Innerwell on its own behalf and on behalf of one or more professional corporations incorporated, formed or authorized in one or more states and for which Innerwell provides administrative services (collectively, the “Professional Entities”), makes certain information available to you concerning remote mental health therapy and the prescription by a licensed healthcare provider, when medically appropriate, of certain DEA controlled substances (collectively, the “Services”). Our Privacy Policy details how we may use, share and maintain any information that you provide to us or to the Professional Entities. Innerwell's role is limited to making such information available to you and/or facilitate your access to the Services, on behalf of the Professional Entities as their “business associate” as that term is defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (“HIPAA”). Innerwell is independent from the Professional Entities and the healthcare providers that may provide you with Services through the Professional Entities. Innerwell is not responsible for the Professional Entities’ acts, omissions or for any content of the communications made by them to you. Innerwell does not engage in the practice of medicine or provide any other health services. 

Innerwell itself does not offer or provide any diagnosis, treatment, medical advice, or healthcare opinions. ALL INFORMATION PROVIDED ON THIS SITE OR IN CONNECTION WITH ANY COMMUNICATIONS SUPPORTED BY INNERWELL 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 AND FEDERAL LAW. USE OF THE INNERWELL SITE IS NOT A SUBSTITUTE FOR PROFESSIONAL DIAGNOSIS OR TREATMENT AND RELIANCE ON ANY INFORMATION PROVIDED BY INNERWELL IS SOLELY AT YOUR OWN RISK. INNERWELL IS NOT RESPONSIBLE FOR, AND YOU RELEASE INNERWELL FROM, ANY LOSS, LIABILITY, DAMAGE, OR HARM ARISING IN CONNECTION WITH YOUR ENGAGEMENT WITH ANY HEALTHCARE PROVIDER OR PROFESSIONAL ON OR THROUGH THE SITE OR IN CONNECTION WITH THE SERVICES.

1 - KBS Medical, P.A., a Florida professional service corporation, RJB Medical, P.C., a New York professional service corporation and KBS Medical California, P.C., a California professional corporation.

By accessing the Site, you represent and warrant the following: (i) you are at least eighteen (18) years of age, (ii) you have the legal ability and authority to enter into these TOU with Innerwell, (iii) the information you have provided to Innerwell in your registration is accurate and complete, (iv) you will comply with any and all laws applicable to your use of the Site (v) you will not interfere with a third party's use and enjoyment of the Site (vi) you will not interfere with or disrupt Innerwell's or its vendors' security measures, (vii) if any information you provide to Innerwell becomes inaccurate, incomplete or otherwise false or misleading, you will immediately notify Innerwell, and (viii) you are accessing the Site for yourself.

In connection with your relationship with Innerwell, you may provide to us, or cause to be provided to us on your behalf, personal information, including health information. We will use your information in accordance with our Privacy Policy.

Innerwell is designed to support your health decisions and choices you make. These decisions and choices are yours, and we believe that you are the best decision maker about your health and that these decisions should be made in connection with the advice you receive from a formal provider-patient relationship. Always use common sense when making health decisions. Innerwell cannot make decisions for you. Innerwell is not a place for treatment or diagnosis. Please use any information you find on the Site responsibly.

You are responsible for providing and maintaining, at your own risk, option, and expense, appropriate software and hardware capabilities (consistent with any technical, quality, or other requirements described on the Site) to enable use of the Site, including, but not limited to, a computer or mobile device with internet access. You are solely responsible for any fees, including internet connection or mobile fees that you incur while using the Site. You also have a duty to provide truthful, accurate, and complete information in any forms or other communications you submit to or through the Site. We reserve the right to change the access configuration, including any software, hardware, or other requirements of the Site at any time without prior notice.

In connection with your enrollment with Innerwell, you acknowledge and agree that the Professional Entities are not enrolled with, and are not participating providers with, any federal or state healthcare programs (i.e., Medicare, Medicaid) for the provision of any health care or mental health services or supplies and, as such, neither you nor Innerwell nor the Professional Entities may receive payment from such programs for the Services provided to you by Innerwell and/or the Professional Entities. 

By agreeing to use the Services, you acknowledge and agree that (1) you are explicitly choosing to obtain products and services on a cash basis outside of any federal or state healthcare program and you have sole financial responsibility for all Services provided to you, and (2) neither you nor Innerwell nor the Professional Entities nor any pharmacies used in connection with the Services will submit a claim for reimbursement to any federal or state healthcare program for the costs of the services and products provided to you through the Services.     

