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Last revised September 11, 2025
Table of Contents
IMPORTANT NOTE: PLEASE READ THESE TERMS CAREFULLY AS THEY MAY IMPACT YOUR LEGAL RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US. SPECIFICALLY, PLEASE REFER TO THE SECTION TITLED “DISPUTE RESOLUTION; ARBITRATION AGREEMENT,” WHICH REQUIRES THAT CERTAIN DISPUTES BE SETTLED THROUGH MANDATORY BINDING ARBITRATION AND PRECLUDE YOU FROM LEADING OR PARTICIPATING IN A CLASS ACTION, AS WELL AS THE SECTIONS TITLED “CLASS ACTION WAIVER” AND “JURY TRIAL WAIVER” WHICH CONTAIN A CLASS ACTION WAIVER AND JURY TRIAL WAIVER FOR NON-ARBITRABLE DISPUTES .
These terms and conditions of use (“Terms of Use”) govern your use of the online interfaces and digital properties (e.g., websites) owned and controlled by Rise Healthcare Tech, Inc., doing business as both “Ostro” and “RxDefine”, and any of our affiliates (collectively, “Ostro”, “we” and “us”), including (a) the ostrohealth.com, kinara.co, and rxdefine.com websites and any related or associated websites and domains and (b) via e-mail, text message, phone call, chat, and other electronic communications between you and us (along with all related services and functionality that we provide, collectively, the “Services”). References in these Terms of Use and elsewhere across the Services to RxDefine, Ostro, Ostro Health or similar terms refer, in each case, to us.
Your acceptance of and compliance with these Terms of Use is a condition to your access and use of the Services.
By using or otherwise accessing the Services or clicking to accept or agree to these Terms of Use, you (1) accept and agree to these Terms of Use and (2) agree to comply with all rules, policies, and disclaimers posted on the Services or about which you are notified. If you are agreeing to these Terms of Use on behalf of an organization or entity, you represent and warrant that you are authorized to do so. If you do not agree to be bound by and to comply with the Terms of Use you are not authorized to use the Services; please promptly exit or otherwise cease your use of the Services.
All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Services in any manner, and each of your heirs, assigns, and successors. If you use the Services on behalf of an entity or another person, you represent and warrant that you have the authority to bind that entity or person, your acceptance of the Terms of Use will be deemed an acceptance by that entity or person, and “you” and “your” herein shall refer to, as applicable, that person or that entity along with its directors, officers, employees, and agents.
Please also consult our Privacy Policy for a description of our privacy practices and policies.
Ostro is not a medical group. We do not provide medical advice or care. Information communicated to you through our Services is not a substitute for a discussion with a licensed medical practitioner and should never be applied or interpreted as medical advice or any form of personal treatment plan.
Any telemedicine or other clinical consultations or services obtained or facilitated through our Services are provided by an independent healthcare Clinician (as defined below). Your Clinician, and not Ostro, is responsible for providing you with a Notice of Privacy Practices that describes its collection and use of your health information. Please contact your Clinician with any questions about your Clinician’s Notice of Privacy Practices. For purposes of these Terms of Use, “Clinician” refers to any individual who is acting in any medical or clinical capacity, including in the capacity of a doctor, nurse, or other medical professional.
1. Ownership of the Services
All pages, features, and content within these Services and any material made available for download are the property of Ostro, or its licensors, including our customers, partners, and suppliers, as applicable. The Services are protected by United States and international copyright and trademark laws. The contents of the Services, including without limitation all data, files, documents, code, algorithms, models, interfaces, text, photographs, graphics, images, audio, and video, and any materials accessed through or made available for use or download through these Services (“Content”) may not be copied, distributed, modified, reproduced, published, or used, in whole or in part, except for purposes authorized by these Terms of Use or otherwise approved in writing by us. Without our express and prior written consent you may not frame or utilize framing techniques to enclose, or deep link to, any name, trademarks, service marks, logo, Content, or other proprietary information (including images, text, page layout, or form) of ours. Subject to your complete and ongoing compliance with these Terms of Use, we grant you a non-transferable, non-exclusive, revocable, limited license to access and use the Services, including its Content, for personal uses. We reserve all rights, including intellectual property rights, not expressly granted to you by these Terms of Use.
