Terms of Service - Effective 10.21.24

1. Relationship with THRIVE GROUP CORP. LLC

“Thrive” is a product of Thrive Group Corp LLC.(“THRIVE GROUP CORP LLC”). Patient's use of Thrive's products, software, services, and websites (referred to collectively as the “Services” in this document and excluding any services provided to Patient by THRIVE GROUP CORP LLC under a separate written agreement) is subject to the Privacy Policy between Patient and THRIVE GROUP CORP LLC (the “Privacy Policy”) and these Terms of Service. Patient agrees that Patient's use of this website and the THRIVE GROUP CORP LLC platform constitute Patient's acceptance of these Terms of Service.

2. Provision of the Services

2.1. THRIVE GROUP CORP LLC has subsidiaries, affiliated legal entities, and contractors around the world (“Subsidiaries, Affiliates, and Contractors”). Sometimes, these Subsidiaries, Affiliates, and Contractors will be providing the Services to Patient. Patient acknowledges and agrees that Subsidiaries, Affiliates and Contractors will be entitled to provide the Services to Patient.

2.2. THRIVE GROUP CORP LLC is constantly innovating in order to provide the best possible experience for its users. Patient acknowledges and agrees that the form and nature of the Services which THRIVE GROUP CORP LLC provides may change from time to time without prior notice to Patient.

2.3. Patient acknowledges and agrees that while THRIVE GROUP CORP LLC may not currently have set a fixed upper limit on the number of transmissions Patient may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by THRIVE GROUP CORP LLC at any time, at THRIVE GROUP CORP LLC's discretion.

3. Use of the Services by Patient

3.1. In order to access certain Services, Patient may be required to provide information about itself (such as identification or contact details) as part of the registration process for the Service, or as part of Patient's continued use of the Services. Patient agrees that any registration information Patient gives to THRIVE GROUP CORP LLC will always be accurate, correct and up to date.

3.2. Patient agrees to use the Services only for purposes that are permitted by (a) the Terms of the Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

3.3. Patient agrees not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by THRIVE GROUP CORP LLC, unless Patient has been specifically allowed to do so in a separate agreement with THRIVE GROUP CORP LLC. Patient specifically agrees not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that Patient complies with the instructions set out in any robots.txt file present on the Services. Patient agrees that any unauthorized access to the Services by Patient shall result in either 1) termination of Agreement with Patient; or 2) Patient's immediate cessation, at the direction of THRIVE GROUP CORP LLC, of such unauthorized access and Patient's indemnification of THRIVE GROUP CORP LLC for the cost of enforcement.

3.4. Patient agrees that Patient will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

3.5. Unless Patient has been specifically permitted to do so in a separate agreement with THRIVE GROUP CORP LLC, Patient agrees that Patient will not reproduce, duplicate, copy, sell, trade, or resell the Services for any purpose.

3.6. Patient agrees that Patient is solely responsible for (and that THRIVE GROUP CORP LLC has no responsibility to Patient or to any third party for) any breach of Patient's obligations under the Terms of the Agreement and for the consequences (including any loss or damage which THRIVE GROUP CORP LLC may suffer) of any such breach.

3.7. Patient agrees and understands that the Patient's use of the Services is at Patient's sole risk and that the Services are provided “AS IS” and “AS AVAILABLE.”

3.8. Patient agrees and understands that THRIVE GROUP CORP LLC (or its Subsidiaries, Affiliates, and Contractors) do not warrant or represent that: 1) the Patient's use of the Services will meet the Patient's requirements, 2) the Patient's use of the Services will be uninterrupted, timely, secure or free from error, 3) any information obtained by Patient as a result of Patient's use of the Services will be accurate, reliable, or complete, and 4) that defects in the operation or functionality of any software provided to Patient as part of the Services will be corrected.

3.9. Patient agrees and understands that any material downloaded or otherwise obtained through the use of the Services is done at the Patient's own discretion and risk and that Patient will be solely responsible for any damage to Patient's computer system or other device or loss of data that results from the download of any such material.

3.10. Patient agrees and understand that no advice or information, whether oral or written, obtained by Patient from THRIVE GROUP CORP LLC or through or from the Services shall create any warranty not expressly stated in the Agreement or Terms of Service.

3.11. Patient agrees and understands that THRIVE GROUP CORP LLC (or its Subsidiaries, Affiliates, and Contractors) are not responsible for any loss or damage which may be incurred by Patient, including but not limited to loss or damage as a result of: 1) any reliance placed by Patient on the completeness, accuracy or existence of any content; 2) any changes which THRIVE GROUP CORP LLC may make to the Services, or any permanent or temporary cessation in the provision of the Services (of any features within the Services); 3) the deletion of, corruption of , or failure to store, any content and other communications data maintained or transmitted by or through Patient's use of the Services; 4) Patient's failure to provide THRIVE GROUP CORP LLC accurate account information; and 5) Patient's failure to keep Patient's password or account details secure and confidential.

4. Patient's Passwords and Account Security

4.1. Patient agrees and understands that Patient is responsible for maintaining the confidentiality of passwords associated with any account Patient uses to access the Services.