Subject to any ability to refund as outlined in the next section, you agree that you will be charged for the Services, by providing a credit card or other payment method accepted by Innerwell (“Payment Method”), and you are expressly agreeing that Innerwell is authorized to charge to the Payment Method any fees for Services, together with any applicable taxes.

You agree that authorizations to charge your Payment Method remain in effect until you cancel it in writing by notification to care@helloinnerwell.com, and you agree to notify Innerwell of any changes to your Payment Method. You certify that you are an authorized user of the Payment Method and will not dispute charges for the Services. You acknowledge that the origination of ACH transactions to your account must comply with applicable provisions of U.S. law. In the case of an ACH transaction rejected for insufficient funds, Innerwell may at its discretion attempt to process the charge again at any time within 30 days.

You agree that you will be charged for the Services on a monthly or weekly basis, based on what is reflected in your invoice.

Time spent (greater than 10 minutes) outside of session time will be charged on a prorated basis. Some examples include, but are not limited to:

• Appointments scheduled outside of the standard program blocks (i.e., meeting with your psychiatric clinician more than once per month)
• Phone calls, messages in the patient portal, voicemails, letters, emails, and texts between you and your care team, other physicians, therapists, teachers, family members, insurance companies, etc.
• Prescription refills outside of session time
• Time spent obtaining prior authorizations
• Coordination of care for emergencies, hospitalization, intensive outpatient, residential treatment, rehabilitation, etc.
• All forms (insurance, worker’s compensation, school, employer, doctor’s notes, letters, or reports) and chart reviews not completed in session
• Testimony in court, at depositions, administrative hearings, board reviews, and the time required for preparation and travel, whether requested by you or ordered by a court, board, government agency or other legal authority

Cancellation and No Shows Terms. 

By enrolling as an Innerwell member, you consent to Innerwell’s Cancellation and No-Show terms. In accordance with these terms, we reserve the right to charge you a $100 “no-show” fee should you miss an appointment without providing proper notice of cancellation at least 48 hours prior to the start time of your scheduled appointment. We also reserve the right to charge you a $100 “late cancelation” fee should you cancel or reschedule an appointment less than 48 hours prior to the start time of your scheduled appointment. This fee is directly assessed to your payment information on-file, it is not reimbursable by your insurance carrier.

Clients may request to discontinue participation in an Innerwell Care Program.  The requests must be approved by an Innerwell team member before a client becomes eligible for a refund. We are not able to accept returns for prescription medication, or for clients who do not follow the protocol for care with Innerwell. If you choose to cancel your program, you may be eligible for a full or partial refund according to the guidelines below. All cancellation and refund requests should be sent to care@helloinnerwell.com.

If you have been unresponsive or non-communicative with your care team for eight (8) or more weeks, clients participating in an Innerwell program may automatically be canceled or discontinued. Clients who are unresponsive or non-communicative with your care team for eight (8) or more weeks are not eligible for a refund due to lack of following the Innerwell program protocol. Clients who have had an outstanding balance with Innerwell for more than four (4) weeks may automatically be canceled or discontinued, and are not eligible for a refund.

Below we describe in detail how refunds work for our various care plans: (i) Foundation Plan, (ii) Extended Plan, (iii) Introductory Plan.

Foundation Plan

Full refund

• You will receive a full refund if you cancel before your initial consultation with a clinician and provide at least 48 hours' notice. You are also eligible for a full refund if you complete your initial consultation and your clinician determines that you are not a good candidate for treatment at this time.

Partial refund

• If you cancel after your initial consultation before your first medicine shipment, you will be charged a $300 cancellation fee.
• If you cancel after your initial consultation and first medicine shipment, but before your second shipment and you did not have your included psychotherapy session, you will be charged a total of $425 and the rest of your program will be refunded.
• If you cancel after your first medicine shipment, but before your second shipment and your completed your included psychotherapy session, you will be charged a total $565 and the rest of your program will be refunded.
• If you complete your first medical check-in (i.e., second appointment) with your psychiatric clinician, but ultimately decide that you do not want to proceed with your second medicine shipment, you will be charged a total of $575 (if you have not completed your included psychotherapy session) or $715 (if you have completed your included psychotherapy session) and the rest of your program will be refunded. 
• If you wish to cancel therapy services that were purchased in addition to the Foundation Plan, you will be refunded for the full cost of any services purchased that have not yet been scheduled. Once scheduled, therapy sessions can only be refunded once canceled at least 48 hours before a therapy appointment is scheduled.

