Terms of Use

Last Modified: July 18, 2022

Acceptance of the Terms of Use

These terms and conditions (“Terms”) are a binding agreement between you (“Customer” or “you”) and Direct Virtual Care, LLC d/b/a Ohla Medical (“Ohla”, “we”, “us”) governing your use of our websites, applications, and other online products and services that link to these Terms (the “Services”).

PLEASE READ THIS DOCUMENT CAREFULLY, AS IT AFFECTS YOUR RIGHTS. THE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN CLASS ACTIONS.

BY USING THE WEBSITE, PLACING AN ORDER FOR THE SERVICES FROM OUR WEBSITE, OR USING ANY OTHER ACCEPTANCE PROTOCOL PRESENTED THROUGH THE SERVICE (SUCH AS CLICKING “I AGREE”), YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU MAY NOT ORDER OR OBTAIN THE SERVICES IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT AT LEAST 18 YEARS OF AGE, (C) ARE NOT A LEGAL RESIDENT OF THE UNITED STATES AND THE RESPECTIVE STATE FROM WHICH SERVICES ARE SOUGHT, WHERE APPLICABLE, OR (D) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

OHLA’S SERVICES ARE NOT INTENDED FOR EMERGENCY MEDICAL SITUATIONS. IF YOU HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY. IN ADDITION, THIS SERVICE IS NOT APPROPRIATE FOR ALL CONDITIONS. SEEK IN-PERSON OR IMMEDIATE CARE IF NEEDED.

Changes to the Terms of Use

We may revise and update these Terms from time to time in our sole discretion. By using or ordering the Services after a posted change on this website you are agreeing and accepting such changes.

Services

Ohla provides a technology platform via the Services that offers patients the opportunity to obtain limited healthcare services from third parties, including medical care and prescription services, as well as a medium for telehealth communications. As further detailed below, Ohla offers a platform for limited healthcare services only and is not itself a provider of healthcare services or medical advice, and any healthcare providers that you interact with on the Services are not acting as employees or agents of Ohla.

The Services operate as informational resources only and are a supplement to, and not a substitute for, the expertise, skill, knowledge and judgment of healthcare practitioners. THE ROLE OF THE SERVICES IS LIMITED TO MAKING CERTAIN TELEHEALTH- AND OTHER HEALTH-RELATED INFORMATION AVAILABLE TO YOU AND/OR FACILITATING YOUR ACCESS TO TELEMEDICINE AND EXPERT HEALTHCARE SERVICES. You should not and must not rely on the Services as your primary tool for medical decision-making. Always seek the advice of your primary treating provider with any questions regarding your personal health or medical conditions. If you have or suspect that you have an emergency medical problem or condition, please contact a qualified healthcare professional or immediately call 911.

Accessing the Services and Account Security

To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information, such as name, email address, location, date of birth, phone number, and create a password. It is a condition of your use of the Services that all the information you provide on the Services is correct, current, and complete. You agree that all information you provide to register with the Services or otherwise, including, but not limited to, through the use of any interactive features of the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms.

Consent to Telehealth

In order to use the Services, you will be required to review and agree to an informed consent regarding the use of telehealth (the “Telehealth Consent”) that will be provided to you via the Services. You agree that Ohla is a third-party beneficiary of the Telehealth Consent and has the right to enforce it against you.

Fees and Purchase Terms

You agree to pay all fees due for services requested at the fees and pursuant to all payment terms presented to you when engaging in transactions. Prices are subject to change at any point in our sole discretion. You will see a prompt for your payment details, such as your credit card information and any promotional codes you may have. By entering your payment information and submitting your request, you authorize us, our affiliates, or our third-party payment processors to charge the amount due. Ohla, on behalf of your healthcare provider, will charge you for medical services provided by your healthcare provider, and you agree to pay for all medical services provided to you.

You will provide Ohla with a valid credit card or any other method of payment accepted by us (“Payment Provider”) when you set up your account with our Service. Your credit card issuer terms govern your use of your designated payment method, and you must refer to those terms and not this Agreement to determine your rights and liabilities as a cardholder. By providing Ohla with your Payment Provider and associated payment information, you agree that Ohla is authorized to invoice your account at the time any payments are due and charge your designated Payment Provider account and that no additional notice or consent is required. If any payments are subject to sales tax in any jurisdiction, you also agree to pay the required sales tax, and any related penalties or interest. Ohla may automatically charge sales taxes for addresses within jurisdictions where such taxes are required. Unless otherwise agreed to by Ohla, all fees paid are non-refundable. You are responsible for all fees and charges associated with your account.

We use a third-party payment processor (the “Payment Processor”) to charge your Payment Provider account. The processing of payments in connection with your use of our Service will be subject to the terms, conditions and privacy policies of the Payment Processor and the Payment Provider responsible for your designated method of payment, in addition to this Agreement with Ohla. We are not responsible for any errors by the Payment Processor or the Payment Provider.

