Terms and Conditions of Use

Effective Date: September 3, 2026 Last Updated: September 3, 2026

These Terms and Conditions of Use (the “Terms”) constitute a legally binding agreement by and between Avanta, a California limited liability company (together with its affiliates, subsidiaries, successors, and permitted assigns, “Avanta,” the “Company,” “we,” “us,” or “our”), and the natural person accessing or using the Services (“you,” “your,” “User,” or, where clinically applicable, “Patient”). These Terms govern your access to and use of the Company website, member portal, mobile application, account registration functionality, appointment request functionality, and all related content, features, and services made available by the Company (collectively, the “Platform”), as well as your acquisition of goods and services at the Company facility.

Notice Requiring Your Attention

PLEASE READ THESE TERMS CAREFULLY. By creating an account, accessing the Platform, submitting an appointment request, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by the Company Privacy Policy and Notice of Privacy Practices, which are incorporated herein by reference. If you do not agree to these Terms in their entirety, you must not access or use the Platform or the Services.

SECTION 23 CONTAINS A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER that affect your legal rights, including your right to bring or participate in a class, collective, consolidated, or representative proceeding, and, in most circumstances, your right to a trial by jury. Section 23 sets forth a procedure by which you may opt out of the arbitration provision within thirty (30) days.

SECTION 13 DESCRIBES THE COMPANY TEXT MESSAGING PROGRAM, including how to stop messages. Consent to receive text messages is not a condition of receiving care or of purchasing any good or service, and you may withdraw it at any time by replying STOP.

Medical Emergency

THE PLATFORM IS NOT INTENDED FOR MEDICAL EMERGENCIES. If you are experiencing a medical emergency, including but not limited to chest pain, difficulty breathing, suspected stroke, uncontrolled bleeding, loss of consciousness, severe allergic reaction, overdose, or thoughts of self-harm, immediately dial 911 or proceed to the nearest hospital emergency department. Do not use the Platform, the appointment request functionality, or any messaging feature to communicate an emergency medical condition. The Company does not monitor Platform communications on a continuous or real-time basis.

1. Definitions

For purposes of these Terms, the following capitalized terms shall have the meanings ascribed below:

“Account” — The registered user profile created by you on the Platform, through which you may submit Appointment Requests, view Clinical Information, manage benefit eligibility, and transact for Goods.

“Appointment Request” — A submission transmitted through the Platform by which you express a desire to schedule a clinical encounter with an Associated Physician or other Clinical Personnel. An Appointment Request is a request only and does not constitute a scheduled, confirmed, or guaranteed appointment.

“Associated Physician” — A physician, nurse practitioner, physician assistant, or other duly licensed health care professional who is employed by, contracted with, credentialed by, or otherwise affiliated with the Company for purposes of rendering Clinical Services.

“Clinical Services” — The diagnosis, treatment, examination, counseling, and other professional health care services rendered by Associated Physicians and Clinical Personnel, whether delivered at the Facility, at the Urgent Care, or by telehealth modality.

“Facility” — The integrated care premises operated by the Company at 11420 Warner Ave, Fountain Valley, CA 92708, inclusive of the clinical suites, the Urgent Care, and the Mart.

“Goods” — Over-the-counter products, health and wellness items, convenience grocery items, durable medical equipment, and other merchandise offered for sale at the Mart or through the Platform.

“Mart” — The retail establishment operated by the Company within the Facility offering Goods for purchase.

“Messaging Program” — The Company text messaging program described at Section 13.

“Protected Health Information” or “PHI” — Individually identifiable health information as that term is defined at 45 C.F.R. § 160.103, transmitted or maintained in any form or medium.

“Services” — Collectively, the Platform, the Clinical Services, the Urgent Care services, the Mart, and all ancillary services furnished by the Company.

“Urgent Care” — The walk-in urgent care center operated by the Company within the Facility for the evaluation and treatment of acute, non-life-threatening conditions.

2. Acceptance and Formation of Agreement

2.1 Manifestation of Assent. You manifest your assent to these Terms by any of the following acts: (a) creating an Account; (b) checking a box or actuating a control affirmatively indicating acceptance; (c) submitting an Appointment Request; (d) purchasing Goods or Services; or (e) continuing to access or use the Platform following the posting of revised Terms.

Assent to these Terms does not, standing alone, constitute consent to enrollment in the Messaging Program. Such consent is given separately as described at Section 13.4.

2.2 Capacity to Contract. You represent and warrant that you possess the legal capacity to enter into a binding contract, that you are not barred from receiving the Services under the laws of the United States or the State of California, and that all information you supply in connection with your Account is true, accurate, current, and complete.

2.3 Agreement on Behalf of Another. If you accept these Terms on behalf of a minor, an incapacitated adult, or any other individual, you represent and warrant that you possess lawful authority to do so, whether as parent, legal guardian, health care agent, holder of a durable power of attorney, personal representative, or otherwise, and you agree to be bound by these Terms both individually and on behalf of such individual.

2.4 Supplemental Terms. Certain Services may be governed by supplemental terms, consents, financial responsibility agreements, or authorizations presented to you at the point of service. Such supplemental instruments are incorporated herein by reference. In the event of a conflict between these Terms and a supplemental instrument, the supplemental instrument shall govern solely with respect to the Service to which it pertains.

