PLATFORM TERMS OF SERVICE

Effective Date: 4/13/2026

EMERGENCY AND CRISIS NOTICE: DO NOT USE THE PLATFORM FOR EMERGENCIES OR URGENT SITUATIONS. The Platform is not an emergency service and is not designed for real-time monitoring or rapid response. If you believe you or someone else may be in danger, call 911 (or your local emergency number) or 988 (U.S. Suicide & Crisis Lifeline) immediately and seek in-person assistance.

These Platform Terms of Service (“Terms”) govern your use of the website (www.littleotterhealth.com) and related virtual care platform (“Platform”) provided by Little Otter, Inc. (“Little Otter”, “we”, “us” or “our”). These Terms are a binding legal agreement between you and Little Otter.

Please read these Terms carefully. By clicking “I accept,” “I agree,” or similar when the option is presented to you, or by accessing or using the Platform, you agree to these Terms. If you do not agree to these Terms, you are not allowed to use the Platform.

If you create or manage an account for another person, you represent that you have legal authority to do so and you agree to use the Platform only for that person’s benefit.

MANDATORY ARBITRATION NOTICE: Section 12 of these Terms contains a mandatory arbitration provision that requires the use of arbitration on an individual basis to resolve disputes. This means that you and Little Otter are each giving up rights to bring claims against each other in court or in class actions of any kind. 

WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS: While there are important points throughout these Terms, please note that the warranty disclaimers and limitations on our liability are explained in Section 10.

1. Important Notices and General Terms

Key Definitions. For purposes of these Terms: (a) “Patient” means the individual who receives clinical services from a Provider; (b) “Account Owner” means the individual who creates and controls a User Account (including for their own use and, where permitted, for the benefit of another person); and (c) “Minor Patient” means a Patient who is a minor and who receives services and/or participates in visits through an Account Owner’s User Account as an authorized user/patient.

PLATFORM SERVICES; CLINICAL SERVICES PROVIDED BY PROVIDERS. Little Otter operates the Platform and provides technology, administrative, and support services (such as account tools, scheduling, communications features, and customer support). Clinical services are provided by licensed clinicians and/or professional entities that use the Platform or otherwise contract with Little Otter (collectively, “Providers”). Little Otter does not practice medicine or therapy, and clinical care decisions are made by Providers. Providers may require you to review and accept additional terms, policies, and consents (including telehealth informed consent and the Provider’s Notice of Privacy Practices) before providing clinical services.

Informational Materials Only. The Platform may make available general educational information. Except for communications you receive directly from a Provider, any such information is for general informational purposes only and is not clinical advice and is not a substitute for professional diagnosis or treatment. Do not disregard, avoid, or delay obtaining in-person care because of information available through the Platform. Communications you receive directly from a Provider are provided by the Provider and not by Little Otter. 

Matching and Connection to Providers; No Guaranteed Outcome. We do not guarantee that you will be connected with a particular Provider or within a particular time, that a Provider will be available in your location, or that a Provider will choose to accept you as a patient. Healthcare outcomes depend on many factors outside of the Platform’s control, and we do not guarantee any clinical results. You may choose to discontinue working with a Provider and request to be connected with a different Provider through the Platform, subject to availability and applicable requirements. Any matching, routing, or connection functionality is administrative and does not constitute clinical advice or a recommendation regarding diagnosis, treatment, or any particular Provider.

Insurance and Benefits Information; No Guarantee. The Platform may display or provide information regarding insurance eligibility, network status, benefits, coverage, copay/coinsurance, deductibles, out-of-pocket estimates, or reimbursement (collectively, “Benefits Information”). Benefits Information is provided for convenience and may be based on information received from you, your plan, or third parties. Benefits Information is not a guarantee of coverage or payment. Coverage and payment are determined solely by your health plan and subject to plan terms, medical necessity, coding, billing practices, and other requirements. You are responsible for confirming coverage and benefits directly with your health plan. Some services may be offered through an employer, school district program, grant, or other sponsor, which may affect cost-sharing or payment responsibilities. You remain responsible for any amounts not covered or paid by the applicable sponsor or health plan, as described at the time of service.

