Terms of Service

These Terms of Service (these “Terms”) form part of the Agreement described below between you and [Sprung Inc.] dba [Omnipractice] (“Company”, “we”, “us” or “our”) governing your use of the [xxx].com website and our related web pages (collectively, the “Site”) and [Omnipractice] communications (collectively, “Services”).  Your access to and use of the Services is conditioned upon your acceptance of and compliance with these Terms.  These Terms apply to all visitors, users and others who wish to access or use the Services.

Acceptance: By ticking a consent box when presented with these Terms, or using the Services, you agree to be bound by these Terms and all exhibits, order forms, and incorporated policies (the “Agreement”). Your use of the Services is conditioned upon your compliance with and acceptance of this Agreement. If you enter into this Agreement on behalf of a legal entity, you represent that you are a duly authorized representative with the authority to bind the entity to this Agreement.

Order Forms: If you order Services via a registration page or an order form (an “Order Form”), the Order Form may contain additional terms and conditions regarding the Services you order, but this Agreement applies, except as the Order Form may specify.

Updates: We may elect to change or supplement the terms of this Agreement from time to time at our sole discretion.  We will post the updated version and update the Last Updated date above, and we will use commercially reasonable efforts to notify you of any material changes to this Agreement.  If you do not agree with the changes, you should discontinue using the Services.  If you continue using the Services thirty (30) days after the Last Updated date, you will be deemed to have accepted the changes to the Terms of this Agreement.

Contact us: If you have any questions or issues concerning the Services or this Agreement, please contact us at [legal@omnipractice.co].

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1. Definitions.

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“Account” means a Patient User’s or Business User’s account with Company, including as used to access, enable and use the Services.

“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with that party. For purposes of this Agreement, “control” means an economic or voting interest of at least fifty percent (50%) or, in the absence of such economic or voting interest, the power to direct or cause the direction of the management and set the policies of such an entity.  

“Billing Cycle” means you will be billed retroactively on a recurring and periodic basis based on the recurring payment cycle. 

“Business User” means a mental health care practice, a therapist who is a member of such practice or an administrator of such practice accessing or using the Services. A mental health care practice is responsible for the access and use of the Services by its members and administrators. 

“Patient User” means any patient of a Business User.

“User”, “you” or “your” means any Business User or Patient User.

“Initial Term” means the Initial Term for a Subscription as specified in an Order Form.

“Law” means all laws applicable to Company’s provision and your use of the Services, whether international or national, state, provincial or local, including statutes, rules, regulations, orders and policies.

“Renewal Term” means, as specified in an Order Form, the renewal subscription term for a Subscription commencing after the Initial Term or another Renewal Term.  

“Subscription(s)” means some parts of the Services that are billed on a subscription basis.

“User Content” means the content, communications, messages, files, documents, or other materials that Users generate or provide in connection with the Services, together with any resulting transcripts, recordings, outputs, visual displays, or other content, except for User Data.  User Content also includes certain information, text, graphics, videos, or other material and any other content that our Services allows you to post, link, store, share and otherwise make.

“User Data” means information you provide to us so that Company can administer and provide access to the Services to you (e.g., company name, billing address, tax ID or registration number, contact name and information). 

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2. Services.

We will provide the Services as described herein and/or on the Order Form, and standard updates to the Services made generally available by Company. Company may, in its sole discretion, periodically discontinue the Services or modify the features of the Services without prior notice.

