Terms of Service

By accessing or using the MDRXResolve platform (the "Platform"), operated by MDRXResolve LLC ("MDRXResolve," "we," "us," or "our"), you agree to be legally bound by these Terms of Service ("Terms") and all policies incorporated herein by reference, including our Privacy Policy and HIPAA Compliance statement.

If you are accepting these Terms on behalf of a company, organization, or other legal entity ("Organization"), you represent and warrant that you have the authority to bind that Organization to these Terms, in which case "you" refers to that Organization. If you do not have such authority, you must not use the Platform.

If you do not agree to these Terms, you may not access or use the Platform.

The Platform is intended for use by healthcare businesses and professionals engaged in good-faith dispute resolution, including:

• Hospitals, health systems, and integrated delivery networks
• Physician groups, independent practice associations, and individual providers
• Managed services organizations (MSOs) and management services agreements parties
• Health plans and insurance carriers
• Law firms and outside counsel representing healthcare clients
• Healthcare employers and employees in employment-related disputes
• Other entities operating within the healthcare industry

By using the Platform, you represent that (a) you are at least 18 years of age; (b) you are using the Platform for legitimate, good-faith business or professional purposes; and (c) your use of the Platform does not violate any applicable law or regulation.

MDRXResolve reserves the right to refuse access to the Platform to any person or entity at its discretion.

MDRXResolve provides a private, technology-assisted mediation platform for resolving healthcare business and employment disputes. Services include, but are not limited to:

• Online dispute intake and filing (form-based and AI-guided)
• Mediator assignment, scheduling, and engagement management
• Secure document upload, storage, and sharing
• Party and participant invitation and management
• Confidential in-platform communications
• Fee administration and payment processing
• AI-assisted dispute analysis and narrative guidance tools

MDRXResolve does not guarantee any particular outcome in any mediation and is not responsible for the decisions of any mediator or party. Mediation is a voluntary, non-binding process unless the parties reach and execute a written settlement agreement.

To access the Platform, you must create an account by providing accurate, current, and complete information. You agree to:

• Maintain the accuracy of your account information and update it promptly if it changes
• Keep your login credentials confidential and not share them with any other person or entity
• Use multi-factor authentication when offered or required
• Be solely responsible for all activity that occurs under your account
• Notify MDRXResolve immediately at onboarding@mdrxresolve.com if you suspect unauthorized access to your account

MDRXResolve will not be liable for any loss arising from your failure to maintain the security of your account credentials.

You are responsible for all content you submit, upload, or transmit through the Platform. You represent and warrant that you have all necessary rights, authorizations, and consents to submit such content, including any PHI. You agree not to:

• Submit false, misleading, fraudulent, or materially inaccurate information in connection with a dispute
• Impersonate any person or entity or misrepresent your affiliation with any organization
• Upload, transmit, or distribute malicious code, malware, ransomware, or any content that interferes with the Platform's operation
• Attempt to gain unauthorized access to any account, data, system, or network component of the Platform
• Use the Platform for any purpose other than good-faith dispute resolution
• Violate any applicable federal, state, or local law or regulation, including HIPAA
• Harass, threaten, or engage in abusive conduct toward any mediator, party, or MDRXResolve personnel
• Reverse engineer, decompile, or attempt to extract the source code of any component of the Platform
• Resell, sublicense, or otherwise commercialize access to the Platform without our express written consent

Mediation proceedings conducted through the Platform are confidential. Under New York law, including N.Y. C.P.L.R. § 4547, communications made in the course of a mediation are not admissible as evidence and may not be disclosed to third parties without the written consent of all parties, except as required by law.

You agree to:

• Maintain the confidentiality of all mediation communications, offers, and proposals
• Not disclose any mediation communication to any third party (including courts, arbitrators, or regulators) without the written consent of all parties or as required by law
• Ensure that your legal counsel, representatives, and agents are bound by the same confidentiality obligations

This confidentiality obligation survives the conclusion or termination of any mediation proceeding.

Mediation fees and Platform service fees are set forth in the engagement documents provided at the time of dispute filing or in a separate written agreement. All fees are due as specified in those documents. By filing a dispute or engaging a mediator through the Platform, you agree to pay all applicable fees.

MDRXResolve reserves the right to modify its fee schedule upon reasonable prior notice. Fee disputes between parties (e.g., apportionment of mediator costs) are subject to the terms of the applicable engagement agreement. Failure to pay fees when due may result in suspension of Platform access.

The Platform and all its components — including software, code, design elements, user interface, content, data models, trademarks, service marks, and logos — are owned by MDRXResolve LLC or its licensors and are protected by applicable intellectual property laws.

MDRXResolve grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for its intended purpose in accordance with these Terms. You may not:

• Reproduce, copy, or distribute any part of the Platform without our written permission
• Modify, adapt, translate, or create derivative works based on the Platform
• Remove or obscure any proprietary notices, trademarks, or branding
• Use any MDRXResolve trademarks, service marks, or logos without our express written consent

You retain ownership of all content and documents you upload to the Platform. By uploading content, you grant MDRXResolve a limited license to store, process, and transmit that content solely as necessary to provide the services described in these Terms and any applicable BAA.

Your use of the Platform is subject to our Privacy Policy, which is incorporated into these Terms by reference. If your organization qualifies as a Covered Entity under HIPAA and you intend to submit PHI through the Platform, you must execute a Business Associate Agreement with MDRXResolve LLC before doing so. The Platform includes a BAA signing workflow; dispute filing is blocked until a current BAA is in place.

You are responsible for ensuring that any PHI you submit through the Platform is submitted in accordance with HIPAA and all other applicable laws. MDRXResolve will process PHI only in accordance with the applicable BAA and our HIPAA Compliance statement.

The Platform may contain links to or integrations with third-party websites, services, or resources. MDRXResolve does not control and is not responsible for the content, privacy practices, or availability of any third-party service. Your use of any third-party service is at your own risk and subject to that third party's own terms and privacy policies.

MDRXResolve may suspend or terminate your access to the Platform at any time, with or without cause, upon reasonable notice where practicable. Grounds for termination include, without limitation, violation of these Terms, non-payment of fees, fraudulent activity, or conduct that threatens the integrity, security, or availability of the Platform.

You may terminate your account at any time by contacting us at onboarding@mdrxresolve.com. Upon termination, your right to access the Platform ceases immediately. Sections of these Terms that by their nature should survive termination — including Sections 7 (Mediation Confidentiality), 9 (Intellectual Property), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Indemnification), 16 (Mandatory Arbitration), and 17 (Governing Law) — will survive.

The following disclaimer applies to the maximum extent permitted by applicable law.

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MDRXRESOLVE DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

MDRXRESOLVE DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY DEFECTS WILL BE CORRECTED; (C) THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

NO MEDIATOR EMPLOYED OR ENGAGED BY MDRXRESOLVE IS AN AGENT, EMPLOYEE, OR REPRESENTATIVE OF MDRXRESOLVE FOR ANY PURPOSE, AND MDRXRESOLVE IS NOT RESPONSIBLE FOR ANY MEDIATOR'S ACTS, OMISSIONS, OR DECISIONS.

The following limitation applies to the maximum extent permitted by applicable law.

TO THE FULLEST EXTENT PERMITTED BY LAW, MDRXRESOLVE LLC AND ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES — ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF MDRXRESOLVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL MDRXRESOLVE'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO MDRXRESOLVE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00 USD).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the fullest extent permitted by law.

You agree to indemnify, defend, and hold harmless MDRXResolve LLC and its members, officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of or access to the Platform
• Your violation of these Terms or any applicable law or regulation
• Your violation of any third-party right, including any intellectual property right, privacy right, or contractual right
• Any content or PHI you submit to the Platform
• Any dispute between you and another party to a mediation

MDRXResolve reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You agree not to settle any such matter without MDRXResolve's prior written consent.

Binding Arbitration

Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the relationship between you and MDRXResolve — including any question of the existence, validity, or termination of these Terms — shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, as amended from time to time. The arbitration shall be conducted in New York, New York, before a single arbitrator.

The arbitrator's decision shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator shall have authority to award any remedy that a court could award, except that the arbitrator may not award relief inconsistent with these Terms.

The costs of the arbitration, including filing fees and arbitrator fees, shall be allocated in accordance with the AAA's Commercial Arbitration Rules, except that MDRXResolve will pay your reasonable AAA filing fees where required by applicable law.

Class Action Waiver

YOU AND MDRXRESOLVE EACH WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING.

Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to protect intellectual property rights or to prevent irreparable harm pending arbitration. Nothing in this section shall limit MDRXResolve's right to pursue collection of fees owed through any available legal process.

Opt-Out

You may opt out of this arbitration agreement by sending written notice to onboarding@mdrxresolve.com within 30 days of first creating your account. Your notice must include your full name, email address, and a clear statement that you are opting out of arbitration. If you opt out, disputes will be subject to the jurisdiction provisions in Section 17.

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles or provisions that would cause the laws of another jurisdiction to apply.

Subject to the arbitration agreement in Section 16, and for any dispute not subject to arbitration (including requests for injunctive or equitable relief), you irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York.

MDRXResolve may revise these Terms from time to time. Material changes will be communicated by email to the address associated with your account and by a prominent notice on the Platform at least 30 days before the revised Terms take effect. If you continue to use the Platform after the effective date of a revision, you accept the revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Platform and close your account.

These Terms, together with our Privacy Policy, HIPAA Compliance statement, and any executed Business Associate Agreement, constitute the entire agreement between you and MDRXResolve LLC regarding the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings.

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

MDRXResolve's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

For questions about these Terms, to report a violation, or for general inquiries: