Last revised June 2, 2022
IMPORTANT NOTICE: THESE TERMS AND CONDITIONS OF USE ARE SUBJECT TO A WAIVER OF CLASS ACTION RIGHTS AND THE RIGHT TO A JURY TRIAL AS DETAILED IN THE DISPUTE RESOLUTION SECTION BELOW. IT REQUIRES YOU AND CEREBRAL, YOUR PROVIDER, AND CERTAIN OTHER CEREBRAL PARTNERS TO RESOLVE DISPUTES WITH EACH OTHER ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. PLEASE READ CAREFULLY.
DO NOT USE THESE SERVICES FOR EMERGENCY MEDICAL OR MENTAL HEALTH NEEDS. IF YOU ARE EXPERIENCING A MEDICAL OR MENTAL HEALTH EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY.
Annex: Additional Third Party Terms
The services offered through the Platform (collectively, “Services”) may include:
Services available on the Platform may be sold or offered by Cerebral or by third-party medical groups, pharmacies, labs, or other third-party partners. The Platform provides you with access to one or more of the medical groups that employ or contract with Providers and provide Telehealth Services through the Platform, including Cerebral Medical Group, P.A. and Cerebral Medical Group, P.C. (the “Medical Groups”). The Platform may also provide access to prescription fulfillment services offered by CerebralRx, Postmeds, Inc. dba Truepill, and other Cerebral pharmacy partners from time to time (the “Pharmacies”), and laboratory and diagnostic services from Quest Diagnostics Clinical Laboratories, Inc., Postmeds, Inc. dba Truepill, and other Cerebral laboratory partners from time to time (the “Labs”).
The Services may change from time to time, and Cerebral may choose to add new Services or suspend or discontinue some or all of the Services, in its sole discretion.
Your Relationship with Us.
Cerebral does not provide medical services, including via the Platform. Cerebral operates the technology platform through which you can connect with Providers who render Telehealth Services and receive other available Services. The Providers matched through the Platform are engaged by the Medical Groups, not by Cerebral, and use independent professional judgment in rendering Telehealth Services. Cerebral provides administrative, payment, technological and other supportive non-clinical services for the Medical Groups and Providers, but Cerebral does not own or have any ownership interest in the Medical Groups and the Medical Groups do not own or have any ownership interest in Cerebral. The Medical Groups and the Providers, and not Cerebral, are responsible for the quality and appropriateness of the care they render to you on the Platform, and any professional advice received from a Provider on our Platform comes from the Provider alone and not from Cerebral.
You will be matched with available Providers based on the information you submit to the Platform and you will have the option to choose and/or switch Providers. The Telehealth Services you receive may vary depending on the Provider you interact with. Cerebral does not participate in the interaction between you and Providers and does not have control over the quality, reliability, legality, integrity, authenticity, accuracy, appropriateness, provision, or failure to provide, or responsiveness of the information provided by or to Providers. You should contact your Provider directly for any questions regarding your care or medical treatment, and you can report a complaint relating to the care provided by a Provider by contacting the professional licensing board in the state where the care was received. Cerebral does not recommend or endorse any specific Providers, tests, medications, products, or procedures, and shall not in any way be liable for any Telehealth Services or other services or advice provided to you by a Provider. Your reliance on any Provider or information delivered by the Providers via the Platform is solely at your own risk and you assume full responsibility for all risks associated herewith.
Telehealth involves the delivery of health care services using electronic communications, information technology or other means between a health care 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. The Telehealth Services are not intended to take the place of your relationship with your regular in-person health care practitioners or primary care physician.
The Medical Groups and Providers have also adopted a Notice of Privacy Practices describing their collection and use of your health information. By accessing or using any part of the Services, you are acknowledging receipt of the Notice of Privacy Practices from your Medical Group and Provider(s).
Where appropriate, the Medical Groups and/or your Provider(s) may also request your cooperation in obtaining records from your previous health care providers to assist in providing the best care for you (this may include signing a release and/or authorization to speak to all other health care providers that you see).
The Services are not for emergencies.
IF YOU BELIEVE YOU HAVE AN EMERGENCY, CALL 911 IMMEDIATELY. If you are thinking about suicide or if you are considering taking actions that may cause harm to yourself or others, call the National Suicide Prevention Hotline anytime at 1-800-273-8255 (en Español 1-888-628-9454) or go to the nearest emergency room. You can also use the 24/7 Crisis Text Line by texting “HOME” to 741-741.