No Insurance Accepted; Notice of Your Financial Responsibility. Ohla and the contracted third-party healthcare providers do not accept commercial health insurance plans, are not in-network with any commercial health insurance plans, and are not enrolled with federal or state health care programs, such as Medicare and Medicaid. By choosing to use the Services, you are specifically choosing to obtain products and services on a cash-pay basis outside of any commercial health insurance plan or federal or state health care program. Thus, you are solely responsible for the costs of any services or products provided to you. If you are a federal health program beneficiary, you agree that neither you, Ohla, or the healthcare providers with whom we partner to provide healthcare services to you will submit a claim for reimbursement to any federal or state healthcare program for the costs of the services and products provided to you through the Services.

Intellectual Property Rights

The Services and all related content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Ohla, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use the Services for your personal, non-commercial use only. You agree that you will not and you will not assist or permit any third party to:

Copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, de-compile, or disassemble the Services in any way, or create derivative works of the Services.
Use the Services or any part of them to create any tool or software product that can be used to create software applications of any nature whatsoever.
Rent, lease, loan, make available to the public, sell or distribute the Services in whole or in part.
Tamper with the Services or circumvent any technology used by Ohla or its licensors to protect any content accessible through the Services.
Circumvent any territorial restrictions applied to the Services.
Use the Services in a way that violates these Terms.

Any use of our Services other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited and will terminate your right to use the Services immediately.

Trademarks

The Ohla name, the Ohla logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Ohla or its affiliates or licensors. You must not use such marks without the prior written permission of Ohla. All other names, logos, product and service names, designs, and slogans in the Services are the trademarks of their respective owners.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms. You agree that you will not:

Use the Services in any unlawful manner.
Use the Services in any manner that is harmful, hateful, harassing, abusive, or otherwise offensive to any other person or entity (including your provider).
Interfere with or inhibit any other user from using or enjoying the Services.
Use the Services as a means to distribute unsolicited or unauthorized communications, advertisements or spam.
Access or search the Services by any means other than the authorized public interface
Collect or use any data or Services content that violates any third-party right.
Create a false identity, impersonate another person or entity, or otherwise misrepresent yourself.
Breach or otherwise circumvent any security measures incorporated into the Services.
Use the Services in any manner that is considered unacceptable by Ohla.

User Contributions

The Services may contain interactive features that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Services.

All User Contributions must comply with the Content Standards set out in these Terms.

Excluding protected health information that has not been deidentified, which is addressed in our privacy policy, you hereby grant Ohla a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display your User Contributors in all media formats and channels now known or later developed without compensation to you.

In the event you choose to provide Ohla with any feedback, suggestions, or similar communications, all such messages (collectively, “Feedback Messages”) will be considered non-personal, non-confidential, and nonproprietary. You hereby grant Ohla a perpetual, sublicensable, assignable, unrestricted, worldwide, royalty-free, irrevocable license to use, reproduce, display, perform, practice, modify, create derivative or collective works, transmit and distribute your Feedback Messages, in whole or in part, and including all intellectual property rights therein.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
All of your User Contributions do and will comply with these Terms.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Ohla, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Services.

Monitoring and Enforcement; Termination

If we become aware of any actual or suspected violations of these terms on prohibited uses or related to User Contributions, we reserve the right to take whatever lawful actions we may deem appropriate in response to such actual or suspected violations, including, without limitation, the removal of any User Contributions and the suspension or termination of a your access and/or account. We may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong, we reserve the right to investigate such violations, and we may, in our sole discretion, immediately terminate your license to use the Services or change, alter or remove your User Contributions, in whole or in part, without prior notice to you. YOU WAIVE AND HOLD HARMLESS OHLA AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Content Standards

These content standards apply to any and all User Contributions and use of the Services. User Contributions must in their entirety comply with all applicable laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please notify us by hello@getohla.com. Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. It is the policy of Ohla to terminate the user accounts of repeat infringers.

Third Party Sites

The Services may include links to third-party websites, resources and advertisements (collectively, “Third-Party Sites”). We are not responsible or liable for the availability or accuracy of, and Ohla does not endorse, sponsor, or recommend any Third-Party Sites or the content, products, or services on or available from such Third-Party Sites. Your use of Third-Party Sites is at your own risk and Ohla and its affiliates will not be liable for any of losses arising out of or relating to Third-Party Sites.

To the extent you choose to access such Third-Party Sites, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Ohla reserves the right to change, suspend, remove, or disable access to any Third-Party Sites at any time without notice. In no event will Ohla be liable for the removal of or disabling of access to any such Third-Party Sites. Ohla may also impose limits on the use of or access to certain Third-Party Sites, in any case and without notice or liability.

