Terms & Conditions

Effective Date: April 27, 2026 | Last Updated: April 27, 2026

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS PLATFORM. BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THIS PLATFORM.

PREAMBLE AND DEFINED TERMS

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Fine Wines Health LLC ("Company," "we," "us," or "our"), a non-clinical administrative services organization, governing your access to and use of this website, mobile application, and related digital platforms (collectively, the "Platform").

All clinical services are provided exclusively by Online Medical Care, PC ("PC"), a licensed professional corporation, through its contracted licensed clinicians ("Providers"). Throughout the remainder of these Terms, the terms "Company" and "PC" shall refer to the entities defined in this Preamble. These Terms are effective as of the date you first access or use the Platform.

These Terms govern only the Platform and administrative services provided by the Company. The relationship between you and the PC is governed by separate clinical service agreements, informed consent forms, and applicable state law.

1. ORGANIZATIONAL STRUCTURE AND SCOPE OF SERVICES

The Company is a management services organization ("MSO") that provides administrative, operational, technology, and business support services to the PC. The Company does not provide, and is not licensed to provide, any clinical, medical, or healthcare services of any kind. The Company does not employ, supervise, direct, or control the clinical judgment or professional conduct of any licensed healthcare professional.

All diagnoses, treatment plans, prescriptions, clinical recommendations, and clinical decisions are made solely by licensed Providers affiliated with the PC, who maintain full and independent professional authority over all clinical matters. No communication from the Company, its employees, agents, or technology systems constitutes clinical advice, diagnosis, or treatment.

The MSO/PC structure is designed to comply with applicable corporate practice of medicine ("CPOM") laws and state-specific regulations governing the provision of professional services. Nothing in these Terms shall be construed to create a clinical relationship or provider-patient relationship between you and the Company.

2. ELIGIBILITY AND ACCESS REQUIREMENTS

2.1 Age Requirements

The Platform is intended solely for use by individuals who are eighteen (18) years of age or older. By accessing or using the Platform, you represent and warrant that you are at least 18 years of age. We do not knowingly provide services to or collect information from individuals under the age of 18. If we learn that a user is under 18, we will promptly terminate that user's account and take steps to delete any information collected. Parents or legal guardians who believe their minor child has accessed the Platform should contact us immediately at the address listed in Section 33.

2.2 Geographic Eligibility

The Platform is operated from and subject to the laws of the United States. Clinical services through the PC are only available in states where the PC's contracted Providers are licensed and legally authorized to provide telehealth services. Access to the Platform does not guarantee eligibility for clinical services. Clinical services may be unavailable in certain jurisdictions, and the PC reserves the right to decline to provide or continue clinical services to users located in jurisdictions where doing so would violate applicable law.

You are responsible for ensuring that your access to and use of the Platform, and your receipt of clinical services, complies with all laws applicable in your jurisdiction.

2.3 Capacity to Consent

By using the Platform, you represent and warrant that you have full legal capacity to enter into a binding agreement, that you are not subject to a legal disability that would impair your capacity to consent, and that you are not acting under duress or undue influence. If you are using the Platform on behalf of another individual with legal authority to do so, you represent that you have all necessary authority to bind that individual to these Terms.

3. DESCRIPTION OF PLATFORM SERVICES

The Platform provides administrative and technology infrastructure that may include, without limitation: appointment scheduling and calendar management; intake form collection and processing; secure messaging between users and administrative staff; payment processing; wellness content, educational materials, and informational resources; notifications, reminders, and communications; account management tools; and access to telehealth session technology provided by third-party vendors.

The Platform is an administrative tool only. It is not a healthcare provider, medical device, or clinical service. Information, tools, and content available through the Platform do not constitute medical advice, diagnosis, or treatment and should not be relied upon as such. The Company does not review, evaluate, or endorse the clinical services provided by the PC or its Providers.

