Platform Terms of Service

1Definitions

1.1 “Authorized User” means a person permitted by a Customer to access the Service, including clinic staff, licensed prescribers, administrators, pharmacy personnel, and patients where applicable.

1.2 “Customer” means the person or entity that enters into an Order Form, Master Services Agreement, or other agreement with Thrival or otherwise establishes an Account.

1.3 “Clinical Partner” means an independently owned and operated medical group, professional entity, or licensed healthcare professional that provides clinical services through or in connection with the Service.

1.4 “Pharmacy Partner” means an independently owned and operated, properly licensed pharmacy that receives lawful prescriptions or orders through or in connection with the Service.

1.5 “Customer Site” means a website, landing page, patient portal, mobile application, or other patient-facing experience operated by or for a Customer, including a white-labeled experience supported by Thrival.

1.6 “Order Form” includes any signed order form, service schedule, statement of work, pricing schedule, or similar document identifying the Service purchased by Customer.

1.7 “Protected Health Information” or “PHI” has the meaning assigned by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (“HIPAA”).

2Description of the Service

2.1 Software Infrastructure. Thrival provides technology and administrative infrastructure that can support the launch and operation of telehealth and prescribing programs. Depending on the applicable plan and Order Form, the Service may include provider and clinic portals, patient intake and eligibility workflows, electronic consents, patient messaging, electronic signatures, patient and staff accounts, prescription workflow management, audit logs, order and shipment tracking, APIs, white-labeled websites and patient experiences, and mobile-accessible functionality.

2.2 Prescription Routing Connectivity. The Service may connect Authorized Users to third-party prescription-routing networks and pharmacy-transmission providers. Thrival does not control network availability, pharmacy participation, formulary information, clinical alerts, or third-party transmission decisions. Only a properly credentialed and authorized prescriber may approve, sign, or transmit a prescription.

2.3 Clinical Network Access. Where included in an Order Form, the Service may facilitate access to independent Clinical Partners for asynchronous or synchronous telehealth consultations. Clinical Partners, not Thrival, are solely responsible for evaluating patients, establishing any practitioner-patient relationship, making diagnoses, determining medical necessity, selecting treatment, issuing prescriptions, documenting care, obtaining clinical consents, and meeting continuity-of-care duties.

2.4 Pharmacy Fulfillment Routing. Where included in an Order Form, the Service may transmit valid prescriptions and related information to independent Pharmacy Partners, including state-licensed pharmacies that compound under section 503A of the Federal Food, Drug, and Cosmetic Act. Pharmacy Partners, not Thrival, determine whether to accept a prescription, whether a preparation may lawfully be compounded or dispensed, the formulation and labeling, pricing charged by the pharmacy, shipping method, and all pharmacy practice decisions.

2.5 Payment Routing. Thrival does not operate a proprietary “Thrival Checkout.” Payment functionality is provided through independent payment processors, acquiring banks, card networks, or other processor-network participants. Thrival may integrate or coordinate those services but does not guarantee approval, settlement, chargeback outcomes, uninterrupted processing, or continued processor availability.

2.6 Service Availability. Features vary by Customer, jurisdiction, third-party integration, and Order Form. Marketing descriptions are illustrative and do not amend the applicable Order Form or guarantee that every feature is available to every Customer.

3Thrival's Limited Role

3.1 Technology Company. Thrival is a software and administrative infrastructure company. Thrival is not a medical practice, pharmacy, manufacturer, wholesaler, laboratory, insurance company, or emergency service. Thrival does not independently practice medicine, diagnose patients, prescribe medications, compound or dispense medications, guarantee treatment outcomes, or substitute its judgment for a licensed healthcare professional or pharmacist.

3.2 Independent Parties. Clinical Partners, Pharmacy Partners, payment processors, carriers, and other third parties are independent entities. They are not employees or agents of Thrival solely because they use or connect to the Service. Nothing in these Terms creates a partnership, joint venture, employment relationship, or clinical relationship between Thrival and any patient.

3.3 No Doctor-Patient Relationship With Thrival. Use of the Service does not create a doctor-patient, pharmacist-patient, fiduciary, or other professional relationship between Thrival and any person. Any professional relationship exists only between the patient and the applicable licensed professional or entity.

3.4 No Emergency Care. The Service must not be used for medical emergencies, urgent conditions requiring immediate evaluation, or crisis services. Customers must prominently direct patients to call 911 or seek appropriate emergency care when necessary.

3.5 No Legal Advice. Operational information regarding MSO, professional entity, telehealth, pharmacy, or payment structures is general business support and not legal advice. Customers must consult qualified counsel for their structure and operations.

4Accounts, Eligibility, and Security

4.1 Eligibility. Authorized Users must be at least 18 years old, have legal capacity to enter into these Terms, and use the Service only for lawful business or professional purposes.

4.2 Accurate Information. Customer must provide and maintain accurate legal name, business registration, physical address, contact information, ownership information, licenses, credentials, tax information, websites, affiliates, and any other information reasonably requested by Thrival or a third-party service provider.

4.3 Credentialed Access. Customer must assign roles accurately. Only licensed prescribers with active authority in the patient's jurisdiction may use prescriber functions. Non-prescribing staff may prepare information but may not make clinical decisions, approve prescriptions, or use another person's credentials.

4.4 Security. Customer and Authorized Users are responsible for passwords, multifactor authentication, workstation security, access controls, and all activity under their Accounts. Credentials may not be shared. Customer must promptly notify Thrival at customersupport@thrivalhealthsolutions.com of suspected unauthorized access, credential compromise, privacy incident, or security event.

4.5 Suspension. Thrival may suspend access reasonably believed to present a patient-safety, security, fraud, regulatory, payment, or legal risk while the matter is investigated.

5Healthcare Compliance Requirements

5.1 Customer Responsibility. Customer is solely responsible for determining and complying with all laws, regulations, board rules, professional standards, guidance, payer requirements, card-network requirements, advertising-platform policies, and licensing obligations applicable to Customer's business, services, providers, pharmacies, products, patients, and jurisdictions.

5.2 Licensure and Business Registration. Customer must maintain all business registrations, assumed-name filings, professional entity approvals, facility licenses, telemedicine registrations, prescriber licenses, pharmacy licenses, controlled-substance registrations, and other authorizations required for the services offered and each jurisdiction served.

5.3 Provider Credentialing. Before permitting a person to provide clinical services or prescribe through the Service, Customer must verify and continuously monitor that person's identity, education, active professional license, scope of practice, prescribing authority, sanctions and exclusions, and any required DEA registration. Customer must immediately restrict access when a credential expires, is limited, or is subject to adverse action.

5.4 State-Specific Practice. Clinical services may be offered only where the applicable Clinical Partner and individual clinician are legally authorized to practice and where the telehealth modality, consent process, standard of care, prescribing method, and technology satisfy the patient-state requirements.

5.5 Legitimate Practitioner-Patient Relationship. No prescription may be issued, facilitated, transmitted, or fulfilled unless a licensed prescriber has established a valid practitioner-patient relationship and completed the examination, review, consultation, and documentation required by law and professional standards. An intake questionnaire alone may not be treated as sufficient when applicable law requires additional interaction or examination.

5.6 Valid Prescriptions. The Service may be used only for valid prescriptions issued for a legitimate medical purpose by a licensed and authorized prescriber acting in the usual course of professional practice. Customer may not pre-sign, auto-approve, rubber-stamp, fabricate, alter, backdate, or transmit prescriptions without the prescriber's independent review and authorization.

5.7 Controlled Substances. The Service may not be used to prescribe or facilitate controlled substances unless Thrival expressly enables the applicable functionality in writing and Customer, the prescriber, the Clinical Partner, the Pharmacy Partner, and all technology vendors comply with every applicable federal and state requirement, including DEA and electronic prescribing of controlled substances requirements.