3. Eligibility and Account Registration

3.1 Minimum Age. The Platform is intended for use by individuals who are eighteen (18) years of age or older. The Company does not knowingly permit the creation of an Account by any individual under the age of eighteen (18) except through a parent, legal guardian, or other authorized representative acting in accordance with Section 2.3. Nothing in this Section limits the right of a minor to receive Clinical Services for which such minor may lawfully consent under the laws of the State of California.

3.2 Registration Information. You shall provide accurate, current, and complete registration information and shall promptly update such information as necessary to maintain its accuracy. The Company reserves the right to verify your identity through commercially reasonable means, including identity proofing and knowledge-based authentication, prior to granting access to Clinical Information.

3.3 Credential Security. You are solely responsible for maintaining the confidentiality of your Account credentials, including any password, one-time passcode, biometric identifier, or multifactor authentication device. You shall not disclose your credentials to any third party and shall not permit any third party to access the Platform using your Account. You shall notify the Company immediately upon becoming aware of any unauthorized access to or use of your Account.

3.4 Responsibility for Account Activity. You are responsible for all activity occurring under your Account, whether or not authorized by you, except to the extent such activity results from the Company failure to employ reasonable and appropriate safeguards required by applicable law.

3.5 Proxy and Delegated Access. Where the Company makes proxy access available, you may authorize a designated individual to access specified categories of information within your Account. You acknowledge that granting proxy access constitutes your authorization for the disclosure of the designated information to the proxy, that the Company shall have no liability for the acts or omissions of your proxy, and that you may revoke proxy access prospectively at any time through your Account settings or by written notice to the Company.

4. Description of the Services

4.1 The Platform

The Platform is an administrative and informational instrumentality that facilitates account management, Appointment Requests, benefit and eligibility inquiry, secure messaging, review of certain Clinical Information, and the purchase of Goods. The Platform is not itself a provider of Clinical Services and does not render medical judgment.

4.2 Appointment Requests

(a) The submission of an Appointment Request does not create, confirm, reserve, or guarantee an appointment. An appointment is established only upon the Company issuance of an affirmative confirmation identifying the date, time, location, and rendering provider.

(b) The Company reserves the right, in its sole discretion and consistent with applicable law and professional obligation, to decline, reschedule, redirect, or triage any Appointment Request, including where the requested service is clinically inappropriate, outside the scope of services offered, unavailable within the requested interval, or better addressed through the Urgent Care or an emergency department.

(c) Appointment availability displayed on the Platform is indicative only and is subject to change without notice as a result of clinical demand, provider availability, and operational exigency.

(d) You shall arrive at the Facility at the time specified in the confirmation and shall present valid government-issued photographic identification and current insurance or benefit documentation.

4.3 Clinical Services

Clinical Services are rendered exclusively by Associated Physicians and Clinical Personnel acting within the scope of their respective licenses, certifications, and privileges, and in accordance with applicable professional standards of care. The Company does not direct, control, or interfere with the exercise of independent professional judgment by any Associated Physician.

4.4 Urgent Care

The Urgent Care furnishes evaluation and treatment of acute conditions that are not life threatening and that do not require the resources of a hospital emergency department. The Urgent Care is not a hospital, is not an emergency department, does not maintain continuous inpatient capability, and is not a dedicated emergency department within the meaning of the Emergency Medical Treatment and Labor Act, 42 U.S.C. § 1395dd. Where clinical presentation warrants a higher level of care, you will be directed or transferred to an appropriate facility, and you shall be financially responsible for the costs of such transfer and subsequent care to the extent not covered by your benefit plan.

4.5 [Reserved]

4.6 Mart

The Mart offers over-the-counter products, health and wellness merchandise, and convenience grocery items for retail purchase. Mart transactions are further governed by Section 11.

4.7 Integrated Delivery; No Guarantee of Exclusivity

While the Company endeavors to furnish an integrated continuum of care within the Facility, the Company does not represent that all services you may require are or will be available within the Facility. You retain at all times the unrestricted right to obtain care from providers of your own choosing, and no provision of these Terms shall be construed to restrict, condition, or penalize the exercise of that right.

5. No Medical Advice; No Physician-Patient Relationship Through the Platform

5.1 Informational Content. Content made available through the Platform, including articles, educational materials, wellness guidance, symptom information, product descriptions, and general health management resources, is furnished for informational purposes only. Such content does not constitute medical advice, diagnosis, or treatment and is not a substitute for consultation with a qualified health care professional.

5.2 No Relationship Formed by Platform Use. ACCESS TO OR USE OF THE PLATFORM DOES NOT, STANDING ALONE, CREATE A PHYSICIAN-PATIENT OR OTHER PROFESSIONAL TREATMENT RELATIONSHIP BETWEEN YOU AND THE COMPANY OR ANY ASSOCIATED PHYSICIAN. Such a relationship is established only upon an Associated Physician affirmatively accepting you as a patient and undertaking the rendition of Clinical Services.

5.3 Reliance. You shall not disregard, avoid, or delay in obtaining professional medical advice in reliance upon any content made available through the Platform. Any reliance you place upon such content is undertaken at your sole risk.

6. Emergency Services Disclaimer

6.1 The Platform is not designed, staffed, or monitored for the receipt of emergency communications. Messages, Appointment Requests, and form submissions are reviewed only during posted business hours and may not be reviewed for a material interval following transmission.