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3. Use and Responsibilities

1. System Requirements. Use of the Services requires a compatible device, Internet access (fees may apply) and certain software (fees may apply).  We may require you to periodically update or upgrade the Services.  Because using Services involves hardware, software, and significant Internet bandwidth, access and use of the Services are dependent on the performance of these systems.  Fast Internet access is recommended.  Meeting these requirements is your responsibility alone.                                                                                                                                               
2. Registration Information.  When you create a Business Account with us, you represent, warrant and covenant, if you are a therapist, that you are at least 18 years old. When you create a Patient Account with us, you represent, warrant and covenant that you are at least 12 years old.  When you create any Account with us, you represent, warrant covenant that the information you provide us is accurate, complete, and current at all times.  Inaccurate, incomplete, or obsolete information may result in the immediate termination of your Account on the Services.  You may be required to provide information about yourself to register for and/or use certain Services.  You agree that any such information will be accurate.  If you set up a username and password, you are entirely responsible for maintaining the confidentiality and security of your username and password, including but not limited to the restriction of access to your computer and/or Account.  You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account.
3. Your Content.  
   1. You are solely responsible for the User Content that you post on or through the Services, including its legality, reliability, and appropriateness.  You are solely responsible for your User Content and for compliance with all Laws pertaining to User Content, including, but not limited to, Laws requiring you to obtain the consent of a third party to use the User Content and to provide appropriate notices of third-party rights. 
   2. By posting User Content on or through the Services, You represent and warrant that: (i) the User Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your User Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.  We reserve the right to terminate the Account of anyone found to be infringing on a copyright.
   3. You retain any and all of your rights to any User Content you submit, post or display on or through the Services and you are responsible for protecting those rights.  We take no responsibility and assume no liability for User Content you or any third-party posts on or through the Services. However, by posting User Content using the Services you grant us the right and license to use, modify, perform, display, reproduce, and distribute such User Content on and through the Services.     .
   4. Under no circumstances will Company be liable in any way for any (a) User Content that is transmitted or viewed while using the Services, (b) errors or omissions in User Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to User Content. Although Company is not responsible for any User Content, Company, if and to the extent permitted by Law, may delete any User Content, at any time without notice to you, if Company learns that it violates any this Agreement or any Law.
   5. You are solely responsible for the accuracy of User Data.  Company has no liability whatsoever for errors and omissions in User Data.
4. Recordings. By default, we don’t record video or any messages. You are responsible for compliance with all Laws governing the monitoring or recording of conversations. Some features in the Services may allow you to choose to record, for example, meetings, webinars, or a live session upon customer requests in specific scenarios.  By using the Services, you authorize the Company to store recordings initiated by you in such scenarios.  You will receive a notification (visual or otherwise) when recording is enabled, or if you join a session where a recording is being made. If you do not consent to being recorded, you must leave the session.

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4. Security

Company maintains reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to User Content and User Data, in accordance with industry standards.  Company will notify you if it becomes aware of unauthorized access to your User Content or User Data.  We will not access, view or process User Content or User Data except (a) as provided for in this Agreement and in Company’s Privacy Policy; (b) as authorized or instructed by you, (c) as required to perform our obligations under this Agreement; or (d) as required by Law.  Company has no other obligations with respect to User Content or User Data. 

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5. Privacy

We collect and process personal information as described in the Company’s Privacy Policy.  If you are a Business User and your use of the Services requires Company to process your Patient Users’ personal data under a data processing agreement, Company will process such personal data subject to Company’s Business Associate Agreement.

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6. Charges and Cancellation

With respect to Business  Users:

1. Billing cycles are set on a monthly basis.
2. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Company cancels it. You may cancel your Subscription renewal either through your online Account management page or by contacting Company’s customer support team.
3. A valid payment method, including credit card, is required to process the payment for your Subscription.  You shall provide Company with accurate and complete billing information including full name, credit card number, expiration date, and CVC. By submitting such payment information, you automatically authorize the Company to charge all Subscription fees incurred through your Account to any such payment instruments.
4. Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
5. If we are unable to collect the fees owed to us through your online Account or other payment method, the Company may take any other steps it deems necessary to collect such fees from you. You will be responsible for all costs and expenses incurred by the Company in connection with such collection activity, including collection fees, court costs and attorneys’ fees. Company may collect interest at the rate of 1.5% per month (or the highest amount permitted by law, if less) on amounts not paid when due.
6. You agree that all payment obligations are non-cancelable, and all amounts paid are nonrefundable during the Initial Term or then-current Renewal Term, as applicable.
7. Fee Changes.  Company may change pricing for the Services periodically, in its sole discretion. Any price changes will be effective upon the commencement of your next Renewal Term; provided, that Company will provide you with reasonable notice of any fee increase before the expiration of the Initial Term or any Renewal Term.  Your continued use of the Services after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.  Discounts or promotional pricing amounts specified in your Order Form may be temporary and may expire upon the commencement of a Renewal Term, without additional notice. Company may discontinue or modify any promotion, sale or special offer at its sole and reasonable discretion.
8. [Credits.  Credits may be applied to Accounts for referring other customers to Company.  Credits have no cash value and cannot be exchanged.  Credits are not transferrable. Credits are given based upon the current base subscription cost at the time a referral is applied. Unused credits do not increase in value for any reason.]

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7. Taxes.

With respect to Business  Users:

1. Except where stated otherwise, all prices and fees advertised or shown by Company are exclusive of Taxes and regulatory fees, service, service fees, set up fees, subscription fees, or any other fee or charge associated with your Account.  Where applicable, taxes and regulatory fees will be charged on the invoices issued by the Company in accordance with local laws and regulations.  Company, in its sole discretion, will calculate the amount of Taxes due.
2. Tax exemptions. To claim exemption from any Tax, you must provide Company with all appropriate tax exemption certificates, and/or other documentation satisfactory to the applicable taxing authorities to substantiate such exemption status. Company may review and validate tax exemption documentation. If any tax exemption documentation is invalid, Company reserves the right to charge applicable taxes to you.

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8. Termination.

1. The Services contain information on how to terminate your Account. If you have purchased a Subscription for a specific period, any termination will be effective on the last day of the then-current period.  Your Order Form may provide that a Renewal Term will begin automatically, subject to notice requirements.
2. If you fail to comply with any provision of this Agreement, Company may terminate this Agreement immediately and retain any fees previously paid by you.
3. You may terminate this Agreement by providing written notice of termination for cause in the event Company has materially breached the Agreement and has not cured such material breach within thirty (30) days of your written notice of such breach.
4. Sections 1 and 3 through 16 survive any termination of this Agreement. Upon termination of this Agreement, you must cease any further use of the Services. Upon the deletion of your Account or termination of this Agreement, we will promptly remove any user-facing User Content [and, to the extent permitted by applicable Law]. We may also put the account on hold if requested at a 50% cost of the original subscription fee.

9. Data Retention.

It is the User’s responsibility to obtain the data from the Account of the User should that Account be canceled either by the User or for failure to pay for Services.  Company will notify a User if such User’s Account has been canceled for lack of payment.  To the extent permitted by Applicable Law, (i) a User has 90 days after the Account of such User has been canceled to download the data from that Account; (ii) after such 90-day grace period, all data associated with that Account may be deleted or put on hold in if requested at a 50% cost of the original subscription fee; and (iii) it is the responsibility of each User to maintain records in compliance with federal, state, and local laws.

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10. Intellectual Property.

As between us, Company retains ownership of all proprietary rights in the Services and its original content (excluding User Content), features and functionality, and in all copyright, trade names, trademarks, service marks, logos, and domain names associated or displayed with the Services.  

1. Company’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.  You may not frame or utilize framing techniques to enclose any Company marks, or our other proprietary information (including images, text, page layout, or form) without our clear written consent.
2. You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. Company may deny access to the Services to any User who is alleged to infringe another party’s copyright. If you believe that your copyright has been infringed, notify us at [legal@omnipractice.co].

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11. Links to other Websites.

Our Services may contain links to third party websites or services that are not owned or controlled by the Company.  Company has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party websites or services.  We do not warrant the offerings of any of these entities/individuals or their websites.  You acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such third party web sites or services.  We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

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12. NO WARRANTIES. 

