Skip links

Provider Terms and Conditions

Last updated 2/6/24 and subject to change. Total Life Inc., its affiliates, subsidiaries, and managed entities (the “Company”) reserves the right to change the Provider Terms and Conditions at any time in its sole business discretion. Contractor or Employee (the “Provider”) understands that it is their responsibility to check the Provider Terms and Conditions regularly for changes at https://totallife.com/provider-terms-and-conditions/. The Providers’ continued use of the Platform following the posting of any changes to the Provider Terms and Conditions will constitute acceptance of and agreement to any changes. 

The Company will notify the Provider by email when the Provider Terms and Conditions are updated. 

SERVICES

The Company owns and operates an online platform through which therapy, coaching, care management, clinical services, consulting, professional advice, and any other information are provided (collectively, the “Provider Services”). Provider Services are administered and accessible to any person or persons who access the Provider Services (the “Member” or “Members” ) via including but not limited to multiple websites, mobile applications, phone, text, email and other means (collectively, the “Platform”). 

DEFINITIONS

A Provider is any counselor, provider, consultant, practitioner, contractor, professional, expert, coach, therapist, advisor, or any other person who registers to provide Services, through the use of the Platform, to Members.

By accessing or using the Platform, the Provider acknowledges that Provider has read, agrees with, and understands the terms contained in this Agreement and has obtained independent legal advice, if desired. Upon the Provider’s acceptance of the terms of this Agreement, Provider agrees that Provider has been advised of and understands the potential risks, consequences, and benefits of administering services using the Platform. If the Provider does not agree to all the terms of this Agreement, then Provider must not access or use the Platform.