6.2 IN THE EVENT OF A MEDICAL EMERGENCY, YOU SHALL IMMEDIATELY DIAL 911 OR PRESENT TO THE NEAREST HOSPITAL EMERGENCY DEPARTMENT. If you are experiencing a mental health crisis or suicidal ideation, you may contact the 988 Suicide and Crisis Lifeline by dialing or texting 988.

6.3 The Company expressly disclaims any duty to monitor Platform communications on a real-time basis and disclaims all liability arising from any delay in the review of, or response to, any communication transmitted through the Platform.

The Messaging Program described at Section 13 is likewise not monitored for emergency communications. A reply to a message received under the Messaging Program, other than a reply of STOP or HELP, may not be read by any person.

7. Independent Clinical Judgment; No Guarantee of Outcome

7.1 Professional Autonomy. Associated Physicians exercise independent professional judgment in determining whether to accept a patient, what services to render, whether to prescribe or decline to prescribe any medication, and whether to refer a patient to an alternative provider or setting. No feature of the Platform shall be construed to obligate any Associated Physician to render any particular service or to issue any particular prescription.

7.2 Controlled Substances. The Company and its Associated Physicians adhere to applicable federal and state law governing the prescribing of controlled substances. No Appointment Request, Platform communication, or expression of preference shall create any entitlement to a prescription for any controlled substance.

7.3 No Warranty of Result. The practice of medicine is not an exact science. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE OUTCOME OF ANY CLINICAL SERVICE, DIAGNOSIS, COURSE OF TREATMENT, OR THERAPEUTIC REGIMEN.

8. Informed Consent and Clinical Documentation

8.1 These Terms do not constitute, and shall not be construed as, informed consent to any medical examination, procedure, or treatment. Informed consent shall be obtained separately by the rendering Associated Physician in accordance with applicable law and professional standards.

8.2 You shall execute such consents to treatment, assignments of benefits, financial responsibility agreements, authorizations for the release of information, and acknowledgments of receipt of the Notice of Privacy Practices as the Company may reasonably require as a condition of the rendition of Clinical Services.

8.3 You shall furnish complete and accurate information concerning your medical history, current medications, allergies, and symptoms. You acknowledge that the withholding or misstatement of such information may materially impair the quality and safety of the care rendered, and that the Company shall bear no liability for adverse consequences proximately caused by information you withheld or misstated.

8.4 Telehealth. Where Clinical Services are rendered by telehealth modality, you acknowledge the inherent limitations of remote evaluation, including the absence of physical examination, the potential for technological failure, and the possibility that the encounter must be converted to an in-person visit. Telehealth services are furnished only where lawful in the jurisdiction in which you are physically located at the time of the encounter.

9. Financial Terms and Payment

9.1 Financial Responsibility. You are financially responsible for all charges arising from Services rendered to you or to any individual for whom you have accepted financial responsibility, including deductibles, coinsurance, copayments, and charges for non-covered services.

9.2 Insurance and Benefit Programs. The Company may, as a courtesy, submit claims to your health plan, pharmacy benefit manager, flexible benefit administrator, or other payor. Submission of a claim does not constitute a representation that the claim will be paid. Benefit eligibility and balance information displayed on the Platform is furnished by third-party administrators, is provided for convenience only, may not reflect pending or adjudicated transactions, and does not constitute a guarantee of coverage or payment. You remain responsible for verifying coverage directly with your payor.

9.3 Estimates. Any cost estimate furnished by the Company, whether through the Platform or otherwise, is a good faith approximation based upon information available at the time of issuance. Actual charges may differ materially based upon the services actually rendered, findings identified in the course of care, and payor adjudication. Nothing in this Section derogates from your rights under the No Surprises Act, 42 U.S.C. § 300gg-111 et seq., or implementing regulations, including the right to receive a good faith estimate where applicable.

9.4 Payment Authorization. By furnishing a payment instrument, you authorize the Company and its payment processors to charge such instrument for all amounts due, including patient responsibility amounts determined following payor adjudication. You represent that you are lawfully authorized to use the payment instrument furnished.

9.5 Delinquency. Amounts not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by the law of the State of California, and may be referred to a collection agency. You shall reimburse the Company for reasonable costs of collection, including attorney fees, to the extent permitted by applicable law.

9.6 Cancellation and Non-Attendance. You shall cancel or reschedule a confirmed appointment not less than the interval specified in the appointment confirmation. The Company reserves the right to assess a reasonable administrative fee for late cancellation or non-attendance, provided that such fee is disclosed to you in advance and is not assessed where prohibited by applicable law or by the terms of your benefit plan.

9.7 Financial Assistance. Information concerning financial assistance, discount programs, and payment arrangements is available upon request from Company member support.

10. [Reserved]

11. Retail Mart Terms

11.1 Nature of Goods. Goods offered at the Mart, including over-the-counter medications, supplements, personal care items, and convenience grocery items, are offered for retail sale. The offering of any Good does not constitute a recommendation, endorsement, or medical advice, and does not constitute a representation that such Good is appropriate for your particular condition. You should consult an Associated Physician or pharmacist prior to commencing any over-the-counter therapy, particularly where you are pregnant, nursing, managing a chronic condition, or taking prescription medication.

11.2 Dietary Supplements. Statements concerning dietary supplements have not been evaluated by the United States Food and Drug Administration. Such products are not intended to diagnose, treat, cure, or prevent any disease.