Availability. Provider availability and service offerings vary by state and are subject to licensure and other requirements. Not all services are available in all locations. Little Otter is based in the United States, and the Platform is intended for use only by persons located in the United States. We do not represent that the Platform is accessible or appropriate outside the United States. If you access the Platform from outside the United States, you do so at your own risk and are responsible for compliance with applicable laws (including export laws, where applicable). 

Privacy; HIPAA. Our Privacy Policy explains how we collect, use, and disclose personal information in connection with the Platform. Clinical services are provided by Providers, who are HIPAA covered entities (or part of a covered entity) and who create and maintain the designated record set (as defined by HIPAA) for clinical services. In connection with the Platform and clinical services, Little Otter may receive, maintain, use, and disclose Protected Health Information (“PHI”) on behalf of Providers as a “business associate” (as defined under HIPAA) and only as permitted by HIPAA, applicable agreements (including business associate agreements), and applicable law. The applicable Provider’s Notice of Privacy Practices (“NPP”) explains how the Provider uses and discloses PHI for treatment, payment, and healthcare operations and describes your rights with respect to PHI. You can access the applicable NPP here.

Access to Information; Confidentiality. Access to information relating to a Patient, including appointment information, messages, questionnaires, and other information made available through the Platform, may be subject to applicable law and Provider policies. If an Account Owner manages an account for another person, the Account Owner’s access to information about that Patient may be limited by law, the Provider’s NPP, and clinical judgment. In some circumstances, minors may have legal rights to consent to certain services and/or to confidentiality for certain information. Do not assume that all information will be available to an Account Owner in all circumstances.

Safety; Mandatory Reporting. Providers may be required by law to make reports to authorities or take protective actions if there is concern about harm to self or others, abuse or neglect, or as otherwise required by law. You authorize Little Otter and Providers to contact you, emergency contacts, and/or emergency services as reasonably necessary to address safety concerns, verify a patient’s location, and comply with law and clinical obligations.

School Referrals; District Programs. The Platform may support referrals or program access pathways involving schools or school districts (“Districts”). Districts are not Providers and do not control clinical decision-making. Information a District provides (for example, referral information, contact information, and student identifiers) may be subject to District policies and laws applicable to education records (including FERPA). Any sharing of information between a District and Little Otter or Providers may require a separate authorization/consent and/or may be governed by a separate agreement. 

AI and Automated Tools. We may use automated systems and AI-enabled tools to operate, provide, enhance, secure, and improve the Platform and our services (for example, to provide customer support, route and triage requests, detect fraud or security issues, reduce spam and abuse, and develop, test, and improve features). AI-generated outputs may be inaccurate or incomplete. These tools are not healthcare providers and do not provide clinical advice. Do not rely on AI-generated outputs for medical decisions, emergencies, or urgent situations or for decisions about insurance coverage, payment, or eligibility. We may review interactions and outputs to maintain quality, comply with law, and improve our services, consistent with our Privacy Policy and, where applicable, our HIPAA obligations.

Support. If you contact Little Otter for Platform support, you authorize Little Otter to access your account and information reasonably necessary to troubleshoot and respond. Support personnel are not healthcare professionals and do not provide clinical advice. Do not submit emergency or time-sensitive issues through support channels.

Changes to the Platform. The Platform is continually under development. We reserve the right at any time and for any reason to modify, suspend, or discontinue all or portions of the Platform. Where reasonably practicable, we may provide notice of material changes that affect core Platform functionality.  You agree we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform.

Changes to these Terms. Except for the Arbitration Agreement contained in these Terms, we reserve the right to change or modify these Terms at any time. We will post any new version of the Terms on the Platform. You should check the Terms from time to time when you use the Platform to determine if any changes have been made. For material changes, we may require you to provide affirmative acceptance (for example, by checking a box or clicking “I agree”) before you may continue using the Platform. If you continue to use the Platform after we have posted changes to these Terms, you agree to be bound by the modified Terms. If you do not accept the changes, you should immediately stop using the Platform. Disputes will be governed by the version of these Terms in effect at the time the relevant conduct occurred.

