2.1. Provider IDs. Company will issue you a Provider ID to enable you to access and use the App on your Device in accordance with this Agreement. You agree that you will maintain your Provider ID in confidence and not share your Provider ID with any third party. You will immediately notify Company of any actual or suspected breach or improper use or disclosure of your Provider ID or the App.

2.2. Provision of Healthcare Services. When you are logged in to the App, User requests for Healthcare Services may appear to you via the App if you are online and available. A User requests for Healthcare Services may also appear to you via phone notifications from the App if you have enabled notifications. If you accept a User’s request for Healthcare Services, the App will provide you with certain User Data, including certain PHI. You will obtain other information from the User, either in person during performance of the Healthcare Services if User elects to disclose such information, or from the App if the User elects to enter such information or provide access to the User’s User Data within the App to you. You acknowledge and agree that once you have accepted a User’s request for Healthcare Services, the App may provide certain information about you to the User, including your name, profile photo, bio and Practice information. You shall not use any User Data for any reason other than for the purposes of fulfilling the Healthcare Services. As between Company and you, you acknowledge and agree that: (a) you shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of the Healthcare Services; and (b) except for the App Services, you shall provide all necessary devices, equipment, tools and other materials, at your own expense, necessary to perform the Healthcare Services.

2.3. Means of engagement. The Healthcare Services shall include engagement with Users in their preferred manner, via voice calling, video calling, secure instant messaging, and in-person consultations, as appropriate.

2.4. Your Relationship with Users. You acknowledge and agree that your provision of Healthcare Services to Users creates a direct business relationship between you and the User. Company is not responsible or liable for the actions or inactions of a User in relation to you, your activities or your practice of Healthcare Services. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of Healthcare Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of you, a User or third party. You acknowledge and agree that Company may release your contact and/or insurance information to a User upon such User’s reasonable request. You acknowledge and agree that you may not provide Healthcare Services to any person other than a User and any individuals authorized by such User, during the performance of Healthcare Services for such User.

2.5. Your Relationship with Company. You acknowledge and agree that Company’s provision to you of the App and the App Services creates a direct business relationship between Company and you. Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Healthcare Services, your acts or omissions. You retain the sole right to determine when, where, and for how long you will utilise the App or the App Services. You retain the option, via the App, to attempt to accept or to decline or ignore a User’s request for Healthcare Services via the App Services, or to cancel an accepted request for Healthcare Services via the App, subject to Company’s then-current cancellation policies. Company shall have no right to require you (except as separately agreed between you and Company) to: (a) display Company’s names, logos or colours; or (b) wear a uniform or any other clothing displaying Company’s names, logos or colours. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. For the sake of clarity, you understand that you retain the complete right to; (i) use other software application services in addition to the App Services; and (ii) engage in any other occupation or business. Company retains the right to deactivate or otherwise restrict you from accessing or using the App or the App Services in the event of a violation or alleged violation of this Agreement, your disparagement of Company, your act or omission that causes harm to Company’s brand, reputation or business as determined by Company in its sole discretion. You acknowledge and agree that Company may list your name, qualifications and biographical information in Company’s provider directories, marketing and informational materials, and electronic media. In no event shall you market or advertise the App or App Services without the prior consent of Company.

2.6. Devices. You are responsible for the acquisition, cost and maintenance of your Devices as well as any necessary network connectivity costs. Company shall make available the App for installation or use on your Device. Company hereby grants you a non-exclusive, non-transferable license to install or activate and use the App on your Device solely for the purpose of providing Healthcare Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the App (or any data associated therewith) with any third party. The foregoing license grant shall immediately terminate and you will delete and fully remove the App (and any data associated therewith) from your Device in the event that you cease to provide Healthcare Services using your Device. You agree that: (i) use of the App on your Device requires a suitable active network connectivity service associated with your Device for Internet access, which will be provided by you at your own expense; and (ii) use of the App on your Device as an interface with the App Services may consume large amounts of data. Company advises that your Device only be used on a network connection with unlimited or very high data usage limits, and of a standard of performance and quality (such as related to bandwidth and speed) as advised by company from time to time, and company shall not be responsible or liable for any fees, costs, or other charges associated with any network connection.

2.7. Location Based Services. You acknowledge and agree that your geo-location information may be provided to the App Services via a Device in order to provide Healthcare Services. You acknowledge and agree that your geo-location information may be obtained by the App Services while the App is running. In addition, Company may monitor, track and share with third parties your geo-location information obtained by the App and Device for service trust and quality purposes.

3.1. You acknowledge and agree that at all times, you shall: (a) hold and maintain all valid licenses, approvals, certifications or registrations necessary to provide the Healthcare Services to Users in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide Healthcare Services in a professional manner with the due care, skill and diligence reasonably expected of you; and (c) maintain high standards of professionalism, service and courtesy. You acknowledge and agree that you may be subject to certain background and record checks from time to time in order to qualify to provide, and remain eligible to provide, Healthcare Services to Users. You acknowledge and agree that Company reserves the right, at any time in Company’s sole discretion, to deactivate or otherwise restrict you from accessing or using the App or the App Services if you fail to meet the requirements set forth in this Agreement.

3.2. You acknowledge and agree that at all times, you shall, as required by laws or regulations in the Territory: (a) maintain registration with the appropriate professional body; (b) maintain a current medical license; (c) maintain current medical malpractice insurance; (d) practice only in accordance within your scope of practice; (e) immediately inform Company of any change to your scope of practice; (f) immediately inform Company of any restrictions or conditions imposed on you by a relevant professional body, an employer or another institution where you provide medical services; and (g) immediately inform Company of any investigation or review being undertaken into any aspect of your clinical practice by any organization whatsoever, including any relevant professional body.

3.3. To ensure your compliance with all requirements in Sections 3.1 and 3.2 above, you must provide Company with written copies of all such licenses, approvals, permits, authority, certifications or registrations prior to your provision of any Healthcare Services. Thereafter, you must submit to Company written evidence of all such licenses, approvals, permits, authority, certifications or registrations as they are renewed. Company shall, upon request, be entitled to review such licenses, approvals, permits, authority, certifications or registrations from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Company reserves the right to independently verify your documentation from time to time in any way Company deems appropriate in its reasonable discretion.

3.4. HIPAA Compliance. You shall: (a) comply with all applicable HIPAA regulations, including the Privacy Rule, Security Rule, and Breach Notification Rule; (b) implement and maintain appropriate administrative, physical, and technical safeguards to protect PHI; (c) complete any required HIPAA training provided by Company; (d) immediately report any unauthorized use or disclosure of PHI to Company within 24 hours of discovery; and (e) You acknowledge and agree that the Company reserves the right to conduct audits and request documentation to verify compliance with HIPAA requirements.

4.1. Consultation Fees and Your Payment. You are entitled to charge a Consultation Fee for each instance of completed Healthcare Services provided to a User via the App Services (“Consultation Fee”), where such Consultation Fee is based upon the fees advertised to Users in the App in accordance with Company’s supplemental Payments Policy.  The Consultation Fee may apply to services paid directly by the User or delivered under an active membership or subscription plan. You acknowledge and agree that the Consultation Fee is the only payment you will receive in connection with the provision of Healthcare Services. You are also entitled to charge User for any other fees incurred and accepted by User during the provision of Healthcare Services, if applicable and where the App and App Services allow.

You appoint  Company as your limited payment collection agent solely for the purpose of accepting the Consultation Fee and any applicable taxes and fees from the User on your behalf through the App Services. Payment made by a User to Company shall be considered the same as payment made directly by the User to you. Company agrees to remit, or cause to be remitted, to you the Consultation Fee collected, less any applicable Service Fee or other deductions as agreed under this Agreement or the Provider Payments Policy. If you have separately agreed that other amounts may be deducted prior to remittance, the order of any such deductions shall be determined exclusively by Company.

