Terms of Service

Welcome to Embirwell. These Terms of Service (“Terms”) govern your access to and use of the Embirwell website, applications, and virtual care services (collectively, the “Services”). By creating an account or using our Services, you agree to be bound by these Terms. If you do not agree, please do not use our Services.

1. Eligibility

To use Embirwell's Services, you must:

• Be at least 18 years of age.
• Be a resident of a U.S. state where Embirwell operates and where our clinicians are licensed to practice.
• Provide accurate, complete, and current information during registration and throughout your use of the Services.

We reserve the right to refuse or discontinue service if we determine that you do not meet these eligibility requirements or if providing care would not be clinically appropriate.

2. Nature of Services and Telehealth Consent

Embirwell provides virtual healthcare services focused on menopause and perimenopause care. Our Services are delivered through asynchronous consultations (messaging) and, in some cases, synchronous video or phone visits with licensed healthcare providers. By using our Services, you consent to receiving care via telehealth technology and acknowledge the following:

• Telehealth consultations differ from in-person visits. Your provider will rely on information you provide, and certain examinations or procedures are not possible through telehealth.
• Your provider may determine that your condition requires in-person care and may refer you to a local healthcare provider.
• Electronic communications carry inherent risks, including potential technical failures or security breaches. We use encryption and industry-standard safeguards to mitigate these risks.
• You have the right to withdraw your consent to telehealth at any time, which may result in discontinuation of services.

3. Not for Emergencies

Embirwell is not an emergency medical service. Our Services are not designed to address medical emergencies, life-threatening conditions, or situations requiring immediate in-person care. If you are experiencing a medical emergency, call 911 or go to your nearest emergency room immediately. Do not rely on Embirwell for urgent or emergency medical needs.

4. Your Account

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately if you suspect unauthorized access to your account. Embirwell is not liable for any loss or damage arising from your failure to protect your account information.

You agree to provide truthful and accurate health information. Providing false or misleading information may compromise the quality of your care and may result in termination of your account.

5. Payment Terms

By subscribing to Embirwell, you agree to pay the fees associated with your selected plan. Key terms include:

• Recurring billing: subscription fees are billed on a recurring basis (monthly or as otherwise specified). You authorize us to charge your payment method on file for each billing cycle.
• Medication costs: prescription medications are not included in your subscription fee unless explicitly stated. Medication costs vary and are charged separately at the time of fulfillment.
• Cancellation: you may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. We do not provide prorated refunds for partial billing periods.
• Price changes:we may modify our pricing with at least 30 days' notice. Continued use of the Services after a price change constitutes acceptance of the new pricing.

6. Insurance

Embirwell does not currently accept insurance. Our Services are provided on a direct-pay basis. We may provide documentation to help you seek reimbursement from your insurance provider, but we make no guarantee that your insurer will cover our Services.

7. Prescriptions and Medications

If your provider determines that prescription medication is appropriate, prescriptions will be sent to a licensed pharmacy for fulfillment. Prescription decisions are made solely by your treating clinician based on their clinical judgment. Embirwell does not guarantee that any particular medication will be prescribed. All prescribing is subject to applicable federal and state regulations.

8. Intellectual Property

All content, designs, graphics, trademarks, and other materials available through the Services are owned by or licensed to Embirwell and are protected by U.S. and international intellectual property laws. You may not reproduce, distribute, modify, or create derivative works of any content without our prior written consent.

9. Limitation of Liability

To the fullest extent permitted by applicable law:

• Embirwell, its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Services.
• Our total aggregate liability for any claims related to the Services shall not exceed the amount you paid to Embirwell in the twelve (12) months preceding the event giving rise to the claim.
• The Services are provided on an “as-is” and “as-available” basis. We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Nothing in these Terms limits liability for gross negligence, willful misconduct, or any liability that cannot be excluded under applicable law.

10. Indemnification

You agree to indemnify and hold harmless Embirwell and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorney's fees) arising from your use of the Services, your violation of these Terms, or your violation of any third-party rights.

11. Account Termination

We may suspend or terminate your account at our discretion if we believe you have violated these Terms, provided false information, engaged in abusive behavior toward our staff, or if continuing to provide care would not be clinically appropriate. We will make reasonable efforts to notify you before or at the time of termination. Upon termination, your right to access the Services ceases immediately, though we will retain medical records as required by law.

You may close your account at any time by contacting us at contact@embirwell.com. Account closure does not relieve you of any outstanding payment obligations.

12. Dispute Resolution

If a dispute arises between you and Embirwell, we encourage you to contact us first so we can try to resolve the issue informally. If we cannot reach a resolution, you agree that any dispute shall be resolved through binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, except that either party may bring claims in small claims court if they qualify. You agree to waive any right to participate in a class action lawsuit or class-wide arbitration.

13. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal proceedings that are not subject to arbitration shall be brought exclusively in the state or federal courts located in Delaware.

14. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will provide notice through our Services or by email. Your continued use of the Services after the updated Terms take effect constitutes your acceptance of the changes. If you do not agree with any changes, you should stop using the Services and cancel your account.

15. Miscellaneous

• Entire agreement: these Terms, together with our Privacy Policy and HIPAA Notice, constitute the entire agreement between you and Embirwell.
• Severability: if any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• No waiver: our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
• Assignment: you may not assign or transfer your rights under these Terms without our written consent. Embirwell may assign its rights and obligations without restriction.

16. Contact Us

If you have questions about these Terms, please contact us:

• Email: contact@embirwell.com