Vitali Performance Therapy

1. Overview and Acceptance

Welcome to Vitali Performance Therapy. Before you book your first visit or use any of our Services, please read these Terms of Service (these “Terms”) carefully. These Terms govern your access to and use of the Vitali website located at www.vitalinow.com (the “Site”), the Vitali patient portal and any related applications (the “Platform”), and your purchase or receipt of any product or service made available through the Site or Platform (each, a “Service” and collectively, the “Services”). By accessing the Site, creating an account, booking an appointment, or otherwise using or accepting the benefit of any Service, you agree to be bound by these Terms and by every additional policy, consent, or supplemental term referenced in them, including our Privacy Policy, our Notice of Privacy Practices, and our Telehealth Informed Consent. If you do not agree to these Terms, you may not access the Site or Platform or use the Services.

2. Parties to the Agreement; Medical Services

These Terms constitute an agreement between you and Vitali Performance Therapy, a California corporation (“Vitali,” “we,” “us,” or “our”). Vitali owns and operates the Site and the Platform and provides administrative, technological, and management services that support your care experience, including scheduling, billing, customer support, and care coordination.

Vitali is not a medical practice and does not itself provide medical care, medical advice, diagnosis, or treatment. All medical services available through the Platform, including telehealth consultations, evaluations, prescriptions, and clinical review of laboratory results (collectively, “Medical Services”), are provided by independently owned professional entities and the physicians, nurse practitioners, physician assistants, and other licensed clinicians they employ or engage (collectively, the “Medical Groups” and such clinicians, the “Providers”). The Medical Groups and Providers are solely responsible for the Medical Services they provide to you, and your clinical relationship is with them and not with Vitali. Vitali does not influence or interfere with the exercise of independent professional judgment by any Provider. Your receipt of Medical Services may be subject to additional terms and consents presented to you by the applicable Medical Group.

3. Changes to These Terms

You can always review the most current version of these Terms on the Site. We reserve the right to update, change, or replace any part of these Terms by posting the updated Terms to the Site and revising the Last Updated date above. Where a change is material, we will use reasonable efforts to provide advance notice, such as by email or a notice within the Platform. Your continued use of the Site, the Platform, or the Services after any change takes effect constitutes your acceptance of the revised Terms. The Site may occasionally contain typographical errors, inaccuracies, or omissions relating to Services, pricing, or availability, and we reserve the right to correct any such errors and to change or update information at any time without prior notice.

4. Eligibility; Geographic Availability

The Services are available only to individuals who are at least 18 years of age and who reside in the United States. We do not offer or provide Services to anyone under the age of 18, and no portion of the Site or Platform is directed to minors. By using the Services, you represent and warrant that you are at least 18 years of age, that you reside in the United States, and that all registration and intake information you provide is truthful and accurate.

Medical Services are subject to state licensing requirements and are available only in the states in which the Medical Groups and their Providers are licensed and authorized to practice. The availability of particular treatments may vary by state. You represent and warrant that the location you provide at intake and at the time of each telehealth visit is accurate, and you acknowledge that you must be physically located in a state in which the applicable Provider is licensed at the time Medical Services are rendered. If you travel to or relocate to a state in which the Services are not available, Providers may be unable to treat you, issue prescriptions, or continue an existing treatment plan during that period.

5. Description of the Services

Vitali makes available a modern telehealth experience through which you can book appointments, complete health intake questionnaires, arrange biomarker and laboratory testing, connect with Providers by secure audio and video, message your care team, review treatment plans, and receive physician-prescribed treatments shipped to your door where clinically appropriate. Current program areas include hormone optimization, menopause support, weight loss treatment, longevity and peptide wellness, hair loss treatment, sexual wellness, and biomarker testing. We reserve the right to change, suspend, or discontinue any Service, program, or feature at any time, and to adjust pricing for Services, subject to the notice requirements in Section 13 for active subscriptions.

6. The Services Are Not for Emergencies

7. Telehealth Informed Consent

Telehealth involves the delivery of health care services using electronic communications, information technology, or other means between a Provider and a patient who are not in the same physical location. By using the Medical Services, you acknowledge and consent to receiving care by telehealth and you acknowledge the following. Telehealth may involve evaluation through interactive audio and video, asynchronous review of intake questionnaires and laboratory results, and secure messaging. Anticipated benefits include improved access to care and the convenience of evaluation and follow-up without physical travel. Telehealth also involves inherent risks and limitations, including the possibility of technical failures or interruptions, delays in evaluation or treatment caused by equipment or connection failures, the risk that security protocols could fail and cause unauthorized access to your information despite safeguards, and the clinical limitation that a Provider cannot conduct a hands-on physical examination and must rely on the information you provide. In some cases, a Provider may determine that telehealth is not appropriate for your needs and may decline to treat you or may refer you to in-person care. You have the right to withhold or withdraw your consent to telehealth at any time, and you may be asked to acknowledge a separate, state-specific telehealth consent before receiving Medical Services.