4.2. Changes to Consultation Fees. Company reserves the right to change the Consultation Fee at any time in Company’s discretion based upon local market factors, and Company will provide you with notice in the event of changes to the Consultation Fee. Your continued use of the App Services after any such change in the Consultation Fee shall constitute your consent to such change.

4.3. Consultation Fee Adjustment. Company reserves the right to: (i) adjust the Consultation Fee for a particular instance of Healthcare Services (e.g., you provide insufficient service, you failed to properly end a particular instance of Healthcare Services in the App, technical error in the App Services, etc.); or (ii) cancel the Consultation Fee for a particular instance of Healthcare Services (e.g., User is charged for Healthcare Services that were not provided, in the event of a User complaint, fraud, etc.). Company’s decision to reduce or cancel the Consultation Fee in any such manner shall be exercised in a reasonable manner.

4.4. Service Fee. In consideration of Company’s provision of the App and the App Services for your use and benefit hereunder, you agree to pay Company a service fee on a per Healthcare Services transaction basis calculated as a percentage of the Consultation Fee, as provided to you via email or otherwise made available electronically by Company from time to time for the applicable Territory (“Service Fee”). In the event regulations require taxes to be calculated on the Consultation Fee, Company shall calculate the Service Fee based on the Consultation Fee net of such taxes. Company reserves the right to change the Service Fee at any time in Company’s discretion based upon market factors, and Company will provide you with notice in the event of such change. Your continued use of the App Services after any such change in the Service Fee calculation shall constitute your consent to such change.

4.5. Receipts. As part of the App Services, Company provides you a system for the delivery of receipts to Users for Healthcare Services rendered. Upon your completion of Healthcare Services for a User, Company prepares an applicable receipt and issues such receipt to the User via email or within the App on your behalf. Such receipts are also provided to you via email or will be made available to you through the App Services. Receipts include the breakdown of amounts charged to the User for Healthcare Services and may include specific information about you, including your name, Practice contact information and the type of Healthcare Services provided. Any corrections to a User’s receipt for Healthcare Services must be submitted to Company in writing within three (3) business days after the completion of such Healthcare Services. Absent such a notice, Company shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Consultation Fee.

4.6. No Additional Amounts . You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Company may seek to attract new Users to the App and to increase existing Users’ use of the App. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.

4.7. Taxes. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Healthcare Services as required by applicable law; and (b) provide Company with all relevant tax information. You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of Healthcare Services. Notwithstanding anything to the contrary in this Agreement, Company may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Healthcare Services and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this Section 4.7 directly to the applicable governmental tax authorities on your behalf or otherwise.

5.1. License Grant. Subject to the terms and conditions of this Agreement, Company hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the App Services (including the App on a Device) solely for the purpose of providing Healthcare Services to Users and tracking resulting Consultation Fees. All rights not expressly granted to you are reserved by Company and its respective licensors.

5.2. Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the App Services or the App in any way; (b) modify or make derivative works based upon the App Services or App; (c) improperly use the App Services or App, including creating Internet “links” to any part of the App Services or App, “framing” or “mirroring” any part of the App Services or App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the App Services or App; (d) reverse engineer, decompile, modify, or disassemble the App Services or App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the App Services or App to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the App Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the App Services; or (iv) attempt to gain unauthorized access to the App Services or its related systems or networks.

5.3. Ownership. The App Services, App and Company Data, including all intellectual property rights therein are and shall remain (as between you and Company) the property of Company or its respective licensors. Neither this Agreement nor your use of the App Services, App or Company Data conveys or grants to you any rights in or related to the App Services, App or Company Data, except for the limited license granted above. Other than as specifically permitted by the Company in connection with the App Services, you are not permitted to use or reference in any manner Company’s or its respective licensors’ company names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the “Company Marks and Names”) for any commercial purposes. You agree that you will not try to register or otherwise use and/or claim ownership in any of the Company Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.

5.4. User Data License. The App User terms provide for the User to maintain effective ownership of all User Data. Valid during and for the specific purposes of the provision of Healthcare Services, a User may grant a limited license for you to view, manipulate or add to User Data. User reserves the right to restrict or revoke any license granted to you at any time. For the exclusive purposes of satisfying any regulatory obligations on you to document Healthcare Services rendered to a User, a license is granted to you permitting the duplication of data that you create and add to the User Data (“Provider Created Data”). You may only duplicate or copy the Provider Created Data for use within your own data systems, for which you warrant that you will keep such duplicated data confidential, securely stored, subject to and for a time period as is required by applicable law. This User Data License expressly excludes any other data whatsoever that is not Provider Created Data.

5.5. New Property. Any new Intellectual Property which is created as a result of, or in connection with, the provision of the Healthcare Services, or otherwise in connection with this Agreement, shall be the sole property of Company, and shall not be used by a party for purposes other than this Agreement without the written consent of Company. You hereby appoint any director from time to time of Company to be the attorney and in your name and on your behalf to sign any documents and do anything necessary to give full effect to the provisions of this Section 5.5.

6.1. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party (“Confidential Information”). Confidential Information includes Company Data, Provider IDs, User Data, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.

6.2. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Company, its internal record-keeping requirements).

6.3. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

7.1. Disclosure of Your Information. Subject to applicable law, Company may, but shall not be required to, provide to you, a User, an insurance company and/or relevant authorities and/or regulatory agencies any information (including personal information (e.g., information obtained about you through any background check) and any Company Data) about you or any Healthcare Services provided hereunder if: (a) there is a complaint, dispute or conflict between you and a User; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in Company’s sole discretion, by applicable law or regulatory requirements (e.g., Company receives a subpoena, warrant, or other legal process for information); (d) it is necessary, in Company’s sole discretion, to (1) protect the safety, rights, property or security of Company, the App Services or any third party; (2) to protect the safety of the public for any reason including the facilitation of insurance claims related to the App Services; (3) to detect, prevent or otherwise address fraud, security or technical issues; (4) to prevent or stop activity which Company, in its sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity; or (e) it is required or necessary, in Company’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the App Services. You understand that Company may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.

7.2. Company may collect your personal data during the course of your application for, and use of, the App Services, or may obtain information about you from third parties. Such information may be stored, processed, transferred, and accessed by Company, third parties, and service providers for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Company’s legitimate business needs. You expressly consent to such use of personal data.

8.1. By You. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorisations necessary to provide Healthcare Services within your scope of practice pursuant to this Agreement to third parties in the Territory generally.

8.2. Disclaimer of Warranties. Company provides, and you accept, the App Services and the App on an “as is” and “as available” basis. Company does not represent, warrant or guarantee that your access to or use of the App Services and the App: (a) will be uninterrupted or error free; or (b) will result in any requests for Healthcare Services. Company functions as an on-demand lead generation and related service only and make no representations, warranties or guarantees as to the actions or inactions of the Users who may request or receive Healthcare Services from you, and Company does not screen or otherwise evaluate Users. By using the App Services and App, you acknowledge and agree that you may be introduced to a third party that may pose harm or risk to you or other third parties. You are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the App Services or App. Notwithstanding Company’s appointment as the limited payment collection agent of you for the purpose of accepting payment from Users on your behalf as set forth in Section 4 above, Company expressly disclaims all liability for any act or omission of you, any User or other third party.

8.3. No Service Guarantee. Company does not guarantee the availability or uptime of the App Services or App. You acknowledge and agree that the App Services or App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the App Services or App may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications, and Company is not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.

You shall indemnify, defend (at Company’s option) and hold harmless Company and its respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Healthcare Services or use of the App Services. This indemnification provision shall not apply to your breach of any representations regarding your status as an independent contractor.