11.3 Pricing and Availability. Prices are subject to change without notice. Availability of any Good is not guaranteed. In the event of a typographical or systemic error in the statement of price or product description, the Company reserves the right to correct such error and to cancel or decline any order placed on the basis of the erroneous statement, with a full refund of amounts collected.

11.4 Age-Restricted Goods. Certain Goods may be sold only to individuals meeting a minimum age requirement or may be subject to quantity limitations imposed by law, including products containing pseudoephedrine and products regulated under the Combat Methamphetamine Epidemic Act. The Company will require identification and will maintain such records as applicable law requires.

11.5 Returns. Returns of Goods are governed by the Company return policy posted at the point of sale and on the Platform. Certain categories, including opened over-the-counter medications, refrigerated items, perishable grocery items, and personal care items, may be ineligible for return for reasons of health and safety.

11.6 Allergens and Labeling. You shall review product labeling prior to use or consumption. The Company does not warrant that any Good is free of any particular allergen and disclaims liability for allergic reaction to the extent permitted by applicable law.

11.7 Recalls. In the event of a recall affecting a Good you have purchased, the Company will make reasonable efforts to provide notification to the extent it possesses sufficient transaction and contact information to do so.

11.8 Payment with Benefit Funds. Where you elect to remit payment for Goods using a flexible spending account, health savings account, health reimbursement arrangement, or supplemental benefit allowance, you are solely responsible for determining the eligibility of the Good under the terms of the applicable plan and under the Internal Revenue Code. The Company disclaims liability for any tax consequence, plan denial, or claim reversal arising from your election.

12. Electronic Communications and Consent

12.1 Consent to Electronic Records. You consent to the receipt of notices, disclosures, agreements, statements, and other communications from the Company in electronic form, and you agree that such electronic delivery satisfies any legal requirement that a communication be in writing. This consent is given pursuant to the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., and applicable state law. You may withdraw this consent prospectively by written notice to the Company, in which case the Company may be unable to continue furnishing certain Platform functionality.

12.2 Hardware and Software Requirements. To access electronic records you require a device with internet connectivity, a current version of a supported web browser, and the capability to receive electronic mail and to retain records by printing or electronic storage.

12.3 Telephonic and Text Message Communications. By furnishing a telephone number, you consent to the receipt of calls and short message service or multimedia messaging service text messages from the Company and its agents at that number, including messages delivered by automatic telephone dialing system or artificial or prerecorded voice, concerning appointments, care coordination, account servicing, and health care matters. Message and data rates may apply. Message frequency varies. You may revoke consent by replying STOP to any text message or by contacting member support; revocation does not apply to communications the Company is required by law to deliver. CONSENT TO RECEIVE MARKETING COMMUNICATIONS IS NOT A CONDITION OF THE RECEIPT OF CLINICAL SERVICES.

Text messages transmitted by the Company are governed in full by Section 13, which controls in the event of any inconsistency with this Section 12.3.

12.4 Unsecured Communications. Electronic mail and short message service are not inherently secure media. Where you request or consent to communication by such media, you acknowledge the risk that the communication may be intercepted, misdirected, or accessed by an unauthorized person, and you accept that risk. The Company makes available secure messaging functionality within the Platform, which you are encouraged to use for any communication containing PHI.

12.5 Response Intervals. Secure messages are reviewed during posted business hours. Secure messaging shall not be used for urgent or emergent clinical matters.

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13. Text Messaging Program Terms

13.1 Program. The Company operates a text messaging program (the “Messaging Program”) under which it transmits short message service (“SMS”) and multimedia messaging service (“MMS”) text messages to a mobile telephone number you have furnished. The Messaging Program is operated by the Company for its own account. The Company does not make the Messaging Program, or any number enrolled in it, available to any other person for that person’s own purposes.

13.2 Message Types. Messages transmitted under the Messaging Program are transactional and relate to your care and your Account. They comprise acknowledgment of an Appointment Request; confirmation of a scheduled appointment; notice that an appointment has been rescheduled, relocated, or cancelled; reminders in advance of an appointment; Account, security, and authentication messages; and responses to a message you send to the Company.

The Company does not transmit promotional or advertising messages under the Messaging Program. Should the Company elect to do so in the future, it will obtain your separate prior express written consent for that purpose, and, where the message would constitute marketing of PHI within the meaning of 45 C.F.R. § 164.501, an authorization satisfying 45 C.F.R. § 164.508.

The Messaging Program is not used for affiliate marketing, for lead generation, or for the promotion of any person other than the Company. The Company does not transmit messages under the Messaging Program on behalf of, or for the benefit of, any third party, and neither pays nor accepts consideration from any person in exchange for transmitting a message to you or for enrolling your mobile telephone number. Your consent under Section 13.4 is given to the Company directly and to no other person.

13.3 Not a Condition. Consent to receive text messages is not a condition of the receipt of Clinical Services, of the purchase of any Good, or of the receipt of any benefit. You may use the Services in full without enrolling.

13.4 How You Enrol. You are enrolled in the Messaging Program only where you affirmatively consent, by furnishing a mobile telephone number together with an affirmative act indicating your agreement to receive text messages at that number — including actuating a control so labelled during Account registration or in your Account settings, or replying with a designated word to a message inviting you to enrol. The disclosure presented to you at the time of your consent will identify the Company, the purpose of the messages, that message and data rates may apply, that message frequency varies, and how to opt out. The Company maintains a record of that consent as described in the Privacy Policy at Part I, Section 6.3.