No refund

• If you cancel after your second medicine shipment, you are not eligible for any refund. 
• Follow on medicine services, once purchased, are not eligible for any refund. 
• Therapy sessions, once delivered or within 48 hours of appointment time, are not eligible for any refund.

Extended Plan

Full refund

• You will receive a full refund if you cancel before your initial consultation with a clinician and provide at least 48 hours' notice. You are also eligible for a full refund if you complete your initial consultation and your clinician determines that you are not a good candidate for treatment at this time.

Partial refund

• If you cancel after your initial consultation but before your first medicine shipment, you will be charged a total of $300 and the rest of your program will be refunded.
• If you cancel after your initial consultation and first medicine shipment, but before your second shipment, you will be charged a total of $425 and the rest of your program will be refunded.
• If you cancel after your first medicine shipment, but before your second shipment and your completed your included psychotherapy session, you will be charged a total $565 and the rest of your program will be refunded.
• If you complete your first medical check-in (i.e., second appointment) with your psychiatric clinician, but ultimately decide that you do not want to proceed with your second medicine shipment, you will be charged a total of $575 (if you have not completed your included psychotherapy session) or $715 (if you have completed your included psychotherapy session) and the rest of your program will be refunded.
• If you cancel after your second shipment, but before your second medical check-in appointment with your psychiatric clinician, you will be charged a total of $1150. If you complete a second medical check-in appointment with your psychiatric clinician, but ultimately decide that you did not want a shipment, you will be charged an additional $150, for a total of $1300.
• If you cancel after your third shipment, but before your third check-in appointment with your psychiatric clinician, you will be charged $1342. If you had a check-in appointment with your psychiatric clinician, but ultimately decided that you did not want a shipment, you will be charged an additional $150 for a total of $1492.
• If you wish to cancel therapy services that were purchased in addition to the Extended Plan, you will be refunded for the full cost of any services purchased that have not yet been scheduled. Once scheduled, therapy sessions can only be refunded once canceled at least 48 hours before a therapy appointment is scheduled.

No refund

• If you cancel anytime after your fourth medicine shipment, you are not eligible for any refund.

Introductory Plan

Full refund

• You will receive a full refund if you cancel before your initial consultation with a clinician and provide at least 48 hours' notice. You are also eligible for a full refund if you complete your initial consultation and your clinician determines that you are not a good candidate for treatment at this time.
  

Partial refund

• If you cancel after your initial consultation but before your first medicine shipment, you will be charged a total of $300 and the rest of your program will be refunded.
• If you wish to cancel therapy services that were purchased in addition to the Introductory Plan, you will be refunded for the full cost of any services purchased that have not yet been scheduled. Once scheduled, therapy sessions can only be refunded once canceled at least 48 hours before a therapy appointment is scheduled.
  

No refund

• If you cancel anytime after your first medicine shipment, you are not eligible for any refund.
  

Continued Care Plans

Full refund

• If you cancel with more than 48 hours’ notice of your check-in with your clinician and your medicine has not shipped, you will receive a full refund. If you don’t have a required check-in and cancel before the medicine has shipped, you will also receive a refund.

Partial refund

• If you purchased a plan that is more expensive than the plan you and your clinician agreed on, you are eligible for a partial refund for the difference in cost between the two plans. 
• If you wish to cancel therapy services that were purchased in addition to the Continued Care Plans, you will be refunded for the full cost of any services purchased that have not yet been scheduled. Once scheduled, therapy sessions can only be refunded once canceled at least 48 hours before a therapy appointment is scheduled.
  

No refund

• If you cancel anytime after your first medicine shipment, you are not eligible for any refund.

If a client discloses information (or if information is revealed, as in a PMP controlled substance registry search, for instance) during their Innerwell initial medical consultation that was not disclosed during their onboarding process and such information leads their psychiatric clinician to determine that the client is medically or psychiatrically unfit to proceed with treatment at Innerwell, that client will be discharged from their program and will not receive a refund for said medical consultation. If a client discloses information (or if information is revealed, as in a PMP controlled substance registry search, for instance) during one of their medical follow-up visits that was not previously disclosed during a prior medical follow-up visit and such information leads their psychiatric clinician to determine that the client is medically or psychiatrically unfit to proceed with treatment at Innerwell, that client will be discharged from their program and will not receive a refund for said medical follow-up visit.

