Welcome, and thank you for your interest in Virta Health Corp. (“Virta”, “we”, “our,” or “us”) and our website at http://www.virtahealth.com/ (the “Site”), our mobile application (the “App”), and any and all related websites, networks, embeddable widgets, downloadable software, mobile applications (including tablet applications), and other services, information, materials, devices and products we provide to you (collectively, our “Service”).
You acknowledge and agree that, as provided in greater detail in these Terms:
OUR SERVICE IS NOT INTENDED FOR EMERGENCY SITUATIONS. IN THE EVENT OF A MEDICAL EMERGENCY, PLEASE CALL 911 OR APPROPRIATE EMERGENCY RESPONDERS.
- Virta may make unilateral modifications to these Terms.
- The App is licensed, not sold to you, and you may use the Service only as set forth in these Terms.
- Your use of the Service may be subject to separate third-party terms of service and fees, including, without limitation, the terms of service and data, SMS, MMS, and other fees of your mobile network operator (the “Carrier”), which are your sole responsibility.
- Virta is not your healthcare provider and does not provide you any medical advice through the Service, however Virta through the Service may connect you with a Provider (as defined below).
- The Service is provided “as is” without warranties of any kind and Virta’s liability to you is limited.
- These Terms provide that all disputes between you and Virta will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review the “Dispute Resolution and Arbitration” section for the details regarding your agreement to arbitrate any disputes with Virta.
1. Use of Our Service.
3. Consent to Use of Telehealth Services
As part of the Service, Virta may enable you to obtain certain telehealth consultations and treatment in connection with such program by facilitating the connection between you and one or more licensed healthcare providers (each, a “Provider”). Telehealth involves the delivery of healthcare services using electronic communications, information technology or other means between a Provider and a patient who are not in the same physical location. While the provision of healthcare services using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth. In order to utilize all features of the Service, you will be required to review and agree to the consent to use of telehealth services. The consent to use of telehealth services is hereby incorporated into these Terms by reference and constitutes a part of these Terms. The services you receive from Providers are not intended to replace a primary care physician relationship or be your permanent medical home. You may form an ongoing treatment relationship with some Providers. However, your initial visit with a Provider will begin as a consultation and will not necessarily give rise to an ongoing treatment relationship. You should seek emergency help or follow-up care when recommended by a Provider or when otherwise needed, and continue to consult with your primary care physician and other healthcare professionals as recommended. We may make arrangements for follow-up care either through Virta affiliated Providers or other healthcare providers. Among the benefits of our Services are improved access to healthcare professionals and convenience. However, as with any health service, there are potential risks associated with the use of telehealth. These risks include, but may not be limited to:
- In rare cases, information transmitted may not be sufficient (e.g., poor resolution of images) to allow for appropriate healthcare decision making by the Provider;
- Delays in evaluation or treatment could occur due to failures of the electronic equipment. If this happens, you may be contacted by phone or other means of communication;
- In rare cases, a lack of access to all of your health records may result in adverse drug interactions, hypoglycemic events, allergic reactions or other judgment errors;
- Although the electronic systems we use will incorporate network and software security protocols to protect the privacy and security of health information, in rare instances, security protocols could fail, causing a breach of privacy of personal health information.
By accepting these Terms, you acknowledge that you understand and agree with the following:
- You understand that you may expect the anticipated benefits from the use of the Virta Services in your care, but that no results can be guaranteed or assured.
- You understand that the laws that protect the privacy and security of health information apply to telehealth, and you have received Virta’s Notice of Privacy Practices, which describes these protections in more detail.
- Your Provider may determine that the Services are not appropriate for some or all of your treatment needs, and accordingly may elect not to provide telehealth services to you through the Service.
5. Pricing, Charges, and Payment Terms.
- Health Plan and Employer Provider Pricing and Payment Terms. If you are a health plan or employer provider, or if you are an individual using the Service under a health plan or employer provider, the pricing and payment terms are between the health plan or employer provider and Virta and such terms are set forth in a separate Provider Services Agreement between the health plan or employer provider and Virta (“Covered Fees”).
