Effective Date: April 18, 2026
IMPORTANT NOTICE: THESE TERMS CONTAIN A MANDATORY ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 19. BY ACCEPTING THESE TERMS, YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT. PLEASE READ SECTION 19 CAREFULLY.
MEDICAL EMERGENCY NOTICE: THRIVEAXIS IS NOT AN EMERGENCY MEDICAL SERVICE. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST EMERGENCY ROOM IMMEDIATELY. DO NOT USE THRIVEAXIS TO SEEK EMERGENCY MEDICAL CARE.
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Member," "User," or "you") and NexResearch LLC, a Wyoming limited liability company doing business as ThriveAxis ("ThriveAxis," "we," "us," or "our"), governing your access to and use of the ThriveAxis platform, website at thriveaxis.org, mobile applications (if any), and all related services (collectively, the "Services").
By creating a ThriveAxis account, clicking "I Agree," "Get Started," or a similar button, submitting a health intake form, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our HIPAA Notice of Privacy Practices, each of which is incorporated herein by reference.
If you do not agree to these Terms, you must not access or use the Services.
Specific features or programs may be subject to additional terms, policies, or guidelines that supplement these Terms. In the event of a conflict, the additional terms applicable to a specific feature will govern for that feature.
ThriveAxis reserves the right to modify these Terms at any time. We will provide notice of material changes by: (a) posting the updated Terms on our website with a new effective date; and (b) sending you an email notification. If we make changes that materially affect your rights or obligations, we will provide at least 30 days' notice before the changes take effect. Your continued use of the Services after the effective date of modified Terms constitutes your acceptance of those changes. If you do not agree to modified Terms, you must cancel your subscription and stop using the Services before the effective date.
ThriveAxis is a technology platform — not a healthcare provider, medical practice, pharmacy, or clinical service. ThriveAxis provides technology infrastructure, care coordination tools, AI-powered analytical features, and administrative services that facilitate access to independent licensed healthcare providers and licensed pharmacies.
ThriveAxis does not: practice medicine; provide diagnoses, medical opinions, or treatment; prescribe medications; dispense medications; or employ physicians, nurse practitioners, or other licensed healthcare providers in a capacity where they provide clinical services to ThriveAxis members on behalf of ThriveAxis.
The licensed healthcare providers who conduct telehealth consultations, order laboratory tests, and prescribe medications through ThriveAxis's platform are independent contractors or members of independent professional entities ("Independent Providers"). These Independent Providers are not employees or agents of ThriveAxis. They maintain their own professional licenses, maintain malpractice insurance, and are independently responsible for all clinical decisions, diagnoses, treatment recommendations, and prescriptions.
The clinical relationship is between you and your Independent Provider — not between you and ThriveAxis. ThriveAxis does not supervise, control, or direct the clinical judgment of Independent Providers.
ThriveAxis's platform facilitates access to the following health optimization programs (availability may vary by state and individual provider evaluation):
Specific program availability depends on independent provider evaluation of your eligibility, applicable state laws, and program availability in your state.
You must be at least 18 years of age to use ThriveAxis's Services. By accepting these Terms, you represent and warrant that you are at least 18 years old. We do not provide Services to minors. If we discover that a person under 18 has created an account or provided information through the platform, we will terminate the account and delete the associated information.
ThriveAxis's Services are currently available to residents of the United States, except North Dakota (which is listed as "Coming Soon"). By accepting these Terms, you represent and warrant that you are a legal resident of a state in which ThriveAxis is currently available. Availability of specific programs and the ability to receive prescriptions may vary by state due to state-specific telemedicine laws, controlled substance prescribing regulations, and compounding pharmacy licensing requirements.
You are responsible for knowing whether ThriveAxis's Services are legally available to you in your state and for complying with all applicable state laws. ThriveAxis reserves the right to modify the states in which it offers Services without prior notice.
You agree to: (a) provide accurate, current, and complete information when creating your account; (b) maintain and promptly update your account information to keep it accurate and complete; (c) maintain the security and confidentiality of your account credentials; (d) notify ThriveAxis immediately at support@thriveaxis.org if you suspect unauthorized access to your account; and (e) accept responsibility for all activity that occurs under your account.
