Youper Terms of Use

Last revised: June 10, 2021

Welcome to Youper! It’s so good to have you here.

These terms and conditions of use (“Terms of Use”) concern the youper.ai website, its subdomains, its pages and features (“Website”) and software mobile application and its features (“App”), as well as those certain products (“Products”) and services (“Services”) provided on, through or in connection to the Website and/or the App.

These Terms of Use are made and entered into by and between you (“you) and Youper, Inc. (“Youper”). You and Youper are sometimes referred to herein each as a “Party” and together as the “Parties.”

Please note, Youper is not a medical group. Any telehealth consults obtained through our Website and/or App are provided by health care providers (“Provider”) contracted or employed by independent medical groups (“Medical Groups”). Your Provider is responsible for providing you with a Notice of Privacy Practices describing its collection and use of your health information, not Youper. If you do not agree to be bound by those terms, you are not authorized to access or use telehealth services through our Website and/or App.

The professional medical services, which are provided by your Provider, and the non-clinical Website or App services, which are provided by Youper, are collectively referred to in this Terms of Use as the “Services”.

The dispute resolution section of this agreement contains a mutual arbitration agreement and class action waiver that requires you and Youper and/or Provider to resolve disputes with each other on an individual basis through final and binding arbitration. By entering into this agreement, you expressly acknowledge that you have read and understood all of the terms of this agreement and have taken time to consider the consequences of this decision.

Accepting and complying with these Terms of Use are conditions to your use of the Website, App, and Services and purchase of Products. By clicking “accept”, you acknowledge that you have read, understood, and accept all terms and conditions contained within these Terms of Use, the Notice of Privacy Practices provided to you by your Provider, and our Privacy Policy. If you do not agree to be bound by these terms, you are not authorized to access or use the Website, App, or Services; and should promptly exit the Website or App.

1. Services

1.01 Youper does not provide medical care or medical advice

The Providers are independent of Youper and are merely using the Website and App as a way to communicate with you. Providers deliver clinical services via the Youper platform to their patients. Any information or advice received from a Provider comes from them alone, and not from Youper. Your interactions with the Providers via the Website and App are not intended to take the place of your relationship with your regular health care practitioners or primary care physician. The Providers, and not Youper, are responsible for the quality and appropriateness of the care they render to you. You acknowledge that your reliance on any Providers or information delivered by the Providers via the Website and App or Service is solely at your own risk and you assume full responsibility for all risks associated herewith. Providers are independently contracted or employed by independent Medical Groups. Providers are not contracted or employed by Youper. Youper does not provide any legal advice or representations in any way regarding any legal issues associated with advice, information, goods, or services offered by a Provider, including but not limited to any compliance obligations or steps necessary to comply with any state or federal laws and regulations.

Neither Youper, nor any of its subsidiaries or affiliates or any third party who may promote the Website and App or Service or provide a link to the Service, shall be liable for any professional advice obtained from a Provider via the Website and App or Service, nor any information obtained on the Website and App. Youper does not recommend or endorse any specific Providers, tests, physicians, medications, products, or procedures. Youper does not make any representations or warranties about the training or skill of any Providers who deliver services via the Website and App or Service. You will be provided with available Providers based solely on the information you submit to the Website and App. You are ultimately responsible for choosing your particular Provider.

The content of the Website and App and the Services, including without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind by Youper. 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 by Youper, or in connection with any communications supported by Youper, is intended to be for general information purposes only and is in no way intended to create a provider-patient relationship as defined by state or federal law. While Youper facilitates your selection of and communications with Providers, Youper does not provide medical services, and the doctor-patient relationship is between you and the Provider you select.

1.02 Not for emergencies

Youper’s Website, App, and Services are not for medical emergencies or urgent situations.
You should not disregard or delay seeking medical advice based on anything that appears or does not appear on the Website and App. IF YOU BELIEVE YOU HAVE AN EMERGENCY, CALL 9-1-1 IMMEDIATELY.

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

1.03 Risks of Telehealth Services

Telehealth involves the delivery of healthcare services using electronic communications, information technology, or other means between a healthcare provider and a patient who are not in the same physical location. While the provision of health care services using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth. Telehealth services are not a substitute for in-person health care in all cases. In order to use the Service, you will be required to review and agree to informed consent regarding the use of telehealth (the “Telehealth Consent”) that will be provided to you by your Providers through the Website and/or App. You agree that Youper is a third-party beneficiary of the Patient Consent and has the right to enforce it against you.

1.04 Not an insurance product

Neither Youper nor Providers are insurers. Neither these Terms nor any incorporated terms or conditions are or shall be deemed a contract for insurance. If you desire any type of health or other insurance, you must purchase such insurance separately.

1.05 Availability of Services

Youper and the Providers operate 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 Website and App 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 Website and App or Services from jurisdictions where content is illegal, or where we do not offer Services, is prohibited.