Cerebral’s Platform and Services, including the Telehealth 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 Platform. 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 care physician and other health care professionals as recommended.
Always seek the advice of a physician or other qualified health care prescriber concerning questions you have regarding a medical condition and before stopping, starting, or modifying any treatment or medication. Please be aware the Services, including the Telehealth Services and the delivery of any medication prescribed through the Services, will stop being provided at the termination of your Subscription or Services.
The Services are not an insurance product.
The Services are not health insurance or a substitute for health insurance, and the amounts you pay for Services on the Platform are not insurance premiums. The Services do not meet any individual health insurance mandate under federal or state law. If you desire any type of health or other insurance coverage, you will need to acquire such insurance separately.
Other Platform Content.
Outside of health care advice you receive directly from a Provider, the content of the Platform provided as part of 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 Cerebral. All information provided by Cerebral, or in connection with any communications supported by Cerebral (including resources from the cognitive behavioral therapy exercise library, meditation guides, articles and blog posts published on Cerebral’s website and other general health care-related information and self-guided resources), is intended to be for general information purposes only, and is in no way intended to create a health care provider-patient relationship.
No Users Under 18 Years Old.
Your Device Functionality.
You are responsible for obtaining and maintaining your device, software, operating system, carrier and network access necessary to properly access and use the Services. Cerebral does not guarantee that the Platform or any portions thereof will function on or in connection with any particular device, software, operating system, carrier, or network. Cerebral will have no liability for errors, unreliable operation, or other issues resulting from use of the Platform on or in connection with rooted or jail broken 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. All rate and data fees of your device’s carrier apply to your use of the Platform and Services and Cerebral is in no way responsible for your carrier rates and data fees, where applicable.
User Account Activity and Responsibility.
You agree that all information you submit to create your User Account, including but not limited to your name, date of birth, address, phone number, and email address, shall be truthful, accurate, and complete, and you shall maintain accuracy and completeness of the information associated with your User Account. You will be required to select a password to access your User Account. Your User Account is personal to you, and you are solely responsible for maintaining the confidentiality of the credentials to access your User Account, and you are responsible for all activity that occurs under your User Account. 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, including keeping your login credentials secret to only yourself. Please contact firstname.lastname@example.org immediately if you suspect that another individual or third party has gained access to your User Account.
Refusal of Services on Fraud.
Cerebral may, but does not assume the obligation, to request further information from you to provide the Services. If you do not timely provide this information in the manner requested, we reserve the right to suspend, discontinue, or deny your access to and use of the Platform and the Services until you provide the information to us as requested. Without limitation, Cerebral may refuse to provide its Services to you, cancel your Subscription or deactivate your User Account for any reason in Cerebral’s sole discretion, including where we suspect fraud or illegal activity. This includes, but is not limited to, stolen payment information or falsified medical information resulting in a prescription and subsequent supply of medication by the Pharmacies or other chosen local pharmacy.
Your Payment Information.
Subscriptions and Recurring Payments.
The billing period for your Subscription Fee begins from the time of registration (i.e., when you register, enter your payment method and pay the initial Subscription Fee), and again at the start of each subsequent Subscription Period. By signing up for a Subscription, you agree to pay your Subscription Fee in full each Subscription Period and authorize your payment method on file to be billed automatically each Subscription Period by Cerebral’s third-party payment processor for the entire length of your Subscription, regardless of whether or not you have used the Services during the Subscription Period, until your Subscription ends or is canceled. If any Subscription Fee is not paid in a timely manner, or your transaction cannot be processed, we reserve the right to suspend, disable, cancel or terminate your Subscription. You will be responsible for paying all past due amounts. You acknowledge that billing may not occur on the exact same date of each month.
You agree to pay all other fees and charges associated with your User Account that are not included in the Subscription Fee, including, for example, appointment no-show fees, cancellation fees or late rescheduling fees, cost of prescribed medication and refills, costs of laboratory tests, single visits with a Provider that are not part of a Subscription, co-pays, co-insurance and deductibles and other costs not covered by your health insurance plan, and any fees for any Services that are not charged on a Subscription model (collectively, “Other Fees”), on a timely basis and according to the terms and the rates presented to you. By using the Services and incurring such Other Fees, you authorize us to bill and charge your payment method on file for such Other Fees in full.
Trials and Promotional Fees.
