Nue Life Membership Terms of Service

Last updated: June 5, 2023

This Agreement sets forth the terms of your membership in the Nue Life Membership Programs (“Nue Life Membership”) with ReviveMD305, LLC d/b/a Nue Life Services (“Nue Life”, “we”, “us”, or “our”), including the Nue Life website located at www.nue.life, the Nue Life mobile applications, membership services that include personalized healthcare, integration therapy, and health coaching (collectively, the “Services”), some of which Services may be facilitated through the of access of telehealth. Please read these Terms carefully before using the Services. By accessing or using the Services you agree to be bound by these Terms. Please refer to our Privacy Policy to learn about our privacy practices with respect to your personal information.

INITIAL NOTICES:

YOU AGREE THAT DISPUTES BETWEEN YOU AND NUE LIFE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNLESS YOU OPT-OUT IN ACCORDANCE WITH THE DISPUTE RESOLUTION PROCESS DESCRIBED IN SECTION 8 BELOW. UNLESS YOU OPT-OUT OF ARBITRATION, YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. IF YOU WISH TO OPT OUT OF ARBITRATION, FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN SECTION 8.

1. Nue Life Membership Options and Membership Fees.

The terms of your Nue Life Membership can be found on Nue Life’s website at https://about.nue.life/terms-conditions/. Your Nue Life Membership may change from time to time, and you will receive at least thirty (30) days’ advance notice of such changes. However, you are entitled to the full scope of your Nue Life Membership as it existed as of the effective date of your current term for the duration of such term. For any subsequent renewal term, you may accept the revised Nue Life Membership changes (which may include changes in the Nue Life Membership fee) or reject such changes and terminate your Nue Life Membership. Any current term and renewal term together are herein referred to as your “Membership Term”. You agree to pay your Nue Life Membership fee in a single sum each month. Once paid, your Nue Life Membership fee is non-refundable.

2. No Emergency Care; Certain Services and Items Excluded.

If you have an emergency, you must dial 911. Nue Life does not have the capability or expertise to address emergencies. 3. No Insurance Accepted; Self-Payment Only. The Nue Life Membership is a direct health care service; it is not health insurance and is not covered by commercial payors or government health care programs. You are solely responsible for payment of all fees for your Nue Life Membership. If you do have health insurance, your insurance policy is a contract between you and your insurance company. It is your responsibility to know your benefits, and how they will apply to your benefit payments. Nue Life does not take any responsibility to understand or be bound by the terms and conditions of such insurance. There is no guarantee your insurance company will make any payment to you to reimburse some or all of the cost of the services you have purchased through your Nue Life Membership.

3. Subscription Billing, Term and Termination.

You Nue Life Membership subscription fee is a monthly fee (“Subscription Fee”) that will be automatically renewed into the subscription every month. At each one (1) month renewal, your default Services will reset and any unused Services will expire. Al la carte Services are not included in the Subscription Fee and will not expire. Your Nue Life Membership subscription will start from the day of your initial purchase. For illustration purposes, if you sign up for the Services on January 8, 2023, your subscription will begin on January 8, 2023 - including all Services associated with the subscription and payment obligations associated with the subscription, including the Subscription Fee. The unused services will expire at the end of the day on Feb 7, 2023 and your subscription will renew automatically on February 8, 2023.

In order to participate in the Nue Life Membership, your Subscription Fee will be charged to your credit card on a recurring monthly basis. You hereby agree to allow Nue Life to securely store your credit / debit card information (the “Payment Method”). You authorize the Payment Method to be used automatically for your payment responsibilities to Nue Life. If a credit card account is being used for a transaction, Nue Life may obtain preapproval for an amount up to the amount of the payment. If you want to designate a different payment method or if there is a change in your Payment Method information, you can change the information through the app. You represent and warrant that: (1) any credit / debit card information you supply is true, correct and complete; (2) charges you incur will be honored by your credit/debit card company; (3) you will pay the charges incurred in the amounts posted, including any applicable taxes; and (4) you are the person in whose name the credit / debit card was issued and are authorized to make a purchase or other transaction with the relevant credit / debit card and information. You agree and authorize the Payment Method to be billed automatically in accordance with the Nue Life Membership fee schedule for the duration of your Membership Term. Your Subscription Fee for the Nue Life Membership is transparent to you when you enroll in or modify your Nue Life Membership.

If Nue Life is unable to secure funds from your debit / credit card(s) for any reason, including, but not limited to, insufficient funds in the debit / credit card or insufficient or inaccurate information provided by you when submitting electronic payment, Nue Life may undertake further collection action, including application of fees to the extent permitted by law and/or, where deemed appropriate, suspension of services.

