Terms of Service

EMERGENCYNOTICE

TheseServices are not designed for emergency use. If you believe you areexperiencing a medical emergency or mental health crisis, stop and call 911,contact your nearest emergency room, or reach the National Suicide PreventionLifeline at 988. Do not rely on this platform for urgent or emergency care.

Arbitrationand Class Action Waiver — Please Read

Thisagreement includes a binding arbitration provision and class action waiverdetailed in Section 18. By using the Services, you agree to resolve disputes individuallythrough arbitration rather than through court proceedings or class actions.Please review Section 18 carefully before using the Services.

1. AboutThese Terms

Alyve,Inc. ("we," "us," or "our") operates a clinicalinfrastructure and compliance platform that connects patients with licensed,independent healthcare providers. These Terms of Service ("Terms")govern your access to and use of our website, platform, and all associatedservices (collectively, the "Services"). By accessing or using theServices, you confirm that you have read, understood, and agree to be bound bythese Terms. If you do not agree, do not use the Services.

TheseTerms incorporate by reference our Privacy Policy, our Notice of PrivacyPractices (where applicable), and any supplemental terms presented to you inconnection with specific Services.

2. Whatthe Services Include

Alyve,Inc. operates as a clinical infrastructure and managed services organization(MSO). We do not employ physicians, practice medicine, or provide clinicalcare. All medical decisions are made by independent, licensed healthcareproviders operating through affiliated professional entities in the stateswhere they are licensed to practice.

Throughthe Services, patients may access:

•    Coordination with licensed,independent healthcare providers for telehealth consultations across servicelines including HRT, GLP-1/weight management, peptides, IV therapy, aesthetics,and longevity/regenerative medicine.

•    Facilitation of Good FaithExaminations (GFEs) and clinical clearances required for treatment.

•    Coordination with licensedpharmacies and compounding facilities for fulfillment of prescriptions issuedby your provider.

•    Secure electronic healthrecord management and clinical documentation support.

•    Scheduling, billingadministration, and care coordination services.

•    Patient education resourcesand health information materials.

Nothingavailable through the Services constitutes a diagnosis, treatmentrecommendation, or medical opinion from Alyve, Inc. All clinical determinationsrest solely with your treating provider.

NoInsurance Accepted

TheServices operate on a direct-pay, cash-pay basis. We do not accept commercialhealth insurance, are not in-network with any insurance plan, and are notenrolled as providers under Medicare, Medicaid, or any federal or statehealthcare program. By using the Services, you acknowledge that you are solelyresponsible for all fees. No claims will be submitted to any insurer orgovernmental payor on your behalf.

No PriorAuthorization

Becausethe Services operate entirely outside of insurance, prior authorization is notrequired and is not available. Alyve, Inc. and affiliated providers do notsubmit to or engage with insurance utilization review processes. Patients whosubsequently seek insurance reimbursement for services or medications receivedthrough the platform do so at their own initiative and assume fullresponsibility for any resulting disputes with their insurer.

ControlledSubstances

Certaincontrolled substances, as defined under the Controlled Substances Act (21U.S.C. § 812), may be available through the Services where permitted by applicablefederal and state law. Currently, affiliated providers may prescribe ScheduleIV controlled substances, including phentermine for weight management, andSchedule III controlled substances, including testosterone for the treatment ofclinically diagnosed hypogonadism or hormone deficiency, in states where theprescribing provider is licensed and where telehealth prescribing of theapplicable controlled substance is authorized under state and federal law.

ScheduleII controlled substances, opioids, and benzodiazepines are not availablethrough the Services under any circumstances. The Ryan Haight Online PharmacyConsumer Protection Act, applicable DEA telemedicine regulations, andstate-specific controlled substance telehealth laws govern the remote prescribingof all controlled substances available through this platform. Availability ofany controlled substance is subject to change based on regulatory requirements,provider licensing, and applicable law. Clinical suitability is determinedsolely by your treating provider.

PharmacyServices

Ifyour provider issues a prescription, we will coordinate fulfillment withlicensed pharmacies or compounding facilities within our network (the"Pharmacy Network"). You may also request that your prescription besent to a pharmacy of your choice. By using the Services, you authorize us toshare your health information, prescription details, and relevant personalinformation with the Pharmacy Network or your selected pharmacy as necessary tofulfill your prescription.

3. WhoCan Use the Services

TheServices are available to adults who are 18 years of age or older andphysically located within a state where our affiliated providers are licensedto practice. Some Services may only be available to individuals 21 or older.Minors may not use the Services under any circumstances.

Byusing the Services, you represent and warrant that you meet these eligibilityrequirements and that all information you provide is accurate, current, andcomplete. Eligibility does not guarantee that you will receive any particulartreatment — clinical suitability is determined solely by your provider.

4.Creating and Managing Your Account

Youagree to provide accurate, current, and complete information duringregistration and to keep your account information up to date. You areresponsible for maintaining the confidentiality of your login credentials andfor all activity that occurs under your account. Notify us immediately at[LEGAL EMAIL] if you suspect unauthorized access to your account.

5. YourPrivacy and Health Information

OurPrivacy Policy explains how we collect, use, store, and share your information.Our Notice of Privacy Practices describes how protected health information maybe used and disclosed under applicable federal and state law, including HIPAA.Both documents are incorporated into these Terms by reference. If you are aWashington state resident, please also review our My Health My Data PrivacyPolicy.

6.Platform Ownership and Permitted Use

Allcontent, features, software, and functionality of the Services are owned by orlicensed to Alyve, Inc. ("Platform Content"). We grant you a limited,personal, non-exclusive, non-transferable, revocable license to access and usethe Services solely for your own personal, non-commercial healthcare purposes.All other rights are reserved.

7. YourContent

Whenyou submit information through the Services, you grant Alyve, Inc., ouraffiliated provider entities, and our service providers a license to use,store, process, and share that information as necessary to deliver theServices, coordinate your care, maintain records, and improve our platform.Information that constitutes protected health information ("PHI") isgoverned by our Notice of Privacy Practices and applicable law. You representthat all information you submit is accurate and that you have the right toshare it.

8.Copyright Infringement Claims

Wecomply with the Digital Millennium Copyright Act (17 U.S.C. § 512). To submit acopyright infringement notice, contact our Designated DMCA Agent at:

Yournotice must include: (1) signature of the rights holder or authorizedrepresentative; (2) identification of the copyrighted work; (3) identificationof the infringing material and its location on the Services; (4) your contactinformation; (5) a good-faith belief statement; and (6) a statement under penaltyof perjury that the information is accurate.

9.Prohibited Conduct

Youagree not to use the Services in any manner that:

•    Violates any applicablefederal, state, or local law or regulation.

•    Impersonates any person orentity, or misrepresents your identity or affiliation.

•    Introduces malware,viruses, or other harmful code into the Services or our systems.

•    Attempts to gainunauthorized access to any part of the Services, our systems, or data belongingto other users.

•    Involves scraping,crawling, or automated data collection from the Services without our priorwritten consent.

•    Involves commercialexploitation of any Platform Content or user data.

•    Involves the resale,sublicensing, or redistribution of access to the Services.

•    Transmits unsolicitedcommercial communications or spam.

•    Interferes with or disruptsthe integrity, performance, or availability of the Services.

•    Facilitates the harassment,intimidation, or harm of any provider, staff member, or other user.

•    Removes, alters, orobscures any proprietary notices or disclaimers on the Services.

•    Creates competing productsor platforms using our Platform Content or proprietary information.

•    Enables any third party todo any of the above.

10. NoWarranties

THESERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUTWARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,ALYVE, INC. AND ITS AFFILIATED ENTITIES, OFFICERS, DIRECTORS, EMPLOYEES,AGENTS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS,IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT,AVAILABILITY, SECURITY, OR FREEDOM FROM ERRORS, VIRUSES, OR HARMFUL COMPONENTS.

ALYVE,INC. DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ANYRESULTS OBTAINED WILL BE ACCURATE OR RELIABLE. NOTHING IN THE SERVICESCONSTITUTES MEDICAL ADVICE, AND ALYVE, INC. MAKES NO REPRESENTATION THAT ANYTREATMENT, MEDICATION, OR CLINICAL APPROACH IS SAFE, APPROPRIATE, OR EFFECTIVEFOR YOU.

11.Limitation of Liability

TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALYVE, INC. AND ITS AFFILIATEDENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF ORINABILITY TO USE THE SERVICES, EVEN IF ALYVE, INC. HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ALYVE, INC.'S TOTAL CUMULATIVELIABILITY TO YOU EXCEED THE GREATER OF (I) ONE HUNDRED DOLLARS ($100) OR (II)THE TOTAL AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHSPRECEDING THE CLAIM.

Californiaresidents waive California Civil Code § 1542 (general release does not extendto unknown claims).

12. YourIndemnification Obligations

Youagree to defend, indemnify, and hold harmless Alyve, Inc., its affiliatedprofessional entities, and each of their respective officers, directors,employees, agents, contractors, licensors, and successors from and against anyclaims, liabilities, losses, damages, costs, and expenses (including reasonableattorneys' fees) arising out of or related to: (i) your use of the Services inviolation of these Terms; (ii) your submission of false or inaccurateinformation; (iii) your violation of any applicable law or regulation; or (iv)your infringement of any third-party rights.

13.Third-Party Services

TheServices may include links to or integrations with third-party websites, tools,or services not operated or controlled by Alyve, Inc. We are not responsiblefor their content, privacy practices, or availability. Any link or integrationis provided for convenience only and does not constitute an endorsement. Youruse of third-party resources is at your own risk.

14.Changes to These Terms or the Services

Wemay update these Terms at any time. Material changes will be communicated byupdating the "Last Updated" date and, where required by law, bydirect notice. Your continued use of the Services after any update constitutesacceptance of the revised Terms. We may also modify, suspend, or discontinuethe Services at any time without notice.

15. Feesand Payment

Feesare presented at checkout before you confirm any purchase. By submittingpayment, you authorize Alyve, Inc., our affiliated entities, and our paymentprocessors to charge your designated payment method for all applicable fees.Prices are subject to change.

