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Therapist Business Associate Agreement

Provider Independent Contractor Agreement

THIS INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is made effective for all purposes and in all respects as of date by and between Total Life Inc. (hereinafter the “Principal”) and contractor (hereinafter the “Independent Contractor or Provider”).

WHEREAS, the Principal desires to hire the Independent Contractor, a professional practitioner in the practice of behavioral health therapy, counseling, coaching, consulting, and professional advice (collectively, the “Provider Services”):

WHEREAS, The Independent Contractor desires to act for the Principal in the aforesaid capacity; and

WHEREAS, the Principal and the Independent Contractor desire to set forth in writing the terms and conditions of their agreements and understandings;

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

1. REPRESENTATIONS

Independent Contractor represents that he/she is a qualified therapist duly licensed to provide Provider Services such as Therapy  in all jurisdictions where he/she shall be required to perform his/her duties pursuant to this Agreement, including, but not limited to, the state(s) of _______________________________________________.

 Independent Contractor also represents that he/she is not currently subject to any professional disciplinary proceeding of any state or federal authorities or to any disciplinary action of any hospital or other hospital facility in any jurisdiction.

2. TERM OF AGREEMENT AND TERMINATION

Subject to the provisions of Section 10 and 14, the Principal and all subsidiaries and affiliates of the Principal, shall hire the Independent Contractor and the Independent Contractor agrees to be so hired commencing on or about the date first written above. The parties further agree that engagement shall continue until either party terminates pursuant to the terms of Section 10.

3. DUTIES OF INDEPENDENT CONTRACTOR

(a) Independent Contractor shall undertake and assume the responsibility of performing professional Provider Services on the telehealth Platform, as well as providing any administrative duties and additional services as specified in Appendix A, if attached hereto. Principal shall have the power to determine and control, within reason and within the confines of professional ethics, the specific physical location and duties to be performed by the Independent Contractor provided; provided, however, that Principal shall not relocate Independent Contractor to a location at which Independent Contractor does not currently provide services without the consent of Independent Contractor. Independent Contractor hereby agrees to act in a competent and professional manner in carrying out the duties of his/her/their employment and that he shall make all clinical decisions using his/her best clinical judgment. Both the Principal and any hospital or other facility at which the Independent Contractor is on duty shall have the power to designate clients to be assigned to the Independent Contractor, and the Independent Contractor shall perform Provider Services for said clients. No person other than the Principal and said hospital or facility shall have the right to designate by name and description, the patients for whom Independent Contractor is to perform services and Independent Contractor shall not honor any designation by any other person or organization. 

Notwithstanding anything to the contrary herein, nothing in the Agreement shall be construed to restrict the Independent Contractor’s duties and obligations to his/her/their patients, including, but not limited to, duties in the prescription or administration of medication and the performance of Provider Services with respect to any patient.

(b) During the term of this Agreement, the Independent Contractor shall (i) have and maintain a valid and unrestricted license to practice Provider Services in all jurisdictions in which the Independent Contractor provides services for, and on behalf of, the Principal pursuant to the terms of this Agreement and in those states in which the Independent Contractor becomes licensed to Provider Services during the term of this Agreement, (ii) comply with, be controlled and governed by and otherwise provide Provider Services services in accordance with all legal requirements, and the ethics and standard of care of the clinical community where the Independent Contractor Provides Provider Services pursuant to this Agreement, and (iii) obtain and retain full licenses and memberships with appropriate clinical privileges at any hospital or health care facility at which Provider services are to be provided by the Independent Contractor for or on behalf of the Principal. 

(c) The Independent Contractor agrees to abide by any rules, regulations and any other policies and procedures covering the Independent Contractor established by the Principal. 

(d) The Independent Contractor shall be obligated to obtain required Continuing Education (“CEU”) in compliance with state license requirements in all states in which the Independent Contractor is licensed to practice at the time of this Agreement or in which the Independent Contractor becomes licensed to practice during the term of this Agreement. Upon request by Principal, Independent Contractor shall provide a copy of the CEU certificate to the Principal or its designee.

(e) Notwithstanding anything to the contrary herein, the Independent Contractor agrees to provide the Principal with all information necessary to document Independent Contractor’s citizenship and employment status and to sign all documents reasonably necessary to document the employment relationship contemplated herein and to properly designate the Principal or any subsidiaries or affiliates of the Principal as the designee of Independent Contractor’s reassignment of rights pursuant to Section 7 hereof. The Independent Contractor acknowledges and agrees that notwithstanding anything to the contrary herein, the Principal may withhold payment to the Independent Contractor until such documents as the Principal may reasonably request are produced or signed, as applicable.

4. NON-INTERFERENCE AND NON-COMPETITION CLAUSE

For and in consideration of the anticipated benefits to be derived from this Agreement, the Independent Contractor hereby agrees that during the term of this Agreement, and for twenty four (24) months after the termination of the Agreement, regardless of cause, Independent Contractor shall not directly or indirectly solicit to provide like professional services, or induce, persuade, or attempt to persuade any Hospital or Facility to terminate or breach contracts with Principal. FURTHER, during the term of the agreement and for twenty four (24) months after the termination of the Agreement, regardless of cause, Independent Contractor shall not directly or indirectly compete with Principal with the same facilities or clients. Independent Contractor and Principal agree that because Principal’s business shall from time to time expand, in the event that new Hospitals or Facilities contract with Principal during the term of this agreement to provide Provider Services, Independent Contractor acknowledges that Independent Contractor shall not compete with Principal in such new parish or municipality for twenty four (24) months following termination of the Agreement, regardless of cause. 

In the event this Section is determined by any Court to be overly broad under applicable law, a court of competent jurisdiction may enforce it to the maximum extent allowed by applicable law, and excise any part that is determined to be overly broad to allow enforcement, but only to the maximum extent allowed by law.

