Effective Date 10/01/2025

StayWell Health Liability Waiver & Arbitration Agreement

Entity: StayWell Health PC (California professional corporation)

IMPORTANT – READ CAREFULLY

Parties; Role of StayWell Health.

This Liability Waiver & Arbitration Agreement (“Agreement”) is between the undersigned patient (“Patient” or “You”) and StayWell Health PC (“StayWell,” “we,” or “us”). Medical care available through StayWell Health PC’s platform is rendered exclusively by licensed physicians and/or allied professionals who are independent contractors (1099) or members of independent physician groups (collectively, “Providers”). Providers are not employees, agents, or partners of StayWell Health PC. Providers alone direct and control clinical judgment, diagnosis, treatment, prescriptions, and follow-up. StayWell Health PC operates the access and technology platform, scheduling, and related administrative services. StayWell Health PC does not practice medicine and does not provide medical advice, diagnosis, or treatment.

Scope; Relationship to Other Agreements.

This Agreement is separate from: (a) the Patient Consent to Telemedicine Care; (b) the HIPAA Privacy Practices Acknowledgment; and (c) the Website/App Terms of Service. You will acknowledge each document individually. Services facilitated through the platform are limited to non-emergency urgent-care telemedicine. Controlled substances will not be prescribed.

Patient Representations; Emergency Protocol.

You represent that information you provide (identity, date of birth, location at time of visit, health history) is true and complete. If you experience life-threatening symptoms or an emergency, call 911 immediately. Providers may end a telehealth session and direct you to emergency services if they believe an emergency exists or telehealth is inappropriate.

Assumption of Risk (Telehealth).

You understand and assume the inherent risks of remote care, including without limitation: limited physical examination, potential for miscommunication or misdiagnosis, incomplete data, technology failures or interruptions, delays in care, and pharmacy or supply limitations. You accept these risks and agree that telehealth may be determined insufficient for your condition, in which case you may be referred for in-person evaluation.

Release and Waiver of Claims.

To the maximum extent permitted by law, you hereby release and forever discharge StayWell Health PC and its parents, subsidiaries, affiliates, officers, directors, employees, contractors (other than the treating Providers), successors, and assigns from any and all claims, demands, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) arising out of or related to:

  • medical advice, diagnosis, treatment, or omissions by any Provider;

  • your failure to seek emergency care when directed;

  • your provision of inaccurate or incomplete information;

  • interruptions or failures of networks, devices, or third-party services used for telehealth.

This release does not waive claims that cannot be waived as a matter of law, including willful misconduct or, where applicable, gross negligence by StayWell Health PC .

No Warranties; Disclaimers. StayWell Health PC makes no representations or warranties regarding the availability of Providers, any particular outcome, or fitness for a particular purpose. Telehealth platforms, pharmacies, labs, and other vendors may be operated by third parties. StayWell Health PC is not liable for third-party acts or omissions.

Limitation of Liability.

To the fullest extent permitted by law, StayWell Health PC’s total aggregate liability to you for any and all claims arising from or relating to this Agreement or your use of the platform shall not exceed the greater of: (a) $100, or (b) the amounts actually paid by you to StayWell Health PC in the twelve months preceding the claim (often $0 where services are paid by a property manager/owner). This limitation does not apply where prohibited by law.

Indemnification.

You agree to indemnify, defend, and hold harmless StayWell Health PC and its affiliates, officers, directors, employees, and contractors (other than the treating Providers) from and against any third-party claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or related to: (a) your breach of this Agreement; (b) your misuse of the platform; (c) your failure to follow emergency instructions; or (d) your provision of false or incomplete information. This section applies to the extent permitted by law and does not require indemnification for StayWell Health PC’s sole negligence.

Dispute Resolution; Binding Arbitration; Class-Action Waiver.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Agreement to Arbitrate.

To the fullest extent permitted by law, any dispute, claim, or controversy between you and StayWell Health PC (including its affiliates, officers, directors, employees, and contractors other than the treating Providers) arising out of or relating to this Agreement, the platform, or any services or communications with StayWell Health PC shall be resolved by final and binding arbitration on an individual basis rather than in court. This arbitration provision is intended to be construed broadly, including statutory, tort, contract, and equitable claims. This section does not govern claims you may have directly against any Provider, which are subject to the Provider-patient relationship and any separate agreements you enter with a Provider. Arbitration shall be administered by JAMS or AAA under their consumer/commercial rules, as applicable, and the Federal Arbitration Act (FAA) shall govern the interpretation and enforcement of this agreement to arbitrate. The seat of arbitration shall be the county in California where you reside (or, if outside California, the county where you used the platform). The arbitrator shall have exclusive authority to resolve disputes regarding arbitrability and the scope or enforceability of this provision, except as limited by non-waivable state law. Arbitration will proceed on an individual basis only. No class, consolidated, collective, or representative actions are permitted. The arbitrator may award relief only in favor of the individual party seeking relief. Either party may bring an individual action in small claims court in lieu of arbitration if the claim qualifies and remains on an individual basis.  Either party may seek temporary or preliminary injunctive relief in court to protect confidential information or intellectual property, pending arbitration.

