Membership Agreement

Optimist Health Membership, Platform Services, and Subscription Agreement

This Agreement is entered into and becomes effective as of the date electronically accepted by the undersigned individual (“Member” or “you”) (the “Effective Date”), by and between OPTIMIST HEALTH, INC., a Delaware corporation, doing business as “Optimist Health” (“Optimist,” the “Company,” “we,” or “us”) and MEMBER.

WHEREAS, Optimist is a management services organization that provides administrative, technology, and care-coordination support services through a patient-facing platform, and does not practice medicine or pharmacy;

WHEREAS, professional medical services, including evaluation, diagnosis, clinical decision-making, prescribing, treatment planning, informed consent, monitoring, and medical record documentation, are furnished exclusively by duly licensed clinicians engaged through an independent clinical entity or medical group contracted by the Company (the “Clinical Entity”), which operates independently of Optimist;

WHEREAS, prescription medications, including compounded topical testosterone and any additional therapies that may be offered from time to time, are dispensed and shipped exclusively by properly licensed pharmacies, including 503A compounding pharmacies, pursuant to valid, patient-specific prescriptions issued by licensed prescribers;

WHEREAS, Optimist does not take title to, take possession of, store, handle, distribute, or transport prescription medications or controlled substances, is not a third-party logistics provider, and does not act as a wholesaler, distributor, dispenser, or pharmacy, and any medication is dispensed and shipped solely by the Dispensing Pharmacy pursuant to a valid prescription; and

WHEREAS, Member desires to enroll in the Company’s membership program for access to Optimist’s administrative and platform services, subject to clinical appropriateness determinations made solely by licensed clinicians and subject to applicable federal and state law;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Purpose, Scope and Separation of Services

Optimist provides access to its technology platform and related non-clinical administrative and coordination services (the “Platform Services”), which may include account onboarding and administration, identity and location verification workflows, intake collection and routing, scheduling facilitation, payment processing and subscription management, administrative support regarding laboratory coordination as directed by the ordering clinician, secure communications tooling to facilitate non-urgent message routing, and administrative support regarding shipment status and delivery issues. Optimist does not diagnose, prescribe, determine medical necessity, establish treatment protocols, direct clinical decisions, or exercise pharmacy professional judgment, and Optimist does not compound, dispense, or ship prescription medications.

For avoidance of doubt, Optimist does not take title to or possession of any prescription medication, does not store or handle medications, does not arrange shipment as a carrier or logistics provider, and does not act as a third-party logistics provider, distributor, wholesaler, or pharmacy. Any dispensing, labeling, packaging, storage, and shipment of prescription medication is performed solely by the Dispensing Pharmacy under its license and professional judgment.

All professional medical services (the “Clinical Services”) are furnished exclusively by licensed clinicians engaged through the Clinical Entity. Any clinician–patient relationship exists solely between Member and the treating clinician and/or the Clinical Entity. The Clinical Entity is solely responsible for clinical decision-making, prescribing, treatment determinations, patient counseling and informed consent for treatment, clinical monitoring, and medical record documentation.

All pharmacy services (the “Pharmacy Services”) are furnished exclusively by a properly licensed Dispensing Pharmacy, which compounds where applicable, dispenses, and ships medications pursuant to a valid, patient-specific prescription. The Dispensing Pharmacy is solely responsible for dispensing decisions and pharmacy professional judgment, as well as compliance with applicable pharmacy law, labeling, counseling, recordkeeping, controlled substance requirements where applicable, and shipment practices.

For purposes of this Agreement, “Clinical Entity” means the independent medical practice, physician group, or affiliated professional entity that contracts with the Company to furnish Clinical Services to Members, as may be updated from time to time. The identity of the Clinical Entity furnishing services to Member will be made available in connection with Member’s clinical encounter and/or through the Member’s account portal.

For purposes of this Agreement, “Dispensing Pharmacy” means the properly licensed pharmacy that receives and fills the patient-specific prescription and ships medication to Member, as may be updated from time to time. The identity of the Dispensing Pharmacy fulfilling Member’s prescription will be reflected on the medication label and/or associated pharmacy documentation.