You may not: create more than one account; transfer your account to any other person; use another person's account without authorization; or create an account if you have previously been terminated from ThriveAxis.
ThriveAxis does not provide medical advice, diagnosis, or treatment. No information provided by ThriveAxis through the platform, including AI-generated analysis, care coordination communications, health educational content, or any other platform content, constitutes or creates a doctor-patient relationship between you and ThriveAxis.
A clinical relationship — to the extent one is formed — exists solely between you and the Independent Provider who conducts your telehealth consultation and manages your care. ThriveAxis is not a party to that clinical relationship.
ThriveAxis is not designed for or capable of handling medical emergencies. If you are experiencing a medical emergency, including (without limitation) chest pain, difficulty breathing, severe allergic reaction, loss of consciousness, stroke symptoms, severe medication reaction, or any condition that you believe requires immediate medical attention, call 911 or go to the nearest emergency room immediately. Do not contact ThriveAxis support or attempt to reach your Independent Provider through the platform in an emergency.
You are responsible for providing accurate and complete health information to ThriveAxis and to Independent Providers. Inaccurate, incomplete, or deliberately misleading health information may result in clinically inappropriate treatment recommendations or prescription decisions. ThriveAxis and Independent Providers rely on the accuracy of the information you provide. You assume the risk of harm arising from inaccurate or incomplete information you provide.
All clinical decisions — including decisions about whether to prescribe a medication, the appropriate dosage, the appropriate treatment protocol, and whether to continue or discontinue treatment — rest solely with the Independent Provider. ThriveAxis has no authority to override, reverse, or influence an Independent Provider's clinical judgment. If an Independent Provider determines that you are not eligible for a particular treatment, ThriveAxis will not provide that treatment.
By using ThriveAxis's platform to access telehealth consultations with Independent Providers, you acknowledge and consent to the following:
a. Nature of Telehealth. Telehealth involves the delivery of healthcare services using electronic communications, information technology, or other means of communication between a licensed healthcare provider and a patient who are not in the same physical location. Telehealth services may include consultation, diagnosis, treatment, and prescribing via audio/video communication.
b. Limitations of Telehealth. Telehealth services may differ from in-person care in important ways. The Independent Provider may not have access to a complete physical examination or may be unable to assess certain physical findings remotely. In some cases, a telehealth consultation may be insufficient to assess your condition, and the provider may recommend in-person evaluation.
c. Technology Requirements. Telehealth consultations require functional internet access, a device with a camera and microphone, and stable connectivity. You are responsible for ensuring that your technology meets the requirements for a telehealth consultation. Technical failures during a consultation may interrupt the provision of care.
d. Security of Electronic Communications. Electronic communications carry inherent security risks. While ThriveAxis implements reasonable security measures, no electronic communication system is 100% secure. By using ThriveAxis's platform, you consent to the electronic transmission of your health information for purposes of telehealth services.
e. Right to Withdraw. You may withdraw consent to telehealth services and discontinue your membership at any time. Withdrawal of consent to telehealth services will terminate your ability to receive care coordination services through ThriveAxis, but will not affect the validity of treatment you have already received.
f. State-Specific Telehealth Rights. Many states have specific laws governing telemedicine informed consent. To the extent applicable state law requires additional informed consent disclosures, those disclosures will be provided to you at the time of your first telehealth consultation with an Independent Provider.
g. Not a Substitute for In-Person Care. Telehealth services are not a substitute for in-person emergency care or for the ongoing primary care relationship with a physician who knows your complete medical history.
Medications available through ThriveAxis's platform may only be prescribed by licensed Independent Providers who have evaluated you through a telehealth consultation, reviewed your health history and any required laboratory results, determined that the medication is clinically appropriate for you, and are licensed to prescribe in your state of residence. ThriveAxis does not prescribe medications. The prescription decision rests solely with the Independent Provider.
