Terms of Use | Optim U Health

Last revised January 15, 2023

This page explains the terms and conditions governing your use of our online interface and properties (i.e., websites and mobile applications) controlled and owned by Optim U Health, LLC, including the website https://www.optimuhealth.com and the Optim U mobile application (collectively known as the “Site”), in addition to the products (“Products”) and services (“Services”) which are available to users throughout the Site. Optimu Health, LLC, a Michigan limited liability company (“Optim U Health,” “Optim U,” “we,” “us,” or “our”), operates the Site and contracts with healthcare professionals (individually the “Provider” and collectively the “Providers” regarding online medical consultation and secure messaging) and their patients. Professional medical services (provided by healthcare professionals) and the non-clinical site services (provided by Optim U) are referred to collectively in this Terms of Use as the “Services”. The terms defined herein as “you” and “your” means you, your dependents if any, and any individual accessing your Optim U Account.

Your use of the Site and Services and purchase of Products is governed by these Terms of Service (the “Terms”), and any additional written terms that you agree to with us (the “Agreement”). Please read this agreement carefully to ensure that you understand each provision carefully. This agreement is a legally binding contract between you and Optim U. By accessing or using the site, you signify that you have read, understand, and agree to be bound by the conditions contained in these Terms of Use and our Privacy Policy. If you do not agree to be bound by these terms, you are not authorized to access or use this Site or Services; please exit this Site promptly.

This Agreement apply to all visitors, users, and others who access or use the Site (“Users”).

Binding Arbitration. The Terms of Use specify that disputes between you and Optim U relating in any way to these Terms of Use or your use of the Site will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Use. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action.

1. Acceptance of Agreement.

By logging into the Site, you, on behalf of yourself and those that you represent (“you” or “your”), acknowledge that you have read and understood the Agreement, accept the Agreement, and agree to be bound by it.

2. Privacy Practices

You agree that information provided by you in connection with the Services and Site shall be governed by the Optim U Privacy Policy, which is incorporated hereby and made a part of this Agreement. When using Provider consultation services, you agree that information provided by you in connection with those Services shall also be governed by the individual providers notice of privacy practices, and is incorporated hereby and made a part of this Agreement.

3. Services Provided - No Advice or Medical Care by Optim U

In addition to enabling access to certain diagnostic and nutrition products, we provide an online communication platform for Providers and their patients to connect via the Site through the use of asynchronous and synchronous communication technologies. The Site facilitates communication between patients and Providers.

Optim U does not provide medical advice or care. Optim U contracts with independent physicians and health care professional across the United States who provide clinical telehealth services. Independent physicians and health care professionals deliver clinical services via the Optim U Site to their patients. Providers are independently contracted by the Optim U Health and are not employed by Optim U Health. The Providers, and not Optim U, are responsible for the quality and appropriateness of the care they provide to you. Optim U and the Providers do not provide any legal advice or representations in any way regarding any legal issues associated with advice, information, services, or goods offered by a Provider, including but not limited to any compliance obligations or steps necessary to comply with any federal or state laws and regulations.

The Providers are independent of Optim U and are simply using the Site as a way to communicate with you. Any information or advice received from a Provider comes from them alone, and not from Optim U. Your interactions with the Providers via the Site are not intended to take the place of your relationship with your regular health care practitioners or primary care physician. Neither Optim U, nor any of its subsidiaries or affiliates or any third party who may promote the Site or Service or provide a link to the Service, shall be liable for any professional advice obtained from a Provider via the Site or Service, nor any information obtained on the Site. Optim U does not endorse or recommend any specific Providers, physicians, labs, medications, products, or procedures. You acknowledge that your reliance on any Providers or information delivered by the Providers via the Site or Service is solely at your own risk and you assume full responsibility for all risks associated with this.

Optim U does not make any warranties or representations about the skill or training of any Providers who perform services via the Site or Service. You will be matched with available Providers based solely on the information you submit to the Site. You are ultimately responsible for choosing your own particular Provider.

The content of the Site and the Services, including but not limited to, text, photographs, images, illustrations, graphics, audio, copy, video, and other visuals, is for informational purposes only and does not constitute professional medical advice, treatment, diagnosis, or recommendations of any kind made by Optim U. You should always seek the advice of your qualified health care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions. All information provided or in connection with any communication supported by Optim U, is aimed to be for general information purposes only, and is in no way meant to create a provider-patient relationship as defined by state or federal law. While Optim U facilitates your selection of, and communications with, Providers, Optim U does not provide medical services, and the doctor-patient relationship is between you and the Provider you select.

Prescription Policy

NO PRESCRIPTION WILL BE GRANTED UNLESS A CLINICAL NEED EXISTS BASED ON PHYSICIAN CONSULTATION, REQUIRED LABORATORY WORK, AND/OR CURRENT MEDICAL HISTORY. PLEASE NOTE, AGREEING TO PHYSICAL EXAM AND LABORATORY WORK DOES NOT AUTOMATICALLY EQUAL CLINICAL NECESSITY AND A PRESCRIPTION.

Neither Optim U nor the engaged Providers endorse any specific medication, pharmacy, or pharmacologic product. 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.

If medically-indicated, your Provider may prescribe TRT. Optim U and the Provider fully honor patient freedom of choice and, if you receive a prescription for a medication, you always have the option to instruct the Provider to transmit that prescription to the pharmacy of your choice. Neither Optim U nor the contracted Providers sell, manufacture, or dispense prescription medications. All fees associated with medications are billed at the pharmacy’s rates. You do not automatically qualify for any particular therapy. Obtaining a prescription is always at the discretion of the Provider and is determined based on medical assessment and a diagnosis.

Any medications prescribed will be based on diagnosis resulting from your submitted medical history, lab work, and Provider consultation. They will be based exclusively for treatment of these diagnoses. You agree that any prescriptions that you are issued by 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 your Provider or a pharmacist if you have any questions regarding the prescription.

All medication refill requests must first be reviewed and approved by the Provider engaged by Optim U. You MUST be in compliance with the Provider’s treatment plan; including blood work and consultations, in order to receive refills. A follow up consultation may be required prior to approving medication refills. Providers reserve the right to deny care for actual or potential misuse of the Services.

Telehealth Services Risks

By using the Services, you acknowledge the potential risks associated with telehealth services. These include but are not limited to the following: a lack of access to your medical records may result in adverse drug interactions or allergic reactions or other judgment errors, information transmitted may not be sufficient (i.e., poor resolution of images) to allow for sufficient medical or health care decision making by the Provider; delays in evaluation or treatment could occur; even though the electronic systems we use include network and software security protocols to protect the privacy and security of information, those protocols could fail causing a breach of privacy of your health information.

Note for Emergencies

IN CASE YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU ARE ADVISED TO DIAL “911” IMMEDIATELY.

Optim U’s Site and Services are not intended for medical emergencies or urgent situations. You should not disregard or delay to seek medical advice based on anything that appears or does not appear on the Site. If you believe you have an emergency, please call 9-1-1 immediately.

You should seek emergency help or follow up care when suggested by a Provider or when otherwise needed. You should continue to consult with your primary provider and other healthcare professionals. Please 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.

Laboratory Orders Neither Optim U nor the Providers contracted offer any diagnostic or laboratory tests. However, in order for your Provider to determine if TRT treatment is clinically-indicated for you, your Provider may order laboratory testing to be sent to third-party laboratories or another laboratory of your choice (the “Lab”). All fees associated with laboratory testing are billed at the Lab’s rates. By signing this Terms of Use, you authorize your Provider to order laboratory testing as clinically indicated and further authorize the Lab to disclose the results of your test to any Provider. Neither Optim U nor the engaged Providers control whether or not the Lab will refund any laboratory orders once the service is provided, even if you do not qualify for any treatment. For any questions about fees or refunds associated with your laboratory tests please contact your laboratory directly.

Supplementary Screenings and Limitations

Optim U Health engaged Providers do not perform prostate cancer screening, PSA tests and/or rectal exams. An integral part of overall health maintenance is obtaining and remaining up to date with age-appropriate screening tests aimed at early detection of life-threatening diseases. You should consult with your PCP or urologist about them and provide all appropriate medical records and/or facilitate inter-physician communication regarding such evaluations.

Testosterone Replacement Therapy (“TRT”) treatments provided through Providers are solely for the purpose of hormone optimization. Providers do not offer primary care and cannot take the place of a PCP. If you do not have a PCP you are encouraged to establish a relationship with a PCP and communicate your TRT treatment received through a Provider to your PCP and/or endocrinologist to encourage and facilitate physician communication regarding your TRT treatments.

Not an Insurance Product

Neither Optim U nor the engaged Providers are insurers. The Services are not insurance products, and the amounts you pay to Optim U or the Providers are not insurance premiums. If you desire any type of health or other insurance, you will need to purchase such insurance separately.

4. Limitation of Liability Regarding Use of Site

Except as provided by law, and without limitation, Optim U shall not be liable for the acts or omissions of the providers. Optim U and any third parties mentioned on this site are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, or other damages whatsoever (including, without limitation, those resulting from lost profits, lost data, or business interruption) arising out of or relating in any way to the site, site-related services, products, content, or information contained within the site, or any linked website, whether based on warranty, contract, tort, or any other legal theory and whether or not advised of the possibility of such damages. Your sole remedy for dissatisfaction with the site, site-related services, or linked websites is to stop using the site or those services. To the extent any aspects of the foregoing limitations of liability are not enforceable, the maximum liability of Optim U to you with respect to your use of this site is $500 (five hundred dollars). You hereby agree to waive, to the fullest extent permitted by law, all laws that limit the efficacy of such indemnifications or releases.

5. Use by Minors

If you are a User under eighteen (18) years of age (a “Minor”), you may only use or access the Site with the consent of, and under the supervision of, an individual who has the capacity to form a binding contract and who has parental responsibility over you, whether as a parent, guardian or otherwise (a “Parent”), and only with your Parent’s consent to this Agreement. If you are a Parent, you represent and warrant, by you or your Minor accessing, or otherwise using the Site, that you: (i) have read and agree to the terms and conditions of this Agreement on yours and your Minor’s behalf; and (ii) that you give your consent to your Minor’s use of the Site. Any access or use of the Site by a Minor without the consent and supervision of their Parent is strictly prohibited and in violation of this Agreement. If you are a Minor using the Site, then “you” as used herein (unless context requires otherwise) includes both you and your Parent. By using the Site, you consent to the collection, use and disclosure of your personally identifiable information and to having your personally identifiable information collected, used, transferred to and processed in the United States as set forth in our Privacy Policy below.

6. Limitations of License

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Site for your personal, noncommercial use only and as permitted by this Agreement and the features of the Site. Optim U reserves all rights not expressly granted herein in the Site and its Content (as defined below). Optim U may terminate this license at any time for any reason or no reason.

7. Changes to the Site

Optim U may, without prior notice and without liability to you: (i) change the Site or (ii) stop providing the Site or features of the Site, to you or to Users generally. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

8. Accuracy of Information

Optim U attempts to ensure the accurateness of the Site and Service descriptions, however, it makes no representations, warranties, or guarantees whatsoever as to the accuracy or correctness of the Service or Site descriptions and other content on the Site. It is possible that the Site could include inaccuracies, typographical errors, or other errors, and that unauthorized additions, deletions, and alterations could be made to the Site by third parties. In the event that an inaccuracy come to be, please inform Optim U so that it can be corrected. Information contained on the Site may be changed or updated without notice. Additionally, Optim U shall have no responsibility or liability for information or content posted to the Site from any non-Optim U affiliated third party.

We make no representations whatsoever about any other website that you may access through this Site. When you access a non-Optim U site, please understand that it is independent from Optim U, and that Optim U has no control over the content on that website. In addition, a link to a non-Optim U website does not mean that Optim U endorses or accepts any responsibility for the content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.

Optim U and engaged Providers each reserves complete and sole discretion with respect to the operation of the Site and the Services. We may withdraw, suspend, or discontinue any functionality or feature of the Site or the Services among other things. We are not responsible for corruption, transmission errors, or compromise of information carried over local or interchange telecommunications carrier. We are not responsible for maintaining information arising from use of the Site or with respect to the Services. We reserve the right to maintain, delete, or destroy all communications or information posted or uploaded to the Services or Sitein accordance with our internal record retention or destruction policies.