13.5 Frequency and Charges. Message frequency varies. The number of messages you receive depends upon your use of the Services and your care activity, including the number of appointments you request and attend. You will not receive recurring messages on a fixed schedule. Message and data rates may apply. Any charge for a message is assessed by your mobile carrier under your plan with that carrier, and the Company is not responsible for it. Consult your carrier for the charges applicable to your plan.

13.6 How to Stop Messages; How to Get Help.

• Reply STOP to any message to opt out of the Messaging Program. The Company also honors END, CANCEL, UNSUBSCRIBE, QUIT, and STOPALL. You will receive a single confirmation of your opt-out, and no further messages under the Messaging Program will be sent to that number.
• Reply HELP to any message for assistance, or call member support at (888) 505-4814. A reply of HELP will return the name of the Messaging Program and the Company contact information.
• You may also manage your preferences in your Account settings, or by contacting the Company by any means set forth at Section 28.
• Opting out of the Messaging Program does not withdraw consent to be contacted by telephone, electronic mail, or postal mail, does not withdraw any authorization relating to your PHI, and does not terminate your Account or affect your receipt of Services.
• The Company will continue to furnish communications necessary to your care, to the administration of your Account, and to compliance with legal obligation by other means, and, where the law requires a communication to be delivered notwithstanding your opt-out, by text message.

13.7 Your Mobile Number. You represent that you are the subscriber to, or the customary user of, the mobile telephone number you furnish, and that you are authorized to consent to the receipt of messages at that number. You shall notify the Company promptly upon relinquishing or changing that number , and shall update it in your Account settings, so that the Company does not transmit messages concerning your care or your Account to a person subsequently assigned it. You shall indemnify the Company in accordance with Section 21 for any claim arising from your failure to do so.

13.8 Carriers. Mobile carriers are not liable for delayed or undelivered messages. The Messaging Program is available on most, but not all, mobile carriers in the United States, and carrier support may change without notice to the Company. The Company does not warrant that any message will be delivered, delivered without delay, or delivered legibly, and disclaims liability for non-delivery to the extent permitted by applicable law. You shall not rely upon the receipt of a text message as your sole means of learning of an appointment or of any other matter affecting your care.

13.9 Security. Short message service is not an inherently secure medium. Where you consent to the receipt of messages you acknowledge the risk that a message may be intercepted, misdirected, or read by a person with access to your device, and you accept that risk. The Company limits the content of messages to what is necessary and makes available secure messaging within the Platform, which you are encouraged to use for any communication containing PHI. See also Sections 12.4 and 13.10.

13.10 Not for Emergencies. THE MESSAGING PROGRAM IS NOT MONITORED AND SHALL NOT BE USED TO COMMUNICATE AN EMERGENCY. A reply to a message, other than STOP or HELP, may not be read by any person. In an emergency, dial 911. See Section 6.

13.11 Age. The Messaging Program is not available to individuals under the age of eighteen (18) except through a parent, legal guardian, or other authorized representative who furnishes the number and consents on that individual’s behalf in accordance with Section 2.3.

13.12 Privacy; No Sharing of Mobile Information. The Company does not share, sell, rent, lease, trade, or otherwise provide your mobile telephone number, your consent to receive text messages, or any messaging consent data to any third party or to any affiliate for marketing or promotional purposes. The Company gives this undertaking directly under these Terms.

Your mobile telephone number and messaging consent data are disclosed to a third party only where that third party acts as a service provider or business associate of the Company for the purpose of operating the Messaging Program or of furnishing the Services, is bound by written agreement to use the information solely for that purpose and solely at the direction of the Company, is prohibited from using it for its own marketing or promotional purposes, and is prohibited from disclosing it onward except as that agreement permits.

The Company treatment of that information is further described at Part I, Section 6 of the Privacy Policy, which is incorporated into these Terms by reference. Nothing in the Privacy Policy diminishes the undertaking given in this Section 13.12.

13.13 Changes to the Program. The Company may modify or discontinue the Messaging Program. Where a modification materially alters the categories of message transmitted or the privacy undertaking referenced at Section 13.12, the Company will furnish reasonable advance notice and will obtain your renewed consent where applicable law requires it.

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14. Acceptable Use and Prohibited Conduct

You shall not, and shall not permit any third party to:

• access or attempt to access any account, data, or portion of the Platform to which you have not been granted authorization;
• impersonate any person or entity, or misrepresent your identity, affiliation, or eligibility for benefits;
• submit false, fraudulent, or materially misleading information, including in connection with an Appointment Request or a benefit claim;
• employ any robot, spider, scraper, or other automated means to access the Platform or to extract data therefrom;
• circumvent, disable, or otherwise interfere with any security feature, rate limitation, authentication mechanism, or access control;
• introduce any virus, worm, malicious code, or other agent designed to disrupt, disable, or impair the Platform;
• conduct any penetration test, vulnerability scan, or security assessment absent the prior written authorization of the Company;
• reverse engineer, decompile, or disassemble any portion of the Platform, except to the extent such restriction is prohibited by applicable law;
• use the Platform for any unlawful purpose, or in violation of any applicable federal, state, or local law or regulation;
• resell, redistribute, or commercially exploit the Platform, the Services, or any content obtained therefrom;
• transmit any communication that is harassing, abusive, threatening, defamatory, obscene, or discriminatory, whether directed at Company personnel, Associated Physicians, or other patients; or
• photograph, record, or transmit any image or recording of another patient or of Company personnel without express consent, or otherwise compromise the privacy of any individual present at the Facility.

The Company reserves the right to investigate any suspected violation of this Section, to report such violation to law enforcement or to the appropriate licensing or regulatory authority, and to pursue all available civil and criminal remedies.

• furnish to the Company a mobile telephone number that is not your own or that you are not authorized to enrol, or enrol any number in the Messaging Program without the consent of its subscriber or customary user.

15. User Submissions

15.1 License Grant. With respect to any content you submit to the Platform that does not constitute PHI or a clinical record, including reviews, testimonials, suggestions, and feedback (collectively, “User Submissions”), you grant the Company a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, adapt, publish, and display such User Submissions in connection with the operation and promotion of the Services.

15.2 Exclusion of PHI. For the avoidance of doubt, the license in Section 15.1 does not extend to PHI, which is governed exclusively by the Privacy Policy, the Notice of Privacy Practices, and applicable law. The Company will not use your PHI in marketing materials or testimonials absent a valid written authorization satisfying 45 C.F.R. § 164.508.

15.3 Representations. You represent and warrant that you possess all rights necessary to grant the license set forth in Section 15.1 and that your User Submissions do not infringe the rights of any third party.

15.4 Moderation. The Company reserves the right, without obligation, to review, edit, refuse to post, or remove any User Submission at its sole discretion.

16. Intellectual Property Rights

16.1 The Platform and all content, software, source code, interfaces, designs, text, graphics, logos, service marks, trademarks, trade dress, and compilations thereof are the exclusive property of the Company or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property law.

16.2 Subject to your compliance with these Terms, the Company grants you a limited, revocable, nonexclusive, nontransferable, non-sublicensable license to access and use the Platform solely for your personal, non-commercial purposes in connection with the receipt of Services. All rights not expressly granted are reserved.

16.3 The Company name, the Avanta marks, and all associated logos are marks of the Company. You shall not use any such mark without the prior written consent of the Company.

16.4 Copyright Complaints. The Company respects the intellectual property rights of others. Notifications of claimed copyright infringement pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512, may be directed to the Company designated agent at legal@avantanetwork.com.

17. Third-Party Services and Content

17.1 The Platform may interoperate with or link to services operated by third parties, including payors, pharmacy benefit managers, benefit administrators, laboratories, health information exchanges, payment processors, and identity providers. Such third parties are independent of the Company and are governed by their own terms and privacy practices.

17.2 The Company does not endorse, and assumes no responsibility for, the content, accuracy, availability, security, or practices of any third-party service. Your dealings with any third party are solely between you and that third party.

17.3 Where a third party functions as a business associate of the Company within the meaning of 45 C.F.R. § 160.103, such third party shall be bound by a written business associate agreement governing the permitted uses and disclosures of PHI.

17.4 Mobile Information Excluded. Notwithstanding Section 17.1, your mobile telephone number and your messaging consent data are not shared with, sold to, or otherwise made available to any third party or affiliate identified in that Section, nor to any other third party or affiliate, for marketing or promotional purposes. The only disclosures of that information the Company makes are those permitted by Section 13.12.

18. Privacy and Protected Health Information

18.1 The Company collection, use, disclosure, and safeguarding of information is described in the Company Privacy Policy and Notice of Privacy Practices, which are incorporated into these Terms by reference.

18.2 Nothing in these Terms shall be construed to authorize any use or disclosure of PHI that is not permitted by the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder at 45 C.F.R. Parts 160 and 164, or by other applicable law. In the event of any conflict between these Terms and the Notice of Privacy Practices with respect to PHI, the Notice of Privacy Practices shall govern.

18.3 Mobile Information. The Company treatment of your mobile telephone number and messaging consent records is described at Part I, Section 6 of the Privacy Policy, including the restriction on sharing at Section 6.6. The undertaking at Section 13.12 of these Terms is given independently and is not diminished by the Privacy Policy. Where the Privacy Policy affords you greater protection with respect to that information, the Privacy Policy governs.

19. Disclaimer of Warranties

19.1 EXCEPT AS EXPRESSLY SET FORTH HEREIN AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL CONTENT MADE AVAILABLE THEREON ARE FURNISHED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

19.2 The Company expressly disclaims all implied warranties, including the implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and noninfringement, and any warranties arising out of course of dealing, course of performance, or usage of trade.

19.3 The Company does not warrant that the Platform will be uninterrupted, timely, secure, or error free; that defects will be corrected; that the Platform is free of viruses or other harmful components; or that any information obtained through the Platform is accurate, complete, or current.

19.4 Carve-Out. The disclaimers in this Section apply to the Platform and to informational content. NOTHING IN THIS SECTION IS INTENDED TO, NOR SHALL IT BE CONSTRUED TO, DISCLAIM, LIMIT, OR WAIVE THE PROFESSIONAL DUTY OF CARE OWED BY ANY ASSOCIATED PHYSICIAN IN THE RENDITION OF CLINICAL SERVICES, OR ANY WARRANTY OR RIGHT THAT MAY NOT BE DISCLAIMED OR WAIVED UNDER APPLICABLE LAW. Some jurisdictions do not permit the exclusion of certain warranties, and to that extent the foregoing exclusions may not apply to you.

20. Limitation of Liability

20.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE PLATFORM, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR RELATING TO THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO THE COMPANY FOR USE OF THE PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).

