This Membership Agreement (this "Agreement") is entered into among Omnyx Management LLC, an Arizona limited liability company (the "Company"), which provides the membership, concierge, technology, and other non-clinical services and bills your membership; the affiliated professional corporation that provides your clinical care, currently Omnyx Medical P.C., an Arizona professional corporation, for members residing in Arizona, and Omnyx Medical, a California professional medical corporation practicing under Medical Board of California Fictitious Name Permit No. 562267 (California entity no. B20260319211), for members residing in California (each, the "Practice"), which provides all clinical care and retains sole authority over clinical decisions; and the individual identified above ("Member" or "you"), as of the Effective Date. The Company does not practice medicine or direct clinical care.
The Company may designate a successor affiliated Practice to provide the clinical services under this Agreement. In that event, the clinical-services arrangement is assigned to the successor Practice, your membership and all other terms of this Agreement continue unchanged, you are given written notice, and your medical records transfer to the successor Practice upon your authorization, with no need to re-execute this Agreement.
1. The Practice and the Services
1.1 The Practice. The Practice is owned and operated by Matthew Stapleton, MD, a physician licensed in Arizona and California, with additional licensed providers as the Practice expands. The Practice provides telehealth-first concierge health optimization services including hormone optimization, peptide therapy, metabolic and weight management, longevity protocols, and personalized supplementation.
1.2 Services Included.
Your program includes the following defined services, subject to clinical appropriateness:
- Secure clinical messaging related to your included care.
- Four physician appointments per membership year: an initial synchronous video assessment and three progress reviews, subject to clinical appropriateness.
- Guided protocol selection and coordination of the appointments, laboratory collection and prescription fulfillment included in your program.
- Routine refill reviews related to your included care without a separate refill-processing or prescription-writing fee. Prescribing and necessary monitoring remain subject to clinical review.
- Two comprehensive laboratory panels per membership year on the specified panel. Additional or specialty tests are separate purchases, with the price disclosed before payment.
- Two at-home blood collections per membership year where available in your area, associated with your included panels.
- A twenty percent (20%) discount from the standard Omnyx selling price of eligible medications and products. This discount does not apply to membership fees, consultations, laboratory charges, collection, shipping, or other pass-through charges. The standard price, member price and savings are disclosed before payment.
- The lifetime pricing lock described in Section 11.
Membership benefits are available during the paid membership year, subject to scheduling and clinical appropriateness. You may choose pay-as-you-go services without membership. An initial elective consultation is $149 and a focused follow-up is $79; medication purchases remain separate. Creating an account and completing intake do not incur a fee or guarantee treatment. This edition governs new acceptances and does not amend a previously signed edition without your agreement.
1.3 Devices. Where a protocol is delivered by self-administration, the Practice provides an appropriate delivery device with training. The Nest auto-injector pen is the default device for compounded protocols. A needle-free option (Bioject Zetajet) may be offered as a premium upgrade. Device use is governed by the applicable service-specific device consent, which you sign before a device is provided.
1.4 Services Not Included. Membership does not include the cost of prescription medications, compounded preparations, in-person urgent or emergency care, in-person procedures, specialist referrals, hospital care, mental health crisis intervention, or any service requiring hands-on clinical evaluation. Medications and lab work outside the included benefits are billed separately.
2. Telehealth, Provider Relationship, and Standard of Care
2.1 Synchronous Initial Encounter. Before any prescription is issued to you, you will complete an initial synchronous (real-time audio-video) encounter with a licensed provider as required by applicable state telehealth law (Arizona Revised Statutes Section 36-3607 for Arizona members, and California Business and Professions Code Section 2290.5 for California members). You consent to this initial encounter being conducted via telehealth.
2.2 Asynchronous Follow-Up. After the patient-provider relationship is established, follow-up communications, refill reviews, and routine questions may be conducted via secure asynchronous messaging.
2.3 Standard of Care. The Practice provides care consistent with the standard of care that applies to a licensed physician providing the same care in person in your state of residence. Telehealth does not change the standard of care; it changes only the modality of delivery.