1.06 Revisions to Terms of Use

Youper may supplement, amend or otherwise modify this Terms of Use at any time. These changes will be posted on this or a similar page of the Website or the App, as applicable, emailed to the email address associated with your User Account (see below for definition) or posted to your User Account (see below for definition), and shall be deemed effective as of their stated effective or modification date. Any use of the Website or App after such changes will be deemed an acceptance of those changes. You agree to review the Terms of Use each time you access the Website and App so that you may be aware of any changes to these Terms of Use.

1.07 Electronic communications

Electronic communications include using the Website, App or Services, or sending emails, messages, and other communications from your desktop or mobile device to us. By opting in to use our Services, you agree that when you use or enter the Website or App, you affirmatively consent to conduct business electronically with Youper and engage in health-oriented activities with health professionals and professional entities affiliated with Youper, and you agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing.

1.08 Consent to receive calls and text messages and video recordings

By providing your mobile number, you are agreeing to be contacted by or on behalf of Youper or your Provider at the mobile number you have provided, including calls and text messages, to receive informational, Product or Service-related (e.g., progress tracking, reminders, automated calls, etc.) messages and communications relating to the Website, App and Services. Message and data rates may apply. To stop receiving text messages text the word STOP to the said text message. We may confirm your opt-out by text message. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the Service that most recently sent you a message or respond to your STOP message by texting you a request to identify Services you wish to stop. Please note, that by withdrawing your consent, some Website and App features and certain Services may no longer be available to you. Keep in mind that if you stop receiving text messages from us you may not receive important and helpful information and reminders about the Services. Youper or your Provider may record (audio and video) all or part of your interaction with us or them (“Recordings”). Such Recordings are used for quality assurance purposes, to better deliver to you the Products and Services, and to help Youper improve the Website and App. Youper will keep such Recordings confidential, and we will not publicly display such Recordings unless legally required to do so, such as if subject to a court order. By accessing and using the Website and App, you agree and consent to such Recordings for the purposes and uses set forth in these Terms of Use and as otherwise set forth in the Privacy Policy.

1.09 No users under 18 years old

The Website and the App are offered only to users eighteen (18) years of age or older and who have accepted this Terms of Use. By visiting, accessing, registering with or using the Website or the App, or by purchasing or using any Products or Services through the Website or the App, you represent and warrant to Youper that you meet these eligibility requirements. If you are under the age of 18, please do not attempt to register with us at this Website and App or provide any personal information about yourself to us. If we learn that we have collected personal information from someone under the age of 18, we will promptly delete that information. If you believe we have collected personal information from someone under the age of 18, please contact us at [email protected]

1.10 Accuracy of information

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

1.11 Compliance with law

For visiting, accessing, registering with, and using the Website and the App and for purchasing any Products or Services through the Website or the App, you agree to comply with all applicable laws for and you may only use them for lawful purposes.

1.12 Your device

You are responsible for obtaining and maintaining your device, software, operating system, carrier, and network access necessary to properly access and use Youper’s Services. Youper does not guarantee that the Website, the App, or any portions thereof will function on or in connection with any particular device, software, operating system, carrier, or network. You hereby acknowledge and agree that information about your use of Youper’s Services through your device may be sent to Youper and/or certain third parties, as deemed necessary to provide the Services. All rate and data fees of your device’s carrier apply. Youper is in no way responsible for your carrier rates and data fees, where applicable.

Youper will have no liability for errors, unreliable operation, or other issues resulting from use of the Website and App on or in connection with rooted or jailbroken devices or use on any mobile device that is not in conformance with the manufacturer’s original specifications, including, but not limited to, use of modified versions of the operating system.

1.13 No liability for select third parties

Your wireless carrier, the manufacturer and retailer of your mobile device, the developer of the operating system for your mobile device, the operator of any application store, marketplace, or similar service through which you obtain the Website and/or App, and their respective affiliates, suppliers, and licensors (collectively, the “Select Third Parties”) are not parties to these Terms of Use and they do not own and are not responsible for the Website or App. Youper, and not any Select Third Parties, is responsible for addressing any claims raised by you or any third party regarding the Website and App or your use or possession thereof, including, but not limited to, claims related to product liability, legal, or regulatory requirements, and consumer protection or similar legislation. You are responsible for complying with all application store and other applicable Select Third Parties’ terms and conditions. You agree: (a) the Select Third Parties disclaim all warranties, express and implied, with respect to the website and app, including, but not limited to, the implied warranties of non-infringement, title, merchantability, quiet enjoyment, quality of information, and fitness for a particular purpose; (b) in no event will the Select Third Parties be liable to you or any third party for any direct, indirect, punitive, exemplary, incidental, special, or consequential damages (whether in contract, tort, negligence, or otherwise) arising out of this agreement or the website or app, even if they have been advised of the possibility of such damages or losses; and (c) in any event, the maximum liability of any select third party for all claims (whether in contract, tort, negligence, or otherwise) of every kind will in not exceed three dollars ($3.00); and (d) you waive any and all claims, now known or later discovered, that you may have against the select third parties arising out of the website or app and these terms of use. the third parties are intended third-party beneficiaries of these terms of use and are capable of directly enforcing its terms. nothing contained in these terms of use will be construed as modifying or amending any agreements or other terms between you and the select third parties with regard to their subject matter. In the event of any claim that the Website or App or your possession and use of the Website or App infringes a third party’s intellectual property rights, the Select Third Parties are not responsible for the investigation, defense, settlement, or discharge of the infringement claim.

1.14 Intellectual property

Youper, as applicable, retain all right, title, and interest in and to the Website and App, the Services and any information, products, documentation, software, or other materials on the Website and App, and any patent, copyright, trade secret, trademark, service mark, or other intellectual property, or proprietary right in any of the foregoing, with the exception of your electronic medical record. The information available through the Website and App and the Services is the property of Youper, 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 Youper trademarks, service marks, and logos are strictly prohibited without the prior written permission of Youper, as applicable. The immediately foregoing sentence also applies to any third-party trademarks, service marks, and logos posted on the Website and App. Nothing contained on the Website or App 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 Website and App without the written grant thereof by Youper or the third party owner of such trademarks, service marks, or logos. The Website and App may contain other proprietary notices and copyright information, the terms of which you agree to follow. Youper 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.

1.15 Website and App license

Subject to this Terms of Use, and any associated payment and registration obligations as imposed by or with the prior consent of Youper, Youper grants you a limited, non-exclusive, personal, freely revocable, non-transferable, and non-sublicensable license to access and view the various publicly displayed pages of the Website, and to view the information and content found thereon. If you have a User Account (defined below) in good standing, then said license shall extend to the subscription-only pages of the Website and/or subscription-only App features. All rights not expressly granted to you in these Terms of Use are reserved and retained by Youper or its licensors, suppliers, publishers, rightsholders, or other content providers. Neither the Website, the App and Services, nor any part of the Website, the App and Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Youper. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Youper without express written consent. You may not use any meta tags or any other “hidden text” utilizing Youper’s name or trademarks without the express written consent of Youper. The content of the Website and App, including without limitation the files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through this Website and App may not be copied, distributed, modified, reproduced, published, or used, in whole or in part, except for purposes authorized or approved in writing by Youper. You may not frame or utilize framing techniques to enclose, or deep linking to, any name, trademarks, service marks, logo, content, or other proprietary information (including, without limitation, images, text, page layout, or form) of Youper without our express written consent. Should there be unauthorized use of the Website or the App as determined by Youper or any breach by you of this Terms of Use, the license granted will be automatically terminated.

1.16 User materials license

All names, photographs, information, communications, and any other content that you submit to or publish on or through the Website or the App, or that you submit to or publish on an online social media account (e.g., Facebook, Twitter, Instagram) that you own and link or otherwise associate with the Website, the App or your User Account (defined below), including any medical information you provide via the Website or the App, if any and as applicable, is hereinafter defined as the “User Materials” you agree not to provide any User Materials that (a) is false, inaccurate, 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. You represent and warrant to Youper that you have the legal right and authorization to provide all User Materials to Youper for use as set forth herein and required by Youper and your Provider. Youper may de-identify your information such that it is no longer considered protected health information or personally identifiable information. Youper may disclose, aggregate, sell or otherwise use such de-identified information to third parties for analytics, research, or other purposes.

1.17 Disclaimer of Warranties

Youper does not warrant that access to or use of the Website and App will be uninterrupted or error-free or that defects in the Website and App will be corrected. You expressly agree that use of the Website or App is at your sole risk. The Website and App, including any content or information contained within it or any service, are presented “as is” and “as available,” 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. Youper does not warrant the accuracy, completeness, or timeliness of the information obtained through the website or app. You assume total responsibility and risk for your use of this Website, the App, and Services. Youper 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 backup and security. Warranties relating to products or services offered, sold, and distributed by Youper are subject to separate warranty terms and conditions, if any, provided by Youper or third parties with or in connection with the applicable Products or Services. Youper does not guarantee that through the use of our services any prescriptions will be written for you. Your Provider may 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 Website or App may result in undesirable or unexpected consequences. Youper 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 Website or App, 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.

1.18 Termination or suspension of Service

Youper has the right to suspend or terminate the function or existence of all or any part of the Website, the App, and/or your User Account at any time, and without notice or recourse, as deemed advisable. Youper shall not be liable to you or any third party(s) for any loss or damage that is caused by or arises from or in connection with any such suspensions or terminations. We are not responsible for transmission errors, corruption, or compromise of information carried over local or interchange telecommunications carrier. We are not responsible for maintaining information arising from use of the Website and App or with respect to the Services. We reserve the right to maintain, delete, or destroy all communications or information posted or uploaded to the Website and App or the Services in accordance with our internal record retention or destruction policies.

