy Network — independent licensed pharmacies, including 503A compounding pharmacies, that dispense and ship medications prescribed by Medical Group clinicians.

The “Services” may include: (i) providing information on health care and wellness (“Content”); (ii) operating the online storefront through which you may enroll in programs; (iii) collecting and retaining health care information for use by the Medical Group in connection with clinical encounters and pharmacy services; (iv) administrative support in connection with scheduling and payment; (v) telecommunications support providing access to the Medical Group and its clinicians for communication, consultations, assessments, and treatment; and (vi) coordination of prescription fulfillment through the Pharmacy Network.

These Terms of Use are entered into between you and Ironvale Inc, even if you arrived at the Sites through a third-party website or application. Your use of the Bask platform is additionally subject to Bask Health Inc’s applicable terms and privacy policy available at bask.health. The Sites and Services are continually under development, and we may revise these Terms of Use at any time; changes are effective upon posting, and your continued use after posting constitutes acceptance. If you disagree with these Terms of Use, your sole and exclusive remedy is to discontinue use of the Sites and Services.

2. Availability; Eligibility

Certain Services are available only to individuals located in states where the Medical Group’s clinicians are licensed and where applicable law permits the relevant mode of telehealth. To qualify to use the Services you must: (a) be age 18 or over; (b) be located in a state where we operate for the Service requested; and (c) agree to be bound by these Terms of Use. Satisfying these requirements does not guarantee that you will receive Services; the Medical Group applies clinical eligibility criteria, and not everyone is a candidate for treatment.

3. Consent to Telehealth

Telehealth involves the delivery of health care services using electronic communications between a provider and a patient who are not in the same physical location, and may be conducted asynchronously (store-and-forward questionnaires and messaging) or synchronously (real-time audio-video visits). Certain services, conditions, states, or medication classes — including any controlled substance — may require a real-time audio-video evaluation or an in-person examination as a condition of treatment, and the Medical Group’s clinicians determine the required modality in accordance with applicable law and clinical judgment. Please review our Consent to Telehealth, which describes the risks, benefits, and limitations of telehealth and is hereby incorporated into these Terms of Use by reference.

4. Privacy

Please review: (1) the Ironvale Privacy Policy, which describes how Ironvale collects and uses your information; and (2) the Notice of Privacy Practices of the Medical Group (currently Arora Health & Aesthetics, LLC), which describes how the Medical Group uses and discloses your protected health information and how you may access it. Ironvale and Bask process protected health information on behalf of the Medical Group as business associates pursuant to Business Associate Agreements. Both documents are incorporated into these Terms of Use by reference.

5. Your Relationship With Ironvale

Ironvale does not provide any medical services. Ironvale provides a technology platform through which you may access clinicians employed by or contracted with the Medical Group. The decision to focus on diagnosis, treatment recommendations, or both rests with you and your clinician, and the decision whether to prescribe any medication rests solely with the clinician. By using the Services you are not entering into a provider-patient relationship with Ironvale. The health and wellness resources made available through the Services are not a substitute for in-person care in all cases.

By accepting these Terms of Use, you agree and consent to receiving disclosures, notices, messages, reports, and other communications from Ironvale, its affiliates, or health care providers. It is your responsibility to monitor these communications, and you agree that you will not hold us liable for any loss or claim resulting from your failure to read them or to comply with treatment recommendations they contain.

6. Communications by Text Message and Email

By opting in to receive text (SMS) messages from Ironvale or by sending Ironvale an initial text message, you consent to receiving text messages regarding your account and use of the Services, which may include order confirmations, shipping notifications, messages from your health care provider, and other transactional messages, as well as promotional messages to the extent you have separately opted in to receive them. Consent to marketing messages is not a condition of purchase. You may opt out at any time by replying STOP. You are responsible for messaging and data charges. Text messages and standard email are not encrypted and may be intercepted by third parties; if you choose to send or receive health information by text or email, you do so at your own risk. For issues, contact support@ironvalerx.com.