‍You understand and agree that the Services are provided on a “AS IS” and “AS AVAILABLE” basis.  The Company, our affiliates, suppliers and licensors expressly disclaim all warranties of any kind, express or implied, including without limitation, any warranty of merchantability, fitness for a particular purpose, noninfringement or course of performance.  Company, its affiliates, suppliers and licensors do not warrant that a) the Services will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Services are free of viruses or other harmful components; or d) the results of using the Services will meet your requirements.  Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may then be to the maximum extent allowed under the Law.

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13. INDEMNIFICATION. 

You agree to indemnify, defend and hold harmless the Company, its affiliates, suppliers, licensors and their respective personnel from any and all claims, liability, damages, obligations, losses, costs or debt, and expenses (including, but not limited to, attorneys’ fees) resulting from or arising from a) your use and access of the Services by you or any person using your account and password; b) your violation of this Agreement; or c) the infringement or violation by you or any other user of your Account of any intellectual property or other right of any person or entity, or applicable Law.

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14. LIMITATION OF LIABILITY. 

IN NO EVENT SHALL COMPANY, ITS AFFILIATES, SUPPLIERS, LICENSORS AND THEIR RESPECTIVE PERSONNEL, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR USER CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

THE COMPANY’S MAXIMUM CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF (i) $100 and (ii) THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENTS GIVING RISE TO THE CLAIMS.

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15. DISPUTE RESOLUTION.

‍You agree to resolve disputes with the Company through binding arbitration, except as described in this section 15 (Arbitration Agreement”). The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action. You may opt-out of this Arbitration Agreement under Section 15(k).some text

1. Covered Disputes. You and Company agree that any dispute or claim between you and Company arising out of or relating to this Agreement or the Services (a “Dispute”) will be resolved by binding arbitration, rather than in court.  A Dispute includes any claim or dispute relating to the Services, access and use thereof, your Account, or any aspects of your relationship or transactions with Company, as well as disputes that arose or involve facts occurring before the effectiveness of this Agreement as well as claims that may arise after the termination of this Agreement.
2. Exceptions to Arbitration. This Arbitration Agreement does not require arbitration of the following types of claims brought by either you or Company:
   1. small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and 
   2. claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights and patents.
3. Informal Dispute Resolution First. Like you, we want to resolve Disputes without resorting to arbitration. If you have a Dispute with us, before initiating arbitration, you agree to mail an individualized request (“Pre-Arbitration Demand”) to [legal@omnipractice.co] so that we can work together to resolve the Dispute. This Section 15(c) is a condition precedent to commencing arbitration, and that the arbitrator will dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures.some text
   1. A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all.
   2. The Pre-Arbitration Demand must include: (i) your name, telephone number, mailing address, and email address associated with your account; (ii) the name, telephone number, mailing address and email address of your counsel, if any; (iii) a description of your Dispute; and (iv)your signature.
   3. Likewise, if Company has a Dispute with you, Company will send an email with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address associated with your Account.
   4. If the Dispute is not resolved within sixty (60) calendar days of when either you or Company submitted a Pre-Arbitration Demand, an arbitration can be brought.
   5. This Section 15(c) does not apply to claims brought under the exception to arbitration in Section 15(b).

4. Arbitration Procedure. If, after completing the informal process in Section 15(c), either you or Company wishes to initiate arbitration, the initiating party must serve the other party with a demand for arbitration. Any demand for arbitration by you will be sent to the Company address in Section 15(c). Company will send any arbitration demand to the email address associated with your Company account or to your counsel, if any. You and Company agree that the Federal Arbitration Act (“FAA”) governs this Arbitration Agreement. If the FAA cannot apply, then the state laws governing arbitration procedures where you reside apply.some text
   1. The arbitration will be administered by National Arbitration and Mediation (“NAM”) under its operative Comprehensive Dispute Resolution Rules and Procedures, available at https://www.namadr.com/resources/rules-fees-forms. This Agreement will govern to the extent it conflicts with the arbitration provider’s rules. If the applicable arbitration provider is not available to arbitrate, the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider has jurisdiction, a NAM arbitrator will be appointed to resolve that dispute.
   2. Arbitration hearings will take place through videoconferencing by default, unless you and Company agree upon another location in writing. A single arbitrator will be appointed. The arbitrator may award damages, declaratory or injunctive relief, and recoverable costs. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction.  An arbitration award will have no preclusive effect in another arbitration or court proceeding involving Company and a different individual. The arbitrator will have the exclusive authority to resolve all threshold arbitrability issues, including whether this Agreement is applicable, unconscionable, or enforceable, as well as any defense to arbitration. However, a court has exclusive authority to rule on the Class Action Waiver in Section 15(f), including any claim that the section is unenforceable, illegal, void or voidable, or that it has been breached.
   3. If a request to proceed in small claims court (see Section 17(b)(i)), is made after an arbitration has been initiated, but before an arbitrator has been appointed, such arbitration will be administratively closed. Any controversy over the small claims court’s jurisdiction will be determined by the small claims court. If you or Company challenges the small claims court election in your Dispute, and a court of competent jurisdiction determines that the small claims court election is unenforceable, then such election will be severed from this Arbitration Agreement as to your Dispute.  However, such court determination will have no preclusive effect in another arbitration or court proceeding involving Company and a different individual.
5. Jury Trial Waiver. You and Company hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury.  You and Company are instead electing that all Disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15(b) above. Court review of an arbitration award is subject to very limited review.  Discovery may be limited in arbitration, and procedures are more streamlined than in court.
6. Class Action Waiver. You and Company agree that, except as specified in Section 15(g) below, each of us may bring claims against the other only on an individual basis and not on a class, collective, representative, or mass action basis.some text
   1. The parties hereby waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis.  Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief to the party’s individual claim.
   2. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides, in a final non appealable decision, that the limitations of this Section 15(f) are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and will be pursued in the courts specified in Section 16(a).
7. Batch Proceedings. To increase the efficiency of administration and resolution of arbitrations, you and Company agree that if 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief), presented by or with the assistance or coordination of the same law firm(s) or organization(s), within a one hundred and eighty (180) day period (“Mass Filing”), the parties agree:
   1. to administer the Mass Filing in batches of 100 demands per batch (or less, if fewer than 100 remain) (“Batch Proceedings”) with only one batch filed, processed, and adjudicated at a time;
   2. to designate one arbitrator for each batch;
   3. to accept applicable fees, including any related fee reduction determined by NAM in its discretion;
   4. that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated;
   5. that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Company and the claimants, will only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and
   6. that the staged process of batched proceedings, with each set including 100 demands, will continue until each demand (including your demand) is adjudicated or otherwise resolved.
   7. Any statutes of limitation, including the requirement to file within one (1) year in Section 15(j) below, will remain tolled while any arbitration demands are held in abeyance. While the Batch Proceedings are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration will be due from either party to the arbitration provider. If, contrary to this provision, a party prematurely files an , the parties agree that the arbitration provider must hold those demands in abeyance.
   8. All parties agree that arbitration demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Any party may request that the arbitration provider appoint a sole standing administrative arbitrator (“Administrative Arbitrator”) to determine threshold questions such as (1) whether the Batch Proceeding process is applicable or enforceable, (2) whether particular demand(s) are part of a Mass Filing, and (3) whether demands within a Mass Filing were filed in accordance with this Agreement, including Section 15(c). To expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may provide and use any procedures necessary to resolve the dispute promptly. Company will pay the Administrative Arbitrator’s costs.
   9. The parties will work in good faith with the arbitrator to complete each Batch Proceeding within one hundred and twenty (120) calendar days of its initial pre-hearing conference. The parties agree that the Batch Proceeding process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings.
   10. This Batch Proceedings provision will in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures, or authorizing class arbitration of any kind. Unless Company otherwise consents in writing, Company does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in thisSection15(g).
8. Settlement.  At least ten (10) calendar days before the date set for the arbitration hearing, you or Company may serve a written offer of judgment upon the other party to allow judgment on specified terms.  If the offer is accepted, the offer with proof of acceptance will be submitted to the arbitration provider, who will enter judgment accordingly.  If the offer is not accepted before the arbitration hearing or within thirty (30) calendar days after it is made, whichever occurs first, it will be deemed withdrawn, and cannot serve as evidence in the arbitration.  If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party will not recover their post-offer costs and will pay the offering party’s costs from the time of the offer.

