Terms of Service

1. Introduction and acceptance of terms

Welcome to MDChat. These Terms of Service (“Terms”) are a legal agreement between you (“you” or “your”) and MDChat Inc. (“MDChat,” “we,” “us,” or “our”), a Delaware corporation, on behalf of itself and its parent(s) and affiliate(s) (collectively, the “Company”). These Terms govern your access to and use of our website at mdchat.com and app.mdchat.com, and any web-based and/or mobile applications that require you to create an account (collectively, the “Site” or “Services”).

Important — please read carefully. These Terms contain a binding arbitration agreement and class-action waiver (Section 13) — you waive your right to a jury trial and class action; SMS/text messaging consents (Section 4), including a separate, optional consent to marketing texts; a telehealth consent presented to you separately before intake — you consent to receive medical care via telehealth; a HIPAA acknowledgment that you have received the Medical Group’s Notice of Privacy Practices; and a no-refund policy for membership fees (Section 5).

By accessing or using the Services, clicking any button to indicate your consent, or completing a purchase, you accept and agree to be bound by these Terms. If you do not agree, do not use the Services.

2. Your relationship with the Company

MSO/PC structure. MDChat operates as a Management Services Organization (“MSO”) providing administrative, operational, and technology services. MDChat does not provide medical care, practice medicine, or provide pharmacy services. All healthcare services are rendered solely by licensed providers employed or contracted by independently owned and operated professional entities (the “Medical Group”), exercising independent professional judgment.

No medical advice. MDChat does not offer diagnosis or treatment. All information provided through the Services is for general informational purposes only and does not create a provider-patient relationship. The Services are not a substitute for professional diagnosis or treatment. Reliance on any information provided is solely at your own risk.

Care team. Any “care team,” “support staff,” or “customer service agents” made available by MDChat are non-clinical customer support and cannot provide medical advice, diagnosis, or treatment recommendations. For medical questions, contact a licensed clinician through the Medical Group or seek in-person medical care.

Cash-pay only. The Services are cash-pay only. MDChat does not accept commercial health insurance, is not in-network with any insurance plans, and is not enrolled with federal or state health care programs such as Medicare or Medicaid. You are solely responsible for all costs of services and products. You agree that you will not submit claims for the Services to Medicare, Medicaid, or any other federal or state health care program, will not seek reimbursement from any such program, and will not count amounts paid toward Medicare Part D TrOOP costs. MDChat does not provide claim forms, superbills, or other documentation for insurance reimbursement, and makes no representation that any commercial insurer will reimburse any amount you pay.

3. Consent to telehealth services

Telehealth allows healthcare providers to assess and treat patients remotely using technology. By using the Services, you consent to treatment via telehealth. Please see our Telehealth Consent, which is presented to you separately before any medical intake and becomes part of your medical record.

4. Communications by text message and email (TCPA consents)

MDChat offers two separate text-messaging programs. Consent to each is obtained separately, and neither is a condition of purchasing any goods or services.

4.1 Transactional and account messages. If you opt in to transactional messaging (by checking the transactional SMS checkbox and providing your mobile number), you consent to receive recurring automated transactional and account-related text (SMS/MMS) messages from MDChat — such as order confirmations, shipping notifications, refill and appointment reminders, provider communications, billing notices, and customer support messages — sent to the mobile number you provided. Consent to transactional messages does not constitute consent to marketing messages.

4.2 Marketing messages (prior express written consent). If you separately opt in to marketing messaging (by checking the marketing SMS checkbox), you provide your prior express written consent to receive recurring automated promotional and marketing text (SMS/MMS) messages from MDChat at the mobile number you provided. This consent is optional, is not required as a condition of purchase, and may be revoked at any time.

4.3 ATDS acknowledgment. You agree that messages under either program may be transmitted using an automatic telephone dialing system (“ATDS”) or other automated technology. With your enrollment, you represent that you are the owner or authorized user of the mobile device, you are authorized to approve any applicable charges, you are responsible for all messaging and data charges that may apply, and neither MDChat nor your wireless carrier will be liable for delayed or undelivered messages.

4.4 Opt-out and revocation. Message frequency varies. Message and data rates may apply. You may revoke your consent at any time and by any reasonable means, including by replying STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any message, adjusting your messaging preferences in your account settings, or contacting support@mdchat.com. A STOP request stops all text messages from MDChat unless you tell us otherwise; after you opt out, we may send a single confirming message, and we will honor your revocation promptly as required by law.

4.5 Phone number changes. If you change or give up your mobile phone number, please update it in your account settings or notify MDChat promptly so messages are not sent to a number that no longer belongs to you.