4. NOT EMERGENCY SERVICES

THE PLATFORM IS NOT DESIGNED, EQUIPPED, OR MONITORED FOR EMERGENCY COMMUNICATIONS. DO NOT USE THE PLATFORM TO SEEK EMERGENCY MEDICAL ASSISTANCE.

If you or someone you know is experiencing a medical emergency, is in crisis, or is in any other urgent health situation requiring immediate attention, you must immediately:

Call 911 or your local emergency services;
Go to your nearest hospital emergency room; or
Contact a local crisis intervention or emergency health service.

Neither the Company nor the PC monitors the Platform in real time. There is no guarantee that any communication sent through the Platform will be reviewed promptly or at all. The Company and the PC expressly disclaim any responsibility for harm arising from a user's failure to seek emergency services when warranted.

5. FORMATION OF CLINICAL RELATIONSHIP

Use of the Platform, creation of an account, completion of intake forms, or payment of any fee does not, by itself, create a provider-patient or any other clinical relationship between you and the Company, the PC, or any Provider.

A clinical relationship is established only when: (i) you have completed all required intake and clinical documentation; (ii) a licensed Provider affiliated with the PC has independently reviewed your intake information and determined that you are an appropriate candidate for services; (iii) the Provider has affirmatively accepted your case; and (iv) you and the Provider have entered into an informed consent agreement for clinical services and, as applicable, telehealth services. The PC and its Providers retain full clinical discretion to decline to accept any patient or to terminate a clinical relationship at any time, subject to applicable professional obligations and ethical rules.

If your request for services is declined, any fees you have paid may be refunded in accordance with the refund policy in Section 11 of these Terms. The Company is not responsible for and has no control over any Provider's decision to accept or decline to provide clinical services.

6. TELEHEALTH SERVICES — INFORMED ACKNOWLEDGMENT

6.1 Nature of Telehealth

Telehealth involves the delivery of healthcare services through electronic communications technology, including but not limited to video conferencing, telephone, secure messaging, and other digital platforms. Telehealth enables Providers to evaluate, diagnose, and treat patients who are not physically present in the Provider's office. You acknowledge that telehealth is not equivalent to in-person care in all circumstances, and that certain conditions or presentations may require in-person evaluation or treatment.

6.2 Risks and Limitations

You acknowledge and accept the following risks and limitations inherent to telehealth:

Technical failures, including interruptions to video, audio, or data transmission, may affect the quality or continuity of care;
Electronic communications may be intercepted or accessed by unauthorized third parties despite reasonable security measures;
A Provider may determine that telehealth is not appropriate for your specific condition or needs and may refer you to in-person care;
The absence of in-person physical examination may limit a Provider's ability to diagnose or treat certain conditions;
Telehealth services are not a substitute for emergency care;
Technology may malfunction, causing a session to be interrupted or cancelled;
You are responsible for the privacy and security of your physical environment during sessions.

6.3 Your Obligations for Telehealth

When participating in telehealth sessions, you agree to: attend sessions from a private, secure location; accurately disclose your physical location at the time of each session; use compatible technology that meets the minimum technical requirements disclosed on the Platform; maintain a reliable internet or phone connection; immediately disclose any change in your condition that may constitute a medical emergency; and not record any session without the prior written consent of your Provider.

6.4 Provider Licensure and Geographic Restrictions

Clinical services are provided by Providers who hold licenses in specific states. Your ability to receive clinical services through the PC is contingent on a licensed Provider being available in the jurisdiction where you are physically located at the time of your session. You agree to accurately disclose your physical location at each session. The PC reserves the right to decline to provide, modify, or discontinue services if you are located in a jurisdiction where your assigned Provider is not authorized to practice. Location misrepresentation is a material breach of these Terms and the applicable clinical service agreement.