Company shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) your or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for company’s obligations to pay amounts due to you pursuant to Section 4 above, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of Company under this Agreement exceed the amount of Service Fees actually paid to or due to Company hereunder in the six (6) month period immediately preceding the event giving rise to such claim.

This Agreement shall commence on the date that the Agreement is executed by you (electronically or otherwise) and will continue until terminated by you or Company, which any party can do (a) without cause at any time on 30 days’ prior written notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Company may restrict you from using the App Services and/or Company may deactivate or otherwise restrict you from accessing or using the Provider ID and/or App immediately, without notice, in the event you no longer qualify, under applicable law or the standards and policies of Company, to provide Healthcare Services or as otherwise set out in this Agreement.

Upon termination of the Agreement, you shall immediately delete and fully remove the App from any of your Devices. Outstanding payment obligations and Sections 1, 2.4, 4.6, 4.7, 5.3, 5.4, 5.5, 6, 7, 8, 9, 10, 12, 13, 14 and 15 shall survive the termination of this Agreement.

13.1. Except as otherwise expressly provided herein with respect to Company acting as the limited payment collection agent solely for the purpose of collecting payment from Users on your behalf, the relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between Company and you; and (b) no joint venture, partnership, or agency relationship exists between Company and you.

13.2. You have no authority to bind Company and you undertake not to hold yourself out as an employee, agent or authorized representative of Company. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of Company, you undertake and agree to indemnify, defend (at Company’s option) and hold Company harmless from and against any claims by any person or entity based on such implied agency or representative relationship.

14.1. Modification. In the event Company modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Company reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the App Services, or downloading, installing or using the App, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to the Consultation Fee and Payments Policy. Continued use of the App Services or App after any such changes shall constitute your consent to such changes.

14.2. Further assurance. Each party shall make all applications, execute all documents and do or procure all other acts and things necessary to implement and to carry out its obligations under, and the intention of, this Agreement.

14.3. Supplemental Terms . Supplemental terms may apply to your use of the App Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

14.4. Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

14.5. Assignment. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided that Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an Affiliate; or (b) to an acquirer of all or substantially all of Company’s business, equity or assets.

14.6. Entire Agreement. This Agreement, including all Supplemental Terms and Schedules hereto, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.

14.7. Notices. Any notice delivered by Company to you under this Agreement will be delivered by (i) email to the email address of the authorized representative associated with your account; or (ii) by posting on the portal available to you on the App Services. Any notice delivered by you to Company under this Agreement will be delivered by email to providers@wellrevolution.com. Additional Territory-specific notices may be required from time to time.

14.8. Waiver: No failure or forbearance by a party to exercise, or delay in exercising, (in whole or in part) any right, power or remedy under, or in connection with, this Agreement shall operate as a waiver of that right, power or remedy. A waiver of any breach of any provision of this Agreement shall not be effective unless that waiver is in writing and is signed by the party against whom that waiver is claimed. A waiver of any breach shall not be, or be deemed to be, a waiver of any other or subsequent breach.

15.1. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

15.2. Forum Selection. The parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the App Services shall be brought exclusively in the state or federal courts located in New York County, New York. Each party hereby irrevocably submits to the personal jurisdiction of such courts and waives any objection based on venue or forum non conveniens.

15.3. Other than disputes regarding the intellectual property rights of the parties, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the App Services shall be subject to dispute resolution pursuant to Section 15.4.

15.4. Dispute Resolution. The parties agree to act in good faith to resolve any dispute arising under this Agreement. If the parties are unable to resolve the dispute informally, the matter shall be submitted to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be held in New York County, New York. The parties shall continue to perform their respective obligations under this Agreement while the dispute is pending, unless prohibited by law or court order. This section does not apply to requests for injunctive or equitable relief.

Please report any violations of these Provider Terms to support@wellrevolution.com