8. Provider Discretion; No Guarantee of Prescription

All treatment decisions, including whether to issue any prescription, are made solely by the treating Provider in the exercise of independent professional judgment. Booking an appointment, purchasing a program, or completing an intake does not guarantee that you will receive any particular treatment, medication, or prescription. Providers will prescribe treatments only when medically appropriate. Certain treatments, including testosterone replacement therapy, involve medications regulated as controlled substances under federal and state law. Prescribing of any controlled substance is subject to additional legal requirements, which may include identity verification, review of prescription drug monitoring program records, periodic laboratory testing, and, where required by applicable law, an in-person evaluation. Providers will not prescribe any medication in circumstances where doing so would be inconsistent with applicable law or clinical standards, and refill requests may be declined where the Provider determines a refill is not appropriate.

9. Prescriptions, Pharmacy Fulfillment, and Laboratory Services

Prescribed treatments may be fulfilled by third-party pharmacies, including compounding pharmacies, that are independent of Vitali and the Medical Groups. Although prescriptions may be routed to a partner pharmacy for your convenience, you always have the right to have any prescription filled at the pharmacy of your choice. Vitali and the Medical Groups do not manufacture, compound, or dispense medications and are not responsible for the acts or omissions of any pharmacy. Compounded medications are prepared for individual patients and are not approved by the U.S. Food and Drug Administration, and where a compounded product is proposed your Provider will discuss it with you. Laboratory and biomarker testing is performed by independent third-party laboratories, and specimen collection may occur at a local patient service center. You authorize the applicable laboratory to release your results to your Provider and to the Platform so your care team can review them with you.

10. Your Account and Security

To use the Platform, you must create an account. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account, and you agree not to share your credentials with any third party. You agree to notify us immediately at the contact information in Section 27 if you suspect any unauthorized access to or use of your account. You must keep the contact and billing information associated with your account accurate and current at all times.

11. Accuracy of the Information You Provide

The safety and effectiveness of your care depend on the accuracy and completeness of the information you provide. You agree to provide complete, accurate, and truthful information in every intake form, health questionnaire, message, and consultation, including information about your identity, location, medical history, current medications, and symptoms. Intentionally withholding or misrepresenting information may result in suspension or termination of your account and may endanger your health. Providers and the Medical Groups are entitled to rely on the information you provide.

12. Payment Terms

The Services are offered on a cash-pay basis. We do not accept insurance, and neither Vitali nor the Medical Groups submit claims to any health plan, Medicare, or Medicaid on your behalf. You may request documentation to seek reimbursement from your insurer directly, but no reimbursement is guaranteed. Unless otherwise noted, all prices are listed and payable in U.S. dollars. To book an appointment or purchase a Service you must keep a valid payment method on file. By purchasing any Service, you authorize Vitali, together with its third-party payment processors, to charge the payment method on file for all fees, charges, and other amounts due, including recurring subscription charges under Section 13 and any applicable late cancellation or missed appointment fees under Section 14. If a payment fails and you have provided more than one payment method, you authorize us to attempt collection against any payment method you have provided. If any amount remains unpaid, we may suspend your account and Services until the balance is resolved, and you will remain responsible for all amounts owed.

13. Subscriptions and Automatic Renewal

Certain Services are offered as recurring subscription plans under which you are billed on a recurring basis, and in exchange you receive the visits, care management, or treatment shipments described in your plan. The price, billing frequency, and included features of your plan will be disclosed to you at checkout.

You may cancel your subscription at any time through your account settings on the Platform, by email to the address in Section 27, or by phone. Cancellation takes effect at the end of your then-current billing period, and you will retain access to your plan through the end of that period. We do not issue refunds or credits for partial billing periods. For plans that include recurring treatment shipments, a cancellation or change request received after the pharmacy has begun processing your order will take effect for the following shipment, and once a payment for a shipment has processed and the pharmacy has filled the prescription, we are unable to issue a refund for that order. We require reasonable advance notice, currently 30 days, for any change to your shipping address. We reserve the right to change subscription pricing upon at least 30 days advance written notice, and any price change will take effect at the start of your next billing period after the notice period, giving you the opportunity to cancel before the new price applies.