Testosterone (Schedule III Controlled Substance) and Other Controlled Substances. Testosterone used in testosterone replacement therapy (TRT) is classified as a Schedule III controlled substance under the Controlled Substances Act. The Ryan Haight Online Pharmacy Consumer Protection Act of 2008 (21 U.S.C. § 829(e)) generally requires that a controlled substance not be prescribed via telemedicine (i.e., through an internet-enabled communication without an in-person evaluation) unless a practitioner-patient relationship based on an in-person evaluation has been established, or unless one of the Act's statutory exceptions applies.
Current DEA Telemedicine Extension (2026). The Drug Enforcement Administration (DEA) has extended telemedicine flexibilities for prescribing controlled substances through December 31, 2026 (the "Extension"). The Extension permits DEA-registered practitioners to prescribe Schedule II–V controlled substances via telemedicine — including testosterone for TRT — without a prior in-person evaluation, provided that the practitioner: (a) holds a valid DEA registration; (b) is licensed in the state where the patient is located; (c) conducts the telehealth encounter via audio-visual communication; (d) verifies patient identity; (e) checks the applicable Prescription Drug Monitoring Program (PDMP); and (f) otherwise complies with applicable federal and state law.
Acknowledgment. By using ThriveAxis's TRT or other controlled substance programs, you acknowledge that: - The current telemedicine-based prescribing framework is authorized under a temporary DEA extension that is scheduled to expire December 31, 2026, and may or may not be renewed; - If the DEA extension expires without replacement rules, you may be required to undergo an in-person evaluation before controlled substances can be prescribed; - Your Independent Provider may independently require an in-person evaluation even while the extension is in effect, at their clinical discretion; - Testosterone and other controlled substances cannot be prescribed if the Independent Provider determines that prescribing is not clinically appropriate for you, regardless of the DEA extension.
ThriveAxis's programs may include access to compounded medications (including but not limited to compounded GLP-1 receptor agonists, compounded testosterone preparations, compounded peptides, and compounded BHRT formulations) dispensed by U.S.-based, state-licensed compounding pharmacies.
IMPORTANT DISCLOSURE: Compounded medications are NOT FDA-approved. This means the FDA has not reviewed or approved compounded medications for safety, effectiveness, or quality before they are marketed. Compounded medications are prepared by licensed compounding pharmacies pursuant to valid prescriptions and in compliance with applicable state pharmacy laws and federal law (21 U.S.C. §§ 353a, 353b). Compounded medications may be appropriate when a commercially available FDA-approved medication does not meet an individual patient's needs, but they carry risks that differ from FDA-approved products. You should discuss the risks and benefits of compounded medications with your Independent Provider before beginning any compounded medication regimen.
The FDA has issued guidance regarding compounded GLP-1 products (including semaglutide and tirzepatide). As commercial supplies of certain GLP-1 products stabilize, the availability of compounded versions may be subject to change pursuant to FDA policy. Your Independent Provider will advise you on the current status of medication availability.
All medications dispensed through ThriveAxis's platform are dispensed by U.S.-based pharmacies that hold valid state pharmacy licenses and, where applicable, DEA registrations. ThriveAxis does not source medications from international pharmacies or unlicensed compounders.
You agree to: (a) use medications only as prescribed by your Independent Provider; (b) store medications according to the instructions provided; (c) promptly report any adverse reactions or concerns to your Independent Provider; (d) not share prescription medications with others; and (e) comply with all applicable laws regarding prescription medications, including controlled substances.
ThriveAxis offers membership subscriptions at the following monthly rates (subject to change with notice as described in Section 7.5):
| Plan | Monthly Rate |
|---|---|
| Essential | $149/month |
| Advanced | $249/month |
| Elite | $399/month |
Subscription fees cover access to the ThriveAxis platform, care coordination services, AI features, and program access as described for each plan. Medications are billed separately and are not included in the membership subscription fee.
