Terms of Service

01Introduction

Carte Clinics, Inc. (doing business as “Carte” or “Carte Medical”), its affiliated professional corporations in Maryland, Virginia, and California, and its affiliated physicians and personnel (collectively, “Carte,” “Company,” “we,” “us,” or “our”) operate the website located at cartemedical.com and other websites and services that reference or link to these Terms of Service (collectively, the “Sites” or “Services”). Users of the Sites are referred to as “you” or “your.”

These Terms of Service (“Terms”) govern your use of the Sites. Please read them carefully. By visiting or using the Sites, you accept these Terms and our Privacy Policy, each as referenced or linked from the Sites. If you do not agree to either, please do not use the Sites. If you engage Carte as a client, our Notice of Privacy Practices will also apply and is available at any time by emailing privacy@cartemedical.com.

Individual engagements between you and Carte for advisory services are governed by a separate engagement agreement signed between you and Carte. In the event of any conflict between these Terms and your engagement agreement, the engagement agreement governs the specific engagement.

02Changes to These Terms

We may revise these Terms at any time by posting an updated version to the Sites. Changes are effective on posting, unless otherwise indicated. Your continued use of the Sites after a change is posted constitutes acceptance of the change. If you do not agree with a change, your remedy is to discontinue use of the Sites.

03Health Services and Information

Carte provides independent physician advisory services. Engagement of Carte’s advisory services does not, at this time, create a primary-care or treating-physician relationship. Engagement establishes an advisory physician-client relationship as defined in the applicable engagement agreement. In select cases, Carte may provide medical services in addition to its advisory services; where this applies, the scope of those services will be set forth in your engagement agreement.

Carte’s advisory work includes, without limitation, reviewing medical records and imaging, preparing written analyses, coordinating with the physicians and facilities providing your medical care (with your consent), identifying and briefing specialists, and following through on next steps that flow from the review. Carte’s advisory work does not include performing procedures, writing prescriptions, or ordering diagnostic testing in your name — those responsibilities are held by your treating physicians.

Content on the Sites is provided for educational and informational purposes only. It does not constitute medical advice, and individual medical decisions should always be discussed with your treating physicians.

04Consulting Network

As part of the coordination work Carte performs on behalf of clients, we may identify, engage, and brief third-party professionals across a range of health-adjacent disciplines — including but not limited to consulting physicians and specialists, physical therapists, chiropractors, nutritionists, psychologists, personal trainers, coaches, and other licensed or certified professionals. These professionals hold their own licensure or certification in the states or jurisdictions where they practice.

The professionals Carte engages may be retained as independent contractors, and in some cases may be retained as employees of Carte. Regardless of the engagement structure, professionals brought in to work on your Carte engagement work under Carte’s coordination for the purposes of, and during the term of, that engagement.

Continued or Independent Relationships With Consulting Professionals

If, following the conclusion of your Carte engagement, you choose to continue working with any of these consulting professionals directly, or if you engage them independently of your Carte engagement, that continuing or independent relationship is a direct relationship between you and the professional.

Any such continuing or independent professional relationship is outside the scope of Carte’s advisory services, is not coordinated or supervised by Carte, and is not covered by Carte’s professional liability arrangements. The terms of that direct relationship — including fees, scope of services, professional obligations, and duration — are governed by the arrangement you enter into with the professional directly. Carte assumes no responsibility for the acts or omissions of any professional in the context of a continuing or independent relationship you enter into with them outside of a Carte engagement.

05Fees and Payment

Fees for Carte’s services are set out in the individual engagement agreement between you and Carte. The Sites themselves do not process payments or set fees; fees are invoiced separately following engagement.

Various payment arrangements are available and may apply depending on your engagement — including direct invoicing to you, arrangements coordinated through referring wealth advisor firms, arrangements coordinated through enterprise or institutional partners, or other structures set forth in your engagement or partnership agreement. Specific invoicing, cancellation, and refund terms are set forth in the applicable engagement or partnership agreement.

06Website Use

You may use the Sites to learn about Carte, read our editorial content, submit an inquiry through our contact form, subscribe to our guides and email communications, and access other public-facing information about Carte’s services. The Sites do not require an account for these uses, and Carte does not currently offer client account access through the Sites.

07Privacy and Communications

Privacy

Please refer to our Privacy Policy at cartemedical.com/privacy for information about how we collect, use, and share information you provide through the Sites. For information about how we handle protected health information within an advisory engagement, our Notice of Privacy Practices is available at any time by emailing privacy@cartemedical.com.

Communications

By providing your name and email address through the Sites, you agree that we may email you about the inquiry or engagement you requested. Your requested call-timing selection also lets us know when you would like a member of the Carte team to call you.

Our inquiry form includes a separate optional, unchecked text-message permission box. If you select it, you consent to receive informational text messages from Carte at the number provided regarding your inquiry and coordination of a physician conversation. Your requested call-timing selection independently tells us when you would like Carte to call and does not depend on whether you permit text messages. Consent to text messages is not a condition of purchasing services. We do not use this permission to solicit you about unrelated matters, and we do not sell your data to third parties. Standard message and data rates from your mobile carrier may apply.