Patient FinancialResponsibility

Youare solely responsible for all fees charged through the Services. Alyve, Inc.and affiliated providers do not bill insurance and will not submit claims onyour behalf. If you choose to seek reimbursement from your insurer, you do soindependently. We are not responsible for any insurer's determination ofcoverage, medical necessity, or reimbursement eligibility. Certain medications— including compounded preparations — may be categorically excluded frominsurance coverage.

Subscriptions and Recurring Billing

Certaincare plans are structured as recurring subscriptions. By enrolling, youauthorize automatic billing at the frequency disclosed at checkout.Subscriptions renew automatically until cancelled. Cancel at any time throughyour account settings or by contacting [SUPPORT EMAIL] before your next billingdate.

Non-Refundable Charges

Dueto the regulated and perishable nature of prescription medications, all chargesare generally non-refundable once an order has been processed. Exceptions mayapply for product damage, loss in transit, or treatment unavailability asdescribed in Section 16.

16.Refunds and Treatment Availability

Treatmentplans are subject to product availability, applicable regulations, and theclinical judgment of your provider. Alyve, Inc. does not guarantee thecontinuous availability of any specific medication, including compoundedpreparations subject to FDA shortage status.

Refunds for UnavailableTreatments

If aprescribed treatment becomes unavailable due to supply shortages, regulatorychanges, or circumstances outside our control, you may be eligible for aprorated refund based on the unshipped portion of any prepaid plan. Approvedrefunds are processed within 30 days.

Treatment Alternatives

Ifyour prescribed treatment is unavailable, your provider may recommend aclinically appropriate alternative. You may accept the alternative, request arefund, or request a platform credit toward a future plan.

17.Ending Your Use of the Services

Youmay stop using the Services at any time. Alyve, Inc. may suspend or terminateyour access at any time, with or without notice, for any reason includingviolation of these Terms. Sections 5, 10, 11, 12, 18, and 20 survivetermination. Following termination, your medical records will be retained inaccordance with applicable law and will be accessible to you as required bylaw.

18.Governing Law and Dispute Resolution

IMPORTANT:THIS SECTION REQUIRES YOU TO RESOLVE MOST DISPUTES WITH ALYVE, INC. THROUGHBINDING INDIVIDUAL ARBITRATION. BY AGREEING TO THESE TERMS, YOU WAIVE YOURRIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTIONPROCEEDING.

GoverningLaw

TheseTerms are governed by the laws of the State of [GOVERNING STATE], withoutregard to conflict of law principles. Non-arbitrable disputes shall be resolvedexclusively in the state or federal courts located in [GOVERNING VENUE].

MandatoryArbitration

Exceptas set forth below, all disputes arising out of or relating to these Terms orthe Services will be resolved through binding individual arbitrationadministered by the American Arbitration Association ("AAA") underits Consumer Arbitration Rules. The arbitrator's decision will be final andbinding.

Beforeinitiating arbitration, the party asserting a claim must send written notice tothe other party and make a good-faith effort to resolve the dispute within 30days.

Exceptionsto Arbitration

•    Either party may bring anindividual claim in small claims court.

•    Either party may seekinjunctive or equitable relief in court to protect intellectual property rightsor prevent irreparable harm.

•    Nothing in this sectionprevents you from filing a complaint with a government agency.

ClassAction Waiver

YOUAND ALYVE, INC. EACH AGREE THAT ANY PROCEEDING WILL BE CONDUCTED ONLY ON ANINDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS,COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

19.Communicating With Us

Byproviding your phone number and opting in to receive text messages, you consentto receive recurring SMS messages regarding your account, treatmentcoordination, order updates, and — where specifically opted in — promotional communications.Standard message and data rates may apply. Reply STOP to opt out. Consent toreceive communications is not a condition of using the Services.

20.General Provisions

NoWaiver

Ourfailure to enforce any provision of these Terms on any occasion does not waiveour right to enforce that provision in the future.

NoAgency or Partnership

Alyve,Inc. is a managed services organization. Nothing in these Terms creates apartnership, joint venture, employment relationship, or agency between Alyve,Inc. and you, any provider, or any third party. Independent licensed providersmake all clinical decisions in their own professional capacity.

Assignment

Youmay not assign or transfer any rights or obligations under these Terms withoutour prior written consent. We may assign these Terms without restriction inconnection with a merger, acquisition, or sale of assets.

EntireAgreement

TheseTerms, together with our Privacy Policy, Notice of Privacy Practices, and anysupplemental terms applicable to specific Services, constitute the entireagreement between you and Alyve, Inc. with respect to your use of the Services.

Severability

Ifany provision of these Terms is found invalid or unenforceable, it will bemodified to the minimum extent necessary to make it enforceable, and theremaining provisions continue in full force.

21. Howto Reach Us

Forquestions about these Terms or the Services:

Alyve,Inc.

Legal Address: 17400SPICEWOOD WAY

MOUNT DORA, FL 32757

Mailing Address: 3125WASHINGTON ST

ZELLWOOD, FL 32798

Support@alyverx.com

alyverx.com