The parties agree that any disputes with respect to settlement offer(s)or offer(s)of judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such offers contain the same material terms.  For arbitrations involving represented parties, the represented parties’ attorneys agree to communicate individual offer(s)of judgment to each and every arbitration claimant or respondent to whom such offers are extended.

9. Arbitration Costs.  Except as provided for in a Mass Filing under Section 15(g), your responsibility to pay any filing, administrative, and arbitrator costs will be solely as set forth in the applicable arbitration provider’s rules.
10. One-Year Filing Deadline.  To the extent permitted by applicable Law, and notwithstanding any other statute of limitations, any claim or cause of action under this Agreement (with the exception of disputes under Section 15(b)(ii))must be filed within one (1)year after such claim or cause of action arose.  Otherwise, that claim or cause of action will be permanently barred.  The statute of limitations and any arbitration cost deadlines remain tolled during the required informal process under Section 15(c)above.
11. Opt-Out.  You may reject this Arbitration Agreement and opt out of arbitration by sending an email to [legal@omnipractice.co] within thirty (30)calendar days of creating your Account.  Your opt-out notice must be sent from the email address associated with your Account. Your notice to opt-out must include your first and last name, address, the email address associated with your Company account, and a clear statement that you decline this Arbitration Agreement.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may enter into in the future with us.
12. Severability.  Except as provided in Section 15(f)above, if any provision of this Arbitration Agreement is found to be illegal or unenforceable, then that provision will be severed.  The remaining provisions will still apply and will be interpreted to achieve the closest possible intent to the original intent of this section, inclusive of the severed provision.

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‍16.MISCELLANEOUS. 

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1. Governing Law.   This Agreement is governed by and construed under the laws of the State of California, U.S.A., as applied to agreements entered into and to be performed in California by California residents.  Subject to Section 15, the parties consent to the exclusive jurisdiction and venue of the state courts of Los Angeles County, California and the federal courts in the Central District of California. 
2. Waiver and Severability.  Failure by you or Company to exercise any rights under, or to enforce any provision of, this Agreement will not be deemed a waiver of such rights or ability to enforce such provision.  If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision.  The rest of this Agreement will remain in full force and effect.
3. Injunctive Relief.  You acknowledge that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to Company, its Affiliates, suppliers and licensors and under such circumstances Company, its Affiliates, suppliers and licensors will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
4. Communications.  By creating an Account on our Services, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send.  However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.
5. General Provisions.  This Agreement constitutes the entire understanding and agreement between you and Company relating to the subject matter of this Agreement and supersedes any and all prior understandings and agreements between you and Company respecting such subject matter, except that if you or your company have executed a separate written agreement (such as an Order Form)referencing a separate contract governing your use of the Services, then the separate contract will control to the extent that any provision of this Agreement conflicts with the terms of the separate contract.
6. Interpretation.  Any reference herein to the singular includes a reference to the plural and vice versa.  Headings are for guidance and have no effect on the meaning of the provisions.  Any obligation in this Agreement on a party not to do something includes an obligation not to agree or allow that thing to be done.  Any words following the terms “including,” “include,” “in particular,” “for example”, “such as” or any similar expression are illustrative, non-exhaustive and do not limit the sense of the words, description, definition, phrase or term preceding those terms.  A reference to writing or written includes e-mail.

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Contact Us

If you have any questions or comments about this Business Associate Agreement or the Service provided by Omnipractice, please contact us at: legal@omnipractice.ai

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