Cerebral may periodically offer discounts to its Services in the form of free trial periods or promotional fees. The terms of those discounts will be stated at the time you sign up or when you purchase a specific Service or product. If your Subscription includes a free trial, you will not be charged the applicable Subscription Fee during your free trial. To obtain the free trial, you will be required to provide a credit card or other payment method in order to ensure uninterrupted access and continued use after the expiration of the free trial. Upon completion of your free trial, your Subscription will automatically convert into a paid Subscription and your payment method will be charged the applicable Subscription Fee unless you have canceled your Subscription. If your Subscription includes a promotional fee, you will be charged the promotional fee for the relevant number of billing periods and upon completion of that period, your Subscription will continue to automatically renew at the full, non-promotional rate. You may cancel your Subscription during your free trial or promotional period to avoid being charged the full applicable Subscription Fee in accordance with Section 5 (Cancellations and Refunds).
You may only be permitted to use one free trial or promotional fee offer. If your Subscription is ever canceled or terminated for any reason, and you purchase an additional Subscription, you may not be eligible for a free trial or to take advantage of another promotional fee offer.
If you have health insurance, your insurance plan may cover all or a portion of your use of our Services, including costs associated with the Telehealth Services, prescribed medication filled by the Pharmacies, and/or laboratory products and services provided by the Labs. Subject to the terms of any written agreement between Cerebral and the insurance plan, if you provide information about your health insurance to us, that will be deemed your authorization for Cerebral, the Medical Groups, the Pharmacies, the Labs and/or one of their affiliates or partners to submit claims and bill for Services on your behalf and share necessary information with the insurance plan to process payments and reimbursements. Cerebral and the Medical Groups are not enrolled with state health care programs such as Medicaid.
If Cerebral is in-network with your insurance plan, you may be eligible to pay a reduced Subscription Fee at the rates published on the Platform (the “In-Network Subscription Fee”), or you may be eligible for a basic services Subscription with no out-of-pocket Subscription Fee (a “Basic Services Subscription”). The In-Network Subscription Fee and any Basic Services Subscription does not include the cost of any co-pays for visits with Providers, co-pays for prescribed medication (including refills), certain laboratory tests ordered by a Provider, or co-insurance or deductibles, which will vary depending on your insurance plan and may be billed separately. You are also responsible for any Other Fees incurred that are not charged on a Subscription model (e.g., appointment no-show fees). The In-Network Subscription Fee, if applicable, and any co-pays, co-insurance, deductibles or Other Fees are your responsibility, not that of your insurance plan, even if Cerebral is considered in-network.
Your insurance policy is a contract between you and your insurance plan, and it is your responsibility to know your benefits, including if your insurance has any deductible, co-payment, co-insurance, out-of-network, usual and customary limit, prior authorization requirements or any other type of benefit limitation for the Services you receive, and how your benefits will apply to your payments. If you purchase Services with your insurance plan, you authorize Cerebral or one of its affiliates or third party partners, including the Medical Groups, Pharmacies and/or Labs, to charge your payment method on file for the In-Network Subscription Fee, if applicable, and any fees not covered by your insurance, such as co-pays, co-insurance, deductibles, and Other Fees. If all or any portion of the Services are not covered or paid by your insurance plan for any reason or you do not have health insurance, you understand that you will be ultimately responsible for all fees and costs arising out of your use of the Services and agree to pay the full amount of all Subscription Fees and Other Fees associated with your User Account. Questions about non-payment should be directed to your insurance plan. You agree to inform Cerebral or your Provider immediately if you lose your health insurance and/or can no longer pay for treatment.
Changes to Subscription Fees, Other Fees or Subscription Features.
All fees published on the Platform are set by Cerebral in its sole discretion and we may change our fees from time to time. Cerebral will send notice of upcoming automatic renewal prior to renewing your Subscription as required by law. We may change the Subscription terms, Subscription Fees or Other Fees at any time on a going forward basis in our discretion. If the pricing for your Subscription increases, we will notify you, and provide you an opportunity to change or cancel your Subscription before applying those changes to your User Account or charging you in connection with an automatic renewal. We may choose in our sole discretion to add, modify, or remove benefits and features from a Subscription. Your continued enrollment in your Subscription after the changes become effective will constitute your acceptance of the changes. If you do not wish to continue your Subscription at the revised rates and/or terms, you must let Cerebral know prior to the end of your then current Subscription Period in accordance with Section 5 (Cancellations and Refunds) (so that at the end of that Subscription Period, your Subscription will end), otherwise the revised rate and/or terms will apply on and from the next Subscription Period.
Third-Party Payment Processor.
