Terms of Service

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. To the fullest extent permitted by applicable law, you and AuxMedica (each a “party” and collectively the “parties”) agree to arbitrate any and all disputes, controversies, or claims between the parties including those between a Qualified Physician and AuxMedica, or a Healthcare Facility and AuxMedica, that arise out of or relate to, directly or indirectly: (a) these AuxMedica Platform Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof, and including any previous versions, (b) access to or use of our AuxMedica Platform or any other service, including receipt of any advertising, marketing, or other communications from us, (c) any transactions through, by, or using our AuxMedica Platform or any other service, (d) the Healthcare Services, (e) the terms and conditions of a Qualified Physician’s engagement at any Healthcare Facility, or (f) any other aspect of your relationship or transactions with us, directly or indirectly, as a user or consumer (“Claim” or collectively, “Claims”). For the avoidance of doubt, “Claims” includes claims by or against AuxMedica, and claims by or against any current or future parents, subsidiaries, affiliates, predecessors or successors of AuxMedica or a Healthcare Facility, and claims by or against AuxMedica’s respective partners, officers, directors, supervisors, managers, employees, insurers, agents, investors, contractors, and vendors.

To the fullest extent permitted by applicable law, and subject to the exclusions described below, the Claims include, but are not limited to, claims of discrimination, harassment, retaliation, wrongful termination and unfair competition, wage and hour claims, equity claims, tort claims, contract claims, common law claims, and claims based upon any federal, state, or local ordinance, statute, regulation, or constitutional provision. This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after your consent to these AuxMedica Platform Terms. However, if there are any Claims pending in court between you and AuxMedica at the time of your acknowledgement and consent to these AuxMedica Platform Terms, then this Arbitration Agreement will not apply to those Claims.

The parties agree that nothing in this Arbitration Agreement is intended to prevent either party from seeking and obtaining temporary or preliminary injunctive relief in court to prevent irreparable harm to their confidential information or trade secrets pending the conclusion of any arbitration.

This Arbitration Agreement does not apply to claims for workers’ compensation benefits, unemployment insurance benefits, state or federal disability insurance, claims that are subject to the exclusive jurisdiction of the National Labor Relations Board, claims related to sexual harassment and sexual assault arising under federal, state, or tribal law unless you elect to arbitrate these claims, or any other claims that have been expressly excluded from mandatory arbitration by the Federal Arbitration Act or a governing law not preempted by the Federal Arbitration Act. If either party brings both arbitrable and non-arbitrable claims in the same action or related actions, both agree that the non-arbitrable claims will be stayed until the conclusion of the arbitration, to the fullest extent permitted by law. This Arbitration Agreement does not restrict or preclude you from communicating with, filing an administrative charge or claim with, or providing testimony to any governmental entity about any actual or potential violation of law or obtaining relief through a government agency process, where required by law.

The parties agree that Claims will be resolved on an individual basis only, and not on a class, collective, or representative basis on behalf of other individuals or Qualified Physicians (“Class Waiver”). Any claim that all or part of the Class Waiver is invalid, unenforceable, unconscionable, void or voidable may be determined only by a court. In no case may class, collective, or representative claims proceed in arbitration on behalf of other individuals or Qualified Physicians.

The parties agree that to initiate an arbitration a party must provide the other party with a written demand for arbitration and file the demand with _______________. The arbitration will be conducted by a single, neutral arbitrator and will be administered pursuant to the applicable _________________ ADR Rules then in effect (available at: www.______________.com) unless such Rules are in conflict with this Agreement, in which case, the Arbitration Agreement in these AuxMedica Platform Terms will control. If your Claim(s) does not exceed $10,000, then the arbitration will be conducted solely based on documents and/or evidence the parties submit to the arbitrator, unless either party requests a hearing, or the arbitrator determines that a hearing is necessary. Should a hearing occur, you may choose whether to participate by video conference or by telephone, providing flexibility to accommodate your preferences. If your Claim(s) exceeds $10,000, your right to a hearing will be determined by the applicable ____________ADR Procedures. Regardless of the amount in dispute and subject to the ____________ ADR Procedures governing the arbitration, the arbitrator will have the discretion to order a reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. AuxMedica will bear all arbitration fees and administrative costs as required by applicable law. The arbitrator will have the power, upon a showing of cause, to seal records and protect the confidentiality of proceedings and the award. Each party will pay its own attorneys’ fees and costs not unique to arbitration when in arbitration, except that the arbitrator may award fees and costs to the prevailing party to the extent permitted by law. Any dispute as to whether a cost would have been required if the claims were litigated in court will be resolved by the arbitrator. The arbitrator alone will have the authority to determine arbitrability including disputes about the formation, scope, applicability, enforceability, or validity of this Agreement, except that any dispute concerning the scope or enforceability of the Class Waiver must be resolved by a court of competent jurisdiction. The parties agree not to engage in actions or tactics, made in bad faith, that are frivolous or solely intended to cause unnecessary delay or to increase the cost of dispute resolution. The arbitrator will be authorized to grant any relief or impose any sanctions available under Federal Rule of Civil Procedure 11, if applicable, or any applicable state law for either party’s violation of this requirement.

The arbitrator will apply the applicable substantive law in deciding the claims at issue. Claims will be governed by their applicable statute of limitations and failure to demand arbitration within the prescribed time period will bar the claims as provided by law. The arbitrator will have the authority to award all remedies available at law and will issue a written decision that contains the essential findings and conclusions upon which the award is based. The parties understand and agree that the decision or award of the arbitrator will be final and binding upon the parties.

The parties understand and agree that the arbitration of claims subject to this Arbitration Agreement will be instead of a trial before a court or jury. The parties further understand and agree that, by entering into this Arbitration Agreement, they are expressly waiving any and all rights to a trial before a court or jury regarding any claims that they now have or that they may have in the future that are subject to arbitration under this Arbitration Agreement.

This Arbitration Agreement is enforceable under and governed by the Federal Arbitration Act. In the event that any portion of this Arbitration Agreement is held to be invalid or unenforceable, that limited portion will be severed, and the remainder of this Arbitration Agreement will be given full force and effect. Notwithstanding any other provision of this Arbitration Agreement, under no circumstances will this Arbitration Agreement be construed to permit class, collective, or representative proceedings in arbitration.

You and AuxMedica understand and agree that this Arbitration Agreement contains the complete agreement between you and AuxMedica regarding the subject matter herein. By using the AuxMedica Platform, you acknowledge and agree that you have read this Arbitration Agreement carefully, are bound by it, and are WAIVING ANY RIGHT TO HAVE A TRIAL BEFORE A COURT OR JURY OF ANY AND ALL CLAIMS SUBJECT TO ARBITRATION UNDER THIS ARBITRATION AGREEMENT.