Notwithstanding any provision of Section 16 of this Agreement to the contrary, the Independent Contractor agrees that the damages and remedies at law for any breach under this Section 4 of this Agreement would be inadequate and that, in addition, in the event of a breach under this Section 4 of this Agreement, Principal may apply to a court of competent jurisdiction and be entitled to an injunction by such court to prevent a breach or further breach thereof on the part of the Independent contractor, and shall likewise be entitled to seek in a court of competent jurisdiction, actual damages, costs and attorney’s fees. Such injunction shall be in addition to damages or other relief afforded under Section 16 of this Agreement. Further, in addition to any actual damages, Independent Contractor agrees that in the event of breach of this Section, Principal shall be entitled to, in addition to and above actual damages, liquidated damages in the amount of $25,000.00, reasonable attorneys fees, and all costs, including but not limited to court costs, expert witness fees, photocopy expense, and any other reasonable, necessary, and customary expense incurred in enforcing this Section.

5. PATIENT RECORDS AND DISCLOSURE INFORMATION

The Independent Contractor shall prepare and maintain such medical records incidental to the medical services that he performs hereunder as required under standard medical practices and as otherwise required by Principal. All patient records and case histories shall at all times remain the property of the Hospital, Facility or Principal. Included within the foregoing are all records and information coming into the possession of the Principal and Independent Contractor which are the property of any hospital and for which the Principal has assumed temporary or permanent custodial responsibility. Unless required by legal process, no medical or any other Principal or hospital records shall be displayed by the Independent Contractor to any person or entity not authorized by the Principal, except in strict accordance with medical ethics and such rules relating thereto as are promulgated by the Principal’s Board of Directors or officer from time to time. Independent Contractor shall maintain appropriate documentation in completion of all medical records in compliance with all rules, regulations and guidelines established by state or federal governmental authorities, including, but not limited to, HIPAA. Principal and Independent Contractor recognize that during the course of the employment under this Agreement the Independent Contractor may from time to time as necessity of employment have access to Principal information and documents which are recognized as sole, exclusive and confidential property of the Principal. The Independent Contractor therefore agrees that he/she will not, during the term ofTotal Life Inc. employment, divulge or disclose any information relating to the Principal to any other person or entity whatsoever, for any purpose whatsoever, including the use of such information by the Independent Contractor himself for the purposes of employment or the practice of medicine other than for the Principal pursuant to the terms of this Agreement. It is understood that the prohibitions set forth in the preceding paragraphs do not apply to medical reports on patients for the purposes of consultation with reference to other physicians for the patients’ welfare and care, claims in connection with accidents or disability made by the patient, or other legitimate ties in furtherance of the Principal’s business and the welfare of its patients or its contractual relationship with any hospital or facility.

6. COMPENSATION AND BENEFITS

(a) Compensation: In consideration for the services provided to Principal as contemplated

herein, the Independent Contractor shall receive as compensation the amount(s) set forth herein on

Appendix B, which may be amended from time to time.

(b) Benefits: Unless prohibited by law, the Principal shall make available to the Independent Contractor the same benefits that the Principal provides to other Independent Contractors, which notwithstanding anything to the contrary provided herein, may be amended by the Principal from time to time.

7. FEES FOR PROVIDER SERVICES

The Independent Contractor shall have no ownership interest in any amounts owned or collected for Provider services performed by the Independent Contractor pursuant to this Agreement. The Independent Contractor hereby unconditionally assigns to the Principal and all subsidiaries and affiliates of the Principal to whom Independent Contractor is employed pursuant to Section 2 hereof, all amounts owned or collected for Provider  services performed by the Independent Contractor during the terms of this Agreement, and shall assist the Principal in billing and collecting such amounts, which shall be the sole and exclusive property of the Principal. Upon request of Principal, Independent Contractor shall execute and deliver such additional documents and instruments as may be necessary to evidence or effect the assignment of fees, including without limitation, any documents necessary in order to allow Principal to bill and collect all amounts owed for Provider services performed from Medicaid, Medicare, and any other third-party payors.

8. INSURANCE

The Principal shall procure professional malpractice insurance for Independent Contractor which will be limited to activities of the Independent Contractor while performing services pursuant to this Agreement. Such insurance shall be under a “claims made” policy with maximum coverage of One Million Dollars ($1,000,000.00) per occurrence and Three Million Dollars ($3,000,000.00) aggregate per Independent Contractor. Upon termination of this Agreement, Principal agrees to continue coverage amounts set forth herein by either, at Principal’s option, continuing the corporate coverage relationship with the malpractice carrier of the principal or by purchasing the necessary tail coverage to protect Independent Contractor for all work performed during the term of this agreement or any authorized extension thereof.

9. TERMINATION OF AGREEMENT

The Principal and Independent Contractor hereby agree that during the term of this Agreement and any extensions hereof, this agreement and the employment of the Independent Contractor may be terminated and the Independent Contractor’s compensation shall be measured to the date of such termination: (i) at will by either party with 30 (ninety) day notice; (ii) immediately by mutual consent of both parties; or (iii) immediately upon the Principal providing written notice to the Independent contractor upon the occurrence of any of the following events:

(1) Suspension, revocation, cancellation or limitation of Independent Contractor’s right to practice in any jurisdiction whether because of loss of Independent Contractor’s license or any other reason, including, without limitation failure to obtain appropriate CEU credits.

(2) Revocation, in whole or in part of Independent Contractor’s clinical privileges as extended to him/her by the appropriate authorities of any hospital/facility  at which the Principal conducts its business.

(3) Failure or refusal by the Independent Contractor to perform diligently his/her duties under this Agreement or to comply with the rules, regulations or other policies established by the Principal or the appropriate authorities of any hospital at which Independent Contractor provides services.

(4) Conviction of the Independent Contractor of any felonious crime in any federal or state jurisdiction of the United States of America.

(5) Unprofessional, unethical, immoral or fraudulent conduct by the Independent Contractor or a finding by a professional society of such conduct.

(6) Proof of Independent Contractor’s dishonesty with respect to his/her duties and obligations to the business and affairs of the Principal. If Principal shall believe Independent Contractor to be guilty of the foregoing and pending the establishment of proof of the same, the Independent Contractor may place Independent Contractor on leave of absence with or without pay, at Principal’s sole discretion until the resolution of such matter.