All credit card, debit card and other monetary transactions on or through the Platform occur through an online payment processing application that is provided by a third-party payment processor(s). Cerebral itself does not collect or store payment card information. If our third-party payment processor is unable to secure funds from your payment method for fees that are due for any reason, including, but not limited to, insufficient funds or insufficient or inaccurate information provided when submitting electronic payment, Cerebral may undertake further collection action, including application of fees to the extent permitted by law, and reserves the right to suspend or terminate your User Account or Services.
Waiver of Claims and Unauthorized Payments.
You agree to waive all claims against Cerebral and its third-party affiliates, including Cerebral’s third-party payment processor(s), related to any unauthorized payments made on or through the use of your User Account outside of Cerebral’s control, regardless of whether such payments are authorized or unauthorized. However, you may submit a claim of the unauthorized payment to Cerebral so that Cerebral can conduct a reasonable investigation as it sees fit under the circumstances. If appropriate, Cerebral will assist in correcting the alleged unauthorized payment, provided that such claim is received by Cerebral within thirty (30) days of the disputed charge or payment.
When you cancel a Subscription, you cancel only future charges associated with your Subscription. You may initiate your cancellation at any time, but the cancellation will become effective at the end of your current Subscription Period. You can cancel by clicking “Cancel Subscription” in your User Account no later than the day before your next scheduled billing date to cancel your Subscription. If you do not cancel before this time, Cerebral reserves the right to charge you for the next Subscription Period and cancel your Subscription in the following Subscription Period.
Except as otherwise stated herein or required by applicable law, no refunds will be provided for a partial Subscription Period, but you will continue to have access to the Subscription until the next billing cycle. Notwithstanding any other terms, Cerebral reserves the right to cancel your Subscription in its entirety at any time and for any reason, with or without prior notice. In the event that Cerebral exercises its right to cancel a Subscription, it will refund the current Subscription Period’s Subscription Fee as required by law.
Once you cancel your Subscription, your access to and use of the Services will continue to the end of your then current Subscription Period and thereafter end, but you will continue to have access to certain information maintained within User Account, such as personal health information. Please note that all Services, including the delivery of any medications prescribed through the Services and access to refills through the Pharmacies, will end once cancellation takes effect. You should talk to your Provider before discontinuing your medication. Abruptly stopping certain medications can impact your health.
Medication orders may be canceled before they are shipped. Any other Services that are paid per Service (e.g., single visits with a Provider not part of a Subscription) may be rescheduled but are not cancellable after purchase.
All purchases are final and once paid, all fees, including Subscription Fees, are non-refundable regardless of whether Services are utilized, except as prohibited by applicable law. However, you may cancel your Subscription at any time in accordance with Section 5 (Cancellations and Refunds) to stop incurring future Subscription Fees. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit in one instance, we are under no obligation to issue the same refund or credit in the future.
All medication orders are final once shipped by the Pharmacies and the order cannot be returned or refunded. This is to protect the integrity of the medication and the health of the patient, as well as to comply with applicable laws. However, if you think you have received the wrong medication, have received an order in error, or have any other questions, please contact us at email@example.com.
Certain medications available through the Platform require a valid prescription by a Provider licensed to prescribe the specific medication. You will not be able to obtain a prescription medication unless you have completed a consultation with one of the licensed Providers through the Platform, the Provider has determined the prescription is appropriate for you, and the Provider has written a prescription.
Cerebral does not endorse any specific medication, pharmacy, or pharmacologic product. There is no guarantee a prescription will be written by using the Services. If a Provider prescribes a medication, the Provider will limit supply based upon applicable regulations and will only prescribe a medication as determined in the Provider’s own discretion and professional judgment. Providers may also deny care for actual or suspected misuse of the Services for prescriptions.
You agree that any prescriptions that you acquire from a Provider will be solely for your personal use. All prescription medications are provided subject to all warnings, limitations, and restrictions published or provided by the medication’s manufacturer. You agree to fully and carefully read all provided product information and labels and to contact your Provider, or another physician or pharmacist, if you have any questions regarding the prescription. You acknowledge and understand that your use or misuse of prescription medications obtained through our Platform or Services may result in undesirable or unexpected consequences. Cerebral does not accept any liability for the consequences arising from the application, use, or misuse of any prescription medications made available through the Platform or Services, 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 prescription products.
