Connected Care Terms of Care

WHOOP · agreement dated August 5, 2026 · Official agreement

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WHOOP, INCWHOOP Physician Services, PC Terms of Care

WHOOP CONNECTED CARE TERMS OF CARE

Last Updated: August 5, 2026

This WHOOP Connected Care Terms of Care agreement (“Agreement”) covers important information about technology-supported care (“Care”) provided to you by WHOOP Physician Services, P.C. and its affiliated professional corporations (collectively, “Practice” or “us” or “we”) in connection with Practice’s participation in the Centers for Medicare & Medicaid Services Advancing Chronic Care with Effective, Scalable Solutions (ACCESS) Model (“ACCESS Program”). The Care offered by Practice through the ACCESS Program is referred to herein as the “WHOOP Connected Care Program.” Please read this Agreement carefully before receiving Care through the WHOOP Connected Care Program.

PLEASE BE AWARE THAT SECTION 6 (DISPUTE RESOLUTION) BELOW CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND PRACTICE. AMONG OTHER THINGS, SECTION 6 (DISPUTE RESOLUTION) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 6 (DISPUTE RESOLUTION) ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 6 (DISPUTE RESOLUTION) CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN THIRTY (30) DAYS: (I) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER REPRESENTATIVE PROCEEDING OR CLASS-WIDE ARBITRATION AND (II) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

The WHOOP Connected Care Program is only available to individuals in the United States.

How this Agreement Applies to You

“You” and “your” refer to the person receiving Care from Practice. In addition, when receiving Care, you may be subject to any additional terms applicable to such Care (“Supplemental Terms”) that may be provided or made accessible to you from time to time, or presented to you for your acceptance when you sign up for or access the Care (including the Consent to Care). All such terms are hereby incorporated by reference into this Agreement. If the terms of this Agreement are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such Care, but only to the extent of such inconsistency.

By receiving Care in any manner, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement. If you do not accept and agree to be legally bound by this Agreement, you are not authorized to receive Care. Practice may modify this Agreement at any time and such modification will be effective upon providing or making such updates accessible to you. If a change is material, we will also send an email with an updated copy of this Agreement to you at the email address you provided to Practice. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately. By continuing to receive Care after such modification, you are agreeing to be legally bound by the modified Agreement. Practice may require you to provide consent to the updated Agreement in a specified manner before further Care is provided. You may reject the updated Agreement by emailing Practice at support@whoop.com stating your name and the email address you provided to Practice and that you are rejecting the updated Agreement. Such rejection notice must be received within thirty (30) days of the posting of the updated Agreement. If timely notice is received, your receipt of Care shall remain subject to the prior Agreement until your participation in the WHOOP Connected Care Program ends. By continuing to receive Care after such events, you are agreeing to be legally bound by the modified Agreement.

All Care provided under the WHOOP Connected Care Program is provided to you by Practice and the licensed clinicians employed or engaged by Practice, and not by WHOOP, Inc. or its affiliates (collectively, “WHOOP”). WHOOP provides the band, software, and other technology that support Practice’s provision of the Care, but WHOOP does not practice medicine, does not establish a physician-patient relationship with you, and is not responsible for any clinical decisions, advice, or recommendations made in connection with the Care. Practice is independent from WHOOP, and Practice is solely responsible for the professional services that it provides to you.

Your Protected Health Information

Details of how Practice uses and discloses your protected health information are set out in Practice’s Notice of Privacy Practices (https://whoop.com/privacy-practices/).

Technology-Supported Care

Practice will provide Care using artificial intelligence technology (“AI Technology”), which relies upon the band and software provided by WHOOP as tailored and modified by Practice for the WHOOP Connected Care Program. AI Technology is new and evolving. Certain components of AI Technology, including third-party large language models, allow you to submit queries or other prompts, and the AI Technology will generate and return to you content, recommendations, data, or other information (“Output”). You acknowledge and agree that, in addition to the limitations and restrictions set forth in this Agreement, there are numerous limitations that apply with respect to AI Technology and the Output that it generates, including that (i) it may contain errors or misleading information and may not be accurate or reliable; (ii) AI Technology is based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content; (iii) AI Technology can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense; (iv) AI Technology does not have emotions and cannot understand or convey emotions in the way humans can, which can result in Output that lacks the empathy and emotion that humans are able to convey; (v) AI Technology can perpetuate biases that are present in the data used to train it, which can result in Output that is discriminatory or offensive; (vi) AI Technology can struggle with complex tasks that require reasoning, judgment and decision-making; (vii) AI Technology requires large amounts of data to train and generate content, and the data used to train AI Technology may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Output; and (viii) Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal.

YOU ACKNOWLEDGE AND AGREE THAT AI TECHNOLOGY IS NOT A HUMAN AND IS NOT A REPLACEMENT FOR HUMAN INTERACTION AND ADVICE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT PRACTICE DOES NOT GUARANTEE THAT ANY RESPONSES WILL BE HELPFUL OR ACCURATE. GENERATIVE AI TECHNOLOGY IS KNOWN TO HALLUCINATE OR OTHERWISE PROVIDE INCORRECT ANSWERS. YOU UNDERSTAND THAT THIS IS A TOOL AND RESOURCE BUT IS INTENDED ONLY AS A SUPPLEMENT TO YOUR INDEPENDENT CONFIRMATION AND JUDGMENT AND CONSULTATION WITH YOUR REGULAR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER. You will use independent judgment and discretion before relying on or otherwise using Output. Output is for informational purposes only and is not a substitute for advice from a qualified professional.

TO THE EXTENT PERMITTED BY LAW, PRACTICE BEARS NO LIABILITY TO YOU OR ANYONE ELSE ARISING FROM OR RELATING TO YOUR USE OF AI TECHNOLOGY.

Changes to Care

We can always change the Care without notification:

EXCEPT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE CARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND. WE HEREBY DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR AFFILIATES, OUR PARTNERS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (“PRACTICE PARTIES”), MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CARE, INCLUDING BUT NOT LIMITED TO ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY (INCLUDING, WITHOUT LIMITATION, THE AVAILABILITY LEVEL OF THE CARE ON A DAILY OR WEEKLY BASIS).

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PRACTICE PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION CONVEYED TO YOU IN CONNECTION WITH THE CARE OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. FURTHER, THE PRACTICE PARTIES MAKE NO WARRANTY THAT THE CARE WILL BE AVAILABLE ERROR FREE OR THAT THE CARE IS FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR RECEIPT OF THE CARE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS. YOU AGREE THAT YOU RECEIVE THE CARE AT YOUR OWN RISK.

WHILE WE ENDEAVOR TO PROVIDE HIGH QUALITY SUPPORT SERVICES TO OUR PATIENTS, TO THE FULLEST EXTENT PERMITTED BY LAW, PRACTICE DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES REGARDING THE LEVEL OR AVAILABILITY OF SUPPORT SERVICES.

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE PRACTICE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY PRACTICE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE CARE, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (i) THE RECEIPT OR INABILITY TO RECEIVE THE CARE; (ii) ANY DATA OR INFORMATION OBTAINED OR MESSAGES RECEIVED IN CONNECTION WITH THE CARE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH THE CARE; OR (v) ANY OTHER MATTER RELATED TO THE CARE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A PRACTICE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A PRACTICE PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A PRACTICE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PRACTICE PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) $100; OR (ii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A PRACTICE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A PRACTICE PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A PRACTICE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. TO THE FULLEST EXTENT PERMITTED BY LAW, PRACTICE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY INFORMATION THAT YOU PROVIDE OR YOUR COMMUNICATIONS.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PRACTICE AND YOU.

To the extent permitted by law, you agree to hold us and our subsidiaries, affiliates, officers, agents, suppliers, employees, partners and licensors harmless from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) your breach of this Agreement, (ii) your misuse of the Care, or (iii) your violation of applicable laws, rules and regulations. You agree to cooperate with any reasonable requests assisting our defense of such matter.

The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above) and continues in full force and effect while you receive Care.

PLEASE READ THE FOLLOWING SECTION CAREFULLY (“ARBITRATION AGREEMENT”) BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Practice agree that any disagreement, controversy, or claim arising out of or relating in any way to the Care, any communications you receive from Practice or a third party in connection with the Care, or the Agreement and prior versions of the Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you or Practice may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Practice may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that were not noticed at the time you first became subject to this Agreement but that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as disputes that may arise after the termination of this Agreement.

Informal Dispute Resolution. There might be instances when a Dispute arises between you and Practice. If that occurs, Practice is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and Practice agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and Practice agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.

To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to Practice should be sent by email to legalnotices@whoop.com or regular mail to our offices located at One Kenmore Square, #601, Boston, MA 02215. The Notice must include: (i) your name, telephone number, mailing address, and email address you provided to Practice; (ii) the name, telephone number, mailing address and email address of your counsel, if any; and (iii) a description of the Dispute, including the specific relief sought. Practice will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure that your email and regular address are correct and remain up to date. The Notice must be signed by the party initiating the Dispute (i.e., either you personally or a Practice representative).

The Informal Dispute Resolution process lasts forty-five (45) days and is a mandatory precondition to commencing arbitration. The Informal Dispute Resolution Conference, if requested by either party, shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple patients in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.

The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

Waiver of Jury Trial. YOU AND PRACTICE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Practice are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class and Other Non-Individualized Relief. EACH OF PRACTICE AND YOU MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection entitled “Batch Arbitration” below. Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Practice agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the courts designated by the subsection entitled “Governing Law; Venue” below. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Practice from participating in a class-wide or mass settlement of claims.

Rules and Forum. The Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration, and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, or after completion of the Informal Dispute Resolution Conference, if requested, you and Practice agree that either party shall have the right to finally resolve the Dispute through binding arbitration.

The arbitration will be administered by the National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (i) the name, telephone number, mailing address, and email address of the party seeking arbitration, as well as the email address you provided to Practice; (ii) a statement of the legal claims being asserted and the factual bases of those claims; (iii) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (iv) a statement certifying completion of the Informal Dispute Resolution process as described above; and (v) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Practice should be sent by email to legalnotices@whoop.com or regular mail to our offices located at One Kenmore Square, #601, Boston, MA 02215. Practice will provide the Demand to your email or regular address on file. It is your responsibility to keep your contact information up to date.

If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (i) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).

Unless you and Practice otherwise agree, or the Batch Arbitration process discussed in the subsection entitled “Batch Arbitration” below is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”).

You and Practice agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

You and Practice agree that at least fourteen (14) days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.

Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the Commonwealth of Massachusetts and will be selected by the parties from NAM’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under the subsection entitled “Batch Arbitration” below is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.

Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding the subsection entitled “Waiver of Class and Other Non-Individualized Relief” above, including any claim that all or part of that subsection is unenforceable, illegal, void or voidable, or that such subsection has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

Attorneys’ Fees and Costs. Unless fee shifting is specifically authorized by law or by the NAM Rules, the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules.

Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Practice agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Practice by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, a ninety (90)-day period, NAM shall (i) administer the arbitration demands in batches of one hundred (100) Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than one hundred (100) Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (ii) appoint one arbitrator for each batch; and (iii) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.

All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Practice.

You and Practice agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (i) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: legalnotices@whoop.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you provided to Practice, and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out notice will be effective only if you send it yourself, on an individual basis, and opt-out notices from any third-party purporting to act on your behalf will have no effect on your or Practice’s rights. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us that you may agree to in the future.

Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class and Other Non-Individualized Relief” above, if any part or parts of this Arbitration Agreement (other than the subsection entitled “Batch Arbitration”) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if the subsection entitled “Batch Arbitration” above is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts designated by the subsection entitled “Governing Law; Venue” below. You further agree that any Dispute that you have with Practice as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

Modification. You and we agree that Practice retains the right to modify this Arbitration Agreement in the future. Any such changes will be shared via email and you should check for updates regularly. Notwithstanding any provision in this Agreement to the contrary, we agree that if Practice makes any future material change to this Arbitration Agreement, we will notify you. Your continued receipt of Care following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. If you have previously agreed to a version of this Agreement with an arbitration agreement and you did not validly opt out of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Practice will continue to honor any valid opt-outs of the Arbitration Agreement that you made to a prior version of this Agreement.

Governing Law; Venue. This Agreement is governed by the laws of the Commonwealth of Massachusetts, USA, without respect to its conflict of law provisions. To the extent that a Dispute is not covered by any arbitration agreement between you and us, it shall proceed before the state or federal courts located in the City of Boston in the Commonwealth of Massachusetts (except for small claims court actions which may be brought in the county where you reside). We expressly agree to submit to the exclusive personal jurisdiction of those courts.

Limitation on Claims. To the extent permitted by applicable law, any claim or cause of action arising out of or related to your receipt of the Care must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

Assignment. This Agreement, and any rights and licenses granted under this Agreement, may not be transferred or assigned by you without our prior written approval, but may be freely assigned by us. This Agreement will inure to the benefit of our successors and permitted assigns.

Severability. Subject to the subsections entitled “Waiver of Class and Other Non-Individualized Relief” and “Invalidity, Expiration” above, if any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

Non-Waiver. Failure by us to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.

Entire Agreement. Except as expressly agreed by us and you, this Agreement and any other terms presented to you in connection with your receipt of the Care constitute the entire agreement between you and us with respect to the subject matter, and supersede all previous or contemporaneous agreements, whether written or oral, between you and us with respect to the subject matter.

Survival. All sections of this Agreement that, by their nature, should survive termination will survive termination, including, without limitation, the sections entitled “Indemnity,” “Disclaimer of Warranty,” “Limitation of Liability,” “Dispute Resolution,” and “General.”

Choice of Language. It is the express wish of the parties that this Agreement and all related documents be written in English. This Agreement, and any contract between you and us, are only available in the English language.

Electronic Communications. The communications between you and Practice may take place via electronic means, whether you receive Care or send Practice emails, or whether Practice posts notices in connection with the Care or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Practice in an electronic form and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Practice electronically provides to you satisfy any legal requirement that such communications would satisfy if they were written. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

Notice. Where Practice requires that you provide an email address, you are responsible for providing Practice with a valid and current email address. In the event that the email address you provide to Practice is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Practice’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice of any changes to your email address to Practice at support@whoop.com. Such notice shall be deemed given when received by Practice by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

Force Majeure. Practice shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.