2. Access to Services, Security and Restrictions
You are prohibited from violating or attempting to violate the confidentiality, integrity, availability, or security of the Services, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; or (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach or otherwise circumvent security, access control or limitation, or authentication measures without proper authorization; or (c) accessing or using the Services or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law; or (d) use any device, software, application, code, script, or routine to interfere or attempt to interfere with the proper working of these Services or any activity being conducted on these Services; or (e) impersonating any person or entity, including any of our employees or representatives; or (f) infringing any rights of any other person or entity or violating any law or contractual duty. You are further prohibited from accessing the Services or Content to build a similar or competitive website, product, or service.
You may not use any scraper, crawler, spider, robot, or other automated or AI-powered technology, AI Tools, or means of any kind to access or copy data on the Services, deep-link to any feature or content on the Services, utilize Content for model or other product or service development or training purposes, or bypass any robot exclusion headers or other measures we may use to prevent or restrict access to the Services.
We may, in our sole discretion, refuse to offer the Services to any person or entity for any reason. We may also change this eligibility criteria at any time, in our sole discretion. You cannot access or use the Services if you are barred from receiving the Services under applicable law or have previously been suspended or removed from the Services. Notwithstanding the foregoing, upon suspension or termination, we reserve the right to archive your account and/or retain User Information to the extent necessary to comply with legal and/or audit requirements or other applicable data retention policies.
3. Ostro Content; Third Party Services
Although we attempt to ensure the integrity and accuracy of the Services, we make no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Services and Content (as described above) thereon. In providing the Content and Digital Service, we may also make use of AI Tools (as such term is defined in our Privacy Policy), including to create, modify, enhance, distribute, publish, or promote the Content and Services. It is possible that the Services could include disputed or incorrect Content, typographical errors, inaccuracies, or other errors, and that unauthorized additions, deletions, and alterations could be made to the Services by third parties. In the event that an inaccuracy arises, please inform us so that it can be corrected. We reserve the right to unilaterally update or correct any inaccuracies or errors and any other information on the Services, including any Content, without notice. Additionally, we shall have no responsibility or liability for information or Content posted to the Services from any third party or person other than by us and our legal affiliates
The content of the Services, including without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for educational and informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind. Product coverage and availability information, including but not limited to statements of formulary coverage, dispensary availability, or eligibility of financial assistance is provided also and solely on a non-personalized basis. Always seek the advice of your Clinician, or other qualified heath care professionals, with any questions or concerns you may have regarding your individual healthcare needs and any medical conditions. We do not recommend or endorse any specific Clinicians, tests, products, procedures, opinions, or other information that may be included on, referenced by, or accessible through the Services.
Reliance on any Content or information appearing on the Services, whether provided by us, our Content providers, our customers or clients, other users of the Services, Third Party Services, or others, including affiliates of any of the foregoing, is solely at your own risk.
We make no representations whatsoever about any other website, application, or service, or any related content or information, that is not owned and provided by us and that you may access through these Services (“Third Party Services”). When you access any Third Party Service, please understand that it is independent from us and that we have no control over the Third Party Service, including its accuracy or the security or privacy practices of the parties that make such Third Party Service available to you. In addition, a link or other connection or transfer to any Third Party Service does not mean that we endorse or accept any responsibility for such Third Party Service or its use. It is up to you to take precautions to ensure that whatever you select for your further engagement or use is appropriate for you. If you decide to access any Third Party Service linked to or accessible through these Services, you do this entirely at your own risk.
4. User Information; Feedback
You agree to: (a) provide true, accurate, current, and complete information when using the Services at all times, including when registering and establishing your account (“User Information”) and (b) to the extent you maintain a user account with us in connection with one or more Services, maintain and promptly update your User Information to keep it true, accurate, current, and complete. Without limiting our rights to terminate your account or the Services at our discretion, if you provide any User Information or other information that is untrue, inaccurate, not current, or incomplete, or that we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account.