If you receive a prescription as a result of the Services, you may select one of the Pharmacies to fulfill and ship your prescription directly to your address. However, you always have the option to instruct your Provider or to email firstname.lastname@example.org to transmit that prescription to a different pharmacy of your choice. Otherwise, you hereby consent to using the Pharmacies. Please note that the cost of medication is not included in your Subscription Fee and will be billed separately. If, however, your Subscription includes a medication plan and you use the Pharmacies to dispense and deliver any prescribed medication, the shipping cost for your medication is included in your Subscription Fee.
Prescriptions fulfilled by the Pharmacies may not use child-resistant packaging and prescriptions may not be dispensed in child-resistant containers. You acknowledge that you must keep prescription medication safe, secure, and out of the reach of children.
If you select to use the Pharmacies, you give us consent to send and disclose to the Pharmacies all information provided by you, your health care records, and other applicable health care information and personal information (such as your name, location and demographic information) that is required to provide you the pharmacy services.
In certain situations, your Provider may deem that it is medically appropriate to prescribe a controlled substance as part of your treatment plan. In general, these medications are highly addictive and must be taken only as prescribed by your Provider. The Medical Groups and Providers are required to provide care consistent with the prevailing standards of medical practice and follow evidence-based clinical guidelines but make no assurances or guarantees as to the results of treatment.
If you are prescribed a controlled substance through the Services, you understand and agree as follows:
Certain laboratory products and services that are available through the Platform, including at-home testing kits and in-person testing services to monitor the effects of certain prescribed medication or for diagnostic purposes (“Lab Tests”), require a valid prescription or order by a licensed Provider. You will not be able to obtain Lab Tests unless a Provider has determined that the Lab Test is appropriate for you and the Provider has prescribed or ordered the Lab Test. These Lab Tests offered through the Platform can only be ordered and fulfilled through the Labs. If you receive Lab Tests from a Lab through the Platform, you may be required to go to an in-person location of the applicable Lab to be tested or at-home testing materials will be shipped to you by the applicable Lab. In certain cases, regularly scheduled Lab Tests are required in order to properly and safely manage your treatment plan.
If your Provider suspects that you are misusing the Services for prescriptions or engaging in other prohibited activities relating to your medication, your Provider may order and require that you obtain a laboratory test to confirm that misuse is not taking place before continuing your treatment or prescribing or refilling any medications (an “Investigative Lab Test”). Typically, these are in-person tests that may be ordered by your Provider to be completed at any local laboratory of your choice.
Intellectual Property. With the exception of your User Materials (as defined below), Cerebral, the Medical Groups, the Pharmacies, the Labs and/or Cerebral’s licensors, as applicable, retain all right, title, and interest in and to the Platform, the Services and any information, content, files, document, text, photographs, images, audio, videos, reviews, products, documentation, software, or other materials available on or through the Platform and Services, and any patent, copyright, trade secret, trademark, service mark, or other intellectual property, or proprietary right in any of the foregoing. For clarity, use, reproduction, copying, or redistribution of Cerebral trademarks, service marks, and logos or those of Cerebral’s third party licensors are strictly prohibited without the prior written permission of Cerebral or the licensor, as applicable. The Platform may contain other proprietary notices and copyright information, the terms of which you agree to follow.
Consent to Electronic Communications. By opting in to use Cerebral’s Platform and Services, you affirmatively consent to conduct business electronically with Cerebral 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.
Consent to Receive Calls and Text Messages. By providing your mobile number, sending Cerebral an initial text, or otherwise opting-in to receive telephonic communications from Cerebral, you are agreeing to be contacted by or on behalf of Cerebral at the mobile number you have provided, including calls and text messages, regarding your User Account and use of the Platform and Services. These text messages or calls may be automated and may include information about your treatment plan, appointment reminders, order confirmations, shipping notifications, messages from your Provider, and other transactional messages. You may also sign up to receive promotional and marketing calls and text messages. You are not required to consent to promotional and marketing calls and text messages as a condition of purchase. You may update your notification preferences from Cerebral at any time by going through your User Account. By consenting to receive Cerebral text messages, you represent that you are the subscriber of the cellular service at the mobile number provided or that you are authorized by the subscriber to sign-up for texts.
Cerebral does not charge you for our text message program. But if you enroll in text messages from Cerebral, you understand and agree that: (1) you will be responsible for any message and data rates that may apply for any messages sent to you from Cerebral and to Cerebral from you, (2) message frequency may vary, and (3) neither Cerebral, nor your or Cerebral’s mobile carriers, are liable for delayed or undelivered messages. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.
We may send you one or more welcome messages or administrative messages, such as (in some cases), a request to confirm your opt-in. After that, you will receive recurring text messages, and the specific amount may vary depending on how you use our Services (e.g. if you communicate with us through SMS, or if you send a HELP request).
Our text messages are supported on all U.S. carriers. Please note, however, that the supporting mobile carriers may change without notice, and the particular text message program you join may be limited to specific carriers.
You can opt out of marketing text messages from Cerebral at any time by texting the word “STOP” to a text message from Cerebral. After you send the text message “STOP” to us, we will send you a text message to confirm that you have been unsubscribed. After this, you will no longer receive text messages from Cerebral unless and until you re-consent to receiving text messages again. You also understand and agree that we have provided you with reasonable methods of opting out, and that any other method of opting out, including, but not limited to, texting words other than “STOP” or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out. Please be advised that if you opt out of marketing text messages, Cerebral may still send you transactional text messages about your User Account or use of the Platform and Services.
You can opt out of transactional text messages by updating your notification preferences in your User Account. We may send you a text message to confirm your opt out of transactional text messages. Please note that if you withdraw your consent to receive text messages, some Platform features and certain Services may no longer be available to you and you may not receive important and helpful information and reminders about your Services.
If you have revoked consent and want to re-enroll in receiving transactional text messages, you can re-enroll by updating your notification preferences in your User Account.
If you are experiencing issues with Cerebral’s text messaging program, you can text the word “HELP” to a text message from Cerebral for more assistance, or you can get help directly at (415) 403-2156 or email@example.com.
You understand that while Cerebral takes your privacy and the security of your health and other sensitive information very seriously, the transmission of information over the internet and mobile networks is not 100% secure. Text messages and emails that you send to or receive from Cerebral outside of Cerebral’s Platform (including off-Platform communications with Providers) are not encrypted, which means that it is possible they may be intercepted by third parties. If you choose to send or receive information about your health or any other sensitive information by text message or email outside of Cerebral’s Platform, you do so at your own risk. By opting into text messages, you consent to sending text messages to Cerebral, and receiving text messages from or on behalf of Cerebral, that are not encrypted. Likewise, by emailing Cerebral or giving Cerebral your email, you consent to receiving unencrypted emails messages from or on behalf of Cerebral.
Cerebral operates subject to state and federal regulations, and not all Services offered through the Platform may 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 Platform or the Services is limited exclusively to users located in states within the United States where the Services are available as identified on the Platform. Accessing the Services from jurisdictions where content is illegal, or where we do not offer Services, is prohibited.
You further acknowledge that the Services and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that Cerebral makes available (collectively “Excluded Data”) are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories currently including, but not limited to, Cuba, the Crimea region of the Ukraine, Sudan, Iran, North Korea and Syria (“Trade Restrictions”). You represent and warrant that you are not: (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, (iii) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department's Nonproliferation Sanctions lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.trade.gov/consolidated-screening-list; or (iv) subject to end destination export control regulations, such as, but not limited to, the U.S. Export Administration Regulations and U.S. Government EU Dual-Use Regulation EC 428/2009. You are solely responsible for complying with Trade Restrictions for all Excluded Data and any of its content transmitted through the Services.
Disclaimer of Warranties.
YOU EXPRESSLY AGREE THAT ANY ACCESS AND USE OF THE PLATFORM AND SERVICES IS VOLUNTARY AND AT YOUR SOLE RISK. THE PLATFORM AND SERVICES ARE PRESENTED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, CEREBRAL AND EACH OF THE THIRD PARTIES OFFERING SERVICES VIA THE PLATFORM, INCLUDING THE MEDICAL GROUPS, THE PROVIDERS, THE PHARMACIES AND THE LABS, DISCLAIM ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE PLATFORM, THE SERVICES, AND ANY CONTENT, INFORMATION, PRODUCT, SERVICE OR OTHER MATERIALS PROVIDED ON OR THROUGH THE PLATFORM OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE QUALITY, ACCURACY, COMPLETENESS OR TIMELINESS OF INFORMATION, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS. CEREBRAL DOES NOT WARRANT THAT THE PLATFORM WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, IMPERFECTIONS, CORRUPTION, CYBER ATTACK, VIRUSES, MALWARE, OR ANY ADVERSE INCIDENT, OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK-UP AND SECURITY.
