HEALTHSTAR TERMS AND CONDITIONS

Last updated: January 1, 2025

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Contractual Relationship

These Terms of Use (“Terms”) govern your use or access, of websites, applications, products, content, and services (the “Services,” as more fully defined below) made available by Healthstar Technologies, Inc. and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, "Healthstar", “us” or “we”). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND HEALTHSTAR. By accessing or using the Services, you confirm your agreement to be bound by these Terms, including the information set forth in our privacy policy, located here. Supplemental terms may apply to certain Services, such as policies for a particular event, program, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services. If you do not agree to these Terms, do not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Healthstar may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason, except where prohibited.

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH HEALTHSTAR ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

If your use of the Services is terminated for any reason, then: (a) these Terms will continue to apply and be binding upon you in respect of your prior use of the Services (and any unauthorized further use of the Services), including your indemnification obligations; and (b) any rights or licenses granted to us under these Terms will survive such termination. Healthstar may amend the Terms from time to time. Amendments will be effective upon Healthstar's posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended. Healthstar’s collection and use of personal information in connection with the Services is described in Healthstar's Privacy Policy located here.

Arbitration Agreement

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Healthstar on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Healthstar, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Healthstar by someone else.

Agreement to Binding Arbitration Between You and Healthstar.

You and Healthstar agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Healthstar, and not in a court of law. For the avoidance of doubt, the scope of arbitration includes federal and state statutory and common law claims, including under the consumer protection laws and principles.

You acknowledge and agree that you and Healthstar are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Healthstar otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Healthstar each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

Rules and Governing Law.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Arizona.

Process.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Arizona and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

Location and Procedure.

Unless you and Healthstar otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Healthstar submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision.

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Healthstar will not seek, and hereby waives all rights Healthstar may have under applicable law to recover attorneys' fees and expenses if Healthstar prevails in arbitration, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b))

Fees.

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. Payment of arbitration costs will be governed by the AAA’s fee schedule, unless you are able to show that your portion will be prohibitive as compared to litigation costs, in which case Healthstar will pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to litigation costs. Healthstar also reserves the right in its sole and exclusive discretion to assume responsibility for all arbitration costs imposed by the AAA. Each party agrees to pay its own attorneys’ fees and expenses unless there is a governing statutory provision that requires the prevailing party to be paid attorneys’ fees and expenses. Notwithstanding the foregoing sentence, Healthstar will not seek to recover attorneys’ fees or costs incurred in arbitration from you if you are a consumer, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Severability and Survival.

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

The Services 

Your Relationship with Us.

We make available to individuals who register as users of the Services (“Users”) certain products and services sold or offered by Healthstar or by third-party medical providers, medical groups, pharmacies, laboratories, or other third-parties or vendors via our Services. Our Services may provide access to laboratory services from the following laboratories: Quest Diagnostics and Laboratory Corporation of America (individually, a “Lab,” and collectively, the “Labs”). Through our Services we may also provide you with access to one or more of the following medical groups who provide healthcare and/or mental health services (individually, a “Medical Group,” and collectively, the “Medical Groups”): Sean Penwell, M.D. These Medical Groups employ or contract with physicians, allied health professionals, and/or mental health professionals who offer certain healthcare and/or mental health services (individually, a “Provider,” and collectively, the “Providers”). The Medical Groups we contract with may change from time to time. By accepting this Agreement, you acknowledge and agree that any services you receive from the Medical Groups, Providers, or Labs through our Services are also subject to this Agreement, and that the Medical Groups, Providers, and Labs are third-party beneficiaries of this Agreement. 

We do not control or interfere with the practice of medicine or mental health care by the Medical Groups or any Providers, each of whom is solely responsible for directing the medical care, mental health care, and/or treatment they provide to you. By accepting this Agreement, you acknowledge and agree that Healthstar is not a healthcare provider and that by using the Services, you are not entering into a doctor-patient or other health care provider-patient relationship with Healthstar. By using the Services, you may, however, be entering into a doctor-patient or other health care provider-patient relationship with the Medical Group and/or one or more Providers. Further, we do not control or interfere with any professional service provided by the Labs, each of which is solely responsible for their provision of professional services rendered via the Services. 

By accepting this Agreement, you acknowledge and agree that the Medical Group, Providers, and/or Labs may send you messages, reports, and emails via the Service regarding your diagnosis and/or treatment. You understand and agree that Healthstar is not responsible for the security or privacy of communications services you use to receive the aforementioned messages, reports, and emails sent via the Services. You further understand and agree that it is your sole responsibility to monitor and respond to these messages, reports, and emails and that neither Healthstar, the Medical Groups, the Labs, nor any Provider will be responsible in any way and you will not hold Healthstar, the Labs, the Medical Groups, nor any Provider liable for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or for your failure to comply with any treatment recommendations or instructions from the Labs, Medical Groups, or any Providers. While you are not establishing a doctor-patient or other health care provider-patient relationship with Healthstar, by using the Services, you are establishing a direct customer relationship with Healthstar to use the Services, including the purchase of any non-medical services sold directly to you by Healthstar via the Services. In connection with such relationship, you may provide to us, or cause to be provided to us on your behalf, personal information, including health information, that is subject to use by us in accordance with our Privacy Policy. Please refer to the “Privacy Policy” section and the “Protected Information” section below for additional information.

Privacy Policy.

Healthstar understands the importance of confidentiality and privacy regarding your personal information. Please see our Privacy Policy for a description of how we may collect, use and disclose your personal information.

Protected Health Information.

When you set up an account with Healthstar, you are creating a direct customer relationship with Healthstar that enables you to access and/or utilize the various functions of the Services as a user. As part of that relationship, you provide information to Healthstar, including but not limited to your name, email address, shipping address, and phone number, that we may collect, use and disclose in accordance with our Privacy Policy, and that we do not consider to be “health” or “medical” information.

However, in using certain components of the Services, you may also provide certain medical information that may be protected under applicable laws. Healthstar is not a “covered entity” under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, “HIPAA”). One or more of the Labs, Medical Groups, Providers or other third-parties may or may not be a “covered entity” or “business associate” under HIPAA, and Healthstar may in some cases be a “business associate” of one of the Labs, Medical Groups, Providers, or other third-parties. It is important to remember that, 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 Healthstar, the Medical Groups, the Providers, the Labs, or other third-parties. To the extent Healthstar is deemed a “business associate” however, and solely in its role as a business associate, Healthstar, may be subject to certain provisions of HIPAA with respect to “protected health information” as defined under HIPAA, that you provide to the Labs, Providers, Medical Groups, and/or other third-parties (“PHI”). 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. However, any information that does not constitute Protected Information under applicable laws 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 Medical Group Notice of Privacy Practices that describes how they use and disclose Protected Information. By accessing or using any part of the Services, you are acknowledging receipt of the Medical Group Notice of Privacy Practices from your Medical Group and Provider(s). By using the Services, you are agreeing that even if HIPAA does apply to Healthstar, the Medical Groups, the Providers, the Labs, or other third-parties, any information that you submit to Healthstar that is not intended and used solely for the provision of diagnosis and treatment by the Medical Group and Providers or the laboratory services by the Labs or PHI by other third-parties services, is not considered Protected Information, and will only be subject to our Privacy Policy and any applicable state laws that govern the privacy and security of such information.