AUTOMATIC RENEWAL DISCLOSURE: YOUR THRIVEAXIS SUBSCRIPTION AUTOMATICALLY RENEWS EACH MONTH. YOUR PAYMENT METHOD WILL BE CHARGED THE APPLICABLE MONTHLY SUBSCRIPTION FEE (CURRENTLY $149, $249, OR $399, DEPENDING ON YOUR PLAN) ON YOUR MONTHLY BILLING DATE UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. YOU MAY CANCEL AT ANY TIME AS DESCRIBED IN SECTION 7.4.
Your subscription is a monthly, automatically renewing subscription. On each monthly billing date, your payment method on file will be automatically charged the applicable subscription fee without further action by you. By enrolling in a ThriveAxis subscription, you authorize ThriveAxis and its payment processor (Stripe) to charge your payment method on a recurring monthly basis until your subscription is cancelled.
This automatic renewal disclosure is provided in compliance with the California Automatic Renewal Law (Cal. Bus. & Prof. Code § 17600 et seq., as amended effective July 1, 2025) and similar laws in other states.
If ThriveAxis offers a free trial or promotional period, the specific terms of the trial or promotion will be disclosed at the time of enrollment, including: (a) the trial period duration; (b) the price at which your subscription will renew after the trial; and (c) how to cancel before the trial converts to a paid subscription. If you do not cancel before the trial period ends, your subscription will automatically convert to a paid subscription and your payment method will be charged.
For free or promotional periods lasting more than 31 days that convert to a paid subscription, ThriveAxis will send you a reminder notice between 3 and 21 days before the trial expires.
You may cancel your ThriveAxis subscription at any time. To cancel:
ThriveAxis processes cancellation requests promptly. Cancellation will take effect at the end of your current billing period. You will retain access to the Services until the end of the paid period. You will not receive a prorated refund for the unused portion of a subscription month unless otherwise specified in our refund policy (Section 8).
Pursuant to the California Automatic Renewal Law (as amended effective July 1, 2025), cancellation must be possible through the same medium used to initiate the subscription (i.e., if you subscribed online, you can cancel online). ThriveAxis honors this requirement regardless of your state of residence.
Notice of Price Changes. If ThriveAxis changes the subscription fee for your plan, we will notify you at least 7 days and no more than 30 days before the new price takes effect. Notification will be sent to the email address associated with your account and will include the new price and instructions on how to cancel if you do not wish to continue at the new price.
Annual Renewal Reminder. In compliance with California's Automatic Renewal Law (as amended effective July 1, 2025) and as a best practice for all members, ThriveAxis will send you an annual reminder about your auto-renewing subscription, including the current subscription price and cancellation instructions. This reminder applies even to monthly subscriptions.
ThriveAxis accepts payment from Health Savings Accounts (HSA) and Flexible Spending Accounts (FSA) for eligible medical expenses. Eligibility of ThriveAxis services for HSA/FSA reimbursement depends on the nature of the services received, your plan documents, and applicable IRS regulations. ThriveAxis can provide receipts and documentation to assist with HSA/FSA substantiation. You are responsible for confirming with your HSA/FSA plan administrator that ThriveAxis services are eligible under your specific plan. ThriveAxis does not provide tax advice.
All payment transactions are processed by Stripe (PCI DSS Level 1 certified). By providing payment information, you authorize Stripe and ThriveAxis to charge your payment method for all applicable fees. You represent that you are authorized to use the payment method you provide. If a payment fails, we will notify you and may attempt to charge your payment method again. Repeated payment failures may result in suspension or termination of your subscription.
ThriveAxis subscription fees are generally non-refundable except as follows:
Medications dispensed by licensed pharmacies are generally non-returnable and non-refundable once dispensed, for safety and regulatory reasons. If you receive a medication that is damaged, incorrect, or has a quality issue, please contact support@thriveaxis.org within 7 days of receipt. We will work with the dispensing pharmacy to address legitimate quality concerns.
If a provider determines you are ineligible for treatment after an initial consultation, and you have prepaid for any medication component of a program, ThriveAxis will use commercially reasonable efforts to obtain a refund for any medication not yet dispensed.
To request a refund, email support@thriveaxis.org with your name, account email, the nature of the issue, and any supporting documentation. ThriveAxis will respond within 5 business days.