2. Platform Eligibility; Accounts for Minor Patients

Eligibility. You must be at least 18 years old and capable of forming a binding contract to create an account (“User Account”) and use the Platform. The Platform is intended for use only by persons located in the United States.

Accounts for Minor Patients; Account Owner. If the services are for a minor, the User Account must be created and controlled by the Account Owner. The Minor Patient may participate in visits and access certain Platform features through the Account Owner’s User Account as an authorized user/patient, but the Minor Patient does not create a separate User Account and is not a party to these Terms.

Authority; Custody; Disputes. By creating or using a User Account for a Minor Patient, you represent and warrant that you have legal authority to (a) agree to these Terms, (b) consent to the Minor Patient’s use of the Platform, and (c) consent to the Minor Patient’s receipt of services from Providers to the extent required by applicable law and Provider policies. You agree to provide documentation of guardianship or custody upon request. If there is a dispute regarding authority, custody, or consent (including between parents/guardians), Little Otter and/or the Providers may restrict or suspend access to the Platform and/or services for the Minor Patient until the dispute is resolved to Little Otter’s and/or the Providers’ satisfaction.

Location. You agree to provide accurate information regarding the physical location of the Minor Patient at the time services are requested or provided, and to update it if it changes. We may require confirmation of location from time to time. If we cannot confirm location when required for a feature or service, we may restrict or suspend access to that feature or service.

3. Registration and User Accounts 

You must create an account (“User Account”) and become a registered user to access certain aspects of the Platform. To register, you must provide Registration Data, including your name, your email address, and other information specified in the registration form. You may change or correct your Registration Data in your account directly through the Platform.

You are responsible for all activities that occur under your User Account regardless of whether you were aware of those activities. You agree to keep your username and password confidential, and you are responsible for changing your password promptly if you think it has been compromised. You also agree to immediately notify us of any unauthorized use of your username, password, or any other breach of security that you become aware of involving or relating to the Platform by emailing us at privacy@hazel.co. 

Each person may maintain only one User Account for their own use. You may not create a User Account for anyone else or access any other person’s User Account, except where the Platform expressly permits you to create or manage an account for another person and you have legal authority to do so (for example, as a parent, legal guardian, conservator, or agent under a valid power of attorney). If you create or manage an account for another person, you represent that you have such legal authority, you agree to use the Platform only for that person’s benefit and as permitted by law, you agree to complete any verification steps we may require, and you are responsible for maintaining the confidentiality of credentials and for activity conducted through the account you control. For Minor Patients, the Account Owner controls the User Account and is responsible for all activity conducted through the account, including the Minor Patient’s participation.

4. Ownership and License to the Platform

Platform Ownership. As between Little Otter and you, Little Otter is the sole and exclusive owner of all right, title and interest in and to the Platform, including all content, features, and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement and look and feel) (the “Platform Content”), and any associated copyrights, patents, or other protected or unprotected intellectual property rights. You are not permitted to reproduce, publish, distribute, modify, reverse engineer, disassemble, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Platform Content except as permitted by these Terms or otherwise by Little Otter expressly in writing. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Platform Content shall be owned solely and exclusively by Little Otter or its licensors, including all intellectual property rights therein. All rights not expressly granted are reserved by us. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

Your License. Subject to these Terms, Little Otter grants you a personal, limited, non-exclusive, non-sublicensable, revocable, and non-transferable right to view, download, access, and use the Platform and Platform Content solely for your personal and non-commercial use and only as permitted under these Terms. No other right, title, or interest in or to the Platform Content is transferred to you, and all rights not expressly granted are reserved by Little Otter or its licensors.

Feedback. We welcome and encourage you to provide us with ideas, concepts, feedback, reviews, suggestions for improvements, know-how, and other information about the Platform (“Feedback”). You may submit Feedback by emailing us at hello@littleotterhealth.com. Please do not include sensitive information (including health information) in Feedback submissions. Feedback may be used to operate, improve, and develop the Platform. You hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, fully sub-licensable (through multiple tiers), and transferable license to reproduce, distribute, perform and display (publicly or otherwise), create derivative works based upon, adapt, modify and otherwise use, analyze and exploit your Feedback, in any format or media now known or hereafter developed, and for any purpose. You acknowledge and agree that, to the extent permitted under applicable laws, rules and regulations, any Feedback provided will be non-confidential and non-proprietary. Little Otter will be entitled to the unrestricted use and dissemination of Feedback (in whole or in part) for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

5. Restrictions on Use

You may use the Platform only for lawful purposes and in accordance with these Terms. You agree not to, and not to attempt to:

• Violate any applicable law or regulation, including export control laws.
• Misrepresent yourself or misuse accounts, including providing false, misleading, or inaccurate information or impersonating any person or entity.
• Use the Platform for unauthorized or commercial purposes, or for the benefit of any third party, except as expressly permitted by Little Otter.
• Use the Platform to build, train, or improve a competing product or service, including by extracting or compiling Platform content or data for that purpose.
• Access the Platform improperly (including attempting to access any content, data, systems, servers, or accounts you are not authorized to access, or forging any packet header or other identifying information).
• Disrupt, compromise, or interfere with the Platform or others, including probing, scanning, or testing vulnerabilities; bypassing security or authentication; introducing malware; or engaging in flooding, spamming, mail bombing, or crashing.
• Scrape or extract data, including using any manual or automated means (bots, spiders, scrapers, or similar tools) to harvest, monitor, copy, or collect information or content from the Platform without Little Otter’s consent, including for use on third-party websites or in any database, compilation, or derivative dataset.
• Post or transmit prohibited content, including content that infringes or misappropriates intellectual property or privacy rights; is unlawful, fraudulent, deceptive, defamatory, obscene, or threatening; promotes harassment, hate, or violence; promotes illegal or harmful activities or substances; or exploits or harms minors.
• Reverse engineer or misuse the Platform, including reverse engineering, decompiling, disassembling, attempting to derive source code, or selling, sublicensing, distributing, or otherwise commercially exploiting or making available the Platform, except as expressly permitted.
• Circumvent branding or legal notices, including framing the Platform or using any trademark or logo without prior written consent, or removing, deleting, altering, or obscuring proprietary notices.
• Encourage or enable any other person to do any of the foregoing.

Little Otter is not obligated to monitor your use of the Platform, but we may do so to ensure compliance with these Terms and to respond to law enforcement or other government requests where required.

Little Otter may take appropriate action for illegal or unauthorized use of the Platform, including suspending or terminating access and, where appropriate, referring matters to law enforcement. We may also take actions we reasonably believe are necessary to protect the Platform, users, or the public, or to comply with applicable law. Nothing in this section limits any rights you may have under applicable law.

6. Computer Equipment and Internet Access

You are responsible for the devices, software, and internet connection you use to access the Platform and for maintaining reasonable security measures on those systems. We are not responsible for access issues caused by your device, browser, settings, or internet service provider. You are responsible for any charges from your internet or mobile provider.

7. Communication Preferences and Electronic Notices and Signatures

Communication Preferences and Consent. Little Otter may contact you by phone call, voicemail, email, and text message (SMS/MMS) at the contact information you provide in connection with your account and use of the Platform. Text messages may be sent for administrative and service-related purposes, including account verification, security notices, appointment scheduling and reminders, intake and onboarding instructions, billing and payment notices, care coordination and service updates, and customer support communications (the “Messaging Use Case”). Message frequency varies and may include recurring messages related to appointments and account activity. Message and data rates may apply. For customer support, contact us at hello@littleotterhealth.com or 415-449-2813. Text HELP for help. Text STOP to cancel/opt out. After you text STOP, you may receive one additional message confirming your opt-out. Opting out of text messages does not opt you out of other permitted communications (such as email or phone calls), and carriers are not liable for any delayed or undelivered messages. For information about how we collect, use, and disclose personal information, see our Privacy Policy (linked in Section 1 above).

We may contact you by phone, text message (SMS or otherwise), or email with information related to your account and use of the Platform (for example, login, scheduling, administrative notices). By creating an account and providing your phone number, you consent to receive calls and text messages at the mobile phone number you provide. You may incur data, call-time or messaging charges from your communication providers in connection with communications from Little Otter. You can opt out of receiving certain communications from us by following the instructions contained in the communication or by contacting us at.

Communications for Minor Patients. Unless expressly indicated otherwise on the Platform, administrative and account-related communications (including appointment confirmations, reminders, and billing notices) will be sent to the Account Owner using the contact information on file. You are responsible for securing access to phones, email accounts, and devices. Some communications may reveal that services are being sought or received.

You acknowledge that certain electronic communications (such as standard email or SMS) may be unencrypted and may carry risk that message contents, including information about your health, could be accessed by an unauthorized person. You further acknowledge and agree that Little Otter cannot guarantee the security and confidentiality of the unencrypted communications sent to you and is not responsible for any unauthorized access that occurs during or after the transmission of the communications to you. Little Otter does not control communications that a Provider sends to you outside the Platform.

Electronic Notices. You agree that we may provide notices and communications to you electronically (for example, through the Platform, by email, or by SMS) and that electronic notices satisfy any legal requirement that such communications be in writing.

Electronic Signatures; Consent to Electronic Records. You agree that your electronic actions (such as clicking “I agree,” “Submit,” or similar) may constitute your electronic signature and assent. Where we are required by law to provide information to you in writing and we provide that information electronically, you consent to receive and retain such records electronically. You may request a paper copy of a record by contacting us at privacy@hazel.co, and we may charge a reasonable fee where permitted by law. You may withdraw your consent to electronic records by contacting us at privacy@hazel.co; however, withdrawal of consent may limit your ability to use certain Platform features. To access and retain electronic records, you will need: (i) a device with internet access; (ii) a current web browser; (iii) an active email address; and (iv) sufficient storage or the ability to print records. 

8. Third-Party Content and Third-Party Services

The Platform may make available content, data, or materials provided by third parties (“Third-Party Content”) and may include links or features operated by third parties (“Third-Party Services”). Little Otter does not control Third-Party Content or Third-Party Services and does not endorse them. Your use of Third-Party Content and Third-Party Services is at your own risk and may be subject to the third party’s terms and policies (including privacy policies). Little Otter is not responsible for loss or damage arising from Third-Party Content, Third-Party Services, or your dealings with third parties.

9. Suspension and Termination

We may suspend or terminate any of the rights granted by these Terms and your access to and use of the Platform, including if we reasonably believe: (a) you have violated these Terms; (b) your use creates risk of harm, legal exposure, or security risk to the Platform, users, Providers, or others; or (c) suspension or termination is required to comply with law or requests from regulators or law enforcement. Where reasonably practicable, we may provide notice of a suspension or termination. We may suspend or terminate without notice where (in our reasonable judgment) notice could compromise security, violate law, or risk harm to the Platform, users, Providers, or the public. You may contact us at privacy@hazel.co if you believe your account was suspended or terminated in error.

If you wish to terminate your User Account, please contact privacy@hazel.co and immediately discontinue your use of the Platform. 

Subject to applicable law, Little Otter may maintain, delete, or destroy Platform communications and materials in accordance with Little Otter’s retention and deletion policies. Providers (or their professional entities) are solely responsible for creating and maintaining clinical records of the services they provide.

The following provisions, and any other provision which by its nature should survive termination, will survive the expiration or termination of these Terms: Ownership and License to Use the Platform; Indemnification; Warranty Disclaimer and Limitation of Liability; Dispute Resolution and Arbitration Agreement; and Miscellaneous Terms.

10. Warranty Disclaimers and Limitation of Liability

NO WARRANTIES. Your use of the Platform is at your sole risk. The Platform is provided “as is” and “as available” without warranty of any kind, whether express or implied. Without limiting the foregoing, Little Otter, its affiliates, and its and their respective directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, principals, agents, predecessors, successors, assigns, accountants, and attorneys (collectively, the “Little Otter Parties”) disclaim any and all warranties with respect to the Platform, including warranties with respect to merchantability, fitness for a particular use or purpose, noninfringement, title, availability, security, operability, condition, quiet enjoyment, value, accuracy of data, freedom from viruses or malware, completeness, timeliness, functionality, reliability, sequencing or speed of delivery or system integration. No advice or information, whether oral or written, obtained from the Little Otter Parties or through the Platform will create any warranty not expressly made in these Terms.

It is your responsibility to evaluate the accuracy, completeness, timeliness, reliability, or usefulness of the Platform. The Little Otter Parties do not guarantee that the Platform will be uninterrupted, secure, or free from error, defect, loss, delay in operation, corruption, cyberattack, viruses, interference, hacking, malware, or other security intrusion, and the Little Otter Parties disclaim any liability relating thereto. You are responsible for your communications and interactions through the Platform. 

Providers (and their professional entities) are responsible for clinical decision-making, clinical documentation, and the clinical services they provide. Little Otter provides the Platform and administrative services and is not responsible for clinical decisions or clinical outcomes.

The Little Otter Parties will not be responsible for any loss or damage that results from your access to or use of the Platform, including, without limitation, any loss or damage to any of your computers, mobile devices, or data. It is your responsibility to back up any information you enter into the Platform.

LIMITATION OF LIABILITY. To the maximum extent permitted by law, in no event will the Little Otter Parties be liable for any incidental, special, exemplary, punitive, consequential, or other indirect category of damages, including damages for loss of revenue, profits, use of data, goodwill, service interruption, computer or mobile damage, or system failure, or the cost of substitute products or applications arising out of or in connection with your use or inability to use the Platform, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not the Little Otter Parties have been informed of the possibility of such damage, even if a limited remedy set forth in these Terms is found to have failed in meeting its essential purpose.

If you are dissatisfied with any portion of the Platform or these Terms, your sole and exclusive remedy is to discontinue using the Platform. 

To the maximum extent permitted by law, the Little Otter Parties’ total aggregate liability to you for all damages, losses, and causes of action arising out of your use of the Platform (whether in contract, tort, or otherwise) will not exceed (a) $500 or (b) if you paid any amounts to Little Otter for Platform-related services, the amounts paid to Little Otter for those Platform-related services in the twelve (12) months preceding the event giving rise to the claim, whichever is greater. This limitation does not apply to liability that cannot be limited under applicable law.

Some jurisdictions do not allow the exclusion of implied warranties or the limitation of certain damages, so some of the above may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless the Little Otter Parties from any and all third-party liabilities, losses, claims, suits, damages, actions, proceedings, settlements, judgments, injuries, obligations, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising out of or in any way connected with: (1) your or any authorized users’ access to or use of the Platform or materials or features available on the Platform; (2) your or any authorized users’ fraud, violation of law, or intentional misconduct; (3) your or any authorized users’ infringement or misappropriation of any third-party right; (4) your or any authorized users’ breach of these Terms; or (5) any other person’s access to or use of your User Account to the extent arising from your failure to maintain the confidentiality of your login credentials or otherwise secure your User Account. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You may not settle or compromise any claim against the Little Otter Parties without our written consent.

12. Dispute Resolution and Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND Little Otter TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM Little Otter. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Little Otter ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

We want to address your concerns without needing a formal legal case, so we have included a tiered dispute resolution process. This Dispute Resolution section may be modified by written agreement between you and Little Otter.

Informal Dispute Resolution. Before filing a claim against Little Otter, you agree to try to resolve the dispute informally by contacting legal@hazel.co. If a dispute is not resolved within thirty (30) days after submission, you may bring a formal proceeding, as outlined below. 

ARBITRATION AGREEMENT

You agree that any disputes that you and we are unable to resolve informally will be settled by binding arbitration, except that you and we each retain 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”). If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this Arbitration Agreement on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in Wilmington, Delaware. All other claims will be arbitrated.

Limited Opt-Out Right. You will also have the right to litigate any dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-out Notice”) by email at legal@hazel.co within thirty (30) days following the date you first accept these Terms, or if you have not registered for an account, then within thirty (30) days following the date you first use our Platform. 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. 

Arbitration Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Dispute Resolution and Arbitration Agreement section. (The AAA Rules are available at https://www.adr.org/Rules.) 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. AAA provides a general form for a Demand for Arbitration and a separate form for Demand for Arbitration for California residents. 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 a reasonable time after delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure. The Arbitration shall be held either: (i) at a location determined by AAA pursuant to the AAA Rules (provided that such location is reasonably convenient for you and does not require travel more than 100 miles from your home or place of business); or (ii) at such other location as may be mutually agreed upon by you and us; or (iii) via videoconference. 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 Warranty Disclaimers and 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. 

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. 

Changes. Notwithstanding anything to the contrary in these Terms, if we change this Dispute Resolution and Arbitration Agreement section after the date you accepted these Terms or access our Platform, you may reject any such change by sending us written notice (including by email to legal@hazel.co) within 30 days of the date such change became effective, as indicated in the “Effective Date” listed at the beginning of these Terms 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 and Arbitration Agreement section as of the date you accepted these Terms or accessed our Platform.

No Class Actions. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

Mass Arbitration. The parties agree that the purpose of this process is to promote efficient and fair resolution of the demands consistent with the AAA Rules and due process. To the extent permitted by applicable law, if 25 or more arbitration demands of a similar nature are filed against Little Otter by or with the assistance of the same law firm or organization, the parties agree to cooperate to administer the demands in randomized batches of up to 100 demands per batch to allow orderly adjudication, with one arbitrator appointed per batch. The arbitration provider will assess filing and administrative fees on a per-batch basis to the extent permitted by its rules. The parties will meet and confer in good faith to streamline discovery and promote efficient resolution.

Limit on Time to Bring Claims. Any claim or cause of action arising out of or related to your use of the Platform or these Terms must be filed within one year after such claim or cause of action arose; otherwise, such claim or cause of action is permanently barred.

13. Miscellaneous Terms

Entire Agreement. These Terms are the entire and exclusive understanding and agreement between Little Otter and you regarding the Platform and other subject matter herein, and supersede and replace any and all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter, excluding any other agreements that you may have entered into with Little Otter.

Governing Law and Venue. These Terms shall be governed by the laws of the State of Delaware without reference to its conflict of laws provisions. You agree that all disputes not subject to the Arbitration Agreement contained in these Terms will be resolved on an individual basis exclusively in federal or state courts located in Wilmington, Delaware. You irrevocably consent to the personal jurisdiction of these courts and waive all objections to the exercise of jurisdiction by these courts and to this venue. However, you agree that Little Otter may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction.

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Notices. Any notices or other communications permitted or required under these Terms, including those regarding modifications to these Terms, will be in writing and given: (i) by Little Otter via email (in each case to the address that you provide); and/or (ii) by posting to the Platform. For notices made by email, the notice will be effective as of the date the notice is first transmitted. You agree that any notice received from Little Otter electronically satisfies any legal requirement that such notice be in writing. You alone are responsible for ensuring that your email address on file with Little Otter is accurate and current, and notice to you shall be deemed effective upon the sending of an email to the address we have on file. You shall give any notice to Little Otter by email to: legal@hazel.co.

No Inadvertent Waiver. The failure of Little Otter to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Little Otter. 

Severability. If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions of these Terms remain in full force, provided that the essential terms and conditions remain valid, binding, and enforceable and the economic and legal substance of the transactions contemplated by these Terms are materially preserved.

Remedies. You agree that any violation, or threatened violation, by you of these Terms may cause us irreparable and unquantifiable harm for which monetary damages would be inadequate. Little Otter shall be entitled to seek injunctive or equitable relief in addition to any other remedies we may have at law or in equity.

No Agency Relationship. Neither these Terms, nor any Platform Content, materials or features of the Platform create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

Headings. The heading references in these Terms are for convenience and shall not be deemed to limit or affect any of the provisions of these Terms.

Notice for California Users. Under California Civil Code Section 1789.3, users of the Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD).

Contact Us. Please feel free to contact us if you have any questions about these Terms and/or any other documents referenced in these Terms. You may contact us by email at legal@hazel.co.

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