4.6 Encryption disclaimer. Text messages and emails sent to or received from MDChat are not encrypted and could be intercepted by third parties. If you choose to send or receive health or sensitive information by text or email, you do so at your own risk.

4.7 No third-party sharing. MDChat does not sell, share, or rent mobile phone numbers or SMS consent information with third parties for their own marketing purposes, except with your consent or as permitted by law.

5. Membership, pricing, and cancellation

5.1 Program membership. Your membership in the MDChat treatment program commences when you complete the intake form and are charged the upfront payment for the first subscription term. It includes access to the MDChat platform, coordination of your care with the Medical Group’s licensed clinicians, provider messaging, and coordination of prescription fulfillment if a clinician determines you are eligible for treatment. Clinical services are provided and charged by the Medical Group, and medications are dispensed by licensed pharmacies; MDChat’s fees are for platform, administrative, and support services.

5.2 Auto-renewal. Your subscription automatically renews at the end of each billing period unless you cancel before the renewal date, and your payment method will be charged the then-current fee. Where required by law, we will send a reminder notice with the renewal terms and cancellation instructions before your subscription renews.

5.3 Cancellation. You may cancel at any time — by logging into your account at app.mdchat.com and following the cancellation steps, by emailing support@mdchat.com, or by calling (201) 503-4930. Cancellation takes effect at the end of the current paid term; we recommend allowing at least 48 hours for processing to avoid the next charge. No refunds (partial or otherwise) are issued for canceling before the end of your current term, except as required by law, and you will continue to receive Services through that term.

5.4 If not approved. If a clinician determines you are not eligible for treatment, you will receive a full refund of all membership fees paid, and your subscription will be canceled.

5.5 Payment. You authorize MDChat to charge your payment method for all applicable fees, including taxes. If your payment method cannot be charged and you don’t provide an alternative within 7 days, your membership will be terminated.

6. Eligibility

You must be at least 18 years of age to use the Services. By using the Services, you represent that you are 18 or older and legally authorized to enter into binding contracts.

7. Your responsibilities

• Provide true, accurate, current, and complete information about your medical history, current medications, allergies, and health conditions.
• Maintain the security of your account credentials and never share your password.
• Do not record telehealth sessions without your provider’s express written consent.

8. Intellectual property

8.1 MDChat property. The Services, including all content, trademarks, software, and design, are owned by MDChat Inc. and its licensors. You may not copy, modify, distribute, or create derivative works from the Services without express written permission.

8.2 Your content and data license. You retain ownership of the content and data you submit through the Services (“Your Data”). You grant MDChat a limited, non-exclusive, royalty-free, worldwide license to use, store, process, and analyze Your Data solely to (a) provide, operate, maintain, secure, and improve the Services, (b) comply with applicable law, and (c) as otherwise described in our Privacy Policy. This license terminates when Your Data is deleted, except for data MDChat is required to retain by law and for de-identified, aggregated data as described below. Nothing here limits your rights under applicable privacy law or our Privacy Policy, including your right to request deletion of your personal information.

8.3 De-identification. MDChat may de-identify Your Data under HIPAA’s de-identification standards (Safe Harbor or Expert Determination) and other applicable law. Once properly de-identified, such data is no longer Protected Health Information or personal information and may be used for lawful purposes including training and improving AI/ML models, outcomes research, market analysis, and product development. MDChat will not attempt to re-identify de-identified data and will contractually prohibit recipients from doing so.

8.4 Clinical trial and research recruitment. MDChat may use your health information to identify you as a potential candidate for clinical trials or research studies and may contact you about ones you may be eligible for; you are under no obligation to participate. Your identifiable health information is shared with a trial sponsor or its recruitment partner only after you provide explicit, standalone authorization for that specific trial, which may be revoked at any time.

9. Generative AI terms

The Services may incorporate generative AI and machine learning, including AI-assisted intake, symptom assessment, and clinical decision support. Where you interact with an AI-powered feature, we clearly disclose that you are interacting with artificial intelligence and not a human clinician. AI-generated outputs are reviewed by qualified healthcare professionals before use in clinical decision-making, and AI does not make autonomous clinical decisions, diagnoses, or treatment recommendations. Any AI use involving Protected Health Information follows HIPAA’s Privacy, Security, and Breach Notification Rules, and we require AI vendors who access PHI to sign Business Associate Agreements. You may not use the Services to train or evaluate your own machine-learning models without our express written permission.

10. Disclaimers

The Services are provided “as is” and “as available” without warranties of any kind, express or implied. MDChat does not warrant that the Services will be uninterrupted, error-free, or secure, and makes no guarantee of any particular clinical outcome, including any amount or rate of weight loss — your condition may not improve and may worsen. MDChat is not responsible for the actions of third-party pharmacies, laboratories, or providers; fulfillment is subject to pharmacy availability and state regulations.

Compounded medications. Some treatments the Medical Group offers may be compounded medications prepared by licensed compounding pharmacies under an individual prescription. Compounded medications are not FDA-approved, and the FDA does not review them for safety, effectiveness, or quality before dispensing. Whether one is appropriate for you is decided solely by your licensed provider, and availability may vary by law, including FDA drug-shortage status.

11. Limitation of liability

To the maximum extent permitted by law, MDChat Inc. and its affiliates, officers, employees, contractors, and licensors will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or data, arising from your use of the Services. MDChat’s total liability for all claims arising from the Services will not exceed the total amount you paid in the 12 months preceding the claim. Nothing here limits liability that cannot be limited under applicable law, and nothing here limits any liability of the Medical Group or its providers for professional medical services.

12. Indemnification

You agree to indemnify, defend, and hold harmless MDChat Inc., its affiliates, and the Medical Group from claims, damages, or expenses (including reasonable attorneys’ fees) arising from your violation of these Terms or your fraud or willful misconduct.

13. Dispute resolution: binding arbitration and class-action waiver

13.1 Agreement to arbitrate. Any dispute, claim, or controversy between you and MDChat arising from or related to these Terms, the Services, or your relationship with MDChat (a “Dispute”) will be resolved exclusively through binding individual arbitration, except as specifically provided otherwise.

13.2 Class-action waiver. You and MDChat each waive the right to a jury trial and to litigate Disputes in court, and each waive the right to file or participate in a class action. Claims may be brought only in your or our individual capacity.

13.3 Administration. Arbitration is administered by JAMS under its Streamlined Arbitration Rules (claims under $250,000) or Comprehensive Arbitration Rules, and, where applicable, the JAMS Consumer Arbitration Minimum Standards. The seat of arbitration is New York. The Federal Arbitration Act (9 U.S.C. §§ 1-16) governs.

13.4 Pre-arbitration notice. Before initiating arbitration, you must send a written Notice of Dispute to legal@mdchat.com including your name, address, email, account information, a description of the dispute, and the relief sought. The parties will engage in good-faith efforts to resolve the dispute for 60 days before arbitration may be commenced.

13.5 Fees. If you initiate arbitration, you will pay no more than the consumer filing fee specified in the JAMS Consumer Arbitration Minimum Standards; MDChat pays all other JAMS filing, case-management, and arbitrator fees.

13.6 Opt-out. You may opt out of this arbitration provision within 30 days of first accepting these Terms by emailing legal@mdchat.com with your name, address, email, phone number, and a clear statement that you wish to opt out.

13.7 Mass arbitration. If 25 or more claimants represented by the same or coordinated counsel submit Notices of Dispute or arbitration demands asserting similar claims, the dispute-resolution process is governed by the JAMS Mass Arbitration Procedures and Guidelines in effect at the time, in addition to the otherwise applicable JAMS rules. Each claimant retains the right to an individual arbitration and an individual award.

13.8 Severability. If any portion of this arbitration provision is held unenforceable, the remaining portions remain in full force.

14. Privacy

For information about how we collect, use, and disclose your information, please review our Privacy Policy, which is incorporated into these Terms by reference.

15. Consumer health data

For residents of Washington, Nevada, and Connecticut, our Consumer Health Data Privacy Policy applies and supplements our Privacy Policy.

16. Changes to these Terms

MDChat may amend these Terms from time to time. For material changes, we will provide advance notice by email and/or in-app notification at least 30 days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the amended Terms; if you do not agree, you must cancel your membership and stop using the Services before the effective date. Changes to the arbitration provision in Section 13 will not apply to any Dispute of which MDChat had notice before the effective date of the change.

17. Governing law

These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws principles. The federal and state courts located in New York County, New York have jurisdiction over any claims not subject to arbitration.

18. Miscellaneous

• Assignment. You may not assign these Terms. MDChat may assign these Terms without restriction.
• Entire agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and MDChat regarding the Services. The Telehealth Consent and the Medical Group’s Notice of Privacy Practices are separate documents governing your clinical care and are agreed to separately.
• Severability. If any provision is held invalid, the remaining provisions remain in full force.
• Survival. Provisions that by their nature should survive termination (arbitration, indemnification, limitations of liability) survive.

19. Contact us

MDChat Inc.
8 The Green, Ste. A, Dover, DE 19901
support@mdchat.com · legal@mdchat.com

20. Notice to patients — Open Payments database

For informational purposes, a link to the federal Centers for Medicare and Medicaid Services (CMS) Open Payments database is provided at openpaymentsdata.cms.gov. The Physician Payments Sunshine Act requires disclosure of payments from drug/device manufacturers to physicians and teaching hospitals.