6.5 Withdrawal of Telehealth Consent

You have the right to withdraw your consent to telehealth services at any time by providing written notice to the PC. Withdrawal of consent will be effective upon receipt of written notice and will not affect any actions taken in reliance on your prior consent. Withdrawal of telehealth consent may result in the inability to continue receiving services through the PC, as its Providers may not offer in-person treatment.

7. USER ACCOUNTS

7.1 Account Registration

To access certain features of the Platform, you must create a user account. You agree to provide accurate, current, and complete information during registration and to update your information as necessary to keep it accurate, current, and complete. You may not impersonate any other person, use a name you are not authorized to use, or provide false identity information.

7.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials, including your password. You agree to notify us immediately at the contact information in Section 33 if you become aware of any unauthorized use of your account or any other security breach. The Company is not liable for any loss or damage arising from your failure to comply with these obligations. You are responsible for all activities that occur under your account, whether or not you authorized them.

7.3 Account Restrictions

Each user may create only one account. Accounts are personal and non-transferable. You may not create an account on behalf of another person without that person's express authorization. You may not create an account for any purpose other than accessing the Platform for your own permitted personal use or for authorized purposes.

7.4 Account Closure by User

You may request closure of your account at any time by contacting us at the information in Section 33. Account closure does not automatically terminate any outstanding clinical service agreements with the PC, which are governed by separate agreements. Fees already paid are subject to the refund policy in Section 11.

8. ACCEPTABLE USE POLICY

By using the Platform, you agree not to:

Use the Platform for any unlawful purpose or in violation of any applicable law or regulation;
Impersonate any person or entity or misrepresent your affiliation with any person or entity;
Provide false, misleading, or inaccurate information, including health information, to the Company, the PC, or any Provider;
Attempt to gain unauthorized access to any portion of the Platform, any other system or network connected to the Platform, or any server or database;
Use automated tools, bots, scrapers, or other automated means to access, copy, or monitor any portion of the Platform;
Transmit viruses, malware, or other harmful code;
Interfere with, disrupt, or degrade the Platform or servers or networks connected to the Platform;
Record, photograph, or otherwise capture any telehealth session without the prior written consent of the applicable Provider;
Use the Platform to transmit unsolicited communications, spam, or commercial messages;
Engage in any conduct that is harassing, threatening, abusive, defamatory, or otherwise objectionable;
Attempt to reverse engineer, decompile, disassemble, or derive source code from any portion of the Platform;
Use the Platform for any commercial purpose without the Company's express written consent;
Circumvent, remove, alter, or otherwise interfere with any security or access control feature of the Platform.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account, at the Company's sole discretion, without notice and without refund.

9. FEES, BILLING, AND PAYMENT

9.1 Fee Structure

Fees for access to the Platform and clinical services provided through the PC are disclosed at the time of scheduling or enrollment. The Company collects fees on behalf of the PC as part of its administrative services. By providing a payment method, you authorize the Company and its payment processors to charge the disclosed fees to that payment method at the time of scheduling or service delivery, as applicable. All fees are in U.S. dollars.

9.2 Credit Card and Payment Authorization

By providing a payment method (including a credit card, debit card, HSA card, FSA card, or other payment instrument), you represent that you are authorized to use that payment method and you authorize the Company to charge it for: (i) session fees at the time of booking or service; (ii) subscription fees, if applicable, on a recurring basis; (iii) late cancellation and no-show fees as described in Section 9.4; and (iv) any other fees disclosed on the Platform at the time they are incurred. You agree to keep your payment information current and accurate.

9.3 Insurance

The Company and the PC do not accept insurance as payment. The Platform and clinical services offered through the PC are self-pay only. If you have health insurance, it is your responsibility to determine whether your insurer will reimburse you for telehealth services and to seek any applicable reimbursement directly from your insurer. The Company and the PC may, in their sole discretion, provide documentation to assist with out-of-pocket reimbursement claims, but neither the Company nor the PC guarantees reimbursement or makes any representations regarding your insurer's coverage policies.