CEREBRAL DOES NOT GUARANTEE THAT THROUGH USE OF OUR SERVICES, ANY PRESCRIPTIONS WILL BE WRITTEN FOR YOU. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE USE OR MISUSE OF THE PRODUCTS OBTAINED THROUGH OUR PLATFORM OR SERVICES, INCLUDING MEDICATIONS, MAY RESULT IN UNDESIRABLE OR UNEXPECTED CONSEQUENCES. TO THE FULLEST EXTENT OF APPLICABLE LAW, CEREBRAL, THE MEDICAL GROUPS, THE PHARMACIES, THE LABS AND ANY OF ITS AND THEIR RESPECTIVE AFFILIATES DO NOT ACCEPT ANY LIABILITY FOR THE CONSEQUENCES ARISING FROM THE APPLICATION, USE, OR MISUSE OF ANY PRODUCTS (INCLUDING MEDICATION) OR SERVICES CONTAINED ON OR MADE AVAILABLE THROUGH THE PLATFORM, 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 MEDICATION.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH PROVIDERS, PHARMACIES, LABS, OR OTHER USERS OF THE PLATFORM. CEREBRAL SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF THE CEREBRAL MEDICAL GROUPS, PHARMACIES, LABS, OR THE PROVIDERS.
Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, CEREBRAL AND ANY OF THE THIRD PARTIES OFFERING SERVICES VIA THE PLATFORM, INCLUDING THE MEDICAL GROUPS, THE PROVIDERS, THE PHARMACIES AND THE LABS, AND ANY OF CEREBRAL’S AND SUCH THIRD PARTIES’ OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, SHAREHOLDERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, SUCCESSORS, ASSIGNS, TRANSFEREES, CONTRACTORS, OR LICENSEES (COLLECTIVELY, THE “RELATED PARTIES”), ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH) CAUSED BY OR ARISING FROM OR IN CONNECTION IN ANY WAY TO THE PLATFORM, PRODUCTS, SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE PLATFORM, INCLUDING ANY SERVICES PERFORMED OR PRODUCTS OFFERED BY THE THIRD PARTIES (AS DEFINED HEREIN), 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 PLATFORM OR SERVICES IS TO STOP USING THE PLATFORM OR THOSE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF CEREBRAL, THE THIRD PARTIES OR CEREBRAL’S AND THE THIRD PARTIES’ RELATED PARTIES TO YOU WITH RESPECT TO YOUR USE OR ACCESS OF (OR INABILITY TO USE OR ACCESS) THE PLATFORM OR SERVICES IS $500 (FIVE HUNDRED DOLLARS). YOU HEREBY AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH LIMITATIONS OR RELEASES.
ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM OR SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO WHEN SUCH ACTION OCCURRED. EXCEPT AS EXPLICITLY PROVIDED HEREIN, YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM OR SERVICES IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE PLATFORM OR SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
If you are a California resident, you waive California Civil Code Section 1542, which provides:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
Termination or Suspension of Platform, Services, or User Accounts.
Changes to the Platform and Services.
All information contained on the Platform, including descriptions, images, references, features, content, specifications, products, and prices of any products or Services offered by Cerebral or its related third parties on or through the Platform, are subject to change at any time and without notice to you (but you are at all times entitled to your rights under Section 5 (Cancellations and Refunds) if you are unhappy with such changes).
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
We will try to work in good faith to resolve any issue you have with the Platform and Services 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. If you have a dispute with us, you agree to resolve such dispute on an individual basis in accordance with the provisions set forth below.
Initial Dispute Resolution.
Our customer support department is available to address any concerns you may have regarding the Platform or Services. The parties shall use their best efforts through this support process to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration. Failure to engage in this process could result in the award of fees against you in arbitration. To adequately engage in initial dispute resolution, each party must notify the other party, in writing, of the facts of the dispute and all damages claimed. Such a writing must be sent to (a) the user’s email address on file with Cerebral, or (b) Cerebral Inc., 340 S Lemon Ave #9892 Walnut, CA 91789 (“Dispute Notification”). The party receiving the Dispute Notification has thirty (30) days from receipt of the Dispute Notification to respond. The other party then has 15 days to reply to the response.
Agreement to Arbitrate.
If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution begins under the Initial Dispute Resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below.
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 Terms”) also applies to claims between you and the Medical Groups, any Providers, the Pharmacies, and the Labs, and such parties will be considered intended third-party beneficiaries of these Arbitration Terms. As used in these Arbitration Terms, the “Arbitral Parties” shall refer to Cerebral, the Medical Groups, any Providers, the Pharmacies, and the Labs.