You have the right to revoke this authorization or cancel your subscription any time by contacting your assigned Client Success Guide through the mobile application chat feature. The cancellation will be effective from the last day of the current subscription term. For illustration purposes, if your current subscription term is January 8, 2023 to February 7, 2023 and you cancel a subscription on January 15, 2023, your subscription, including all Services associated with the subscription and payment obligations, would continue through February 7, 2023.

You understand that Nue Life may cancel your Nue Life Membership or, as deemed appropriate, suspend it if you revoke this authorization, and that you will remain responsible for all charges you incur or otherwise owe to Nue Life. This authorization will remain in full force and effect until revoked by you or Nue Life.

4. Electronic Communications.

By providing your email address, you agree to receive electronic communications via email. You may also elect to receive electronic communications via phone or SMS text messaging by completing the Consent to Receive Text Messages attached to this Agreement and incorporated herein by reference.

5. Privacy and Confidentiality.

Nue Life and the Nue Life Provider Network will maintain a record of the services they provide you, and will maintain the confidentiality of your medical information in accordance with applicable state law and federal law.

6. Entire Agreement; Amendment.

This Agreement, including any addenda and schedules hereto, sets forth the entire agreement between the parties with regard to the subject matter hereof, and supersedes all prior or contemporaneous oral or written agreements regarding the same subject matter.

Notwithstanding the foregoing, Nue Life may, upon at least thirty (30) days’ notice to you, unilaterally amend the Subscription Fees and/or amend this Agreement if required by applicable law. Upon receipt of such notice, you may accept these changes or reject them by terminating your Nue Care Membership in accordance with the terms of Section 3 (Termination).

7. Miscellaneous. Governing Law.

This Agreement shall be governed by and construed in accordance with the state laws specified in the applicable State Addendum, or if no addendum is relevant, this Agreement shall be governed by and construed in accordance with the state laws of Delaware.

Venue. The exclusive forum for all disputes arising under or relating to this Agreement shall be in Miami Dade County, Florida, unless such action cannot by law be brought in such forum, in which case the venue required by law shall govern.

Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to that term or any other term of this Agreement.

AGREEMENT TO ARBITRATE. YOU AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF OR THE USE OF THE SERVICES (COLLECTIVELY, “DISPUTE(S)”) WILL BE SETTLED BY BINDING ARBITRATION. This arbitration clause governs all disputes, except that each party retains the right to bring an individual action in small claims court.

Without limiting the foregoing, you may decline the above arbitration provisions and you may retain the right to litigate any other Dispute if you provide us with written notice of your desire to do so, by U.S. mail or express courier to the address contained in the “Notices” section below, within thirty (30) days following the date you first agree to these Terms of Use (such notice, an “Arbitration Opt-out Notice”). If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide us with an Arbitration Opt-out Notice, any other claims, will be the state and federal courts located in Miami-Dade County, Florida and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

UNLESS YOU TIMELY PROVIDE US WITH AN ARBITRATION OPT-OUT NOTICE, YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND WE OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.

Any arbitration occurring pursuant to this section will be administered by the American Health Lawyers Association (“AHLA”) in accordance with the Rules of Procedure for Consumer Arbitration before a single arbitrator with the locale of all hearings requiring physical attendance of the parties to occur in Miami-Dade County, Florida. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any judgment award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

This section will survive any termination of these Terms of Service.

Severability. The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or unenforceability of any other term(s) or provision(s).

Successors. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns, heirs, executors and administrators.

No Assignment. You may not assign your rights, duties and obligations under this Agreement without the prior written consent of Nue Life, whose consent may be withheld for any reason. Any attempt to assign said rights, duties and obligations without the prior written consent of Nue Life will be null and void and of no force or effect. Nue Life may assign this Agreement with thirty (30) days advance written notice to you.

Execution. This Agreement may be executed electronically. The applicable State Addendum shall be incorporated herein. The terms of this Agreement and the State Addendum shall be read in harmony but, in the event of an irreconcilable conflict between the two, the conflicting terms of the State Addendum shall control.

Notices. Any communication required or permitted to be sent under this Agreement shall be in writing and sent via electronic mail (a) to Nue Life at 309 23rd St. Miami Beach, FL 33139; and (b) to you at the email or the address you designate at signature.

By click signing this agreement, I have read, understand, and agree to the terms of this Agreement and the Nue Care Membership.

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NueCo Holdings, P.B.C. is a technology platform that provides services to affiliated independently owned and operated medical practices, and does not own, direct, or control the medical professionals providing the standard of care to their patients.