9.4 Cancellation and No-Show Policy

Appointments may be cancelled or rescheduled without penalty if notice is provided to the Platform at least twenty-four (24) hours before the scheduled appointment start time. Cancellations or reschedule requests received within twenty-four (24) hours of the scheduled start time, and no-shows (i.e., failure to attend a scheduled appointment without prior notice), will be subject to a late cancellation or no-show fee equal to the full session fee, which is non-refundable. The Company reserves the right to modify the cancellation window or fee amount upon notice to users.

9.5 Refund Policy

Fees paid for completed sessions are non-refundable. If a session is cancelled by the Provider due to Provider unavailability or a technical failure attributable to the Company's Platform infrastructure, a credit or refund will be issued at the Company's discretion. The Company does not provide refunds based on dissatisfaction with clinical outcomes, which are solely the responsibility of the PC and its Providers.

9.6 Subscription Services

If you enroll in a subscription plan, your subscription will automatically renew at the end of each subscription period unless you cancel prior to the renewal date. You authorize the Company to charge your payment method on file for each renewal. You may cancel at any time through your account settings or by contacting us. Cancellation takes effect at the end of your current billing period. No prorated refunds will be issued for unused portions of a subscription period, except where required by law. The Company reserves the right to modify subscription pricing upon at least thirty (30) days' advance notice.

9.7 Failed Payments and Delinquent Accounts

If a payment fails, the Company may attempt to reprocess the payment and may suspend your access to the Platform until outstanding amounts are paid in full. If your account remains delinquent for more than thirty (30) days, the Company may terminate your account and refer outstanding balances to a collection agency. You will be responsible for all costs of collection, including reasonable attorneys' fees.

10. WELLNESS AND EDUCATIONAL CONTENT

The Platform may include wellness guides, educational articles, informational videos, self-help tools, and similar content ("Wellness Content"). Wellness Content is provided for general informational and educational purposes only. Wellness Content does not constitute medical advice, diagnosis, treatment, or clinical care, and is not a substitute for professional clinical services or medical treatment.

The Company makes no representation or warranty regarding the accuracy, completeness, or suitability of Wellness Content for any individual user. You access and use Wellness Content at your own risk. If Wellness Content causes you distress or you believe it is contraindicated for your condition, discontinue use and consult with a qualified healthcare professional.

11. INTELLECTUAL PROPERTY

11.1 Company Content

The Platform and all content, materials, features, and functionality available through it — including but not limited to text, graphics, logos, icons, images, audio clips, software, code, and data compilations — are owned by the Company, its licensors, or the PC, and are protected by copyright, trademark, trade dress, patent, trade secret, and other applicable intellectual property laws. All rights not expressly granted herein are reserved.

11.2 Limited License to Use

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your personal, non-commercial purposes. You may not reproduce, distribute, publicly display, create derivative works from, or otherwise exploit any content from the Platform without the Company's prior written consent.

11.3 Feedback

If you provide the Company with any feedback, suggestions, or ideas regarding the Platform ("Feedback"), you grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, disclose, and distribute such Feedback for any purpose without restriction or compensation to you.

12. USER-SUBMITTED INFORMATION

You acknowledge that any information, data, or content you submit through the Platform, including intake information, health history, and communications ("User Submissions"), is provided voluntarily. You grant the Company a limited license to use User Submissions as necessary to operate the Platform, provide administrative services to the PC, and fulfill obligations under these Terms. The Company and the PC may use User Submissions in de-identified or aggregated form for research, quality improvement, and analytical purposes in accordance with applicable law and the Privacy Policy.

You represent and warrant that User Submissions are accurate and complete to the best of your knowledge, and that you have the right to submit such information. You acknowledge that the accuracy of clinical services provided by the PC depends in part on the accuracy and completeness of information you provide.

13. PRIVACY AND HIPAA

The Company is committed to protecting the privacy and security of your information. The PC is the HIPAA Covered Entity responsible for the privacy of your protected health information ("PHI") generated in connection with clinical services. The Company may function as a Business Associate of the PC with respect to PHI it handles in the course of providing administrative services.