5.8 Lawful Medications. Customer may not promote, prescribe, route, sell, or dispense any medication or substance that is prohibited, withdrawn for safety, counterfeit, adulterated, misbranded, unlawfully marketed, or not lawfully prescribable or dispensable in the applicable jurisdiction.

5.9 503A Compounding. A compounded preparation routed to a Pharmacy Partner operating under section 503A must be based on a valid prescription for an identified individual patient, except for limited anticipatory compounding permitted by law. Customer may not use a 503A pharmacy to obtain bulk office stock or engage in conventional manufacturing or wholesale distribution. The prescribing practitioner and dispensing pharmacy must independently determine that the compounded preparation is lawful and clinically appropriate for the identified patient.

5.10 Compounded-Drug Disclosures. Customer must not represent a compounded medication as FDA-approved. Patient-facing materials must clearly and accurately explain, where applicable, that compounded drugs are not FDA-approved and that the FDA does not verify their safety, effectiveness, or quality before marketing. Customer must also provide any disclosure required by the prescriber's state, the dispensing pharmacy's state, the patient's state, or applicable professional standards.

5.11 No Improper Substitution or Copying. Customer may not request or facilitate compounding that is an unlawful essentially-copy product, uses an impermissible bulk substance, or otherwise fails to meet applicable federal or state compounding conditions.

5.12 Pharmacy Licensure and Contact Information. Customer must use Pharmacy Partners licensed or otherwise authorized to dispense into the patient's jurisdiction. Patients must be able to identify and contact the actual dispensing pharmacy, including its legal name, physical address, telephone number, and other information required by law.

5.13 Affiliates and Partners. Customer must disclose to Thrival all Clinical Partners, Pharmacy Partners, payment processors, fulfillment partners, marketing affiliates, domains, and other material participants in Customer's healthcare program. Customer must not knowingly work with a partner that operates unlawfully or fails required accreditation or certification. Thrival may require evidence that a partner is LegitScript-certified or accredited by another recognized body where applicable to the program or processor.

5.14 Discipline and Regulatory History. Customer must provide truthful and complete information regarding material criminal, civil, licensing, regulatory, board, payment-network, advertising-platform, and disciplinary history of Customer, its principals, and associated healthcare professionals when requested. Customer must promptly notify Thrival of new investigations, warning letters, sanctions, exclusions, suspensions, restrictions, or other adverse actions.

5.15 Adverse Events and Complaints. Customer and its Clinical and Pharmacy Partners are responsible for receiving, documenting, escalating, and reporting adverse events, medication errors, product quality complaints, patient grievances, and required regulatory reports. Thrival may assist with routing but does not replace those duties.

6Customer Sites, Patient Services, and Transparency

6.1 Public Disclosures. Each Customer Site must prominently display the Customer's legal or registered business name, physical business address, working telephone number or support method, customer-support email, privacy policy, terms, refund and cancellation policy, shipping and fulfillment expectations, telehealth consents, and any other legally required disclosure.

6.2 Service Jurisdictions. Customer Sites must clearly and accurately disclose every state or jurisdiction in which clinical services and pharmacy fulfillment are available. Customer may not claim nationwide or “all 50 states” availability unless the relevant Clinical and Pharmacy Partners are authorized and operational for the specific service and patient at issue.

6.3 Identity of Providers and Pharmacies. Customer must accurately identify the legal entity providing clinical care and the pharmacy dispensing each prescription. Customer may not imply that Thrival itself is the provider, prescriber, pharmacy, manufacturer, or seller of medication.

6.4 Pricing and Financial Transparency. Before a patient incurs a charge, Customer must clearly disclose material pricing, recurring subscription terms, consult fees, medication and pharmacy charges, shipping charges, cancellation terms, refund eligibility, and the identity of the merchant or merchants of record. Fees may not be deceptive, hidden, or misleading.

