NOTICE OF ARBITRATION AND CLASS ACTION WAIVER

Last Updated: April 13, 2022

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND MIDI HEALTH, INC., A DELAWARE CORPORATION (“MIDI”, “WE”, or “US”) OR ANY OF THE MIDI PARTIES (AS DEFINED IN THE TERMS OF SERVICES) ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, PRIVACY POLICY, CONSENTS, OR THE SERVICES AND PRODUCTS REFERENCE THEREIN, INCLUDING, BUT NOT LIMITED TO THE SERVICE PROVIDERS, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW. WE EXPLAIN SOME EXCEPTIONS BELOW.

YOU AND WE EXPRESSLY AGREE THAT ANY LEGAL CLAIM, DISPUTE OR OTHER CONTROVERSY BETWEEN YOU AND US OR ANY OF THE MIDI  PARTIES ARISING OUT OF OR OTHERWISE RELATING IN ANY WAY TO  YOUR USE OF THE WEBSITE, ITS CONTENT,  MIDI’S SERVICES OR PRODUCTS, INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THESE TERMS AND CONDITIONS (COLLECTIVELY “DISPUTES”), SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE  ARBITRATOR, RATHER THAN IN A COURT, AS DESCRIBED HEREIN. YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN.

EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, CLASS OR REPRESENTATIVE PROCEEDING. 

Notwithstanding anything above Midi may bring an action to enforce its intellectual property or other proprietary rights or to protect the privacy rights of another individual. Midi also may seek and obtain injunctive and equitable relief in any court of competent jurisdiction without restriction or required process in this agreement.

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Pre-Arbitration Dispute Resolution

Before arbitration of a Dispute is commenced, written Notice of Dispute with a detailed description of the Dispute and the relief sought will be given to the Midi Parties. Any Notice of Dispute you send to us should be e-mailed to: operations@JoinMidi.com with the term “Dispute Notice” in its title. If we are unable to resolve a Dispute within 30 days after the applicable Notice of Dispute is received, either party may commence arbitration.

Arbitration Rules

The arbitration will be administered by the Judicial Arbitration and Mediation Services (“JAMS”) in accordance with its then current Comprehensive Arbitration Rules & Procedures (“Rules”) except as modified by this “Dispute Resolution” section. The Rules are available at https://www.jamsadr.com or by calling the JAMS at 1-415-982-5267.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS’ Rules. JAMS provides a general form for a Demand for Arbitration and a separate form for Demand for Arbitration for California residents. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the JAMS’ roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then JAMS will appoint the arbitrator in accordance with the JAMS Rules.

Arbitration Location and Procedure

Unless you agree with us otherwise, the arbitration will be conducted in the JAMS office nearest to where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing, or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. Subject to the JAMS Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision

The arbitrator will render an award within the time frame specified in the JAMS Rules. 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’s award of damages must be consistent with the terms of the Terms of Services and the “Limitation of Liability” as defined therein, as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. We will not seek, and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration.

Fees

Your responsibility to pay any JAMS filing, administrative and arbitrator fees will be solely as set forth in the JAMS Rules.

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