Myelin Healthcare Participation Agreement

Last updated: January 14, 2024

Please read this Agreement carefully.

This Myelin Healthcare Participation Agreement (the "Agreement") is a binding agreement between you and Myelin Healthcare, Inc. and its affiliates ("Myelin," "we", "us", or "our") regarding your access to and use of the Myelin Healthcare web and mobile application (together with associated products and services, the "Site"). This Agreement consists of the terms and conditions below, and incorporates the Myelin Privacy Notice ("Privacy Notice").

By accessing (including by automated means) or registering for the Site, you accept this Agreement and represent that you are at least 18 years old and have authority to bind yourself or the company you represent to this Agreement.

For purposes of this Agreement, "Tasks" mean any service or task that we request or you perform on or through the Site. Tasks may include interacting with products or services that include generative artificial intelligence (“Generative AI”). Completing Tasks may involve voice or text conversations. YOU WILL NOT RECEIVE COMPENSATION OR REIMBURSEMENT FOR DATA OR USAGE FEES ASSOCIATED WITH ACCESSING THE SERVICES OR PERFORMING A TASK. 

  1. Registration.

    1. Registration. When you register for the Site, you must provide complete and accurate information and ensure that such information (as well as any additional information we may require to, among other things, verify your identity and credentials) is complete, accurate, and up-to-date at all times.

    2. Eligibility. Some of our tasks may only be completed by individuals possessing specific licenses or credentials. You will only be eligible to perform such tasks after we have verified that you possess such license/credential in good standing.

    3. Your Site Account. You may not sign up for multiple accounts to register for the Site. The name associated with your Site account must not suggest any affiliation with us or any other person or entity without their authorization.

    4. Passwords and Account Use. You are solely responsible for maintaining the secrecy and security of your password, and any use or action taken under your account. If your password is compromised, you must change your password. You may not permit any other person or entity to request or perform Tasks using your account. If you believe there is an error or unauthorized transaction or activity associated with your account, contact us immediately.

  2. Your Use of the Site.

    1. You agree that: (i) you will interact with us in a professional and courteous manner, and provide reasonably requested information in connection with your performance of Tasks; (ii) you will use your human intelligence and independent judgment to perform Tasks in a competent and workmanlike manner; (iii) you will not use robots, scripts, or other automated methods as a substitute for your human intelligence or independent judgment to perform Tasks; (iv) you will supply complete and accurate information for all Tasks you perform; (v) the Tasks you perform may be rejected for good cause and any payment obligations owing to you will be canceled if rejected.

    2. Any work product from Tasks you perform for us is a "work made for hire" for our benefit, and you (i) agree that all ownership rights, including all intellectual property rights, will vest with us immediately upon your performance of those Tasks, and (ii) waive all moral or other proprietary rights that you may have in that work product. To the extent any ownership rights do not vest in us under applicable law, you hereby assign or exclusively grant (without the right to any compensation) all right, title, and interest, including all intellectual property rights, in that work product to us.

    3. Independent Contractor. You perform Tasks in your personal capacity as an independent contractor and not as our employee. You agree that: (i) you are responsible for and will comply with all applicable laws and registration requirements, including those applicable to independent contractors and maximum working hours regulations; (ii) this Agreement does not create an association, joint venture, partnership, franchise, or employer/employee relationship between you and us or our affiliates; (iii) you will not represent yourself as an employee or agent of us or our affiliates; (iv) you will not be entitled to any of the benefits that we may make available to our employees, such as vacation pay, sick leave, and insurance programs, including group health insurance or retirement benefits; and (v) you are not eligible to recover worker's compensation benefits in the event of injury. Neither we nor any of our affiliates has any duty or obligation in respect of Tasks other than those expressly set forth in this Agreement.

    4. Feedback; Materials You Post or Provide. We may implement mechanisms allowing us and others to track your performance of Tasks and rate your performance, and we reserve the right to collect and analyze that feedback related to you; such analysis may result in more or fewer Tasks presented to you. 

  3. Payment Terms. We may use one or more third parties to process payments, disbursements, and related transactions on the Site (all such payment options collectively, the "Payment Processing Service"). 

    1. Selection of Disbursement Schedule. You are required to select a payment disbursement schedule in your account and specify the form of the payment disbursement therein (e.g., U.S. bank account, gift card, or other payment disbursement method that we may specify in the future and may update from time to time without notice). Payments will be transferred in accordance with such selected payment disbursement schedule.

    2. Authorizations. You authorize us, and third-party service providers or agents acting on our behalf, to hold, receive, and disburse funds in accordance with your payment instructions. Your authorization permits us to (i) debit or credit your ACH-enabled bank account (including by generating a paper draft or an electronic funds transfer) or if selected, a gift card; (ii) evidence the amount due to or due from you in your account; our records shall be conclusive evidence of amount; (iii) transfer, disburse, or process other payment transactions associated with Tasks; (iv) settle payment for any fees that may be charged under this Agreement; and (v) make, directly or through third parties, inquiries to validate information that you provide to us. If there is an error in the processing of any transaction described above, you authorize us to debit or credit your ACH-enabled bank account and evidence such action in your account to correct the error. If we are unable to collect amounts owed to us for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other ACH-enabled bank account or payment instrument that you have on file with us. Your authorizations will remain in full force and effect as long as any amounts under this Participation Agreement are due to or from us.

    3. Limitations. Your account may be subject to certain transaction limits, which may affect your ability to complete Tasks. Any limits may be modified at any time. These limits may be affected by several factors, including, without limitation, our assessment of the risk associated with your account, the amount of pending or potential chargebacks, the information you provide, our ability to verify your account information, and requirements of law. In addition to account limits, we may restrict transactions to or from your account or limit access to funds in your account in an amount and for a period of time we deem necessary to protect us or others if (a) we are subject to financial risk; (b) you have violated any term of this Agreement; (c) you have pending chargebacks or you may have chargebacks; (d) any dispute exists involving your account, or Tasks requested or performed in connection with your account; (e) needed to protect the security of our systems; (f) we suspect any unauthorized, fraudulent, suspicious, abusive, or unlawful activities; or (g) required by law or court order or if otherwise requested by law enforcement or any governmental entity. 

    4. Taxes. You agree that it is your responsibility to determine any and all taxes and duties, including without limitation, sales, use, transfer, value added, and other taxes or duties assessed, incurred or required to be collected, or paid for any reason in connection with any request for, or performance of Tasks, or your use of the Site, or otherwise in connection with any action, inaction or omission of you or any affiliate of yours, or any of your or their respective employees, agents, contractors or representatives ("Taxes") and to collect, withhold, report, and remit correct Taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes. WE MAY WITHHOLD AND REPORT ON PAYMENTS TO YOU TO TAXING AUTHORITIES. YOU AGREE THAT WE ARE NOT OBLIGATED TO DETERMINE WHETHER TAXES APPLY AND WE ARE NOT RESPONSIBLE TO COLLECT OR REMIT ANY TAXES ARISING FROM ANY TRANSACTION.

  4. Compliance. In connection with your use of the Site, you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you. You represent and warrant that neither you nor your financial institution(s) are subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the U.S. Department of Treasury's Specially Designated Nationals List and Foreign Sanctions Evaders List, and the U.S. Department of Commerce's Entity List), the European Union or its member states, or other applicable government authority. We reserve the right to monitor or investigate any Tasks, Submissions, transaction, activity, or content associated with the Site or your account, and take any action that we deem appropriate.

  5. Use of Information; Publicity and Confidentiality.

    1. Our Use of Information. By visiting or registering for the Site, you authorize the collection, use, and disclosure of information in accordance with the Privacy Notice. In addition, we may share certain information about you to our service providers to facilitate the service relationship and improve the Site, including, for example, your credentials.

    2. Your Use of Information. You may only use information or other data acquired from your use of the Site solely as necessary to use the Site and for no other purpose.

    3. Confidentiality and No Publicity. The information you receive from the Site is not known to the general public and is thus Confidential Information. You agree that (i) all Confidential Information will remain our exclusive property, (ii) you will use Confidential Information only as is necessary for your participation on the Site, and (iii) you will not otherwise disclose Confidential Information to any other person. Unless you have received our express written permission, you may not issue any press release, blog post, social media commentary, or other public statement related to Myelinor your use of the Site.

  6. No Warranties. THE SITE, THE TASKS, AND THE PERFORMANCE OF THE TASKS ARE PROVIDED ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT USE OF THE SITE, THE TASKS, AND THE PERFORMANCE OF THE TASKS ARE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, THE TASKS, OR THE PERFORMANCE OF THE TASKS. AND DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (B) ANY WARRANTY THAT THE SITE, THE TASKS, OR THE PERFORMANCE OF THE TASKS WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY; OR (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

  7. Indemnification. You will indemnify, defend and hold us and our affiliates (and their respective officers, directors, employees, directors, agents and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (ii) any Tasks you perform, including any actual or alleged infringement or misappropriation of third-party rights by any of those Tasks; or (iii) your wrongful or improper use of the Site.

  8. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE PERFORMANCE OF THE TASKS, OR TRANSACTIONS THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE TASKS, THE PERFORMANCE OF THE TASKS, OR TRANSACTIONS THROUGH THE SITE, EXCEED THE TOTAL AMOUNT OF FEES EARNED BY YOU IN CONNECTION WITH YOUR PERFORMANCE OF TASKS DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

  9. Applicable Law; Disputes. You agree that any dispute relating in any way to this Agreement, the Tasks, or the Performance and Results of the Tasks will be resolved by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law and the laws of the state of California, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us.
    There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
    To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, CSC, 251 Little Falls Drive, Wilmington, DE 19808-1674 USA. The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.  You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in Santa Clara County, California. or at another mutually agreed location.
    We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
    Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights.

  10. Termination; Access Restriction. We may terminate this Agreement, terminate or suspend your account and access to the Site, or remove any Task listings immediately without notice for any reason. Upon any termination or suspension of this Agreement, your right to use the Site will cease, and you will not be able to retrieve any information related to your account. If we terminate this Agreement, then your account balance, less any amounts you owe us (including an amount determined by us to be adequate to cover chargebacks, refunds, adjustments, or other offsets we are entitled to take in connection with your account), may be withdrawn if all withdrawal-related authentication requirements have been fulfilled. However, if we terminate this Agreement for cause, your remaining account balance (if any) may be forfeited.

  11. General Provisions.

    1. Entire Agreement. This Agreement is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement, including when submitted by you in any order, invoice, bill, receipt, acceptance, confirmation, correspondence or other document.

    2. Modifications to the Site and this Agreement. We may modify, suspend or discontinue the Site, in whole or in part, at any time without notice. We may modify this Agreement in the future by posting the modified terms on the Site. Continued use of the Site will constitute your acceptance of the modified terms.

    3. Assignment. You may not assign or transfer any rights, obligations or privileges that you have under this Agreement without our prior written consent. We may assign this Agreement, in whole or in part, at any time without notice. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns. Any assignment or transfer in violation of this section will be deemed null and void.

    4. Severability; Interpreting the Terms. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. The word "including" will be interpreted without limitation when used in this Agreement.

    5. No Waiver. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of that provision nor limit our right to enforce that provision at a later time. All waivers by us must be in writing and signed by us to be effective.

    6. Notices. All notices relating to this Agreement will be sent to you by e-mail, text message or phone call, or will be posted on the Site. You consent to us sending you e-mails, or contacting you via phone call or text message to the number you provide to us for any matter related to your engagement with us. E-mail notices or notices posted on the Site are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received when sent.