Dandi Clinical Patient Agreement

 

Effective Date: April 24, 2024

Updated: April 24, 2024

This Patient Agreement (this “Agreement”) governs your use of the fertility support services (“Services”) provided by Leyla Bilali Registered Professional Nursing Services, PLLC dba Fertility Together (collectively, “Dandi Clinical” “we” or “us”) affiliated with Dandi Fertility, Inc. (“Dandi”). Please read this Agreement carefully before receiving fertility services from Dandi Clinical.

Dandi provides management and technology services to Dandi Clinical, and the Terms of Use and Privacy Policy govern your access to and use of the non-clinical services provided by Dandi. Please read the Terms of Use and Privacy Policy carefully before using Dandi’s non-clinical services.

Please refer to our Notice of Privacy Practices to learn how Dandi Clinical may collect, use, share and protect your Protected Health Information (as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, i.e., “HIPAA”). Our use of the term “Protected Health Information” does not mean that Dandi Clinical is a “Covered Entity” as defined under HIPAA.

By signing this Agreement as either the patient or other person with the ability to consent on behalf of the patient(collectively “you”), you acknowledge to have read, accepted and become legally bound to the terms and conditions set forth below, including in the Virtual Care Services Consent contained herein and the Code of Conduct for Patients as attached. The term “you” shall also mean the patient or recipient of health care services.

1. Medical Care and Emergencies

You understand and acknowledge that Dandi Clinical is not a provider of medical care. Further, Dandi Clinical does not offer advice regarding the quality or suitability of any particular medical treatment or remedy for any medical condition. The decision regarding what type of fertility or medical treatment to seek and receive should be determined solely by you and your physician(s). Dandi Clinical’s virtual care is not a substitute for medical advice and any questions you may have regarding medical care should be directed to your physician(s) and other members of your medical team.

In the event of any medical event or emergency, please immediately consult your medical team, call 911 or go to the nearest emergency room.

2. Updates to the Agreement

Dandi Clinical may, in its sole discretion, without prior notice to you, revise this Agreement at any time. Should this Agreement change materially, Dandi Clinical will update the “Updated” date noted above and post a notice regarding the updated Agreement. If you do not agree with the proposed changes, you should discontinue your use of the Dandi Clinical’s Services before the effective date of the change. If you continue using the Services after the Updated date, you will be bound by the updated Agreement.

3. Permission to Treat

By signing this Agreement, you give permission to Dandi Clinical and its care providers to provide you with virtual or in-person injection support. You also consent to provide Dandi Clinical with all information regarding your prescription and medication instructions. You may withdraw consent at any time by no longer seeking Services from Dandi Clinical.

While Dandi Clinical can be a resource for information, you acknowledge that your prescribing physician is responsible for managing your medical protocol, including, but not limited to: informing you of the risks and benefits of any particular fertility injections or medication; determining your proper dosage and injection scheduling; managing any adverse reaction t a particular medication or injection. Further, you acknowledge that any adverse reaction or medical circumstance that could arise as a result of your injection protocol, should be directed back to your prescribing physician.

4. Your Financial Responsibility

You agree to pay Dandi Clinical all applicable charges and payment responsibility at the prices then in effect for the Services provided to you. You authorize Dandi Clinical and its agents to charge your chosen payment method (your “Payment Method”) for the Services provided to you. If your Payment Method is invalid at the time payment is due, you agree to pay all amounts due upon demand. The third-party services provider who manages your Payment Method may impose terms and conditions on you, which are independent of this Agreement, and you agree to comply with those terms. Dandi Clinical reserves the right to correct any billing errors or mistakes even if payment has already been requested or received.  Payment in full is due when the Services are first delivered. No refunds will be issued if the Services are terminated.

5. Cancelation and Rescheduling Policy

We understand that plans can change. If you need to cancel or reschedule your appointment, please do so at least 24 hours in advance. When you cancel your appointment with more than 24 hours' notice, you will have the option to receive a credit back to your account, which can be used to book an equivalent service, or to reschedule for a more convenient time. Unfortunately, we're unable to offer refunds for canceled appointments. If you cancel within 24 hours of your appointment time or fail to show up, the appointment credit will be forfeited.

6. Services Termination

You may terminate your use of the Services at any time by not using the Services anymore. We may terminate your use of the Services at any time in our reasonable discretion, for causes including but not limited to illegal conduct such as falsifying information, abusive or threatening behavior, and refusal to pay for our Services. We may terminate your use of the Services by sending notice to you at the mail or email address you provided to us or by otherwise contacting you. No refunds will be issued if the Services are terminated.

7. Consent to Electronic Communications

You agree that Dandi Clinical may send the following to you by email or by posting them on our website: legal disclosures; this Agreement, including the Virtual Care Services Consent; future changes to any of the above; and other notices, policies, communications or disclosures and information related to the Services.

By signing this Agreement, you agree that Dandi Clinical may contact you via electronic communications and that these communications may not be secure and could be viewed by unintended persons, and you agree to exchange of communications, to and from Dandi Clinical via these electronic means. You agree to update your contact information to ensure accuracy. 

If you later decide that you do not want to receive certain future communications electronically, please send an email hello@dandifertility.com. Note that you will not be able to opt out of all future communications, such as those related to this Agreement or information about billing.

8. Disclaimers

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, WE AND OUR AFFILIATES, DANDI, CARE PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE’S USE OF OR INABILITY TO USE DANDI CLINICAL SERVICES.

Any general advice that may be posted on our website is for informational purposes only and is not intended to replace or substitute for any medical or other advice. To the maximum extent not prohibited by law, we make no representations or warranties and expressly disclaim any and all liability concerning any treatment, action by, or effect on any person following the general information offered or provided within or through the Services.

We make no representation that the Services are appropriate or available for use outside of the states in which Dandi Clinical markets its services. Those who choose to access and use our Services from outside of the states in which Dandi Clinical markets its services, including outside of the U.S., do so on their own initiative, at their own risk, and are responsible for compliance with applicable laws.

9. Limitation of Liability

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL WE, DANDI CLINICAL, DANDI, AND OUR AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION THOSE RELATING TO LOST PROFITS OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON CONTRACT, WARRANTY, PRODUCT LIABILITY, TORT OR OTHER LEGAL THEORY AND EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

10. Virtual Care Services Consent

Dandi Clinical may provide Services to you using virtual technology when you and the Dandi Clinical care provider are not in the same physical location (the “Virtual Care Services”). You agree to the following terms with respect to use Dandi Clinical’s Virtual Care Services:

You understand that there may be possible risks and limitations of the Virtual Care Services, including that information transmitted virtually may not be sufficient or of too poor of image quality. You understand that in rare circumstances, security protocols could fail, causing a breach of privacy that allows unauthorized persons access to your PHI. 

You agree NOT to use our website or Virtual Care Services using an unsecured public Wi-Fi or other unsecure electronic communication.

You agree NOT to record any audio or visual communication transmitted via our website, including Virtual Care Services, without the express consent of all communicating parties. 

You understand that you are responsible for providing accurate information through our website, including demographics and location information, medical histories and medication use, and keeping all such information current.  You further understand that you are not required to receive Virtual Care Services.

11. Dispute Resolution

Agreement to Arbitrate

You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). You will also have the right to litigate any other Dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-out Notice”) by email at hello@dandifertility.com or by regular mail to Dandi Clinical at 1500 Hudson Street, Apt 10Q, Hoboken, New York 07030 within thirty (30) days following the date you first accept this Agreement, or if you have not registered for an account, then within thirty (30) days following the date you first use our Services. If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide us with an Arbitration Opt-out Notice, will be the state and federal courts located in Oregon and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide us with an Arbitration Opt-out Notice, you acknowledge and agree that you are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless you otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this Agreement to Arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in Oregon. All other claims will be arbitrated. This “Dispute Resolution” section will survive any termination of this Agreement.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you agree with us otherwise, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. 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’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. We will not seek, and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding anything to the contrary in this Agreement, if we change this “Dispute Resolution” section after the date you accepted this Agreement or access our Services, you may reject any such change by sending us written notice (including by email to hello@dandifertility.com) within 30 days of the date such change became effective, as indicated in the “Effective Date” listed at the beginning of this Agreement or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the provisions of this “Dispute Resolution” section as of the date you accepted this Agreement, or accessed our Services.

12. General Provisions

• This Agreement, including the Virtual Care Services Consent, makes up the entire agreement relating to your use of the Services, and supersedes all prior agreements relating to the subject matter hereof.
• We may change, suspend, or discontinue any of the Services at any time. We will try to give you prior notice of any material changes to the Services. We will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
• This Agreement does not confer any third-party beneficiary rights upon anyone other than you. You may not transfer any of your rights or obligations under this Agreement to anyone else without our consent. Dandi Clinical may assign its rights in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise without your consent.
• Once an episode of care has begun or Services have been paid for in full, there is no entitlement to a refund.
• Even after termination, this Agreement will remain in effect such that all terms that by their nature may survive termination will survive such termination.

If you have any questions about this Agreement, please contact hello@dandifertiliy.com.