Terms of Service | Karpa Health

These Terms of Service (these “Terms”) govern your access to and use of the websites, software, platform, onboarding workflows, administrative tools, operational support, and related services (the “Services”) provided by Karpa Health LLC (“Karpa Health,” “Karpa,” “we,” “us,” or “our”). By accessing or using the Services, creating an account, submitting information, signing an order form, or otherwise engaging with Karpa Health, you (“you” or “Customer”) agree to these Terms. If you do not agree, you may not access or use the Services.

1. Acceptance of Terms; Authority

These Terms form a binding agreement between you and Karpa Health. If you accept these Terms on behalf of an entity, you represent that you are at least eighteen (18) years old and authorized to bind that entity, and “you” refers to that entity. Your access constitutes acceptance of the version of these Terms then in effect.

2. Definitions

“Applicable Law” means all federal, state, and local laws, rules, regulations, and professional-board, payment-network, and self-regulatory requirements applicable to your business or use of the Services, including HIPAA, HITECH, the FTC Act, the Federal Food, Drug, and Cosmetic Act and FDA requirements (including Sections 503A and 503B), the Ryan Haight Act, and state telehealth, pharmacy, consumer-protection, automatic-renewal, privacy, data-security, corporate-practice-of-medicine, fee-splitting, anti-kickback, and patient-brokering laws.

“Compounded Medication” means a drug preparation compounded by a licensed pharmacy that is not an FDA-approved finished drug product.

“Controlled Substance” means a substance listed on any federal or state controlled-substance schedule.

“Order Form” means an order form, invoice, checkout page, statement of work, or similar document referencing these Terms.

“Provider” means an independent licensed healthcare professional or provider group that provides clinical services.

“Pharmacy Partner” means an independent licensed pharmacy or pharmacy vendor that may fulfill prescriptions.

“PHI” means protected health information as defined under HIPAA.

3. Overview of Karpa Health; Non-Clinical Role

Karpa Health provides telehealth infrastructure, software, operational support, intake technology, provider-coordination workflows, pharmacy-partner workflow coordination, payment-workflow support, website and brand implementation, and related business services for cash-pay telehealth and wellness programs.

Karpa Health is not a healthcare provider, pharmacy, manufacturer, compounding pharmacy, or medical practice, and does not practice medicine, prescribe, dispense, compound, manufacture, or ship medications, or act as merchant of record. Clinical services, consultations, treatment decisions, prescriptions, and patient-care decisions are made solely by independent Providers. Pharmacy services, where applicable, are provided solely by independent Pharmacy Partners.

4. Eligibility and Approved Use

The Services may be made available to approved customers, including healthcare organizations, clinics, wellness businesses, brand operators, gyms, creators, entrepreneurs, and other business partners, depending on the applicable program structure. We may approve, reject, suspend, or terminate access at our discretion, including where we believe a proposed use may create legal, regulatory, payment-processor, reputational, operational, clinical, or compliance risk. You may use the Services only for lawful business purposes and only in accordance with these Terms, any applicable agreement or Order Form, Applicable Law, and any requirements provided by Karpa Health, Providers, Pharmacy Partners, vendors, or payment processors.

5. No Medical Services or Medical Advice

Karpa Health does not provide medical advice, diagnosis, treatment, prescriptions, or clinical decision-making. Any health-related information, website content, educational material, workflow, intake form, administrative support, or operational guidance provided by Karpa Health is for administrative, operational, informational, or technology-support purposes only. Only licensed Providers may evaluate patients, determine clinical eligibility, provide consultations, issue prescriptions, approve treatment, or make clinical decisions. You may not represent that Karpa Health provides medical care or guarantees treatment, prescriptions, medication availability, or clinical determinations.