20.3 Carve-Out for Professional Liability and Non-Waivable Claims. THE LIMITATIONS SET FORTH IN SECTIONS 20.1 AND 20.2 DO NOT APPLY TO, AND SHALL NOT BE CONSTRUED TO LIMIT, (A) ANY CLAIM FOR PROFESSIONAL NEGLIGENCE OR MEDICAL MALPRACTICE ARISING FROM THE RENDITION OF CLINICAL SERVICES; (B) ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF THE COMPANY OR ITS PERSONNEL; (C) ANY LIABILITY ARISING FROM FRAUD, FRAUDULENT MISREPRESENTATION, OR WILLFUL MISCONDUCT; OR (D) ANY LIABILITY THAT MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. Claims described in this Section 20.3 shall be governed by the substantive law of the State of California applicable to such claims.

20.4 Allocation of Risk. You acknowledge that the limitations set forth in this Section reflect a reasonable allocation of risk and constitute an essential element of the basis of the bargain between the parties, and that the Company would not furnish the Platform absent such limitations.

20.5 Some jurisdictions do not permit the exclusion or limitation of incidental or consequential damages. In such jurisdictions, the liability of the Company shall be limited to the maximum extent permitted by law.

21. Indemnification

You shall indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, members, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorney fees, arising out of or relating to (a) your breach of these Terms; (b) your violation of any applicable law or of the rights of any third party; (c) your User Submissions; (d) any material misstatement or omission in the information you furnish to the Company; or (e) any unauthorized use of your Account attributable to your failure to safeguard your credentials. The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification hereunder, in which event you shall cooperate with the Company in asserting any available defense.

; or (f) your furnishing of a mobile telephone number you were not authorized to enrol, or your failure to notify the Company of a change in that number as required by Section 13.7.

22. Suspension and Termination

22.1 By You. You may terminate your Account at any time by written notice to the Company. Termination of your Account does not terminate any outstanding payment obligation and does not effect the destruction of your medical record, which the Company is obligated to retain in accordance with applicable law.

22.2 By the Company. The Company may suspend or terminate your access to the Platform, in whole or in part, with or without notice, where the Company reasonably determines that you have breached these Terms, that your conduct presents a risk to the safety or privacy of others, that suspension is required by law, or that continued provision of Platform access is operationally infeasible.

22.3 Continuity of Care. Suspension or termination of Platform access does not, standing alone, terminate any physician-patient relationship. The termination of a physician-patient relationship shall be effected only in accordance with applicable law and professional standards governing the avoidance of patient abandonment, including the provision of reasonable notice and reasonable assistance in securing alternative care.

22.4 Survival. Sections 1, 5, 6, 7, 9, 13, 15, 16, 18, 19, 20, 21, 23, 24, and 27 survive any termination or expiration of these Terms.

23. Dispute Resolution and Binding Arbitration

Please Read This Section Carefully

This Section requires the arbitration of most disputes on an individual basis and limits the remedies otherwise available to you in court. You may opt out of this Section in accordance with Section 23.8.

23.1 Informal Resolution. Prior to initiating any formal proceeding, the party asserting a dispute shall furnish the other party with written notice describing the dispute and the relief sought. The parties shall negotiate in good faith for a period of sixty (60) days following delivery of such notice. Notice to the Company shall be delivered to 600 City Parkway West, Orange, CA 92868 and to legal@avantanetwork.com.

23.2 Agreement to Arbitrate. Except as set forth in Section 23.5, any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, the Mart, or the relationship between the parties, whether sounding in contract, tort, statute, or otherwise, shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect. This Section evidences a transaction involving interstate commerce and is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

23.3 Arbitration Procedure. The arbitration shall be conducted by a single neutral arbitrator. The seat of arbitration shall be Orange County, California, provided that you may elect to participate by telephonic or video means, and that claims within the jurisdictional limit of small claims court may be adjudicated in that forum at the election of either party. The arbitrator shall have authority to award any relief available in a court of competent jurisdiction, shall apply the substantive law of the State of California, and shall issue a reasoned written award. Judgment upon the award may be entered in any court of competent jurisdiction.

23.4 Class Action Waiver. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator shall have no authority to consolidate the claims of multiple claimants or to preside over any form of representative proceeding. If this Section 23.4 is found unenforceable as to any claim or request for relief, that claim or request shall be severed from the arbitration and adjudicated in a court of competent jurisdiction, and the remaining claims shall proceed in arbitration.

23.5 Exclusions from Arbitration. The following are excluded from Section 23.2: (a) claims for professional negligence or medical malpractice, to the extent that the arbitration of such claims is restricted, conditioned, or prohibited by the law of the State of California, including any statutory requirement as to the form, disclosure, execution, or revocability of an arbitration agreement pertaining to health care services; (b) claims that may be brought in small claims court; (c) actions seeking temporary or preliminary injunctive relief to prevent the unauthorized use or disclosure of PHI or the infringement of intellectual property rights; and (d) any claim that applicable law provides may not be arbitrated.

23.6 Separate Health Care Arbitration Agreement. Where the law of the State of California requires that an agreement to arbitrate claims arising from health care services be executed as a separate instrument bearing prescribed notice language and a statutory right of revocation, such an instrument shall be presented to you separately, and this Section 23 shall not be construed to substitute for it or to abridge any right of revocation conferred by statute.