6.5 Continuity of Care. Customer and the applicable Clinical Partner must maintain reasonable procedures for follow-up, prescription questions, test results, refills, adverse events, urgent concerns, records access, and transition of care if a program ends or a provider becomes unavailable.

6.6 Patient Choice. Customer may not improperly restrict a patient's lawful choice of pharmacy or provider where applicable law requires such choice. Any network limitation must be accurately disclosed and legally permissible.

7Advertising and Marketing Compliance

7.1 Truthful Advertising. All advertising, website content, testimonials, social-media content, influencer content, pricing claims, before-and-after materials, and promotional statements must be truthful, accurate, substantiated, and not misleading.

7.2 No Guarantees or Unsupported Claims. Customer may not guarantee clinical outcomes, weight loss, cure, prevention, safety, efficacy, availability, approval, or suitability. Medical and scientific claims must be supported by competent and reliable evidence and presented consistently with applicable FDA, FTC, state board, platform, and professional requirements.

7.3 Prescription Drug Promotion. Customer must not advertise prescription medications in a manner that unlawfully promotes off-label use, omits material risk information where required, encourages prescribing without a proper clinical evaluation, or targets persons for whom the product is not appropriate.

7.4 Compounded Products. Customer must clearly distinguish compounded preparations from FDA-approved drug products and may not use the name, trade dress, or claims of an FDA-approved product in a deceptive or infringing manner.

7.5 Platform Rules. Customer must comply with the rules of Google, Meta, Microsoft, TikTok, payment networks, and any other advertising or commerce platform used. Customer may not misrepresent certification status, circumvent platform enforcement, or use a LegitScript seal or claim to be LegitScript-certified unless and only for the scope and period expressly approved by LegitScript.

7.6 Affiliates and Lead Generators. Customer is responsible for marketing affiliates, agencies, lead generators, referral partners, and influencers. Such parties must not make claims or engage in practices that Customer could not lawfully make or perform directly.

8Privacy, HIPAA, and Data Security

8.1 Privacy Policy. Thrival's collection and use of personal information is described in the applicable Thrival Privacy Policy. Customer must maintain its own legally compliant privacy policy for each Customer Site and ensure that its practices match its disclosures.

8.2 HIPAA Roles. Where Thrival creates, receives, maintains, or transmits PHI on behalf of a covered entity or business associate, the parties will enter into a Business Associate Agreement (“BAA”) when required. If there is a conflict concerning PHI, the BAA controls.

8.3 Minimum Necessary and Authorized Use. Customer may access and use PHI and other sensitive data only as permitted by law, applicable patient authorization, the BAA, the Order Form, and legitimate treatment, payment, healthcare-operations, or administrative purposes.

8.4 Customer Safeguards. Customer must implement appropriate administrative, physical, and technical safeguards, including workforce training, role-based access, secure devices, secure networks, encryption where appropriate, incident response, vendor management, data retention, and termination of access when no longer required.

8.5 Prohibited Data Practices. Customer may not sell patient data, use PHI for advertising without valid authorization, upload unlawfully obtained data, use tracking technologies in a manner that violates privacy or healthcare laws, or disclose sensitive data through insecure channels.

8.6 Security Incidents. Customer must promptly notify Thrival of any actual or suspected impermissible use or disclosure, ransomware, credential compromise, unauthorized access, data loss, or other security incident involving the Service. Each party will comply with legally required investigation and notification duties.

8.7 Data Processing. Thrival may use service and usage data to provide, secure, maintain, troubleshoot, and improve the Service, subject to applicable law, the Privacy Policy, and any BAA. Thrival will not sell personal or patient data for third-party advertising.

9Payments, Processors, and Financial Responsibilities

9.1 Independent Processors. Payments are processed by independent payment processors and financial institutions. Customer agrees to their terms, underwriting, monitoring, reserves, chargeback, prohibited-business, and data requirements.