6. Provider and Pharmacy Relationships

Providers and Pharmacy Partners are independent third parties and are not employees or agents of Karpa Health unless expressly stated in a separate written agreement. Karpa Health does not control or override clinical judgment, prescribing or dispensing decisions, the provider-patient relationship, pharmacy review, medication availability, shipping timelines, or pharmacy compliance obligations. All prescriptions, where applicable, depend on Provider review, patient eligibility, Applicable Law, and Pharmacy Partner acceptance. Medication availability may vary by Provider, Pharmacy Partner, state, patient eligibility, supply, and regulatory requirements. As between you and Karpa Health, Karpa Health is not responsible or liable for any act, omission, clinical decision, prescribing decision, dispensing decision, or compounding decision of any Provider or Pharmacy Partner.

7. Products, Formulary, and Regulatory Acknowledgments

Formulary control. Karpa Health may establish, modify, restrict, suspend, or remove any product, medication category, or program at any time, with or without cause, and has no obligation to offer, continue offering, or cause fulfillment of any product.

No FDA approval. You acknowledge that Compounded Medications are not FDA-approved finished drug products, are not reviewed by FDA for safety, efficacy, or quality, and are subject to evolving federal and state restrictions. Certain substances, including certain peptides and investigational compounds, may be restricted, ineligible for compounding, or prohibited under Applicable Law, and their regulatory status may change.

Clinical and dispensing responsibility. Whether any product may lawfully be prescribed, compounded, or dispensed for any patient rests solely with the applicable Provider and Pharmacy Partner. Karpa Health does not determine, represent, or warrant the legal status, regulatory classification, eligibility for compounding, safety, or efficacy of any product available through or referenced in connection with the Services.

Assumption of risk. You have independently evaluated, or had the opportunity to evaluate with advisors of your choosing, the legal and regulatory risks of marketing and selling weight-management, GLP-1, hormone-therapy, peptide, and Compounded Medication products, and you assume all such risk. Karpa Health makes no representation that any product, program, or business model is lawful in any jurisdiction.

8. Controlled Substances

You may not market, promote, or enable intake for any Controlled Substance unless expressly approved in writing by Karpa Health and by all applicable Providers and Pharmacy Partners. You acknowledge that telemedicine prescribing of Controlled Substances is subject to additional federal and state requirements, including the Ryan Haight Act and applicable evaluation requirements, and that compliance with those requirements rests with the prescribing Provider.

9. Customer Responsibilities

You are responsible for all business activities conducted by or under your brand, including:

marketing, advertising, lead generation, offer positioning, website and promotional claims, and customer communications;
pricing decisions, business operations, and any customer-support responsibilities assigned to you;
compliance with Applicable Law, payment-processor requirements, advertising-platform rules, consumer-protection laws, and telemarketing, SMS, and email-marketing rules; and
ensuring that your use of the Services does not mislead patients, customers, Providers, Pharmacy Partners, regulators, payment processors, or the public.

You are responsible for obtaining any business licenses, permits, registrations, insurance, approvals, or professional support required for your business activities.

10. Customer Representations and Warranties

You represent, warrant, and covenant, on a continuing basis, that:

you are duly organized and authorized, and hold all licenses and authorizations required for your business;
you will comply with all Applicable Law in operating your business and using the Services;
all of your marketing and customer communications will be truthful, substantiated, and not false, misleading, or deceptive, and will comply with FTC, state consumer-protection, automatic-renewal, TCPA, and CAN-SPAM requirements;
you will not practice medicine or pharmacy, hold yourself out as a Provider, pharmacy, or prescriber, or represent that you or Karpa Health provides clinical services;
you will not promise or imply prescription approval, medication access, refills, or clinical outcomes, and will not recommend or direct any medication, dosage, or treatment plan;
you will not sell, market, or promote research-use-only products for human or animal consumption, or market any product as FDA-approved when it is not; and
you will not influence or attempt to influence any Provider or Pharmacy Partner clinical or dispensing judgment.

11. Marketing, Advertising, and Public Claims

You are solely responsible for your marketing, advertising, sales materials, claims, offers, funnels, landing pages, social-media content, and email, SMS, and call campaigns. You may not make claims that are false, misleading, deceptive, unsupported, or inconsistent with Applicable Law, Provider or Pharmacy Partner requirements, payment-processor or advertising-platform rules, or Karpa Health’s instructions. You may not imply that prescriptions are guaranteed, that a patient will qualify, that a specific medication will be available or prescribed, that Karpa Health provides medical care, that business results are guaranteed, or that your program is endorsed by any third party without written authorization. Karpa Health may require you to remove or modify materials that we believe create risk or violate these Terms.