1.19 Youper Healthcare Pages

Certain pages within the Website and App contain healthcare-related information, herein collectively referred to as the “Youper Healthcare Pages.” Youper Healthcare Pages are provided and operated by Youper as a service to Providers. All communications, statements, materials, and transactions published or conducted on, through, or in relation to the Youper Healthcare Pages are those of Providers and not Youper. Youper is not a party to or responsible for any such communications, statements, materials, transactions, products, or services; rather it is merely an intermediary.

1.20 Export Compliance

You further agree to comply with U.S. export laws concerning the transmission of technical data and regulated materials via the Internet. You agree to indemnify and hold Youper and its affiliates harmless for any and all acts found or suspected to be in violation hereof. You shall indemnify and hold Youper and its affiliates harmless against and from losses, damages, costs, and reasonable attorney fees incurred in defending or resolving any suits brought against Youper or any of its affiliates by anyone arising out of any alleged violation of any anti-spamming rules, regulations, laws, statutes. Your User Account will be terminated for any of the above infractions.

2. User Account

2.01 Account Creation

To access and use the App and certain Website pages, you must create a personal user account (“User Account”) with Youper through the Website or the App, as well as further acknowledge your acceptance of and agreement to this Terms of Use and those additional terms, conditions and policies referenced herein, as Youper may require from time-to-time. You may be required to satisfy certain conditions precedent imposed by Youper, including, for example, providing additional information to Youper, and entering into additional agreements with Youper.

Youper and/or your Provider may request further information from you and you agree to provide such further information to ensure that you have not fraudulently created your User Account. If you do not provide this information in the manner requested within 14 days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of the Website, App, and the Services until you provide the information to us as requested.

2.02 User Account activity and responsibility

You agree to fully, accurately, and truthfully create your User Account, including but not limited to your name, phone number, email address, and password, which become your Youper ID and credentials. The Youper ID or credentials are personal to you, and you are solely responsible for maintaining the confidentiality of your Youper ID or credentials, and you are responsible for all activity that occurs under your User Account. You may only have one User Account. A User Account is not transferable between individuals. You may not allow another individual or third party to access, use, or modify your User Account. You are responsible for maintaining the security of your User Account by way of keeping your login credentials secret to only yourself. You are also responsible for maintaining the completeness and accuracy of the contents of your User Account as this information is used by your Provider to deliver appropriate medical care. Please contact [email protected] if you suspect that another individual or third party has gained access to your User Account.

3. Membership Services

3.01 Membership

To access and use the features of the App, membership Website pages, and receive the Services, you must be a member of Youper’s paid Services (“Membership”). As a Member, you hereby agree to abide by Youper’s policies and applicable laws. Any breach of such policies or these Terms may result in the cancellation of your Membership.

3.02 Membership fees

With the exception of any free trial periods, Youper will charge you a recurring membership fee in exchange for your right to access and use the membership pages of the Website, the features of the App, or the Services in accordance with these Terms of Use. By accepting the terms and conditions of this Terms of Use, you understand and acknowledge that Youper reserves the right, but not the obligation, to increase its Membership Fee rate amounts at any time and as Youper sees fit in its sole discretion.

3.03 Discounts

Youper may periodically offer discounts to its Membership Services in the form of free trial periods or discounted Membership Fees. Upon the expiration of any such discount, you further agree to the terms and conditions of this Terms of Use and pay the applicable Membership Fees in order to continue to receive Youper’s paid Services.

3.04 Free offers

Youper may offer, in its sole discretion, but without no obligation, some App features, access to pages of the Website, and Services free of charge. Upon the expiration of any such free offer, you further agree to the terms and conditions of this Terms of Use and pay the applicable Membership Fees in order to continue to receive Youper’s paid Services.

3.05 Automatic renewals

Your Membership will automatically renew on a monthly basis at the end of an existing subscription period. Youper will bill you for the subsequent membership period on a monthly basis. You are responsible for paying for this. Should you cancel your Membership (see below) before the end of the current billing cycle, then access to the Membership Services will be removed, but you will continue to have access to the membership pages as they may contain personal health information.

3.06 Cancellations

You can cancel your subscription at any point to stop any future payments. To avoid being charged again at your renewal date (or at the end of your free trial period), be sure to cancel your Membership or trial at least 24 hours beforehand following the instructions below:

To cancel your Youper subscription from your iOS device (iPhone or iPad):

From your phone home screen click on Settings.
Click on Apple ID at the top of the page.
Click on Subscriptions.
Choose your preferred subscription level, or select Cancel Subscription. You may be asked to confirm your selection. (If it says “Select an option to resubscribe,” you’re already unsubscribed from your subscription.)
After making your changes, press Done.

To cancel your Apple-billed Youper subscription from the computer:

Open the App Store app.
Click your Apple ID at the bottom of the sidebar. (If you’re not already signed in to your Apple ID, you’ll be prompted to log in now).
Click View Information. You might be asked to sign in with your Apple ID.
On the Account Information page, scroll to the Manage section. Then click Manage (next to Subscriptions.)
Choose your preferred subscription level, or select Cancel Subscription. You may be asked to confirm your selection. (If it says “Select an option to resubscribe,” you’re already unsubscribed from your subscription.)

If you have any trouble completing these steps, visit the Apple website for further help, as Youper cannot manage these subscriptions for you.

Instructions for Google Play Store cancellations:

Go to play.google.com/store/account/subscriptions.
Under Subscriptions find Youper.
Click Cancel Subscription then follow the prompts to confirm the cancellation.

If you have any further problems, please contact us at [email protected]

4. Payments

4.01 Third-party payment processing vendor

All credit card, debit card, and other monetary transactions on or through the Website and the App occur through an online payment processing application that is provided by a third-party vendor(s). This information is accessible through the Website and the App. Such arrangements are contractual in nature and are not under the direct control of Youper.

4.02 Payment authorization and obligations

By providing Youper with your payment information, you hereby authorize, but under no obligation, Youper to share your payment information with the third-party payment processing vendor(s) and obtain your updated payment information from your payment issuer, the third-party payment processing vendor(s), and/or applicable third-party providers. You agree that you are responsible for all amounts that accrue under your account(s) with Youper, the third-party payment processing vendor(s), and/or other third parties on or through the Website and the App. This includes, but is not limited to, your subscription fees, unpaid invoices, overdraft charges, penalty fees, as well as payment validation fees (which consists of a temporary hold of $0.01 when updating payment information in order to facilitate the transaction and verify the validity of your payment method).

4.03 Refusal of Products and Services on fraud

Youper has the right to refuse its Products and Services (including, without limitation, the Website, the Apps, and any Products and Services offered by Youper) on suspicion of fraudulent or illegal activity associated with your User Account. This includes, but is not limited to, stolen payment information or falsified medical information resulting in a prescription and subsequent medication by a Provider.

4.04 Waiver of claims and unauthorized payments

You agree to waive all claims against Youper related to any unauthorized payments made on or through your account(s) with Youper, Youper’s’ third-party payment processing vendor(s), or any other third parties and/or any other person or entity, regardless of whether such payments are authorized or unauthorized. However, you may submit a claim of the unauthorized payment to Youper so that Youper can conduct a reasonable investigation as it sees fit under the circumstances. If appropriate, Youper will assist in correcting the alleged unauthorized payment, provided that such claim (“Unauthorized Payment Claim”) is received by Youper within thirty (30) days of the subject charge or payment.

4.05 Warranty of payment information

You represent and warrant to Youper that (a) any provided payment information to Youper is true, complete, and accurate, (b) charges incurred by you will be honored by your credit/debit card company or bank, (c) you will pay the charges incurred by you in the amounts posted, including, without limitation, any applicable taxes, 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 Youper 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, Youper 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 Youper with the payment method company, provided the transactions correspond to the terms indicated in these Terms of Use. You will promptly notify Youper if your payment information has changed (e.g. a change in address or expiration date), if your payment method has been canceled, or if you become aware of a breach of security.

4.05 Refunds

Except as required by applicable law, there are no refunds regardless of whether Services were utilized (including, but not limited to, Provider visits and medication delivery). All orders are final once shipped. When the package is dispensed by the pharmacy, the order cannot be returned or refunded. Federal law prohibits pharmacies from accepting returns or exchanges on prescriptions, to protect the integrity of the medication and the health of the patient. If you think you’ve received the wrong medication, have received an order in error, or have any other questions, please contact us at [email protected]

4.06 Health insurance

To the extent, you have health insurance, and the Services are eligible for such insurance, you hereby authorize Youper to collect payment and charge your credit card for copayments, coinsurance, and amounts resulting from your insurance deductible plus any amounts not covered by your insurance. You hereby authorize all such charges to be charged at once in a single charge.

5. Prescription policy

Certain Products available through the Website and App require a valid prescription by a licensed healthcare provider. You will not be able to obtain a prescription Product unless you have completed a consultation with one of the Providers through the Website or App, the Provider has determined the prescription Product is appropriate for you and the Provider has written a prescription.

If a Provider determines a prescription Product is appropriate for you and writes a prescription, you may fill it through a pharmacy we have contracted with (“Pharmacies”) by using the Website or App, or you may fill the prescription at any pharmacy of your choice as prompted during your use of the Service or emailing [email protected] Prescriptions fulfilled by the Pharmacies do not use child-resistant packaging and prescription Products will not be dispensed in child-resistant containers.

If you complete a consultation with a Provider and fill a prescription through one of the Pharmacies, the prescription Product will be shipped to you by the applicable Pharmacy.