Medications prescribed through the platform are shipped directly from licensed pharmacies. Shipping timelines vary by pharmacy, medication type, and destination. ThriveAxis provides estimated shipping timelines but does not guarantee delivery dates. Risk of loss and title for medications passes to you upon delivery to the carrier.
Certain medications (including injectable GLP-1 receptor agonists and some peptides) require refrigeration. The dispensing pharmacy will ship temperature-sensitive medications with appropriate cold-chain packaging. You are responsible for properly storing medications immediately upon receipt according to the instructions provided. Improper storage that compromises medication integrity is your responsibility.
If you receive damaged, incorrect, or expired medication, contact support@thriveaxis.org within 7 days of receipt with photographs and a description of the issue. We will coordinate with the dispensing pharmacy to investigate and, where appropriate, arrange for replacement.
You have the right to request that your Independent Provider send your prescription to a pharmacy of your choice, subject to the provider's policies and applicable state laws.
ThriveAxis's AI features — including AI Body Composition Analysis, AI Bloodwork Interpretation, and AI Meal Plans — are informational tools designed to support (not replace) provider review and clinical decision-making. AI outputs:
ThriveAxis makes no warranty, express or implied, regarding the accuracy, completeness, reliability, or fitness for any particular purpose of AI-generated outputs. ThriveAxis expressly disclaims all warranties related to AI feature outputs. You should not make medical decisions based solely on AI-generated outputs.
All AI-generated outputs are subject to review and override by your Independent Provider. The Independent Provider's clinical judgment supersedes AI outputs in all clinical matters.
By uploading body scan photographs for AI body composition analysis, you: (a) consent to the processing of those photographs by ThriveAxis and its AI service providers for body composition analysis; (b) represent that you are the individual depicted in the photographs; and (c) acknowledge that AI body composition estimates are approximate and should not be used as a substitute for medical body composition testing.
You agree to use ThriveAxis's Services only for lawful purposes and in a manner consistent with these Terms. You agree not to:
ThriveAxis reserves the right to suspend or terminate your account, cancel pending medication orders, and take other appropriate action in response to violations of these Terms, without refund. ThriveAxis may report suspected illegal activity to appropriate law enforcement authorities.
ThriveAxis and its licensors own all right, title, and interest in and to the Services, including all software, technology, content, trademarks, logos, service marks, trade dress, and trade names associated with ThriveAxis. The ThriveAxis name and logo are trademarks of NexResearch LLC. Nothing in these Terms grants you any license or right to use ThriveAxis's intellectual property except as expressly set forth herein.
Subject to your compliance with these Terms, ThriveAxis grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your own personal, non-commercial purposes. This license does not include the right to: copy, modify, or distribute any portion of the Services; create derivative works; or use the Services for any commercial purpose.
If you provide feedback, suggestions, or ideas about the Services ("Feedback"), you grant ThriveAxis a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, incorporate, and exploit that Feedback for any purpose without any obligation to you.
By submitting testimonials, progress photographs, reviews, comments, forum posts, or other content through ThriveAxis's platform ("User Content"), you grant ThriveAxis a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, display, and publish your User Content in connection with the Services, subject to ThriveAxis's Privacy Policy.
You represent and warrant that: (a) you own or have the necessary rights to submit the User Content; (b) your User Content is truthful and accurately reflects your experience; (c) your User Content does not violate any third-party rights; and (d) your User Content complies with these Terms.
If ThriveAxis publishes your testimonial or review (with your consent), and if you have received any compensation, free products or services, discounts, or other benefits in connection with submitting the content, ThriveAxis will ensure appropriate disclosure is made in accordance with FTC Endorsement Guides (16 C.F.R. Part 255, as revised effective October 21, 2024). You agree not to make materially false or misleading statements about your experience with ThriveAxis or its programs, including in social media posts related to ThriveAxis. You must disclose any material connection you have with ThriveAxis if you post about ThriveAxis independently.