- Individual Pricing and Payment Terms. If you are not accessing or using the Service under your health plan or employer provider, then you are accessing or using the Service on an individual basis. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms as set forth in your account or made available to you online. Virta may add new services for additional fees and charges and to add or amend fees and charges for existing services. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms.
- Optional Continued Coverage. If your health plan or employer provider has arranged with Virta to pay the fees or charges, or any portion of the fees or charges, then such fees or charges are Covered Fees and will be subject to a separate agreement between Virta and the health plan or employer provider. In the event that you are no longer eligible for such coverage under a health plan or from an employer provider (e.g., if the health plan is cancelled, the employer no longer offers such benefit or you are no longer employed by the employer provider) then you will have the option to (i) assume any and all unpaid fees and continue use of the Service or (ii) terminate the Services. Please check with your health plan or employer provider to determine the level of coverage and/or Covered Fees that your health plan or employer provider will provide, if any, and if any additional fees apply to you.If you do not have insurance coverage for the Service, or if payment or coverage is denied by your health plan or employer provider, and you have used the Service, you acknowledge and agree that you will be personally responsible for all fees or charges. Virta offers no guarantee that your health plan or employer provider will be responsible for such fees or charges.
- If you pay for any part of the Service by credit card, you hereby authorize Virta, or a third party appointed by Virta, to bill and charge the credit card indicated in your registration information for any fees and other amounts that may become due and payable. Stripe is currently our third-party service provider for payment services. Stripe processes your payments and by using our Service you agree to be bound by Stripe’s Services Terms available at https://stripe.com/us/legal.
- Automatic Renewal. IF YOU HAVE SELECTED TO PAY FOR THE SERVICE ON A MONTHLY BASIS, UNLESS YOU NOTIFY US IN WRITING BY EMAILING email@example.com BEFORE A CHARGE THAT YOU WANT TO CANCEL OR THAT DO NOT WANT THE SERVICE TO AUTO RENEW, YOU UNDERSTAND AND AGREE THAT YOUR MONTHLY CHARGES, AT THE FEES SET FORTH IN YOUR ACCOUNT OR MADE AVAILABLE TO YOU ONLINE, WILL AUTOMATICALLY RENEW ON A CONTINUOUS MONTHLY BASIS AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE MONTHLY FEE AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.
- Refunds. You may cancel your request for Service or account within fourteen (14) calendar days after registering for the Service and you may receive a refund for the Services for which you paid (the “Refund Period”). All refunds will be sent by check and will be processed within four to six (4 – 6) weeks of your request. To request a refund within the Refund Period, you must email firstname.lastname@example.org and include a mailing address where a refund check can be mailed. If you received any medical equipment (as described below), you will be refunded the amount you paid for Service, less three hundred U.S. Dollars (USD $300) for such equipment. You may cancel your account as set forth in these Terms, however there are no refunds for cancellation besides those described herein under the Refund Period. In the event that we suspend or terminate your account or these Terms, you understand and agree that you shall receive no refund.
6. Access and Connectivity.
You are responsible for providing and maintaining, at your own risk, option and expense, appropriate software and hardware capabilities (consistent with any technical, quality or other requirements described in the Service) to enable use of the Service. Virta reserves the right to change the access configuration, including any software, hardware or other requirements of the Service at any time without prior notice.
7. Medical Equipment.
The Virta Entities may provide users certain diabetic test supplies, including blood sugar and blood ketone strips. The timing, fees, quantity and terms of all such supplies shall be at the Virta Entities sole discretion. Refusal by the Virta Entities to provide additional diabetic test supplies shall not relieve users of their obligation to pay the fees specified by the Service. By accepting these Terms, you agree that all items provided to you by the Virta Entities are for your personal use only and not for resale. If you dispense products to others, including for resale, you acknowledge and agree that you shall be breaching these Terms and that Virta is likely to suffer irreparable harm as a result of its contracts with suppliers under which Virta is obligated to make reasonable efforts to prevent resale. Further, by accepting these Terms, you acknowledge that any diabetic test supplies provided are not being provided pursuant to schemes eligible for reimbursement and you hereby agree not to seek reimbursement for any supplies provided to you by the Virta Entities from any patient or third-party payer, including Medicaid, Medicare, commercial payers, any state or federal healthcare programs.
8. User Content.
10. Third-Party Services and Linked Websites.
11. Termination of Use; Discontinuation and Modification of the Service.
If you violate any provision of these Terms, your permission from us to use the Service will terminate automatically. In addition, Virta may in its sole discretion terminate your user account on the Service or suspend or terminate your access to the Service at any time, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service) without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service. You may terminate your account at any time by contacting customer service at email@example.com. If you terminate your account, you remain obligated to pay all outstanding fees, if any, relating to your use of the Service incurred prior to termination.
12. Additional Terms.
Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, or rules that are applicable to a particular feature or content on the Service. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
13. Modification of these Terms.
We reserve the right, at our sole discretion, to change or update these Terms from time to time. Please check these Terms periodically for changes or updates. Immaterial modifications are effective upon publication. If a change or update to these Terms materially modifies your rights or obligations, we will update the “last updated” date at the top of this page and make reasonable efforts to notify you that material changes have been made to the Terms. Your continued use of the Service after any such change or update constitutes your acceptance of the new Terms. If you do not agree to any of these Terms or any future Terms, do not use or access (or continue to access) the Service.
14. Ownership; Proprietary Rights.
The Service is owned and operated by Virta. The visual interfaces, graphics, names, logos, marks, content (other than User Content), design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Virta Materials”) provided by Virta are protected by intellectual property and other laws. All Virta Materials contained in the Service and all trademarks, service marks, copyrights and any and all other intellectual property rights and proprietary material related thereto are, and will remain, the exclusive property of Virta or our third-party licensors. Except as expressly authorized by Virta, you may not make use of the Virta Materials. Virta reserves all rights to the Virta Materials not granted expressly in these Terms.
15. No Medical Advice.
We act as a technology platform to connect you with Providers who may be available to provide you with certain non-emergency medical care, however Virta is not itself a healthcare provider, and the Providers are solely responsible for providing you with any medical care and treatment you receive via the Service. We do not control or interfere with the practice of medicine by Providers, each of whom is responsible for the professional medical services he or she provides. By accepting these Terms and by using the Service, you are entering into a doctor-patient or other health care provider-patient relationship solely with one or more Provider(s) and not with Virta. The information provided by Virta as part of the Virta Materials and through the Service is for general informational purposes only. None of the Virta Materials should be considered medical advice or an endorsement, representation or warranty that any particular medication or treatment is safe, appropriate, or effective for you.
You agree that you will be responsible for your use of the Service, and you agree to defend and indemnify the Virta Entities from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
17. Non-Secure Communications.
18. Disclaimers; No Warranties.
WHILE THE SERVICE PROVIDES ACCESS TO CERTAIN PROVIDERS FOR NON-EMERGENCY MEDICAL CARE, VIRTA IS NOT A HEALTHCARE PROVIDER AND CANNOT AND DOES NOT DIAGNOSE OR TREAT YOUR HEALTH CONDITIONS. VIRTA PROVIDES NO ENDORSEMENT, REPRESENTATION OR WARRANTY THAT ANY PARTICULAR MEDICATION OR TREATMENT USED BY THE PROVIDERS IS OR WILL BE SAFE, EFFECTIVE OR APPROPRIATE FOR YOU. DO NOT USE THE SERVICES FOR MEDICAL EMERGENCIES. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL 911 (OR THE EQUIVALENT CONTACT NUMBER FOR EMERGENCY SERVICES IN YOUR REGION) IMMEDIATELY.
THE SERVICE AND ALL VIRTA MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE EXTENT ALLOWED BY LAW, THE VIRTA ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL VIRTA MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE VIRTA ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY VIRTA MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY VIRTA MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE VIRTA ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR ACCESS TO, USE OR MISUSE OF, OR INABILITY TO USE THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY VIRTA MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN VIRTA MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED BY LAW.
19. Limitation of Liability.
IN NO EVENT WILL THE VIRTA ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY VIRTA MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY VIRTA ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE VIRTA ENTITIES TO YOU, FOR ALL CLAIMS ARISING OUT OF, OR RELATING TO, THE USE OF OR ANY INABILITY TO USE, ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO VIRTA FOR ACCESS TO AND USE OF THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM; OR (B) ONE THOUSAND U.S. DOLLARS (USD $1,000.00).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. TO THE EXTENT THAT WE MAY NOT LIMIT OUR LIABILITIES, THE EXTENT OF SUCH LIABILITIES WILL BE THE MINIMUM PERMITTED BY LAW.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 19 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
20. Disagreements between Users.
You alone are responsible for your communications, interactions, agreements, representations, promises or any other involvement with other users of the Service (“Users”). Virta reserves the right, but has no obligation, to monitor disagreements between you and other Users. If you have a dispute with one or more Users, you irrevocably and forever release the Virta Entities from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
21. Governing Law.
These Terms are governed by the laws of the State of California without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, you and Virta agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for the purpose of litigating any dispute. We operate the Service from our offices in California, and we make no representation that Virta Materials included in the Service are appropriate or available for use in other locations.
These Terms, the consent to use of telehealth and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Virta regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, any provision that by its nature or express terms should survive, will survive.
23. Dispute Resolution and Arbitration.
- Generally. In the interest of resolving disputes between you and any Virta Entity in the most expedient and cost effective manner, you and each Virta Entity agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND EACH VIRTA ENTITY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- Exceptions. Despite the provisions of Section 23.1, we both agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either of us to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
- Arbitrator. Any arbitration between you and any Virta Entity will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Virta.
- Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail (“Notice”). The address for Notice to any Virta Entity is: Virta Health Corp. 501 Folsom Street, San Francisco, CA 94105. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or any Virta Entity may commence an arbitration proceeding. The parties shall have the ability to take discovery on and exchange relevant information, on a confidential basis, about the dispute. During the arbitration, the amount of any settlement offer made by you or any Virta Entity must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If our dispute is finally resolved through arbitration in your favor, the applicable Virta Entity will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by the applicable Virta Entity in settlement of the dispute prior to the arbitrator’s award; or (iii) one thousand U.S. Dollars (USD $1,000). Except as required to comply with law or other requirements, the arbitration proceedings, filings and outcome shall be confidential.
- Fees. If you commence arbitration in accordance with these Terms, Virta will reimburse you for your payment of the filing fee, unless your claim is for more than ten thousand U.S. Dollars (USD $10,000), in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco, California, but if the claim is for ten thousand U.S. Dollars (USD $10,000) or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a nonappearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Virta for all monies previously disbursed by any Virta Entity that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- No Class Actions. YOU AND EACH VIRTA ENTITY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and each applicable Virta Entity agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- Modifications. If Virta makes any future change to this arbitration provision (other than a change to Virta’s address for Notice), you may reject the change by sending us written notice within 30 days of the change to Virta’s address for Notice, in which case your account with Virta will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.
- Enforceability. If Section 23.6 is found to be unenforceable or if the entirety of this Section 23 is found to be unenforceable, then the entirety of this Section 23 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 21 will govern any action arising out of or related to these Terms.
24. Consent to Electronic Communications.
25. Contact Information.
The Service is offered by Virta Health Corp., located at 501 Folsom Street, San Francisco, CA 94015. You may contact us by sending correspondence to that address or by emailing us at firstname.lastname@example.org.
26. Notice to California Residents.
If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.