Information About You and Your Visits to the Website

Our Privacy Policy generally describes how we collect and use personally identifiable information (PII) provided to us online. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Electronic Communications

By creating an account to use the Services, you consent to receive electronic communications from Ohla (e.g., via email, text message, or by posting notices to the Services). These communications may include operational notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send 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. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

Further, by opting-in to receive text (SMS) messages from Ohla or by sending Ohla an initial text message (an "SMS Consent"), you consent to receiving text messages regarding your Ohla account and use of the Services. These text messages may include order confirmations, shipping notifications, messages from your healthcare provider, and other transactional messages, as well as promotional and marketing notifications, if you have opted-in to receive such messages from Ohla.

With your SMS Consent, you represent and understand that: (1) you are the owner or authorized user of the mobile device you used in order to initiate the SMS Consent, and (2) you will be responsible for all messaging and other data charges that may apply for any text messages sent to you from Ohla, or from Ohla to you.

Note that access to the Services is not conditioned upon your consent to receive marketing or promotional text messages from Ohla, and you can opt-out of any of Ohla’s SMS services at any time by texting "STOP" to the message received, from the mobile device that is subscribed to receive the SMS messages. After you send the text message "STOP" to us, we may send you one final text message to confirm that you have been unsubscribed. If you have opted-in to receive more than one type of text message from Ohla, you will need to opt-out of each Ohla SMS service to which you are subscribed. Until you have done so, you may continue to receive the types of text messages from Ohla that you have opted-in to receive but have not unsubscribed from.

Disclaimer of Warranties

YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OHLA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. NEITHER OHLA NOR ANY PERSON ASSOCIATED WITH OHLA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER OHLA NOR ANYONE ASSOCIATED WITH OHLA REPRESENTS OR WARRANTS THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, OHLA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL OHLA, OHLA’S LICENSORS, AFFILIATES AND SERVICE PROVIDERS, AND OUR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES, (COLLECTIVELY, “OHLA PARTIES”) BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA OR LOST PROFITS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES OR FROM THE CONDUCT OF YOU OR ANYONE ELSE (INCLUDING BUT NOT LIMITED TO BODILY INJURY, DEATH OR PROPERTY DAMAGE), WHETHER ONLINE OR OFFLINE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, OR THE CONTENT IN THE SERVICES, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT OHLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IF YOU ARE DISSATISFIED WITH THE SERVICES, THE CONTENT IN THE SERVICES, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. IF THE FOREGOING IS NOT ENFORCEABLE AGAINST YOU, IN NO EVENT WILL THE CUMULATIVE LIABILITY OF THE OHLA PARTIES TO YOU, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (I) THE AGGREGATE AMOUNT YOU PAID OHLA TO ACCESS OR USE THE SERVICES IN THE MOST RECENT TWELVE-MONTH PERIOD, OR (II) $100.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Ohla Parties and their respective successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Contributions, your use of any information obtained from the Services, or your violation of any rights of any other person or entity or your violation of any applicable laws, rules or regulations. Ohla reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Release

To the fullest extent permitted by applicable law, you release Ohla and the other Ohla Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE § 1542 AS WELL AS ANY OTHER STATUTE OR COMMON LAW PRINCIPLES THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

Arbitration

PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION (“ARBITRATION AGREEMENT”) CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH OHLA AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Services, to any products sold or distributed through the Services, or to any aspect of your relationship with Ohla, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Ohla may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.

IF YOU AGREE TO ARBITRATION WITH OHLA, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST OHLA ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST OHLA IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

Federal Arbitration Act. You and Ohla agree that these Terms affect interstate commerce and that the enforceability of this Arbitration Agreement shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq., to the maximum extent permitted by applicable law.

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 Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. You and Ohla agree that (a) any arbitration will occur in the State of Missouri, St. Louis County, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Streamlined Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services (“JAMS”), excluding any rules or procedures governing or permitting class actions, which rules are hereby incorporated by reference, and (c) that the state or federal courts of the State of Missouri and the United States, respectively, sitting in the State of Missouri, St. Louis County, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures.

Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency will have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Ohla. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

Waiver of Jury Trial. YOU AND OHLA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Ohla are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes will be resolved in a court as set forth in this Agreement.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Ohla, hello@getohla.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your account (if you have one), and clearly indicate your intent to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Governing Law and Jurisdiction

All matters relating to the Services and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services that is not subject to arbitration or cannot be heard in small claims court, shall be instituted exclusively in the U.S. District Court for the Eastern District of Missouri, or the state courts located in St. Louis County, Missouri. You and Ohla each irrevocably consent to the personal jurisdiction of these courts and waives any and all objections to the exercise of jurisdiction by these courts and to this venue. Notwithstanding the foregoing, however, you and Ohla agree that Ohla may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

Waiver and Severability

No waiver by Ohla of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Ohla to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Entire Agreement

The Terms and our Privacy Policy, along with any additional terms and conditions incorporated herein, constitute the sole and entire agreement between you and Ohla regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

Your Comments and Concerns

We encourage you to contact us at hello@getohla.com if you have any questions concerning our Terms.