2.4 Out-of-Scope Care. Some clinical scenarios cannot be appropriately managed via telehealth. The Practice may, at any time and in its sole clinical discretion, recommend or require that you seek in-person evaluation, and may decline to continue treating any condition outside its clinical scope.
3. Term, Renewal, and the 30-Day Money-Back Guarantee
3.1 Initial Term and Effective Date. For a new Founders Circle enrollment, the "Effective Date" is the calendar date in Arizona (America/Phoenix) on which the payment provider records the first qualifying membership payment as paid, whether that payment is an annual prepayment or the first monthly installment. A provider record that payment is paid does not mean the bank has finally settled the funds or paid them out to Omnyx. You must accept this Agreement and select your payment schedule before Omnyx creates your checkout. The Effective Date begins your full one (1) year initial term, which renews as provided in Section 3.2. If the provider's payment date and the corresponding payment-period date disagree, Omnyx will preserve the payment record and hold membership activation while the discrepancy is reconciled. Omnyx will not initiate another charge without your authorization and will not assign an Effective Date from unverified information. The reconciliation outcome depends on verified payment records; this Agreement does not promise an automatic date correction or refund outside the terms of Section 3.3. The pricing, reactivation, and lapse terms in Section 11 apply in addition to this Section 3 and control in the event of a conflict.
3.2 Automatic Renewal. Founders Circle membership renews automatically each year unless you cancel at least seven (7) days before the renewal date. You will receive renewal notice at least thirty (30) days before each renewal. Founders Circle pricing is locked for life and does not increase at renewal.
3.3 30-Day Money-Back Guarantee. Membership fees, including Founders Circle, are refundable in full within thirty (30) days of the Effective Date, subject to the following:
- Request the refund through Account in the member portal or in writing to the contact in Section 14 within thirty (30) days of the Effective Date. Requests received by the end of the 30th calendar day after the Effective Date, in America/Phoenix, are timely.
- You remain eligible for a full refund whether or not you have scheduled or attended your initial video encounter, without a deduction for membership-included care.
- Every membership installment or annual prepayment actually paid within this initial guarantee window is refundable without any deduction for visits, labs, or other care included in membership, even if already delivered. A second installment paid before the thirtieth day is included.
- Separate medication, supplement, and other purchases are excluded from the membership refund and follow their own terms in the Refund and Cancellation Policy. These costs are not deducted from your membership refund.
A guarantee refund ends membership and cancels future membership billing. Your records remain available, and any termination of the clinical relationship remains subject to the continuity-of-care provisions of this Agreement.
The Founders Circle lifetime-locked pricing benefit is separate from refundability and does not waive this 30-day guarantee. After the 30-day window closes, membership fees already paid are non-refundable, though you may cancel future annual renewals at any time subject to the notice deadline in Section 3.2. For the installment option, the remaining installments in the current annual term remain payable.
4. Fees and Billing
4.1 Membership Fee. Founders Circle offers two payment schedules for the same one (1) year membership contract: $199 per month for twelve (12) monthly installments, totaling $2,388 for the annual term, or $1,997 annual prepayment (2 months free). Your selected schedule is disclosed before payment and applies to renewal unless changed by a later agreement you accept. The initial Effective Date is assigned under Section 3.1 after the first qualifying membership invoice is marked paid. A monthly installment payment does not make this a month-to-month membership. Except for the Section 3.3 guarantee or another right under this Agreement or applicable law, selecting installments does not permit termination of the current annual payment obligation at the end of a monthly billing period. Canceling renewal stops the next annual contract term, not installments due for the current term.
4.2 Product and Lab Charges. Medications, compounded preparations, supplements and services outside the included membership benefits are billed separately at the disclosed price. Included visits, panel tests and home collections are not billed a second time. Members receive the product discount described in Section 1.2; patients using pay-as-you-go services do not receive that discount. Additional consultations are $79 for a focused follow-up. Additional selected laboratory tests and collection are billed at actual cost. Any separately charged service is presented for your agreement before payment. Unused included services do not roll over into a later membership year. A billing limit does not waive clinically necessary monitoring or terminate the clinical relationship.
