Terms and Conditions

Arch Healthcare, Inc. Umiwell

Effective Date: March 12, 2025

1. Non-Emergency Use

The Umiwell platform, encompassing its website, applications, and associated services (collectively, the “Service”), is not intended for medical emergencies or urgent care. In the event of a medical emergency or urgent care requirement, Users shall seek immediate in-person medical attention or contact emergency services by dialing 911. The Service is not suitable for all medical conditions or concerns.

2. Acceptance of Terms and Conditions

By selecting the “I Agree” button or otherwise manifesting assent to these Terms and Conditions (the “Terms” or “Agreement”), you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety. If you do not agree to these Terms, you are expressly prohibited from accessing, registering for, or utilizing the Service. You represent and warrant that any individual accepting these Terms on your behalf is your duly authorized agent. For purposes of this Agreement, “you” denotes the individual utilizing the Service or, in the case of a minor aged 13 to 18 years (or the applicable age of majority under state law), both the minor and the parent or legal guardian providing consent.

3. Mandatory Arbitration and Class Action Waiver

Unless you opt out as provided in Section 18, you and Arch Healthcare, Inc. (the “Company,” “we,” “us,” or “our”) mutually agree that any dispute, claim, or controversy arising out of or relating to the Service, these Terms, or services facilitated through the Service (collectively, “Disputes”) shall be resolved exclusively through confidential, binding arbitration on an individual basis, as detailed in Section 18. By utilizing the Service, you knowingly and voluntarily waive your right to a jury trial and to participate in any class action, collective action, or class-wide arbitration, except as expressly provided in Section 18. Procedures for opting out of arbitration are specified in Section 18.

4. Scope of the Service

Arch Healthcare, Inc., a Wyoming corporation doing business as Umiwell, owns and operates the website located at https://www.umiwell.com/ (the “Website”) and related applications. The Service facilitates connections between registered users (“Users”) and licensed healthcare providers (“Providers”) for telehealth consultations but does not provide medical services or prescription drug fulfillment. Access to and utilization of the Service, including its content (“Content”), are governed by these Terms. The Company reserves the right, in its sole discretion, to modify, suspend, or discontinue the Service or these Terms at any time, with such modifications effective upon posting to the Website. Continued utilization of the Service following such modifications constitutes acceptance of the revised Terms.

5. Relationship with the Company

The Service enables Users to connect with Providers for telehealth consultations. The Company does not engage in the practice of medicine or exercise control over Providers’ professional judgments. Providers are solely responsible for the medical services they render. By accepting these Terms, you acknowledge that Providers are third-party beneficiaries of this Agreement and possess the right to enforce its provisions. The Company is not a healthcare provider, and utilization of the Service does not establish a provider-patient relationship with the Company. Utilization of the Service may, however, establish a provider-patient relationship with Providers.

You consent to Providers contacting you through electronic means, including audio, video, email, or messaging services, regarding your care. The Company shall not be liable for the security or privacy of communication platforms utilized by you. You are solely responsible for monitoring and responding to communications from Providers, and neither the Company nor Providers shall be liable for any loss, injury, or damages resulting from your failure to respond or comply with Provider instructions.

Utilization of the Service establishes a direct customer relationship with the Company, and any personal information, including health information, provided by you is subject to the Company’s Privacy Policy, available at https://www.umiwell.com/privacy.

6. Telehealth Consent

The Service employs telehealth, which involves the delivery of healthcare services through electronic communications between Providers and Users not physically co-located. Telehealth presents benefits but also inherent risks and is not a substitute for in-person care in all circumstances. To utilize the Service, you shall review and execute an informed consent for telehealth (the “Telehealth Consent”) provided through the Service. The Company and Providers are third-party beneficiaries of the Telehealth Consent and possess the right to enforce its terms.

7. Exclusion of Prescription Drug Services

The Service does not provide or facilitate prescription drug services. Any prescriptions issued by Providers are managed independently by Providers and third-party pharmacies, outside the scope of the Company’s control or responsibility.

8. Financial Responsibility

Neither the Company nor Providers participate in federal or state healthcare programs, including Medicare or Medicaid, for services facilitated through the Service. All services are provided on a self-pay basis, and you are solely responsible for all associated costs. Neither you, the Company, nor Providers shall submit claims for reimbursement to such programs.

9. Eligibility and Restrictions

The Service is available solely to individuals located in states where the Service is offered, who are at least 18 years of age (or the age of majority in their jurisdiction) or, in the case of minors aged 13 to 18, whose parent or legal guardian provides consent. By accessing or utilizing the Service, you represent and warrant that:

  • You are at least 18 years of age or the age of majority in your jurisdiction, or a minor aged 13 or older with consent from a parent or legal guardian.

  • If providing consent for a minor, you are the minor’s parent or legal guardian with full legal authority to provide such consent.

  • You are located in the same state as the shipping address provided in your account at the time of any consultation with a Provider.

  • You shall comply with all applicable laws and utilize the Service solely for lawful purposes.

The Service is subject to state regulatory requirements, which may change without notice. Certain services may be subject to additional age restrictions or may require in-person care, as determined by Providers in their professional judgment.

10. User Obligations for Access

You shall, at your sole expense, provide and maintain compatible hardware and software, including a computer or mobile device with a video camera and Internet access, necessary to utilize the Service. You shall provide accurate, complete, and truthful information in all submissions to the Service. The Company reserves the right to modify access requirements at any time without prior notice.

11. Privacy Policy

The Company’s Privacy Policy, available at https://www.umiwell.com/privacy, governs the collection, use, and disclosure of your personal information. You are advised to review the Privacy Policy in its entirety.

12. Protected Health Information

The Company is not a “covered entity” under the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (collectively, “HIPAA”). The Company may, however, act as a “business associate” of Providers, handling “protected health information” (“PHI”) as defined by HIPAA, and shall comply with applicable HIPAA obligations in such capacity. Providers may be covered entities or business associates under HIPAA. Information subject to state-specific privacy laws (collectively with PHI, “Protected Information”) shall be used and disclosed solely in accordance with such laws. Information that does not constitute Protected Information may be used or disclosed in accordance with the Company’s Privacy Policy. You acknowledge and agree that any information submitted to the Company, which is not solely utilized for Provider diagnosis or treatment, is not Protected Information and is governed exclusively by the Company’s Privacy Policy and applicable state privacy laws.

13. Intellectual Property and License

The Service and its Content are protected by United States and international copyright laws. Subject to these Terms, the Company grants you a limited, non-transferable, revocable license to access and utilize the Service for personal, non-commercial purposes. All right, title, and interest in and to the Service and Content, including all intellectual property rights, are reserved by the Company. You shall not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices. The Company’s name, logos, and trademarks are proprietary to the Company and shall not be used without prior written consent.

14. License to User Submissions

Subject to applicable law, any data, comments, or other information submitted by you to the Service (collectively, “Submissions”) shall be deemed non-confidential and non-proprietary. You grant the Company a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, and fully sublicensable license to use, reproduce, modify, distribute, perform, and display Submissions for the purpose of operating and providing the Service to you and other Users. You represent and warrant that you possess all necessary rights to grant such license. In the event Submissions contain Protected Information, the Company’s rights under this section shall be limited to the extent required by applicable law.

15. Prohibited Conduct

You are expressly prohibited from utilizing the Service:

  • For any unlawful, fraudulent, or malicious purpose.

  • In any manner that damages, disables, or impairs the Service or its infrastructure.

  • To interfere with the use or enjoyment of the Service by other Users.

  • To gain unauthorized access to systems, data, or accounts through hacking, password mining, or other means.

  • To reverse engineer, decompile, or disassemble any portion of the Service.

  • To upload, transmit, or disseminate content that is unlawful, harmful, defamatory, obscene, or infringes upon the intellectual property or privacy rights of others.

  • To engage in spamming, phishing, or unsolicited advertising.

The Company reserves the right to suspend or terminate your access to the Service for any violation of this section and to cooperate with legal authorities in the investigation of suspected violations.

16. Monitoring Rights

The Company reserves the right, in its sole discretion, to monitor utilization of the Service and to remove any content that violates these Terms, is unlawful, may subject the Company to liability, or is inconsistent with the purpose of the Service.

17. Third-Party Services

Providers and other third parties may offer services through the Service (collectively, “Third-Party Services”). All interactions with such third parties, including Providers, are solely between you and the third party. The Company shall not be liable for any loss, damage, or dispute arising from such interactions. You hereby release and agree to indemnify and hold harmless the Company, its affiliates, officers, directors, employees, agents, and representatives (collectively, “Company Parties”) from any and all claims, demands, or damages arising out of or relating to Third-Party Services or disputes with third parties. If you are a California resident, you waive California Civil Code Section 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

18. Binding Arbitration and Class Action Waiver

18.1 Agreement to Arbitrate

You and the Company mutually agree that any Dispute not resolved through an Informal Dispute Resolution Conference, as described in Section 18.2, shall be resolved exclusively through confidential, binding arbitration before a single arbitrator appointed by the American Arbitration Association (“AAA”), in accordance with the AAA Consumer Arbitration Rules and, where applicable, the Supplementary Procedures for Consumer-Related Disputes (collectively, “Rules”). Arbitration shall be conducted by telephonic or videoconference means unless otherwise mutually agreed in writing. The arbitrator’s award shall be final and binding, subject to limited judicial review, and may be entered as a judgment in any court of competent jurisdiction.

18.2 Informal Dispute Resolution

Prior to initiating arbitration, the parties shall engage in a good-faith Informal Dispute Resolution Conference, conducted via teleconference or videoconference, within forty-five (45) days of written notice, unless extended by mutual written agreement. Notice to the Company shall be sent to info@umiwell.com or Arch Healthcare, Inc., 30 N Gould St Ste R, Sheridan, WY 82801, and shall include your name, mailing address, email address, and a detailed description of the Dispute. The Company shall send notice to the address associated with your account. If the Dispute remains unresolved within thirty (30) days following the Informal Dispute Resolution Conference, either party may initiate arbitration.

18.3 Arbitration Costs

Arbitration costs shall be governed by the AAA’s fee schedule. If your portion of the costs is deemed prohibitive compared to litigation costs, the Company may, at the arbitrator’s discretion, pay such costs as necessary to prevent arbitration from being cost-prohibitive. Each party shall bear its own attorneys’ fees and expenses, unless otherwise required by applicable law.

18.4 Exceptions to Arbitration

Disputes arising from infringement of either party’s intellectual property rights or violations of the Computer Fraud and Abuse Act may be adjudicated in state or federal courts located in Sheridan County, Wyoming, and both parties consent to the personal jurisdiction of such courts for such purposes. Either party may pursue an individual action in small claims court for Disputes within the scope of such court’s jurisdiction, provided the action remains individual and is not removed to another court.

18.5 Class Action Waiver

All Disputes subject to arbitration under this Agreement shall be resolved on an individual basis. No class action, collective action, or representative action is permitted. The arbitrator may award relief solely to the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim. If any portion of this class action waiver is deemed unenforceable, such portion shall be severed, and the affected Dispute shall be adjudicated exclusively in state or federal courts located in Sheridan County, Wyoming, with all other Disputes remaining subject to arbitration. Any litigation of severed claims shall be stayed pending resolution of arbitrated claims. Both parties consent to the personal jurisdiction of Wyoming courts for such purposes.