9.2 Merchant of Record. The applicable Order Form or processor arrangement will identify the merchant of record. Unless a written agreement expressly states otherwise, Thrival is not the seller of record for clinical services or medications and does not take title to medications.

9.3 Payment Routing Authorization. To the extent Customer authorizes Thrival to coordinate or route funds among Customer, Clinical Partners, Pharmacy Partners, or other recipients, Customer represents that the arrangement is lawful and accurately disclosed to patients. Thrival may rely on Customer's instructions and processor records.

9.4 Refunds and Chargebacks. Customer is responsible for its patient-facing refund, cancellation, and chargeback policies and for responding to disputes, except to the extent an Order Form assigns a specific responsibility to Thrival. Thrival may suspend payment-related functionality if required by a processor or if activity presents legal, fraud, or reputational risk.

9.5 No Circumvention. Customer may not bypass required processor controls, conceal the nature of healthcare transactions, miscode transactions, split transactions to evade monitoring, use an undisclosed domain, or otherwise circumvent payment-network or certification requirements.

10Fees, Taxes, and Orders

10.1 Fees. Customer will pay the subscription, implementation, consult-routing, transaction, integration, support, pharmacy-routing, and other fees stated in the applicable Order Form or invoice. Fees and billing cycles may vary by service.

10.2 Taxes. Fees are exclusive of taxes unless stated otherwise. Customer is responsible for taxes arising from its use of the Service or transactions, other than taxes imposed on Thrival's net income.

10.3 Disputes. Customer must notify Thrival of a good-faith billing dispute within the period stated in the Order Form, or, if none is stated, within 30 days after the invoice date. Undisputed amounts remain payable.

10.4 Order Form Controls. If these Terms conflict with a signed Order Form or Master Services Agreement, the signed agreement controls for that conflict. No oral statement changes the parties' written agreement.

11Acceptable Use

11.1 Customer may not use the Service to violate law; harm patients; infringe rights; transmit malware; scrape or reverse engineer the Service; access another account; evade security controls; send unlawful spam; impersonate another person; falsify credentials or records; or interfere with the Service.

11.2 Customer may not upload content it lacks the right to use; make discriminatory, abusive, obscene, fraudulent, or deceptive content available through the Service; or use the Service to facilitate unlawful prescribing, pharmacy activity, kickbacks, fee-splitting, patient brokering, or healthcare fraud.

11.3 Customer may not use de-identified or aggregated data to re-identify an individual, and may not use the Service to train or operate automated clinical decision systems unless expressly authorized in writing and compliant with applicable law.

12Communications

12.1 Email and SMS. If Customer uses email, SMS, or other messaging through the Service, Customer must obtain legally required consent, honor opt-outs, use accurate sender identification, and comply with CAN-SPAM, the Telephone Consumer Protection Act, state privacy laws, carrier rules, and applicable healthcare confidentiality requirements.

12.2 Sensitive Information. Customer must not transmit PHI or other sensitive information through ordinary email or SMS unless the transmission is permitted by law, reasonably secured, and consistent with the patient's preferences and consent.

12.3 Service Messages. Thrival may send administrative, security, billing, and operational messages concerning the Service. These are not marketing messages and may be necessary for Account use.

13Third-Party Services

13.1 The Service depends on third parties, which may include prescription-routing networks, payment processors, banks, card networks, Clinical Partners, Pharmacy Partners, shipping carriers, identity-verification vendors, hosting vendors, communications providers, and analytics or security vendors.

13.2 Third-party services are governed by their own terms and privacy practices. Thrival does not guarantee their availability, accuracy, licensure, acceptance of a transaction, or continued integration. A third party may change, suspend, or discontinue service without Thrival's control.

13.3 Customer must use third-party services only within the scope authorized by the applicable provider and may be required to complete separate credentialing, contracting, certification, or underwriting.