12. No Business Opportunity or Earnings Guarantee; Assumption of Business Risk

Karpa Health does not sell a franchise, business opportunity, income system, or investment opportunity, and does not guarantee revenue, profit, patient or lead volume, advertising performance, return on investment, or any financial outcome. Any examples, projections, testimonials, or case studies are illustrative only and are not typical, expected, promised, or guaranteed. Starting and operating any business involves risk, and you may lose some or all of your investment. You assume all business and regulatory risk of your program.

13. Account Registration and Access

You may be required to create an account or provide information. You agree to provide accurate, complete, and current information and to update it as needed. You are responsible for maintaining the confidentiality of login credentials and for all activity under your account, may not share credentials or allow unauthorized access, and must immediately notify Karpa Health of any suspected unauthorized access, security incident, or misuse.

14. Fees, Payments, and Billing

Fees may include setup, platform, subscription, implementation, usage, support, transaction-related, or other charges described in an Order Form, invoice, checkout page, or agreement. You agree to pay all applicable fees when due. Unless otherwise stated in writing, fees are non-refundable. Karpa Health may use third-party payment processors, whose terms, underwriting, and approval govern that processing, and Karpa Health does not guarantee that any processor will approve or continue processing for your program. You may not use the Services or payment workflows to process unsupported, prohibited, misleading, unlawful, or unauthorized transactions.

Fee characterization. The parties intend that all fees are bona fide payments at fair market value for legitimate technology, infrastructure, administrative, implementation, integration, support, and platform services actually provided by Karpa Health, and that no fee is intended or shall be construed as payment for, or as varying with the volume or value of, any referral, prescription, clinical service, or pharmacy order. No fee is a referral fee, fee split, kickback, commission on medical services or prescriptions, medication markup, or patient-brokering payment. If any authority determines, or a party reasonably concludes on advice of counsel, that any fee may not comply with corporate-practice-of-medicine, fee-splitting, anti-kickback, or patient-brokering law, the parties shall negotiate in good faith to restructure it to comply while preserving its economic intent, and Karpa Health may modify or suspend the affected arrangement pending restructuring.

15. Subscription Terms and Cancellation

If you purchase a subscription, it continues for the period stated in your Order Form and, unless otherwise stated in writing, automatically renews until canceled. You are responsible for canceling in accordance with the applicable process. Cancellation does not relieve you of fees already due or incurred, and Karpa Health may suspend or terminate Services for non-payment.

16. Implementation, Launch Timelines, and Dependencies

Karpa Health may assist with website setup, intake configuration, payment-workflow setup, and provider and pharmacy coordination workflows. Any launch or implementation timeline is an estimate only and may depend on factors outside Karpa Health’s control, including your responsiveness and content, Provider and Pharmacy Partner availability, payment-processor approval, compliance review, technical dependencies, third-party performance, and regulatory requirements. Karpa Health does not guarantee any launch date unless expressly agreed in writing.

17. Acceptable Use

You agree not to use the Services to:

violate any law, regulation, professional requirement, or third-party right;
make false, misleading, deceptive, or unsupported medical, health, financial, or business claims, or promote guaranteed prescriptions, treatment, medication access, results, or business outcomes;
represent that Karpa Health provides medical care, prescriptions, pharmacy services, or medication fulfillment;
bypass or interfere with Provider review, clinical decision-making, pharmacy review, compliance workflows, or patient-eligibility requirements;
sell, market, or promote research-use-only products for human or animal consumption, or market products as FDA-approved, legal, compounded, prescribed, or available when such claims are false, misleading, unsupported, or not approved by Karpa Health;
use the Services for Controlled Substances except as expressly approved under Section 8;
upload malicious code, interfere with platform security, attempt unauthorized access, or scrape, copy, reverse engineer, or misuse the platform;
misrepresent your identity, business, authority, licenses, or relationship with Karpa Health; or
violate payment-processor, advertising-platform, email, SMS, consumer-protection, healthcare, privacy, or data-security rules, or otherwise act in a way that could harm Karpa Health, Providers, Pharmacy Partners, vendors, patients, or third parties.