Individual results vary. Testimonials and before-and-after photographs reflect the individual experiences of specific members and do not guarantee that you will achieve the same or similar results. Results depend on many individual factors including your specific health conditions, medications, adherence to provider recommendations, diet, and exercise.
ThriveAxis reserves the right to remove User Content that violates these Terms, is false or misleading, contains personal health information of others, or is otherwise objectionable in ThriveAxis's sole discretion. Removal of content does not affect the license granted in Section 13.1 for content already published.
As described in Section 2, Independent Providers on ThriveAxis's platform are not employees or agents of ThriveAxis. ThriveAxis does not control and is not responsible for the clinical services, recommendations, or prescribing decisions of Independent Providers. Any complaint about an Independent Provider's clinical services should be directed to the relevant state medical or professional licensing board.
Pharmacies and laboratories that fulfill medication orders and laboratory tests for ThriveAxis members are independent entities. ThriveAxis does not control and is not responsible for pharmacy dispensing decisions, medication formulations, laboratory testing accuracy, or shipping issues attributable to pharmacy or laboratory error.
Stripe payment processing services are governed by Stripe's Terms of Service and Privacy Policy. ThriveAxis is not responsible for errors or failures in Stripe's payment processing systems.
The Services may contain links to third-party websites or resources. ThriveAxis does not endorse and is not responsible or liable for the availability, accuracy, content, or privacy practices of those websites or resources.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THRIVEAXIS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (A) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (C) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT, INCLUDING AI-GENERATED CONTENT; AND (D) WARRANTIES REGARDING THE QUALITY OF CARE PROVIDED BY INDEPENDENT PROVIDERS.
THRIVEAXIS DOES NOT WARRANT OR GUARANTEE ANY SPECIFIC HEALTH OUTCOMES. Results of treatment programs (including weight loss, hormone optimization, or other health goals) vary significantly by individual and depend on factors beyond ThriveAxis's control, including individual health conditions, medication response, provider management, and member adherence to treatment protocols.
ThriveAxis does not warrant that the Services will be continuously available. The Services may be unavailable due to maintenance, updates, technical failures, or circumstances beyond ThriveAxis's control.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THRIVEAXIS'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES YOU PAID TO THRIVEAXIS IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THRIVEAXIS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, PERSONAL INJURY, PROPERTY DAMAGE, OR THE COST OF SUBSTITUTE SERVICES, EVEN IF THRIVEAXIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding Sections 16.1 and 16.2, nothing in these Terms limits ThriveAxis's liability for:
The limitation of liability in Section 16.1 does not limit the independent liability of Independent Providers for clinical services they provide. Claims related to the clinical care provided by an Independent Provider are directed to the Independent Provider and their malpractice insurer, not to ThriveAxis.
THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THRIVEAXIS. THRIVEAXIS WOULD NOT PROVIDE THE SERVICES ON THE TERMS IN THESE TERMS WITHOUT THESE LIMITATIONS.
You agree to indemnify, defend, and hold harmless ThriveAxis, NexResearch LLC, and their respective officers, directors, employees, agents, licensors, affiliates, and successors (collectively, "ThriveAxis Parties") from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
ThriveAxis reserves the right to assume exclusive control of the defense of any claim subject to indemnification, in which case you agree to cooperate with ThriveAxis's defense.
Before filing any formal legal claim, you agree to contact ThriveAxis at support@thriveaxis.org (or by mail to [ARBITRATION NOTICE MAILING ADDRESS]) and describe your concern in reasonable detail, including the relief you seek. ThriveAxis will attempt to resolve the dispute informally within 30 days of receiving your notice. If we are unable to resolve the dispute within 60 days of initial contact, either party may proceed to arbitration as described below.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.
Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your relationship with ThriveAxis — including claims for breach of contract, tort, fraud, statutory violations, and any other legal theory — shall be resolved exclusively by final and binding individual arbitration, except as provided in Section 18.6.
Arbitration shall be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (available at https://www.adr.org) or, if the AAA is unavailable or declines to administer the claim, by JAMS under its Streamlined Arbitration Rules (available at https://www.jamsadr.com). The arbitration shall take place in Wyoming or, at your election, by video conference or telephone. The arbitrator shall apply Wyoming law. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Filing Fees. For claims of $10,000 or less, ThriveAxis will pay all AAA/JAMS filing, administrative, and arbitrator fees, unless the arbitrator finds your claim to be frivolous. For claims exceeding $10,000, arbitration fees will be governed by the applicable arbitration rules.
YOU AND THRIVEAXIS EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST THRIVEAXIS.
If a court or arbitrator finds that the class action waiver in this Section is unenforceable as to a particular claim, then that claim — and only that claim — shall be severed from arbitration and may proceed in court. The remaining claims shall proceed in arbitration.
You have the right to opt out of the mandatory arbitration provision and class action waiver within 30 days of first accepting these Terms. To opt out, you must send written notice to ThriveAxis at [CONFIRM CLASS ACTION WAIVER OPT-OUT EMAIL ADDRESS — e.g., legal@thriveaxis.org] with the subject line "Arbitration Opt-Out" and including your name, account email address, and a statement that you are opting out of the arbitration agreement. Timely opt-out only affects the arbitration and class action waiver provisions; all other Terms remain in effect.
BY AGREEING TO THESE TERMS, YOU WAIVE ANY RIGHT TO A JURY TRIAL FOR ANY CLAIM COVERED BY THE ARBITRATION AGREEMENT.
The following claims are not subject to mandatory arbitration: - Claims that are within the jurisdiction of a small claims court where both parties qualify (subject to the individual-only requirement); - Claims for injunctive or other equitable relief to prevent the actual or threatened misappropriation of intellectual property or violation of confidentiality obligations; - Claims that applicable law expressly requires to be resolved outside of arbitration.
These Terms, your use of the Services, and all related disputes shall be governed by and construed in accordance with the laws of the State of Wyoming, without giving effect to any choice-of-law rules that would require application of another state's laws. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of the arbitration agreement in Section 18.2.
For any dispute not subject to mandatory arbitration (including the exceptions in Section 18.6), you consent to the exclusive jurisdiction and venue of the state and federal courts located in Wyoming. You waive any objection to jurisdiction or venue in those courts.
To the fullest extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the date the claim first arose, or it is permanently barred. This limitation does not apply to the extent a shorter or longer limitation period is mandated by applicable law.
These Terms, together with our Privacy Policy and HIPAA Notice of Privacy Practices, constitute the entire agreement between you and ThriveAxis with respect to the Services and supersede all prior agreements, representations, and understandings relating to the subject matter hereof.
If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be modified, severed from these Terms. The remaining provisions of these Terms will remain in full force and effect.
ThriveAxis's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. No waiver shall be effective unless in writing and signed by an authorized representative of ThriveAxis.
You may not assign or transfer your rights or obligations under these Terms without ThriveAxis's prior written consent. ThriveAxis may assign these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, or asset sale, provided that the assignee assumes ThriveAxis's obligations hereunder.
ThriveAxis is not liable for any failure or delay in performance resulting from causes beyond its reasonable control, including natural disasters, pandemics, government actions, civil unrest, terrorism, internet outages, or third-party service provider failures.
By using ThriveAxis's Services, you consent to receive electronic communications from ThriveAxis, including legally required notices. You agree that electronic notices satisfy any legal requirement that such communications be in writing.
Section headings are for convenience only and do not affect the interpretation of these Terms.
For questions, concerns, or legal notices regarding these Terms:
ThriveAxis Member Support Email: support@thriveaxis.org Website: thriveaxis.org
Privacy Officer (Privacy and HIPAA matters) Email: privacy@thriveaxis.org
Legal / Notices NexResearch LLC, DBA ThriveAxis c/o our Wyoming registered agent (mailing address provided on authenticated request via privacy@thriveaxis.org) Attn: Legal Department
NexResearch LLC, DBA ThriveAxis Effective Date: April 18, 2026 These Terms replace and supersede any prior version of ThriveAxis's Terms of Service.