7. Marketing Preferences; Cross-Sell Communications; Testimonials

Separate opt-in for marketing. Marketing communications — including communications about other Ironvale RX products and services that may complement a program you have purchased — are sent only if you separately opt in through a distinct, clearly labeled consent presented at intake, at checkout, or in your account settings. Marketing consent is presented separately from these Terms of Use, is never a condition of purchase or of receiving care, and may be withdrawn at any time as easily as it was given (including via the unsubscribe link in any email or by replying STOP to any text). Where any such communication involves protected health information held by the Medical Group, it is made only pursuant to a valid written HIPAA marketing authorization obtained from you by the Medical Group, which you may revoke at any time.

What we will not do. We do not disclose your health information — including the programs or conditions associated with your account — to third-party advertising platforms for their marketing purposes, and we do not sell your health information, as described in our Privacy Policy. Your separate marketing opt-in authorizes communications from Ironvale RX to you; it does not authorize disclosure of your health information to third-party advertisers.

Testimonials. We use patient testimonials, reviews, images, or outcome stories in our marketing only with a separate signed Testimonial and Media Release, which describes the scope of the license you grant, may be revoked prospectively at any time, and is never a condition of purchase or of receiving care. Any testimonial we publish is presented consistent with FTC endorsement rules, including disclosure that individual results vary.

8. Consultative Services; Limitations

A Medical Group clinician consulting with you through the Services may not have the benefit of information that would be obtained by examining you in person. Provide complete and accurate information about your medical history, medications, supplements, and allergies. You acknowledge and agree that: (i) any diagnosis you receive may be limited and, in some cases, provisional; (ii) the Services are not intended in all cases to replace a full medical evaluation or in-person visit; (iii) a clinician acting through the Services may not have information usually obtained through a hands-on physical examination; and (iv) the absence of a physical examination may affect the clinician’s ability to diagnose a condition. Clinicians may be limited by state or federal law in prescribing certain medications without a prior real-time or in-person evaluation.

9. Orders, Storefront, and Shipping

Product and program descriptions, pricing, and availability are subject to change without notice, and we reserve the right to correct pricing or descriptive errors, to refuse or cancel any order placed at an erroneous price, and to limit quantities. Promotional codes and introductory offers are subject to their stated conditions, are limited to one per customer unless stated otherwise, and cannot be applied retroactively.

Shipping charges are stated at checkout and are charged to you in addition to program fees. Standard, refrigerated, and expedited options may be offered; refrigerated medications must be refrigerated promptly upon receipt. Title and risk of loss pass to you upon delivery by the carrier. Sales tax is calculated and added at checkout based on the ship-to location where required by law. Delivery timelines are estimates only, and no shipment occurs unless and until a Medical Group clinician has issued a valid prescription and a current clinical authorization is on file.

10. Programs, Commitment Periods, Renewals, and Refunds

• What you are buying. Programs sold through the Sites are subscriptions to a clinical service program that includes access to clinician evaluation and oversight through the Medical Group, care coordination, and, where applicable, coordination of medication fulfillment through the Pharmacy Network. Medication is dispensed only pursuant to a valid prescription issued in the prescriber’s independent judgment. Enrollment in a program is not a guarantee that any medication will be prescribed.
• Approval gate; refund if not approved. No medication ships and no clinical program begins until you complete the required intake and the Medical Group determines you are a candidate. If you are not approved at intake, your program is cancelled and all program payments and pre-payments will be refunded in full, to your original payment method or through your financing provider, within a commercially reasonable period not to exceed ten (10) business days.
• Commitment periods. Programs may be offered on a monthly basis or with a discounted 3-, 6-, or 12-month commitment period. The commitment length, per-month price, and total cost of the commitment are disclosed at checkout. A commitment is a binding obligation to pay for the full stated term.
• Clinical release. If, during your commitment period, a Medical Group clinician determines that you are clinically ineligible to continue treatment (for example, due to adverse laboratory results, a contraindication, or intolerance), you will be released from the remainder of your commitment: recurring billing stops, and any prepaid amount attributable to the unused portion of your term will be refunded within ten (10) business days.
• Periodic evaluations; holds. Continued treatment requires periodic clinical evaluations and, where applicable, laboratory testing at the cadence determined by your clinician. Declining or failing to complete a required evaluation is not a clinical release: shipments pause until the evaluation is completed, and your payment obligation continues. Completing the evaluation results in either continued treatment or a clinical release as described above.
• Renewal. Commitments do not renew automatically. Before your term ends, we will notify you, and continuing requires a new enrollment, which is subject to a current clinical evaluation. You will not be charged for a renewal term without your affirmative purchase.
• Third-party financing. You may be offered the option to pay for a commitment through a third-party financing provider (such as CareCredit or a buy-now-pay-later provider). Financing is a separate agreement between you and the financing provider, subject to its terms, credit approval, and disclosures; Ironvale does not extend credit. Where a refund is owed on a financed purchase, it will be processed through the financing provider.
• Cancellations and refunds generally. Except as expressly provided in this Section or required by law, program fees are non-refundable, and dispensed medication cannot be returned or refunded once shipped, consistent with pharmacy law. Nothing in this Section limits any non-waivable right you may have under applicable state law.

11. Payment

You agree to pay all fees due for Services requested. By entering your payment information and submitting your request, you authorize us, our affiliates, or our third-party payment processors to charge the amount due. Your payments to Ironvale may include fees charged by the Medical Group and by pharmacies for clinical and pharmacy services, which Ironvale collects on their behalf; medication is charged at the pharmacy’s stated price without markup by Ironvale. If your payment method fails, you may be asked to provide an alternative method, and neither Ironvale nor the Medical Group has any obligation to provide Services unless and until full payment has been received and verified.

12. Special Notice to Medicare and Medicaid Beneficiaries

Federal and state health care programs, such as Medicare and Medicaid, do not pay for all health care costs. As we understand it, neither federal nor state health care programs currently pay for the medical services or products made available through the Services, at least not in the manner provided (telehealth and bundled cash-pay offerings). By using the Services, you acknowledge and agree that: (1) you will pay directly for any medical services and products provided to you; and (2) neither Ironvale nor any affiliated health care organization or provider will bill any federal or state health care program for such services or products.

13. Site Content

Except for specific communications you receive from the Medical Group or its clinicians, no Content available on the Sites should be considered medical advice.

14. Registration and User Accounts

You must register to access the Services. You agree to provide information that is accurate, complete, and current, and to maintain and update it. You are responsible for all activity under your account and for keeping your credentials confidential; do not share your password or create more than one account, and notify us immediately of any unauthorized use at support@ironvalerx.com. We may suspend or terminate accounts that violate this Section and may take any action we deem reasonable to maintain the security of the Sites. Parts of the Sites may be unavailable from time to time, and we are not liable for any such unavailability. Any mobile application is intended for use only on devices running an unmodified, manufacturer-approved operating system; use on a modified (“jailbroken”) device may compromise your protected health information and is a material breach of these Terms of Use.

15. Access Rights and Prohibited Use

Subject to your compliance with these Terms of Use, we grant you a personal, limited, revocable, non-exclusive, non-transferable right to access and use the Sites in the United States solely for your personal, non-commercial use. All rights not expressly granted are reserved. You agree that you will not, and will not attempt to: impersonate any person; use the Sites to violate any law; reverse engineer, disassemble, or decompile any component of the Sites; introduce any virus or harmful code; infringe any third-party right; sell, resell, license, or commercially exploit the Sites or Services; use the Sites to build a competing product; disrupt or impair the Sites or circumvent any security measure; remove any proprietary notices; scrape, copy, or aggregate content by manual or automated means; exceed the scope of use granted; or enable anyone else to do any of the foregoing.

16. Ownership of Information Submitted via the Sites

With the exception of personal data maintained in accordance with our Privacy Policy and applicable law (including, where applicable, HIPAA and state privacy laws), any information you provide to Ironvale through the Sites — including questions, comments, forum communications, and suggestions — will be treated as non-confidential and non-proprietary and will become the property of Ironvale and/or the Medical Group and clinicians utilizing the Services, and may be used for any lawful purpose.

For personal data subject to the foregoing exception, and to the extent permitted by law, you grant Ironvale, our service providers, our successors and assigns, and the Medical Group and its affiliated clinicians a transferable, sublicensable right and license to use, reproduce, modify, analyze, display, and disclose such data as necessary to provide the Services to you, to conduct research and analyses (in de-identified or aggregate form where required), and to design, develop, and improve current and future features, products, and services.

17. Ownership of Site Content; Trademarks

As between you and Ironvale, Ironvale is the sole and exclusive owner of all right, title, and interest in and to the Sites and their content, features, and functionality, and all intellectual property rights therein, together with any feedback you provide. You may not reproduce, distribute, modify, create derivative works of, publicly display, republish, download, store, transmit, sell, or exploit any material on the Sites except as ordinarily permitted through the Sites in accordance with these Terms of Use.

Names, logos, and other marks displayed on the Sites are trademarks of Ironvale or its affiliates, and you may not use them without our prior written permission.

18. Third-Party Links

The Sites may contain links to websites operated by third parties. We provide these links only as a convenience, do not control such websites, are not responsible for their content, and do not endorse them. Your use of linked websites is at your own risk, and only these Terms of Use apply to your use of the Sites.

19. Termination

These Terms of Use remain in effect as long as you access or use the Sites or Services. You may terminate at any time by discontinuing use. Your permission to use the Sites terminates automatically if you violate these Terms of Use, and Ironvale may suspend or terminate your access at any time, with or without notice, for any reason; provided that termination does not relieve either party of obligations under Section 10 (including any refund owed to you or any commitment balance owed by you), and does not limit any obligation of the Medical Group to provide access to your health records or continuing care required by law or professional obligation. The following Sections survive termination: 16, 17, 20, 21, 22, 24, and 25.

20. Disclaimer of Warranties

21. Limitation of Liability

22. Indemnification

You agree to indemnify, defend, and hold harmless Ironvale, its affiliates (including all affiliated professional entities), subsidiaries, and their directors, officers, employees, contractors, licensors, suppliers, representatives, partners, agents, successors, and assigns from and against any and all third-party claims, proceedings, damages, settlements, judgments, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) relating to or arising from your use of the Sites in an unauthorized manner, your fraud, violation of law, or willful misconduct, or any breach by you of these Terms of Use.

23. Modifications to the Sites; Pharmacy Services; Packaging

Ironvale reserves the right at any time to modify or discontinue the Sites or Services, or any portion thereof, with or without notice, and shall not be liable for doing so. If you receive a prescription as a result of the Services, you may select a pharmacy within our Pharmacy Network to fulfill it, and you consent to our disclosing to that pharmacy the information reasonably necessary for you to receive pharmacy services. You acknowledge that, if approved, your medication may not be shipped in child-resistant packaging and that you must keep all medication out of the reach of children.

24. Governing Law; Dispute Resolution; Arbitration

These Terms of Use and your use of the Sites are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. Any dispute arising under or relating to these Terms of Use will be resolved exclusively by final and binding arbitration on an individual basis in Dallas, Texas under the rules of the American Arbitration Association; you and Ironvale each waive the right to a jury trial and to participate in a class action. Either party may bring a claim relating to intellectual property rights, or seek temporary or preliminary injunctive relief, in a court of competent jurisdiction, and the state and federal courts located in Dallas County, Texas shall have exclusive jurisdiction and venue for any such claim. If any part of these Terms of Use cannot be enforced as written, it will be replaced with terms that most closely match its intent, and the remainder will remain in effect.

25. General

No waiver by Ironvale of any term is a further or continuing waiver of that term or any other term. Nothing in these Terms of Use creates any partnership, joint venture, employment, or agency relationship between you and Ironvale, and you may not bind us in any way. You agree that any violation or threatened violation of these Terms of Use may cause us irreparable harm for which monetary damages would be inadequate, and you consent to our obtaining injunctive or equitable relief in addition to all other remedies. You may not assign your rights under these Terms of Use, and any attempt is void; Ironvale may assign or transfer its rights and obligations under these Terms of Use, without further consent or notice, in connection with a merger, acquisition, corporate reorganization, or sale of some or all of its assets.

26. Digital Millennium Copyright Act

Ironvale reserves the right to remove any content available on or through the Sites at any time and complies with the DMCA provisions applicable to internet service providers (17 U.S.C. § 512). Notifications of claimed copyright infringement must include: a signature of a person authorized to act for the copyright owner; identification of the copyrighted work; identification and location of the allegedly infringing material; your contact information; a statement of good-faith belief that the use is unauthorized; and a signed statement, under penalty of perjury, that the information is accurate and you are authorized to act.

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