The Company's collection and use of personal information is governed by the Privacy Policy, which is incorporated into these Terms by reference and available on the Platform. The PC's handling of PHI is governed by its Notice of Privacy Practices, available separately. By using the Platform, you consent to the collection, use, and sharing of your information as described in the Privacy Policy and Notice of Privacy Practices.

The Company implements reasonable administrative, technical, and physical safeguards designed to protect information against unauthorized access, use, disclosure, alteration, and destruction. However, no data transmission or storage system is completely secure, and the Company cannot guarantee the absolute security of your information. In the event of a data breach affecting your information, the Company and the PC will comply with applicable breach notification requirements.

14. CONSENT TO COMMUNICATIONS

14.1 General Communications Consent

By creating an account and using the Platform, you consent to receive communications from the Company and the PC using the contact information you provide, including email, telephone calls, and text messages (SMS/MMS). Such communications may include appointment reminders, intake instructions, account notifications, billing information, service updates, and other administrative and service-related messages.

14.2 TCPA Consent

By providing your telephone number and using the Platform, you expressly consent to receive autodialed or prerecorded calls and text messages from the Company and the PC at the telephone number you provide. Standard message and data rates from your carrier may apply. Message frequency may vary. You may opt out of marketing text messages at any time by replying STOP to any SMS message. For help, reply HELP. Opting out of marketing communications will not affect transactional, safety, or legally required communications.

14.3 Email Communications

You may opt out of non-essential marketing emails at any time by following the unsubscribe instructions included in each email or by contacting us. The Company will continue to send transactional and service-related emails necessary to administer your account and provide services, even if you opt out of marketing communications.

14.4 Required Communications

Notwithstanding any opt-out, the Company and the PC reserve the right to send communications required by law, regulation, or professional obligation, including but not limited to safety notifications, breach notifications, clinical communications, billing statements, and notices of material changes to these Terms.

15. THIRD-PARTY SERVICES AND INTEGRATIONS

The Platform may integrate with or provide access to third-party services, platforms, software, or applications ("Third-Party Services"), including but not limited to video conferencing platforms, payment processors, electronic health record systems, pharmacy fulfillment services, and identity verification services. The Company does not control Third-Party Services and is not responsible for their content, accuracy, availability, privacy practices, or compliance with applicable law.

Your use of Third-Party Services is subject to the terms of service and privacy policies of the applicable third parties. The Company makes no representations or warranties regarding Third-Party Services and expressly disclaims all liability for any loss or damage arising from your use of or reliance on any Third-Party Service. Links to Third-Party Services do not constitute an endorsement by the Company.

16. SERVICE AVAILABILITY AND TECHNICAL REQUIREMENTS

16.1 Availability

The Company does not guarantee uninterrupted, error-free, or continuous access to the Platform. The Platform may be unavailable due to scheduled maintenance, emergency maintenance, technical failures, force majeure events, or other causes beyond the Company's reasonable control. The Company will use commercially reasonable efforts to provide advance notice of planned downtime but is not required to do so.

16.2 Technical Requirements

You are responsible for ensuring that your device, software, internet connection, and technical environment meet the minimum requirements for the Platform. The Company is not responsible for any degradation in service quality or inability to access the Platform resulting from inadequate internet connectivity, outdated software, incompatible devices, or other technical issues on your end. It is your responsibility to maintain adequate technical infrastructure for telehealth services, including a functional camera and microphone for video sessions.

17. DISCLAIMER OF WARRANTIES

THE PLATFORM, INCLUDING ALL CONTENT, FEATURES, AND SERVICES PROVIDED THROUGH IT, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE COMPANY DOES NOT WARRANT THAT: (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (II) THE PLATFORM WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; OR (IV) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED. YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE PLATFORM.

The Company makes no representations or warranties regarding the qualifications, credentials, or competence of any Provider affiliated with the PC. Clinical outcomes are the sole responsibility of the PC and its Providers. The Company does not endorse, recommend, or guarantee any clinical service, treatment, diagnosis, or outcome.

18. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR ANY OTHER DAMAGES, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) ONE HUNDRED U.S. DOLLARS ($100.00).

The Company is not responsible for, and expressly disclaims all liability arising out of or related to: clinical services, clinical outcomes, treatment decisions, diagnoses, prescriptions, or other professional judgments of the PC or its Providers; actions or omissions of third parties; technical failures outside the Company's reasonable control; or any loss or damage arising from your provision of inaccurate, false, or incomplete information.

Certain jurisdictions do not allow the exclusion or limitation of certain warranties or damages. To the extent such laws apply, some of the above limitations may not apply to you.

19. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, agents, licensors, and service providers (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (i) your access to or use of the Platform; (ii) your violation of these Terms; (iii) your violation of any applicable law, regulation, or third-party right; (iv) any false, misleading, or inaccurate information you provide; or (v) any claim by a third party arising from your conduct in connection with the Platform.

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with the Company's defense of such claim.

20. TERMINATION AND SUSPENSION

20.1 Termination by the Company

The Company may, in its sole discretion, suspend or terminate your access to the Platform at any time, with or without notice, for any reason, including but not limited to: violation of these Terms; conduct that poses a risk to the safety of you, any Provider, or any third party; non-payment of fees; suspected fraud or abuse; or any other lawful reason. Termination of your account does not affect any obligations or liabilities incurred prior to termination.

20.2 Effect of Termination

Upon termination, your right to access and use the Platform immediately ceases. The Company may, but is not obligated to, provide you with copies of your account information prior to deletion. Termination of your Platform account does not automatically terminate any clinical service relationship with the PC, which is governed by separate agreements and applicable professional obligations.

20.3 Survival

The following provisions survive termination of these Terms: Section 11 (Intellectual Property), Section 17 (Disclaimer of Warranties), Section 18 (Limitation of Liability), Section 19 (Indemnification), Section 21 (Dispute Resolution and Arbitration), Section 23 (Governing Law), and any other provisions that by their nature should survive.

21. DISPUTE RESOLUTION, BINDING ARBITRATION, AND CLASS ACTION WAIVER

21.1 Informal Resolution

Before initiating any formal legal proceeding, you agree to attempt in good faith to resolve any dispute informally by contacting the Company at the address in Section 33 and providing a written description of the dispute, the relief sought, and your contact information. The Company will attempt to respond within thirty (30) days. If the dispute is not resolved within sixty (60) days of your notice, either party may proceed to arbitration as provided below.

21.2 Binding Arbitration

Except as provided in Section 21.4 and except for matters properly before a small claims court, you and the Company agree that any dispute, claim, or controversy arising out of or relating to the Platform, these Terms, or administrative services provided by the Company shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, as then in effect. The arbitration shall be conducted in the State of Maryland unless otherwise agreed. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

21.3 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR MASS ACTION PROCEEDING. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. IF A COURT FINDS THIS CLASS ACTION WAIVER UNENFORCEABLE FOR ANY REASON, THE ARBITRATION AGREEMENT IN SECTION 21.2 SHALL NOT APPLY TO THAT CLAIM AND SUCH CLAIM MUST BE BROUGHT IN COURT.

21.4 Exceptions to Arbitration

The arbitration requirement does not apply to: (i) claims that qualify for small claims court; (ii) actions seeking injunctive or other equitable relief for alleged violations of intellectual property rights; or (iii) claims arising from or relating to clinical services provided by the PC, which are not subject to these Terms and are governed separately.

21.5 Opt-Out Right

You may opt out of the arbitration agreement in Section 21.2 within thirty (30) days of first accepting these Terms by sending written notice to the Company at the address in Section 33, clearly stating your name, the email address associated with your account, and your intent to opt out. Opting out of arbitration does not affect the Class Action Waiver in Section 21.3.

21.6 Costs of Arbitration

AAA filing fees and arbitrator compensation shall be allocated in accordance with AAA Consumer Arbitration Rules. Each party shall bear its own attorneys' fees and costs, except that the arbitrator may award fees and costs to the prevailing party where permitted by applicable law.

22. MODIFICATIONS TO TERMS

The Company reserves the right to modify these Terms at any time. If the Company makes material changes to these Terms, it will notify you by posting the updated Terms on the Platform with a new effective date, and may provide additional notice by email or prominent notice on the Platform. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Platform and may request closure of your account as provided in Section 7.4.

23. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of law principles. For any claims not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Maryland and waive any objection to such jurisdiction or venue.

24. FORCE MAJEURE

The Company shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, government actions or orders, war, terrorism, labor disputes, internet or telecommunications outages, cyberattacks, power failures, or failures of third-party service providers. During a force majeure event, the Company's obligations under these Terms shall be suspended to the extent necessary.

25. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA)

If you believe that any content on the Platform infringes your copyright, you may submit a DMCA takedown notice to the Company's designated agent at the address in Section 33. Your notice must include: (i) identification of the copyrighted work claimed to be infringed; (ii) identification of the allegedly infringing material and its location on the Platform; (iii) your contact information; (iv) a statement of good faith belief that the use is not authorized by the copyright owner; (v) a statement under penalty of perjury that the information in your notice is accurate and that you are the copyright owner or authorized to act on their behalf; and (vi) your physical or electronic signature.

26. ACCESSIBILITY

The Company is committed to making the Platform accessible to individuals with disabilities, consistent with applicable law. If you experience difficulty accessing the Platform, please contact us at the information in Section 33 and we will make reasonable efforts to assist you.

27. NO WAIVER

No failure or delay by the Company in exercising any right, power, or privilege under these Terms shall operate as a waiver of such right, power, or privilege. No single or partial exercise of any right, power, or privilege shall preclude any other or further exercise thereof. No waiver by the Company shall be effective unless made in writing and signed by an authorized representative of the Company.

28. SEVERABILITY

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be so modified, and the remaining provisions of these Terms shall continue in full force and effect.

29. ENTIRE AGREEMENT

These Terms, together with the Privacy Policy, Notice of Privacy Practices, any applicable clinical service agreements between you and the PC, and any other policies or agreements expressly incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

30. ASSIGNMENT

You may not assign or transfer your rights or obligations under these Terms without the Company's prior written consent. The Company may assign these Terms or any rights hereunder, in whole or in part, without restriction and without notice to you, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. These Terms shall be binding on and inure to the benefit of the parties and their respective permitted successors and assigns.

31. NOTICES

Except as otherwise provided, all notices to the Company under these Terms shall be in writing and delivered by email to the address in Section 33, or by certified mail, return receipt requested, to the Company's principal office. Notices from the Company to you may be provided through the Platform, by email to the address associated with your account, or by any other reasonable means. Notices to the Company are effective upon confirmed receipt; notices from the Company to you are effective upon posting to the Platform or sending to your email address on file.

32. CHILDREN'S ONLINE PRIVACY

The Platform is not directed to children under the age of 13, and the Company does not knowingly collect personal information from children under 13. If you are a parent or guardian and believe that your child under 13 has provided information to the Company, please contact us immediately at the information in Section 33. The Company will take prompt steps to investigate and delete such information.

33. CONTACT INFORMATION

For questions about these Terms, to report violations, to submit DMCA notices, or for any other legal or compliance matter, please contact:

Fine Wines Health LLC

Attn: Legal / Compliance

Address: 8900 Columbia 100 Pkwy, Ste. E
Columbia, MD 21045

Email: info@finewineshealth.com