18.6 Batch Arbitration

In the event one hundred (100) or more arbitration demands of a substantially similar nature are filed against the Company within a thirty (30)-day period by or with the assistance of the same law firm or group of law firms, the AAA shall: (i) administer the demands in batches of one hundred (100) arbitrations per batch, with any remaining arbitrations forming a final batch; (ii) appoint a single arbitrator for each batch; and (iii) resolve each batch as a single consolidated arbitration with one set of filing and administrative fees per side, one procedural calendar, one hearing (if any) in a location determined by the arbitrator, and one final award (“Batch Arbitration”). Arbitration demands are deemed substantially similar if they arise from the same event, act, omission, or practice, raise similar legal issues, and seek similar relief. If the parties disagree on the applicability of Batch Arbitration, the AAA shall appoint a sole Administrative Arbitrator to resolve such disagreement, with fees paid by the Company. The parties shall cooperate in good faith with the AAA to implement Batch Arbitration, including payment of single fees and adoption of expedited procedures.

18.7 Opt-Out Procedure

You may opt out of this arbitration agreement by providing written notice to the Company within thirty (30) days of first accepting these Terms. Such notice shall be sent to info@umiwell.com, with the subject line “Arbitration Opt-Out,” and shall include your full name, mailing address, email address, and a clear statement of your intent to opt out of arbitration. Opting out of this arbitration agreement shall not affect any other arbitration agreements between you and the Company.

18.8 Governing Law for Arbitration

This arbitration agreement and any arbitration proceedings shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), notwithstanding any other provision of these Terms.

18.9 Modifications to Arbitration Provisions

If the Company modifies the arbitration provisions of these Terms, such modifications shall not apply to any Dispute for which either party has provided written notice prior to the effective date of the modification. You may reject any such modification by sending written notice to info@umiwell.com within thirty (30) days of the modification’s posting, specifying your intent to reject the change. Rejection shall not affect your obligation to arbitrate under the Terms in effect at the time you first accepted them.

19. Governing Law and Venue

These Terms and the Service shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles, and, where applicable, the FAA. For any Disputes not subject to arbitration, exclusive jurisdiction and venue shall reside in the state and federal courts located in Sheridan County, Wyoming. You irrevocably consent to the personal jurisdiction and venue of such courts.

20. Severability

If any provision of these Terms is found to be invalid or unenforceable, such provision shall be reformed to the extent necessary to reflect its original intent, as permitted by applicable law, and the remaining provisions shall remain in full force and effect. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions.

21. No Agency Relationship

These Terms do not create any agency, partnership, joint venture, employment, or other relationship between you and the Company or Providers. You shall not enter into any contract on behalf of the Company or bind the Company in any manner.

22. Assignment

You shall not assign, delegate, or transfer any rights or obligations under these Terms without the prior written consent of the Company, and any such attempt shall be null and void. The Company may, in its sole discretion, assign or transfer its rights and obligations under these Terms, in whole or in part, to any affiliate or third party without notice, including in connection with a merger, sale of assets, or other business transaction.

23. Third-Party Beneficiaries

Providers are third-party beneficiaries of these Terms and the Telehealth Consent, with the right to enforce their respective provisions. Except as expressly provided herein, no other individual or entity shall have any right to enforce any provision of these Terms or claim any benefit hereunder.

24. Notices

Notices from the Company regarding the Service or these Terms may be delivered by email, posted on the Service, or sent via regular mail to the address associated with your account, at the Company’s sole discretion. Notices to the Company shall be sent to info@umiwell.com or Arch Healthcare, Inc., 30 N Gould St Ste R, Sheridan, WY 82801.

25. Electronic Communications

By utilizing the Service or communicating with the Company or Providers through electronic means, you consent to receive communications electronically, including via email, messaging, or the Service. All agreements, notices, disclosures, and other communications provided electronically shall satisfy any legal requirement that such communications be in writing. You acknowledge that electronic communications may pose risks of unintended disclosure, and you assume such risks.

26. Entire Agreement

These Terms, together with the Privacy Policy and Telehealth Consent, constitute the entire agreement between you and the Company with respect to the Service, superseding all prior or contemporaneous agreements, understandings, or representations, whether written or oral.

27. Contact Information

For inquiries or concerns regarding these Terms, contact the Company at:

  • Email: info@umiwell.com

  • Mail: Arch Healthcare, Inc., 30 N Gould St Ste R, Sheridan, WY 82801

The Company shall endeavor to respond promptly to all inquiries.