You can opt out of text messages at any time by texting STOP in response to any text message. After you opt out, you will receive no further text messages from that number other than any confirmation needed to process the request. Reply HELP for support or contact us through the information in our Privacy Policy.

You acknowledge that email and text messages are not always secure and may be intercepted in transit over networks Carte does not control. Carte cannot guarantee the security of email or text messages. Automated inquiry text messages do not include medical details from your form.

08Termination

You may end your use of the Sites at any time. If you are engaged with Carte for advisory services, termination of your engagement is governed by the terms of your engagement agreement.

Carte may suspend or terminate your access to the Sites at any time — including for violation of these Terms or for conduct that Carte in its judgment determines to be inappropriate or harmful. Carte’s suspension or termination of your access to the Sites does not, by itself, terminate an active engagement between you and Carte; termination of an engagement is governed by the engagement agreement.

09Children

The Sites are intended for adults. We do not knowingly collect information from persons under the age of 18 through the Sites. By using the Sites, you affirm that you are at least 18 years of age or the age of majority in your jurisdiction, whichever is greater.

If a parent or legal guardian is seeking Carte’s advisory services on behalf of a minor child, the parent or guardian may submit an inquiry on the child’s behalf. In such cases, information about the minor is provided by the adult, not collected directly from the minor, and is used solely for the purpose of the advisory engagement.

If you are a parent or guardian and believe your child under the age of 18 has provided personal information to us directly through the Sites, please contact us at privacy@cartemedical.com. We will promptly delete such information.

10Acceptable Use

In your use of the Sites, you agree not to:

• Transmit through the Sites any unlawful, infringing, harmful, harassing, defamatory, threatening, or otherwise objectionable content, or any unsolicited advertising or promotional materials
• Misrepresent your identity or affiliation
• Restrict, inhibit, or interfere with any other user’s use of the Sites, or attempt to collect personal information about other users
• Reverse-engineer, disassemble, or decompile any portion of the Sites, or attempt to do so
• Gain unauthorized access to the Sites or to systems connected to the Sites
• Use automated systems (including robots, scrapers, or offline readers) to access the Sites in a manner that sends more request messages to our servers in a given period than a human can reasonably produce using a conventional web browser
• Transmit chain letters, unsolicited messages, spam, phishing messages, or marketing communications
• Post or transmit viruses, worms, malware, spyware, or other harmful code
• Violate any applicable law or regulation, or these Terms
• Use abusive, harassing, or threatening language toward Carte’s personnel, physicians, or other users of the Sites
• Assist or permit any person in engaging in any of the activities described above

Violation of this section may result in suspension or termination of your access to the Sites, and may result in criminal or civil liability under applicable law.

11Intellectual Property

The content on the Sites, including text, graphics, photos, video, audio, software, trademarks, service marks, logos, and other materials (collectively, “Content”), is owned by or licensed to Carte and is protected by copyright, trademark, and other intellectual property laws. Content may not be copied, reproduced, republished, distributed, transmitted, modified, or otherwise used for any purpose without our written permission, except that you may access and view Content on the Sites for your personal, non-commercial use.

Requests for permission to use Content for other purposes should be sent to legal@cartemedical.com.

12Links to Third-Party Sites

The Sites may contain links to third-party websites. These links are provided for your convenience. Carte does not control or endorse third-party websites and is not responsible for their content, availability, privacy practices, or security. When you follow a link off the Sites, the terms and policies of the destination site govern your use of it.

13Third-Party Interactions

Interactions between you and any third party (including consulting professionals identified through Carte, wealth advisors, or other referral partners) are solely between you and that third party. You should exercise your own judgment before entering into any transaction, engagement, or relationship with a third party. Carte is not responsible for any loss or damage arising from your interactions with third parties.

14Artificial Intelligence and Automated Processing

Carte may use large language models and other artificial-intelligence tools to support its internal workflows, including summarizing inquiry submissions to help our physicians prepare for calls with you. Any AI vendors used to process protected health information do so under signed Business Associate Agreements. Carte does not use client information to train third-party AI models.

15Disclaimer

The Sites and Content are provided “as is” and without warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, Carte disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Carte does not warrant that the Sites will be uninterrupted, error-free, or free of viruses or other harmful components, or that Content on the Sites is accurate, reliable, or complete. Applicable law may not permit some of these exclusions, and to the extent an exclusion is not permitted, it does not apply to you.

16Limitation of Liability

To the fullest extent permitted by applicable law, Carte and its officers, directors, employees, agents, contractors, consulting professionals, and affiliates shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or relating to your use of the Sites or Carte’s services — even if Carte has been advised of the possibility of such damages.