23.7 Costs. Payment of filing, administration, and arbitrator fees shall be governed by the rules of the administrator, provided that the Company shall bear such fees to the extent required to render this Section enforceable, and provided further that the arbitrator may award fees and costs to the prevailing party where authorized by applicable law.

23.8 Right to Opt Out. You may opt out of Sections 23.2 through 23.4 by delivering written notice of your election to 600 City Parkway West, Orange, CA 92868 within thirty (30) days of the date on which you first accepted these Terms. Such notice shall state your name, the electronic mail address associated with your Account, and an unequivocal statement of your election to opt out of arbitration. Opting out shall not affect any other provision of these Terms and shall not adversely affect your relationship with the Company or your receipt of Services.

23.9 Limitation Period. To the extent permitted by applicable law, any claim arising out of or relating to the Platform shall be commenced within one (1) year after the cause of action accrues, failing which such claim shall be permanently barred. This Section 23.9 does not apply to claims described in Section 23.5(a), which shall be governed by the applicable statute of limitations and statute of repose of the State of California.

24. Governing Law and Venue

These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles, except to the extent preempted by federal law, including the Federal Arbitration Act and the Health Insurance Portability and Accountability Act of 1996. Subject to Section 23, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, California.

25. Modification of Terms and Services

25.1 The Company reserves the right to modify these Terms at any time. Revised Terms shall be posted to the Platform with an updated “Last Updated” date. Where a modification is material, the Company shall furnish reasonable advance notice by electronic mail, in-Platform notification, or other reasonable means.

25.2 Your continued access to or use of the Platform following the effective date of revised Terms constitutes your acceptance thereof. If you do not accept the revised Terms, you shall discontinue use of the Platform and may terminate your Account.

25.3 The Company reserves the right to modify, suspend, or discontinue any feature of the Platform, or the Platform in its entirety, at any time and without liability, subject to its obligations to furnish continuity of care and to preserve access to medical records as required by law.

25.4 Notwithstanding Section 25.2, continued use of the Platform does not constitute consent to any material expansion of the Messaging Program described at Section 13. Such consent is obtained separately in accordance with Sections 13.4 and 13.13.

26. Nondiscrimination and Accessibility

26.1 The Company complies with applicable federal civil rights law, including Section 1557 of the Patient Protection and Affordable Care Act, 42 U.S.C. § 18116, Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975, and the Americans with Disabilities Act, and does not discriminate on the basis of race, color, national origin, age, disability, or sex.

26.2 Language assistance services and auxiliary aids and services are available without charge to individuals with limited English proficiency and to individuals with disabilities. To request such services, contact member support at (888) 505-4814.

26.3 The Company endeavors to conform the Platform to the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. If you encounter an accessibility barrier, contact support@avantanetwork.com so that the Company may furnish the information or transaction through an alternative accessible means.

27. General Provisions

27.1 Entire Agreement. These Terms, together with the Privacy Policy, the Notice of Privacy Practices, and any supplemental terms or consents executed by you, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, whether written or oral.

27.2 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, or, if modification is not possible, severed, and the remaining provisions shall continue in full force and effect.

27.3 No Waiver. The failure of the Company to enforce any provision of these Terms shall not constitute a waiver of that provision or of any other provision. A waiver is effective only if reduced to writing and signed by an authorized representative of the Company.

27.4 Assignment. You shall not assign or transfer these Terms or any right hereunder without the prior written consent of the Company. The Company may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

27.5 No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and their permitted successors and assigns, and confer no right or remedy upon any other person.

27.6 Relationship of the Parties. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

27.7 Force Majeure. The Company shall not be liable for any failure or delay in performance resulting from any cause beyond its reasonable control, including act of God, epidemic, pandemic, public health emergency, natural disaster, war, terrorism, civil disturbance, labor action, governmental order, utility failure, telecommunications failure, cyberattack, or supply chain disruption.

27.8 Notices. Notices to you may be delivered by electronic mail to the address associated with your Account, by in-Platform notification, or by first class mail to the address of record. Notices to the Company shall be delivered in writing to 600 City Parkway West, Orange, CA 92868.

27.9 Headings and Construction. Section headings are inserted for convenience only and shall not affect construction. The words “including” and “include” shall be construed as being followed by the phrase “without limitation.” These Terms shall not be construed against the drafting party.

27.10 Export and Territorial Scope. The Platform is intended for access from within the United States. The Company makes no representation that the Platform or the Services are appropriate or available for use in any other jurisdiction.

27.11 Language. These Terms are executed in the English language. The Company may furnish translations of these Terms for the convenience of members. IN THE EVENT OF ANY DISCREPANCY, INCONSISTENCY, OR AMBIGUITY BETWEEN THE ENGLISH LANGUAGE VERSION OF THESE TERMS AND ANY TRANSLATION, THE ENGLISH LANGUAGE VERSION SHALL GOVERN AND CONTROL. Nothing in this Section derogates from any right you may possess under applicable state law to receive a translated copy of a contract, or from the Company obligations under Section 26.2.

28. Contact Information

Questions regarding these Terms

Avanta
Attention: Legal Department
600 City Parkway West, Orange, CA 92868

Telephone: (888) 505-4814
Electronic Mail: legal@avantanetwork.com
Member Support: support@avantanetwork.com

Text Messaging Program: reply HELP to any message, or call (888) 505-4814.

By accessing the Platform or receiving Services, you acknowledge that you have read and understood these Terms and Conditions of Use and agree to be bound by them.