In the event access to the Services or a portion thereof is limited requiring a user ID and password or other User Information, including to confirm or verify your identity (“Protected Areas”), you agree to access Protected Areas using only, as applicable, your user ID and password as provided to you by us and your actual and legitimate identity and other User Information. You agree to protect the confidentiality of your user ID and password, and not to share or disclose your user ID or password to any third party or allow others to access your account or Services on your behalf except where otherwise expressly permitted by us. You agree to notify us immediately of any unauthorized use of your account. You agree not to misrepresent, misstate, or falsify your identity to us, including purporting to be, or otherwise using the identity or other personal information of, any other person. You agree that you are fully responsible for all activity occurring under your user ID and all activity undertaken by you within any Protected Areas. Your access to the Services may be revoked by us at any time with or without cause. You agree to defend, indemnify, and hold us harmless from and against all third party claims, damages, and expenses (including reasonable attorneys’ fees) against or incurred by arising out of your breach of these Terms of Use or violation of applicable law, your use or access of the Services, your submission of any false or fraudulent User Information, or access by anyone accessing the Services using your user ID and password.
Any feedback, comments, or suggestions (“Feedback”) you may provide regarding the Services is entirely voluntary.
By providing us Feedback, you grant to us exclusive ownership of the Feedback and of all intellectual property rights and other rights in it, and you will provide us with reasonable cooperation in documenting this grant. We have no obligation to do anything with Feedback, but we will have the full, worldwide, unencumbered right to use, incorporate, and otherwise fully exercise and exploit any such Feedback via all forms of media, distribution methods, and technology now known or later developed, for any purposes, commercial or otherwise, and to transfer or license our rights in the Feedback, without notice, acknowledgement or compensation to you.
5. Disclaimer of Warranties
OSTRO DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. THE SERVICES, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE RELATED TO THE SERVICES, ARE PROVIDED "AS IS," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. OSTRO DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICES. OSTRO DOES NOT WARRANT THAT IT WILL UPDATE OR CONTINUE TO OFFER OR MAKE AVAILABLE THE SERVICES, INCLUDING WITHOUT LIMITATION ANY PARTICULAR WEBSITE, APPLICATION, OR SERVICE FOR ANY PARTICULAR LENGTH OF TIME. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THE SERVICES.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES AND RELATED SERVICES, INCLUDING CONTENT AND LINKED WEBSITES. OSTRO DOES NOT WARRANT THAT THE SERVICES, INCLUDING FILES AVAILABLE FOR DOWNLOAD, WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.
WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD, AND DISTRIBUTED THROUGH THE SERVICES ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
6. Important Information About Our Services
Ostro is not a medical group. Ostro does not provide medical advice or care. Without limiting the foregoing, by using the Services you acknowledge and agree that we and our personnel, including Navigators (as defined below), will not (a) be under any obligation to provide you with any medical advice, (b) be deemed to have entered into a patient relationship (e.g., doctor-patient, nurse-patient) with you or any other person, (c) have any responsibility for your medical or clinical treatment or care, including the creation, establishment, modification, or oversight of any medical practices, diagnosis, treatment recommendations, prescribing, or independent medical decision-making of any kind, whether telemedicine, in-person, or via any other delivery mechanism, or (d) if you are a Clinician or acting on behalf of a Clinician, agree, or be deemed to have undertaken, to do any of the foregoing for or on behalf of any patient or other individual under your care or with whom you have a relationship with. Your interaction with the Services is not intended to take the place of your relationship with your own Clinician(s), including your regular healthcare practitioners or primary care physician, and you are responsible for discussing and agreeing on all health and medical care decisions with your own Clinician, which shall not include us or our personnel. We do not make any representations or warranties about the training or skills of any individual who delivers Content, information, or services via the Services. Certain elements of the Services may be provided, in our sole discretion, by Ostro personnel, including employees, contractors, service providers, and agents, who hold former or current medical qualifications (e.g., MD, RN). Whether qualified as a medical professional or not, in no event shall any navigator or other individual acting on behalf of us act as a Clinician, whether to you or any other person, or enter into or be deemed to be enter into a patient relationship with, or otherwise provide any form of clinical or medical advice, to you or to any other person, whether directly or indirectly. If you have questions about the costs or nature of services provided by a Clinician, you should contact the Clinician directly. Neither Ostro nor its customers is a party to any agreement between you and any Clinician and disclaims all liability arising from or related to your interactions with any Clinician.
Ostro does not provide emergency services and cannot assist you in an emergency. In the event of an emergency please dial 911 immediately.
Ostro maintains financial relationships with its customers. We work with companies throughout the pharmaceutical, life sciences, healthcare and related industries, including in some cases to make information regarding our clients’ and their partners’ specific products and services available to you through the Services. These arrangements typically include a financial relationship between us and our client through which we are compensated for the services we provide, including making certain of the Services available to you.
Our services are not intended for children. Our Services are intended for general audiences and are not directed at children and may be accessed and used only by individuals who are able to form legally binding contracts under applicable law of their jurisdiction. Please contact us at legal@ostrohealth.com if you are a parent or legal guardian of an individual under the age of 18 who you believe has used the Services without your consent.
Ostro is not an insurer. The services provided by and through the Services are not insurance products. If you desire any type of health or other insurance, you will need to purchase such insurance separately.
7. Limitation of Liability Regarding the Services
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, OSTRO AND ANY THIRD PARTIES MENTIONED OR REFERENCED ON OR INCLUDED INTHESE SERVICES, INCLUDING OUR CLIENTS, CUSTOMERS AND THE PROVIDERS OF ANY THIRD PARTY SERVICES, ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANYWAY TO THE SERVICES, ANY RELATED OR INCLUDED CONTENT OR INFORMATION, AND/OR ANY THIRD PARTY SERVICE, ARISING IN CONNECTION WITH YOUR OR ANY OTHER PERSON’S USE OF THE SERVICES, AND WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITYOF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES, ANY RELATED OR INCLUDED CONTENT OR INFORMATION, AND/OR ANY THIRD PARTY SERVICE IS TO STOP USING THE SAME. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF OSTRO TO YOU WITH RESPECT TO YOUR USE OF THESE SERVICES, ANY RELATED OR INCLUDED CONTENT OR INFORMATION, AND/OR ANY THIRD PARTY SERVICE IS THE AMOUNTS PAID BY YOU TO OSTRO DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR THE DURATION OF YOUR USE OF THE DIGITAL SERVICES, WHICHEVER IS SHORTER.
8. Dispute Resolution; Arbitration Agreement
PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS—INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT (BY REQUIRING YOUR DISPUTE TO BE SUBMITTED TO ARBITRATION) AND LIMITING YOUR RIGHTS TO RESOLVE YOUR DISPUTE AS PART OF A CLASS OR REPRESENTATIVE ACTION.
Informal Dispute Resolution. Most disputes between you and Ostro arising from or relating to the Services or these Terms of Use (“Disputes”) can be resolved informally, so if you have an issue with the services, you agree to reach out to us before initiating a lawsuit or arbitration, except as set forth in the Exceptions paragraph below (“Informal Dispute Resolution”). This requires emailing legal@ostrohealth.com a written notice (“Written Notice”), which must include: (1) your name; (2) the email address(es) or other relevant User Information associated with your relationship with Ostro; (3) a detailed description of the issue; and (4) how you’d like to resolve it. You must engage in this informal resolution process before starting any formal dispute resolution unless exempted by law. Applicable statutes of limitations and due dates for arbitration filing fees or other deadlines will be tolled upon receipt of the Written Notice to legal@ostrohealth.com, while the parties attempt informal resolution.
The Written Notice must be provided on an individualized basis and you and Ostro agree to personally meet and confer, via telephone or videoconference, to attempt to resolve the Dispute. If either party is represented by counsel, that party’s counsel may participate in the conference, but the party shall also personally attend the conference, unless one party states in writing that the other party is not required to personally attend.
If the dispute is not resolved within sixty (60) days after receipt of the Written Notice, you and Ostro agree to resolve any remaining dispute through further informal discussions or one of the formal dispute resolution provisions below. Agreement to Arbitrate. If Informal Dispute Resolution fails, then either party may initiate binding arbitration as the sole means to resolve Disputes, subject to the provisions following this header through and including the paragraph titled “Changes to this Arbitration Agreement” (collectively, the “Arbitration Agreement”).
The parties agree that this Arbitration Agreement is made pursuant to a transition in commerce and is governed by the Federal Arbitration Act (“FAA”). The arbitration will be administered by JAMS Mediation, Arbitration and ADR Services (“JAMS”). If JAMS is not available to arbitrate, the parties will mutually agree on an alternative arbitration provider.
In accordance with the notice and opt-out provisions set forth herein, this Arbitration Agreement is intended to be interpreted broadly and it applies to all Disputes between you and Ostro, including but not limited to (1) claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement, or any prior agreement; and (2) claims that may arise after the termination of this Arbitration Agreement. This Arbitration Agreement supersedes any prior arbitration agreement between Ostro and you.
Except as set forth in the paragraph below titled “Exceptions to Informal Dispute Resolution and Arbitration Agreement,” the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all Disputes. You and Ostro further agree that arbitrable Disputes include but are not limited to issues arising out of or relating to the interpretation, applicability, enforceability, formation, or performance of this Arbitration Agreement, including, but not limited to, any claim that all or any part of these terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or timing of any administrative or arbitrator fees.
WAIVER OF RIGHTS INCLUDING JURY TRIAL.
THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE ANY DISPUTE, AND THAT RIGHTS TO DISCOVERY AND APPEALS MAY BE LIMITED IN ARBITRATION. THE PARTIES FURTHER UNDERSTAND THAT THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION IN SOME INSTANCES.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THESE TERMS AND ARBITRATION AGREEMENT, YOU AND OSTRO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
CLASS ARBITRATION AND COLLECTIVE RELIEF WAIVER.
YOU AND OSTRO ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, AND EXCEPT AS PROVIDED HEREIN BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER REPRESENTATIVE ACTION (INCLUDING, WITHOUT LIMITATION, ANY PRIVATE ATTORNEY GENERAL ACTION), AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM; NOTWITHSTANDING THIS ACKNOWLEDGEMENT, YOU AGREE THAT ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF OSTRO PROVIDES ITS CONSENT TO CONSOLIDATE IT IN WRITING.
With the exception of the paragraph titled “Class Arbitration and Collective Relief Waiver” and the paragraph titled “Mass Filings,” if any part of this Arbitration Agreement is deemed to be invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision(s) were not contained herein. If, however, the paragraph titled “Class Arbitration and Collective Relief Waiver” and the paragraph titled “Mass Filings,” are found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Ostro shall be entitled to arbitrate the dispute in question.
This provision does not prevent you or Ostro from participating in a class-wide settlement of claims.
Arbitration Rules. Except as modified by this Arbitration Agreement, JAMS will administer the arbitration in accordance with, as applicable, the JAMS Comprehensive Arbitration Rules and Procedures, Streamlined Arbitration Rules & Procedures, Mass Arbitration Procedures and Guidelines in effect at the time any demand for arbitration is filed with JAMS, excluding any rules or procedures governing or permitting class or representative actions. The applicable JAMS rules and procedures are available at https://www.jamsadr.com/adr-rules-procedures/.
Except where prohibited by applicable law, the arbitrator shall apply the law of the state of Delaware without giving effect to any law that would result in the applicable of the law of any other jurisdiction. You and Ostro agree that dispositive motions will be allowed in the arbitration.
If the amount in controversy is less than $10,000, then the arbitration will be conducted solely on the basis of written materials that you and Ostro submit to the arbitrator, unless (i) the arbitrator determines that a hearing is necessary; (ii) applicable law requires otherwise; or (iii) the parties agree otherwise. If the amount in controversy exceeds $10,000, either party may request (or the arbitrator may determine) to hold a hearing.
Arbitration Demand. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this Arbitration Agreement and to the Terms of Use. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements.
Arbitration Fees. Each party is responsible for its own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
The parties agree that JAMS has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under JAMS’ Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.
Arbitration Location. The arbitration proceedings will presumptively be held via video- or telephone-conference unless (A) the arbitrator determines there is good cause to hold an in-person hearing or (B) the parties agree otherwise. Except as otherwise provided in the paragraph titled “Mass Filings” or unless you and Ostro agree otherwise, in the event there is an in-person proceeding: if you live in the United States, any in-person proceedings will take place in the county of your primary residence or, if no arbitrator is available in that county, then at the closest arbitration location available in the state or if you live outside the United States, to the extent permissible in your country, any in-person proceedings will take place in Wilmington, Delaware.
Mass Filings. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to JAMS (or another arbitration provider selected in accordance with the provisions set forth herein if JAMS is unavailable) against Ostro within reasonably close temporal proximity (“Mass Filing”), the parties agree, subject to the provisions of this “Mass Filings” paragraph: (A) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (B) to designate one arbitrator for all demands in each batch; (C) to accept applicable fees, including, without limitation, any related fee reduction determined by JAMS (or another arbitration provider selected in accordance with the provisions set forth herein if JAMS is unavailable if JAMS is unavailable) in its discretion; (D) that fees associated with a demand for arbitration included in a Mass Filing, including, without limitation, fees owed by Ostro and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (E) that the staged process of batched proceedings, with each set including 100 demands proceeding through filing, processing and adjudication, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. If your demand for arbitration is included in the Mass Filing, any statute of limitation applicable to your claims will remain tolled until your demand for arbitration is decided, withdrawn, or settled.
Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable JAMS rules and procedures for such selection, and shall be subject to any rights to strike an arbitrator provided under applicable state law if the rights granted by law exceed those provided for in the JAMS rules. In accordance with applicable law and to the extent an in-person proceeding is deemed necessary by the arbitrator or mutual party agreement, the arbitrator will determine the location where the proceedings will be conducted.
You agree to cooperate in good faith with Ostro and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including, without limitation, the payment of combined reduced fees, set by JAMS in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. For example, if the number of cases filed makes batches of 100 cases too small for the prompt resolution of all filed claims, you and Ostro agree that JAMS may increase or decrease the batch size, transfer a case between batches, or proceed with adjudication of more than one (but no greater than five) batches at a time as determined in the reasoned discretion of the JAMS procedural arbitrator, following the input of the parties. Any and all disagreements between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a JAMS procedural arbitrator.
This “Batching” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of JAMS’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind.
The results of the first completely adjudicated batch of demands in a Mass Filing will be given to a JAMS mediator selected from a group of five mediators proposed by a JAMS, with Ostro and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators. The highest collectively ranked mediator will be selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. Ostro, the remaining claimants, and their counsel, and the mediator will then have 90 days (the “Mediation Period”) from the date the results are provided to the mediator to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period and cannot agree on a methodology for resolving them through further arbitrations, either Ostro or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither Ostro nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.
Arbitrator’s Authority and Arbitration Award. The arbitrator shall be empowered under this Arbitration Agreement to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the arbitration provider’s rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with this Arbitration Agreement or the Informal Dispute Resolution Process.
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 will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the Terms of Use, including but not limited to the paragraphs titled “Class Arbitration and Collective Relief Waiver” and “Limitation of Liability Regarding the Services” as to the types and the amount of damages or other relief for which a party may be held liable.
Except for decisions in arbitrations that are joined together in a single batch, no arbitration award or decision will have any preclusive effect, except to preclude the same or similar claims and issues addressed by the award from being re-arbitrated between the same parties. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.
Exceptions to Informal Dispute Resolution and Arbitration Agreement. Notwithstanding the parties’ agreement to resolve all disputes through the Informal Dispute Resolution process and, if necessary, binding arbitration:
30-Day Right to Opt-Out. You have the right to opt-out and not be bound by the Arbitration Agreement by sending written notice, signed by you, of your decision to opt-out to the following address: legal@ostrohealth.com. The notice must be sent within 30 days of August 1, 2025 or your first use of the Services, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of the Arbitration Agreement. If you opt-out of the arbitration provisions, Ostro also will not be bound by them.
If you opt out of the Arbitration Agreement, you may exercise your right to a trial by judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, you will not be opting out of any other provisions of this Terms of Use and you agree to be bound by all other provisions of these terms, which shall remain in effect as allowable by law.