USE OF PLATFORM

  1. The Provider will not (a) reproduce, modify, make derivative works of, reverse engineer, decompile, or disassemble the Platform or material 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 product or services competitive with the Platform, or (e) inaccurately or falsely represent himself or herself to the Company.
  2. The Provider represents and warrants that Provider (a) is 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) is not listed on any U.S. Government list of prohibited or restricted parties. If the Provider is enrolled in Medicare and seeing Medicare eligible members, the Provider agrees to provide Provider Services from a location within the U.S. during all sessions in order to be eligible for session payment.
  3. The Company reserves exclusive rights to modify the features and functionality of the Platform as determined solely by the Company and such modifications are subject to change or termination without notice.
  4. The Company has the absolute and unmitigated authority to cease providing access to Members to the Provider at any time in its sole discretion.
  5. By entering into this Agreement, the Provider is 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, the Provider is a Member and the same terms of the Privacy Policy that would apply to any Member also apply to the Provider. The Privacy Policy is incorporated into and deemed a part of this Agreement. The Company reserves exclusive rights to modify the Privacy Policy as determined solely by the Company and such modifications are subject to change in accordance with the terms contained in that policy.
  6. The Provider confirms that Provider is at least 18 years of age and is legally able to enter into a contract without the consent of any third party.
  7. The Provider shall exercise all the skill, care, and diligence in performing the Provider Services. Without limiting the generality of the foregoing, the Provider covenants and agrees that Provider shall be the person actually performing the Provider Services. The Provider shall not be permitted to substitute personal performance of the Provider Services with another individual without the express prior written consent of the Company. The Provider will ensure that they render performance of the Provider Services under this Agreement to the best of Provider’s ability and in a prompt, diligent, competent, and professional manner. The Provider warrants that Provider will remain free of any obligations and restrictions that would interfere, conflict or be inconsistent with the performance of this Agreement.
  8. The Provider confirms and agrees that all the information that Provider has provided in or through the Platform, and the information that Provider will provide in or through the Platform in the future, is accurate, true, current, and complete. Furthermore, Provider agrees that during the term of this Agreement Provider will make sure to maintain and update this information so it will continue to be accurate, current, and complete.
  9. The Provider agrees to at all times provide correct and accurate representation of their skills, degrees, qualifications, background, and other information, whether this information is provided to the Company, to the Member, and on any form submitted to or presented on the Platform. Provider will also provide the same correct and accurate representation of Provider’s skills, degrees, qualifications, background, and other information to the Members, including but not limited to, in any kind of communication or providing Provider Services to Members.
  10. The Provider may only use the Platform for the purpose of Provider Services, or any task directly related to Provider Services. The Provider may not use this Platform to solicit any illegal or unethical activity or other activity which infringes Company’s 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.
  11. The Provider agrees to not use the Platform to solicit Members for any Provider Services outside of the Platform unless doing so is medically necessary and the Company Clinical team is notified in advance in writing. In the event the Provider is discovered to be seeing Members outside of the Platform and there is a dispute as to whether that is clinically necessary or appropriate, clinical necessity or appropriateness is determined at the sole discretion of the Company clinical team. If the Provider interacts with a Member/Member outside the Platform (i.e., via FaceTime, Skype, phone, email, in person, etc.) and it is not clinically necessary or appropriate, Company may terminate its relationship with Provider immediately and/or withhold any payments owed or due to Provider, at Company’s sole discretion.
  12. The Company may modify, suspend, disrupt, or discontinue the Provider’s access to the Platform, any part of the Platform, or the use of the Platform (including but not limited to the provision of Provider Services), whether to all Members or to the Provider specifically, at any time with or without notice to the Provider. The Provider agrees and acknowledges that the Company 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.
  13. While the Company will make commercially reasonable efforts to ensure the Platform’s reliability and accessibility, the Provider understands and agrees that no platform can be 100% reliable and accessible and so the Company cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.
  14. The Provider acknowledges that if Provider chooses to treat a minor on the Platform, Provider is doing so with full consideration of the necessary consents and confidentiality requirements consistent with Provider’s applicable licenses. The Provider is responsible for collecting any necessary contents and paperwork.
  15. The Provider will not discuss the specifics and logistics of their interactions within the Platform, including, but not limited to, payment terms and mechanisms, without express written approval from the Company.
  16. The Provider agrees, confirms, and acknowledges that Provider is responsible for maintaining the confidentiality of Provider’s password and any other security information related to Provider’s account (collectively “Account Access”). The Company advises the Provider to change the password associated with Provider’s account frequently and to take extra care in safeguarding the password.
  17. The Provider agrees to notify the Company immediately of any unauthorized use of Provider’s Account Access or any other concern for breach of Provider’s account security.
  18. The Provider agrees, confirms, and acknowledges that the Company will not be liable for any loss or damage incurred as a result of a third party accessing Provider’s account, either with or without Provider’s consent and/or knowledge. Further, the Provider agrees that Provider is solely and fully liable and responsible for all activities that are made by using Provider’s Account Access. The Provider further acknowledges and agrees that the Company will hold Provider liable and responsible for any damage or loss incurred as a result of the use of Provider’s Account Access by any third party whether authorized by the Provider or not, and the Provider agrees to indemnify the Company for any such damage or loss.
  19. The Provider agrees and commits not to use the account or Account Access of any other provider for any reason.
  20. The Provider agrees and commits not to interfere with or disrupt or attempt to interfere with or disrupt any of the Company’s 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.
  21. The Provider agrees and commits 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.
  22. If the Provider receives any file from the Company or from a Member, whether through the Platform or not, the Provider agrees to check and scan this file for any virus or malicious software prior to opening or using this file. Provider further agrees to keep such file confidential and not reproduce or distribute Company files without the express written consent of the Company.
  23. The Provider will indemnify, defend, and hold the Company 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) their access to or use of the Platform; (b) any actions made with their account or Account Access whether by the Provider or by someone else; (c) the Provider’s 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) the Provider 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.
  24. The Provider agrees to use the Platform as intended and not collect additional fees from Members for services rendered associated with the Platform. For clarity, the Provider agrees not to request Members’ 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.
  25. Any fees related to external assessments that are conducted outside the Platform, whether or not there are fees associated with such tools, are expressly not required by Members to receive services on the Platform. The assumption of fees associated with use of such external assessment tools are at the Members’ sole discretion and not sanctioned or enforced by the Company.

DISCLAIMERS AND LIMITATION OF LIABILITY

  1. The Provider acknowledges and agrees 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 they will not have any plea, claim, or demand towards the Company in relation to the Platform’s Members, Members, properties, limitations, or compatibility with the Provider’s needs. The Provider shall not have any plea, claim, or demand against the Company in respect to any services Provider provides in connection with the use of the Platform. To the fullest extent of the law, the Company expressly disclaims all warranties of any kind, whether expressed or implied.
  2. Registration with, providing Provider Services on, and any use of the Platform is being made at the Provider’s 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.
  3. The Company expressly disclaims all warranties for information posted or transmitted by the Platform’s Members.
  4. The Company will not be deemed the provider or recipient of any services acquired through the Platform. The Provider 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.
  5. Under no circumstances will the Company be held liable to the Provider 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.
  6. The Provider acknowledges and agrees that the Company disclaims any liability in relation to any claim, suit or action brought by a Member in connection with provision of any Provider Services by the Provider, including but not limited to representations by the Provider as to their qualifications and advice provided through the Platform. The Provider agrees to indemnify and hold the Company harmless in connection with any such claim and any damages or expenses arising therefrom.
  7. The Company will not be responsible or liable in any way for any agreement made between the Provider and a Member 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 the Provider chooses to engage in with a Member is at Provider’s sole responsibility and entire risk.
  8. The Provider acknowledges that Provider will be solely responsible and liable for any damages to any Member to whom they provide services and to any Member who suffers damages arising from or connected to such services that they provided to that Member. In the event of a dispute regarding any interaction conducted through the Platform, the Provider hereby releases the Company 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 the Provider may have against one or more of the above.
  9. The Provider agrees to indemnify, defend and hold Company 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 Company, 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 the Provider according to this Provider Agreement; (b) the Provider’s provision of the Provider Services to any third party, regardless of whether or not they are Members of the Platform service; (c) any injury sustained by, or death of a Member or prospective Member during or resulting from the Provider’s performance of the services, or (d) any materials that the Provider has posted to or through the Platform and/or any content exchanged between the Provider and Members.
  10. The Provider agrees 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 their relationship and interactions with the Members and with the Company. The Provider further agrees and commits not to engage in conduct that is harmful, unethical, fraudulent, deceptive, or offensive.
  11. For the avoidance of doubt, unethical, fraudulent, or deceptive conduct includes, but is not limited to, engaging in conduct that directly or indirectly, intentionally or unintentionally subverts or attempts to subvert Company compensation practices. It also includes making misrepresentations to the Company about the scope, content or nature of the Services the Provider has provided to Members in order to elicit additional compensation from the Company. Failure to comply with this provision may amount to reduced privileges on the Platform or termination.
  12. The Company’s 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 the Provider or to the Provider through the Platform in the 3 months period prior to the date of the claim. The Company may at its option satisfy the indemnities above (in whole or in part) by way of deduction from any payments due to the Provider, unless local law requires otherwise. This section (Disclaimers and Limitations of Liability) shall survive the termination or expiration of this Agreement.

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.

PROVIDER’S CONDUCT

When using the Platform for the purposes of Provider Services or using the Platform for a purpose related to Provider Services, the Provider must exercise a reasonable standard of care, including confidentiality obligations, at least equivalent to a traditional in-person interaction with a Member as mandated by Provider’s professional license 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.

 

  1. The Provider will not provide to Members any services other than Provider Services limited to their specific license.
  2. The Provider will not provide to Members 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 the Provider’s jurisdiction.
  3. To the extent Provider opts-in to provide therapy to certain populations (Couples, LGBTQ+, minors, and/or Christian or other religious groups or specific diagnosis codes), Provider represents and warrants they possess specialist skills, expertise, experience or training to counsel such populations.
  4. The Provider will not diagnose, treat, test, advise, counsel, recommend a course of treatment, or otherwise provide or perform any services through the Platform that require an in-person meeting with a Member or an in-person examination of a Member.
  5. The Provider acknowledges and agrees to inform Members that the Provider Services, advice and or information that they provide to a Member, are not in any way to be considered a substitute for an in-person interaction between the Member and the Provider or any other professional.
  6. The Provider will not provide Provider Services for any Members presenting with an emergency. For emergency matters and issues, the Provider agrees to instruct the Member to immediately call 911 or their local emergency assistance number.
  7. Regardless of the Provider’s professional and educational training, Provider  agreed to never engage in the practice of prescribing or dispensing medications through the Platform.

COMPLIANCE

  1. Compliance with Laws.
    In the performance of Provider Services, the Provider agrees to ensure that Provider comply with all applicable laws, bylaws, regulations, orders, or any rules, directives or policies imposed by applicable regulatory or governmental authority.
  2. 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.

ARBITRATION

Any dispute between the parties under this Agreement will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), including, but not limited to, any and all claims arising out of or related to any contract (whether oral or written) between the Company and Provider, the termination of any such contract (or the parties’ relationship), the classification of Provider as an independent Provider, Provider’s provision of Provider Services to the Company or any of its Members, Members or customers, or any payments received by Provider for providing services to the Company, regardless of its date of accrual and survives after the parties’ relationship terminates. Except as it otherwise provides, this Agreement also applies, without limitation, to disputes arising out of or related to background checks, privacy, any alleged employment relationship or the termination of that relationship, trade secrets, unfair competition, compensation (including minimum wage or overtime), classification, expense reimbursement, breaks and rest periods, discrimination, harassment or retaliation, and claims arising under the Fair Credit Reporting Act, Defend Trade Secrets Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §1981, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, the Civil Rights Act of 1991, the Pregnancy Discrimination Act, Equal Pay Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state or local statutes or regulations addressing the same or similar subject matters (including without limitation statutory discrimination, harassment or retaliation claims), and all other federal, state, city or other legal claims arising out of or relating to all other aspects of the relationship between Provider and the Company (including without limitation torts and claims that arise after the termination of the parties’ relationship). However, the preceding sentence does not apply to the Class Action Waiver. Additionally, the first sentence of this paragraph does not apply to any claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act.


Except as it otherwise provides, this Agreement is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. All claims in arbitration are subject to the same statutes of limitation that would apply in court. Except as otherwise stated in this Agreement, Provider and the Company agree that any legal dispute or controversy covered by this Agreement, or arising out of, relating to, or concerning the applicability, scope, validity, enforceability or waiver of this Agreement, shall be resolved by final and binding arbitration, and not by court or jury trial, in accordance with the Employment Arbitration Rules of the American Arbitration Association (“AfAA Employment Rules”)(the AAA Employment Rules are available via the internet at www.adr.org/employment or by using a service such as Google to search for “AAA Employment Arbitration Rules”); provided however, that if there is a conflict between the AAA Employment Rules and this Agreement, this Agreement shall govern. The following terms and procedures shall apply:

  1. The arbitration shall be heard by one arbitrator selected in accordance with the AAA Employment Rules. The arbitrator shall be a Member of the bar of the state in which the arbitration will be conducted or a retired judge from any jurisdiction and, in either case, shall have experience in the law underlying the dispute.
  2. If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in Wilmington, Delaware.
  3. Each party will pay the fees for its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. However, in all cases where required by law, the Company will pay the arbitrator’s and arbitration fees. If under applicable law the Company is not required to pay all of the arbitrator’s and/or arbitration fees, such fee(s) will be apportioned between the parties in accordance with said applicable law, and any disputes in that regard will be resolved by the arbitrator.
  4. The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
  5. Except as provided in the Class Action Waiver (as defined below), the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The arbitrator shall apply the state or federal substantive law, or both, as is applicable.
  6. Either party may file a motion to dismiss and/or motion for summary judgment and the arbitrator will apply the standards of the Federal Rules of Civil Procedure governing such motions.
  7. The arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision or award in any court of competent jurisdiction.
  8. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and any such application shall not be deemed incompatible with or waiver of this agreement to arbitrate. The court to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.
  9. If for any reason the AAA will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
  10. This Agreement does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits; however, it does apply to retaliation claims based upon seeking such benefits claims. Also, this Agreement does not apply to disputes that may not be subject to arbitration as expressly provided by a controlling federal or state statute.
  11. Nothing in this Agreement prevents Provider from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, or the National Labor Relations Board. Nothing in this Agreement prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Agreement. This Agreement also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Agreement. Nothing in this Agreement prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration.
  12. Disputes between the parties that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress are excluded from the coverage of this Agreement.
  13. Class, Collective, and Other Representative Action Waivers (“Class Action Waiver”). Company and Provider mutually agree that by entering into this Arbitration Agreement, both waive their right to have any dispute or claim brought, heard or arbitrated as a class, collective, and/or other representative action to the maximum extent permitted by law, and an arbitrator will not have any authority to hear or arbitrate any such class, collective, or other representative action. Provider also waives Provider’s right to receive notice of any class, collective, or other representative action that may be filed. Notwithstanding any other clause contained in this Arbitration Agreement or the AAA Employment Rules, as defined above and incorporated herein by reference, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or other representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective, or other representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
  14. Right to Opt Out of Arbitration. Provider may opt out from this Arbitration agreement and Class Action Waiver within 30 days after Provider first begins using the Company Platform by writing to [email protected] Please state that Provider is are opting out of this Arbitration Agreement and Class Action Waiver and provide Provider’s name and address. If Provider opts out of this Arbitration Agreement and Class Action Waiver within the 30-day period, neither Provider nor Company will be required to arbitrate disputes and may instead litigate those disputes without regard to this Arbitration Agreement and Class Action Waiver. Should the Provider not opt out of this Arbitration Agreement and Class Action Waiver within the 30-day period, Provider and Company shall be bound by the terms of this Arbitration Agreement and Class Action Waiver. Provider has the right to consult with counsel of Provider’s choice concerning this Arbitration Agreement and Class Action Waiver. Provider will not be subject to retaliation due to exercising Provider’s right to opt-out of this Arbitration Agreement and Class Action Waiver.
  15. Injunctive Relief. Provider acknowledges that, because its services are personal and unique and because Provider will have access to Confidential Information of the Company, any breach of this Agreement by Provider would cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and, therefore, will entitle the Company to injunctive relief (including specific performance). In particular, a breach of the provisions of any Paragraph in this document would give rise to irreparable harm to the Company (or, in the case of disclosure of certain Confidential Information, to the owner of that information) which cannot be compensated adequately by an award of damages. Accordingly, if Provider breaches or threatens to breach this Agreement, the Company (as well as the owner of any Confidential Information at issue, if not the Company) may seek and obtain injunctive relief against such breach or threatened breach, in addition to any other legal remedies which may be available. Accordingly, Provider consents to the entry of a restraining order, preliminary injunction or other court order to enforce this Agreement and expressly waives any security that might otherwise be required in connection with such relief. The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party in law or in equity.

MISCELLANEOUS

  1. Notices.
    The Company may provide notices or other communications to the Provider regarding this Agreement 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]
  2. Advertising.
    Under this Agreement, the Company shall provide the information that Provider volunteers in or through the Platform including, but not limited to, their name, photograph, NPI (if applicable), information about their credentials, experience, specialties and qualifications, may be used and/or provided to third parties and third-party websites for the purpose of promoting the Provider Services. Promotion may include using the Provider’s name, photograph and profile in thirty-party provider directories that promote the Company. Provider may decline this opportunity by contacting the Company at [email protected].
  3. Identity verification.
    We may use identity verification services from our vendor provider, Clear Checks, to check your identity documents, confirm your identity, and protect against fraud and abuse. Please refer to their Privacy Policy for further information on how your data is used.
  4. The Company’s Ability to Conduct Quality Assurance Reviews A very limited number of licensed clinical professionals and Members of the Trust & Safety and Legal teams and the Billing and Credentialing team, at the Company have the discretion to review the Provider’s correspondence or exchanges with Members for the purpose of:
    • administering and/or monitoring the Platform;
    • verifying and/or reviewing the truthfulness or accuracy of the details in the Provider’s personal profile, credentials, qualifications, or any of their postings or transmissions; and/or
    • monitoring activity between Providers and Members in the event that an investigation or legal proceeding requires monitoring.
  5. For the avoidance of doubt, Members of our Therapist Onboarding and Recruitment teams also have the ability to verify and/or review the truthfulness or accuracy of the details regarding the Provider’s experience, credentials and qualifications.
  6. The Company also has the discretion to remove or refuse to post or transmit any content uploaded by the Provider that the Company deems inappropriate or in conflict with the Company’s values, vision, and goals. The Company reserves the right to remove any content for any reason at its sole discretion.
  7. Changes to this Agreement.
    The Company may change this Agreement by posting modifications on the Platform. Unless otherwise specified by the Company, all modifications shall be effective upon posting. Therefore, the Provider is encouraged to check the terms of this Agreement frequently. By using the Platform after the changes become effective, the Provider agrees to be bound by such changes to the Agreement. If the Provider does not agree to the changes, they must terminate access to the Platform and participation in its services. Company agrees to reasonably assist in the Provider’s transition off the Platform should they so desire.
  8. Transfer, Assignment, and Delegation.
    Except as provided herein, the Provider may not assign, delegate, or otherwise transfer any of its rights, obligations, and responsibilities under this Agreement without the prior written consent of the Company and any such purported transfer shall be null and void. The Company may freely transfer or assign this Agreement or any of its obligations hereunder.