1. THE FOLLOWING TERMS AND CONDITIONS GOVERN YOUR USE OF OUR PLATFORM.

a. Emotilink, LLC (hereafter, “we”, “our”, or “emotilink”) owns and operates the emotilink telemental health platform and digital marketplace (the “platform”), where licensed mental health professionals like you (“you”, “your”, or “provider”) can meet and connect to emotilink users (“user(s)”) to deliver real-time, fee-based telemental health services over our secure and HIPAA-compliant mobile application.

b. These terms and conditions (the “terms of service”) constitute a binding legal agreement between you and emotilink, and govern your use and access to the platform. By registering as a provider, you agree to be personally bound by and to comply with these terms of service.

c. Emotilink reserves the right to modify these terms of service at any time, for any reason, without notice, and all such modifications will be effective immediately upon the posting of the modified terms of service here.

d. The date we last modified these terms of service can be found at the top and bottom of this page. Your use of our platform at any time after that date constitutes your agreement to be bound by and your acceptance and approval of the terms of service as then modified.

2. EMOTILINK IS A TECHNOLOGY COMPANY ONLY—YOUR RELATIONSHIP WITH EMOTILINK IS STRICTLY THAT OF LICENSOR-LICENSEE.

a. Emotilink is a technology supplier only and does not itself provide professional services of any kind, including mental health services, advice, therapy, counseling or any other kind of treatment.

b. Conditioned upon your submission and upon our approval of your provider registration, and further conditioned upon and subject to your strict compliance with these terms of service and all applicable law, emotilink will grant to you a limited, non-exclusive, freely revocable, nontransferable and non-sublicensable license to access and use our platform (“your license”) for the limited purpose of delivering real-time telecounseling services to emotilink users of our platform.

c. Your relationship with emotilink is strictly that as between a technology licensee (you) and a technology licensor (emotilink). You are not an emotilink employee, agent, partner, joint venturer, representative, independent contractor or subcontractor.

d. Nothing in these terms of service shall be construed to create as between you and emotilink any special or fiduciary relationship, or as endowing you or emotilink with any authority to represent, act or contract on the other’s behalf, or as obligating emotilink to continue to operate and maintain the platform, or otherwise facilitate any relationship between you and an emotilink user.

3. YOU—THE PROVIDER—ARE SOLELY RESPONSIBLE FOR YOUR PROFESSIONAL SERVICES AND COMPLIANCE WITH THE LAW.

a. You are solely responsible for your professional services and for ensuring that those services and your use of the platform comply with the applicable law, rules and regulations of your State or locality and otherwise fall within the scope of your professional licensure. b. Emotilink does not warrant and makes no representations or guarantees of any kind that your use of the platform is now or will continue to be lawful under the laws, rules, and regulations of your State or locality or applicable to your profession, professional license, or services delivered over the platform.

c. Emotilink does not limit, restrict or otherwise control or regulate with which providers an emotilink user can request an appointment or connect over the platform. Your ability to accept a user’s appointment request or otherwise connect to a user over the platform does not in any way confirm, indicate or suggest that you can lawfully service that user or that the user is located in a geographical area where you are licensed to practice your professional services.

d. In order to ensure your compliance with the applicable law, rules and regulations, as well as the requirements of your professional licensing, it is critical that you confirm during each session (i) that you have the necessary licensing, qualifications and expertise, and are in all other respects qualified and competent, to treat the user, and (ii) that the user is physically located in a geographical area where you are licensed to practice your professional services.

e. Except as stated elsewhere in these terms of service, emotilink has no power, authority, control or influence over, and thus disclaims any responsibility or liability for, your professional services, advice, recommendations, communications, referrals, and activity or conduct of any kind, and is not a party to any professional, therapeutic, special or fiduciary relationship created, established or carried out between you and any user over the platform or anywhere else.

f. You—the provider—agree to personally indemnify and hold harmless emotilink, our affiliates, and each of our and their respective directors, officers, managers, members, employees, shareholders, stakeholders, agents, representatives and licensors, from and against any and all allegations, causes of action and claims of any kind, as well as for any losses, expenses, penalties, fines, damages and costs, including reasonable attorney’s fees, that arise out of your use of the platform, anyone’s use of your emotilink account, or out of your professional services, advice, recommendations, communications, conduct and relationships.

4. YOU MUST REGISTER AS A PROVIDER AND CREATE AN EMOTILINK ACCOUNT IN YOUR INDIVIDUAL CAPACITY, AND ONLY YOU CAN ACCESS THE PLATFORM USING YOUR ACCOUNT.

a. You must register with emotilink, and may only use the platform, in your individual capacity. Your license to use and access the platform is exclusive to you and is granted for your use alone.

b. Providers may not (and cannot) register as a business entity, partnership or association of any kind. By registering as a provider, you agree to waive any limited liability protection that would otherwise apply to shield you from or in any way limit or reduce your personal liability in connection with your and anyone else’s use of your emotilink account.

c. Only you – and not your employees, business associates, partners, or any other individual, regardless of whether the individual is under your supervision or direction – are allowed to access or use the platform using your emotilink account.

5. YOU MUST COMPLY WITH HIPAA’S PRIVACY, SECURITY, BREACH NOTIFICATION AND ENFORCEMENT RULES.

a. The information and communications electronically transmitted between providers and users over the platform will generally contain the users’ individually identifiable health information, which information is protected as Protected Health Information (“PHI”) within the meaning of the Health Insurance Portability and Accountability Act, and all related clarifying acts (together, “HIPAA”).

b. Only providers who strictly adhere to and comply with HIPAA in all aspects of their practice may use our platform. It makes no difference whether you believe HIPAA applies to you or not.

c. IF YOU DO NOT STRICTLY ADHERE TO HIPAA, DO NOT USE THE PLATFORM.

d. By using the platform as a provider and connecting to a user over the platform, you acknowledge and agree that you are inviting the user to share with you and entrust to your care the user’s PHI, and that because of your access to that PHI, you acknowledge and agree that you qualify as and meet the definition of a ‘covered entity’ as the term is defined by HIPAA and are therefore subject to, and must strictly comply with, the provisions of HIPAA applicable to covered entities, including the HIPAA Privacy, Security, Breach Notification, and Enforcement Rules (45 CFR Part 160 and Part 164) in your use, storage, securing and disclosure of PHI.

e. If you do not believe that you qualify as a ‘covered entity’ within the meaning of HIPAA or are not prepared to fully comply with the provisions of HIPAA applicable to covered entities, you must refrain from using or accessing the platform as a provider and may not register, or continue to be registered, as an emotilink provider.

f. In accordance with the requirements of HIPAA applicable to Covered Entities, you must enter into a Business Associate Agreement with emotilink, as discussed in the next section of the terms of service.

6. YOUR USE OF THE PLATFORM IS CONDITIONED UPON EMOTILINK’S APPROVAL OF YOUR PROVIDER REGISTRATION.

a. Your license to use and access the platform is conditioned upon your submission and our review and approval of any information and documentation that we, in our absolute discretion, may request from you, including the following information, which all providers must submit to initiate the provider registration process:

“Initial Provider Signup Information”

(submitted during Provider Signup through the emotilink mobile application):

1) Provider’s First and Last Name
2) Telephone Number
3) Secure Email Address
4) Date of Birth
5) Social Security Number
6) Gender
7) Practice Address
8) Professional Credentials, including all professional licenses, license numbers, issuer, date and state of issuance, and expiration date, as well as a photo of your government issued ID.
9) Provider-‘Selfie’, taken within the emotilink mobile application during Provider Signup;
10) Direct Deposit Instructions; and

b. After we have reviewed and approved your Initial Provider Signup Information and any additional or clarifying information that we may request in follow up emails thereafter, we will send you an email confirming our approval (“Initial Approval Email”) and containing instructions on how to submit the below documentation.

Required Submissions:

1) Business Associate Agreement

All providers must enter into and agree to terms and conditions of the emotilink Business Associate Agreement (the “emotilink BAA”) in compliance with 45 CFR 164.504(e).

Your license to use and access the platform is conditioned upon your execution and submission of, and adherence to, the emotilink BAA, and the execution and submission of, and adherence to, any subsequent amendments, updates or addendums made to the emotilink BAA.

You can view or download a copy of the most current emotilink BAA on our website, www.emotilink.com.

2) HIPAA Notice of Privacy Practices

All providers must maintain, adhere to, and are solely responsible for distributing to users who engage their services, an up-to-date HIPAA Notice of Privacy Practices and for ensuring that the notice complies in all respects with the HIPAA Privacy Rule (45 CFR Part 160 and Subparts A and E of Part 164).

Providers are required to submit to emotilink a copy of their current HIPAA Notice of Privacy Practices during registration, and to submit an updated notice as required to reflect any changes in your privacy practices or comply with the requirements of the HIPAA Privacy Rule.

When a user successfully schedules an introductory appointment with a provider, Emotilink will include the provider’s most recently submitted HIPAA Notice of Privacy Practices as an attachment to the email generated and sent to the user to confirm the scheduling of the appointment.

Providers are required to confirm a user’s receipt and understanding of their HIPAA Notice of Privacy Practice during each introductory telecounseling session, and to further ensure that users receive updated HIPAA Notices of Privacy Practices when and as required by the HIPAA Privacy Rule.

3) Consent to Treatment

Providers are strongly encouraged to submit to emotilink a copy of a consent to treatment form of their own design or choosing, which users must read and to which users must agree before each session.

If you choose not to submit your own consent to treatment form, we will include as an attachment our default Consent to Treatment form.

You can view or download a copy of our default Consent to Treatment form on our website, www.emotilink.com.

7. YOU AGREE TO EMOTILINK’S PAYMENT TERMS AND CANCELLATION POLICY.

a. In exchange for and as a condition of your license to use and access the platform, you agree to pay and authorize emotilink to charge a licensing fee on every payment successfully processed over the platform in accordance with the below terms and conditions:

(i) emotilink Payment Processing Agreement

and

(ii) emotilink Session Minimum and Cancellation Policy.

b. Please read the Payment Processing Agreement and Session Minimum and Cancellation Policy closely as their terms govern how users will be charged for your services, including in the event of cancellation or no-shows.

8. EMOTILINK DOES NOT VERIFY USER IDENTITIES AND INFORMATION

a. Except in cases of emergency, Emotilink only shares a user’s “display name” and user-reported State of residence with providers.

b. Emotilink makes no representation or warranties, expressed or implied, that the information a user shares with a provider, including information regarding the user’s identity or location, will be accurate or reliable, or that your treatment of an anonymous user, or a user who misrepresents their identity, is or will continue to be lawful and otherwise permissible under the laws of your state and applicable to your services and professional license.

c. Providers are solely responsible for verifying the identity of users with whom they connect over the platform to the extent required to comply with the applicable law.

d. Emotilink encourages providers to indicate on their provider profile whether they will accept appointment requests from users who wish to remain anonymous.

e. Should you choose to treat anonymous users, you do so at your own risk.

f. Emotilink does not encourage users to connect to providers anonymously and does not endorse or promote the practice.

9. EMERGENCY EXCEPTION TO USER-INFORMATION ACCESS

a. The platform’s emergency reporting features enable providers to notify and report to 9-11 the GPS location of any user, anonymous or otherwise, whom the provider believes poses a credible threat to the user or to anyone else.

b. When the emergency protocols are activated by a provider within the application, the provider will be connected to the 9-11 dispatch associated with the last GPS location recorded by user’s mobile device.

c. An email will also be generated and sent to the provider containing the full name, home address, phone number and emergency contact associated with the user’s account, and the last GPS location recorded by the user’s mobile device.

d. Providers are solely responsible for their use of emotilink’s emergency protocols. You agree to personally indemnify and hold harmless emotilink from and against any and all allegations, causes of action and claims of any kind, as well as for any losses, expenses, penalties, fines, damages and costs, including reasonable attorney’s fees, that arise out of your use of the emotilink protocols.

e. For more information regarding emotilink’s emergency protocols, please refer to the emotilink FAQs.

10. EMOTILINK-ACCOUNTS MAY BE TERMINATED, APPOINTMENTS MAY BE CANCELED AND OUR SERVICE MAY BE INTERRUPTED, FOR ANY REASON, WITHOUT APPEAL OR RECOURSE.

a. We reserve the right to suspend or terminate any provider or user account, or our platform altogether, or otherwise restrict or limit access to the platform, at any time, for any reason, at our absolute, unqualified discretion, without any recourse or right of appeal of any kind, including if our exercise of these rights interferes with scheduled appointments.

b. Emotilink neither warrants nor guarantees that every provider will be able to match or connect with a user over the platform at any particular time, from any particular location, if ever at all.

c. Your use of the platform is at your own risk. Access to the platform is provided on an “as is”, “with all faults”, and “as available” basis.

d. Emotilink makes no representations or warranties, express or implied, regarding the functionality, reliability or condition of the platform, its suitability of use, or that it will be uninterrupted or error free.

11. MINORS ARE PROHIBITED FROM USING THE PLATFORM.

a. The platform is not currently designed to accommodate children under the age of majority.

b. Use of the platform by children under the age of eighteen (18) years old is strictly prohibited.

c. Providers are solely responsible for verifying the age of users and must refrain from treating users whom they have reason to believe are under the age of majority.

12. THE PLATFORM IS NOT DESIGNED AND IS NOT INTENDED FOR THE PRACTICE OF MEDICINE.

a. The platform is not currently designed to accommodate the delivery of medical care.

b. Use of the platform should be limited to only those counseling and therapeutic services that do not require a medical license to perform lawfully.

13. YOU MAY NOT ALTER OR COPY EMOTILINK’S TECHNOLOGY; NOR USE THE PLATFORM AND TECHNOLOGY FOR ANY PURPOSE OTHER THAN TELECOUNSELING SERVICES.

a. You may not modify, enhance, remove, copy, record, interfere with, or alter in any way, the technology, source code or software comprising any part of, or incorporated into, the platform, regardless of whether that technology, code or software is proprietary, owned by emotilink, licensed from third-parties, or part of the public domain.

b. The platform and its underlying technology may only be used for the provision of telecounseling services in strict conformity with these terms of service and may not be used for any other purpose.

c. By registering as a provider, you agree that you will not copy, modify, reverse engineer, attempt to discover any source code, sell, assign, relicense, sublicense, or attempt to create a derivative work of, the technology or software comprising any part of, or incorporated into, the platform, and will not knowingly infringe upon any intellectual property rights or protected interests of any kind when using the platform.

14. ADDITIONAL TERMS AND CONDITIONS

a. Integration. These terms of service encompass the entire agreement between the parties. Any subsequent amendment or revision of the terms of service shall only apply prospectively.

b. No Waiver. The failure of Emotilink to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver to such right or provision.

c. Severability. If any term or provision of the terms of service is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in that provision and should in any event give full force and effect to the remaining provisions of these terms and conditions.

d. Headers. The section headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.

e. Assignability. We may freely assign our rights, interest, and obligations under these terms of service and the emotilink BAA at any time to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company or assets to another entity. You may not assign, transfer, or sublicense these terms of service to anyone else and any attempt to do so in violation of this section shall be null and void.