Karpa Health may suspend or terminate access if we believe your use creates legal, regulatory, reputational, payment, operational, clinical, security, or compliance risk.

18. Healthcare and Regulatory Compliance; Regulatory Notices

You are responsible for ensuring that your use of the Services complies with all Applicable Law. Karpa Health may provide operational workflows, templates, technology, or general support, but such support does not constitute legal, medical, regulatory, tax, accounting, or compliance advice, and you should consult qualified advisors regarding your business model and obligations. You shall notify Karpa Health within forty-eight (48) hours after receiving any regulatory inquiry, subpoena, civil investigative demand, board complaint, payment-processor inquiry, or legal notice relating to the Services, your program, Provider services, or patient services.

19. HIPAA, PHI, and Data Protection

Karpa Health may process PHI when acting as a business associate or subcontractor business associate under an applicable Business Associate Agreement, which the parties will enter where required and which controls over these Terms on PHI matters. You agree not to submit PHI to Karpa Health except through designated secure workflows or as otherwise authorized in writing, and you are responsible for ensuring that your users, staff, vendors, and systems use the Services consistently with HIPAA, applicable privacy and security laws, and any applicable Business Associate Agreement.

20. Privacy

Our collection, use, and disclosure of information is described in our Privacy Policy, which you acknowledge you have reviewed. You are responsible for providing any required privacy notices, consents, authorizations, or disclosures to your own customers, patients, leads, staff, and users as required by Applicable Law.

21. Third-Party Services

The Services may integrate with or depend on third-party services, including Providers, Pharmacy Partners, payment processors, hosting, communication platforms, analytics, advertising platforms, scheduling, CRM, and identity-verification tools. Karpa Health is not responsible for third-party services, delays, outages, errors, pricing changes, approvals, denials, restrictions, policies, or performance, and does not guarantee that any third-party service will remain available, compatible, approved, or unchanged. Your use of third-party services may be subject to separate terms, fees, and privacy policies.

22. Intellectual Property

Karpa Health and its licensors own all rights in the Services, platform, software, workflows, templates, documentation, designs, content, branding, technology, and processes, except for Customer Materials. Subject to your compliance with these Terms and payment of fees, Karpa Health grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your approved business purposes. You may not copy, reproduce, distribute, resell, sublicense, modify, reverse engineer, decompile, create derivative works from, or exploit any part of the Services except as expressly authorized in writing.

23. Customer Materials

You retain ownership of materials you provide to Karpa Health, such as logos, brand assets, copy, images, business information, and customer lists (“Customer Materials”). You grant Karpa Health a limited right to use Customer Materials as necessary to provide, configure, support, improve, and operate the Services. You represent and warrant that you have all rights necessary to provide Customer Materials and that they do not infringe any third-party right or violate Applicable Law. Karpa Health may remove or refuse to use Customer Materials that we believe are unlawful, misleading, infringing, inappropriate, or risky.

24. Feedback

If you provide feedback, suggestions, ideas, or feature requests, you grant Karpa Health the right to use them without restriction or compensation.

25. Confidentiality

You may receive non-public information from Karpa Health, including pricing, business processes, workflows, technical information, partner information, and implementation materials. You agree to protect that information and not disclose it except as authorized in writing or required by law. Confidential information does not include information that is publicly available, already known without obligation, independently developed, or lawfully received from another source.

26. AI and Automation Features

Karpa Health may use artificial intelligence, automation, or software-assisted workflows for administrative, operational, documentation, intake, routing, summarization, or review processes. AI and automation outputs are not medical advice, diagnosis, treatment recommendations, prescriptions, or substitutes for Provider judgment, and licensed Providers remain solely responsible for clinical review and patient care. You are responsible for reviewing outputs before relying on them for business, operational, or customer-facing purposes.

27. Suspension and Termination

Karpa Health may suspend or terminate your access at any time, without liability, if you violate these Terms, fail to pay fees when due, or your use creates legal, regulatory, payment-processor, security, reputational, operational, clinical, or compliance risk; if a Provider, Pharmacy Partner, vendor, payment processor, or third-party partner restricts or discontinues support; if required by law, regulation, court order, or government request; or if we discontinue or materially change the Services. Upon termination, your right to access the Services ceases. Termination does not relieve you of payment obligations incurred before termination. Sections that by their nature should survive will survive, including payment, fee characterization, intellectual property, confidentiality, disclaimers, limitation of liability, release, indemnification, third-party beneficiaries, limitation period, and dispute resolution.

28. Disclaimers

The Services are provided “as is” and “as available.” To the fullest extent permitted by law, Karpa Health disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, reliability, security, compliance, and uninterrupted operation, and any warranty regarding the legality, safety, efficacy, or regulatory status of any product, program, Provider service, or Pharmacy Partner service. Karpa Health does not warrant that the Services will meet your requirements or be uninterrupted or error-free; that any Provider, Pharmacy Partner, payment processor, vendor, or advertising platform will approve or support your program; that any patient will qualify, any Provider will prescribe, any Pharmacy Partner will dispense, or any medication will be available; or that your business will generate revenue, profit, patients, leads, or return on investment.

29. Limitation of Liability

To the fullest extent permitted by law, Karpa Health and its owners, officers, employees, contractors, agents, partners, vendors, and affiliates will not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or lost-profit damages, including loss of revenue, business, goodwill, or data, business interruption, advertising losses, payment-processor restrictions, regulatory issues, or Provider, Pharmacy Partner, or third-party decisions or failures. To the fullest extent permitted by law, Karpa Health’s total cumulative liability for any claim arising out of or relating to the Services or these Terms will not exceed the amount you paid to Karpa Health for the Services giving rise to the claim during the three (3) months before the event giving rise to liability.

The foregoing limitations do not limit your payment, confidentiality, intellectual-property, or indemnification obligations, your unauthorized use of Karpa Health intellectual property or PHI, or your fraud, willful misconduct, or violation of Applicable Law. Some jurisdictions do not allow certain limitations, so some may not apply to you.

30. Release

You release Karpa Health and its owners, officers, employees, contractors, agents, and affiliates from any claim or dispute arising between you and any Provider, Pharmacy Partner, patient, customer, vendor, or payment processor, including any claim relating to clinical care, prescribing, dispensing, product legality or quality, shipping, refunds, chargebacks, or payment processing. If you are a California resident, you waive California Civil Code Section 1542 and any similar law, which would otherwise preserve rights as to claims you do not know or suspect to exist in your favor at the time of the release.

31. Indemnification

You agree to defend, indemnify, and hold harmless Karpa Health and its owners, officers, employees, contractors, agents, partners, vendors, and affiliates from and against any claims, damages, liabilities, losses, costs, expenses, fines, penalties, investigations, demands, and fees, including reasonable attorneys’ fees, arising out of or relating to:

your use or misuse of the Services, your business operations, and your marketing, advertising, sales, websites, funnels, offers, or public claims;
your violation of these Terms, Applicable Law, or third-party rights;
your failure to obtain required licenses, approvals, notices, consents, or authorizations;
your payment-processing activities and your communications with customers, patients, leads, or users;
your Customer Materials;
your negligence, fraud, willful misconduct, or misrepresentation, and claims by your customers, patients, users, vendors, employees, contractors, or business partners;
any representation that Karpa Health provides medical care, prescriptions, pharmacy services, medication fulfillment, or guaranteed business or patient outcomes; and
any allegation that you practiced medicine, controlled clinical decisions, improperly marketed prescription, compounded, or investigational products, or engaged in unlawful referral, fee-splitting, kickback, or patient-brokering conduct.