9. Disclaimer of Warranties

Optim U does not warrant that access to or use of the site will be uninterrupted or error-free or that defects in the site will be corrected. This site, including any content, information contained within the site, or any site-related service or product, is provided “as is,” with all faults, with no representations or warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, quality of information, quiet enjoyment, and title/non-infringement. Optim U does not warrant the accuracy, completeness, or timeliness of the information obtained through the site, services, or products.

You assume total responsibility and risk for your use of this site, site-related services, and products, and linked websites. Optim U does not warrant that files available for download will be free of viruses, worms, trojan horses, or other destructive programming. You are responsible for implementing procedures sufficient to satisfy your needs for data back up and security.

Warranties relating to products or services offered, sold, and distributed by Optim U are subject to separate warranty terms and conditions, if any, provided by Optim U or third parties with or in connection with the applicable products or services. Optim U does not guarantee that through use of our services any prescriptions will be written for you. Providers do not prescribe dea controlled substances, such as those containing opioids or amphetamines. You acknowledge and understand that the use or misuse of the products obtained through our site may result in undesirable or unexpected consequences. Optim U 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 site, 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.

10. Site Location

The Site is controlled and operated from facilities in the United States. Optim U makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all marketing and promotional materials found on this Site are solely directed to individuals, companies, or other entities located in the United States.

11. Proprietary Rights

Except for your User Content, the Site and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, Site marks, copyrights, photographs, audio, and videos (the “Optim U Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Optim U. . The Site is protected by United States and international copyright and trademark laws. Subject to these Terms of Use and the payment of all applicable fees, Optim U grants you a revocable, nontransferable (except as provided below), personal, nonexclusive license to use the object code version of the Site. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Optim U Content. Use of the Optim U Content for any purpose not expressly permitted by this Agreement is strictly prohibited. All rights not expressly granted to you in these Terms of Use are reserved and retained by Optim U or its licensors, suppliers, publishers, rights holders, or other content providers. Neither the Services and Site, nor any part of the Site and Services, may be reproduced, copied, duplicated, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Optim U. You are not allowed to use any meta tags or any other “hidden text” utilizing Optim U’s name or trademarks without the express written consent of Optim U. You are not allowed to frame or use framing techniques to enclose any logo, trademark, or other proprietary information (including text, images, page layout, or form) of Optim U without express written consent. You may not misuse the Site or Services. You may use the Site and Services only as permitted by law. The content of the Site, including without limitation the documents, text, files, photographs, images, video, audio and any materials accessed through or made available for use or download through this Site may not be distributed, modified, copied, reproduced, published, or used, in whole or in part, except for purposes authorized or approved in writing by Optim U. You are not allowed to frame or use framing techniques to enclose, or deep linking to, any name, trademarks, service marks, content, logo, or other proprietary information (including, but limited to, text, images page layout, or form) of Optim U’s without our express written consent.

With the exception of your electronic medical record, Optim U, as applicable, retain all right, title, and interest in and to the Site, the Services and any information, products, documentation, software, or other materials on the Site, and any patent, copyright, trade secret, trademark, service mark, or other intellectual property, or proprietary right in any of the foregoing, except for information on the Site licensed by Optim U or engaged Provider (in that case, the license provider retains all right, title, and interest therein). The information available through the Site and the Services is the property of Optim U or engaged providers, as applicable. You agree not to store, copy, modify, reproduce, retransmit, distribute, disseminate, rent, lease, loan, sell, publish, broadcast, display, or circulate such information to anyone. Use, reproduction, copying, or redistribution of Optim U or Provider trademarks, service marks, and logos are strictly prohibited without the prior written permission of Optim U or Provider, as applicable. The immediately foregoing sentence also applies to any third party trademarks, service marks, and logos posted on the Site. Nothing contained on the Site should be construed as granting, by implication, estoppel, waiver, or otherwise, any license or right to use any trademarks, service marks, or logos displayed on the Site without the written grant thereof by Optim U, Providers, or the third party owner of such trademarks, service marks, or logos. The Site may contain other proprietary notices and copyright information, the terms of which you agree to follow.

Optim U may delete any information provided by you that it deems in its sole discretion fraudulent, abusive, defamatory, obscene, or in violation of copyright, trademark, or other intellectual property or ownership right of any other person or entity.

12. Claims of Copyright Infringement

We deny any responsibility or liability for copyrighted materials posted on our Site. If you believe that your work has been copied in a manner that constitutes infringement of copyright laws, please follow the procedures set forth below.

Optim U respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to Optim U’s Designated Copyright Agent, identified below.

Notices of Alleged Infringement for Content Made Available on the Site

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Site by sending us a notice (“Copyright Notice”) complying with the following requirements.

Identify the copyrighted works that you claim have been infringed.
Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site where such material may be found.
Include both of the following statements in the body of the Copyright Notice:
“I hereby state that the information in this Copyright Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.” “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
Provide your mailing address, telephone number, and, if available, email address.
Provide your full legal name and your electronic or physical signature.
Deliver this Copyright Notice, with all items completed, to us at info@optimuhealth.com

13. Indemnity

You agree to defend, indemnify and hold harmless Optim U and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Site, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via the Site including without limitation misleading, false, or inaccurate information; or (vi) your willful misconduct.

14. Arbitration Agreement and Dispute Resolution

We will do our best to resolve any issue you have with the Site, including without limitation, Products and Services ordered or purchased through the Site, if you bring that issue to the attention of our customer service department. However, we realize that there may be instances where we may not be able to resolve an issue to a customer’s satisfaction.

You and Optim U agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms of Use or your use of the Site, including without limitation, Products and Services ordered or purchased through the Site, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Optim U are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Use and any other contractual relationship between you and Optim U.

If you desire to assert a claim against Optim U, and you therefore elect to seek arbitration, you must first send to Optim U, by certified mail, a written notice of your claim (“Notice”). If Optim U desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by Optim U, must (a) describe the nature and basis of the claim or dispute, and (b) set forth the specific relief sought (“Demand”). If Optim U and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Optim U may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Optim U or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org. If you are required to pay a filing fee, after Optim U receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than US $2,000.

The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms of Use. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope and enforceability of these Terms of Use, including, but not limited to, this arbitration agreement. Unless Optim U and you agree otherwise, any arbitration hearings will take place in Detroit, Michigan. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA Rules including, but not limited to, the AAA rules regarding the selection of an arbitrator). If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Optim U’s last written settlement offer made before an arbitrator was selected (or if Optim U did not make a settlement offer before an arbitrator was selected), then Optim U will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.

YOU AND OPTIM U AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Optim U agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

If the arbitration terms and conditions of this Section are found to be unenforceable, then (i) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect, and (ii) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for Detroit, Michigan.

15. Governing Law

This Agreement and any controversy related to this Agreement shall be interpreted in accordance with and governed by the laws of the state of Michigan, or, as appropriate, by federal law as applied by a federal court sitting in Michigan, both without regard to Michigan choice of law rules. Optim U operates subject to state and federal regulations, and the Services may not be available in your state. You represent that you are not a person barred from enrolling for or receiving the Services under the laws of the United States or other applicable jurisdictions in which you may be located. Access to and use of the Site or the Services is limited exclusively to users located in States within the United States where the Services are available. Services are not available to users located outside the United States. Accessing the Site or Services from jurisdictions where content is illegal, or where we do not offer Services, is prohibited.

16. Ordering and Purchasing of Services or Products Order Acceptance and Shipment

Your placement of an order does not necessarily ensure that we will accept your order. We may require additional information regarding your order if you have not provided all the information required by us. Once a properly completed order and authorization of your form of payment is received, we will process your order and Product for shipment. If, for some reason, we determined that we cannot ship your Products within forty-five (45) days following our receipt of a properly completed order, we will cancel your order and advise you of such action. We do not accept orders from dealers, wholesalers, or other customers who intend to resell items offered on our Site

Risk of Loss

All Products purchased from our Site are delivered to shipment carriers. The risk of loss and title for such Products pass to you when they are delivered to the carrier.

Incorrect Pricing and Typographical Errors

In the event a Product or Service is listed at an incorrect price due to error in pricing information received from a third party, we shall have the right to refuse or cancel any orders placed for the Products or Services 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 debit or credit 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.

Return, Cancellation and Refund Policy

If your order has not yet shipped, you are eligible for a full refund of your order. You can contact a member of our Customer Success team at info@optimuhealth.com, and we'll assist you in canceling your order.