The Site and the information and content available through the Site are protected by copyright laws throughout the world. Subject to these TOU, Innerwell grants you a limited, non-transferable, and revocable license to access and use the Site for your personal use. Unless otherwise specified by Innerwell in a separate license, your right to use any of the services available through the Site is subject to these TOU and all rights are reserved by Innerwell. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights incorporated in or accompanying this Site.

Any use or attempted use of this Site (1) for any unlawful, unauthorized, fraudulent, or malicious purpose; (2) that could damage, disable, overburden, or impair the Site; (3) that could interfere with any other party’s use and enjoyment of the Site; (4) to gain unauthorized access to any other accounts, computer systems, or networks connected to any server or systems through hacking, password mining, or any other means; or (5) for any other use other than the business purpose of which it was intended, is prohibited. Innerwell reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of a user’s access and/or account. Innerwell further reserves the right to monitor general use of the Site at any time as it deems appropriate and to remove any materials that may violate these TOU.

Innerwell may terminate your use of the Site or any of Innerwell’s features or services at any time and for any reason without notice. You agree that if your use of the Site is terminated pursuant to these TOU, you will not attempt to use the Site under any name, real or assumed. Except as otherwise provided in the Privacy Policy, or as required by applicable law, we have no obligation, whether before or after the termination of your use of the Site, to return or otherwise provide to you any information to use, or any other information that we have that relates to you.

Innerwell may provide links to third-party websites. Innerwell does not recommend and does not endorse the content on any third-party websites. Innerwell is not responsible for the content of linked third-party sites, sites framed within the Site, third-party sites provided as search results, or third-party advertisements. Your use of third-party websites is at your own risk, and subject to the terms and conditions of use for such sites. Innerwell does not endorse any product, service, or treatment advertised on the Site. Innerwell does not control and is not responsible for the privacy practices of such third parties. Innerwell encourages you to review the privacy policies of each website and application you visit and use.

Our service is intended SOLELY for use by individuals who are at least eighteen (18) years of age or such older age as may be required by applicable state laws in the jurisdiction in which an individual accesses the Site. The Site is not designed or intended to attract, and is not directed to, children under eighteen (18) years of age. If Innerwell obtains actual knowledge that it has collected personal information through the Site from a person under eighteen (18) years of age, Innerwell will use reasonable efforts to refrain from using such personal information or maintaining it in retrievable form. Individuals under eighteen (18) years of age (and/or their parent or guardian) may contact Innerwell if they believe their personal information has been collected and/or displayed on the Site and request its removal and/or destruction.

Please note that Innerwell is not required to erase or otherwise eliminate, or enable erasure or elimination of such content or information in certain circumstances, such as, for example: (1) when an international, federal, state, or local law, rule, or regulation requires Innerwell to maintain the content or information; (2) when Innerwell maintains the content or information on behalf of a user’s healthcare provider as part of such user’s medical record; (3) when the content or information is stored or posted to the Site by a third party other than the user (including any content or information posted by the user that was stored, republished, or reposted by the third party); (4) when Innerwell anonymizes the content or information, so that such user cannot be identified individually; (5) when such user does not request that such information be removed from the Site; and (6) when such user has received compensation or other consideration for providing the content or information.

The foregoing is not intended to be an admission that Innerwell is subject to the Child Online Privacy Protection Act, the Federal Trade Commission’s Children’s Online Privacy Online Protection Rule(s), or any similar international, federal, state, or local laws, rules, or regulations.

When you create an account with Innerwell, you are creating a direct customer relationship with Innerwell that enables you to access and/or utilize various functions of the Site. As part of that relationship, you will provide certain information to Innerwell, including but not limited to, your name, email address, shipping address, phone number, and certain transactional information that Innerwell does not consider to be “protected health information” or “medical information”. Innerwell will use the data and information that you provide in accordance with its Privacy Policy.

Innerwell may retain your information for (1) as long as it believes necessary; (2) as long as necessary to comply with its legal obligations, resolve disputes, and/or enforce agreements; or (3) as long as needed to provide its users with the Services. Innerwell may dispose of or delete any such information at any time, except as set forth in any other agreement or document executed by Innerwell or as required by law. Please see the Privacy Policy for additional information about how your data will be handled by Innerwell.

In connection with any transaction they conduct through the Site, users of the Site may be asked to supply certain information relevant to the transaction, including, without limitation, credit card numbers and expiration dates, billing addresses, shipping addresses, phone numbers, or email addresses. By submitting such information, users grant Innerwell without charge the irrevocable, unencumbered, universal, and perpetual right to provide such information to third parties for the purpose of facilitating the transaction.

No delay or omission by Innerwell to exercise any right or power it has under these TOU or to object to the failure of any covenant of you to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. Any waivers by Innerwell must be in writing and signed by an authorized representative of Innerwell.

These TOU, the Privacy Policy, and Innerwell’s collection, use, and disclosure of information are governed by United States law.

Innerwell strives to use reasonable physical, technical, and administrative measures to protect information under its control. However, you as a user of the Site are responsible for keeping your account passwords and login information secure and confidential, and you are responsible for any and all use of the Site. If you have reason to believe that the security of your account has been compromised, please notify us immediately at care@helloinnerwell.com. 

In accessing our services, you agree you will not harm, harass, threaten, abuse, defame, demean, discriminate against, or intimidate any affiliated health care provider who provides health care services related to the Services, as we determine in our sole discretion

As a User of the Site, you may choose to not provide us with certain information, but this may limit the features you will be able to use, or it may prevent you from using the Site all together. You may also choose to opt out of receiving certain communications from Innerwell.

Innerwell may supplement, amend, or otherwise modify these TOU at any time. When we make changes, we will revise the “last modified” date at the bottom of this document. We encourage you to review these TOU periodically.

YOUR ACCESS AND USE OF THE SITE IS VOLUNTARY AND IS AT YOUR SOLE RISK. INNERWELL DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, SATISFACTORY QUALITY AND FITNESS FOR PARTICULAR PURPOSE WITH REGARD TO THE SITE AND WITH RESPECT TO ANY INFORMATION, CONTENT, PRODUCT, SERVICE, MERCHANDISE, OR OTHER MATERIAL PROVIDED ON OR THROUGH THE SITE. INNERWELL DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR USEFULNESS OF THE SITE. INNERWELL DOES NOT WARRANT THAT THE SITE WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, OR IMPERFECTIONS.

IN NO EVENT SHALL INNERWELL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RESULTING FROM ACCESS TO, THE USE OR LOSS OF USE, OR INABILITY TO USE THIS SITE OR ANY OTHER SITE LINKED TO THIS SITE, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OF DATA, STATEMENT OR CONDUCT OF ANY THIRD PARTY, ANY INFORMATION, SITE, ERRORS, OR OMISSIONS IN THE CONTENT HEREOF, OR ANY OTHER MATTER RELATING TO YOUR USE OF OR ACCESS TO THE SITE. SOME STATE STATUTES MAY APPLY REGARDING LIMITATION OF LIABILITY.

YOU HEREBY RELEASE AND FOREVER WAIVE AND DISCHARGE ANY AND ALL CLAIMS AND LIABILITIES YOU MAY HAVE AGAINST INNERWELL FROM ANY AND ALL MATTERS RELATING TO YOUR USE OF THE SITE.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OR IF YOU SEEK TO ASSERT ANY CLAIM AGAINST INNERWELL ARISING OUT OF OR RELATING TO THE TERMS AND CONDITIONS OF YOUR USE OF THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

These TOU and any other agreements Innerwell may post on the Site or that you and Innerwell may execute from time to time constitute the entire agreement between Innerwell and you in connection with your use of the Site and supersede any prior agreements between Innerwell and you regarding use of the Site, including prior versions of these TOU.

Accessing this Site or use of any of its content or services from locations where such access or use of its content or services is illegal is prohibited. Notwithstanding the laws of the location from which you access the Site, you agree that the statutes and laws of the State of Florida, notwithstanding any principles of conflicts of law, will apply to all matters relating to the use of the Site. You irrevocably submit to the exclusive jurisdiction of the courts of the State of Florida, Broward County, in respect of all matters and disputes arising hereunder and waive any defense of lack of personal jurisdiction in that jurisdiction.

If any part of these TOU are deemed unlawful, void, or unenforceable, such part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

In the event of any dispute between you and Innerwell, you agree that such dispute shall be resolved through arbitration in Broward County, Florida by the American Health Lawyers Association (“AHLA”) Dispute Resolution Service and conducted pursuant to the applicable AHLA Rules of Procedure for Arbitration (the “Arbitration Rules”). The fees and expenses of any arbitration shall be allocated in accordance with the “Standard Allocation” provisions of the Arbitration Rules. The award of the arbitrator shall be final, binding and conclusive on all parties to the arbitration.

When we make changes, we will revise the “last modified” date at the bottom of this document. We encourage you to review these TOU periodically. Your continued use of Innerwell constitutes your agreement to the changed TOU.

Last Modified:  March 24, 2023