Provider Terms and Conditions

This agreement (“Provider Agreement”) between Carepaths, Inc. and an independent behavioral healthcare provider (“Provider”) specifies the terms and conditions under which the Provider has access to and use of an online system for delivering behavioral health services(“Platform”).

The Provider agrees to fufill the requirements set forth in the Privacy Policy, the Carepaths, Inc Business Associates Agreement (“Business Associates Agreement”) which are incorporated into and deemed a part of this Provider Agreement.

The Provider also agrees to provide services in a manner consistent with the Consent for Treatment which is incorporated into and deemed a part of this Provider Agreement.

A. Definition of Terms

Platform refers to an online system for delivering behavioral health services, Carepaths, Inc, any other company that owns and/or operates this system , affiliated companies and the shareholders, directors, officers, employees, consultants, contractors, subcontractors, agents, advisors, assignees and successors of the aforementioned companies. The Platform is not a healthcare provider but an environment in which healthcare services can be delivered. The terms "we", "us", "our" or similar are used in this agreement to refer to the Platform.

Provider refers to a behavioral health clinician who uses the Platform to provide behavioral health services. The terms "you", "your" or similar are used in this Agreement to refer to the Provider.

Users refers to the recipients of the behavioral health services delivered by the Provider on the Platform.

Platform Services are online behavioral health services that are supported by the Platform. Platform Services are limited to services which can lawfully be provided online.

HIPAA Rules.  “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

B. Platform and Platform Services

1. The Platform functionality includes but is not limited to text messaging, video conferencing and patient assessment. The features and functionality of the Platform are determined solely by the Platform and subject to change or termination without notice.

2. The Platform may be provided, made accessible or be available via multiple websites, devices, platforms and other means including, without limitation, the website carepaths.com.

3. The Platform maintains a public website providing information to potential Users about the Platform Services, Providers and pricing and terms of use. Visitors to the site can enroll and become Users.

B. Provider Qualifications and Responsibilities

1. Provider must (a) have a license in good standing to provide behavioral healthcare services in one or more of the jurisdictions served by the Platform, (b) abide by all relevant laws, rules and regulations, including but not limited to rules of ethics and professional responsibility and (c) be qualified to provide and support the Platform Services.

2. Provider must (a) provide correct and accurate representation of his or her qualifications including skills, degrees, qualifications, background and other information to the Platform and Users; (b) provide timely updates to the Platform and Users regarding any changes in these qualifications; (c) not mislead Users to believe that he or she can provide a service outside his or her license or fields of expertise; (d) not misrepresent him or herself or create any misleading name or listing, and (e) not perform any Platform Services outside the jurisdiction(s) where the Provider is licensed in good standing to do so.

3. The Provider will maintain adequate professional liablity insurance and any other insurance that is required by any applicable laws or regulations which apply to the provision of services by the Provider.

4. When providing Platform Services, Provider will adhere to a standard of care that is reasonable and meets the standard of care mandated by his or her profession for online service and meets or exceeds the standard that would to a similar service conducted offline.

5. Whenever appropriate, the Provider will recommend Users to seek help by meeting a qualified professional face-to-face.

7. Platform Services are for non-emergency matters and issues. For emergency matters and issues the Provider will instruct the User to immediately call 911 or their local emergency assistance number.

8. The Provider will use his or her best efforts to guard Users privacy, comply with the HIPAA Rules and fulfill the responsibilities of the Provider set forth in the Privacy Policy.

9. Providers will use the Platform to deliver Platform Services to Users referred by the Platform. If a User needs face-to-face services or other services not supported by the Platform, the Provider may provide those services outside the Platform if he or she is qualified and available to do so. If the Provider is not qaulified and available or chooses not to provide the needed face-to-face service, he or she will make an appropriate referral.

10. If a Provider's relationship with the Platform is terminated either by the Provider or by the Platform, the Provider will be responsible for making appropriate transition of care arrangements for any Users in his or her care on the Platform. The Provider may continue to provide services to these Users, if that is appropriate. The Platform will provide assistance with the transition of care, if that is appropriate.

C. Fees and Payments

1. The fees, rates, payment options and payment schedules for Users, the Platform use charge to Providers and the reimbursement rate for Providers are set and determined exclusively by the Platform and may be changed at the Platform's sole discretion.

2. The Platform will collect all fees from the Users. The amount charged Users will include a fee for the Platform Services they receive plus a fee for the Provider's use of the Platform to deliver these services. The Platform will pay Providers from these funds after the Platform use charge, credit card processing fees and any other tax or applicable charges are deducted.

3. Providers may not charge Users any additional fees for Platform Services.

4. If a User payment is canceled or refunded to the User, no payment will be due to the Provider. If a payment is issued to the Provider before such refund or cancellation, Platform may, at its sole discretion, require repayment or withhold the amount from future payments to the Provider.

5. The Provider is solely responsible for reporting and paying any applicable tax related to the Provider's use of the Platform.

6. Any payment disputes or claims should be submitted to the Platform within 30 days of discovery of the mistake or issue.

D. Disclaimers and Limitation of Liability

1. The Provider acknowledges and agrees that the Platform is being provided for use "as is", and therefore the Provider will not have any plea, claim, or demand towards us in relation to the Platform's users, members, properties, limitations or compatibility with the Provider's needs. The Provider shall not have any plea, claim or demand against us in respect to any services the Provider decides 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.

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

3. We expressly disclaim all warranties for information posted or transmitted by the Platform's Users and or members.

4. The Provider will bear all the risks associated with the uploading and transmitting material and utilizing the Platform including reliance on its accuracy, reliability or legality.

5. We will not be deemed the provider or recipient of any services acquired through the Platform. The Provider provides Platform Services at his or her sole and entire risk.

6. Under no circumstances we will be held liable to any Provider for any indirect, incidental, consequential, special, punitive or exemplary damages, including but not limited to loss of business, revenue, profits, use, data or other economic advantage.

7. The Provider acknowledges and agrees that we disclaim any liability in relation to any claim, suit or action brought by a User in connection with provision of any Platform Services by a Provider, including but not limited to representations by the Provider as to the Provider's qualifications and advice provided by him or her 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.

8. The Provider will be solely responsible for any agreements he or she chooses to make with a User. We will not be responsible or liable in any way for any agreement made between a Provider and a User and or for enforcing any such agreement, including but not limited to any agreements in relation to Provider's fee, and or usage of the Platform in any way other than offered and suggested as the Platform Service at the Platform. Any agreement a provider chooses to get into with a User is at his or her sole responsibility and entire risk.

9. The Provider acknowledges that he or she will solely be responsible and liable for any damages to any User to whom the Provider provides services and to any User who suffers damages arising from or connected to such services that he or she provided to that User. In the event of a dispute regarding any transaction conducted through the Platform the Provider hereby releases 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 the Provider may have against one or more of the above.

10. We shall not be liable to you or to any third party for any indirect, incidental, consequential, special, punitive or exemplary damages.

11. 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 in the 3 months period prior to the date of the claim.

12. 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.

13. 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.

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

Representations and Warranties

We may review the Provider's personal profile and amend any typing or spelling errors. We cannot and will not be responsible for verifying or examining the truthfulness or accuracy of the details in the Providers personal profile, credentials, qualifications, or any of the Provider's postings or transmissions. However, we may, in its absolute discretion, remove or refuse to post or transmit any content uploaded by the Provider. Without derogating from the above, we may remove any content for any reason.

Provider Platform Account Responsibilities

1) Provider is responsible for maintaining the confidentiality of his or her password and any other security information related to the Platform account (collectively "Account Access"). We advise you to change your password frequently and to take reasonable care in safeguarding your password.

2) Provider will notify Platform immediately of any unauthorized use of Account Access, any concern about an account breach or other account security issue.

3) Provider agrees, confirms and acknowledges that (a) Platform will not be liable for any loss or damage that incurred as a result of someone else using a Provider's account, either with or without the Provider's consent and/or knowledge; (b)Provider is solely and fully liable and responsible for all activities that are made by using Provider's Account Access; and (c) Platform will hold Provider liable and responsible for any damage or loss incurred as a result of the use of Provider's Account Access by any person whether authorized by Provider or not, and (d) Provider agrees to indemnify Platform for any such damage or loss.

4) Provider agrees and commits not to use the account or Account Access of any other person for any reason.

5) Provider agrees and confirms that Provider's use of the Platform is made directly by the Provider and on behalf of any other person or organization.

6) Provider agrees and commits not to interfere with or disrupt, or attempt to interfere with or disrupt, any of Platform's systems, services, servers, networks or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.

7) Provider agrees and commits not to make any use of the Platform for the posting, sending or delivering 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; (d) any content that infringes a third party right or intellectual property; (e) any content that may cause damage to a third party; and (f) any content which may constitute, cause or encourage a criminal action or violate any applicable law.

8) If Provider receives any file from Platform or from a User, whether through the Platform or not, Provider agrees to check and scan this file for any virus or malicious software prior to opening or using this file.

9) Provider will not use this Platform to solicit the performance of any illegal activity or other activity which infringes on our rights or the rights of others.

10) Provider will indemnify, defend, and hold harmless the Platform 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) Provider's access to or use of the Platform; (b) any actions made with Provider's account or Account Access whether by Provider or by someone else; (c) Provider's violation of any of the provisions of this Agreement; (d) non-payment for any of the services (including Platform Services) which were provided through the Platform; and (e) Provider's violation of any third party right, including ,without limitation, any intellectual property right, publicity, confidentiality, property or privacy right. This clause shall survive expiration or termination of this Agreement.

Important notes about this Provider Agreement

1)Notifications. Platform may provide notices or other communications to the Provider regarding this agreement or any aspect of the Platform, by email to the email address that 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 exec@carepaths.com.

2) Platform Modification, Terminations, Interruptions and Disruptions. The Platform may modify, suspend, disrupt or discontinue the Platform, any part of the Platform or the use of the Platform, to all Providers or to select Providers, at any time with or without notice to the Providers. Provider agrees and acknowledges 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. Decisions to terminate or prevent your use of the Platform and any services provided through the Platform (including but not limited to Platform Services) for any reason and for any period of time are at the sole discretion of the Platform.

3) Dependencies. The Platform depends on various factors such as software, hardware and tools, either our own or those owned and/or operated by our contractors and suppliers. We do not guarantee that the Platform will be uninterrupted or that it will be secure, consistent, timely or error-free.

4) Relationship between the Parties. Providers are independent healthcare professionals. They are neither employees nor agents nor representatives of the Platform. Nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer, or employee of the other.

5) Jurisdiction. The laws of the state of Florida will govern any dispute arising from or related to this Agreement. The partien submit to the exclusive jurisdiction of the state of Florida and federal courts for or in West Palm Beach, Palm Beach County, Florida, and agree that any legal action or proceeding relating to this Agreement must be brought in those courts.

6) Modification of the Provider Agreement. Platform 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. The last update date of this Agreement is posted at the bottom of the Agreement. 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.

7). Transfer and Assignment. We may freely transfer or assign this Agreement or any of its obligations hereunder.

8) Headings. The paragraph headings in this Agreement are solely for the sake of convenience and will not be applied in the interpretation of this Agreement.

9) 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.

10) All clauses regarding limitations of liabilities and indemnification shall survive the termination or expiration of this Agreement.

11) Indemnification. The Provider will indemnify, defend and hold us 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 us, to the extent that such claim, suit, action or other proceeding is based on or arises from: (a) any breach of any representation, warranty, covenant or agreement to be performed by the Provider according to this Provider Agreement; (b) The Provider's provision of the Provider Agreement to any third party, regardless of whether or not they are Users of the Platform service; or (c) any materials that the Provider has posted to or through the Platform and/or any content provided by the Provider to Users.

The Provider agrees and commits not to violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code in relation to the use of the Platform and to the Provider's relationship with the Users and Platform. The Provider further agrees and commits not to engage in conduct that is harmful, unethical, fraudulent, deceptive or offensive.

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.

BY ACCEPTING THIS AGREEMENT YOU ACKNOWLEDGE, CONFIRM AND AGREE TO ALL THE TERMS AND CONDITIONS CONTAINED IN IT.

Updated: September 3, 2019