2. Program Overview

Membership includes access to the Platform Services and administrative coordination of Clinical Services furnished solely by the treating clinician and/or Clinical Entity and Pharmacy Services furnished solely by the Dispensing Pharmacy. Membership includes an initial synchronous telehealth consultation with a physician, laboratory testing and blood diagnostics with monitoring generally expected to occur at least quarterly during the first year of therapy unless otherwise determined by the treating clinician, asynchronous follow-up visits generally expected to occur on a quarterly basis for the next three quarters unless otherwise determined by the treating clinician, asynchronous messaging access for non-urgent matters, and recurring prescription fulfillment shipped by the Dispensing Pharmacy on an approximately monthly basis if and only if a prescriber determines that treatment is clinically appropriate and issues a valid prescription. Membership pricing, billing cadence, and any applicable additional fees are further described in Section 4.

Member acknowledges and agrees that completion of intake forms, payment of membership fees, completion of laboratory testing, or participation in a physician visit does not guarantee that a prescription will be issued or continued. Prescribing decisions are made solely by the treating clinician based on clinical judgment, applicable standards of care, and legal requirements. Member further acknowledges that the Program is not a substitute for primary care, does not provide emergency care, and is intended only for non-emergent care coordination and access to Clinical Services furnished by the Clinical Entity.

Optimist may communicate estimated operational timeframes for administrative planning purposes. Any such timeframes are estimates only and are not guarantees, and actual timing may vary based on provider availability, licensure restrictions, verification requirements, laboratory processing, medical necessity, pharmacy fulfillment schedules, and other operational constraints.

3. Activation, Term and Monthly Auto-Renewal

This Agreement becomes effective when Member affirmatively clicks “I Agree” or checks the acceptance box through the online portal to indicate agreement to these terms. Paid membership benefits begin on the “Activation Date,” meaning the date Member completes onboarding, completes required identity and location verification, and the Company confirms Member’s account is fully set up for program access and coordination services. Activation may be delayed, suspended, or declined if services are not available in Member’s jurisdiction, if the Clinical Entity cannot furnish services in that jurisdiction, if the Dispensing Pharmacy cannot lawfully dispense or ship into that jurisdiction, or if verification requirements are not satisfied.

Beginning on the Activation Date, membership renews automatically every billing cycle unless canceled in accordance with this Agreement. Charges are billed in advance of each Billing Cycle and before fulfillment is authorized for that cycle. The first renewal charge will occur twenty-three (23) days after the initial membership charge. After that, renewal charges will occur on a recurring basis, calculated from the date of the immediately preceding renewal charge. The next scheduled billing date will be made available to Member through the Member’s account portal and/or in administrative confirmation communications. Member acknowledges that renewal charges are a condition of continued participation and fulfillment under the Program, subject to clinical appropriateness determinations and applicable law. The Membership Fee and the Clinical Visit Fee may be modified from time to time upon written notice to Member provided in advance of the applicable renewal or Annual Clinical Review, as applicable. In addition to the recurring Billing Cycle charges, Member may be charged the Clinical Visit Fee annually in connection with the Annual Clinical Review as described in Section 4.

4. Fees, Merchant-of-Record, Payment Authorization, Payment Methods and Taxes

Membership is priced at two hundred twenty-five dollars ($225) per month (the “Membership Fee”). The Membership Fee is charged by Optimist for the Platform Services, and Optimist is the merchant-of-record for the Membership Fee.

During the first month of membership, an additional fifty dollars ($50) is billed in connection with the initial synchronous physician visit (the “Clinical Visit Fee”). The Clinical Visit Fee may apply annually thereafter in connection with a clinically appropriate annual reassessment as determined by the treating clinician and/or Clinical Entity. The Clinical Visit Fee relates solely to professional medical services furnished by duly licensed clinicians engaged through the Clinical Entity. Optimist may collect the Clinical Visit Fee through its checkout workflow as a payment collection and administrative convenience. Payment of the Clinical Visit Fee does not create an entitlement to treatment or a prescription and does not alter the independent clinical judgment of the treating clinician. Optimist does not furnish, control, direct, or influence any Clinical Services, clinical decision-making, prescribing, treatment determinations, or medical record documentation.

Member authorizes Optimist and its payment processor to charge the payment method on file for all amounts due under this Agreement, including recurring monthly charges and any one-time fees disclosed at enrollment. Optimist accepts most major credit cards and may add additional payment methods in the future upon notice. Fees may include applicable taxes where required by law.

