Platform: Brightiva.com
This Member Agreement & Terms of Use (the “Agreement”) is entered into by and between Brightiva LLC, a Florida limited liability company with its principal place of business in Indian River County, Florida (“Brightiva,” “we,” “us,” or “our”), and you (“Member,” “Provider,” or “You”). This Agreement is intended to govern membership in the Brightiva Network for licensed prescribers located in any state or territory of the United States. By completing registration, clicking “I Agree,” or otherwise accessing or using the Brightiva Network member portal, ordering system, educational resources, clinical templates, or any related services (collectively, the “Platform”), you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety. Access to the Platform is expressly conditioned upon your acceptance of this Agreement. If you are registering on behalf of a medical practice or entity, you represent that you have full authority to bind that entity.
Membership is limited to licensed mental health medication prescribers who hold a valid, active DEA registration and are in good standing with all applicable state and federal licensing authorities. By registering, you represent and warrant that you meet these qualifications and will continuously maintain them throughout the term of your membership. You agree to immediately notify Brightiva in writing of any change in your licensure status, DEA registration, or good standing. You agree to maintain commercially reasonable medical malpractice and general liability insurance coverage for the term of this Agreement, to include through the term of the applicable statute of limitations for medical malpractice liability.
You are an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture, agency, or franchise relationship between you and Brightiva. You are solely responsible for your clinical practice, compliance with all professional standards, and all taxes, insurance, and employment obligations arising from your activities.
Brightiva is not a healthcare provider, medical practice, pharmacy, or dispenser of medical advice. The Platform provides only a proprietary treatment protocol, educational resources, clinical documentation templates, and a streamlined ordering system for licensed prescribers. Brightiva expressly disclaims, to the maximum extent permitted by law, all liability for:
(a) any clinical decisions you make regarding the prescribing, ordering, administering, monitoring, or discontinuation of Brightiva or the protocol;
(b) any adverse outcomes, patient harm, side effects, complications, or claims arising from your use of Brightiva or the protocol;
(c) any failure by you to exercise independent clinical judgment or to comply with applicable laws; or
(d) any regulatory, disciplinary, or legal action taken against you. All materials are provided “AS IS” and “AS AVAILABLE” without any warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, completeness, or non-infringement. Brightiva does not warrant that the protocol or materials will meet your requirements or produce any specific clinical result. Compounded Medication Disclaimer. The compounded medication known as Brightiva is formulated, prepared, labeled, packaged, and supplied exclusively by independent, certified compounding pharmacies that are duly licensed and operating in full compliance with Sections 503A or 503B of the Federal Food, Drug, and Cosmetic Act, the United States Pharmacopeia (USP) chapters on compounding (including USP <797> and <795>), and all applicable federal, state, and local pharmacy laws and regulations. Brightiva LLC does not compound, manufacture, test, label, package, dispense, or otherwise handle the physical medication. Brightiva LLC has no control over, and expressly disclaims to the maximum extent permitted by law, any and all liability for any errors, defects, contamination, potency variations, sterility failures, mislabeling, stability issues, adverse reactions attributable to formulation, or any other problems arising from or related to the compounding, preparation, quality, safety, efficacy, or delivery of Brightiva by such pharmacies. You acknowledge and agree that Brightiva LLC acts solely as a facilitator of access to the protocol and ordering platform and assumes no responsibility whatsoever for the compounded product itself. Brightiva is a compounded medication with no FDA-approved indication for any psychiatric disorder and is prescribed off-label. You acknowledge this fact and agree to obtain and document proper informed consent from each patient before initiating treatment, including disclosure of the compounded status and off-label use.
Brightiva exclusively owns all right, title, and interest in and to the Platform, the Brightiva formulation and any components thereof (which constitute valuable trade secrets), the treatment protocol, dosing guidelines, clinical templates, trademarks, copyrights, patents (if any), trade dress, and all related intellectual property (collectively, “Brightiva IP”). Your membership grants you only a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Brightiva IP solely for treating your own patients in accordance with the protocol during the term of your active membership. Any other use is strictly prohibited. You agree not to (and not to permit any third party to): copy, modify, reverse engineer, decompile, disassemble, derive the source or formulation of, or create derivative works from any Brightiva IP. Any feedback, suggestions, or improvements you provide regarding the Brightiva IP shall be owned exclusively by Brightiva, and you hereby assign all rights therein to Brightiva. You acknowledge that any unauthorized use of Brightiva IP will cause irreparable harm for which monetary damages are inadequate, and Brightiva shall be entitled to immediate injunctive relief in addition to all other remedies.
5.1 Confidential Information includes, without limitation, the Brightiva formulation, treatment protocol, dosing guidelines, clinical templates, network structure, pricing, pharmacy partnerships, membership data, business processes, and any information designated as confidential or reasonably understood to be confidential (“Confidential Information”).
5.2 Obligations. You shall: (i) hold all Confidential Information in strict confidence; (ii) use it solely to treat patients pursuant to the protocol; (iii) not disclose, copy, reproduce, transmit, or publish it to any third party without our prior written consent; and (iv) take all reasonable measures to protect it. Upon termination or our request, you shall promptly return or destroy all Confidential Information and certify such destruction in writing.
5.3 Exceptions remain as in the original (publicly available without fault, pre-existing knowledge, independent development, or legally required disclosure with prompt notice and cooperation).