14. Appointments, Cancellations, and Refunds

You may book, reschedule, and cancel appointments through the Platform. Because Provider time is reserved for you once your appointment with a Provider is secured, if you fail to appear for a scheduled visit, or cancel it without the advance notice stated at booking, you may be charged a missed appointment fee of $175, which you agree is a reasonable estimate of the costs incurred and not a penalty. Visits begin and end at their scheduled times, and arriving late may shorten or forfeit your visit. Except as expressly stated in these Terms or required by applicable law, completed Services are non-refundable. Nothing in this Section limits any non-waivable refund or rescission right you may have under the law of your state.

15. Communications; Text Message Consent

By creating an account or providing your contact information, you consent to receive communications from Vitali, the Medical Groups, and their service providers relating to your care and your account, including appointment reminders, lab and shipment notifications, billing notices, and secure messages, by email, phone, and text message. Message and data rates may apply, and message frequency varies. Consent to receive marketing text messages is not a condition of purchasing any Service, and you may opt out of marketing messages at any time by replying STOP or by following the unsubscribe instructions in the message. You acknowledge that email and standard text messaging are not secure methods of communication and that you can elect to receive communications containing health information exclusively through the secure Platform by adjusting your communication preferences.

16. Privacy

Your privacy matters to us. Our collection, use, and disclosure of information through the Site and the Platform is described in our Privacy Policy, available at www.vitalinow.com/privacy-policy, which is incorporated into these Terms. Health information you provide in connection with Medical Services is also governed by the applicable Notice of Privacy Practices made available to you by the Medical Groups.

17. Intellectual Property; Limited License

The Site, the Platform, and all content made available through them, including text, graphics, logos, images, videos, software, and the design, selection, and arrangement of all of the foregoing (collectively, the “Content”), are owned by Vitali or its licensors and are protected by intellectual property laws. Vitali, Vitali Performance Therapy, and all related names, logos, and marks are trademarks of Vitali or its affiliates and may not be used without our prior written permission. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and the Platform for your personal, non-commercial use. No other right or license is granted, and any use of the Content not expressly authorized by these Terms is prohibited. If you submit feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free right to use them without restriction or compensation.

18. Acceptable Use

You agree that you will not use the Site, the Platform, or the Services to violate any applicable law, infringe the rights of any third party, or impersonate any person. You further agree that you will not access another person’s account, permit another person to use your account or receive care under your identity, resell or transfer any medication or Service, scrape, harvest, or copy data from the Site or Platform by automated means, introduce malicious code, interfere with the operation or security of the Site or Platform, or attempt to reverse engineer any portion of the Platform. We reserve the right to suspend or terminate your access and to refuse Services to any person for any reason not prohibited by law, including where we or a Medical Group reasonably believe your conduct is abusive toward staff or Providers, fraudulent, or unsafe.

19. Informational Content; Imagery and Testimonials

Content made available on the Site, including articles, program descriptions, and wellness information, is provided for general informational purposes only and is not medical advice, is not a substitute for professional medical advice, diagnosis, or treatment, and does not create a provider-patient relationship. Always seek the advice of your physician or another qualified health provider with any questions you may have regarding a medical condition. Individual results vary, and no outcome is guaranteed. Statements on the Site regarding certain products and services have not been evaluated by the U.S. Food and Drug Administration, and such products and services are not intended to diagnose, treat, cure, or prevent any disease. Photographic and illustrative imagery on the Site, including images of people, may be created or enhanced using artificial intelligence and is for illustrative purposes only. Such images do not depict actual patients or Providers unless expressly identified as such. Testimonials reflect the individual experiences of the persons quoted, may be edited for length and clarity, may be presented with altered names for privacy, and are not representative of the results all patients can expect.

20. Third-Party Websites and Services

The Site and Platform may contain links to third-party websites, applications, or content, including scheduling tools, pharmacies, and laboratories. We do not monitor or control third-party websites or content and are not responsible for them, and a link does not imply our endorsement. Your use of any third-party website or service, and any purchase you make through one, is governed by that third party’s own terms and privacy practices, which we encourage you to review. You release Vitali from any liability arising from your use of any third-party website, application, or content.

21. Disclaimer of Warranties

22. Limitation of Liability

23. Indemnification

You agree to defend, indemnify, and hold harmless Vitali and its affiliates, and their respective officers, directors, employees, and agents, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party arising out of your breach of these Terms, your violation of any applicable law or the rights of any third party, your misuse of the Site, the Platform, or the Services, or any materially inaccurate or incomplete information you provide in connection with the Services. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, and you agree to cooperate with our defense of any such claim.