Unless you, Cerebral and the applicable Arbitral Parties 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 Federal Arbitration Act (“FAA”) will govern the interpretation and enforcement of these Arbitration Terms. It is your, Cerebral’s, and the Arbitral Parties’ intent that the FAA and JAMS Rules will preempt all state laws to the fullest extent permitted by law. If the FAA and JAMS Rules are found to not apply to any issue that arises under these Arbitration Terms or the enforcement thereof, then that issue will be resolved under the laws of the State of California. These Arbitration Terms governs to the extent it conflicts with the JAMS Rules or FAA.
Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements.
Unless you, Cerebral and the applicable Arbitral Parties 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, Cerebral and any applicable Arbitral Parties 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 JAMS Rules. Subject to the JAMS 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 has the right to impose sanctions for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11).
The arbitrator will render an award within the time frame specified in the JAMS 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 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.
Class Action Waiver.
YOU, CEREBRAL, AND THE ARBITRAL PARTIES 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 Cerebral or any of the Arbitral Parties, and will also prohibit you from participating in or recovering relief under any current or future such actions brought against Cerebral or any of the Arbitral Parties by someone else.
Exception - Litigation of Intellectual Property and Small Claims Court Claims.
Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also elect to have disputes or claims resolved in a small claims court that are within the scope of that court’s jurisdiction. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court in your state and county of residence. Seeking such relief shall not waive a party’s right to arbitration under this agreement.
30-Day Right to Opt Out.
Changes to this Section.
Cerebral will provide 30 days’ notice of any changes affecting the substance of this Section 14. Changes will become effective on the 30th day. If you continue to use the Platform or its Services after the 30th day, you agree that any unfiled claims of which Cerebral does not have actual notice are subject to the revised clause.
You agree that Cerebral shall not be responsible or liable for any loss or damage of any sort incurred as the result of your use of any Third-Party Goods and Services or your interactions with any Third Parties. In the event of any dispute between you and any Third Party, any other user or any other entity or individual, you understand and agree that Cerebral is under no obligation to become involved in such dispute, and you hereby release and indemnify Cerebral and its Related Parties (as defined below), from any and all claims, demands and/or damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Service or the features and services therein.
Severability and Entire Agreement.
No Third Party Rights.
Annex: Additional Third Party Terms
Apple iOS App
If the Services that you use include a mobile application that you download, access and/or use and that runs on Apple’s iOS operating system (an “iOS App”), you acknowledge and agree that:
In addition, you represent and warrant that:
You have a right to select any pharmacy of your choice to fill prescriptions obtained through our Services. For prescriptions you choose to have filled through Postmeds, Inc. dba Truepill (“Truepill Pharmacy”), you acknowledge and agree that:
Authorization to Fill Your Prescription Order and Bill Your Insurance Company. Anytime you present your prescription(s) and your prescription insurance billing information, you are authorizing Truepill Pharmacy or one of its affiliates to bill the fee for your prescription to your insurance company or its agents, and you agree to pay any out-of-pocket copayment amount assigned by your insurance company.
Policies and Procedures. Payment in full for services, including any copayments assigned by your insurance company, are due at the time services are performed or medications are picked up or delivered. As the patient/guarantor, you are financially responsible for any fees and costs associated with any services or products you receive from Truepill Pharmacy. Co-payments will be collected at the time of service either directly by Truepill Pharmacy or by Cerebral on behalf of Truepill Pharmacy. It is your responsibility to know your insurance benefits and to provide our pharmacy with accurate and current insurance information.
If you are a patient with a secondary insurance, a coupon, or other discount permitted by law and your insurance company, it is your responsibility to provide both your insurance identification card, secondary insurance identification card, coupon, or other authorized coupon or discount card. If Truepill Pharmacy does not have the proper information for a secondary insurance, including coupons, the secondary insurance will not be billed. If your secondary insurance, coupon, or other discount is legal and permitted by your primary insurance, Truepill Pharmacy will collect payment from that secondary payor.
Truepill Pharmacy or one of its affiliates will bill your insurance as applicable, however, you are ultimately liable for any fees and costs not covered or paid by your insurance. Questions about non-payment should be directed to your insurance company. In the event that your medication is not covered by your insurance company for any reason including, but not limited to: drug not covered, non-participating pharmacy, out-of-network pharmacy, prior authorization required, step therapy required, or other rejection message the Truepill Pharmacy staff, or Cerebral on behalf of the Truepill Pharmacy staff, will review this information with you including information about how to obtain prior authorization (if applicable). You have the option of paying Truepill Pharmacy cash at its Usual & Customary rate if your medication or order is not covered by your insurance.