Subject to the exclusions set forth below, the total liability of Carte and its affiliates for any and all claims arising out of or relating to your use of the Sites or Carte’s services shall not exceed the greater of:

(a) the total amount you paid to Carte for the services giving rise to the claim during the twelve (12) months preceding the claim; or

(b) the applicable limits of Carte’s professional liability insurance policy in effect at the time the claim arose.

Exclusions from the Limitation

Nothing in this section limits or excludes:

• Liability that cannot be limited or excluded under applicable law
• Liability for gross negligence, willful misconduct, or fraud
• Liability under indemnification obligations expressly set forth in these Terms
• Any statutory rights or protections that apply to you as a patient or consumer under state or federal law, including limits or protections under state medical-malpractice law

Claims for medical or professional negligence remain subject to applicable state and federal law and to any statutory frameworks that govern such claims, including any statutory caps or protections. To the extent applicable state or federal law provides greater rights or protections than the limits set forth above, those rights or protections apply.

This section is a fundamental basis of the bargain between you and Carte and applies even if a limited remedy fails of its essential purpose.

17Indemnification

You agree to indemnify, defend, and hold harmless Carte, its officers, directors, employees, agents, contractors, and affiliates from and against any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your breach of these Terms, (b) your use of the Sites, or (c) your violation of any applicable law or regulation, or of the rights of any third party.

18Dispute Resolution and Arbitration

Informal Resolution First

Before initiating any formal dispute, you and Carte agree to attempt to resolve any dispute informally by contacting the other party in writing. The party initiating the dispute must send written notice to the other party describing the dispute and the relief sought. Notices from you to Carte should be sent to legal@cartemedical.com. The parties agree to negotiate in good faith for at least sixty (60) days after notice is received before initiating any formal proceedings.

Binding Arbitration

If informal resolution fails, any dispute between you and Carte arising out of or relating to these Terms or your use of the Sites shall be resolved through binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, or as otherwise agreed by the parties. The arbitration shall be conducted in Fairfax County, Virginia, or (if you prefer) by video conference. The arbitrator’s decision shall be binding and enforceable in any court of competent jurisdiction.

Class-Action Waiver

Arbitration shall be conducted only on an individual basis and not on a class, consolidated, or representative basis. You and Carte each waive the right to participate in a class action, consolidated action, or representative action against the other.

Exceptions

Notwithstanding the above:

• Either party may bring an individual action in small-claims court in the appropriate jurisdiction
• Either party may seek injunctive or other equitable relief in a court of competent jurisdiction for (a) unauthorized use of intellectual property, (b) breach of confidentiality, or (c) violations of the Acceptable Use section of these Terms
• Nothing in this section limits either party’s ability to report a dispute to a government agency where permitted or required by law

Opt-Out

You may opt out of the arbitration and class-action-waiver provisions of this section by sending written notice to legal@cartemedical.com within thirty (30) days of your first use of the Sites after these Terms became effective for you. Your notice must include your name, mailing address, email address, and a statement that you decline arbitration under these Terms. If you opt out, the “Governing Law and Jurisdiction” section below governs disputes.

19Governing Law and Jurisdiction

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-laws principles. For any dispute not subject to the arbitration provisions above, you and Carte consent to the exclusive jurisdiction of the state and federal courts located in Fairfax County, Virginia.

20Disclosures

Carte’s employed and consulting physicians hold professional licenses in the states where they practice and have completed the requisite medical education and postgraduate training. Other consulting professionals engaged as part of Carte’s coordination work hold their own applicable licensure or certification in the disciplines and jurisdictions in which they practice.

Clinical records created as a result of your engagement with Carte are securely maintained by Carte in accordance with applicable federal and state law and Carte’s Notice of Privacy Practices, for the retention periods required under those laws.

Complaints about the care or advice you receive from a licensed professional identified through Carte may be directed to the applicable state professional licensing board. We also request that you notify Carte at legal@cartemedical.com so we can investigate.

21Geographic Availability

The Sites are operated from the United States and are intended for use in the United States. Carte makes no representation that its services are appropriate or available for use in locations outside the United States or in all states within the United States. Access to the Sites from jurisdictions where Carte’s services would be unlawful is prohibited.

22Miscellaneous

Severability. If any provision of these Terms is held to be unenforceable, that provision shall be severed and the remaining provisions shall continue in effect.

No waiver. Carte’s failure to enforce any provision of these Terms is not a waiver of that provision.

Entire agreement. These Terms, together with our Privacy Policy, our Notice of Privacy Practices, and (where applicable) your engagement agreement with Carte, constitute the entire agreement between you and Carte regarding your use of the Sites.

No assignment by you; assignment by Carte. You may not assign or transfer your rights or obligations under these Terms. Carte may assign its rights and obligations under these Terms, including in connection with a merger, acquisition, financing, or sale of assets.

No third-party beneficiaries. These Terms do not create any third-party beneficiary rights.

23Contact

For questions about these Terms, or to report a violation, please contact us. For privacy inquiries and requests to exercise privacy rights, please contact privacy@cartemedical.com.