Telehealth Services.

Healthstar owns and operates the website located at www.healthstar.co and may have previously, now or in the future own and/or operate a “Healthstar” mobile application(s) (collectively, the “Platform”). Healthstar offers the online communication Platform for Providers and their patients to connect through the use of synchronous and asynchronous telecommunications technologies. We currently contract with the following Medical Groups to provide Telehealth Services: Sean Penwell, M.D. The Medical Groups we contract with may change from time to time. The Providers employed or contracted with the Medical Groups provide online telehealth medical consultations. The professional medical services (which are provided by the Medical Groups) and the non-clinical Services (which are provided by Healthstar) are collectively referred to in this Terms of Use as the “Telehealth Services”. Neither Healthstar nor the Medical Groups endorse any specific medication, pharmacy, pharmacologic product, laboratory product or laboratory service, or imaging product or service. If a Provider prescribes a medication, he/she will limit supply based upon state regulations and will only prescribe a medication as determined in his/her own discretion and professional judgment. There is no guarantee a prescription will be written. Providers do not prescribe DEA controlled substances or scheduled medications, or certain other drugs which may be harmful because of their potential for abuse. Providers reserve the right to deny care for actual or potential misuse of the Services. You agree that any prescriptions or orders that you acquire from a Provider will be solely for your personal use. You agree to fully and carefully read all provided product information and labels and to contact a physician or pharmacist if you have any questions regarding the prescription or order. Healthstar and the Medical Group honor patient freedom of choice and, if you receive a prescription for a medication, you have the option to instruct the Medical Group to transmit that prescription to the pharmacy of your choice. 

By using the Telehealth Services, you acknowledge the potential risks associated with Telehealth Services. These include but are not limited to the following: information transmitted may not be sufficient (e.g. poor resolution of images) to allow for appropriate medical or health care decision making by the Provider; delays in evaluation or treatment could occur due to failures of electronic equipment; a lack of access to your medical records may result in adverse drug interactions or allergic reactions or other judgment errors; although the electronic systems we use incorporate network and software security protocols to protect the privacy and security of health information, those protocols could fail causing a breach of privacy of your health information. For further details on potential risks of using telemedicine and telehealth please see our Telehealth Informed Consent policy. 

Healthstar does not provide medical advice or care. Healthstar contracts with the Medical Group(s), independent, physician-owned medical group(s) that provide clinical telehealth services. The Medical Group Providers deliver clinical services via the Healthstar Platform to their patients. Providers are independently contracted with, employed by, or sole proprietors of the Medical Group and are not contracted with, employed by, or sole proprietors of Healthstar. The Providers, and not Healthstar, are responsible for the quality and appropriateness of the care they render to you. The Providers are independent of Healthstar and are merely using the Healthstar Platform as a way to communicate with you. Any information or advice received from a Provider comes from them alone, and not from Healthstar.

Your interactions with the Providers via the Healthstar Platform are not intended to take the place of your relationship with your regular health care practitioners or primary care physician. Neither Healthstar nor any third-party who may promote the Platform or Telehealth Services or provide a link to the Telehealth Services, shall be liable for any professional advice obtained from a Provider via the Platform or Telehealth Services, nor any information obtained on the Platform. You acknowledge that your reliance on any Providers or information delivered by the Providers via the Platform or Telehealth Services is solely at your own risk and you assume full responsibility for all risks associated herewith. Healthstar does not make any representations or warranties about the training or skill of any Providers who deliver services via the Platform or Telehealth Services. You will be provided with an available Provider based solely on the information you submit to the Platform. You are ultimately responsible for deciding to accept the services of your particular Provider.

The Telehealth Services are not for medical emergencies, mental health emergencies, or any other urgent situations. You should not disregard or delay to seek medical advice based on anything that appears or does not appear on the Healthstar website, Platform, or as part of any of our Services. If you believe you have an emergency, or about to experience a medical or mental health emergency, call 9-1-1 immediately or seek in-person care immediately. 

You should seek emergency help or follow up care when recommended by a Provider or when otherwise needed. You should continue to consult with your primary provider and other healthcare professionals as recommended. Always seek the advice of a physician or other qualified healthcare provider concerning questions you have regarding a medical condition and before stopping, starting, or modifying any treatment or modification. 

Neither Healthstar nor the Medical Groups are insurers. The Telehealth Services are not insurance products, and the amounts you pay to Healthstar or the Medical Groups are not insurance premiums. If you desire any type of health or other insurance, you will need to purchase such insurance separately.

Healthstar and the Medical Groups operate subject to state and federal regulations, and the Telehealth Services may not be available in your state. You represent that you are not a person barred from enrolling for and/or receiving the Telehealth Services under the laws of the United States or other applicable jurisdictions in which you may be located. Access to and use of the Platform and/or the Telehealth Services is limited exclusively to users located in States within the United States where the Telehealth Services are available. Telehealth Services are not available to users located outside the United States. Accessing the Platform or Telehealth Services from jurisdictions where content is illegal, or where we do not offer Telehealth Services, is prohibited.

In the event a Telehealth Service(s) is listed at an incorrect price due to typographical error or error in pricing information received from a third-party, we shall have the right to refuse or cancel any orders placed for the Telehealth Service(s) listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we will promptly issue a credit to your credit or debit card account in the amount of the charge.

Laboratory Products and Services.

Certain laboratory products services available through the Platform and offered by the Labs, including at-home testing kits and services, require a valid prescription or order by a licensed healthcare provider. You will not be able to obtain such laboratory services unless you have completed a consultation with one of the Providers, the Provider has determined the laboratory product and/or service is appropriate for you, and the Provider has prescribed or ordered the laboratory product and/or service.

Currently, laboratory products and services offered through the Platform can only be ordered and fulfilled through the Labs and are not available through other local laboratories. If you receive laboratory products and/or services from a Lab through the Platform, the applicable testing materials are shipped to you by the applicable Lab and/or will be provided to you at the Lab in-person testing sites, and the costs associated with the laboratory products and services are included in the total charged to you by the Services. Laboratory products and services available through the Platform are “Third-Party Services and Content” as described in the Third-Party Services and Content section of this Agreement.

Your test results will be reviewed by a Provider, licensed in your state, from the Medical Group, however there are various medical diseases and conditions that cannot be uncovered by laboratory tests and services alone.

Testing performed by the Labs does not replace the interpretation of results and the care recommendations of a physician or Provider. It is your responsibility to promptly discuss your laboratory results with a Provider, as well as your personal physician or personal healthcare provider. Test results that are provided by the Labs are not intended to diagnose or treat disease and do not constitute the practice of medicine. Test results may vary depending upon, but not limited to, your personal information such as age, medications and if you fasted (refrained from eating or drinking anything but water for a number of hours prior to testing). False-positive and false-negative test results are possible, therefore you should always discuss all your results with one of the Providers, as well as your personal physician or personal healthcare provider 

You may be contacted if the Provider, in his or her independent medical judgment, determines that one or more of your test results is sufficiently outside a normal reference range to indicate a need for you to seek medical attention right away. You authorize the Medical Group and/or Provider(s) to leave a voice message for you at your designated telephone number or to contact you using one of your preferred contact methods. This message may include personal medical information that is limited to information deemed necessary to alert you regarding the test results of concern and in such a case you agree that you have authorized this process and that you hereby waive any claim you could assert pursuant to HIPAA or any other privacy laws regarding this message that is believed to be medically necessary for your well-being. 

Services purchased through the Platform are solely your financial responsibility and you acknowledge that you will not submit any invoice or claim for reimbursement to any insurer or health plan (including but not limited to Medicare, Medicaid, or any private health insurer or plan). 

After your purchase of in-person tests, you have 30 days to cancel your purchase prior to sample collection at one of the Lab collection locations. There is a non-refundable cancellation fee of $20, which includes the administrative fees charged by the Medical Group, Providers, and/or Labs. In some states, applicable taxes are non-refundable as well. If you do not have your sample collected at one of the Lab collection locations within 30 days of your purchase, your purchase will expire. In that event, you will be automatically refunded your purchase price minus the non-refundable cancellation fee of $20, and applicable taxes, in accordance with state law. 

After your purchase of an at-home testing kit or service, you have until 11:55PM PST on the day of your purchase to cancel or you must wait until your purchase expires after 30 days to receive a refund. There is a non-refundable cancellation fee of $35, which includes the supplies and administrative fees charged by the Medical Group, Providers, and/or Labs. In some states, applicable taxes are non-refundable as well. If your sample does not arrive at the Lab within 30 days of your purchase, your purchase will expire. In that event, you will be automatically refunded your purchase price minus the non- refundable cancellation fee of $35, and applicable taxes, in accordance with state law. 

Healthstar Digital Care Products and Services.

As part of our Services, we offer digital fitness, nutrition, personal training, behavioral counseling, and/or chronic disease management programs (including all Healthstar Digital Care programs and Healthstar Precision Health programs, collectively referred to in this Terms of Use as “Healthstar Digital Care”) through the Platform to certain individuals at risk for or living with cardiovascular diseases, at risk for or living with type 2 diabetes, at risk for or living with other chronic disease states, and/or at risk for or living with other health risk factors. 

Healthstar Digital Care services may include, without limitation, the following:

• The ability to create, upload, transmit, display and access health information shared by you and others through our Platform, augmented with information collected about you through authorized third-parties (e.g., FitBit and Apple), and to build an online community related to healthy behaviors including, but not limited to, weight loss and/or weight maintenance goals and health goals.

• Access to other information about Healthstar and our products and/or Services through the various websites we own and operate, including, without limitation, the healthstar.co website and domain name, and any other features, content, or applications offered from time to time by Healthstar in connection therewith.

• The ability to interact with relevant Healthstar personnel in a timely and effective manner from the time of your initial application for Healthstar Digital Care programs and throughout the course of your access to and use of Healthstar Digital Care, including but not limited to Healthstar’s health coaches, personal trainers, nutritionists, customer support team and other Healthstar third-parties.

• The ability to interact with other users of Healthstar Digital Care from the time of your registration in the Healthstar Digital Care program and throughout the course of your access and use of a Healthstar Digital Care program.

• Providing you information on health-related products and services, treatment alternatives and any other information related to your condition.

• Accessing and using Healthstar’s Platform for Healthstar Digital Care programs and other available Services.

NOT MEDICAL ADVICE: THE HEALTHSTAR DIGITAL CARE SERVICES DO NOT INCLUDE THE PROVISION OF ANY MEDICAL ADVICE OR TREATMENT BY HEALTHSTAR. RATHER, THE SERVICES ENABLE REGISTERED USERS TO ACCESS DIGITAL CONTENT AND HEALTH COACHING, FITNESS COACHING, AND NUTRITION COACHING TOOLS AND RESOURCES, INCLUDING A HEALTH COACH, PERSONAL TRAINER, AND/OR NUTRITIONIST WHO MAY PROVIDE YOU WITH LIMITED WEB-, TELEPHONE-, SMS-, OR EMAIL-BASED SUPPORT. HEALTHSTAR DOES NOT EMPLOY PHYSICIANS TO PROVIDE MEDICAL CARE TO YOU - HEALTHSTAR’S HEALTH COACHES, PERSONAL TRAINERS, NUTRITIONISTS, AND OTHER HEALTHSTAR DIGITAL CARE PERSONNEL ARE NOT LICENSED PHYSICIANS OR LICENSED HEALTH CARE PROVIDERS. WHILE THE SERVICES PROVIDE INFORMATION, HEALTHSTAR CANNOT AND DOES NOT DIAGNOSE YOUR HEALTH CONDITIONS OR OTHERWISE PROVIDE YOU WITH ANY MEDICAL ADVICE OR TREATMENT. ANY CONTENT PROVIDED OR ACCESSED THROUGH HEALTHSTAR DIGITAL CARE, INCLUDING BUT NOT LIMITED TO INFORMATION PROVIDED BY OUR PERSONNEL, IS FOR INFORMATIONAL PURPOSES ONLY. THIS CONTENT SHOULD NOT BE USED DURING A MEDICAL EMERGENCY OR FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. ALWAYS CONSULT A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER FOR PERSONAL MEDICAL ATTENTION AND ADVICE, IF YOU HAVE ANY QUESTIONS ABOUT A MEDICAL CONDITION OR BEFORE TAKING ANY DRUG, CHANGING YOUR DIET, ENGAGING IN PHYSICAL ACTIVITY OR EXERCISE, OR COMMENCING OR DISCONTINUING ANY COURSE OF TREATMENT. DO NOT USE HEALTHSTAR DIGITAL CARE AS A SUBSTITUTE FOR CONSULTING WITH YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER, AND DO NOT IGNORE OR DELAY OBTAINING PROFESSIONAL MEDICAL ADVICE BECAUSE OF INFORMATION OR CONTENT ACCESSED THROUGH HEALTHSTAR DIGITAL CARE OR ANY OTHER HEALTHSTAR SERVICES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY. HEALTHSTAR DIGITAL CARE PROGRAMS ARE NOT INTENDED TO BE AND DO NOT CONSTITUTE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT AND ARE OFFERED FOR INFORMATIONAL PURPOSES ONLY. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS REGARDING YOUR MEDICAL CONDITION OR THE USE (OR FREQUENCY) OF ANY MEDICATION OR MEDICAL DEVICE. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF ANY INFORMATION RECEIVED IN CONNECTION WITH HEALTHSTAR DIGITAL CARE. TO THE EXTENT YOU RECEIVE MEDICAL CARE IN CONJUNCTION WITH OR CONSEQUENT TO HEALTHSTAR DIGITAL CARE PROGRAMS, YOUR TREATING MEDICAL PROFESSIONAL IS RESPONSIBLE FOR OBTAINING YOUR INFORMED CONSENT TO ANY MEDICAL DIAGNOSIS OR TREATMENT, INCLUDING WITHOUT LIMITATION, YOUR CONSENT TO USE TELEMEDICINE OR TELEHEALTH IN THE COURSE OF YOUR TREATMENT TO THE EXTENT SUCH CONSENT IS REQUIRED BY APPLICABLE FEDERAL, STATE OR PROVINCIAL LAW. DIAGNOSIS OR TREATMENT IS SEPARATE FROM AND UNRELATED TO HEALTHSTAR DIGITAL CARE PROGRAMS PROVIDED BY HEALTHSTAR. HEALTHSTAR DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ANY PARTICULAR DRUG OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. HEALTHSTAR IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER INFORMATION, SERVICES OR PRODUCTS THAT YOU MAY OBTAIN IN CONNECTION WITH OR AS A RESULT OF USING THE HEALTHSTAR DIGITAL CARE OR ANY OTHER HEALTHSTAR SERVICES

User Provided Data and Content: In connection with your use of Healthstar Digital Care Services, we may receive or collect user provided data and user content from you. For purposes of these Terms, “User Content” includes any content, personal information (including without limitation, your name, contact information, activity tracking, food tracking, sleep tracking, biometric information, biomarker information, lab test results, continuous remote patient monitoring, vital sign data, health readings, and other personally identifiable information or personal health information), videos, audio clips, written comments, data, text, photographs, software, scripts, graphics, works of authorship, or other information, in each case, where supplied by or collected from a user of the Services, including any feedback or suggestions for improvements, enhancements, or error corrections (Please refer to the “User Provided Content” section below for additional information).

Data Provided by You through Third-Party Data Sources: We also may receive information about you from third-parties who have received your information because you subscribe to or otherwise participate in their services or because you use their digital equipment (“Third-Party Data Sources”). For example, we may receive data from digital equipment, such as blood glucose monitors including continuous blood glucose monitors, blood pressure monitors, activity trackers, heart rate monitors, sleep tracking devices, vital signs tracking devices, and/or other devices that you already possess or that you later acquire on your own (“Third-Party Health Devices”). If you supply information from Third-Party Health Devices to us by manually entering or submitting that information through the Platform, that information will be considered information from you as User Content. If you enable one or more Third-Party Health Devices to supply information to us automatically, that information will also be considered User Content from you which is delivered through your Third-Party Data Sources or Third-Party Health Devices. In addition to Third-Party Health Devices, Third-Party Data Sources may include other third-party sources of data, such as Apple HealthKit, Dexcom Clarity, and/or LibreView and/or other Third-Party Data sources. When you authorize these Third-Party Data Sources to supply information to us, that information will be considered information from you delivered through your Third-Party Data Sources and will also be User Content.

Additional Terms for Healthstar Digital Care: As part of Healthstar Digital Care programs, Healthstar may enable you to obtain certain telehealth consultations and treatment in connection with your Healthstar Digital Care program by facilitating the connection between you and one or more licensed healthcare Providers (each, a “Provider” as defined above). Telehealth involves the delivery of healthcare services using electronic communications, information technology or other means between a Provider and a patient who are not in the same physical location. While the provision of healthcare services using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth (see “Telehealth Services” section above). In order to utilize the features of any Healthstar Digital Care program, you will be required to review and agree to the Telehealth Services Terms as defined above in the section “Telehealth Services”, including acknowledging receipt of and agreement to the Telehealth Consent and Medical Group Notice of Privacy Practices found here. The Telehealth Consent and Medical Group Notice of Privacy Practices is hereby incorporated into these Terms by reference and constitutes a part of these Terms. The services you receive from Providers are not intended to replace a primary care physician relationship or be your permanent medical home. You may form an ongoing treatment relationship with some Providers. However, your initial visit with a Provider will begin as a consultation and will not necessarily give rise to an ongoing treatment relationship. You should seek emergency help or follow-up care when recommended by a Provider or when otherwise needed, and continue to consult with your primary care physician and other healthcare professionals as recommended. We may make arrangements for follow-up care either through Healthstar affiliated Providers or other healthcare providers. Among the benefits of our Services are improved access to healthcare professionals and convenience.

Healthstar Fitness.

As part of our Services we provide personalized fitness programs, an online fitness coaching and workout platform, digital fitness, nutritional counseling and nutrition plans, online personal training, sports performance programs, recovery and sleep optimization programs, wellness and stress management programs, online fitness communities, health and fitness content, fitness competitions, and other fitness features and products through the Healthstar Platform including the Healthstar website, mobile and desktop or device applications (including iOS and other mobile applications) and Healthstar-controlled social media pages (including on Facebook, Instagram, LinkedIn, and Twitter), collectively referred to in this Terms of Use as “Healthstar Fitness”

THE HEALTHSTAR FITNESS SERVICE OFFERS HEALTH AND FITNESS INFORMATION AND IS DESIGNED FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. YOU SHOULD CONSULT YOUR PHYSICIAN BEFORE BEGINNING A NEW FITNESS PROGRAM. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE HEALTHSTAR WEBSITE OR HEARD THROUGH ANY OTHER HEALTHSTAR SERVICE. THE USE OF INFORMATION PROVIDED THROUGH HEALTHSTAR FITNESS IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE HEALTHSTAR WEBSITE OR AVAILABLE THROUGH ANY OTHER HEALTHSTAR SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, MEDICAL CARE, OR HEALTHCARE COUNSELING. THE HEALTHSTAR FITNESS SERVICE IS CONTINUALLY UNDER DEVELOPMENT AND HEALTHSTAR MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE HEALTH, FITNESS, AND NUTRITIONAL ADVICE THAT APPEARS HERE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE CONTAINED IN THE HEALTHSTAR FITNESS SERVICE WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.

In becoming a user of Healthstar with the intent of using the Healthstar Fitness Service, you affirm that either (A) all of the following statements are true: (i) no physician, or any other healthcare provider, has ever informed you that you have a condition, diagnosis, or impairment that would prevent you from undergoing any type of physical activity, or you should only do physical activities recommended or supervised by a physician or healthcare provider; (ii) you do not know of any other reason you should not exercise; or (B) your physician has specifically approved of your use of the Healthstar Fitness Service. If applicable, you further affirm that (A) you are not pregnant, breastfeeding or lactating; or (B) your physician has specifically approved your use of the Healthstar Fitness Service.

Healthstar reserves the right to refuse or cancel your membership if we determine that you have certain medical conditions or that the representations set forth above are untrue in any respect.

Healthstar may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and other interactive features that allow users to post, submit, publish, display or transmit to other users or other persons content or materials (“User Content”), whether publicly posted or privately transmitted (please refer to the “User Provided Content” section below for additional information and definitions). All User Content is the sole responsibility of the person who originated such User Content. You represent that all User Content submitted by or on behalf of you is accurate, complete, up-to-date, in compliance with all applicable laws, rules and regulations and does not infringe any third-party proprietary rights. You acknowledge that all content, including User Content, accessed by you using the Healthstar Fitness Service is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We make no representations, warranties or guarantees with respect to any content that you access on or through any Healthstar Service.

As between you and Healthstar, you own all User Content that you submit to the Healthstar Fitness Service. You grant Healthstar a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or later created), edit, modify, and make derivative works from your User Content for any purpose whatsoever, commercial or otherwise, without compensation to you. In addition, you waive any so-called “moral rights” or rights of privacy or publicity in your User Content. You further grant all users of the Healthstar Fitness Service permission to view your User Content for their personal, non-commercial purposes. If you make suggestions to Healthstar or through the Healthstar Fitness Service about improving or adding new features or products to the Healthstar Fitness Service or you otherwise provide feedback or testimonials, you grant Healthstar a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use your suggestions, feedback and testimonials without any compensation or other obligation to you. You may not upload, post, submit, distribute or transmit to any portion of the Healthstar Fitness Service any User Content that: Infringes any third-party’s copyrights or other rights (e.g., trademark, privacy rights, etc.); contains sexually explicit content or pornography; contains abusive, bullying, hateful, defamatory, discriminatory or other objectionable content or incites hatred against any individual or group; exploits minors; depicts unlawful acts or extreme violence; depicts animal cruelty or extreme violence towards animals; promotes fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures. In using the Healthstar Fitness Service, you must behave in a civil and respectful manner at all times. Further, you will not: act in a deceptive manner by, among other things, impersonating any person; harass or stalk any other person, including without limitation a Healthstar personal trainer, nutritionist, or other Healthstar personnel; harm or exploit minors; distribute “spam"; collect information about others; advertise or solicit others to purchase any product or service; engage in any conduct that is offensive or illegal; or violate any other community rules or codes of conduct that Healthstar may impose. Healthstar has the right, but not the obligation, to monitor all conduct on and content submitted to any Healthstar Service. Healthstar reserves the right to alter, edit, remove, or refuse to post any content, software and/or applications, in whole or in part, in Healthstar’s sole discretion or to satisfy or comply with applicable laws, regulations, legal processes and/or maintain the integrity and reputation of the Services and Healthstar’s systems. When interacting with other Healthstar members, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other people you don’t know. Your participation, correspondence or personal or business dealings with any third-party found on or through the Healthstar Fitness Service, whether regarding payment or delivery of specific goods and services, donations or fundraisers, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third-party. You agree that Healthstar is not responsible or liable for any loss, damage, injury, or other matters of any sort incurred as the result of such dealings. Please refer to the “User Provided Content” section below for additional information and definitions regarding User Content. 

Purchases.

You can make purchases via certain Services. We accept credit cards and debit cards issued by U.S. banks. If a credit card account or debit card account is being used for a transaction, we may obtain preapproval for an amount up to the amount of the payment. By enrolling in such services, you authorize us to charge the credit card or debit card associated with your Account on a recurring basis for the applicable amount of the recurring product and/or service until you cancel the applicable services through your Account. You may cancel the applicable services at any time. If you want to designate a different credit card or debit card or if there is a change in your credit card or debit card, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information.

Subscription Products and Services.

Certain products and services available for purchase through the Services require that you purchase the product and/or service on an automatically renewing subscription basis. For subscription-based products and services, your payment device will be automatically charged at regular intervals as described for that product or service during the checkout process until you cancel your subscription. We and/or the Providers may, but are not required to, perform outreach to you from time to time via the Services to requests updates to your information and to facilitate ongoing subscriptions. You may cancel a subscription at any time before the applicable renewal processing date of your subscription through the Services, or by emailing support@healthstar.co directly requesting a cancellation.

In order to simplify the user experience through the Services, you will only see and be required to pay a single “total” subscription price. However, if a subscription product you purchase requires a consultation with a Provider, includes a Laboratory product that you fill through one of the Labs, and/or includes any other Services not included in your subscription, then the total price you pay includes the amounts charged for use of the subscription Service, any additional Services you have purchased, as well as amounts charged by the Labs, and/or the amount charged by the Medical Group for the services of the Provider, as applicable, which amounts are collected on behalf of and paid to the Labs and Medical Groups, respectively.

Terms of Sale.

All products offered for sale by Healthstar are subject to availability and we reserve the right to impose quantity limits on any order or reject all or any part of an order without prior notice. In the event of an error, we reserve the right to correct the error and revise your order accordingly (which includes charging the correct price) or to cancel the order and refund any amount charged. Prices for products are subject to change at any time. You are responsible for any applicable sales, use, duty, customs or other governmental taxes, levies or fees (“Taxes”) due with respect to your purchase of products or services through our Services. We will collect applicable Taxes if we determine we have a duty to collect Taxes. We will present an estimate of Taxes we collect at checkout, except where we have clearly stated in writing that a price includes Taxes. The actual Taxes charged may be adjusted from the amount shown at checkout. Several factors may cause this, such as variances between processor programs and changes in tax rates. We are not required to, and do not, collect Taxes in all states. You may have a duty to directly report and pay Taxes if we do not collect such Taxes.

Only valid payment methods acceptable to us may be used to complete a purchase via the Services. You represent and warrant that you are authorized to use your designated payment method. You authorize us to charge your designated payment method for the total amount of your order (including any applicable taxes and shipping and handling charges). If your designated payment method is declined, we will attempt to process your charge until the transaction is approved. We and our third-party payment service providers may request, and may receive, updated payment card information from your payment card issuer, such as updated card numbers and expiration date information when your credit card has expired. If such updated information is provided to us and our third-party payment service providers, you agree we may update your account information accordingly, and will use such updated information to process payments for your future purchases and applicable subscription charges (including any applicable taxes, shipping and handling charges). Your payment card issuer may give you the right to opt out of providing vendors and third-party payment service providers with your updated card information. If you wish to opt out of your payment card’s updating service, you should contact your card issuer. We are not responsible for any fees or charges that your bank or payment card issuer may apply. If your bank or card issuer reverses a charge to your payment card, we may bill your account directly and seek payment by another method including a mailed statement.

If any of the products in your order are unavailable, we will only charge the prices, Taxes and other applicable charges associated with the available products that are included in your purchase. In connection with any purchase you make through the Service, you may be asked to supply certain information relevant to the transaction, including, without limitation, your payment card number and expiration date, your billing address, your shipping address, your phone number and/or your email address. By submitting such information, you grant Healthstar without charge the irrevocable, unencumbered, universe-wide and perpetual right to provide such information (and any updated information we receive) to third-parties (e.g., payment processing companies, buyers on the Services, sellers on the Services) for the purpose of facilitating the transaction.

All credit card, debit card and other monetary transactions on or through the Services occur through an online payment processing application(s) accessible through the Services. This online payment processing application(s) is provided by Healthstar’s third-party online payment processing vendors, Stripe (“Stripe”) and PayPal (“PayPal”). Additional information about Stripe, its privacy policy and its information security measures (collectively, the “Stripe Policies”) should be available on the Stripe website located at https://stripe.com/us/privacy or by contacting Stipe directly. Additional information about PayPal, its privacy policy and its information security measures (collectively, the “PayPal Policies”) should be available on the PayPal website located at https://www.paypal.com/us/webapps/mpp/ua/legalhub-full or by contacting PayPal directly. Reference is made to the Stripe and PayPal Policies for informational purposes only and are in no way incorporated into or made a part of this Agreement. Healthstar’s relationships with Stripe and PayPal, if any, are merely contractual in nature, as Stripe and PayPal are nothing more than third-party vendors to Healthstar and are in no way subject to Healthstar’s direction or control; thus, their relationship is not, and should not be construed as, one of fiduciaries, franchisors-franchisees, agents-principals, employers-employees, partners, joint venturers or the like. You agree to pay any shipping and handling charges, if any, shown at the time you make a purchase. We reserve the right to increase, decrease, add or eliminate shipping and handling charges from time to time, but we will provide notice of the changes applicable to you before you make your purchase. Any delivery dates or times shown as part of the checkout process are estimates only and are not guaranteed. Unless we state otherwise in writing via the Services, risk of loss or damage to a product passes to you upon delivery of the product to our designated carrier.

We reserve the right to remedy user issues and concerns on a case by case basis. We reserve the right, in our sole discretion, to resolve customer issues and concerns based on the facts and circumstances of each user.

Restrictions On Use

You agree not to use the Services in a way that is, in Healthstar's discretion, harmful to minors in any way or violates any applicable law, regulation, obligation or other similar restrictions imposed by a government. You also agree not to violate any community requirements posted by Healthstar from time to time, remove any copyright, trademark or other proprietary notices from any portion of the Services (including any content sent to you), cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means. You shall promptly notify Healthstar if you learn of any security breach related to the Services. You agree that any prescriptions, pharmaceutical products, lab testing services or any other Telehealth Services that you acquire or obtain through the Services will be solely for your (or your family member’s or dependent’s, as applicable to whom the prescription or Service is written for) personal use. Healthstar may cancel, suspend, or terminate your access to the Services at any time and for any reason, including any violation of these Terms. You are prohibited from violating or attempting to violate the security of the Services, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; or (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Services or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law. You may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Services, deep-link to any feature or content on the Services, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Services. Violations of system or network security may result in civil or criminal liability. We will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of this Services or any activity being conducted on this Services. You shall not use or permit any of your employees, agents, or affiliates to market, promote, or solicit Healthstar Services in ways that would violate the CAN-SPAM ACT, the TCPA or any other laws. You shall not infringe on the rights of others; distribute chain letters or unsolicited bulk electronic mail (“spamming”); propagate computer worms or viruses; use a false identity; attempt to gain unauthorized entry to any site or network; or infringe copyrights, trademarks, or other intellectual property rights. You further agree to comply with U.S. export laws concerning the transmission of technical data and regulated materials via the Internet. Your Account or access to Services may be terminated for any of the above infractions.

Not Medical Advice

The contents of the Services are for informational purposes only. The content does not provide medical advice and is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health professionals or providers with any questions you may have regarding a medical condition or medicine. Never disregard professional medical advice or delay in seeking it because of the Services. Healthstar does not recommend or endorse any specific prescription drug, pharmacy, laboratory, telehealth, or fitness product that may be mentioned in relation to the Services. Reliance on any information provided by Healthstar or the Services is solely at your own risk. You may have access to medical professionals through the Telehealth Services or through third-party services referenced or listed by the Services. With respect to the Telehealth Services, Healthstar does not provide medical advice or care. Healthstar contracts with the Medical Group(s), independent, physician-owned medical group(s) that provide clinical telehealth services.The Medical Group Providers deliver clinical services via the Healthstar Platform to their patients. Providers are independently contracted with, employed by, or sole proprietors of the Medical Group and are not contracted with, employed by, or sole proprietors of Healthstar. The Providers, and not Healthstar, are responsible for the quality and appropriateness of the care they render to you. The Providers are independent of Healthstar and are merely using the Healthstar Platform as a way to communicate with you. Any information or advice received from a Provider comes from them alone, and not from Healthstar. While Healthstar facilitates your communications with Providers, Healthstar does not provide medical services, and the doctor-patient relationship is between you and the Medical Group Provider. The content of the Services (including the Telehealth Services), including without limitation, text, copy, audio, video, photographs, illustrations, graphics and other visuals, is for informational purposes only and does not constitute professional medical advice, counseling, diagnosis, treatment, the practice of medicine including but not limited to psychiatry, psychology or psychotherapy, the creation of a physician-patient or clinical relationship or recommendations of any kind by Healthstar. You should always seek the advice of a qualified health care professional with any questions or concerns you may have regarding your individual needs and any medical conditions or any other matter related to your health or general well-being. All information provided by Healthstar, or in connection with any communications supported by Healthstar, is intended to be for general information purposes only, and is in no way intended to create a provider-patient relationship as defined by state or federal law. Healthstar is not arranging for any referral to, or making any recommendation of, or referral to, any particular telehealth provider. The inclusion of any telehealth provider’s information or links in the Services does not constitute an endorsement or recommendation by Healthstar. It is your responsibility to select a telehealth provider of your choice, if any, based on your own research and due diligence. Healthstar does not credential or certify healthcare practitioners.  You are completely free to choose any telehealth provider referenced by the Services, to choose your own telehealth provider not referenced by the Services, or to have an exam performed by an in-person provider. If you have or suspect that you have a medical problem or condition, please contact a qualified health care professional immediately. 

The Services Are “As Is”

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. HEALTHSTAR MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, OR THE SERVICES, SOFTWARE, TEXT, GRAPHICS OR LINKS. HEALTHSTAR DOES NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SOFTWARE OR SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE SOFTWARE OR SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, HEALTHSTAR SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. Healthstar is not obligated to provide any maintenance, technical or other support for the Services. 

Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Healthstar does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

Eligible Users

The Services are offered and available to users who are 18 years of age or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract with Healthstar and meet all of the foregoing eligibility requirements. The Services are offered and available to users who reside in the United States or any of its territories or possessions. If you do not meet all of these requirements, you must not access or use the Services.

License

Healthstar Limited License to You.

Subject to your compliance with these Terms, Healthstar grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Platform, including the Healthstar websites and Healthstar mobile applications solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Healthstar and Healthstar's licensors.

Restrictions.

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Healthstar; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

Third-Parties and Third-Party Goods and Services.

Parties other than Healthstar, including but not limited to Labs, Medical Groups, Providers, and other third-parties or vendors may provide services or sell products through the Services (collectively, “Third-Parties”), and Healthstar may also make available to you for purchase certain services, devices, items or products manufactured, distributed or sold by Third-Parties (“Third-Party Goods and Services”). Your use of any Third-Party Goods and Services and any interactions with Third-Parties, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such use or interactions, are solely between you and such Third-Parties. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction involving Third-Parties or any Third-Party Goods and Services. You are solely responsible for, and shall exercise caution, discretion, common sense and judgment in, using the Services and disclosing personal information. You agree that Healthstar shall not be responsible or liable for any loss or damage of any sort incurred as the result of your use of the Services, including any Third-Party Goods and Services or your interactions with any Third-Parties. In the event of any dispute between you and any Third-Party, any other Healthstar user, or any other entity or individual, you understand and agree that Healthstar is under no obligation to become involved in such dispute, and you hereby release and indemnify Healthstar and its respective corporate parents, subsidiaries, and affiliates, and all of its respective contractors, directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys from any and all claims, demands and/or damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Service or the features and services therein. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” 

Certain Healthstar shareholders, directors, officers, employees, contractors or agents may now or in the future have a financial interest in one or more Third-Parties and may profit from your use of the Third-Parties and/or the sale of Third-Party Goods and Services to you. The Services may link you to other websites and services on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other Third-Parties. These websites and services may contain information or material that some people may find inappropriate or offensive. These other websites, services and parties are not under Healthstar's control, and you acknowledge that Healthstar and its Affiliates are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the materials or substance of such websites and services, nor are Healthstar or its Affiliates responsible for errors or omissions in any references to other Third-Parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the website or party by us, or any warranty of any kind, either express or implied. The inclusion of any telehealth provider on Healthstar’s website or in any other communication is for informational purposes only.  Healthstar is not arranging for any referral to, or making any recommendation of, or referral to, any particular telehealth provider. The inclusion of any telehealth provider does not constitute an endorsement or recommendation by Healthstar, whether or not the telehealth provider appears on the Healthstar website or is accessible through hyperlinks in the Healthstar website. Any listing of telehealth providers only indicates that such telehealth providers have contracted to be listed on Healthstar’s website. It is your responsibility to select a telehealth provider of your choice, if any, based on your own research and due diligence.The Services may be made available or accessed in connection with Third-Party services and content, including advertising. You acknowledge that different terms of use and privacy policies may apply to your use of such Third-Party services and content. Healthstar does not endorse such Third-Party services and content and in no event shall Healthstar be responsible or liable for any products or services of such Third-Party providers, including pharmaceutical products, laboratory services, or medical care (“Third-Party Providers”). 

Ownership.

Copyright © 2025 Healthstar Technologies, Inc. All Rights Reserved.

The following are registered trademarks or service marks of Healthstar or its Affiliates: Healthstar, Healthstar Club, Healthstar Fitness, Healthstar Medicine, Healthstar Clinic, Healthstar Care, Healthstar Virtual Clinic, Healthstar Digital Care. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Healthstar or its Affiliates. All other trademarks or service marks are property of their respective owners. The Services and all rights therein are and shall remain Healthstar's property or the property of Healthstar's licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Healthstar's company names, logos, product and service names, trademarks or services marks or those of Healthstar's licensors. For purposes of these Terms, “content” is defined as any information, data, communications, software, photos, video, graphics, music, sounds, social media, and other material and services available by utilizing the Services. By accepting these Terms, you acknowledge and agree that all content is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Healthstar and/or its Affiliates. You are only permitted to use the content as expressly authorized by Healthstar or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any content in any form or by any means without prior written permission from Healthstar or the specific content provider, and you are solely responsible for obtaining permission before reusing any content. Any unauthorized use of content may violate copyright, trademark, and other applicable laws and could result in criminal or civil penalties. Neither Healthstar nor its Affiliates warrant or represent that your use of content will not infringe the rights of third-parties.

User Accounts

In order to use some aspects of the Services, you must register for and maintain one or more accounts (“Accounts”). Account registration requires you to submit to Healthstar certain personal information, such as your name and email address, mobile phone, billing address, and shipping address. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, may result in your inability to access or use the Services. 

Healthstar and the Medical Group may contact you by telephone, mail, text, or email to verify your Account information. Healthstar and the Medical Group may request further information from you and you agree to provide such further information to ensure that you have not fraudulently created your Account. If you do not provide this information in the manner requested, we reserve the right to suspend, discontinue, or deny your access to and use of the Services until you provide the information to us as requested.

You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Therefore, you must take steps to ensure that others do not gain access to your password and Account. Our personnel will never ask you for your password. You may not transfer or share your Account with anyone, and we reserve the right to immediately terminate your Account if you do transfer or share your Account. Unless otherwise permitted by Healthstar in writing, you may only possess one Account. You may not authorize third-parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). You may not in your access or use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to Third-Parties or Third-Party Providers or any other party. In certain instances you may be asked to provide proof of identity or other method of identity verification to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity or other method of identity verification.

Messaging Services

Healthstar may allow users to request and receive pricing information, promotions, and marketing messages via communications, including but not limited to text messaging and email. By providing us with your contact information, you are consenting to receive pricing information, promotions, and marketing messages from Healthstar, including being contacted with communications containing prescription-related information, laboratory services information, and medical information. You acknowledge that there may be some risk that the information in the communication(s) could be read by a third-party. Healthstar provides no warranty for any of the pricing data, promotions, or other information provided to you via such communications. When you use the Services, or send e-mails, messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing.

Consent to Receive Text Messaging and Telephone Calls.

You agree that Healthstar may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your Account or otherwise provided to us, including for marketing purposes. Should you send Healthstar a direct SMS message through a mobile device, such message constitutes your prior express written consent to receive the messages you request to that SMS device. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving marketing text messages from Healthstar at any time, either by texting the word “STOP” to the text message using the mobile device that is receiving the messages.

User Provided Content

Healthstar may, in Healthstar's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Healthstar through the Services textual, audio, and/or visual content and information, including commentary, testimonials and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). In addition User Content will also be defined as any 

content submitted via surveys, customer service communications, and social media channels. You grant Healthstar a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, publish, license, reproduce, translate, edit, communicate publicly, create derivative works of, and otherwise exploit in any manner User Content, including in edited and partial form, together with your name, location, and any other personal information you provide in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Healthstar's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Healthstar the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Healthstar's use of the User Content as permitted herein will infringe, misappropriate or violate a third-party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

For purposes of these Terms, “User Content” also includes any content, personal information (including without limitation, your name, contact information, activity tracking, food tracking, sleep tracking, biometric information, biomarker information, lab test results, continuous remote patient monitoring, vital sign data, health readings, and other personally identifiable information or personal health information), videos, audio clips, written comments, data, text, photographs, software, scripts, graphics, works of authorship, or other information, in each case, where supplied by or collected from a user of the Services, including any feedback or suggestions for improvements, enhancements, or error corrections. If all or a portion of User Content constitutes protected health information, PHI, Protected Information, or personally identifiable information as described in our Privacy Policy and our Telehealth Consent and Medical Group Notice of Privacy Practices, we will treat it as such. However, under the license you grant pursuant to these Terms, we reserve the right to remove personal identifiers from any and all User Content and, once de-identified or otherwise rendered no longer attributable to you without additional information (including in any manner prescribed by law), the remaining information (“De-Identified Data”) will not be subject to any obligation of confidentiality on our part. You understand and agree that we own all right, title, and interest in and to any De-identified Data. You also understand and agree that De-identified Data may be used for any lawful business purpose without any duty of accounting to you. For example, once de-identified, we may use De-Identified Data from User Content in our publications, in sales and marketing materials, for product research and development, and/or for research purposes. You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Healthstar in its sole discretion, whether or not such material may be protected by law. Healthstar may, but shall not be obligated to, review, monitor, or remove User Content, at Healthstar's sole discretion and at any time and for any reason, without notice to you, except where prohibited. We do not control User Content from other users. Accordingly, we do not guarantee the authenticity, accuracy, integrity, or quality of any User Content. WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THE CURRENCY OR ACCURACY OF ANY INFORMATION PROVIDED BY OR ON BEHALF OF ANY USER, AND WE HEREBY DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR ANY INFORMATION PROVIDED BY OR ON BEHALF OF USERS IN CONNECTION WITH THEIR USE OF THE SERVICES. You understand and agree that, in accessing or using the Services, you may be exposed to User Content that is offensive or objectionable. Although we reserve the right to do so, we have no obligation to monitor the Services or any User Content. WE DISCLAIM ANY ACTUAL OR IMPLIED DUTY TO MONITOR USER CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR ANY USER CONTENT OR FOR THE QUALITY OR ACCURACY OF OTHER INFORMATION USERS PROVIDE THROUGH USING THE SERVICES.

Disclaimers; Limitation of Liability; Indemnity

DISCLAIMER.

ALL CONTENT AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HEALTHSTAR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, HEALTHSTAR MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, ACCURACY, TIMELINESS, QUALITY, SECURITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. HEALTHSTAR DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTIES OR THIRD PARTY PROVIDERS, INCLUDING THE MEDICAL GROUP, PROVIDERS, OR LABS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. INFORMATION AVAILABLE THROUGH THE SERVICES COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT AND SERVICES, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED THEREIN TO STOP PROVIDING MAIL DELIVERY SERVICES, AND TO SWITCH OUR ASSOCIATED THIRD PARTY CONTRACTORS AND VENDORS, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SERVICES OR THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the Services, you may have the opportunities to engage in commercial transactions with other users, third-parties, and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any third party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. HEALTHSTAR MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE SERVICES, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, CONTENT, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE SERVICES OR THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY HEALTHSTAR OR ITS AFFILIATES.

Content available through the Services often represents the opinions and judgments of an information provider, site user, or other person or entity not connected with Healthstar. Healthstar does not endorse, nor is it responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Healthstar Technologies, Inc. spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of this site for further information, which policies are incorporated by reference into these Terms. You understand and agree that temporary interruptions of the Services may occur as normal events. You further understand and agree that we have no control over third-party networks you may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond our control. You understand and agree that the Services are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD, AND DISTRIBUTED BY THE LABS LISTED ON THE PLATFORM MAY BE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED BY THE LABS OR THIRD PARTIES WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE USE OR MISUSE OF THE PRODUCTS OBTAINED THROUGH HEALTHSTAR AND OUR PLATFORM MAY RESULT IN UNDESIRABLE OR UNEXPECTED CONSEQUENCES. HEALTHSTAR DOES NOT ACCEPT ANY LIABILITY FOR THE CONSEQUENCES ARISING FROM THE APPLICATION, USE, OR MISUSE OF ANY PRODUCTS OR SERVICES CONTAINED ON OR MADE AVAILABLE THROUGH THE SERVICES AND PLATFORM, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON OR PROPERTY AS A MATTER OF NEGLIGENCE, OR OTHERWISE, INCLUDING YOUR FAILURE TO COMPLY WITH ANY WARNING LABELS ATTACHED TO THE PRODUCTS. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

HEALTHSTAR SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF THE MEDICAL GROUPS, LABS, PROVIDERS, OR OTHER THIRD-PARTIES. HEALTHSTAR SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF HEALTHSTAR, EVEN IF HEALTHSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HEALTHSTAR SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY OR THIRD-PARY PROVIDER, EVEN IF HEALTHSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HEALTHSTAR SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND HEALTHSTAR’S REASONABLE CONTROL. THE SERVICES MAY BE USED BY YOU TO ACCESS SERVICES WITH THIRD-PARTIES AND THIRD-PARY PROVIDERS, BUT YOU AGREE THAT HEALTHSTAR HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY ACTS OR OMISSIONS OF THIRD-PARTIES OR THIRD-PARTY PROVIDERS. FURTHER, HEALTHSTAR SHALL NOT BE LIABLE IN ANY WAY FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF MEMBERSHIP FEES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR LINKED WEBSITES IS TO STOP USING THE PLATFORM OR THOSE SERVICES OR PRODUCTS. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, HEALTHSTAR’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON HEALTHSTAR’S CHOICE OF LAW PROVISION SET FORTH BELOW. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF HEALTHSTAR TO YOU WITH RESPECT TO YOUR USE OF THE SERVICES IS $50 (FIFTY DOLLARS). YOU HEREBY AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH INDEMNIFICATIONS OR RELEASES.

INDEMNITY.

You agree to indemnify and hold Healthstar and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees related to defending or resolving any suits), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Healthstar's use of your User Content; (iv) your violation of the rights of any third-party, including Third-Parties and Third-Party Providers or (v) your violation or alleged violations of applicable laws or regulations, including anti-spamming rules, regulations, laws, statutes. Healthstar reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Healthstar in asserting any available defenses.

Other Provisions

Choice of Law.

These Terms are governed by and construed in accordance with the laws of the State of Arizona, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region. However, the choice of law provision regarding the interpretation of these Terms is not intended to create any other substantive right to non-Arizonans to assert claims under Arizona law whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in the section titled “Arbitration Agreement” of these Terms, are only intended to specify the use of Arizona law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending Arizona law to you if you do not otherwise reside in Arizona. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 2 or to any arbitrable disputes as defined therein. Instead, as described in the section titled “Arbitration Agreement” of these Terms, the Federal Arbitration Act shall apply to any such disputes.

Claims of Copyright Infringement.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe their rights under US copyright law have been infringed. If you believe in good faith that materials hosted by us infringe your copyright (for example, materials posted by a user on one of our forums), you or your agent can send us a notice requesting that the material be removed or access to it blocked. In the event the site allows you to upload copyrighted material, these Terms apply.

If you believe your copyright-protected work has been posted on the site or in conjunction with Services in a way that constitutes copyright infringement (please consult an attorney to better understand your rights and obligations under Section 512(c) of the Copyright Act and other laws), please contact our DMCA Agent with a notice containing the following information: Reasonably sufficient details to enable us to identify the work claimed to be infringed (e.g., title, author, any registration or tracking number, URL) or, in the case of multiple works, a representative list of such works;  Reasonably sufficient details to enable us to identify and locate the material claimed to be infringing (e.g., a link to the page that contains the material); Your name, address, telephone number, and, if available, email address; A statement that you have a good faith belief that the use of the material identified above is not authorized by the copyright owner, its agent, or the law; A written statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed; and Your physical or electronic signature. 

If you believe material that you have posted to the Services has been improperly taken down, you may file a written counter-notice with our DMCA Agent. Please include the following details: Identification of the material that has been removed or to which access has been disabled and the location at which it appeared before it was removed or disabled; A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; Your name, address, telephone number, and, if available, email address; A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located or, if your address is outside the US, for any judicial district in which Healthstar may be found, and that you will accept service of process from the person who submitted a notice in compliance with Section (c)(1)(C) of the DMCA, as described above; and Your physical or electronic signature. 

DMCA notices must meet current statutory requirements imposed by the DMCA.

Please send DMCA notices to our DMCA Agent at the following address or by email (subject line “DMCA Communication”): DMCA Agent, Healthstar Technologies, Inc., 14175 WEST INDIAN SCHOOL RD STE B4, Suite 501, GOODYEAR, AZ 85395

Email: admin@healthstar.co

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing, or that material or activity was removed or disabled by mistake, may be subject to liability. Please also be advised that we enforce a policy of terminating the Accounts of repeat infringers (i.e., users who have made two or more postings for which we receive a notice of infringement). 

Healthstar’s DMCA Agent should be contacted only for the purposes set forth in this Section. NON-DMCA INQUIRIES DIRECTED TO HEALTHSTAR’S DMCA AGENT WILL NOT BE ANSWERED. MISUSE OF THE DMCA CAN SUBJECT YOU TO LIABILITY. 

Notice.

Healthstar may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your Account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Healthstar, with such notice deemed given when received by Healthstar, at any time by first class mail or pre-paid post to Healthstar Technologies, Inc., 14175 WEST INDIAN SCHOOL RD STE B4, Suite 501, GOODYEAR, AZ 85395 or by email sent to the attention of Customer Service at support@healthstar.co.

Entire Agreement.

Except as expressly provided herein, these Terms, any supplemental terms, and the Privacy Policies referenced herein constitute the entire agreement between you and Healthstar with respect to the use of the Platform and Services.

General.

You may not assign these Terms without Healthstar's prior written approval. Healthstar may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Healthstar's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Healthstar or any Third-Party or Third-Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Healthstar's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Healthstar in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms. Please contact us at admin@healthstar.co with any questions regarding these Terms.