California Medical Malpractice Arbitration Notice (CCP §1295).

NOTICE: BY SIGNING THIS AGREEMENT YOU ARE AGREEING TO HAVE ANY DISPUTE WITH STAYWELL HEALTH PC AS TO WHETHER ANY SERVICES RENDERED UNDER THIS CONTRACT WERE UNNECESSARY OR UNAUTHORIZED OR WERE IMPROPERLY, NEGLIGENTLY, OR INCOMPETENTLY RENDERED BE DETERMINED BY SUBMISSION TO ARBITRATION AND NOT BY A LAWSUIT OR RESORT TO COURT PROCESS EXCEPT AS CALIFORNIA LAW PROVIDES FOR JUDICIAL REVIEW OF ARBITRATION PROCEEDINGS.
BOTH PARTIES TO THIS AGREEMENT, BY ENTERING INTO IT, ARE GIVING UP THEIR CONSTITUTIONAL RIGHT TO HAVE ANY SUCH DISPUTE DECIDED IN A COURT OF LAW BEFORE A JURY, AND INSTEAD ARE ACCEPTING THE USE OF ARBITRATION.

For clarity: this §1295 notice pertains to disputes with StayWell Health PC. Claims against Providers are outside StayWell Health PC’s control and subject to separate Provider-patient agreements and applicable state law.

Medicare Beneficiaries.

If you are age 65+ or otherwise a Medicare beneficiary, you understand that a separate Medicare Private Contract may be required between you and the treating Provider prior to any telehealth services if that Provider has opted out of Medicare. You agree to execute such contract when required. This Agreement does not replace any Medicare Private Contract with your Provider.

Miscellaneous.

  • Governing Law. Except where preempted by the FAA or other federal law, this Agreement is governed by the laws of the State of California, without regard to conflict-of-law rules.

  • Severability. If any provision of this Agreement is found unenforceable, it shall be modified to the minimum extent necessary to be enforceable, and the remainder shall continue in full force. If the class-action waiver is found unenforceable, the arbitration provision shall be void, and the dispute will proceed in court (venue per 12.4).

  • Survival. Sections 4–12 survive any termination or expiration of your access to the platform.

  • Venue. If a dispute proceeds in court (e.g., small claims or if arbitration is unenforceable as to a specific claim), exclusive venue shall be the state or federal courts located in [County], California, and both parties consent to personal jurisdiction there.

  • Entire Agreement. This is the entire agreement between you and StayWell Health PC regarding waiver and arbitration and supersedes prior or contemporaneous communications on these topics.

  • No Assignment by Patient. You may not assign this Agreement without StayWell Health PC’s written consent.

  • Electronic Signature; Counterparts. This Agreement may be executed by electronic signature/checkbox with timestamp and IP capture and may be maintained electronically.

State Addenda.

The following state notices supplement, and where required by law, control over conflicting terms above. (I will expand these on request.)

  • California: Section 10 above includes the CCP §1295 malpractice-arbitration notice.

  • Florida/Texas/Washington and other states with specific telehealth consent/notice rules: Nothing here waives rights that cannot be waived under state law; arbitration/class-waiver apply to the fullest extent permitted by each state’s consumer/health-care statutes.

  • New York/New Jersey/Illinois: This Agreement does not limit your right to file complaints with state health departments or professional boards.

IMPORTANT – READ CAREFULLY:

This Agreement contains a release of claims, assumption of risk, limitation of liability, and a binding arbitration provision with class-action waiver. By signing, you agree to resolve most disputes by individual arbitration rather than in court, and you waive the right to a jury trial to the fullest extent permitted by law. Nothing in this Agreement limits your right to seek emergency care or to file complaints with regulators.

Acknowledgments.

By clicking the box, you acknowledge:

  1. Telehealth is not the same as an in-person examination.

  2. No guarantee of diagnosis, treatment, or outcome is made.

  3. Providers may determine telehealth is insufficient and recommend in-person care.

  4. Patient has the right to withdraw consent at any time, though withdrawal does not affect prior care delivered.

  5. Patient has read this Consent, understands it, and agrees to be bound by its terms.

  6. That you have read and understood this Agreement;

  7. Understand that StayWell Health PC is not responsible for medical care;

  8. Voluntarily assume all risks associated with telehealth;

  9. Agree to indemnify and release StayWell Health PC from any and all liability;

  10. Consent to binding arbitration under California law.