5. Telehealth Disclosures, Non-Emergency Use, Identity and Location Requirements

Clinical Services are provided via telehealth modalities by licensed clinicians engaged through the Clinical Entity, including synchronous audio-video consultations and asynchronous communications where permitted by law. The program is not intended for emergency or urgent medical needs. Member agrees not to use the platform for emergencies and to call 911 or seek immediate in-person medical care when appropriate.

Member agrees to provide accurate identity information and to disclose and confirm Member’s physical location at the time of clinical interactions. Services may be limited, delayed, or unavailable if licensure or regulatory restrictions apply based on Member’s location, if identity or address verification cannot be completed, or if controlled substance prescribing restrictions apply. Member acknowledges that identity verification and clinical eligibility screening are performed by the Clinical Entity as part of Clinical Services and may include collection and validation of Member’s date of birth and government-issued photo identification, and Member further acknowledges that the Dispensing Pharmacy verifies shipping address information in connection with dispensing and delivery requirements.

6. Controlled Substance Compliance, Program Integrity and Member Conduct

Member agrees not to transfer, resell, divert, or misuse prescribed medications; not to seek duplicative therapy through undisclosed providers; and not to request early refills without clinical justification. The treating clinician may access and review applicable Prescription Drug Monitoring Program information as required by law and clinical practice. The treating clinician may deny, discontinue, or modify therapy based on clinical judgment, safety concerns, contraindications, PDMP findings, non-compliance with program requirements, or other legally permissible grounds. Member acknowledges that the treating clinician and/or Dispensing Pharmacy may require additional identity verification, location verification, or documentation as a condition of prescribing, dispensing, or continued therapy.

7. Pharmacy Fulfillment, White-Label Packaging and Branding

If the treating clinician determines that therapy is clinically appropriate and issues a valid, patient-specific prescription, the prescription is transmitted to a properly licensed Dispensing Pharmacy for fulfillment. The Dispensing Pharmacy compounds where applicable, dispenses, and ships the prescribed medication directly to Member pursuant to applicable law.

Member acknowledges that, under the program’s fulfillment model, a Dispensing Pharmacy may provide pharmacy fulfillment and shipment support in a white-label format in coordination with Optimist’s platform experience. As part of this model, Optimist branding may appear on outer packaging, informational inserts, shipment notifications, and other non-clinical communications related to delivery and customer experience. Member acknowledges that the presence of Optimist branding is for administrative identification and customer-experience purposes only and does not mean that Optimist is the pharmacy, compounder, manufacturer, dispenser, or prescriber, and does not mean that Optimist is practicing medicine or pharmacy.

Member acknowledges that the Dispensing Pharmacy is the “pharmacy-of-record” responsible for dispensing, labeling, pharmacy recordkeeping, and patient counseling obligations, even if Optimist branding appears on outer packaging, inserts, or shipment notifications. Member further acknowledges that any medication-specific questions, adverse reactions, product complaints, suspected quality defects, temperature excursions, leakage, odor, discoloration, or suspected tampering must be reported promptly to the treating clinician and/or the Dispensing Pharmacy, and Optimist’s role is limited to administrative assistance in routing such communications.

The Dispensing Pharmacy remains solely responsible for ensuring that medication labeling, patient information, counseling, dispensing documentation, recordkeeping, and shipment practices comply with applicable pharmacy law, including any state-specific requirements. The Clinical Entity remains solely responsible for clinical care, informed consent for treatment, ongoing monitoring, and medical record documentation. Optimist’s role remains limited to Platform Services and administrative coordination consistent with its Management Services Organization (“MSO”) function.

Member further acknowledges and agrees that Optimist does not and will not hold itself out as a pharmacy or medical practice, and that any branding, communications, or user experience elements are not intended to represent that Optimist is dispensing, compounding, prescribing, or furnishing professional medical services. Member agrees to direct clinical questions to the treating clinician/Clinical Entity and medication-specific dispensing questions to the Dispensing Pharmacy, though Optimist may provide administrative assistance in routing such inquiries. “Optimist” and related names, marks, and logos are trademarks of the Company or its licensors, and all goodwill associated therewith inures to the Company.

Optimist does not manufacture, compound, repackage, relabel as a drug manufacturer, test, or quality-control the medication, and makes no representations regarding sterility, potency, beyond-use dating, stability, or fitness of any dispensed medication, all of which remain within the Dispensing Pharmacy’s responsibility under applicable law and professional standards.

7A. Product Complaints; Recalls, Substitutions, Supply Interruptions

Member acknowledges that compounded medications are prepared on a patient-specific basis and may be subject to shortages of ingredients, changes in availability, or pharmacy operational constraints. The treating clinician and Dispensing Pharmacy may modify the formulation, concentration, excipients, device type, or dispensing format when clinically appropriate and lawful, and any such changes will be communicated through the Clinical Entity and/or the Dispensing Pharmacy. In the event of a product complaint, adverse event, recall, market withdrawal, or safety notice affecting any dispensed medication, Optimist may provide administrative communications and coordination; however, clinical evaluation and dispensing decisions, including replacement, discontinuation, patient counseling, and reporting obligations, are the responsibility of the Clinical Entity and/or the Dispensing Pharmacy, as applicable.

8. Messaging, Communications Expectations

Asynchronous messaging is provided for non-urgent matters and is not real-time communication. Response times may vary. Member acknowledges that messaging may be subject to reasonable usage limitations and that the treating clinician may require additional synchronous visits if clinically appropriate.

Optimist may send administrative communications by email and, where enabled, SMS, including notices related to billing, fulfillment coordination, and account status. Member acknowledges that standard email and SMS communications may not be encrypted and may present some security risk. To the extent Member chooses to communicate via unencrypted email or SMS, Member understands and accepts those risks. Member agrees to use secure messaging channels made available through the Platform for the transmission of sensitive information, including Protected Health Information (“PHI”), whenever reasonably available. The Company will send administrative communications related to shipment coordination, including notices that a refill order is scheduled to ship and carrier tracking information, generally within two (2) days prior to shipment and upon shipment. The Company does not provide routine monthly pre-renewal reminders; however, material pricing increases will be communicated by email at least fourteen (14) days prior to the date the increased price is authorized for billing, and the Company may provide such notice at least twenty-one (21) days prior to the associated shipment date.

9. Privacy, HIPAA, Business Associate Status

Optimist maintains a Business Associate Agreement with the Clinical Entity governing the use and disclosure of protected health information in connection with the Platform Services. Optimist accesses protected health information only as necessary to perform administrative functions, consistent with minimum necessary standards and role-based access controls. Medical records are maintained by the Clinical Entity under the control of the treating clinician. Member consents to the use and disclosure of information as described in applicable privacy policies and notices, including the Clinical Entity’s privacy practices for clinical services.

10. Cancellation, Termination, Refund Limitations

Member may cancel membership at any time. Cancellation may be completed through the Member’s account settings (if enabled) or by emailing support@Optimisthealth.com, and cancellation will be effective as provided in this Section 10. To avoid being charged for the next renewal cycle, cancellation must be completed at least five (5) calendar days prior to the next billing date. To avoid renewal charges and initiation of fulfillment for the next cycle, cancellation must also occur before the Dispensing Pharmacy has begun processing the next shipment. Cancellation becomes effective at the end of the current paid billing period. Prescription medications that have already been dispensed or processed for shipment generally cannot be returned or refunded except as required by law.

Optimist may suspend or terminate membership for violation of these terms, non-payment, misuse of services, fraud, identity verification failure, chargeback abuse, or legal and regulatory requirements. The Clinical Entity may independently determine that continued therapy is not clinically appropriate and may discontinue Clinical Services consistent with applicable standards of care and law.

11. Availability, Regulatory Limitations

Member acknowledges that actual availability depends on clinician licensure and telehealth permissions in Member’s location, pharmacy dispensing and shipping restrictions, laboratory availability, controlled substance requirements, and other legal or operational constraints. Optimist may limit, suspend, or discontinue availability in any jurisdiction as required to comply with law, contractual limitations, or operational requirements.

12. Disclaimers, Not Insurance, Not Primary Care, No Outcome Guarantees

Optimist does not provide medical advice and does not establish a physician–patient relationship. Membership is not health insurance and is not a substitute for comprehensive primary care. The program is not intended to diagnose or treat emergent conditions and is not a substitute for in-person care where medically indicated. Compounded medications are not FDA-approved and are not reviewed by the U.S. Food and Drug Administration for safety, effectiveness, or quality in the same manner as FDA-approved drugs. Optimist does not guarantee any prescription, clinical outcome, or continuation of therapy, and all clinical determinations are made solely by the treating clinician.