4.3 Merchant of Record and Payment Authorization. You receive one Omnyx bill and one Omnyx relationship. Behind it, charges are billed by the Omnyx entity that provides them. Omnyx Management LLC is the merchant of record for membership fees, consultation fees, and other non-medication fees. The affiliated professional corporation for your state of residence, as identified above, is the merchant of record for all medication purchases. You authorize these entities and their payment processors to charge the payment method on file for all amounts due. Laboratory services included in your membership are prepaid by Omnyx Management LLC to the performing laboratory at the laboratory's own price, on your behalf, with no markup; itemization of all fees is available to you on request. You agree to maintain a current and valid payment method on file.
4.4 Late Payment. If a charge is declined, the Practice will attempt to contact you and re-attempt the charge within seven (7) days. If payment is not resolved within thirty (30) days, the Practice may suspend services until payment is current. Suspension does not relieve you of payment obligations for services already rendered.
5. Cash-Pay; No Insurance
5.1 No Insurance. The Practice does not accept insurance and does not bill Medicare, Medicaid, TRICARE, or any other federal or state healthcare program. All charges are paid directly by you.
5.2 HSA and FSA. Many products and services are eligible for payment through Health Savings Accounts and Flexible Spending Accounts under IRS rules. The Practice can provide receipts and, where appropriate, Letters of Medical Necessity. Eligibility determinations are between you and your administrator; the Practice makes no guarantee of reimbursement.
6. Communications
6.1 Permitted Channels. You authorize the Practice to communicate with you via email, secure messaging within the patient portal, telephone, and text message (SMS), at the contact information you provide.
6.2 Text Message Consent. By providing your mobile number, you consent to receive clinical text messages, including appointment reminders, refill notifications, and laboratory result notifications. Marketing text messages are sent only if you give separate, affirmative consent, and that consent is not a condition of membership or of receiving care. You may revoke consent to either category at any time by replying STOP. Revoking consent to clinical text messages may impair the Practice's ability to provide care.
6.3 Response Times. The Practice targets routine message response within 24 business hours and urgent message response within 4 business hours during regular operating hours. The Practice does not provide 24/7 emergency coverage. If you have a medical emergency, call 911 or go to the nearest emergency department.
7. AI and Automated Systems
7.1 Use of AI. The Practice uses artificial intelligence ("AI") systems to assist with administrative tasks, clinical documentation, patient education, and triage of routine messages. All clinical decisions, prescriptions, and protocol approvals are made by licensed human providers. AI does not prescribe, diagnose, or make independent clinical decisions.
7.2 Patient AI Assistant. The patient-facing AI assistant ("Sam") provides general health information, scheduling assistance, and routing of clinical questions to your provider. Sam clearly identifies itself as AI. Any clinical question you ask Sam is routed to a licensed provider before any clinical recommendation is made.
7.3 AI Disclosure Document. A separate AI Disclosure provides additional detail on the AI systems used and the safeguards in place. You acknowledge that you have received or will receive the AI Disclosure.
8. Privacy and HIPAA
The Practice complies with the Health Insurance Portability and Accountability Act ("HIPAA") and applicable state privacy laws. The Practice's Notice of Privacy Practices, provided separately, describes how your protected health information may be used and disclosed. By signing this Agreement, you acknowledge receipt of the Notice of Privacy Practices.
9. Dispute Resolution
9.1 Separate Arbitration Agreement. Disputes between you and the Practice or the Company are resolved under the separate Patient Arbitration Agreement you sign alongside this Agreement. That agreement, not this Section, sets out how disputes are decided, including claims of professional negligence, billing and membership claims, privacy claims, and marketing claims.
9.2 Separate Acceptance and Thirty-Day Opt-Out. New online enrollment requires separate, affirmative acceptance of the Patient Arbitration Agreement. You may rescind that entire agreement within thirty (30) days of signing through the Documents page or the written-notice channels in that agreement, without affecting your membership, price or care. This edition does not override an earlier agreement that made arbitration optional or undo an earlier decline, rescission or revocation.