Youper does not 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. Providers may not prescribe DEA controlled substances or scheduled medications, or certain other drugs which may be harmful because of their potential for abuse. Providers reserve the right to deny care for actual or potential misuse of the Services.

You agree that any prescriptions that you acquire from 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 a physician or pharmacist if you have any questions regarding the prescription. Youper and your Provider fully honor patient freedom of choice and, if you receive a prescription for a medication, you always have the option to instruct your Provider to transmit that prescription to the pharmacy of your choice. Otherwise, you hereby consent to Youper using one of the Pharmacies.

During your use of the Service, you hereby consent to (a) the medication (including refills) prescribed by a Provider, (b) the price of said medication (including refills), and (c) to the extent it’s not available in your Membership, payment for the said medication (including refills).

6. Terms of service addition for pharmacy relationship

6.01 Agreement to contract pharmacy relationship

You have a right to select any pharmacy of your choice to fill prescriptions obtained through our service.

6.02 Authorization to fill your prescription order

For prescriptions you will choose to have filled through our service and the medication is covered by your Membership, our pharmacy partners (Pharmacy) including but not limited to Honeybee Health or one of its affiliates will bill the fee for your prescription to Youper.

The Pharmacy or one of its affiliates will bill Youper as applicable, however, you are ultimately liable for any fees and costs not covered or paid by Youper. You have the option of paying the pharmacy cash if your medication or order is not included in your Membership.

6.03 Patient responsibility

You understand and agree that you are financially responsible for all charges for any and all services rendered.

By agreeing to these terms of service, you are attesting that the information above has been communicated with you, you had the opportunity to ask questions, you had the opportunity to have your prescriptions transferred to another pharmacy in lieu of agreeing to have Honeybee Health fulfill the prescription, and you have the opportunity to transfer your prescriptions to another pharmacy at any point in the future regardless of your agreement to the terms of service.

7. Communications

7.01 Express consent

Youper is committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM ACT”) and the Telephone Consumer Protection Act (“TCPA”). You hereby expressly consent to receive text messages from us as set forth under the Section above, “Consent to Receive Calls and Text Messages and Video Recordings”. By giving such consent, you agree that no such communication shall violate the Telephone Consumer Protection Act, the CAN-SPAM Act, or any other applicable laws, rules, or regulations. Voice, SMS, and data fees apply. However, granting of this consent is not a condition for receiving Services from Youper. Emails, newsletters, and text messages received from us are intended to fully comply with the CAN-SPAM ACT and the TCPA. In the event you receive an email or text message from us which you do not believe is fully compliant with the CAN-SPAM ACT or the TCPA, please contact us immediately at the address listed below under the section “Contact Us” below.

7.02 Communication opt-out

You may opt-out of receiving any of the above as described at any time by going through your User Account. Opting out may impact your receipt, the success, and/or the performance of Youper’s paid Membership Services.

7.03 Prohibited activities

You are prohibited from violating or attempting to violate the security of the Website or the App, including, without limitation: (a) the impersonation of any person or entity; (b) any act that infringes or otherwise violates the intellectual property, privacy or publicity rights of any person or entity (including, without limitation, the copyrights, trademarks, patents, and trade secrets held by Youper or its licensors with respect to the Website or the App; (c) the reproduction or publication of the Website, the App or any data or content found thereon or therein, in whole or in part, or the creation of any derivatives works of the foregoing (unless expressly authorized by Youper herein); (d) the use of any software, program, process, device, application or routine (e.g. robots, scrapers, spiders, viruses, spyware, and malware) to monitor, copy, disrupt, damage, injure, decrypt, interfere with the Website, the App, any servers which may host the Website or the App; (e) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access.You further agree not to: (i) access the Website and App or use the Services in any unlawful way or for any unlawful purpose; (ii) post or transmit (1) a message under a false name, or (2) any data, materials, content, or information (including, without limitation, advice, and recommendations) (collectively “Information”) which is (A) libelous, defamatory, obscene, fraudulent, false, or (B) contains or promotes any virus, worm, Trojan horse, time bomb, malware, or other computer programing or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Website, the App or the Services, personal information, software, equipment, servers, or Information or facilitate or promote hacking or similar conduct; (iii) impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity; (iv) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Website, the App or the Services; (v) use robots or scripts with the Website or App; (vi) attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code, information on, or received by this Website or App; (vii) to have any antivirus or antispyware software running that is set to override the internet browser’s cookies setting; (viii) incorrectly identify the sender of any message transmitted to Youper; (ix) alter the attribution or origin of electronic mail, messages, or posting; (x) harvest or collect personal health information about any other individual who uses the Website, the App or the Services; and (xi) infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including but not limited to, such rights of third parties.

You agree to defend, indemnify, and hold harmless Youper, and the Providers from and against all third party claims, damages, and expenses (including, but not limited to, reasonable attorneys’ fees) against or incurred by us arising out of any User Materials you upload to or transmit through the Website and App or any breach of this Section. Violations of system or network security may result in civil or criminal liability. Youper may investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

You represent, warrant, and covenant to Youper that: (i) you are a natural person and of eighteen (18) years of age or older, or otherwise the age of majority in your jurisdiction, (ii) you have read and understood this Terms of Use in its entirety, (iii) you have the full right and authority to enter into and abide by the terms and conditions of this Terms of Use, (iv) you understand and acknowledge that by accepting this Terms of Use you are giving up certain legal rights and remedies, (v) you voluntarily accept and agree to, and will fully comply with, the terms and conditions of this Terms of Use, and (vi) you will not violate any applicable international, federal, state or local laws which may concern the Website, the App, any servers which may host the Website or the App or any information, communications or content found on or through them.

8. Authorization for the use or disclosure of health information

Completion of this document authorizes the use and disclosure of health information about you (“Authorization”).

By clicking or opting in, you hereby authorize the disclosure to and from Youper, Providers, and Pharmacies of all health information pertaining to your medical history, mental and/or physical condition, and treatment received, including demographic information, financial information (including but not limited to payment card information), and health plan benefits billing information for purposes of your care. This disclosure will include your mental health information, to the extent applicable.

Pursuant to this Authorization, your health information may be disclosed so that Providers may provide treatment and services to you. Disclosure (for example, to a pharmacy) may also be made for the purposes of prescription fulfillment, related billing, and all activities related to such purposes.

This Authorization is valid for five (5) years from the date hereof, or for the duration permitted under applicable state law, whichever is earlier.

You understand that, except to the extent that a lawful holder of your information has acted in reliance on this Authorization, you have the right to revoke this Authorization, in writing, at any time by sending such written notification to the entity disclosing your information.

You understand that information used or disclosed pursuant to this Authorization may be subject to redisclosure by the recipient of such information and may no longer be protected by Federal or State law. Neither the entity disclosing your information nor your Provider will condition your treatment on whether you provide authorization for the requested use or disclosure except as otherwise permitted by law.

You understand that you have the right to: inspect or copy the information to be used or disclosed as permitted under Federal or State law; refuse to authorize this Authorization; and receive a copy of this Authorization. You have read the above information and authorize the disclosure of your information for the purpose described herein.

By clicking or opting in, you acknowledge that you have read and agree to the terms of this Authorization.

9. Disclaimers

Your use of the Website and the App is done at your own risk. The Website, the App, the success or performance of the Website or the App and all information, communications, content, features, Products and Services offered, sold and/or licensed on or through the Website and/or the App are provided to you on an “as is,” “where is,” “as available,” and “with all faults” basis.

All descriptions, images, references, features, content, specifications, products, and prices of any Products or Services offered by Youper (or possibly your Provider) on or through the Website or the App are subject to change at any time and without notice to you. Any medical products are provided subject to all warnings, limitations, and restrictions published or provided by the manufacturer thereof.

9.01 Force majeure

You understand and acknowledge that the Website and/or the App may be subject to limitations, delays and other problems inherent in the use of third-party communication networks and facilities that are outside of Youper’s (or possibly Providers’) control, and thus Youper (or possibly Providers’) will not be responsible for any delays, failures, or damages associated with the Website and the App which result from any system delays, downtimes, interruptions or other failures of or problems with the Website and/or the App which are outside of Youper’s (or possibly Providers’) control. 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, epidemic, pandemic, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, or other disasters.

9.02 Limitation of liability

Youper shall not be liable for the acts or omissions of Providers. Youper and any third parties mentioned and any of Youper’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors or licensees are neither responsible nor liable for any direct, indirect, incidental, consequential, exemplary, punitive or special damages (including, without limitation, legal costs, attorney fees, lost profits, replacement costs or repair costs) whatsoever (including, without limitation, those resulting from lost profits, lost data, or business interruption) caused by or arising from or in connection in any way to the Website and App, Services, content or information contained within the Website and App, 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 website and app, or services is to stop using the Website, App or those Services. To the extent any aspects of the foregoing limitations of liability are not enforceable, the maximum liability of Youper to you with respect to your use of this website and app is $300 (three 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. The disclaimers and limitations set forth are not intended to limit liability or alter your rights as a consumer that cannot be limited or altered under applicable law.

9.03 Release

You hereby release and hold harmless Youper and Youper’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, and licensees from and against all claims that you have or may have against them for infringement, violation of the rights of privacy or publicity, defamation, disparagement, personal injury, property damage, negligence and/or any other legal theory arising from or in connection with the Website, the App, the Products or Services offered or provided on or through the Website and/or the App and/or the rights and privileges granted or conveyed by you under this Terms of Use (including, without limitation, those rights and privileges relating to the User Materials and/or any elements, derivatives or marketing of the foregoing).

9.04 Indemnification

You agree to indemnify, defend, and hold harmless Youper and any affiliates and its and their officers, directors, employees, agents, subsidiaries, affiliates, licensors, and suppliers, harmless from and against any claim, actions, demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees (“Claims”), resulting from, or alleged to result from, (i) your violation of these Terms of Use or Privacy Policy, (ii) your use or misuse of the Website, the App, Products, Services or any information posted on the Website and App; (iii) the content or subject matter of any information you provide to Youper or any Provider or customer service agent; or (iv) any negligent or wrongful act or omission by you in your use or misuse of the Website, the App, Products, Services, or any information on the Website and App, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct.

10. General

10.01 Notice

Unless otherwise expressly stated in this Terms of Use, Youper may give or deliver all other notices to you by means of a general notice posted on this or a similar page of the Website or the App, as applicable, by email to the email address associated with your User Account or by posting to your User Account, and shall be deemed effective as of their stated effective dates.

10.02 Severability

In the event that any of the Terms of Use are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect. These Terms of Use constitute the entire agreement between Youper and you pertaining to the subject matter hereof.

10.03 Assignment

You may not assign, transfer, or delegate the Terms of Use or any part thereof without Youper’s prior written consent. Youper 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.

10.04 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, Youper, and its affiliates. Nothing in the Terms of Use is intended to relieve or discharge the obligation or liability of any third persons to you, Youper, and its affiliates, nor shall any provision give any third parties any right of subrogation or action against you, Youper, and its affiliates.

10.05 Copyright/Trademark information

All trademarks, logos, and service marks (“Marks”) displayed on the Website and App are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third parties which may own the Marks.

10.06 Dispute resolution

We will try to work in good faith to resolve any issue you have with the Website or App, including without limitation, Products and Services ordered or purchased through the Website or App, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer’s satisfaction. You and Youper 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 Website and/or App, including without limitation, Products and Services ordered or purchased through the Website and/or App, shall be determined in accordance with the laws of the State of California, without consideration of any choice of law or conflict of law principles. You and Youper mutually agree to waive our respective rights to resolution of disputes in a court of law by a judge or jury and agree to resolve any claim or dispute against each other on an individual basis in arbitration. This will prohibit you from bringing any class, collective, or consolidated action against Youper, and will also prohibit you from participating in or recovering relief under any current or future such actions brought against Youper by someone else. Arbitration is more informal than a lawsuit in court: there is no judge or jury in arbitration; discovery in arbitration may be more limited than discovery in litigation; and court review of an arbitration award is limited. This agreement to arbitrate (“Arbitration Agreement”) also applies to claims between you and any Providers, and such Providers will be considered intended third-party beneficiaries of this Arbitration Agreement.

You and Youper agree that any dispute, claim, or controversy, whether based on past, present or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof); the Website and/or App; any content currently or previously available on or through the Website and/or App; any Products or Services; your relationship with Youper; your user data; the threatened or actual suspension, deactivation, or termination of your Account or this Agreement; payments made by you or any payments made or allegedly owed to you; any promotions, benefits, or other offers; and any other federal and state statutory and common law claims (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction (which shall be exclusively in the state or federal courts located in San Francisco, CA) to prevent the actual or threatened infringement, misappropriation or violation of a party’s data or copyrights, trademarks, trade secrets, patents or other intellectual property rights. All disputes concerning the arbitrability of a Dispute (including disputes about the scope, applicability, enforceability, legality, revocability, or validity of the Arbitration Agreement) will be decided by the arbitrator, except as expressly provided herein.

You understand, acknowledge, and agree that you and Youper are each waiving the right to sue in court or have a jury trial for any and all disputes, except as expressly otherwise provided in this arbitration agreement.

You acknowledge and agree that you and Youper are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class, collective, or consolidated proceeding. Further, unless you and Youper 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, collective, consolidated or representative proceeding.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879 or any subsequent applicable telephone number. The Federal Arbitration Act (“FAA”) will govern the interpretation and enforcement of this Arbitration Agreement. It is your and Youper’s intent that the FAA and AAA Rules will preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue will be resolved under the laws of the State of California. This Agreement governs to the extent it conflicts with the AAA Rules or FAA.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The AAA provides a form Demand for Arbitration and a separate form for California residents at adr.org. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Unless you and Youper otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Youper submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The prevailing party in arbitration will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules.

11. Contact Us

Please direct any questions you may have about the Website, the App, or this Terms of Use to [email protected] or by mail to:

Youper, Inc.,
Attn.: Terms
548 Market St
PMB 54448
San Francisco, California
94104-5401

The foregoing contact information may change from time to time by supplementation, amendment, or modification of this Terms of Use.

The Select Third Parties, as defined above, are not responsible for providing support for the application portions of the Website and App and may not be contacted for support.