4.2. Accordingly, Patient agrees that Patient will be solely responsible to THRIVE GROUP CORP LLC for all activities that occur under Patient's account.

4.3 If Patient becomes aware of any unauthorized use of Patient's passwords or of Patient's account, Patient agrees to notify THRIVE GROUP CORP LLC immediately.

5. Privacy and Patient's personal information

5.1. For information about THRIVE GROUP CORP LLC's data protection practices, please read THRIVE GROUP CORP LLC's Privacy Policy. This policy explains how THRIVE GROUP CORP LLC treats Patient's personal information and the personal information of Patient's patients and protects Patient's privacy and the privacy of Patient's patients, when Patient uses the Services.

5.2. Patient agrees to the use of Patient's data in accordance with THRIVE GROUP CORP LLC's privacy policies.

6. Content in the Services

6.1. Patient understands that the accuracy, reliability, and completeness of information (such as data files, written text, computer software, etc.) which Patient may have access to as part of, or through Patient's use of, the Services are Patient's sole responsibility and not the responsibility of THRIVE GROUP CORP LLC. All such information is referred to below as the “Content”.

6.2. Patient should be aware that Content presented to Patient as part of the Services may be protected by intellectual property rights which are owned by the sponsors who provide that Content to THRIVE GROUP CORP LLC (or by other persons or companies on their behalf). Patient may not modify, rent, lease, loan, sell, distribute, or create derivative works based on this Content (either in whole or in part) unless Patient has been specifically told that Patient may do so by THRIVE GROUP CORP LLC or by the owners of that Content, in a separate agreement.

6.3. THRIVE GROUP CORP LLC reserves the right (but shall have no obligation) to, review, flag, filter, modify, refuse, or remove any or all Content from any Service.

6.4. Patient agrees that Patient is solely responsible for (and that THRIVE GROUP CORP LLC has no responsibility to Patient or to any third party for) any Content that Patient creates, transmits, or displays while using the Services and for the consequences of Patient's actions (including any loss or damage which THRIVE GROUP CORP LLC may suffer) by doing so.

6.5. Patient understands that the Services may include hyperlinks to other web sites or content or resources. THRIVE GROUP CORP LLC may have no control over any web sites or resources which are provided by companies or persons other than THRIVE GROUP CORP LLC.

6.6. Patient acknowledges and agrees that THRIVE GROUP CORP LLC is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such web sites or resources. Further, Patient acknowledges and agrees that THRIVE GROUP CORP LLC is not liable for any loss or damage which may be incurred by Patient as a result of the availability of those external sites or resources, or as a result of any reliance placed by Patient on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such web sites or resources.

7. Proprietary rights

7.1. Patient acknowledges and agrees that THRIVE GROUP CORP LLC (or THRIVE GROUP CORP LLC's Subsidiaries, Affiliates, and Contractors) owns all legal right, title, and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Patient further acknowledges that the Services may contain information, which is designated confidential by THRIVE GROUP CORP LLC, and that Patient shall not disclose such information without THRIVE GROUP CORP LLC's prior written consent.

7.2 Patient acknowledges and agrees that THRIVE GROUP CORP LLC (or THRIVE GROUP CORP LLC's Subsidiaries, Affiliates, and Contractors) owns all legal right, title, and interest in and to the De-identified Data which is created by THRIVE GROUP CORP LLC from Patient's Data through the De- identification process. Patient further acknowledges and agrees that it has no ownership, rights, or interests in or to the De-identified Data and the use or exploitation in any form known or unknown, of the De-identified Data, is expressly reserved to THRIVE GROUP CORP LLC.

7.3. Unless Patient has agreed otherwise in writing with THRIVE GROUP CORP LLC, nothing in these Terms of Service give Patient the right to use any of THRIVE GROUP CORP LLC's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

7.4. If Patient has been given an explicit right to use any of these brand features in a separate written agreement with THRIVE GROUP CORP LLC, then Patient agrees that Patient's use of such features shall be in compliance with that agreement, any applicable provisions of the Terms of Service, and THRIVE GROUP CORP LLC's brand feature use guidelines as updated from time to time. These guidelines will be set forth in any such separate written agreement.

7.5. Patient acknowledges and agrees that, except as set forth in the Agreement, THRIVE GROUP CORP LLC obtains all right, title or interest with Patient (or Patient's licensors) under these Terms of Service in or to any Content that Patient submits, posts, transmits or displays on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless Patient has agreed otherwise in writing with THRIVE GROUP CORP LLC, Patient agrees that Patient is responsible for protecting and enforcing Patient's share of those rights and that THRIVE GROUP CORP LLC has no obligation to do so on Patient's behalf.

7.6. Patient agrees that Patient shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services.

7.7. Unless Patient has been expressly authorized to do so in writing by THRIVE GROUP CORP LLC, Patient agrees that in using the Services, Patient will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.

8. Indemnification

Patient shall indemnify and hold THRIVE GROUP CORP LLC harmless from and against any and all damages, claims, complaints, causes of action, controversies, investigations, administrative proceedings, lawsuits, liabilities, and losses, including reasonable attorney's fees, resulting from or relating to (i) Patient's breach of any representation, warranty, covenant, or provision of this Agreement; and (ii) any acts, omissions, misfeasance, negligence, or willful misconduct of Patient in connection with or relating to this Agreement.

9. Limitation of Liability

PATIENT ACKNOWLEDGES AND AGREES THAT THRIVE GROUP CORP LLC IS NOT RESPONSIBLE FOR DELAYS OR NON-PERFORMANCE CAUSED BY EVENTS BEYOND ITS CONTROL. PATIENT ACKNOWLEDGES AND AGREES THAT THRIVE GROUP CORP LLC WILL NOT BE LIABLE FOR ANY INDIRECT, THIRD-PARTY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. FURTHER, PATIENT ACKNOWLEDGES AND AGREES THAT THRIVE GROUP CORP LLC WILL NOT BE LIABLE FOR ANY COSTS, CHARGES, OR LOSSES SUSTAINED BY PATIENT ARISING FROM ANY FAILURE OF THRIVE GROUP CORP LLC TO FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT. ADDITIONALLY, PATIENT AGREES THAT PATIENT'S MAXIMUM RECOVERY IN ANY CLAIM, ARBITRATION, OR LAWSUIT INITIATED AGAINST THRIVE GROUP CORP LLC GROUP, LLC SHALL BE LIMITED TO NO MORE THAN THE AMOUNT PATIENT HAS PAID THRIVE GROUP CORP LLC IN SUBSCRIPTION FEES.

10. Covenant Not to Sue

PATIENT COVENANTS AND AGREES NOT TO SUE, NOR PURSUE ARBITRATION AGAINST, THRIVE GROUP CORP LLC FOR ANY REASON OUTSIDE OF THRIVE GROUP CORP LLC'S DIRECT OPERATION OF THIS WEBSITE. PATIENT AGREES THAT PATIENT WILL NOT SUE THRIVE GROUP CORP LLC FOR ANY REASON IN CONNECTION WITH PATIENT'S ENCOUNTER WITH A PRESCRIBER, PATIENT'S PRESCRIPTION OR LACK THEREOF, OR PATIENT'S DISPENSED MEDICATION OR LACK THEREOF.

11. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the California, without regard to conflict of laws principles.

12. Dispute Resolution

• In the event of a claim, controversy or dispute arising out of or related to this Agreement, each Party agrees to give the other written notice of such, and both agree to meet and confer within thirty (30) days of the receipt of the notice of such claim, controversy, or disputer to try to resolve the matter. If such meeting or meetings fails to resolve the matter to the satisfaction of the Party raising the issue, then the Parties will participate in mediation in an effort to resolve the matter. The parties agree that such mediation shall occur within thirty (30) days of a request for mediation, or as otherwise agreed to between the parties. The mediator, scope and process of such mediation will be agreed between the parties.
• Any controversy, claim or dispute which is not resolved through mediation will be settled by binding arbitration before a single arbitrator. In the event the parties cannot mutually agree upon the arbitrator, each party shall choose an arbitrator and the two arbitrators so chosen shall decide upon the arbitrator. The arbitration will be conducted under the then current Rules of Procedure for American Arbitration Association. The decision and award of the arbitrator will be final and binding, and the award rendered may be entered in any court having jurisdiction thereof. The arbitrator is directed to hear and decide dispositive motions in advance of the hearing-on-the-merits by applying the law of the State of California. The arbitration will be held in Los Angeles, California, or such other site as the parties may mutually agree. Notwithstanding the obligation to arbitrate as herein set forth, either party may seek an injunction in court to prevent ongoing breach of the confidentiality provisions or misuse or infringement of its intellectual property rights pending the appointment of and action on the breach of confidentiality, misuse, or infringement of intellectual property rights, by the arbitrator. The arbitrator will enforce the terms of the Agreement and will have no authority to award punitive damages, non-compensatory damages, or any damages other than direct damages, or to award direct damages in excess of the limitations and exclusions set forth in this Agreement. The existence of the arbitration, the arbitration proceedings and the outcome of such arbitration will be treated as Confidential Information under this Agreement and will not be disclosed by either party. Neither party may bring a claim more than one (1) year after the party knows or should have known the facts giving rise to the claim.
• The arbitrator shall award cost associated with the arbitration to the prevailing party, but each party shall bear the expense of its own attorneys' fees.

13. Survival

The provisions of this Agreement related to indemnification, limitation of liability, covenant not to sue, governing law, dispute resolution, and any other provisions of this Agreement that, by their terms, survive its termination or expiration, may not be discharged upon, and will survive its termination or expiration.

14. Software updates

THRIVE GROUP CORP LLC may automatically download and install updates from time to time. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions.

15. Updates to the Terms of Service

15.1. THRIVE GROUP CORP LLC may update the Terms of Service from time to time. When these updates are made, THRIVE GROUP CORP LLC will make them available to Patient from within, or through, the affected Services.

15.2. Patient understands and agrees that if Patient uses the Services after the updates have been made, THRIVE GROUP CORP LLC will treat Patient's use as acceptance of the updated Terms of Service.

16. Contact Us

If you have any questions about these Terms of Service, please contact us at: support@thrivemeds.com

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