14Intellectual Property and Customer Content

14.1 Thrival Materials. Thrival and its licensors own the Service, software, workflows, documentation, designs, trademarks, and related intellectual property, excluding Customer Content and third-party materials. No rights are granted except the limited right to use the Service during the applicable subscription term.

14.2 Customer Content. Customer retains ownership of content, branding, forms, and data it lawfully supplies (“Customer Content”). Customer grants Thrival a nonexclusive, worldwide license to host, process, display, transmit, and modify Customer Content solely as necessary to provide, secure, support, and improve the Service and fulfill written instructions.

14.3 Customer Warranty. Customer represents that it has all rights and permissions required for Customer Content and that the content is accurate, lawful, and not misleading.

14.4 Feedback. Thrival may use non-confidential feedback without restriction or compensation, provided it does not disclose PHI or Customer Confidential Information.

15Confidentiality

15.1 Each party may receive nonpublic business, technical, financial, security, pricing, patient, provider, pharmacy, customer, or operational information of the other (“Confidential Information”). The receiving party will protect it using reasonable care, use it only for the parties' relationship, and disclose it only to personnel and contractors with a need to know and appropriate confidentiality duties.

15.2 Confidential Information does not include information the receiving party can document was lawfully known without restriction, independently developed, rightfully received from a third party, or publicly available without breach.

15.3 If disclosure is legally required, the receiving party will, when legally permitted, provide prompt notice and disclose only what is required.

15.4 PHI is governed by the BAA in addition to this Section.

16Term, Suspension, Termination, and Continuity

16.1 Term. These Terms remain effective while Customer or any Authorized User accesses the Service. Subscription terms, renewal, cancellation, and notice periods are stated in the applicable Order Form or Master Services Agreement.

16.2 Suspension or Termination. Thrival may suspend or terminate access for nonpayment, material breach, unlawful activity, credential or licensing failure, security risk, patient-safety risk, processor or network direction, certification issue, fraud, reputational risk, or conduct reasonably likely to harm Thrival or third parties.

16.3 Data and Transition. Subject to law, the BAA, payment of amounts due, and technical feasibility, Thrival will provide reasonable transition assistance described in the applicable agreement. Customer remains responsible for maintaining records and obtaining legally required copies or exports.

16.4 Continuity of Care. Customer and Clinical Partners must ensure that suspension or termination does not improperly abandon patients or interrupt necessary care. Customer must provide patient notices, alternative contacts, records access, refill or transition planning, and emergency instructions as required by law and professional standards.

16.5 Survival. Payment obligations, confidentiality, intellectual property, disclaimers, indemnification, limitations of liability, dispute resolution, and other provisions that by their nature should survive will survive termination.

17Disclaimers

17.1 THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, THRIVAL DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR A PARTICULAR CLINICAL OR REGULATORY PURPOSE.

17.2 THRIVAL DOES NOT WARRANT OR GUARANTEE PATIENT ELIGIBILITY, PROVIDER AVAILABILITY, PHARMACY ACCEPTANCE, MEDICATION AVAILABILITY, SHIPPING TIME, PAYMENT APPROVAL, ADVERTISING APPROVAL, LEGITSCRIPT CERTIFICATION, PRESCRIPTION-ROUTING NETWORK AVAILABILITY, CLINICAL OUTCOMES, OR COMPLIANCE OF CUSTOMER'S BUSINESS.

17.3 CLINICAL AND PHARMACY DECISIONS ARE MADE BY INDEPENDENT LICENSED PROFESSIONALS. CUSTOMER AND PATIENTS MUST DIRECT MEDICAL OR PHARMACY QUESTIONS TO THE APPLICABLE PROFESSIONAL.