12A. Disclaimer of Warranties

To the maximum extent permitted by law, Optimist provides the Platform Services “as is” and “as available” and disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Without limiting the foregoing, Optimist makes no representations or warranties regarding any Clinical Services, prescription decisions, medication quality, or pharmacy services, all of which are provided by independent third parties as described in this Agreement.

12B. Limitation of Liability

To the maximum extent permitted by law, in no event shall Optimist be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to this Agreement or the Program, even if advised of the possibility of such damages. To the maximum extent permitted by law, Optimist’s total liability arising out of or relating to this Agreement shall not exceed the amounts paid by Member to Optimist for the Platform Services during the three (3) months preceding the event giving rise to the claim.

12C. Member Responsibilities; Indemnification

Member agrees to defend, indemnify, and hold harmless Optimist and its officers, directors, employees, contractors, and agents from and against any and all claims, demands, actions, damages, liabilities, losses, judgments, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Member’s breach of this Agreement, (ii) Member’s misuse, diversion, transfer, resale, or other unauthorized use of any medication, (iii) fraudulent activity, chargebacks, or payment disputes inconsistent with this Agreement, (iv) Member’s violation of applicable law, or (v) any information or content Member submits through the platform or otherwise provides in connection with the Program that is inaccurate, incomplete, misleading, or not current, including any resulting clinical, billing, shipping, or compliance consequences.

13. Updates to Terms, Notice

Optimist may update this Agreement and program terms from time to time. Material changes, including material fee changes, will be communicated to Member by email and applied prospectively in accordance with applicable law. Member’s continued participation after the effective date of changes constitutes acceptance of updated terms, except where applicable law requires affirmative consent or provides additional cancellation rights.

14. Notices

Notices to the Company must be sent by email to notice@Optimisthealth.com with a copy to support@Optimisthealth.com, and by mail to 25 SE 2nd Ave Ste 550, Miami, Florida 33131 (or such other address as the Company may designate by notice). Notices to Member will be sent to the email address associated with Member’s account and will be deemed delivered when sent.

15. Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except to the extent superseded by applicable federal law or mandatory consumer protection laws of the Member’s state of residence. Clinical Services and Pharmacy Services remain subject to the laws of the jurisdiction in which care is rendered or medication is prescribed, dispensed, or shipped.

16. Electronic Acceptance; Entire Agreement; Severability

By electronically accepting this Agreement, Member acknowledges that Member has read, understood, and agrees to be bound by its terms. This Agreement constitutes the entire agreement between Member and Optimist regarding membership and Platform Services and supersedes prior or contemporaneous understandings relating to the subject matter hereof. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

17. Dispute Resolution; Arbitration; Class Action Waiver

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Program, the Platform Services, or the relationship between Member and Optimist (collectively, “Disputes”) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect. The arbitration shall be conducted on an individual basis and may be conducted by video conference, telephonically, or in a location mutually agreed upon by the parties, unless otherwise required by applicable law.

The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration provision, including any claim that all or part of this provision is void or voidable. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Member and Optimist agree that any arbitration shall be conducted solely on an individual basis and not as a class, consolidated, representative, or private attorney general action. Member and Optimist expressly waive any right to bring or participate in a class action, collective action, or representative proceeding to the fullest extent permitted by law.

This Section 17 shall survive termination of this Agreement. Nothing in this Section prevents either party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, or to preserve the status quo pending arbitration. If any portion of this arbitration provision is found unenforceable, the unenforceable portion shall be severed and the remainder shall remain in full force and effect, except that if the class action waiver is found unenforceable, this entire Section shall be null and void.

18. Miscellaneous

This Agreement may be assigned by Optimist in connection with a merger, acquisition, corporate reorganization, or sale of assets. Member may not assign this Agreement without Optimist’s prior written consent. Optimist may use subcontractors to perform Platform Services. Neither party shall be liable for delays or failures due to events beyond its reasonable control. Headings are for convenience only.

Contact Us

If you have questions about this Membership Agreement, please contact us at: