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Agile Telehealth

Terms of Use

Last Updated: July 11, 2025

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

IF YOU BELIEVE YOU ARE HAVING A MEDICAL EMERGENCY, IMMEDIATELY CALL YOUR LOCAL MEDICAL PROVIDER OR DIAL 9-1-1. TELEHEALTH IS CONTEMPLATED ONLY FOR SPECIFIC, NON-EMERGENCY MEDICAL CONDITIONS AND CONCERNS. Do not disregard or delay seeking medical advice based on anything that appears or does not appear on the Services.

We understand the importance of confidentiality and privacy regarding your information. Please refer to our Privacy Policy for information regarding how we collect, use, and disclose information about you. 

Section 3 below sets out the terms governing any subscription you purchase. IF YOU PURCHASE A SUBSCRIPTION TO THE SERVICE, YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED AT THE END OF THE DISCLOSED BILLING PERIOD AT OUR THEN-CURRENT FEE FOR SUCH SERVICE UNLESS YOU DECIDE TO CANCEL YOUR SUBSCRIPTION OR THE AGREEMENT IS TERMINATED. Additionally, in some locations you might have a “cooling off period.” For example, if you are a California resident and purchase a subscription and decide before midnight of the third business day following your purchase that you want to cancel your contract with us and receive a refund, you can mail a notice of cancellation to support@agiletelehealth.com.

Key Points

Welcome to Agile Telehealth! We hope you read these entire Terms for full detail, but here are some key points:

  • Agile Telehealth does not presently provide medical advice. 
  • Instead, we help employers give their employees on demand access to affordable wellness programs and licensed providers.  We also provide some non-medical services and information to our users.
  • To determine if you are eligible for the Services, we will ask you some initial qualifying questions, which were approved by the relevant Practices and/or Providers, about yourself and your health. 
  • If you meet certain criteria, you will make an appointment with the Practice and create an account on the Practice’s and/or Provider’s patient portal.  
  • Provision of medical services will happen on the portal and other services operated by the Practice and/Provider (or their service providers).  
  • Diagnosis or treatment may also require obtaining lab work or prescriptions through Labs and Pharmacies that are not operated by Agile Telehealth.

Your relationship with the Practice, Provider, Lab, and Pharmacy and your use of the portal or other sites provided by those entities will be governed by agreements with those entities – even though the Agile Telehealth logo may appear on the portal or other sites.

  1. Introduction

Agile Telehealth (“we”, “us”, “our”, and “Agile”) owns and operates agileteleheath.com (the “Site”). Your use of the Site, any part thereof, or anything associated therewith, including the services, features, content, and applications, together with the Site, are the Agile Telehealth Services (“Services”). Any products or services provided through the Site or any affiliated website, software, or application owned or operated by or in collaboration with Agile are governed by these Terms of Use (“Terms” or “Terms of Use”). 

  1. Agreement to Terms. 

These Terms constitute a legally binding agreement made between you (“you”),  and Agile. These Terms and the other terms and policies referred to herein govern your access to and use of the Site and Services. You understand and agree that these Terms of Use are entered into between you and Agile. By accessing or using any of the Services or clicking to accept and agree to these Terms, you agree to be bound by these Terms, our Privacy Policy, our Cookies Policy, the Notice of Privacy Practices, and any other supplemental terms for the Services that you access (collectively, the “Agreement”). 

You should print a copy of the Terms or save them to your computer for future reference. We reserve the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if that’s what we decide. We may revise the Agreement from time to time and supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference (collectively “Additional Terms”)and the most current version will always be posted on our website. We will alert you about any changes by updating the “Last Updated” date such Additional Terms, as the case may be, and, except to the extent prohibited by mandatory applicable law, you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms and the Additional Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and in any revised Additional Terms by your continued use of the Site or Services after the date such revised Terms of Use or revised Additional Terms, as the case may be, are posted. By continuing to access or use Agile after revisions become effective, you agree to be bound by the revised Agreement. If you don’t agree to the revised Agreement, please stop using Agile and cancel your subscription as set forth in Section 3(c) below.

All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Services in any manner, and each of your heirs, assigns, and successors. If you use the Services on behalf of an entity or another individual, you represent and warrant that you have the authority to bind that entity or individual, your acceptance of the Terms will be deemed an acceptance by that entity or individual, and “you” and ”your” herein shall refer to that entity, its directors, officers, employees, and agents.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE AND THE OTHER TERMS AND POLICIES REFERRED TO HEREIN, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY. ANY ADDITIONAL, DIFFERENT OR CONFLICTING TERMS AND CONDITIONS ON ANY DOCUMENT, NOTICE OR COMMUNICATION ISSUED BY YOU TO AGILE  AT ANY TIME ARE HEREBY OBJECTED TO AND REJECTED BY AGILE, SHALL BE WHOLLY INAPPLICABLE TO YOUR ACCESS TO AND USE OF THE SITE, AND SHALL NOT BE BINDING IN ANY WAY ON AGILE. 

Agile reserves the right at any time to modify, suspend, discontinue, or terminate, temporarily or permanently, the Services (or any part thereof). You agree that Agile shall not be liable to you for any modification, suspension, or discontinuance of the Services.

  1. Eligibility & Account Creation

You must have compatible computing and/or mobile devices, access to the internet, and certain necessary software to use the Site. Fees and data charges may apply to your use of the Site and the Internet. 

Only individuals who are United States residents and are at least 18 years of age and have the right, authority, and capacity to enter into these Terms are permitted to access the Services. Please contact us at support@agiletelehealth.com if you are a parent or legal guardian of an individual under the age of eighteen (18) who you believe has used the Services without your consent.

You must meet certain additional criteria to be eligible to use certain Services.  For more information.

You may be required to create an account to access certain parts of the Services (each, an “Account”). To register for an Account, you may be required to provide us with certain information, such as a name and password. By creating an Account, you represent and warrant that any information to create your Account is accurate, current, and complete information, and you further agree to update the information in your Account to keep it accurate, current, and complete. You are solely responsible for safeguarding your Account credentials.

You are solely responsible for all activity that occurs on your Account, and we may assume that any communications we receive under your Account have been made by you. You must notify Agile immediately of any breach of security or unauthorized use of your Account. Agile will not be liable and you may be liable for losses, damages, liability, expenses, and lawyers’ fees incurred by Agile or a third party arising from someone else using your Account due to your conduct regardless of whether you have notified us of such unauthorized use. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account.

If Agile has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services. We also reserve the right to disable or close any Account at any time and for any reason or for no reason.

  1. Prohibited Activities. You agree you will not use the Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by Agile. Without limitation, you agree not to:
    • Create multiple Accounts or misrepresent your identity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services;
    • Engage in any conduct that is fraudulent, inaccurate, infringing, libelous, defamatory, abusive, offensive, obscene, pornographic or otherwise violates any law or right of Agile, its users, or any third party, including privacy rights, copyrights, or other intellectual property rights;
    • Violate any federal, state, or local law, statute, ordinance, regulation, or ethical code;
    • Engage in any behavior that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
    • Provide Agile with any data containing any viruses, Trojan horses, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
    • Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services;
    • Scrape, access, monitor, index, frame, link, or copy any content on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler, or using any method of access other than manually accessing the publicly available portions of the Services through a browser or accessing the Services through any approved mobile application, application programming interface, or client application;
    • Decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services;
    • Probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures we may use to prevent or restrict access to the Services or use of the Services or the content therein;
    • Attack, or attempt to attack the Services via a denial-of-service attack or a distributed denial-of service attack;
    • Violate the restrictions in any robot exclusion headers of the Services, if any, or bypass or circumvent other measures employed to prevent or limit access to the Services;
    • Engage in any activity that could cause us to violate any applicable law, statute, ordinance, or regulation;
    • Resell or make any commercial use of our system or the content on the Services, including for the purposes of developing artificial intelligence or machine learning models, without our prior written consent;
    • Use the Services in a way that violates or facilitates violations of these Terms, any other agreement or guidelines that govern use of the Services or attempt to do any of the foregoing directly or indirectly; Transfer any rights granted to you under these Terms;
    • Access the Services or content to build a similar or competitive website, product, or service; or attempt to indirectly undertake any of the foregoing.

Agile has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Agile may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.

2. Your Relationship with Agile

THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY. THE SERVICES DO NOT PROVIDE MEDICAL OR HEALTHCARE ADVICE.

  1. Our Role

Agile does not provide any medical services itself.  Depending on your personal situation, state of residence, and evolution of our Services, Agile may provide: (i) access to general information on health and wellness topics; (ii) access to independent medical groups who provide health care services through the Services (“Providers“) who are contracted by certain independent, clinical professional practice groups including but not limited to OpenLoop Healthcare Partners California, PC, OpenLoop Healthcare Partners, PC, INC, OpenLoop Healthcare Partners New Jersey Professional Corporation, OpenLoop Healthcare Partners, Wisconsin, S.C., and OpenLoop Healthcare Partners Colorado, PC, (collectively, the “Practices“); (iii) access to laboratory services performed by third party clinical laboratories (“Labs“); (iv) access to prescription fulfillment services offered by third party pharmacies (“Pharmacies”); (v) assistance with obtaining insurance coverage from your existing health care plan for the relevant Services; and (vi) access to content from or interactions with in-house or third-party providers, which may include health coaches, dietitians or counselors, depending on the program.

We do not control or interfere with the practice of medicine by the Providers and Practices, each of whom is solely responsible for directing the medical care and treatment they provide. Any information or advice received from a Practice comes from the Practice or Provider alone, and not from Agile. You acknowledge and agree that Agile is not a healthcare provider and that by using the Services, you are not entering into a doctor-patient or other health care provider-patient relationship with us. By using the Services, you may be entering into a doctor-patient or other health care provider-patient relationship with a Provider and/or one or more Practices.  Agile is not liable for any professional advice obtained from a Practice or Provider via the Services or for any other information obtained on the Services.

The content of the Services, including, without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals (collectively, the “Agile Content”), is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind. You should always seek the advice of a qualified health care professional if you have any questions or concerns you may have regarding your individual needs and any medical conditions. All information provided by Agile or in connection with any communications supported by Agile, including, but not limited to, Agile Content and the communications with Agile staff, is intended to be for general informational purposes only, and is in no way intended to create a physician-patient relationship as defined by state and federal law. The Services are not a substitute for professional medical diagnosis or treatment. Reliance on any information appearing on the Services is solely at your own risk. 

Although Agile may provide assistance with obtaining insurance coverage from your existing health care plan, Agile does not offer or sell insurance itself and is not a health plan and is not subject to ERISA.

Certain Services may not be available in all states.

  1. How the Services Work

We will ask you some initial qualifying questions about yourself and your health. These questions were approved by the relevant Practices.  If the answers to those questions meet certain criteria specified by a Practice, the Practice will invite the user to schedule an initial appointment and establish an account on the Practice’s and/or Provider’s own patient portal (the “Patient Portal”), which is not operated by Agile or Agile’s’ service providers.  The Patient Portal may have the Agile logo, but it is operated by the Practice, Provider, or its service providers, not us.

You will answer a more detailed questionnaire designed by the Practice, which will request additional medical information and other personal information.  Payment, diagnosis, and any provision of telehealth will happen through the Patient Portal and other services operated by the Practice and/Provider or their service providers (collectively with the Patient Portal, the “Healthcare Provider Sites”), not through Agile’s site.  

Diagnosis or treatment may also require obtaining lab work or prescriptions through Labs and Pharmacies that are not operated by or for Agile (collectively, “Third Party Suppliers”).

Your relationship with the Practice, Provider, and Third Party Suppliers, and your use of the Patient Portal other Healthcare Provider Sites, will be governed by the relevant third-party entity’s Additional Terms (as defined below) and are subject to the privacy policies and practices of the relevant third-party entity and its service providers, even though the Agile logo may appear on the Healthcare Provider Sites.

Prescription Products. 

Certain products available through the Site require a valid prescription by a Provider. You will not be able to obtain a prescription product unless you have completed a consultation with one of the Providers, the Provider has determined the prescription product is appropriate for you and the Provider has written a prescription.

If a Provider determines a prescription product is appropriate for you and writes a prescription, you will receive information about your options for filling the prescription. Certain prescriptions can be filled through one of the Pharmacies by using the Site or you may fill the prescription at any pharmacy of your choice as prompted during your use of the Service or by emailing your request to support@agiletelehealth.com. Prescriptions may also be transferred among the Pharmacies without notice. 

If you complete a consultation with a Provider and fill a prescription through one of the Pharmacies, the prescription product is shipped to you by the applicable Pharmacy and the costs associated with the prescription are included in the total charged to you by the Service as described in the “Subscription Products” section above. If you fill a prescription with a pharmacy other than the Pharmacies, the Service will send the prescription to your selected pharmacy, but you will be responsible for picking up or otherwise obtaining the prescription product and paying the pharmacy directly for the cost of the prescription product.

Pharmacy Services.

By accepting these Terms of Use, you additionally understand and agree that Agile is not acting as a pharmacy, nor does Agile control or interfere with any such services. By accepting these Terms of Use, you understand and agree that you may be entering into a relationship with a pharmacy, pharmacist, and/or pharmacy group or other such relationship with any one or more such third-party entities.

Partner Pharmacies:

  • RedRock Pharmacy
    • https://www.redrockhomepharmacy.com/
    • 1240 E 100 S #220, St. George, UT 84790
    • 801-433-9500
  • Health Warehouse
    • https://www.healthwarehouse.com
    • 7107 Industrial Rd. Florence, KY 41042
    • 800-748-7001
  • Precision Compounding Pharmacy
    • https://mypcphealth.com/
    • 2657 Merrick Road Bellmore, NY 11710    
    • 516-833-6262
  • Triad Rx
    • https://www.triadrx.us
    • 26258 Pollard Road, Daphne, AL 36526
    • 251-380-7630

3. Fees

  1. Subscription Fees.

Certain products and Services available for purchase through the Service require that you purchase the product and/or service on an automatically renewing subscription basis. You will be charged a Subscription fee at the rate presented to you at the time of registration, plus any applicable taxes and other charges (the “Subscription Fee”) at the beginning of your Subscription and automatically at the beginning of each subsequent Subscription period commencing thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE AGILE TO AUTOMATICALLY INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. 

Your Subscription will automatically continue at the interval indicated at registration, and we (or our third-party payment processor) will automatically charge at the beginning of each new Subscription period commencing after the initial Subscription period for your Subscription, using the payment information you have provided, unless prior to the end of the current Subscription period, (a) you cancel your Subscription (as described below); (b) we decline to renew your Subscription; or (c) these Terms are otherwise properly terminated as expressly permitted herein. We may receive updated credit card information (new credit card number or updated expiration date) from your credit card issuer. We may use these new details in order to help prevent any interruption to the Services. If you would like to use a different payment method or if there is a change in payment method, please contact us at support@agiletelehealth.com. 

Subscriptions may include additional terms and conditions as may be described at the time of purchase or in other communications we send to you. The Subscription Fee is non-refundable except as expressly set forth in these Terms or in accordance with applicable law. If any Subscription Fee is not paid in a timely manner, or your transaction cannot be processed, we reserve the right to suspend, disable, cancel or terminate your access to the Services or cancel your Subscription. You will be responsible for paying all past due amounts.

  1. Refunds.

All sales are final. Agile may consider refund requests on a case-by-case basis, and decisions on whether to grant a refund request are in the sole discretion of Agile. If we issue a refund, credit, or discount, we are under no obligation to issue the same or similar refund in the future. EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE AT ANY TIME UNLESS REQUIRED BY LAW.

For some members, lab work is required prior to their initial consultation. Members can get the lab work from their primary care physician or our third-party vendor. If labs are not provided or the member is unable to get their labs completed with third party vendor, the member is not eligible for a refund. If the member fails to schedule and join their initial consultation within three months of agreeing to our terms and conditions their opportunity for a refund will be terminated. Agile does not accept government insurance or work with government insurance companies at this time. Members must be between the ages of 18-69 to join Agile. Members are required to complete a series of questions when requesting refills. Agile reserves the right to change policies surrounding multi-month prescriptions at any time.

  1. Cancellation.‍

You may cancel your Subscription up to seventy-two (72) hours before your next Subscription period begins, but please note that such cancellation will be effective at the end of the then-current Subscription period and you cancel only future charges associated with your Subscription. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION UNLESS REQUIRED BY LAW. To cancel, you can send an email to support@agiletelehealth.com. If a cancellation request is received at least twenty-four (24) hours before your next scheduled appointment with Practices or Providers, no late cancellation fees will be assessed. If a cancellation request is received within twenty-four (24) hours of your next appointment with Practices or Providers and the appointment has not already been canceled by you or by the Provider, a late cancellation fee may be assessed up to the full monthly subscription amount. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then-current Subscription period (unless we provide you with a refund or otherwise allow you to use the unused portion towards another service or subscription) and will then terminate without further charges.

California Users:  Rescinding Your Agreement.  If you are a resident of California, provided that no more than three (3) business days have elapsed since you signed up for your subscription, you may also rescind your agreement with us and seek a refund. Specifically, if you are a California resident, you may cancel your agreement without penalty or obligation, at any time prior to midnight of the third business day following the date of this contract, excluding Sundays and holidays. To cancel this agreement and receive a refund, email notice which states that you, the buyer, are canceling this agreement, or words of similar effect. This notice must be sent to support@agiletelehealth.com. Note, if you cancel your agreement pursuant to the instructions in this section, we may terminate your access to the Service upon receipt of your cancellation notice.

  1. Other Fees.‍

If you miss a scheduled appointment with a provider or cancel a scheduled appointment with a provider with less than twenty-four (24) hours’ notice, you may be charged a no-show fee or late cancellation. This charge is separate from and in addition to your Subscription Fee. Fees for missed appointments and late cancellations will be charged to your payment card on file automatically. Refunds may be offered on a case-by-case basis. 5. How to RescheduleMembers may reschedule appointments by logging into the Provider Portal and selecting a new appointment time. Additionally, members may email support@agiletelehealth.com to request a new appointment. If you reschedule an appointment with less than twenty-four (24) hours notice, a late cancellation fee may be assessed as described in the “Other Fees” section above.

  1. Termination by Agile.

We may terminate your Subscription at our sole discretion and without any notice. If we cancel your Subscription, we may give you a prorated refund based on the amount of time remaining that you cannot use, provided, however, that we will not be obligated to grant you a refund if we terminate your Account or your Subscription because we determine, in our sole discretion, that your actions or your use of the Services violates these Terms or any applicable law or has harmed another user.

  1. Changes to Subscription Terms

‍We may change the Subscription terms or Subscription Fees at any time on a going forward basis at our discretion. If the pricing for your Subscription increases, we will notify you, and provide you an opportunity to change your Subscription before applying those changes to your Account or charging you in connection with an automatic renewal. We may choose in our sole discretion to add, modify, or remove benefits and features from a Subscription. Your continued use of the Services after the changes become effective will constitute your acceptance of the changes. If you do not wish to continue subscribing with the new fees or features, you may cancel your Subscription. If you accept the new Subscription, its terms and conditions will apply for that renewal and all renewals going forward.

  1. Discounts and Promotions

‍From time to time, we may offer some users trial, discounted, or other promotional Subscription Fees. Such trial or promotional memberships are subject to these Terms except as otherwise stated in the promotional offer, including which users are eligible for the promotional memberships. Only one trial or promotional membership is available per household and may not be combined with any other promotion, except as otherwise stated in the promotional offer. If your Subscription is ever canceled or terminated for any reason, and you purchase an additional Subscription, you may not be eligible to take advantage of another promotional rate offer. If your Subscription includes a discount or promotional rate, you will be charged the promotional rate for the relevant number of Subscription periods, and upon completion of the promotional period, your Subscription will continue to automatically renew at the then-current Subscription Fee. To cancel and avoid being charged the full rate, you must notify us before the discount or promotional period ends. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering.

4. Electronic Communications

By accepting the Terms of Use, you agree and consent to Agile sending you disclosures, notices, messages, reports, and other communications electronically. It is your responsibility to monitor these communications. You agree that any notices, agreements, disclosures, or other communications that Agile sends to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. You acknowledge and agree that you will not hold Agile or any Agile affiliate liable for any loss, injury, or claim of any kind resulting from your failure to read these communications or for your failure to comply with any treatment recommendations contained in these communications. You may opt out of receiving these communications at any time by following the unsubscribe link provided in each email or by contacting us directly at support@agiletelehealth.com. Your decision to opt-out of marketing emails will not affect your ability to receive important service-related communications from us.

You agree that we may contact you to obtain consent for a testimonial regarding services provided by Agile, Practices, Providers, or Third Party Suppliers. In the event you choose to provide us with a testimonial, you consent to us using your provided testimonial, photo, first name, last initial, and similar information in marketing materials.

5. Access Rights and Prohibited Use 

The Site is hosted in the United States. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is intended for users who are at least 18 years old or are able to independently consent to the requested Healthcare Services in their jurisdiction. Persons under the age of 18 or who are otherwise not able to independently consent to the requested Healthcare Services in their jurisdiction are not permitted to use or register for the Site.

6. Your Protected Health Information Or “PHI”

You understand and agree that the Site is intended to facilitate the Healthcare Services by assisting with or providing (a) the development and gathering of healthcare records and information and retention of the same for use in professional encounters and communications with Providers; (b) administrative support in connection with scheduling and payment for Healthcare Services; (c) administrative support in connection with coordinating fulfillment and payment for prescription medications ordered or prescribed by Providers performing Healthcare Services; and (d) telecommunications and technology support for using the Site as a means of direct access to Providers for communication, consultations, assessments, and treatment by such Providers. 

Providers are a “Covered Entity” under HIPAA and subject to requirements under HIPAA with respect to how they may use and disclose “protected health information” (“PHI”), as defined under HIPAA, that you provide. As a courtesy, we have provided a copy of the Provider’s Notice of Privacy Practices that describes how the Provider uses and discloses PHI. 

7. Proprietary Rights & License to the Services. 

Subject to your compliance with these Terms and any other provisions governing your use of the Services, we grant you a non-transferable, non-exclusive, revocable, limited license to access and use the Services for your personal, non-commercial use only. Your use of the Services is at your own risk.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Agile content or the Services, except as follows: (i) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials and you may store files that are automatically cached by your web browser for display enhancement purposes; (ii) you may print or download a reasonable number of pages of the Services for your own personal and non-commercial use and not for further reproduction, publication or distribution; (iii) if we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our applicable end user license agreement for such applications.

All right, title, and interest in and to the Services are and will remain the exclusive property of Agile and its licensors. All materials therein, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and all intellectual property rights related thereto, are the exclusive property of Agile and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by Agile and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Agile and such others.

Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license to the Services and use of the Services for any purpose not expressly permitted by these Terms is strictly prohibited.  Agile reserves all rights not expressly granted by these Terms.

8. Copyright Policy; Notice and Procedure for Making Claims of Copyright Infringement 

As described above, you may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:

  1. identification of the copyrighted work that you claim has been infringed;
  2. identification of the material that you claim is infringing and information reasonably sufficient to enable Agile to find the material on the Site, such as a URL;
  3. your address, telephone number and email address;
  4. a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  5. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
  6. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.

Notice of claims of copyright infringement should be provided to Agile’s Copyright Agent (the Copyright Agent shall also be responsive for any claims of copyright infringement regarding the Digital Millennium Copyright Act) at privacy@agiletelehealth.com.

Agile will terminate the accounts of repeat infringers.

9. Modifications to Site or Service. 

Agile reserves the right at any time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. You agree that Agile shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site. To protect the integrity of the Site, Agile reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Site.

10. Disclaimers

  1. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, AGILE PROVIDES THE SITE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SITE (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. AGILE  DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, SECURE OR THAT ANY DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED.
  2. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR DEVICE, COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL. IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR OBTAIN ANY MATERIAL THROUGH THE SITE.
  3. From time to time, Agile may make third party opinions, advice, statements, offers, or other third party information or content available through the Site. All third party content is the responsibility of the respective authors thereof and should not necessarily be relied upon. Such third party authors are solely responsible for such content. Agile DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD PARTY CONTENT PROVIDED THROUGH THE SITE, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS IN THE SITE. UNDER NO CIRCUMSTANCES WILL AGILE OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED IN THE SITE, OR TRANSMITTED TO OR BY ANY USERS.
  4. Certain aspects of the Services may be performed, generated, or supported using artificial intelligence systems (AI), including tools for data analysis, content generation, image production, or customer interaction. Agile remains responsible for the overall provision of the Services. AI-GENERATED CONTENT OR OUTPUTS MAY BE SUBJECT TO ERROR, BIAS, OR LIMITATIONS AND ARE PROVIDED ‘AS IS’ WITHOUT WARRANTIES. AGILE DOES NOT GUARANTEE THE ACCURACY OR RELIABILITY OF OUTPUTS GENERATED BY AI SYSTEMS AND DISCLAIMS ANY LIABILITY FOR ACTIONS TAKEN IN RELIANCE ON SUCH OUTPUTS. 

11. Links to Other Websites or Resources. 

The Site may contain, and the Site or third parties may provide, advertisements and promotions offered by third parties and links to other websites or resources. You acknowledge and agree that Agile is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or services, or other materials on or available from such websites or resources. Your correspondence or business dealings with, or participation in promotions of, third parties found in or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You further acknowledge and agree that Agile 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 upon, any such content, information, statements, advertising, goods or services or other materials available on or through any such website or resource.

12. Limitation of Liability 

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL AGILE, ITS AFFILIATES, PROVIDERS, BUSINESS CLIENTS, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF GOODWILL, DAMAGES FOR LOSS, CORRUPTION OR BREACHES OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF AGILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AGILE’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO AGILE FOR THE SITE AND SERVICES WHILE YOU HAVE AN ACCOUNT. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE OR THE TERMS OF THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

13. Governing Law 

This Agreement, and any dispute between you and Agile, shall be governed by the laws of the state of Iowa without regard to principles of conflicts of law. Any action shall take place in Polk County District Court, Des Moines, Iowa and you consent to said jurisdiction.

14. Geographic Restrictions

Agile is based in the United States and we provide the Services for use only by persons located in the United States. We make no claims or representations that the Services or any of their content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

15. California Residents

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

16. Indemnity 

You agree to indemnify and hold Agile, its subsidiaries, and affiliates, subcontractors and other clients, including the Providers, and their respective officers, directors, agents, clients, employees and volunteers, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorney’s fees, made by any third party due to or arising out of your breach of or failure to comply with this Agreement (including any breach of your representations and warranties contained herein), any postings or Content that you post in, through or in connection with the Site, and the violation of any law or regulation by you. Agile reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Agile in connection therewith.

17. Notice 

Agile may provide you with notices, including those regarding changes to this Agreement, using any reasonable means now known or hereafter developed, including by email, regular mail, SMS, MMS, text message or postings in the Site. Such notices may not be received if you violate this Agreement by accessing the Site in an unauthorized manner. You agree that you are deemed to have received any and all notices that would have been delivered had you accessed the Site in an authorized manner.services. Messages may be sent using an automatic telephone dialing system to the mobile telephone number you provide.

18. Text Messaging Terms of Service

  1. SMS Communications

By providing your mobile number and opting in, you consent to receive recurring automated or non-automated marketing and informational SMS and MMS messages from Agile. These messages may include, but are not limited to, health tips, advice, promotional offers, and other information related to our  not a condition of any purchase. Message and data rates may apply, and these charges are the responsibility of the recipient and will be billed by your mobile service provider.

  1. Frequency of Messages  

The frequency of SMS messages will vary based on your interaction with our services. Agile reserves the right to alter the frequency of messages sent at any time, so as to increase or decrease the total number of sent messages. Agile also reserves the right to change the short code or phone number from which messages are sent. Not all mobile devices or handsets may be supported, and our messages may not be deliverable in all areas. Agile cannot guarantee the delivery of SMS messages as it depends on the effective transmission from your mobile service provider. We are not responsible for any delays or failures in the receipt of any SMS messages connected with this program.

  1. Opting Out and Support 

You may opt out of receiving SMS messages at any time by replying “STOP” to any message you receive from us. After texting STOP, you may receive one additional message confirming that your request has been processed. If you unsubscribe from one of our text message programs, you may continue to receive text messages from Agile through any other programs you have joined until you separately unsubscribe from those programs. Please note that opting out may affect your ability to receive important clinical notifications. If you are experiencing issues with the messaging program, reply with the keyword “HELP” for more assistance or contact us at support@agiletelehealth.com.

  1. Privacy and Security  

We take your privacy seriously. Your mobile number and any other personal information you provide will be kept confidential and will not be shared with third parties without your consent, except as required by law. For more details, please review our Privacy Policy.

  1. Eligibility  

By opting in, you represent that you are the owner or authorized user of the mobile device you provided, and that you are at least 18 years of age.

  1. Modification of Terms 

Agile reserves the right to modify these SMS Terms of Service at any time. Changes will be effective immediately upon posting. Your continued use of the SMS service constitutes your acceptance of any changes.

  1. Important Disclosures:
    • Carriers are not liable for delayed or undelivered messages.
    • Message and data rates may apply for any messages sent to you from us and to us from you.
    • If you have questions about your text or data plan, please contact your wireless provider.
    • Not all mobile devices or handsets may be supported and our messages may not be deliverable in all areas.
  2. Additional Notes: Providers or Practice Groups may send you text messages through automated or non-automated means, including marketing text messages that are exempt from consent requirements due to their medical nature. Agile is not responsible for any messages they send.Text the keyword “STOP” to the number you are receiving text messages from to cancel. After texting “STOP,” you may receive one additional message confirming that your request has been processed. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that do not include the “STOP” keyword command and agree that Agile and its service providers will have no liability for failing to honor such requests.
  3. If you unsubscribe from one of our text message programs, you may continue to receive text messages from Agile through any other programs you have joined until you separately unsubscribe from those programs. 
  4. Contact Us 

For more information or assistance with our SMS services, please contact us at:  

Email: support@agiletelehealth.com

By opting in to receive SMS messages from Agile, you acknowledge that you have read and understood these terms and agree to comply with them.

19. Duration and Termination of Terms

  1. Duration. The agreement between you and Agile reflected by these Terms is effective when you access the Services (for example to create an Account) and remains in effect until either you or we terminate the agreement in accordance with these Terms.
  2. Termination by Users. Users may terminate their Account by written notice via e-mail to support@agiletelehealth.com
  3. Termination by Agile. At any time, with or without notice, for any or no reason, Agile reserves the right to modify or discontinue any portion or all of the Services, and to restrict, suspend, and terminate your Account. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES.
  4. Survival. All provisions which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by Agile or you. Termination will not limit any of Agile’s other rights or remedies at law or in equity.

20. Arbitration and Class Action Waiver

PLEASE READ THIS “ARBITRATION AND CLASS ACTION WAIVER” SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT.

  1. Informal Dispute Resolution Procedure

If a dispute arises between you and Agile, we are committed to working with you to reach a reasonable resolution. For any such dispute, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. This requires first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account, if any, to the following email address: support@agiletelehealth.com. For any dispute that Agile initiates, we will send our written description of the dispute to the email address associated with your Account. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. If the dispute is not resolved within sixty (60) days after receipt of the written description of the dispute, you and Agile agree to the further dispute resolution provisions below.

The above process for an informal dispute resolution process is required before you may commence any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

  1. Mutual Arbitration Agreement

‍You and Agile agree that all claims, disputes, or disagreements that may arise out of your access or use of the Services including without limitation (i) the content available within the Services; (ii) these Terms (including its formation, performance, and breach); or (iii) that in any way relate to the provision or use of the Services, your relationship with Agile, or any other dispute with Agile, shall be resolved exclusively through binding arbitration in accordance with this Section 20 (collectively, the “Arbitration Agreement”). This includes claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth in Section 20. This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) in all respects and evidences a transaction involving interstate commerce. You and Agile expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Arbitration Agreement. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply.

Except as set forth in this Section 20, the arbitrator or arbitration body, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms and this Arbitration Agreement, including, but not limited to any claim that all or any part thereof are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity.

Notwithstanding the parties’ decision to resolve all disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initial chose; (ii) bring an action in state or federal court to protect its intellectual property rights (patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights); and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.

You and Agile agree to submit to the personal jurisdiction of any federal or state court in Des Moines, Iowa in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available.

Except as set forth in Section 20(c) below, if any provision of this Arbitration Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.

THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND Agile ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  1. Class Arbitration and Collective Relief Waiver

‍YOU AND AGILE ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN THIS SECTION 20(c), ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER CONSOLIDATED ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS AGILE PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

If there is a final judicial determination that this Section 20(c) is not enforceable as to a particular claim or request for relief, then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or Agile from participating in a class-wide settlement of claims.

  1. Arbitration Rules

‍The arbitration will be administered by National Arbitration and Mediation (“NAM”) and resolved before a single arbitrator. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider, but in no event shall any arbitration be administered by the American Arbitration Association. Except as modified by this “Arbitration Agreement” provision, NAM will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com.

  1. Initiating Arbitration

‍Only after the parties have engaged in a good-faith effort to resolve the dispute in accordance with the Informal Dispute Resolution Procedure provision, and only if those efforts fail, then either party may initiate binding arbitration as the sole means to resolve claims using the procedures set forth in the applicable NAM rules. If you are initiating arbitration, a copy of the demand shall also be emailed to support@agiletelehealth.com. If Agile is initiating arbitration, it will serve a copy of the demand to the email address associated with your Account or the email that Agile has on file for you. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement.

  1. Arbitration Location and Procedure

‍If you are a resident of the United States the arbitration will be conducted in the county where you reside, and if you are not a resident of the United States the arbitration shall be conducted in Des Moines, Iowa, United States of America, unless you and Agile otherwise agree or unless the designated arbitrator determines that such venue would be unreasonably burdensome to any party, in which case the arbitrator shall have the discretion to select another venue. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Agile submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.

Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Agile (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

  1. Batch Arbitration

‍To increase the efficiency of administration and resolution of arbitrations, in the event 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) are submitted to NAM against Agile (“Mass Filing”), the parties agree (i) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by NAM in its discretion; (iv) 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; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Agile and the claimants, shall 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 (vi) that the staged process of batched proceedings, with each set including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with Agile and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This “Batch Arbitration” provision shall 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 Agile otherwise consents in writing, Agile 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 this subpart (g). If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled.

The parties agree that this batching provision is integral to the Arbitration Agreement insofar as it applies to a Mass Filing. If the batching provision in this subpart (g) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Agile shall be entitled to arbitrate any claim that is a part of the Mass Filing.

  1. Mediation Following First Batch in a Mass Filing.‍

The results of the first batch of demands will be given to a NAM mediator selected from an initially proposed group of 5 mediators, with Agile and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators and the highest collectively ranked mediator being selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. After the results are provided to the mediator, Agile, the mediator and the remaining claimants will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding demands. If they are unable to resolve the outstanding demands during the Mediation Period, and cannot agree on a methodology for resolving them through further arbitrations, either Agile or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in court. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither Agile nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Opt out of arbitration under this section shall not be construed as opt out of Section 20(c), “Class Action Waiver.” Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.

  1. Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the terms of the “Limitation of Liability” section of these Terms as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

  1. Fees

‍If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay any filing and hearing fees in excess of the first $250 you pay that the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive regardless of the outcome of the arbitration, unless the arbitrator determines that your claim(s) were frivolous or asserted in bad faith, in which case a requirement to pay all arbitration fees (including attorneys’ fees) may be imposed upon you consistent with the Arbitrator’s Rules and the standard for sanctions set forth in Federal Rule of Civil Procedure 11.

You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

  1. Right to Opt Out of the Arbitration Agreement

‍IF YOU DO NOT WISH TO BE BOUND BY THE “ARBITRATION AGREEMENT” AS SET FORTH IN THIS SECTION 15, THEN: (1) you must notify Agile in writing within thirty (30) days of the date that you first accessed or otherwise become subject to this Arbitration Agreement (or any subsequent changes to the provisions of the section titled “Arbitration and Class Action Waiver”); (2) your written notification must be mailed to Agile Telehealth, 317 6th Ave, #400, Des Moines, IA 50309 ATTN: Legal or emailed to support@agiletelehealth.com; and (3) your written notification must include (a) your name, (b) your address, and (c) a clear statement that you wish to opt out of this Arbitration Agreement. If you do not timely opt out of this Arbitration Agreement, such action shall constitute mutual acceptance of the terms of these “Arbitration and Class Action Waiver” provisions by you and Agile.

  1. Changes to this Arbitration Agreement

The Update Effective Time for changes to this Arbitration Agreement is 11:00 a.m. Eastern time on the 31st day after Agile posts them (or a later date that we specify in the update, if any). Any such changes will apply to all claims not yet filed as of the Update Effective Time for this Arbitration Agreement. If you reject any such changes by opting out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you do not agree to a change we make to this Arbitration Agreement, you may opt out by providing notice as described in Section 20(k), or you may terminate the Terms as described in this Agreement.

21. Entire Agreement 

These Terms of Use, together with any Additional Terms, contains the entire agreement between you and Agile regarding the use of the Site. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The failure of Agile to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. You agree that your online account is non-transferable and all of your rights to your profile or contents within your account terminate upon your death. No agency, partnership, joint venture or employment is created as a result of this Agreement and you may not make any representations or bind Agile in any manner.

22. Assignment

You may not assign any of your rights under this Agreement, and any such attempt will be null and void. Agile may, in its sole discretion, assign or transfer, without further consent or notification, this Agreement or any or all of the contractual rights and obligations pursuant to this Agreement, in whole or in part, to any affiliate of Agile, or to a third-party in the event that some or all of the business of Agile is transferred to such other third-party by way of merger, sale of its assets, or otherwise.

Contact Us
Please contact us at support@agiletelehealth.com for any questions about these Terms.