18Indemnification

18.1 To the maximum extent permitted by law, Customer will defend, indemnify, and hold harmless Thrival and its affiliates, officers, directors, employees, and agents from third-party claims, losses, penalties, investigations, damages, and reasonable attorneys' fees arising from: (a) Customer's or an Authorized User's use of the Service; (b) clinical care, prescribing, dispensing, compounding, fulfillment, shipping, advertising, pricing, or patient communications controlled by Customer or its partners; (c) Customer Content; (d) breach of these Terms or an Order Form; or (e) violation of law, privacy rights, intellectual property rights, or professional duties.

18.2 Thrival will promptly notify Customer of a covered claim and provide reasonable cooperation. Customer may not settle a claim in a manner that admits fault by Thrival, imposes obligations on Thrival, or fails to fully release Thrival without Thrival's written consent.

19Limitation of Liability

19.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THRIVAL WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, SUBSTITUTE SERVICES, CLINICAL OUTCOMES, OR THIRD-PARTY ACTS, EVEN IF ADVISED OF THE POSSIBILITY.

19.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THRIVAL'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO THRIVAL FOR THE AFFECTED SERVICE DURING THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

19.3 The exclusions and limitations in this Section apply to the fullest extent permitted by law and do not limit liability that cannot lawfully be excluded.

20Dispute Resolution; Texas Law

20.1 Informal Resolution. Before filing a formal claim, a party must send written notice describing the dispute and requested relief to customersupport@thrivalhealthsolutions.com. The parties will attempt in good faith to resolve the dispute for at least 30 days.

20.2 Binding Arbitration. Except for eligible small-claims matters or requests for temporary injunctive relief concerning confidentiality, security, or intellectual property, disputes arising from these Terms or the Service will be resolved by confidential, final, and binding arbitration before one neutral arbitrator in Houston, Texas, administered by JAMS under its applicable commercial rules. The Federal Arbitration Act governs this arbitration provision.

20.3 Individual Basis. Claims may be brought only on an individual basis and not as a plaintiff or class member in a class, collective, consolidated, mass, or representative action, to the extent enforceable by law. The arbitrator may award relief only to the individual party seeking relief.

20.4 Jury Trial Waiver. TO THE EXTENT A DISPUTE PROCEEDS IN COURT, EACH PARTY KNOWINGLY WAIVES THE RIGHT TO A JURY TRIAL.

20.5 Governing Law and Venue. These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules. Any court proceeding permitted under these Terms must be brought exclusively in the state or federal courts located in Harris County, Texas, and each party consents to personal jurisdiction and venue there.

20.6 Severability. If any portion of this Section is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain effective, except where applicable law requires a different result.

21General Terms

21.1 Changes. Thrival may update these Terms by posting a revised version and changing the “Last Updated” date. Material changes will be communicated through the Service, email, or another reasonable method. Continued use after the effective date constitutes acceptance to the extent permitted by law.

21.2 Assignment. Customer may not assign these Terms without Thrival's prior written consent. Thrival may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets.

21.3 Force Majeure. Neither party is liable for delay caused by events beyond reasonable control, including internet or cloud outages, cyberattacks, labor disputes, carrier disruption, pharmacy or provider shortage, government action, epidemic, natural disaster, or third-party network failure, except for payment obligations.

21.4 Notices. Operational notices may be sent electronically. Formal legal notices to Thrival must be sent by email to customersupport@thrivalhealthsolutions.com and by nationally recognized overnight delivery to: Thrival Health LLC, 3120 Southwest Fwy Ste 101, PMB #570782, Houston, Texas 77098-4520, United States.

21.5 Entire Agreement. These Terms, the Privacy Policy, any BAA, the applicable Order Form, and any Master Services Agreement constitute the entire agreement concerning the Service and supersede prior discussions on that subject.

21.6 No Waiver. Failure to enforce a provision is not a waiver. Headings are for convenience only.

21.7 Contact. Questions about the Service or these Terms may be sent to customersupport@thrivalhealthsolutions.com.