Terms of Service

15.1 Agreement to Arbitrate

You and Curated Care LLC (DBA OnyxMD) ("Company," "we," or "us") agree that any dispute, claim, or controversy arising out of or relating to these Terms of Service, our website, products, or services, or the relationship between us (a "Dispute"), shall be resolved by binding individual arbitration rather than in court, except as expressly set out in Section 15.6. This agreement is governed by the Federal Arbitration Act and evidences a transaction involving interstate commerce. This Section 15 survives termination of these Terms and the end of your relationship with us.

15.2 Administrator, Rules, and Location

The arbitration shall be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect (the "AAA Rules"), as modified by this Section 15. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A single arbitrator will be appointed in accordance with the AAA Rules. The seat of arbitration shall be Sheridan County, Wyoming. Unless you and the Company agree otherwise, any in-person hearing will take place in the county of your residence or, at your election, by telephone or video; documents-only or video proceedings are encouraged where the AAA Rules permit. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

15.3 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate or join the claims of more than one person and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

15.4 Severability / Poison Pill

The class action waiver in Section 15.3 is a material and non-severable part of this agreement to arbitrate. If the class action waiver is found to be unenforceable or invalid as to a particular claim or request for relief, then the agreement to arbitrate shall be null and void as to that claim or request for relief only, and that claim or request shall be severed and proceed in a court of competent jurisdiction (as identified in Section 14) and not in class-wide or representative arbitration. All other claims shall continue to be resolved in individual arbitration. Under no circumstances will class-wide, collective, or representative arbitration be permitted.

15.5 Delegation

The arbitrator shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this agreement to arbitrate, including any claim that all or any part of it is void or voidable ("arbitrability"). The sole exception is that a court, and not the arbitrator, shall decide whether the class action waiver in Section 15.3 is enforceable, as contemplated by Section 15.4.

15.6 Carve-Outs

Notwithstanding the foregoing, the following are not subject to arbitration:

• Small claims. Either party may bring an individual claim in a small-claims court of competent jurisdiction if the claim qualifies and remains in that court on an individual (non-class) basis.
• Intellectual property. Either party may bring an action in court to protect its intellectual property rights (including patents, copyrights, trademarks, trade secrets, and similar proprietary rights).
• Provisional relief in aid of arbitration. Either party may seek temporary or preliminary injunctive or other provisional relief from a court solely to preserve the status quo pending arbitration; the merits remain subject to arbitration.

15.7 Mass-Arbitration Protocol

If 25 or more similar claims are submitted for arbitration by or with the assistance of the same law firm or coordinated group of firms within a 90-day period ("Mass Filing"), the claims shall be administered in staged batches rather than all at once. The parties will cooperate with the AAA to randomly assign the claims to sequential batches of no more than 50 claims each, with only one batch active at a time.

• Bellwether stage. The first batch shall consist of up to ten (10) "bellwether" arbitrations (up to five selected by each side). The remaining claims shall be stayed, and applicable limitations periods tolled, until the bellwether arbitrations conclude.
• Mediation / global resolution. After the bellwethers conclude, the parties shall participate in a single mediation to attempt to resolve the remaining claims using the bellwether outcomes as guidance. Claims not resolved shall proceed in further staged batches.
• Staged fees. Arbitration and administrative fees for a Mass Filing shall be assessed only as each batch is actually commenced, not upon the initial bulk filing.

The statute of limitations and any filing-fee deadlines will be tolled for claims awaiting their batch. This Section 15.7 is intended to make mass arbitration orderly and is not a waiver of any individual's right to arbitrate.

15.8 Your Right to Opt Out (30 Days)

You may opt out of this Section 15 (Dispute Resolution; Binding Arbitration; Class Action Waiver) by notifying us in writing within 30 days of the date you first accept these Terms or first use our services, whichever is earlier. Your notice must include your full name, the email address and shipping address associated with your account or order, and a clear statement that you wish to opt out of the arbitration agreement. Send it by either method below:

Opting out will not affect any other part of these Terms and will not affect any prior or other arbitration agreement you may have with us. If you opt out, disputes will be resolved in the courts identified in Section 14.

15.9 Arbitration Fees

Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, including the AAA Consumer Arbitration Rules' cost provisions. For any non-frivolous claim that does not exceed $25,000, after you pay an amount equal to the fee for commencing a comparable action in court (or the AAA consumer filing fee, whichever is less), the Company will pay all remaining AAA filing, administration, and arbitrator fees. Each party will otherwise bear its own attorneys' fees and costs, except where the arbitrator is authorized by applicable law to award them. If the arbitrator determines that a claim or defense was frivolous or brought for an improper purpose (as measured by Federal Rule of Civil Procedure 11(b)), the arbitrator may allocate fees accordingly.

15.10 Changes to This Section

If we make a material change to this Section 15 after you first accept these Terms, the change will not apply to any Dispute of which we had actual notice on the effective date of the change. For all other Disputes, the change becomes effective 30 days after posting, and your continued use of our services after that date constitutes acceptance; if you do not agree, you may reject the change by following the opt-out procedure in Section 15.8 within that 30-day period.