5.4 Duration and Trade Secret Protection. Obligations survive termination indefinitely for trade secrets and for five (5) years for other Confidential Information. You acknowledge that the Brightiva formulation and protocol are trade secrets protected under the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) and Florida law. In the event of willful misappropriation, Brightiva shall be entitled to exemplary damages and attorneys’ fees as provided by law.
6.1 Non-Circumvention. You shall not circumvent Brightiva’s business model or relationships in any way, including directly contacting or contracting with our compounding pharmacy partners to obtain or replicate the Brightiva formulation outside the Network, or using Confidential Information to establish any competing product, platform, or network.
6.2 Non-Compete. During the term of your membership and for two (2) years after termination for any reason, you shall not, directly or indirectly, develop, promote, market, sell, distribute, or participate in any compounded sublingual ketamine formulation that incorporates the proprietary combination of active ingredients used in Brightiva (or any substantially similar formulation). This covenant protects our legitimate business interests in trade secrets, confidential information, and goodwill.
6.3 Non-Solicitation. During the term and for two (2) years thereafter, you shall not solicit, recruit, or encourage any other member of the Brightiva Network to leave the Network or to engage with any competing product or platform.
6.4 Reasonableness & Remedies. You acknowledge that these restrictions are reasonable in time, scope, and geography (nationwide, given the national, Internet-based nature of the Brightiva Network and the fact that Members practice in any state or territory of the United States) and are no broader than necessary to protect Brightiva’s legitimate interests. Any breach will cause irreparable harm for which monetary damages are inadequate. Brightiva shall be entitled to injunctive relief, specific performance, and all other remedies available at law or in equity. The two-year post-termination period shall be tolled during any period of breach. Brightiva may also recover its attorneys’ fees and costs in any action to enforce this Section.
You acknowledge and agree that the price you pay for Brightiva troches through the Brightiva Network is determined by and reflects the fair market value of a bundled package that includes all of the following:
(a) the granting of access to Brightiva’s proprietary treatment protocol, clinical information, and clinical documentation templates and support;
(b) integration with an EPCS-certified electronic prescribing platform;
(c) the costs incurred by Brightiva to maintain HIPAA-compliant systems and processes and other legal compliance;
(d) the ongoing maintenance, hosting, and support of the Brightiva website, member portal, and ordering system; and
(e) the fair market value of the compounded Brightiva troche itself as supplied by the independent, certified compounding pharmacy. This pricing structure is reasonable, reflects arm’s-length fair market value for the services and product provided, and is not intended to constitute, and does not constitute, a kickback, rebate, discount, or other improper inducement under any federal or state law, including without limitation the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)) or any analogous state law. You further represent and warrant that you have independently determined the price to be fair and commercially reasonable in light of the value received.
Brightiva contains ketamine, a Schedule III controlled substance. You agree to comply fully with all federal, state, and local laws governing ordering, storage, prescribing, administration, record-keeping, reporting, and disposal in the jurisdiction(s) where you practice. Each order must be patient-specific; bulk ordering is prohibited. Brightiva strongly recommends you consult your own legal counsel and compliance officer. You assume all risk and responsibility for regulatory compliance.
Access is granted on a membership basis and is non-transferable. Brightiva may suspend or terminate your access immediately, with or without notice, for any violation of this Agreement or any conduct we reasonably deem harmful to the Network, its members, or patients. Upon termination, all licenses terminate immediately, and you must cease all use of Brightiva IP and Confidential Information.
You shall indemnify, defend, and hold harmless Brightiva, its officers, directors, members, employees, agents, successors, and assigns from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your clinical use of Brightiva or the protocol; (ii) any patient injury, adverse event, or claim; (iii) your breach of this Agreement; (iv) your failure to comply with laws; or (v) any negligent or willful act or omission by you. This obligation survives termination.
Either party may terminate this Agreement at any time. Brightiva may terminate immediately upon breach. Sections 3, 4, 5, 6, 7, 8, 10, 12, and 13 survive termination.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-laws principles. This choice of law applies regardless of the state or territory in which you are licensed or practice. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Indian River County, Florida. You consent to personal jurisdiction and venue in such courts and waive any objection based on forum non conveniens. The prevailing party in any action shall be entitled to recover its reasonable attorneys’ fees and costs.
13.1 Amendments. Brightiva may amend this Agreement from time to time. Continued use of the Platform after notice of amendment constitutes acceptance.
13.2 Severability. If any provision is held invalid or unenforceable under the law of any jurisdiction, it shall be reformed to the minimum extent necessary to be enforceable in that jurisdiction, and the remainder of the Agreement shall remain in full force and effect.
13.3 No Waiver. Failure to enforce any provision does not constitute a waiver.
13.4 Assignment. Brightiva may assign this Agreement freely. You may not assign without our prior written consent.
13.5 Electronic Signatures. This Agreement may be executed electronically and shall have the same force as an original.
13.6 Entire Agreement. This Agreement constitutes the entire understanding and supersedes all prior agreements.
13.7 Survival. All provisions that by their nature should survive do so.
13.8 Nationwide Application. This Agreement is designed to be enforceable with respect to Members practicing in any state or territory of the United States and shall be interpreted to provide Brightiva with the maximum protection permitted by applicable law in each jurisdiction.
13.9 Any patient information submitted to this website may be used for research purposes and publication. All data will be de-identified, and no Protected Health Information (PHI) will be disclosed. This website strictly adheres to all applicable HIPAA rules and regulations at all times.
14.0 An active credit card must be kept on file at all times in order to maintain an active membership