Online Payments

You can purchase services and items on the Site. To simplify the user experience on the Site, you are able to pay for your purchases via the Site with Optim U serving as payment processing agent on your behalf. If you choose to purchase a service from an engaged Provider or an item (i.e., a nutritional supplement or prescription product) from a pharmacy or other supplement provider listed on our Site, then the total price you pay includes the amount charged by the Provider for the service, as well as the amount charged by the pharmacy or other supplement provider. We also charge a subscription fee for you to use and access the Site and its features via your user account. We collect the amounts charged by the pharmacy or other supplement provider and Provider on your behalf and pass through to them the payment for their actual charges. Before making a purchase, you will see an itemized invoice listing the actual charges by Provider for the services, the pharmacy or other supplement provider for their products, and us for the online membership fee.

We accept debit or credit issued by U.S. banks (your “payment method”). You authorize and agree that the payment method you submit may be used automatically by Optim U, The Provider, or its payment processors for any of your responsibilities for payment. If a credit card account is being used for a transaction, Optim U may obtain preapproval for an amount up to the amount of the payment. We use a third party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor. The personal information is encrypted. We will share transaction data with our payment services providers only to the extent necessary for the purposes of processing your payments, refunding such payments and dealing with complaints and queries relating to such payments and refunds. If you enroll to make recurring payments automatically, all charges and fees will be billed to the payment method you designate during the setup process. You have the right to revoke this authorization by contacting Optim U at info@optimuhealth.com at least twenty (20) days prior to the scheduled payment date. You understand and acknowledge that Services may be cancelled or withheld if you revoke this authorization, and that you are still responsible for all charges incurred by you or are otherwise owed to Optim U. This authorization will remain in full force and effect until revoked by you or Optim U. If you want to designate a different payment method or if there is a change in your payment method, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information.

You represent and warrant that if you are making online payments that (a) any credit card, debit card and bank account information you supply is true, correct, and complete, (b) you will pay the charges incurred by you in the amounts posted, including, without limitation, any applicable taxes (c) charges incurred by you will be honored by your debit/credit card company or bank, and (d) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information. If Optim U is unable to secure funds from the payment method you provide for any reason, including insufficient funds in the payment method or insufficient or inaccurate information provided by you when submitting electronic payment, Optim U may undertake further collection action, including application of fees to the extent permitted by law. You acknowledge and agree that you will not dispute the charges from Optim U with the payment method company, provided the transactions correspond to the terms indicated in these Terms of Use.

Subscription Terms

If you purchase a subscription to our Services, your subscription is continuous and will be automatically renewed at the end of the applicable subscription period, unless you decide to cancel your subscription before the end of the then-current subscription period. Cancelling your subscription will automatically close your account at the end of your current billing period. Optim U may change the price for your Optim U subscription, periodically and will communicate any price changes in advance to you, and if applicable, how to confirm those changes. At the start of the next subscription period, price changes will take effect following the date of the price change. By continuing to use Optim U and subject to applicable law, you accept the new price after the price change takes effect. You have the right to reject the change by unsubscribing from the Services prior to the price change going into effect, in case you do not agree with a price change.

17. No Warranty.

The Site is provided “As Is,” “As Available,” and “Where Available” and without warranties of any kind and, to the maximum extent permitted by law, Optim U’s liability to you is limited.

18. No Third Party Rights

Unless expressly stated in the Terms of Use to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you, Optim U, the engaged Provider, and their affiliates. Nothing in the Terms of Use is intended to relieve or discharge the obligation or liability of any third persons to you, Optim U, the engaged Providers, and its affiliates, nor shall any provision give any third parties any right of subrogation or action over against you, Optim U, the engaged Providers, and its affiliates.

19. Assignment

You may not assign, transfer, or delegate the Terms of Use or any part thereof without Optim U’s prior written consent. Optim U may freely transfer, assign, or delegate all or any part of the Terms of Use, and any rights or duties hereunder or thereunder. The Terms of Use will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties.

20. Additional Terms Applicable to Providers

These supplemental terms apply to Providers in addition to the other provisions of these Terms of Use. In the event of a conflict between the supplemental terms and any other terms herein, the supplemental terms shall prevail.

To be a healthcare provider using the Site (for purposes of this section, “Provider” or “you”) you must be a licensed physician, nurse practitioner, or healthcare professional contracted and must agree to comply with all laws, medical board rules, and other rules and regulations applicable to you as a Provider or otherwise. Your relationship with the Optim U users (including, but not limited to, your patients) is directly between you and the patient. The patient will never have a physician-patient relationship with Optim U. Optim U does not practice medicine and offers no medical services. As set forth more fully below, Provider is solely responsible for all agreements, consents, notices, and other interactions with patients and other consumers. Without limiting the generality of the foregoing, Provider and Optim U is solely responsible for all billings and collections from patients and other consumers, and Optim U shall have no liability whatsoever to Provider with respect to any amounts owed by any patient or other consumer to Provider.

Optim U does not provide any medical advice, legal advice, or representations in any way regarding any legal or medical issues associated with Provider, goods, or services offered by Provider, including but not limited to any compliance obligations or steps necessary to comply with any state or federal laws and regulations. Provider should seek legal counsel regarding any legal and compliance issues, and should not rely on any materials or content associated with the Services in determining Provider’s compliance obligations under law. Provider and Optim U agree that Optim U is not providing to customers, patients, or anyone else, medical advice or legal advice.

Provider will use the Site and Services only in accordance with applicable standards of good medical practice. While software products such as the Site and Services can facilitate and improve the quality of service that Provider can offer patients, many factors, including but not limited to the provider/patient relationship can affect a patient outcome, and with intricate and interdependent technologies and complex decision-making it is often difficult or impossible to accurately determine what the factors were and in what proportion they affected an outcome. Provider shall be solely responsible for its use of the Site and Services, and the provision of medical services to Provider’s patients. In this regard, Provider releases Optim U and waives any and all potential claims against Optim U as a result of Provider’s use of the Site and Services, and the provision of services to Provider’s patients.

As a result of the complexities and uncertainties inherent in the patient care process, Provider agrees to defend, indemnify and hold Optim U harmless from any claim by or on behalf of any patient of Provider, or by or on behalf of any other third party or person claiming damage by virtue of a familial or financial relationship with such a patient, which is brought against Optim U, regardless of the cause if such claim arises for any reason whatsoever, out of Provider’s use or operation of the Site and Services. To the extent applicable, Provider will obtain Optim U’s prior written consent to any settlement or judgment in which Provider agrees to any finding of fault of Optim U or defect in the Site or Services. Optim U will promptly notify Provider in writing of any claim subject to this indemnification, promptly provide Provider with the information reasonably required for the defense of the same, and grant to Provider exclusive control over its defense and settlement.

If you submit, upload, transmit, or post any consents, notices, advice, recommendations, comments, files, videos, images, or other materials to us or our Site (“Provider Content”) or provide any Provider Content to patients or other consumers, you agree not to provide any Provider Content that (a) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or (c) contains or transmits a virus or any other harmful component. Provider is solely responsible for obtaining all necessary agreements and consents from, and providing all required notices to, patients and other consumers. You agree not to contact other users through unsolicited e-mail, telephone calls, mailings, or any other method of communication. You represent and warrant to Optim U that you have the legal right and authorization to upload all Provider Content at the Site. Optim U shall have a royalty-free, irrevocable, transferable right and license to use the Provider Content however Optim U desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from or sell or distribute such Provider Content or incorporate such Provider Content into any form, medium, or technology throughout the world. Optim U is and shall be under no obligation: (i) to maintain any Provider Content in confidence; (ii) to pay to you any compensation for any Provider Content; or (iii) to respond to any Provider Content.

Optim U does not regularly review Provider Content, but does reserve the right (but not the obligation) to monitor and edit or remove any Provider Content submitted to the Site. You grant Optim U the right to use the name that you submit in connection with any Provider Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Provider Content. You are and shall remain solely responsible for the content of any Provider Content you post to the Site or provide to patients or other consumers. Optim U and its affiliates take no responsibility and assume no liability for any Provider Content submitted by you or any third party.

21. Force Majeure

We will not be deemed to be in breach of these terms or liable for any breach of these terms or our privacy policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, pandemics, public health crisis, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, or other disaster.

22. Modification

Optim U reserves the right to modify this Agreement in its sole discretion and will provide notice of these changes as described below.