Karpa Health may control the defense of any indemnified matter with counsel of its choosing, and you agree to cooperate. You shall not settle any matter in a way that imposes any obligation on Karpa Health without our written consent. This indemnification is not limited by any insurance you carry and is not subject to the limitation of liability in Section 29.

32. Third-Party Beneficiaries

Providers, Pharmacy Partners, and Karpa Health vendors are intended third-party beneficiaries of Sections 5, 6, 7, 28, 29, and 30 and may enforce those Sections directly. Except as stated in this Section, these Terms confer no rights on any person other than you and Karpa Health.

33. Limitation Period

Any claim arising out of or relating to the Services or these Terms must be commenced within one (1) year after the cause of action accrues, except where a longer period is required by Applicable Law, otherwise such claim is permanently barred.

34. Taxes

You are responsible for any taxes, duties, assessments, or governmental charges associated with your purchases, business operations, transactions, or use of the Services, except for taxes based on Karpa Health’s net income.

35. Changes to Services

Karpa Health may modify, suspend, discontinue, replace, or limit any part of the Services at any time, and may add, remove, or change features, workflows, Providers, Pharmacy Partners, vendors, integrations, payment options, supported programs, medication categories, or operational processes. We are not liable for any such change or discontinuation.

36. Changes to These Terms

We may update these Terms from time to time and will update the “Last updated” date above. We may provide additional notice where required by law or where we determine the changes are material. Your continued use of the Services after updated Terms are posted or provided means you accept the updated Terms.

37. Governing Law

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles.

38. Dispute Resolution; Arbitration; Class Waiver

Informal resolution. Before filing any claim, you agree to first contact Karpa Health at [email protected] and attempt to resolve the dispute informally for at least thirty (30) days.

Binding arbitration. Any dispute not resolved informally shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Florida, and may proceed by video conference unless the arbitrator requires otherwise.

Class and jury waiver. Disputes shall be resolved only on an individual basis. You waive any right to participate in a class action, class arbitration, or representative proceeding, and you waive any right to a trial by jury to the fullest extent permitted by law.

Equitable relief; fees. Either party may seek emergency injunctive or equitable relief in the state or federal courts located in Florida for actual or threatened misuse of intellectual property, breach of confidentiality, misuse of PHI, or conduct creating imminent legal or regulatory harm, and you consent to the jurisdiction and venue of those courts. The prevailing party in any proceeding is entitled to recover reasonable attorneys’ fees and costs.

39. Force Majeure

Karpa Health will not be liable for any delay or failure to perform resulting from events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or hosting failures, cyberattacks, government or regulatory actions, Provider or Pharmacy Partner disruptions, payment-processor restrictions, supply-chain issues, or third-party service failures.

40. Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. Karpa Health may assign these Terms in connection with a merger, acquisition, reorganization, financing, sale of assets, or by operation of law.

41. Electronic Communications and Signatures

You consent to receive communications from Karpa Health electronically, and you agree that electronic notices, agreements, and records satisfy any legal requirement that such communications be in writing. Electronic signatures are valid and binding.

42. Severability

If any provision of these Terms is found unenforceable, it shall be modified to the minimum extent necessary to be enforceable, and the remaining provisions remain in full force and effect.

43. No Waiver

Our failure to enforce any provision does not waive our right to enforce that or any other provision later.

44. Entire Agreement; Order of Precedence; No Reliance

These Terms, together with any applicable Order Form, invoice, checkout terms, Business Associate Agreement, Privacy Policy, or signed written agreement, constitute the entire agreement between you and Karpa Health regarding the Services. If there is a conflict, a signed written agreement controls, then the applicable Order Form, then these Terms, except that a Business Associate Agreement controls on PHI matters. You acknowledge that you have not relied on any representation not expressly stated in these Terms or a signed agreement.

45. Interpretation

Headings are for convenience only. “Include,” “includes,” and “including” mean without limitation. References to a Section are to a Section of these Terms.

46. Contact

Karpa Health LLC Email: [email protected] Website: https://karpahealth.com