(7) Termination for whatever reason of Principal’s to provide services at the hospital(s) or a hospital where the Independent Contractor is working.

(8) In the event, due to circumstances beyond Independent Contractor’s control, Independent Contractor shall be unable to perform his/her duties under this Agreement for any extended period covered by this Agreement.

(9) In the event the appropriate authorities of a hospital at which Independent Contractor is providing services request that Independent Contractor no longer provide such services at hospital.

  • A. In addition, this Agreement shall be automatically terminated should the Principal be declared by a Court of competent jurisdiction to be bankrupt under the Federal Bankruptcy Act or shall be determined to be insolvent under the insolvency laws of the state of governance of this Agreement.
  • B. The Independent Contractor agrees and understands that medical staff membership and privileges at hospitals contracting with employer, affiliates of Principal or companies contractually affiliated with Principal are predicated and contingent upon such hospital’s contractual relationship with such entity. Upon termination of this agreement between Principal and Independent Contractor, regardless of cause, Independent Contractor relinquishes without recourse medical staff membership and privileges at the hospitals with which Principal, affiliates of Principal or companies contractually affiliated with Principal contract. Further, upon termination, for any reason regardless of cause, of any agreement betweenPrincipal, affiliates of Principal or companies contractually affiliated with Principal and a hospital where the Independent Contractor retains medical staff membership and privileges for the purposes of providing services under this Agreement, Independent Contractor shall relinquish without recourse such medical staff membership and privileges at such hospitals.

10. CONFIDENTIALITY

The Independent Contractor will not disclose any Confidential Information (as defined below) of the Principal without the Principal’s express written authorization, such Confidential Information will not be used in any way directly or indirectly detrimental to the Principal, and the Independent Contractor will keep such Confidential Information confidential. If the Independent Contractor is requested or required (by oral question, interrogatories, requests for information or documents, subpoenas, civil investigative demands, or similar processes) to disclose or produce any Confidential Information furnished in the course of his/heremployment with the Principal, the Independent Contractor will (i) provide the Principal with prompt notice thereof and copies, if possible, and if not, a description, of the Confidential Information requested or required to be produced so that the Principal may seek an appropriate protective order or waive compliance with the provisions of this section and (ii) consult with the Principal as to the advisability of the Principal taking legally available action to resist or narrow such request. The Independent Contractor further agrees that, if in the absence of a protective order or the receipt of a waiver hereunder the Independent Contractor is nonetheless, in the written opinion of his/herlegal counsel, compelled to disclose or produce Confidential Information concerning the Principal to any tribunal or to stand liable for contempt or suffer other censure or penalty, the Independent Contractor may disclose or produce such Confidential Information to such tribunal legally authorized to request and entitled to receive such Confidential Information without liability hereunder; provided, however, that the Independent Contractor shall give the Principal written disclosure or production as is practicable and shall use reasonable efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information so required to be disclosed or produced. For the purposes of this Section, the term “Confidential Information” shall mean any information of Principal (whether written or oral), including all business or management methods, marketing data, fee schedules, or trade secrets of the Principal whether or not such Confidential Information is disclosed or otherwise made available to the Independent Contractor. Confidential Information does not include any information that the Independent Contractor can establish (i) is or becomes generally available to and known by the public or medical community (other than as result of a unpermitted disclosure directly or indirectly by the Independent Contractor; (ii) is or becomes available to the Independent Contractor on a non-confidential basis from a source other than the Principal or its Affiliates, provided that such source is not and was not bound by a confidentiality agreement with or other obligation of secrecy to the Principal of which the Independent Contractor has knowledge, or (iii) has already been or is hereafter independently acquired or developed by the IndependentContractor without violating any confidentiality agreement with or other obligation of secrecy to the Principal. The terms and provisions of this Section shall survive the termination of this Agreement.

11. NOTICES

Any and all notices required or permitted to be given pursuant to this Agreement shall be sufficient if in writing and hand delivered to the Independent Contractor or if forwarded by registered or certified mail, return receipt requested, to his/herthen residence address. In the case of notice by the Independent Contractor to the Principal, the same manner of delivery mail shall be sufficient, as shall hand delivery either upon written receipt of any officer of the Principal (other than the Independent Contractor) or Principal to the place of business address.

12. ASSIGNABILITY

Neither this agreement nor any right or interest hereunder shall be assignable by the Independent Contractor, his/her/their beneficiaries, or legal representatives without the Principal’s prior written consent; provided, however, that nothing herein shall preclude (i) the Independent Contractor from designating a beneficiary to receive any benefit payable hereunder upon his/her/their death, (ii) the executors, administrators, or other legal representative of the Independent Contractor or his/her/their estate from assigning any rights hereunder to the person or persons entitled thereunto, (iii) the assignment by the Principal of the compensation owed to the Independent Contractor hereunder to a Garnishee upon the receipt of a Garnishment order of any local, state, or federal authority received by the Principal, or (iv) the assignment by the Principal of its rights and obligation under this Agreement.

13. AMENDMENT

No amendment or modification of this Agreement shall be effective unless or until executed in writing by the parties hereto.

14. WAIVER OF BREACH

The wavier by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver or breach of any other provision or any subsequent breach of any party.

15. ARBITRATION

Subject to Section 4 of this Agreement, the parties hereby agree to submit all disputes relating to this Agreement to binding arbitration and agree that such arbitration shall be the sole and exclusive process for adjudication of disputes relating to the Agreement. The arbitrator shall be selected and the arbitration shall be conducted pursuant to the National Health Lawyers Association Alternate Dispute Resolution Service Rules of Procedure for Arbitration and pursuant of the rules and auspices of the American Arbitration Association; provided, however, that the Nation Health Lawyers Association Alternate Dispute Resolution Service Rules of Procedure for Arbitration shall prevail in all conflicts. Notwithstanding, any rules or provisions to the contrary, the arbitrator shall have full authority to award any relief in law or equity, which the arbitrator deems appropriate to remedy any breach of this Agreement; provided, however, that the arbitrator must award attorney’s fees to the prevailing party with respect to disputes relating to Section 4 of this Agreement. The arbitrator shall not have any authority to add or to subtract from the terms of this Agreement. Rather, the arbitrator’s authority is limited to the strict interpretation of its terms. It is further agreed that any final award of the arbitrator can be reviewed by any court of competent jurisdiction under prevailing standards for reviewing arbitrage awards. All arbitration proceedings shall be conducted in Delaware, unless the Principal agrees, in its sole discretion, to another venue.

16. TERMINATION DUE TO LEGISLATURE OR ADMINISTRATIVE CHANGE

In the event that there are changes in the current federal or state laws or regulations regarding Medicare / Medicaid, the adoption of new legislation, or a change in other third party reimbursement systems which materially affect the reimbursement that the Principal or Independent Contractor may receive for their respective services, the Principal may immediately terminate this Agreement by providing appropriate notice under Section 12.

17. GOVERNING LAW

The construction and interpretation of this Agreement shall at all times and in all respects be governed by the laws of the State of Delaware.

18. SEVERABILITY

If any provision of the Agreement shall be determined to be invalid, illegal or unenforceable in whole or in part, neither the validity of the remaining part of such provision nor the validity of any other provision of this Agreement shall in any way be affected thereby.

19. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20. GENDER

Whenever the context of this Agreement requires, the gender of all words herein shall include the masculine and feminine.

21. TAX WITHHOLDING

The Independent Contractor agrees that the Principal may withhold from any amount payable by the Principal hereunder such amounts as the Principal reasonably determines to be necessary for compliance with federal and state tax withholding requirements in the event such requirements exist, in which event the Principal shall file such reports and make such payments as may be required thereunder. However, Independent Contractor is not an employee, and shall at all times remain responsible for payment of all applicable taxes and shall remain responsible at all times to pay or properly deposit such sums with taxing authorities as are necessary and required by or for any applicable taxing authority, whether state, federal, or local.

22. ENTIRE AGREEMENT

This Agreement and the attachment to this Agreement together constitute the entire agreement and understanding by and between the Principal and the Independent Contractor with respect to the employment herein referred to, and no representations, promises, agreements or understandings, written or oral, not herein contained shall be of any force and effect. No change or modification hereof shall be valid or binding unless the same is in writing and signed by the party intended to be bound.

Enclosed and Accepted upon Signature:

Appendix A – Terms of Use

Appendix B – Compensation Rates

Appendix C – BAA

Appendix D – Privacy Policy

Appendix A – Terms of Service

Subject to change. Please visit www.totallife.com/tc for most recent terms.

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.

Appendix B – Compensation Rates 

Subject to change. Please visit www.totallife.com/ratecard for most recent terms.

Password (therapyforseniors)

Provider shall provide, while performing the Service, that he/she/they shall comply with the policies, standards, and regulations of the Company, including local, State, and Federal laws and follow best practices to the best of their abilities.

The Provider is not obligated under this Agreement to perform the Service at a specific location unless otherwise mentioned or agreed upon by the Parties.at the following address of Virtual on the Total Life Platform.

Payment Amount.

LCSW:

45 minute session (90834) $45

60 minute session (90837) $60

PhD and Psy.D:

45 minute session (90834) $60

60 minute session (90837) $75

Group Rates:

LCSW:

60 minute group session 4-6 participants $65 

60 minute group session 7-9 participants $75

60 minute group session 10-12 participants $90 

PhD and Psy.D:

60 minute group session 4-6 participants $80 

60 minute group session 7-9 participants $90

60 minute group session 10-12 participants $105

Payment Method

The Company shall pay the Payment Amount on the 1st and 15th of every month.

Hereinafter known as the “Payment Method”. The Payment Amount and Payment Method collectively shall be referred to as “Compensation”.

Appendix C – Business Associate Agreement

Subject to change. Please visit www.totallife.com/TherapistBAA for most recent terms. 

This BUSINESS ASSOCIATE AGREEMENT (“BAA”) is entered into by and between Provider, as defined in the Therapist Provider Terms and Conditions (“Covered Entity”), and Total Life Inc. and its affiliated companies (referred to herein as “Business Associate”) pursuant to the Therapist Provider Terms and Conditions Provider has agreed to. The Effective Date of this BAA shall be the date Provider has agreed to this BAA through the Total Life Inc. Platform.

Introduction

WHEREAS, the U.S. Department of Health and Human Services (“HHS”) has promulgated privacy and security requirements reflecting the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Public Law 104-191; and the American Recovery and Reinvestment Act of 2009 (the “ARR Act”), including, without limitation, the requirements of the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”), which is part thereof, enacted and established additional provisions for written business associate agreements and required these additional provisions be incorporated into all business associate agreements;

WHEREAS, the HIPAA Rules provide that a Covered Entity is permitted to disclose Protected Health Information (“PHI”) to a Business Associate only if the Covered Entity has first obtained “satisfactory assurances,” in the form of a written contract requiring that the business associate will appropriately safeguard such PHI;

WHEREAS, Business Associate will be providing services to the Covered Entity as described in the Agreement (“Services”);

WHEREAS, Business Associate may, in the course of providing the Services to the Covered Entity, receive, create, use, and/or disclose PHI on Covered Entity’s behalf which would create a business associate relationship between the Parties, thus necessitating a written contract that meets the applicable requirements of the HIPAA Rules.

NOW THEREFORE, in consideration of the mutual promises contained herein and to the extent the Services create a business associate relationship between the Parties, Covered Entity and Business Associate (each a “Party” and together the “Parties”) agree as follows:

Terms

1. Definitions.

Definitions. Terms used, but not otherwise defined, in this Agreement shall have the same meaning as set forth in the Privacy Rule, the Security Rule (as both are defined below) and/or the security and privacy provisions of the ARR Act and the HITECH Act that are applicable to business associates along with any regulations issued by HHS with respect to the ARR Act and the HITECH Act that relate to the obligations of agents and subcontractors of business associates.

  1. Electronic Protected Health Information or ePHI shall have the meaning given such term in 45 C.F.R. § 160.103, but limited to the information received from or created on behalf of Covered Entity by Business Associate to perform the Services.
  2. HIPAA Rules shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 C.F.R. Part 160 and Part 164.
  3. Individual” shall have the same meaning as the term “individual” in 45 CFR §160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR §164.502(g).
  4. Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E.
  5. Protected Health Information or PHI shall have the meaning given such term in 45 C.F.R. § 160.103, but limited to the information received from or created on behalf of Covered Entity by Business Associate to perform the Services.
  6. Security Rule” shall mean the Standards for Security of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and C.

2. Permitted Uses and Disclosures by Business Associate.

Business Associate may use and disclose PHI only as follows:

  1. Business Associate may use or disclose PHI in order to perform its obligations under the Agreement relating to providing the Services.
  2. Business Associate may use or disclose PHI as Required By Law.
  3. Business Associate may use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of Business Associate.
  4. Business Associate may disclose PHI for the proper management and administration of Business Associate, provided that – (1) the disclosures are Required by Law, or (2) Business Associate obtains reasonable assurances from the entity to which the information is disclosed that it will be held confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the entity, and the entity notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
  5. Business Associate may use PHI to provide data aggregation services to Covered Entity.
  6. Business Associate may use PHI to create de-identified information as defined by 45 C.F.R. §164.514(b). The Parties agree that once PHI is de-identified, it is no longer subject to this BAA.
  7. Business Associate may use PHI to create a limited data set as defined by 45 C.F.R. §164.514(e)(2) and use and disclose such limited data set pursuant to 45 C.F.R. §164.514(e)(1).
  8. Business Associate may use and disclose PHI for research purposes pursuant to a HIPAA compliant authorization form from the Individual or as permitted by and pursuant to 45 C.F.R. §164.512(i).
  9. Business Associate agrees to use reasonable efforts to limit PHI to the minimum necessary to accomplish the intended purpose of the use, disclosure, or request pursuant to 45 C.F.R. § 164.502(b).

3. Obligations and Activities of Business Associate.

Business Associate agrees to:

  1. not use or disclose PHI other than as permitted or required by this BAA or as Required By Law.
  2. use commercially reasonable and appropriate safeguards, and comply with Subpart C of 45 C.F.R. Part 164 with respect to electronic PHI, to prevent use or disclosure of PHI other than as provided for by this BAA.
  3. in accordance with 45 C.F.R. § 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, to ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree to the same restrictions, conditions, and requirements that apply to the business associate with respect to such information.
  4. report, within twenty (20) days of becoming aware, to Covered Entity any use or disclosure of the PHI not provided for by this BAA, any Breaches of Unsecured PHI as required at 45 C.F.R. 164.410, and any successful Security Incident of which it becomes aware. Successful Security Incidents shall not include pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful log-on attempts, denials of service and any combination of the above, so long as no such incident results in unauthorized access, Use or Disclosure of PHI.
  5. mitigate, to the extent practicable, any harmful effect that is, or becomes, known of a use or disclosure of PHI by the Business Associate or any of its employees, agents, contractors or subcontractors in violation of the requirements of this BAA, the Privacy Rule, ARR Act or HITECH Act.
  6. implement and use appropriate policies and procedures for the identification and notification of Breach.
  7. Business Associate does not maintain medical records for the Covered Entity. The Covered Entity is expected to maintain all copies of records contained in Business Associate’s systems and make them available to Individuals as necessary to satisfy Covered Entity’s obligation under 45 C.F.R. § 164.524. To the extent that Business Associate does maintain PHI in a Designated Record Set that is not also maintained by the Covered Entity, Business Associate will provide a copy of PHI directly to the Individual or the Individual’s designee upon request.
  8. make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by the Covered Entity pursuant to 45 C.F.R. § 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under C.F.R. § 164.526.
  9. maintain and make available the information required to provide an accounting of disclosures to the Individual as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.528.
  10. comply with the requirements of Subpart E of 45 C.F.R. Part 164 to the extent Business Associate is to carry out one or more of Covered Entity’s obligations under Subpart E of 45 C.F.R. Part 164.
  11. make its internal practices, books, and records, including policies and procedures, relating to the use and disclosure of PHI available to the Secretary, in a time and manner reasonably designated by the Secretary, for purposes of having the Secretary determine Covered Entity’s compliance with the Privacy Rule.

4. Obligations of Covered Entity.

  1. To Inform of Privacy Practices and Restrictions:
    1. Covered Entity shall notify Business Associate in writing of any limitation(s) in the Notice of Privacy Practices of Covered Entity under 45 C.F.R. § 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI.
    2. Covered Entity shall notify Business Associate in writing of any changes in, or revocation of, the permission by an Individual to use or disclose his/her/their PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI.
    3. Covered Entity shall notify Business Associate in writing of any restriction on the use or disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 C.F.R. § 164.522, to the extent that such restriction may affect Business Associate’s use or disclose of PHI.
  2. Representations by Covered Entity. Covered Entity represents that it has the right and authority to disclose PHI to Business Associate to enable Business Associate to perform its obligations and provide services to Covered Entity. Except as otherwise permitted in this BAA, Covered Entity shall not request that or permit Business Associate to use or disclose PHI in any manner that would not be permissible under the HIPAA Rules if done by Covered Entity.

5. Term and Termination.

  1. Term. This BAA shall take effect on the Effective Date and shall terminate when the Agreement terminates.
  2. Termination for Cause. Both Parties agree that this BAA may be terminated by either Party upon breach of a material term of the BAA. The non-breaching Party shall:
    1. provide the breaching Party the opportunity to cure the breach or end the violation within fifteen (15) days; and
    2. if cure of such breach is not possible or if the breaching Party does not cure the breach or end the violation within fifteen (15) days, terminate the BAA.
  3. Effect of Termination. Upon termination of this BAA for any reason, Business Associate shall:
    1. Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities;
    2. Destroy the remaining PHI that Business Associate still maintains in any form;
    3. Continue to use appropriate safeguards and comply with Subpart C of 45 C.F.R. Part 164 with respect to electronic PHI to prevent use or disclosure of the PHI, other than as provided for in this section, for as long as Business Associate retains the PHI;
    4. Not use or disclose the PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions set out at section 2(c) and 2(d) which applied prior to termination; and
    5. Destroy the PHI retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities.
  4. Survival. The obligations of Business Associate under this section 5 shall survive the termination of this BAA.

6. Miscellaneous

  1. Regulatory References. Any reference in this BAA to a section of the HIPAA Rules means the section as in effect or as amended.
  2. Amendment. The Parties agree to take such action as is necessary to amend this BAA from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.
  3. Interpretation. Any ambiguity in this BAA shall be interpreted to permit compliance with the HIPAA Rules.
  4. No Third-Party Beneficiaries. Nothing expressed or implied in this BAA is intended to confer, nor shall anything in the BAA be deemed to confer, upon any person other than the Parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.
  5. Governing Law. This BAA shall be governed by and construed in accordance with the laws of the State of California.

Appendix D – Privacy Policy

Subject to change. Please visit www.totallife.com/Privacy for most recent terms.

1. About Your Privacy and This Privacy Policy

Your privacy is extremely important to us. We are constantly putting a great deal of thought, effort, tools, resources and procedures in place in order to protect and safeguard your privacy. This document is our “Privacy Policy” and it contains details on issues related to your privacy when using our services. It is intended to inform you of our policies, procedures and practices regarding the collection, use and disclosure of any information that you provide through the Platform.

The Privacy Policy is part of our Terms and Conditions which can be found in our website. The terms in the Privacy Policy (such as, but not limited to, “we”, “our”, “us”, “Platform”, “Therapist”, “Therapist Services” etc) have the same meaning as in our Terms and Conditions document. When you use our Platform you accept and agree to both the Terms and Conditions and to the Privacy Policy. If you do not agree to be bound to the Privacy Policy you should stop using the Platform immediately. By accessing and using our Platform you affirm that you have read the Terms and Conditions and the Privacy Policy and that you understand, agree and acknowledge to all the terms contained in both of them.

2. Information Collection, Use, and Disclosure

To let us operate the Platform effectively and to let you use the Platform, including the Therapist Services, we may have to collect your personally identifiable information (such as, but not limited to, your name, phone number, email address, and address), billing and payment information, profile information, log data (information such as your computer, Internet Protocol address (“IP”), pages that you visit and the amount of time spent on those pages, actions you take and other statistics), information related to the Therapist Services or your need for Therapist Services, and any information which is exchanged between you and your Therapist (collectively the “Information”).

In some cases, some of the Information that you give to us is considered health related data. You may decide which Information, if any, you would like to share with us, but some functions of the Platform may not be available to you without providing us the necessary Information. By deciding to provide the Information you agree to our methods of collections and use, as well to other terms and provisions of this Privacy Policy.

Protecting this Information is a top priority for us. We will never sell or rent any Information you shared in the Platform. Other than in the limited ways detailed in this Privacy Policy, we will never use or disclose any Information unless you specifically and explicitly requested or approved us to do so.

The Information may be used or disclosed to third parties for one or more of the following business or marketing purposes:

  • To create your account on our Platform and let you log in to your account and use the Platform.
  • To manage your account, provide you with customer support, and ensure you are receiving quality service.
  • To contact you or provide you with information, alerts and suggestions that are related to the service.
  • For billing-related purposes.
  • To reach out to you, either ourselves or using the appropriate authorities, if either we or a Therapist have a good reason to believe that you or any other person may be in danger or may be either the cause or the victim of a criminal act.
  • To match you with a Therapist.
  • To enable and facilitate the Therapist Services.
  • To supervise, administer and monitor the service.
  • To measure and improve the quality, the effectiveness and the delivery of our services.
  • Market the Platform and Therapist Services to you.
  • To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations.
  • To comply with applicable state and federal laws, including, but not limited to laws related to protecting client and public health and safety.
  • To provide, support, personalize, and develop our Platform and Therapist Services.
  • To personalize your Website experience and to deliver content and product and service offerings relevant to your interests, including targeted offers and ads through our Websites, third-party sites, and via email or text message (with your consent, where required by law).

3. Opting out of Marketing Communication

You can opt out of receiving email marketing by unsubscribing using the unsubscribe link provided in all of our marketing email communications.

4. Cookies and Web Beacons

Like many websites, we use “cookies” and “web beacons” to collect information. A “cookie” is a small data file that is transferred to your computer’s hard disk for record-keeping purposes. A “web beacon” is a tiny image, placed on a Web page or email that can report your visit or use. We use cookies and web beacons to enable the technical operation of the Platform, to administer your log-in to your account and to collect the Log Data. You can change your browser’s settings so it will stop accepting cookies or to prompt you before accepting a cookie. However, if you do not accept cookies you may not be able to use the Platform. The Platform may also include the use of cookies and web beacons of services owned or provided by third parties that are not covered by our Privacy Policy and we do not have access or control over these cookies and web beacons. We may also use third party cookies for the purposes of web analytics, attribution and error management.

5. Social and General Information Tools

We use several publicly-available tools and information exchange resources, such as (but not limited to) a blog, a Facebook page, a Twitter account, and others (collectively “Social and General Information Tools”). Any information you provide or share while using Social and General Information Tools may be read, accessed, collected by that site and users of that site according to their Privacy Policy.

6. Phishing

Online identity theft and account hacking, including the practice currently known as “phishing”, are of great concern. You should always be diligent when you are being asked for your account information and you must always make sure you do that in our secure system. We will never request your login information or your credit card information in any non-secure or unsolicited communication (email, phone or otherwise).

7. Links

The Platform may contain links to other websites, services or offers which are owned, operated or maintained by third parties. If you click on a third party link, you will be directed to that third website or service. The fact that we link to a website or service is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not have control over third party websites and services and we do not have control over their privacy policies and terms of use.

8. Security

While using any Internet-based service carries inherent security risks that cannot be 100% prevented, our systems, infrastructure, encryption technology, operation and processes are all designed, built and maintained with your security and privacy in mind. We apply industry standards and best practices to prevent any unauthorized access, use, and disclosure. We comply with or exceed all applicable federal laws, state laws, and regulations regarding data privacy.

9. Service Providers

We may employ third party companies and individuals to facilitate our Platform, to perform certain tasks which are related to the Platform, or to provide audit, legal, operational or other services for us. These tasks include, but not limited to, customer service, technical maintenance, monitoring, email management and communication, database management, billing and payment processing, reporting and analytics. We will share with them only the minimum necessary information to perform their task for us and only after entering into appropriate confidentiality agreements.

9. Children’s Privacy

We do not knowingly collect or solicit any information from anyone under the age of 13 or knowingly allow such persons to become our user. The Platform is not directed and not intended to be used by children under the age of 13. If you’re aware that we have collected Personal Information from a child under age 13 please let us know by contacting us and we will delete that information.

10. International Transfer

Your information may be transferred to — and maintained on — computers located outside of your state, province, country or other governmental jurisdiction. Regardless of where your data is stored, it will be maintained securely as outlined in this policy. Your consent to our Terms and Conditions followed by your submission of such information represents your agreement to such transfers.

​11. Compliance with Laws and Law Enforcement

We cooperate with government and law enforcement officials to enforce and comply with the law. We may disclose information necessary or appropriate to protect the safety of the public or any person, to respond to claims and legal process (including but not limited to subpoenas), and to prevent or stop activity that may be illegal or dangerous. You should also be aware that Therapists may be obliged to disclose information to law enforcement or other authorities to conform to their professional and legal responsibilities. Specifically, and without limitation, you should be aware that the law requires mental health professionals to disclose information and/or take action in the following cases: (a) reported or suspected abuse of a child or vulnerable adult; (b) serious suicidal potential; (c) threatened harm to another person; (d) court-ordered presentation of treatment.

11. General Data Protection Regulation (GDPR) Notice

This section provides additional information about our Privacy Policy relevant to users from the European Union. It is necessary for us to use your personal information:

  • To perform our obligations in accordance with any contract that we may have with you.
  • It is in our legitimate interest or a third party’s legitimate interest to use personal information in such a way to ensure that we provide the Services in the best way that we can.
  • It is our legal obligation to use your personal information to comply with any legal obligations imposed upon us.

You can view and edit any personal data that you have provided to us using this website. Automated processing of your Personal Information is necessary to operate the Platform effectively and to provide counseling and related services.

You can exercise any of the rights the law confers to you, like for example: opt-out of all data processing, or request erasure of your data by emailing [email protected] for instructions. In some cases, we may be required to retain personal data to comply with applicable medical record retention laws.

Total Life Inc. is the Controller with respect to your Personal Data. You can contact our Data Protection Officer with questions, concerns or objections about this policy, or about your data by writing to:

Total Life Inc.

1951 NW 7th Ave, #600, Miami, FL, 33136 or emailing to:

[email protected]

You can contact our EU Representative by emailing to:

Total Life Inc. EU Representative

C/O Legal Department

[email protected]

12. Changes to the Privacy Policy

We may update this privacy statement at our sole discretion. The date of the last revision of this policy appears at the end of this page. We encourage you to periodically review this page for the latest information on our Privacy Policy and practices. Regardless of changes to our Privacy Policy, we will never use the information you submit under our current privacy notice in a new way without first notifying you and giving you the option to opt out.

13. Contacting us

If you have any questions or concerns about this Privacy Policy or our privacy-related practices, please contact us by clicking the “Contact”  link at the bottom of any page in our website.

Privacy Notice for California Residents

This Privacy Notice for California Residents supplements and is expressly made part of the information contained in the Total Life Inc. Privacy Policy and applies solely to all visitors, users, and others who reside in the State of California (“consumers” or “you”). We adopt this Notice to comply with the California Consumer Privacy Act of 2018 (CCPA). Any terms defined in the CCPA have the same meaning when used in this Notice.

1. Information We Collect

Through your use of our website, we collect information that identifies, relates to, describes, references, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or device (“personal information”). In particular, our Websites have collected the following categories of personal information from its consumers within the last twelve (12) months.

Additionally, we have disclosed the following categories of information for a business purpose in the past twelve (12) months with each line representing: the 

Category (A. to K.), 2. Collected (Yes/No), and 

  1. Disclosed for a business purpose (Yes/No).

 

  1. Identifiers.

Yes

Yes

  1. Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)).

Yes

Yes

  1. Protected classification characteristics under California or federal law.

Yes

Yes

  1. Commercial information.

No

No

  1. Biometric information.

No

No

  1. Internet or other similar network activity.

Yes

Yes

  1. Geolocation data.

Yes

Yes

  1. Sensory data.

No

No

  1. Professional or employment-related information.

No

No

  1. Non-public education information (per the Family Educational Rights and Privacy Act (20 U.S.C. Section 1232g, 34 C.F.R. Part 99)).

No

No

  1. Inferences drawn from other personal information.

Yes

No

Personal information does not include:

  • Publicly available information from government records.
  • Deidentified or aggregated consumer information.
  • Information excluded from the CCPA’s scope, like:
    • health or medical information covered by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the California Confidentiality of Medical Information Act (CMIA) or clinical trial data;
    • personal information covered by certain sector-specific privacy laws, including the Fair Credit Reporting Act (FRCA), the Gramm-Leach-Bliley Act (GLBA) or California Financial Information Privacy Act (FIPA), and the Driver’s Privacy Protection Act of 1994.

Total Life Inc. obtains the categories of personal information listed above from the following categories of sources:

  • Directly from you. For example, from information you submit on the Platform during the process of using and paying for our Services.  
  • Indirectly from you. For example, from observing your actions on our Websites.
  • From third-party business partners such as social media sites, ad networks, and analytics providers

2. Use of Personal Information

First and foremost, Total Life Inc. does not sell and has not sold any Personal Information in the preceding twelve (12) months.

We may use or disclose the personal information we collect for one or more of the following business or marketing purposes:

  • To create your account on our Platform and let you log in to your account and use the Platform.
  • To manage your account, provide you with customer support, and ensure you are receiving quality service.
  • To contact you or provide you with information, alerts and suggestions that are related to the service.
  • For billing-related purposes.
  • To reach out to you, either ourselves or using the appropriate authorities, if either we or a Therapist have a good reason to believe that you or any other person may be in danger or may be either the cause or the victim of a criminal act.
  • To match you with a Therapist.
  • To enable and facilitate the Therapist Services.
  • To supervise, administer and monitor the service.
  • To measure and improve the quality, the effectiveness and the delivery of our services.
  • Market the Platform and Therapist Services to you.
  • To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations.
  • To provide, support, personalize, and develop our Platform and Therapist Services.
  • To personalize your Website experience and to deliver content and product and service offerings relevant to your interests, including targeted offers and ads through our Websites, third-party sites, and via email or text message (with your consent, where required by law).

Total Life Inc. will not collect additional categories of personal information or use the personal information we collected for materially different, unrelated, or incompatible purposes without providing you notice.

3. Disclosure of Personal Information

Total Life Inc. may disclose your personal information to a third party for a business purpose. When we disclose personal information for a business purpose, we enter a contract that describes the purpose and requires the recipient to both keep that personal information confidential and not use it for any purpose except performing the contract.

We share the minimum necessary personal information with the following categories of third parties:

  • Service providers that provide audit, legal, operational, technical or other services for us, such as:
    • Customer service
    • Technical maintenance
    • Monitoring website activity
    • Email management and communication
    • Database management
    • Billing and payment processing
    • Reporting and analytics
    • Marketing and advertising
  • Therapists who provide the Therapist Services

4. Your Rights and Choices

The CCPA provides consumers (California residents) with specific rights regarding their personal information. This section describes your CCPA rights and explains how to exercise those rights.

Right to Request Access to Information

You have the right to request that Total Life Inc. notifies you of the personal information about you that we have collected and used. Once we receive and confirm your verifiable consumer request (see Exercising Access, Data Portability, and Deletion Rights), we will disclose to you:

  • The categories of personal information we collected about you.
  • The categories of sources for the personal information we collected about you.
  • Our business or commercial purpose for collecting that personal information.
  • The categories of third parties with whom we shared that personal information.
  • The specific pieces of personal information we collected about you.
  • If we disclosed your personal information for a business purpose and identifying the personal information categories that each category of recipient obtained.

Right to Request Deletion of Information

You have the right to request that Total Life Inc. deletes any of your personal information that we collected about you and retained. Once we receive your request and verify who you are, we will delete (and direct our service providers to delete) your personal information from our records, unless an exception applies. 

We may deny your deletion request if retaining the information is necessary for us or our service provider(s) to:

  • Complete the transaction for which we collected the personal information, provide a good or service that you requested, take actions reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform our contract with you.
  • Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.
  • Debug products to identify and repair errors that impair existing intended functionality.
  • Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law.
  • Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 seq.).
  • Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information’s deletion may likely render impossible or seriously impair the research’s achievement, if you previously provided informed consent.
  • Enable solely internal uses that are reasonably aligned with consumer expectations based on your relationship with us.
  • Comply with a legal obligation.
  • Make other internal and lawful uses of that information that are compatible with the context in which you provided it.

Exercising Your Rights

To exercise the rights listed above, please submit a request in writing to Total Life Inc. via the contact information listed in the Contact Information section. Only you, or a person registered with the California Secretary of State that you authorize to act on your behalf, may make a request related to your personal information. You may also make a request on behalf of your minor child.

You may only make a request for access twice within a 12-month period.

Your request must:

  • Provide sufficient information that allows us to reasonably verify you are the person about whom we collected personal information or an authorized representative.
  • Describe your request with sufficient detail that allows us to properly understand, evaluate, and respond to it.

We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and confirm the personal information relates to you. Making a request does not require you to create an account with us. We will only use personal information provided in a request to verify your identity or authority to make the request.

Response Timing and Format

We endeavor to respond to a request within forty-five (45) days of its receipt. If we require more time (up to 90 days), we will inform you of the reason and extension period in writing.

For Requests to Access, our response will only cover the 12-month period preceding the request. The response we provide will also explain the reasons we cannot comply with a request, if applicable. We will select a format to provide your personal information that is readily useable and should allow you to transmit the information from one entity to another entity without hindrance.

We do not charge a fee to process or respond to your request unless it is excessive, repetitive, or manifestly unfounded. If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request.

5. Non-Discrimination

We will not discriminate against you for exercising any of your CCPA rights. We will not:

  • Deny you goods or services.
  • Charge you different prices or rates for goods or services, including through granting discounts or other benefits, or imposing penalties.
  • Provide you a different level or quality of goods or services.
  • Suggest that you may receive a different price or rate for goods or services or a different level or quality of goods or services.

6. Other California Privacy Rights

California’s “Shine the Light” law (Civil Code Section § 1798.83) permits users of our Websites that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to [email protected]

7. Changes to Our Privacy Notice

Total Life Inc. reserves the right to amend this privacy Notice at our discretion and at any time. When we make changes to this privacy Notice, we will post the updated Notice on the Websites and update the Notice’s effective date. Regardless of changes to our Privacy Policy, we will never use the information you submit under our current privacy notice in a new way without first notifying you and giving you the option to opt out. Your continued use of our Websites following the posting of changes constitutes your acceptance of such changes.

8. Contact Information

If you have any questions or comments about this Notice, the ways in which Total Life Inc. collects and uses your information described above, your choices and rights regarding such use, or wish to exercise your rights under California law, please do not hesitate to contact us at:

Total Life Inc.

Data Protection Officer

1951 NW 7th Ave, #600, Miami, FL, 33136

[email protected]

Last Updated and Effective: April 17