Terms and Conditions

By signing the contract you are agreeing to the following terms and and conditions as set forth below:

You do not require supervision to provide therapy or other Provider Services.
You understand that you will not be a Total Life Inc. employee, but an independent contractor provider who provides services through the platform.
You confirm that there has been no adverse legal action taken against you as an individual, or your company/group practice.
You confirm that you do not have any disciplinary actions on my records.
You confirm that you are a Licensed Clinical Social Worker or a Licensed Psychologist and your license is in good standing.

Total Life Inc. (“we”, “us”, “our”, the “Company”) owns and operates an online platform through which counseling, coaching, consulting, professional advice and any other information are provided (collectively, the “Provider Services”). Provider Services are administered and accessible to Users via multiple websites, mobile applications, and other means (collectively, the “Platform”). The Company includes its affiliated companies, and the shareholders, directors, officers, employees, consultants, contractors, subcontractors, agents, advisors, assignees and successors.

The following are the terms and conditions (the “Provider Agreement”) for the access and use of the Platform.

A Provider (“you” or “your”) is any therapist, consultant, practitioner, professional, expert, coach, therapist, advisor, or any other person who registers to provide Provider Services, through the use of the Platform, to any other person or persons (the “User” or “Users”). The Platform through its applications and websites, may be provided or be accessible via multiple websites, devices, operating systems, and other means, whether owned and/or operated by us or by third parties, including, without limitation, the website www.TotalLife.com.

As a Provider, you agree to the credentialing process and will accept financial responsibility for the credentialing process if you do not participate in the network for at least one year (up to $300).

By accessing or using the Platform, you agree that you have read and agree to all terms in this Provider Agreement. Upon your acceptance of the terms of this Agreement, you agree that you have been advised of and understand the potential risks, consequences, and benefits of administering Provider Services using the Platform. If you do not agree to all of the terms of this Agreement, do not access or use the Platform.

Use of the Platform

You will not (a) reproduce, modify, make derivative works of, reverse engineer, decompile, or disassemble the Platform or materials found on the Platform, (b) modify copyright or other proprietary rights notices of Company or its licensors in or accompanying the Platform, (c) make the Platform available in any manner to any third party for use in the third party’s business operations, (d) access or use (or permit third parties to access or use) the Platform in order to build or support any products or services competitive with the Platform, or (e) inaccurately or falsely represent yourself to the Company.

You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) are not listed on any U.S. Government list of prohibited or restricted parties.

We reserve exclusive rights to modify the features and functionality of the Platform as determined solely by us and such modifications are subject to change or termination without notice.

Total Life Inc. has the absolute and unmitigated authority to cease referrals of Users to you at any time in our sole discretion.

While we have no intention of monitoring activity (including but not limited to dates of service and asynchronous messages) between Therapists and clients, we need to retain the right to do so in the event that an investigation or legal proceeding requires monitoring of activity of either or both Therapists and/or clients as this allows Total Life Inc. to ensure the safety of clients.

You agree that you are neither our employee nor agent nor representative of the Company and this agreement does not create an employee/employer relationship between you and Total Life Inc.

By agreeing to this Provider Agreement you are also agreeing to the terms of the Platform Privacy Policy available at https://totallife.com/privacy (the “Privacy Policy”). For purposes of the Privacy Policy, you are a User and the same terms of the Privacy Policy that would apply to any User also apply to you. The Privacy Policy is incorporated into and deemed a part of this Provider Agreement. We reserve exclusive rights to modify the Privacy Policy as determined solely by us and such modifications are subject to change without notice.

Disclaimers and Limitation of Liability

You acknowledge and agree that the Platform is being provided for use “as is” and on an “as available” basis without warranty of any kind, express, implied, or statutory, and therefore you will not have any plea, claim, or demand towards us in relation to the Platform’s Users, members, properties, limitations or compatibility with your needs. You shall not have any plea, claim or demand against us in respect to any services you decide to provide in connection with the use of the Platform. To the fullest extent of the law, we expressly disclaim all warranties of any kind, whether expressed or implied.

Registration, providing Provider Services and any use of the Platform is being made at your sole and entire risk, without warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, compatibility, security, or accuracy.

Total Life Inc. does not guarantee any referrals of Users and makes no representations regarding the volume or number of interactions you will have with Users.

We expressly disclaim all warranties for information posted or transmitted by the Platform’s Users and or members. You will bear all the risks associated with the uploading and transmitting of material and utilizing the Platform including reliance on its accuracy, reliability, or legality. We will not be deemed the provider or recipient of any services acquired through the Platform. You provide Provider Services at your sole and entire risk. Under no circumstances will we be held liable to you for any indirect, incidental, consequential, special, punitive or exemplary damages, including but not limited to loss of business, revenue, profits, use, data, or other economic advantage.

You acknowledge and agree that we disclaim any liability in relation to any claim, suit or action brought by a User in connection with provision of any Provider Services by you, including but not limited to representations by you as to your qualifications and advice provided through the Platform. The Provider agrees to indemnify and hold us harmless in connection with any such claim and any damages or expenses arising therefrom.

You will be solely responsible for any agreements you choose to make with a User. We will not be responsible or liable in any way for any agreement made between yourself and a User or for enforcing any such agreement, including but not limited to any agreements in relation to usage of the Platform in any way other than offered and suggested as the Provider Service on the Platform. Any agreement you choose to engage in with a User is at your sole responsibility and entire risk.

You acknowledge that you will be solely responsible and liable for any damages to any User to whom you provide services and to any User who suffers damages arising from or connected to such services that you provided to that User. In the event of a dispute regarding any interaction conducted through the Platform, you hereby release us from all manner of actions, claims or demands, and from any and all losses (direct, indirect, incidental, or consequential), damages, costs or expenses, including but not limited to, court costs and attorney’s fees, which you may have against one or more of the above.

We shall not be liable to you or to any third party for any indirect, incidental, consequential, special, punitive or exemplary damages. Our aggregate liability for damages arising with respect to this agreement and any and all use of the Platform will not exceed the total amount of money paid by you or to you through the Platform for your Provider Services in the 3 months period prior to the date of the claim.

We explicitly disclaim any liability with respect to any claim, suit, or action made by a User. You agree to indemnify, defend and hold us harmless with respect to any such claim. If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.

This section (disclaimers and limitation of liability) shall survive the termination or expiration of this Agreement.

Representations and Warranties

You hereby confirm that you are at least 18 years of age and that you are legally able to enter into a contract.

You hereby confirm and agree that all the information that you provided in or through the Platform, and the information that you will provide in or through the Platform in the future, is accurate, true, current, and complete. Furthermore, you agree that during the term of this Agreement you will make sure to maintain and update this information so it will continue to be accurate, current, and complete.

You will not provide any Provider Services or advice to any User unless you are a licensed professional in good standing in the relevant field of expertise abiding by all relevant laws, rules, and regulations, including but not limited to rules of ethics and professional responsibility.

At all times you will provide correct and accurate representation of your skills, degrees, qualifications, background and other information, whether this information is provided to us, to the User, and on any form submitted to or presented on the Platform. You will also provide the same correct and accurate representation of your skills, degrees, qualifications, background and other information to the users, including but not limited to, in any kind of communication or providing Provider

Services to Users.

You will maintain and update all such information throughout the term of this Provider Agreement to ensure it is true, accurate, current, and complete.

You will not mislead Users to believe that you can provide a service which is outside your field of licensed expertise and will not misrepresent yourself or create any misleading name or listing.

You agree to not perform any Provider Services and or other services or offer any advice in any jurisdiction where you are not authorized or licensed or in good standing to do so.

You agree to maintain your skills, qualifications, eligibility, and other information and requirements, including maintaining your status in good standing as a licensed professional in any jurisdiction, as may be required by that jurisdiction.

We may review your personal profile and amend any grammatical, stylistic, typing or spelling errors. It is at our discretion to verify or examine the truthfulness or accuracy of the details in your personal profile, credentials, qualifications, or any of your postings or transmissions. However, we may, in our absolute discretion, remove or refuse to post or transmit any content uploaded by you that we deem inappropriate or in violation of this Provider Agreement. Notwithstanding the above, we reserve the right to remove any content for any reason at our sole discretion.

You allow Total Life to list your details including photo, name, licenses and bio on the Platform, on print or digital marketing materials and on third party marketing websites.

You represent and warrant that you maintain and will continue to maintain adequate insurance if such insurance is required by any applicable laws or regulations which apply to the provision of Provider Services, including, but not limited to, applicable professional liability insurance.

Provider’s Conduct

When using the Platform for the purposes of Provider Services or using the Platform for a purpose related to Provider Services, you must exercise a reasonable standard of care, including confidentiality obligations, at least equivalent to a traditional in-person interaction with a User as mandated by your profession and regulatory agencies. For example, sessions should not be conducted from a vehicle or in a setting (whether public or private) where any other beings are present, including children or pets.

You will not discuss the specifics and logistics of the Total Life Inc. Platform or your interactions within the Platform, including, but not limited to, payment terms and mechanisms, without express written approval from Total Life Inc.

You will not provide to Users any services other than Provider Services.

You will not provide to Users any services which may not be lawfully or ethically rendered or provided through the Platform according to the laws, regulations and ethics that apply in your jurisdiction.

You will not diagnose, treat, test, advise, counsel, recommend a course of treatment, or otherwise provide or perform any services that require an in-person meeting with a User or examination of a User.

You acknowledge and agree to inform Users that the Provider Services, advice and or information that you provide to a User, are not in any way to be considered a substitute for an in-person interaction between the User and yourself or any other professional.

You will not provide Provider Services for any Users presenting with an emergency. For emergency matters and issues you agree to instruct the User to immediately call 911 or their local emergency assistance number. Furthermore, if you believe a User is in danger, you will call 911.

Regardless of your professional and educational training, you agree to never engage in the practice of medicine through the Platform, including, without exception, prescribing or dispensing any medications. You further acknowledge that interactions with Users via the Platform do not and will not constitute a physician/patient relationship.

You may only use the Platform for the purpose of Provider Services or any task directly related to Provider Services. You may not use this Platform to solicit any illegal or unethical activity or other activity which infringes our rights or the rights of others. This includes promoting other legitimate business activities or selling any products whatsoever, regardless of the legality of the products.

You agree to not use the Platform to solicit clients for any counseling outside of the Platform unless absolutely clinically necessary. If you interact with a client outside the Platform (i.e. via FaceTime, Skype, phone, email, in person, etc.) and it is not clinically necessary or appropriate, Total Life Inc. may charge you a fee of $250 for soliciting clients. This charge may be deducted from payments owed to you by Total Life Inc.. Clinical necessity or appropriateness is determined at the sole discretion of the Total Life Inc. clinical team.

You agree to use the Platform as intended and not collect additional fees from Users for services rendered associated with the Platform. For clarity, you agree that you will not request Users’ payment information in connection with collecting a payment for any reason, including a no-show fee, for any services rendering through or associated with the Platform.

Any fees related to external assessments that are conducted outside the Platform, whether or not there are fees associated with such tool are expressly not required by Users to receive services on the Platform. The assumption of fees associated with use of such external assessment tools are at the Users’ sole discretion and not sanctioned or enforced by Total Life Inc.

You agree to provide coordination of community-based services by a professional or team to provide people the quality mental health care that is customized accordingly to an individual’s setbacks or persistent challenges and aid them to their recovery. This can include, but is not limited to, a Therapist communicating with and coordinating care with other support figures, such as doctors, social workers, case workers in social service.

You agree to indemnify, defend and hold Total Life Inc. harmless against any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys’ fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against Total Life Inc., to the extent that such claim, suit, action or other proceeding is based on or arises from: (a) any breach of any representation, warranty, covenant or agreement to be performed by you according to this Provider Agreement; (b) Your provision of the Provider Services to any third party, regardless of whether or not they are Users of the Platform service; or (c) any materials that you have posted to or through the Platform and/or any content exchanged between you and Users.

You agree to be bound by any and all applicable local, state, federal or international law, statute, ordinance, rule, regulation or ethical code in relation to the use of the Platform and to your relationship and interactions with the Users and with Total Life Inc. You further agree and commit not to engage in conduct that is harmful, unethical, fraudulent, deceptive, or offensive.

You agree to undergo any credentialing, licensure verification, and/or professional ongoing monitoring by Total Life Inc. or a third party organization facilitated by Total Life Inc.

Provider Account and Responsibilities

You agree, confirm and acknowledge that you are responsible for maintaining your password, confirm and acknowledge that we will not be liable for any loss or damage incurred as a result of someone else using your account, either with or without your consent and/or knowledge. Further, you agree that you are solely and fully liable and responsible for all activities that are made by using your Account Access. You further acknowledge and agree that we will hold you liable and responsible for any damage or confidentiality of your password and any other security information related to your account (collectively “Account Access”). We advise you to change your password frequently and to take extra care in safeguarding your password.

You agree to notify us immediately of any unauthorized use of your Account Access or any other concern for breach of your account security.

Loss incurred as a result of the use of your Account Access by any person whether authorized by you or not, and you agree to indemnify us for any such damage or loss.

You agree and commit not to use the account or Account Access of any other person for any reason.

You attest that your use of the Platform, including the Provider Services, are made directly by you and that you are not using neither the Platform nor the Provider Services for or on behalf of any other person or organization.

You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt any of our systems, services, servers, networks or infrastructure, or any of the Platform’s systems, services, servers, networks or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.

You agree and commit not to make any use of the Platform for the posting, sending or delivering of either of the following: (a) unsolicited email and/or advertisement or promotion of goods and services; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist or potentially harmful content, including that sexual in nature; (d) any content that infringes on a third party right or intellectual property; (e) any content that may cause damage to a third party; (f) any content which may constitute, cause or encourage a criminal action or violate any applicable law.

If you receive any file from us or from a User, whether through the Platform or not, you agree to check and scan this file for any virus or malicious software prior to opening or using this file.

You will indemnify us, defend us, and hold us harmless from and against any and all claims, losses, causes of action, demands, liabilities, costs or expenses (including, but not limited to, litigation and reasonable attorneys’ fees and expenses) arising out of or relating to any of the following: (a) your access to or use of the Platform; (b) any actions made with your account or Account Access whether by you or by someone else; (c) your violation of any of the provisions of this Agreement; (d) non-payment for any of the services (including Provider Services) which were provided through the Platform; (e) your violation of any third party rights, including, without limitation, any intellectual property rights, publicity, confidentiality, property or privacy right. This clause shall survive expiration or termination of this Agreement.

Modifications, Termination, Interruption and Disruptions to the Platform

We may modify, suspend, disrupt or discontinue your access to the Platform, any part of the Platform, or the use of the Platform, whether to all Users or to you specifically, at any time with or without notice to you.

You agree and acknowledge that we will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions. For the removal of any doubt, we may terminate or prevent your use of the Platform and any services provided through the Platform (including but not limited to Provider Services) at our sole discretion for any reason and for any period of time.

While we make commercially reasonable efforts to ensure the Platform’s reliability and accessibility, you understand and agree that no platform can be 100% reliable and accessible and so we cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.

Fees and Payments

You will be paid for the provision of the Provider Services to Users as outlined in the Provider Manual as determined solely by us. The fees paid to Providers outlined in the Provider Manual and listed here in the Provider Service Agreement Florida may be changed at our sole discretion.

You are solely responsible for reporting and paying any applicable tax (income or otherwise) related to your use of the Platform.

Any payment disputes or claims should be submitted within 30 days of discovery of any mistake.

If applicable, you agree to exclusively receive payment for the Providers Services via direct deposit through Stripe Connect and agree to Terms of Service of Stripe Connect. If Stripe is not applicable to you, you agree to receive payment through alternate means including but not limited to our banking partners Mercury and SVB. Alternatively, if you receive direct deposits from CMS for the Therapist Services, you agree to an automatic debit by Total Life for the fees owed to the Platform as outlined in the Provider Manual and signed on the debit authorization form.

Notices

We may provide notices or other communications to you regarding this agreement or any aspect of the Platform, by email to the email address that we have on record, by regular mail or by posting it online. The date of receipt shall be deemed the date on which such notice is given. Notices sent to us must be delivered by email to [email protected].

Advertising

You agree the information that you provide in or through the Platform may be used and/or provided to third parties and third-party websites for the purpose of promoting the Provider Services.

Important notes about our Agreement

Nothing in this Agreement shall be construed as making either party a partner, joint venture, agent, legal representative, employer, or employee of the other.

This Agreement and our relationship with you shall both be interpreted solely in accordance with the laws of the State of Delaware excluding any rules governing choice of laws.

You irrevocably agree that the exclusive venue for any action or proceeding arising out of relating to this Agreement or our relationship with you, regardless of theory, shall be the U.S. District Court for the state of Delaware, or the state courts located in Delaware. You irrevocably consent to the personal jurisdiction of the aforementioned courts and hereby waive any objection to the exercise of jurisdiction by the aforementioned courts.

THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND US. YOU CONFIRM THAT YOU HAVE NOT RELIED UPON ANY PROMISES OR REPRESENTATIONS BY US EXCEPT AS SET FORTH IN THIS AGREEMENT.

We may change this Agreement by posting modifications on the Platform. Unless otherwise specified by us, all modifications shall be effective upon posting. Therefore, you are encouraged to check the terms of this Agreement frequently. By using the Platform after the changes become effective, you agree to be bound by such changes to the Agreement. If you do not agree to the changes, you must terminate access to the Platform and participation in its services. Total Life Inc. agrees to reasonably assist in your transition off the Platform should you so desire.

We may freely transfer or assign this Agreement or any of its obligations hereunder.

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

To clear any doubt, all clauses regarding limitations of liabilities and indemnification shall survive the termination or expiration of this Agreement.

These Total Life Provider Terms and Conditions (“Terms”) govern Total Life Providers’ (“You” or “Your”) use of the Total Life online platform and any related application programming interface (“Platform”) made available by Total Life Inc. (“Total Life”, “We”, “Our”, or “Us”) for the provision of clinical services to Total Life patients. These Terms describe your rights and responsibilities as a user of the Platform to provide Provider Services for Total Life patients.

PLEASE READ THESE TERMS CAREFULLY.
BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS.

1. Provider Services

A Total Life Provider (“Provider”) is an individual licensed to perform certain clinical services, including without limitation, therapy, care management and other clinical and non-clinical services that may be added to the platform from time to time (“Provider Services”) for Total Life patients through the Platform. Total Life and Provider have entered into an agreement for the Provider Services and Provider acknowledges and agrees that abiding by these Terms is a condition of providing the Provider Services to Total Life.

2. Total Life Platform

a) License.
Subject to the restrictions set forth in these Terms, Total Life grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Platform in connection with the Provider Services. You may use the Platform, subject to these Terms, solely for the provision of Provider Services.

b) Account.
Once You create a Total Life account on the Platform (“Total Life Account”), You will be considered a “User”. You should be the sole User of your Total Life Account. You are fully responsible and liable for Your compliance with these Terms and any unauthorized use of your Total Life Account. You are solely responsible for Your account information and any data that You provide to us in connection with Your account (“Account Data”). You agree that You own or have the necessary rights, permissions and consents to all of Your Account Data and that use of the Account Data does not infringe, misappropriate or violate any third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws, rules or regulations. You agree to grant us a worldwide, non-exclusive license to access, use, export, process, copy, distribute, perform and display the Account Data in accordance with these Terms including to provide, maintain and support the Provider Services, to prevent or respond to security issues, to provide support or respond to technical issues, as required by law, as permitted by these Terms and as permitted by Your instructions. You are responsible for safeguarding Your account login credentials. You are also responsible for all of the activity within Your account, whether or not You authorized that activity. We will not be responsible for any damages, losses or liability if credentials or any account is not kept confidential by You, or information provided by an unauthorized third party logging into and accessing the Platform. You should immediately notify us of any unauthorized access to or use of Your account. We may review activity in connection with the Platform for compliance purposes, but we have no obligation to do so. We aren’t responsible for the content of any Account Data or the way You use the Platform to transmit, store or process any Account Data. If we believe, however, that there is a violation of these Terms, we may suspend or block the Platform or take any steps that we determine necessary, including with respect to Account Data, if we believe there is or may be a violation of any laws, rules or regulations or a risk of harm to us, the Platform, any patient, other users or any third party.

c) Communications.
By accessing or using the Platform, You consent to the use of Your Account Data to contact You via email, text message (SMS) or other electronic means in connection with the provision of the Provider Services.
You agree that we can provide notices regarding the Provider Services and/or any services provided by Total Life to You through the Platform (including Your account), or by mailing notice to the email address identified in Your account. Notices may include notifications about Your account, changes to the Provider Services, or other information we are required to provide to You. You also agree that electronic delivery of a notice has the same legal effect as if we provided You with a physical copy. We will consider a notice to have been received by You within twenty-four (24) hours of the time a notice is either posted to the Platform or emailed to You. You also authorize us to provide notices to You via text (SMS) message to allow us to verify Your control over Your account and to provide You with notices about Your account and/or Your interactions with patients. Standard text or data charges may apply to such notices. Where offered, You may disable text message notifications by responding to any such message with “STOP”, or by following instructions provided in the message. However, by disabling text messaging, You may be disabling important features of the Platform and You therefore assume any risk of such disablement.

d) Use of Platform.
You may only use the Platform in compliance with applicable federal, state, local and international laws, rules and regulations. You agree that we have the right to investigate violations of these Terms and may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

In using the Platform, you should refrain from any abusive, dangerous, or threatening behavior. We reserve the right to immediately suspend, block and/or terminate Your access to or use of the Platform, if in our sole discretion, such behavior is exhibited.

As a condition of Your access to or use of the Platform, You agree to:
i. Comply with the Terms;
ii. Comply with all applicable laws, rules and regulations;
iii. Upload and use only Account Data which You own or to which You have obtained all required rights, waivers, permissions and consents and in accordance with all applicable laws, rules and regulations;
iv. Prevent unauthorized access to or use of the Platform and keep passwords and all other login information to You account secure and confidential;
v. Promptly notify us if You become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving Your account, including any theft, loss, unauthorized access to, disclosure, or use of any login information or account; and
vi. Comply with all terms applicable to any third party products and services, including any that You elect to use along with the Platform, if any.

Further, as a condition of Your access to or use of the Platform, You will not:
i. Perform Provider Services outside of the United States or Use the Platform in a country that (i) is subject to a U.S. Government embargo; (ii) has been designated by the U.S. Government as a State Sponsor of Terrorism; and/or is listed on any Government list of prohibited or restricted parties;
ii. Attempt to reverse engineer, decompile, disable, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity or performance of the Platform, or sublicense or resell the Platform;
iii. Attempt to gain unauthorized access to all or a portion of the Platform, the networks or systems related to the Platform, or any data contained therein;
iv. Interfere with another’s use of the Platform;
v. Permit access to the Platform by any third party;
vi. Rent, lease, lend, or grant a security interest in the Platform to any third party;
vii. Disclose any user IDs, passwords, API keys or other similar access credentials to any third party;
viii. Modify, copy or make derivative works based on the Platform;
ix. Upload to, or transmit from, the Platform, any data, file, software, or link that contains or redirects to a worm, virus, Trojan horse or other harmful code or a technology that unlawfully accesses or downloads content or information stored within the Platform;
x. Violate any applicable law, rules or regulations, the privacy rights of any third party or use the Platform to store or transmit any information that may infringe upon or misappropriate any third party intellectual property rights;
xi. Post, upload, share or distribute any content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
xii. Impersonate any person or entity or misrepresent Your affiliation with any person or entity;
xiii. Prove, scan, or test the vulnerability of any of our systems or networks, breach any security or authentication measures, or attempt to gain unauthorized access to the Platform, systems or networks including to circumvent any software, security protections or monitoring of the Platform.
xiv. Obtain or attempt to obtain personal information, or collect, or record any information about users of the Platform;
xv. Use the Platform except for Your provision of Provider Services;
xvi. Use the Platform in any manner that may harm any person or entity;
xvii. Engage in activity that incites or encourages violence or hatred, or that discriminates;
xviii. Access or use the Platform in order to build a similar or competitive product or service;
xix. Without Total Life’s prior written consent, publish, disclose to any third party, or otherwise disseminate any benchmarking or other test results or similar data or reports, or other information, opinions, or results generated in connection with Your use of the Platform, including any comparisons of the Platform with alternative services or technology; or
xx. Authorize, permit, enable, induce or encourage any third party to do any of the above.

3. Ownership.

Total Life exclusively owns and retains all rights, title and interest in and to, including all intellectual property rights therein and thereto the Total Life Platform and all websites, mobile applications, software, processes, algorithms, designs, user interfaces, look and feel, branding, documentation, specifications, application programming interfaces, and other technology provided or used in connection with or that constitute the Provider Services (collectively, “Total Life Technology”). Total Life reserve all rights not expressly granted in these Terms. No right or license is granted to make any improvements, derivative works, or modifications to the Platform or to any of Total Life’s Intellectual Property related to the Platform (“Improvements”). To the extent Improvement is made by the User or otherwise arises from the User’s use of or access to the Platform, all rights in such Improvements are herby assigned to Total Life. In the event this assignment fails for any reason, User grants to Total Life a worldwide, perpetual, irrevocable, fully paid up, sublicensable, transferable license to practice such Improvement to Total Life.

4. Total Life Content

Total Life owns all right, title, and interest in and to all content provided by way of use of the Platform including all documentation and other information and content provided by Total Life via the Platform which is accessible via the Platform (“Total Life Content”). The Total Life Content is protected by copyright and other intellectual property laws throughout the world. All copyright and other proprietary notices on any Total Life Content must be retained on any copies made thereof. Any unauthorized reproduction, modification, distribution, public display or publication performance of any Total Life Content is strictly prohibited.

5. User Content.

a) User Content Generally.
Certain features of the Platform may permit You to upload content to the Platform (“User Content”). You retain the copyrights, including any moral rights, and any other proprietary rights that You may hold in the User Content.

b) Ownership of Intellectual Property
In the event that, as part of your activities on behalf of the Company, you generate, author, or contribute to any invention, design, new development, device, product, method, or process (whether or not patentable, reduced to practice, or comprising Confidential Information), any copyrightable work (whether or not comprising Confidential Information), or any other form of Confidential Information related directly or indirectly to the business of the Company, you acknowledge that such Intellectual Property is the sole and exclusive property of the Company. You hereby assign all right, title, and interest in and to such Intellectual Property to the Company. Any copyrightable work prepared by you during the term of this Agreement will be considered “a work made for hire” under Section 201(b) of the United States Copyright Act of 1976, as amended, and the Company will own all rights comprised in the copyright therein.

If you have substantially developed any materials prior to entering this agreement, you the rights to them but must provide proof of ownership before entering into this contract. You will promptly and fully disclose all Intellectual Property and will cooperate with the Company to protect the Company’s interests and rights to such Intellectual Property. This includes providing reasonable assistance in securing patent protection and copyright registrations and executing all documents as reasonably requested by the Company, whether such requests occur prior to or after termination of your employment hereunder.

c) Limited License Grant to Total Life.
By posting or publishing User Content, You grant Total Life a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, transferable right and license (with the right to sublicense) to use User Content, in whole or in part, for any purpose in accordance with the Privacy Policy and any applicable laws.

6. Privacy Policy; Additional Terms

a) Privacy Policy.
Please read the Privacy Policy (“Privacy Policy”) carefully for information relating to Our collection, use, storage and disclosure of information for the Platform. The Privacy Policy is incorporated herein by reference, and made a part of these Terms.

b) Additional Terms.
Your use of the Platform is subject to all additional terms, policies, rules or guidelines applicable to the Platform or certain features of the Platform that We may post on or link to from the Platform (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, or rules that are applicable to a particular feature or content on the Platform. All Additional Terms are incorporated by this reference into and made a part of these Terms.

c) Confidentiality
We both acknowledge that during the course of the transactions contemplated by these Terms, one of the parties (the “Disclosing Party”) may find it necessary or appropriate to share Confidential Information (as defined below) with the other Party (the “Receiving Party”). The Receiving Party will: (i) not use the Disclosing Party’s Confidential Information except for the exercise of its rights or performance of its obligations hereunder; (ii) not disclose such Confidential Information to any third party, other than its employees and consultants who have a “need to know” for the Receiving Party to exercise its rights or perform its obligations hereunder; and (iii) use at least reasonable measures to protect the confidentiality of such Confidential Information. If the Receiving Party is required by law to make any disclosure of such Confidential Information, the Receiving Party will first give written notice of such requirement to the Disclosing Party, and will permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation to the Disclosing Party in seeking to obtain such protection. Information will not be deemed Confidential Information hereunder if such information: (1) is known or becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party prior to receipt from the Disclosing Party from a source other than one having an obligation of confidentiality to the Disclosing Party; (2) becomes publicly known, except through a breach hereof by the Receiving Party; or (3) is independently developed by the Receiving Party without any use of or reference to the Disclosing Party’s Confidential Information. “Confidential Information” means any information provided by one Party to the other and concerning such Disclosing Party’s business or operations including, but not limited to, all tangible, intangible, visual, electronic, now existing or future information such as: (a) trade secrets; (b) financial information, including pricing of Provider Services; (c) technical information, including research, development, procedures, algorithms, data, designs, code, user interfaces, application programming interfaces, system performance information, and knowhow; (d) business information, including operations, planning, marketing interests, and products; and (e) all other information which would, due to the nature of the information disclosed or the circumstances surrounding such disclosure, appear to a reasonable person to be confidential or proprietary.

7. Modifications to these Terms

We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies Your rights or obligations, we will use commercially reasonable efforts to notify You of the modified Terms by email or text message to the address or phone number you have provided to Total Life. All modifications will be effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. Your sole and exclusive remedy if You do not agree with any modification to these Terms is to terminate this Agreement in accordance with the terms herein. You may not amend or modify these Terms under any circumstances.

8. Feedback

Total Life appreciates the ideas and suggestions of its Providers. You may, but are not required to, provide Total Life with information, suggestions or other feedback with respect to the Provider Services and Platform (“Feedback”), and Total Life may use such Feedback in any manner including to improve its products and services. You hereby grant to Total Life a worldwide, nonexclusive, perpetual, irrevocable, transferable, royalty free, fully paid up, sublicensable license to use and exploit Feedback for any purpose without restriction.

9. Representations, Warranties, and Disclaimer

a) Total Life’s Representations.
Total Life represents and warrants that it will provide the Platform in a professional manner consistent with applicable industry standards, and that the Platform will substantially conform in all material respects to user documentation provided by Total Life for the Platform.

b) Your Representations.
You represent and warrant that (i) You have the necessary rights and permissions or approvals to use and to permit the use of any information You provide to Total Life hereunder; (ii) You will not provide to Total Life any personal data or personally identifiable information, as such terms are defined under applicable law, in violation of any contractual or other obligations, including Your privacy policies and guidelines, and applicable laws, including without limitation the Health Insurance Portability and Accountability Act (HIPAA).

c) Disclaimer.
THE PLATFORM IS OFFERED AND PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOTAL LIFE HEREBY DISCLAIMS ALL OTHER WARRANTIES IN CONNECTION WITH THESE TERMS, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE PLATFORM WILL BE AVAILABLE, COMPLETE, ADEQUATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED. TOTAL LIFE DOES NOT ENGAGE IN THE PRACTICE OF MEDICINE AND DOES NOT PROVIDE ANY MEDICAL ADVICE OR DIAGNOSES TO PATIENTS. IT IS YOUR RESPONSIBILITY TO PERFORM PROVIDER SERVICES FOR YOUR PATIENTS BASED ON YOUR PROFESSIONAL JUDGMENT, YOUR REVIEW OF ANY USER CONTENT OR PATIENT DATA IN PROVIDING THE PROVIDER SERVICES OR THE PLATFORM AND YOUR EVALUATION OF YOUR PATIENTS. BY USING THE PLATFORM, YOU CONSENT TO THE SELECTED COMMUNICATIONS CHANNELS YOU CHOOSE TO USE AND TO THE PROVIDER OF SUCH SERVICES. SUCH CONSENT INCLUDES YOUR AUTHORIZATION FOR THE SELECTED SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF CERTAIN REMOTE-ACCESS COMMUNICATION FEATURES AND/OR FUNCTIONALITY INCLUDING, BUT NOT LIMITED TO, MOBILE, VIDEO, TEXT, AND/OR AUDIO, INFORMATION AND RECORDS FOR DELIVERING THE PROVIDER SERVICES IN COMPLIANCE WITH APPLICABLE LAW. YOU ALSO AGREE THAT THE PLATFORM IS NOT INTENDED TO BE USED IN A MEDICAL EMERGENCY.

10. Indemnification

You will defend Us and our affiliates and our respective partners, officers, directors, agents, successors and assigns (collectively “Identified Party(ies)”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Your violation of these Terms (“Claim(s)”), and will indemnify the Indemnified Parties for all reasonable attorneys’ fees incurred and damages and other costs finally awarded against any Indemnified Party in connection with or as a result of, and for amounts paid by an Indemnified Party under a settlement You approve in connection with a Claim. We agree to provide You with notice of any Claim and allow You the right to assume the exclusive defense and control, and cooperate with any reasonable requests in assisting Your defense and settlement of such Claim. Notwithstanding the foregoing, any Indemnified Parties may choose its own counsel if it pays for the cost of such counsel and You shall not enter into any settlement without the express written consent of the applicable Indemnified Party (such consent not to be unreasonably withheld).

11. Limitations of Liability

IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR USE OF THE PLATFORM BY YOU (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY (INCLUDING NEGLIGENCE)) EXCEED $1,000. THE FOREGOING WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

12. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, UNLESS SUCH BAR IS NOT PERMITTED BY APPLICABLE LAW.

13. Term and Termination

The term of this Agreement begins on the date You agree to these Terms or use the Platform (“Effective Date”) and will continue until either Party terminates these Terms by way of notice to the other Party. If You are using the Platform by way of a controlling entity such as a health system, such third party may also terminate Your access to the Platform and access to Your Platform account. Total Life may suspend or terminate access to the Platform or any account if Total Life deems such suspension reasonably necessary to prevent any data breach or legal liability, without limiting any other remedies available at law or in equity.

14. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF FROM US.

a) Generally. To the fullest extent permitted under applicable law and in the interest of resolving disputes between You and Total Life in the most expedient and cost-effective manner, You and Total Life agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, unless You are located in a jurisdiction that prohibits the exclusive use of arbitration for dispute resolution.

Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND TOTAL LIFE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

b) Opt-Out Agreement to Arbitrate.
You can decline this agreement to arbitrate by contacting [email protected] within 30 days of first accepting this Agreement and stating that you (include your first and last name, and email address used to register for the Platform decline this arbitration agreement.

c) Exceptions.
Despite the provisions of Section 14(a), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either Party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.

d) Arbitrator.
To the fullest extent permitted under applicable law, any arbitration between You and Total Life will be substantively and procedurally governed by the Federal Arbitration Act (FAA). References to state law shall not be construed as a waiver of any rights under the FAA. The Parties further agree to delegate all issues including issues concerning the validity or enforcement of this arbitration provision, or whether it applies to a specific issue, claim, of this provision, the arbitrability of any issue, dispute, controversy or claim, or the waiver of a right by either party, shall be determined by the arbitrator. The arbitration shall be by a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Each Party shall bear its own costs and expenses (including attorney’s fees) of arbitration except that the fees and charges of the arbitrator shall be borne equally by the Parties. The Parties agree the venue for arbitration for Total Life, Inc., shall lie in Delaware.

e) No Class Actions.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND TOTAL LIFE 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 Total Life agree otherwise, 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, to the fullest extent permissible pursuant to applicable law.

f) Claims.
To the fullest extent permitted under applicable law, no action arising out of, in connection with, or relating to this Agreement shall be brought by You more than one (1) year after the accrual of the cause of action. This period shall not be extended for any reason, except by the written consent of both parties. All statutes or provisions of law which would toll or otherwise affect the running of the period of limitation are hereby waived, and no such statute or provision of law shall operate to extend the period limited in this paragraph, to the fullest extent permitted under applicable law.

15. Enforceability

If Section 14 is found to be unenforceable, then the entirety of Section 14 will be null and void, and, in that case, the Parties agree that the exclusive jurisdiction and venue described in Section 16 will govern any action arising out of or related to these Terms.

16. Miscellaneous

a) Governing Law; Venue.
To the fullest extent permitted pursuant to applicable law, these Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under this Agreement, then You and Total Life agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Wilmington, Delaware for the purpose of litigating any dispute.

b) International Users.
We operate the Platform from locations within the United States. The Platform is intended for Users located within the United States. We make no representation that the Platform Total Life’s Technology is appropriate or available for use outside of the United States. Access to the Platform from countries or territories or by individuals where such access is illegal is strictly prohibited.

c) Assignment.
No Party shall have the right to assign this Agreement, in whole or in part, or any of its rights or obligations under this Agreement, without the prior written consent of the other Party (such consent not to be unreasonably withheld), except that Total Life may assign this Agreement without consent as part of a corporate reorganization, reorganization, or upon a change of control, consolidation, merger, or transfer of all or substantially all of its business related to this Agreement, whether by sale of stock or assets, operation of law, or otherwise. Any attempted assignment or delegation in violation of the foregoing will be null and void.

d) Force Majeure.
No Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, labor shortages or disputes, pandemics, governmental acts or failure or degradation of the Internet or telecommunications services. The delayed Party will give the other Party prompt notice of such cause and will make commercially reasonable efforts to promptly correct such failure or delay in performance.

e) Severability; Waiver; Entire Agreement.
If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified so as best to accomplish the original intent of the Parties to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior understandings and agreements.

f) Notices.
Total Life may provide notices or other communications to the Provider regarding these Terms or any aspect of the Platform, by email to the email address that the Company has on record, by regular mail or by posting it online. The date of receipt shall be deemed the date on which such notice is given. Notices sent to us must be delivered by email to [email protected]

g) No Third Party Beneficiary.
No person other than the Parties hereto will be entitled to any of the benefits of these Terms or be deemed to acquire any rights hereunder.

Provider Terms and Conditions