24. Dispute Resolution; Binding Individual Arbitration; Class Action Waiver

If a dispute arises, we want to understand and address your concerns quickly. Before initiating any arbitration or permitted court proceeding, you agree to first contact us at the address in Section 27 with a written description of your dispute and to work with us in good faith for at least 30 days to attempt an informal resolution.

Except for Excluded Claims, you and Vitali agree that any claim, controversy, or dispute arising out of or relating to these Terms, the Site, the Platform, or the Services (each, a “Claim”), including any question regarding the applicability, existence, scope, or validity of this arbitration agreement, will be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect. If the AAA is unavailable, the parties will select another administrator. The arbitration will be conducted before a single arbitrator, will be held in the county in which you reside or another mutually agreed location, and may be conducted by videoconference where the rules permit. Payment of filing, administration, and arbitrator fees will be governed by the AAA rules. This arbitration agreement is made pursuant to a transaction involving interstate commerce and is governed by the Federal Arbitration Act, 9 U.S.C. Sections 1 through 16, and it applies to all Claims now in existence or that may arise in the future.

All Claims must be brought in the party’s individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding, and the arbitrator may award relief only on an individual basis. This class action waiver is a material term of these Terms and is not severable from this Section 24. If the class action waiver is found unenforceable as to a particular Claim, then this arbitration agreement will not apply to that Claim, which shall proceed in court, and all other Claims shall remain subject to arbitration.

You may opt out of this arbitration agreement within 30 days after you first accept these Terms by sending written notice of your decision to opt out to the email or mailing address in Section 27, including your name and account email. If you opt out, neither party will be bound by this arbitration agreement, and all other provisions of these Terms will continue to apply. The following are “Excluded Claims” and are not subject to arbitration. Either party may bring an individual claim in small claims court if it qualifies, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights, and Vitali may pursue collection of unpaid amounts owed by you. Any judgment on an arbitration award may be entered in any court of competent jurisdiction.

25. Governing Law and Venue

These Terms and any Claim are governed by the laws of the State of California, without regard to its conflict of laws principles, except that the Federal Arbitration Act governs the arbitration agreement in Section 24. Subject to Section 24, any Claim that proceeds in court will be brought exclusively in the state or federal courts located in Orange County, California, and you consent to the jurisdiction of those courts. Nothing in this Section deprives you of the protection of any mandatory consumer protection law of the state in which you reside.

26. Electronic Communications and Signatures

You agree that all agreements, notices, disclosures, consents, and other communications that we provide to you electronically, whether by email or through the Site or Platform, satisfy any legal requirement that such communications be in writing, and you consent to the use of electronic signatures and records in connection with the Services. You may withdraw this consent or request paper copies by contacting us at the information in Section 27, though doing so may limit your ability to use the Services.

27. Contact; Notices

Questions about these Terms or the Services may be directed to Vitali Performance Therapy at info@vitalinow.com, by phone at (866) 584-8254, or by mail at 333 City Blvd., 17th Floor, Orange, CA 92868. We may provide notices to you by email to the address associated with your account, through the Platform, or by posting to the Site.

28. Termination

You may stop using the Services and close your account at any time. We may suspend or terminate your account or access to the Site, the Platform, or any Service at any time for any reason not prohibited by law, including for breach of these Terms, subject to any continuity of care obligations of the Medical Groups under applicable law and their professional obligations to provide you with reasonable notice and access to your medical records. Sections that by their nature should survive termination will survive, including Sections 17 and 21 through 25.

29. General Provisions

These Terms, together with the policies and consents incorporated by reference, constitute the entire agreement between you and Vitali regarding the Site, the Platform, and the Services and supersede all prior understandings on that subject. Our failure to exercise or enforce any right or provision of these Terms does not operate as a waiver. If any provision of these Terms is determined to be unlawful, void, or unenforceable, that provision is deemed severable and does not affect the validity of the remaining provisions, except as provided in Section 24 with respect to the class action waiver. We may assign our rights and obligations under these Terms at any time without your consent, including in connection with a merger, acquisition, or sale of assets, and these Terms are not assignable by you. We are not responsible for any failure or delay caused by events beyond our reasonable control. Nothing in these Terms creates any joint venture, partnership, employment, or agency relationship between you and Vitali. These Terms will not be construed against us by virtue of our having drafted them.