Changes to this Arbitration Agreement. Ostro will provide 30 days’ notice of the date of any material changes to this Arbitration Agreement. Changes will become effective on the 30th day and apply to all claims not yet filed, regardless of when they accrued. If you consent to these terms on or before the 30th day or continue to use the Services after the 30th day, you agree that any unfiled claims of which Ostro does not have actual notice under the Informal Dispute Resolution process are subject to the revised clause. If Ostro changes this Arbitration Agreement after the date you first accepted it (or accepted any subsequent changes to the agreement), you agree that your continued use of the Services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out of this Arbitration Agreement by emailing an opt-out notice to legal@ostrohealth.com before the 30-day period expires.
9. Class Action Waiver
YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND OSTRO THAT IS NOT SUBJECT TO ARBITRATION FOR ANY REASON MAY ONLY BE PURSUED BY YOU ON AN INDIVIDUAL BASIS, AND YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
10. Jury Trial Waiver
IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND OSTRO AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND OSTRO UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS OR USE OF THE SERVICES.
11. SMS/Text Messages
Ostro utilizes SMS/text messages to provide users of the Services with the opportunity to receive informational or transactional messages and communications relating to the Services, as well as other communications to which you may specifically consent (collectively “Services Communications”). Services Communications include (i) the ability to conveniently access certain Services (for instance via a personalized link), (ii) progress tracking, (iii) reminders regarding consultations, refills, Navigator conversations, or other services, (iv) logistical communications (e.g., following up to a message you or we have left), and (v) other communications in support of the Services you use or request.
In connection with the Services you may have the opportunity to provide your phone number so that you may receive Services Communications via SMS/text message. By providing your phone number, or your opt-in in the case of the short code program, you consent to being contacted via SMS/text message by or on behalf of Ostro at the number you have provided to receive such Services Communications.
By providing your consent to receive Services Communications via SMS/text message, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by emailing us at legal@ostrohealth.com with “Revoke Electronic Consent” in the subject line. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, email us at legal@ostrohealth.com with contact information and the address for delivery.
By providing your consent, you agree to these Terms of Use (including these SMS/Text Messages terms) and our Privacy Policy. By providing consent, you authorize us to use automated or nonautomated technology to send Services Communications via SMS/text messages to the number associated with your consent. You may opt into receiving Services Communications with marketing content, and consent to receiving marketing texts is not a condition of purchase.
By consenting to receive Services Communications via SMS/text messages, you represent that you are 18 years of age or older and understand the obligations and agree to the terms set forth in these SMS Terms and the Terms of Use. You further represent that you are the subscriber to the relevant phone number or that you are the customary user of that number on a family or business plan and for which you are authorized to opt into the Services Communications.
SMS/text messages that are Services Communications may be sent using automated or nonautomated technology. With respect to such SMS/text message communications, (a) message and data rates may apply for any messages sent to you from us and to us from you; (b) if you have any questions about your text plan or data plan, it is best to contact your wireless provider; (c) message frequency may vary (but for the SMS short code program, you will receive one return message per text); and (d) neither carriers nor we are liable for delayed or undelivered messages. If you are experiencing issues with any text messaging program or service that is part of the Services please reply with the keyword HELP for further assistance, or you can receive help directly at privacy@ostrohealth.com. To stop receiving text messages text a reply to us with the word STOP. Texting STOP to one phone number will opt you out of further SMS/text messages from that specific phone number. You must separately opt out of each number from which you’ve provided us with consent to receive Services Communications. We may confirm your opt out by text message. For the short code program, we will confirm your opt-out by text message. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the service that most recently sent you a message or respond to your STOP message by texting you a request to identify services you wish to stop.
Please note that by withdrawing your consent some Services may no longer be available to you. Keep in mind that if you stop receiving text messages from us you may not receive important and helpful information and reminders about your services. Please refer to our Privacy Policy for further information about how we use your phone number, as well as information on how you may stop receiving communications and choices you may make about how we use and disclose your phone number and other information.
We reserve the right to modify these SMS Terms, or any part thereof, or add or remove terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Your continued enrollment in the Services Communications shall be deemed to constitute acceptance by you of such modifications, additions, or deletions.
12. Consent to Receive Calls and Other Communications
In connection with the Services you may have the opportunity to provide your phone number or email address, including so that you may interact with Navigators and/or other aspects of the Services via phone call, email, chat, or other communication you and we designate. By providing your contact information, you are agreeing to be contacted by or on behalf of Ostro using the contact information that you have provided to receive Services Communications, as such term is defined in the previous section. These Services Communications may be sent using automated or nonautomated technology.If you wish to stop receiving Services Communications, please follow the instructions included in the applicable communication. Please note that by withdrawing your consent some Services may no longer be available to you. Please refer to our Privacy Policy for further information about how we use your phone number, email address, and other communication information, as well as information on how you may stop receiving communications and choices you may make about how we use and disclose your information.
13. Electronic Communications
When you use the Services, or send e-mails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. We may contact you by telephone, text or chat message, mail, or e-mail to verify your information. We may request further information from you and you agree to provide such further information to ensure that you have not fraudulently used the Services. If you do not provide this information in the manner requested within 14 days of the request, or such other time period as communicated to you, we reserve the right to suspend, discontinue, or deny your access to and use of our Services until you provide the information to us as requested.
14. Force Majeure
We will not be deemed to be in breach of these terms or liable for any breach of these Terms of Use or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, malicious government action, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, pandemics, strikes, fire, or other disaster.
15. Indemnification
You agree to indemnify, and hold Ostro and its directors, officers, employees, and agents, and any of our or their affiliates, harmless from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, and suits (no matter whether at law or equity), fees, costs, and attorney’s fees of any kind whatsoever arising directly or indirectly out of or in connection with your (or any person acting on your behalf or for whom you are responsible): (a) misuse of the Services, including Content or Third Party Services available through or in connection therewith; (b) breach of the Terms of Use or our Privacy Policy; (c) provision of content or subject matter to us directly or otherwise through the Services, including User Information; or (d) negligent or wrongful act or omission in connection with the use or misuse of the Services, including Content or Third Party Services available through or in connection therewith, including without limitation, infringement of third party intellectual property rights or privacy rights.
16. Revisions to these Terms of Use; General Provisions
We reserve the right, in our sole discretion, to terminate your access to all or part of these Services, with or without cause, and with or without notice. Except as explicitly set forth in the Dispute Resolution section, in the event that any of the Terms of Use are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect. Our failure to exercise or enforce any of the Terms of Use shall not constitute a waiver of our right to exercise or enforce the Terms of Use as to the same or another instance. These Terms of Use constitute the entire agreement between us and you pertaining to the subject matter hereof. In our sole discretion, we may from time-to-time revise these Terms of Use by updating this posting, including the “Last Revised” date at the top of these Terms of Use. You should, therefore, periodically visit this page to review the current Terms of Use, so you are aware of any such revisions to which you are bound. Except as expressly stated herein, your continued use of the Services after revisions to these Terms of Use shall constitute your agreement to the revised Terms of Use. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within these Services. You agree that we may assign the Terms of Use to any other entity of our choosing, with or without notice to you. You may not assign the Terms of Use to any other party for any reason without our prior written consent. You agree that, except as otherwise expressly provided in these Terms of Use, there shall be no third-party beneficiaries to these Terms of Use.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. This statute of limitations provision does not apply to residents of New Jersey.
Any provision or section of these Terms of Service which by law or its nature should survive termination of your account, your access to the Services, the availability of the Services, or these Terms of Use, shall survive termination including, without limitation, Sections 1, 7 through 10, 15 and 16.
The Terms of Use and the relationship between you and us shall be governed by the laws of the State of Delaware without regard to conflict of law provisions.
We may give notice by any means of communication reasonably anticipated to notify you of the information provided. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. By way of example only, such communication may be a general notice via the Services or via email to the email address listed on your account (if any). It is your obligation to update your account information so that we may contact you as may be necessary. Such notice shall be deemed to have been given 48 hours after dispatch. If physical notice (e.g., US Mail) is used, then such notice shall be deemed to have been given 7 days after dispatch.
17. Ethical Conduct
We pride ourselves on ethically empowering people like you to navigate their health. If you see or suspect any unethical or illegal activity of any kind in connection with the Services we would appreciate it if you would report it to us immediately so that we may promptly investigate. Please contact us at compliance@ostrohealth.com.
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