9.3 If There Is No Arbitration Agreement. If you do not sign the Patient Arbitration Agreement, or you timely rescind it, disputes between you and the Practice or the Company are resolved in a court of competent jurisdiction, and nothing in this Agreement waives your right to a jury trial.
10. Limitation of Liability; Individual Results Disclaimer
10.1 Individual Results. Optimization outcomes vary substantially based on individual physiology, adherence, lifestyle, baseline health, and other variables outside the Practice's control. No specific clinical result is guaranteed. Testimonials, case studies, and aggregate outcome data represent the experience of specific individuals and are not predictive of your results.
10.2 Compounded and Gray-Zone Products. Some products are prepared by compounding pharmacies and are not FDA-approved. Compounded products are prepared under FDA Section 503A patient-specific compounding rules where applicable. Certain peptides are in a gray-zone regulatory status pending FDA review. You will receive and sign separate service-specific consent documents, including device consents and the gray-zone peptide consent, disclosing the regulatory status of any compounded product, gray-zone molecule, or device before it is prescribed or provided.
10.3 Regulatory Changes. The regulatory status of compounded medications, particularly novel peptides and GLP-1 compounds, may change during the term of this Agreement. The Practice will communicate any material change that affects your protocol and will work with you to identify alternatives where required.
10.4 Limitation of Liability for Non-Clinical Claims. This Section 10.4 applies only to commercial and administrative claims, meaning claims relating to billing, membership administration, scheduling, the patient portal, and other non-clinical services. For those claims only, and to the maximum extent permitted by law, the Company's aggregate liability is limited to the total membership fees you paid in the twelve (12) months preceding the event giving rise to the claim. This Section 10.4 does not apply to, and nothing in this Agreement limits, waives, or releases, any claim for professional negligence, medical malpractice, bodily injury, wrongful death, gross negligence, willful misconduct, or any right that applicable law makes non-waivable. No provision of this Agreement is intended to relieve any provider of liability for the negligent rendering of professional services.
11. Founders Circle Specific Terms
11.1 Lifetime Price Lock. Founders Circle members are guaranteed that their selected payment schedule, $199 per month for twelve (12) installments or $1,997 annual prepayment (2 months free), will not increase for as long as they maintain continuous active membership.
11.2 Availability of the Founders Circle Offer. The Founders Circle offer is not limited to a fixed number of members. Omnyx may close the Founders Circle offer to new members at any time, in its sole discretion, on notice posted to the Omnyx website. Members who join before the offer closes retain the lifetime-locked Founders Circle price described in this Agreement.
11.3 Refundability. Founders Circle membership fees are refundable in full within thirty (30) days of the Effective Date under the 30-Day Money-Back Guarantee in Section 3.3 (without deductions for membership-included care), and non-refundable after that window. The lifetime price lock in Section 11.1 is a separate pricing benefit and does not waive this guarantee.
11.4 Reactivation Grace and Lapse. The Founders Circle lifetime-locked price is held through a ninety (90) day reactivation grace window, framed as a retained benefit rather than a penalty. Involuntary lapse (a failed or expired payment) first runs the Practice's standard dunning process, and the lifetime price lock is held throughout; an involuntary lapse does not forfeit the lock as long as payment is cured through dunning. Voluntary non-renewal: subject to the 30-Day Money-Back Guarantee in Section 3.3, a request to stop annual renewal retains membership benefits through the end of the annual contract term while scheduled monthly installments remain due under Section 4.1, subject to payment being current, and the ninety (90) day reactivation clock starts at the declined renewal date. If the member reactivates within ninety (90) days, the locked price is retained. After ninety (90) days, the lifetime price lock is forfeited, and any later return is at then-current pricing and availability. The Founders Circle offer is not limited to a fixed number of members.
11.5 Priority Access. Founders Circle members receive priority access, meaning earlier notice of, and an earlier opportunity to request, newly available programs and appointment times. Priority access is a scheduling and notice courtesy. It does not add services to your program, and it does not guarantee availability, a prescription or any clinical outcome.
12. Your Responsibilities
12.1 Accurate Information. You agree to provide complete and accurate information about your medical history, current medications and supplements, allergies, and symptoms, and to update the Practice promptly when that information changes. Clinical decisions depend on what you report. Withholding or misstating material information may make care unsafe and may be grounds for termination under Section 13.
12.2 Adherence and Reporting. You agree to take medications only as prescribed, to complete laboratory testing and monitoring the Practice requires as a condition of continued prescribing, and to report side effects or adverse reactions promptly.
12.3 Other Providers. You agree to maintain a relationship with a primary care provider. The Practice provides concierge health optimization services and does not replace primary, urgent, or emergency care.
12.4 No Diversion. Medications prescribed to you are for your use only. You agree not to share, sell, or otherwise transfer any prescribed medication.
13. Termination and Continuity of Care
13.1 Termination by You. You may terminate this Agreement at any time on written notice. Termination does not entitle you to a refund except as provided in Section 3.3, and you remain responsible for separately purchased services under their own terms. No membership-included care is deducted from a timely guarantee refund.
13.2 Termination by the Practice. The Practice or the Company may terminate this Agreement on thirty (30) days' written notice. The Practice may terminate immediately where you have engaged in abusive or threatening conduct toward staff, materially misrepresented your medical history, diverted or misused a prescribed medication, or failed to complete required clinical monitoring.
13.3 Continuity of Care. The Practice will not abandon you. Where the Practice terminates the clinical relationship, it will, for a period of thirty (30) days after the notice of termination, remain available to address urgent clinical needs arising from care it has provided, will provide a reasonable supply or bridging prescription where clinically appropriate to avoid an abrupt discontinuation, and will assist you in transferring your care. This Section 13.3 applies regardless of the reason for termination, including termination for non-payment.
13.4 Medical Records. Your medical record belongs to you in the sense that you have a right of access to it. On request, the Practice will provide a copy of your records to you or to a provider you designate, in the form and format requested where readily producible, within the time required by applicable law, and consistent with the Notice of Privacy Practices. Records are retained for the period required by applicable state and federal law.
14. Notices
All notices required under this Agreement may be sent to the Practice at the email or mailing address provided in the patient portal or on the Practice's website. The Practice will send notices to you at the email and mailing address you provide.
15. Miscellaneous
15.1 Governing Law. For members residing in Arizona, this Agreement is governed by the laws of the State of Arizona. For members residing in California, this Agreement is governed by the laws of the State of California. In each case conflict-of-laws principles are disregarded, and no choice of law displaces any protection your state of residence makes non-waivable.
15.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
15.3 Entire Agreement. This Agreement, together with the Notice of Privacy Practices, the AI Disclosure, the Privacy Policy, the Terms of Service, the Refund and Cancellation Policy, and any applicable service-specific consents, constitutes the entire agreement between you and the Practice.
15.4 Modification. The Practice may modify this Agreement upon thirty (30) days' notice. Continued use of the services after the notice period constitutes acceptance.
15.5 Survival. Sections 8, 9, 10, 13.3, 13.4, and 15 survive termination or expiration of this Agreement.
15.6 No Waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.
15.7 Assignment. You may not assign this Agreement. The Practice may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all assets, provided the successor agrees to be bound by its terms.
16. Acknowledgments
By signing below, you acknowledge that: (a) you have read and understand this Agreement; (b) you have received and reviewed the Notice of Privacy Practices, the AI Disclosure, the Privacy Policy, and the Refund and Cancellation Policy; (c) you understand telehealth services have inherent limitations and that you may be required to seek in-person care when clinically appropriate; (d) you understand individual results vary and no specific outcome is guaranteed; (e) you have been given the separate Patient Arbitration Agreement, understand that new online enrollment requires separate acceptance, and understand you may rescind it within thirty (30) days without affecting membership or care; (f) you are at least 18 years of age and have the legal capacity to enter this Agreement; (g) you have read Section 12 and accept the responsibilities it describes; and (h) you understand that no provision of this Agreement waives or limits any claim for professional negligence.