Provider Terms of Service

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 fulfill the requirements set forth in the CarePaths, Inc. Privacy Policy (“Privacy Policy”) and Business Associate Agreement (“Business Associate 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 CarePaths, Inc. Consent for Treatment, which is incorporated into and deemed a part of this Provider Agreement.

Definition of Terms

"Platform" refers to an online system for delivering behavioral health services CarePaths, Inc. and/or any other company, affiliated companies and their shareholders, directors, officers, employees, consultants, contractors, subcontractors, agents, advisors, assignees and/or successors of the aforementioned companies, that owns and/or operates this system. 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 (or organization) 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” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

Platform & Platform Services

1. The Platform services include, but are not limited to, electronic records, practice management, text messaging, video conferencing and patient assessment functions. 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 www.carepaths.com.

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

Provider Qualifications & Responsibilities

1. Provider must (a) have a professional 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 also (a) provide correct and accurate representation of his or her qualifications including skills, degrees, background, and/or 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 liability 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 a similar service conducted offline would.

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

6. 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.

7. 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.

8. Providers will use the Platform to deliver Platform Services to Users referred by and/or to 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 qualified or available, or chooses not to provide the needed face-to-face services, he or she will make an appropriate referral.

9. 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.

Fees & Payments

1. The fees, rates, payment options, and/or payment schedules for Users; the Platform usage charges to Providers; and/or the reimbursement rates for Providers, are set and determined exclusively by the Platform and may be changed at the Platform's sole discretion with or without notice.

2. The Platform will collect all fees from the Users and/or Providers. The amount charged to 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 usage charges, credit card processing fees, and/or 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 is processed, 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 and/or claims should be submitted to the Platform within 30 days of discovery of the mistake or issue.

7. When you sign up for a CarePaths EHR account, you provide us with the number of clinician providers in your organization. This number is used to generate the charges on your monthly invoice. You are solely responsible for notifying CarePaths when there is a change to this number of providers in your organization. This ensures your monthly invoice accurately reflects your usage of the platform. Changes to this number must be communicated within thirty (30) days to CarePaths. In the event that disputes surrounding this policy arise, CarePaths reserves the right to use a quarterly estimate of your usage based on your last three (3) months of platform activity.

Cancellations & Refunds

To cancel services, you must submit your cancellation request via phone (800-357-1200) or email (support@carepaths.com) at least thirty (30) days in advance from the date you want your services to be cancelled. If you request to cancel services immediately [or with less than thirty (30) days’ notice] you might be charged an additional month of service at your previous month’s fee.

At the time of cancellation, all of your outstanding account balances will be due. Accounts with outstanding balances are not eligible to receive any refunds. If under special circumstances a refund is extended to your account, we reserve the right to apply your refund amount to any outstanding balance first.

Disclaimers & 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/or 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, and/or accuracy.

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

4. The Provider will bear all the risks associated with the uploading and transmitting of material, and for 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, and/or or any 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 Services. Any agreement a provider makes 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 and/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, and/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, and/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 three (3) months 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 modified solely to the extent necessary to comply with applicable law.

14. This section (Disclaimers & Limitation of Liability) shall survive the termination or expiration of this Agreement.

Representations & 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 and/or accuracy of the details in the Provider’s personal profile, credentials, qualifications, and/or any of the Provider's postings and/or transmissions. However, we may, in its absolute discretion, remove and/or refuse to post and/or transmit any content uploaded by the Provider. Without derogating from the above, we may also remove any content for any reason.

Provider's Platform Account Responsibilities

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

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

3) Provider agrees, confirms, and acknowledges that (a) Platform will not be liable for any loss and/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 using Provider's Account Access; (c) Platform will hold Provider liable and responsible for any damage and/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 or on behalf of any other person and/or organization authorized by the Provider.

6) Provider agrees and commits not to interfere or disrupt, or attempt to interfere or disrupt, any of the Platform's systems, services, servers, networks, and/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 and/or delivering of the following: (a) unsolicited email, advertisement, and/or promotion of goods and services; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist and/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, and/or encourage a criminal action and/or violate any applicable law.

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

9) Provider will not use this Platform to solicit the performance of any illegal activity and/or other activity which infringes on our rights and/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, and/or expenses (including, but not limited to, litigation and reasonable attorneys' fees and/or expenses) arising out of or relating to any of the following: (a) Provider's access to and/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, and/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 and/or other communications to the Provider regarding this agreement and/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 info@carepaths.com.

2) Platform Modification, Terminations, Interruptions and/or Disruptions. The Platform may modify, suspend, disrupt, and/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 and/or for any losses and/or damages that are caused by any of the aforementioned actions. Decisions to terminate and/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/or suppliers. We do not guarantee that the Platform will be uninterrupted, or that it will be secure, consistent, timely and/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 a partner, joint venture, agent, legal representative, employer, and/or employee of the other.

5) Jurisdiction. The laws of the state of Florida will govern any dispute arising from and/or related to this Agreement. The parties submit to the exclusive jurisdiction of the state of Florida and/or federal courts for or in Indian River County, Florida, and agree that any legal action and/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 advised to check the terms of this Agreement frequently. The date of last update for this Agreement will be posted at the end of this Agreement document. By using the Platform after 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 and/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, and/or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

10) Use of Licensed Content or Third-Party Applications - The Platform might use licensed content to provide the expected services. When using licensed content, the Provider acknowledges that the responsibility for the content of any “National Correct Coding Policy” included in this product (i.e. the “Platform”) is with the Centers for Medicare and Medicaid Services and no endorsement by the AMA is intended or should be implied. The AMA disclaims responsibility for any consequences or liability attributable to or related to any use, nonuse or interpretation of information contained in this product.

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

12) Indemnification. The Provider will indemnify, defend, and hold us harmless against any and all losses, damages, suits, judgments, costs, and/or expenses (including litigation costs and reasonable attorneys' fees) arising out of and/or in connection with any claim, suit, action, and/or other proceeding brought against us, to the extent that such claim, suit, action, and/or other proceeding is based on or arises from: (a) any breach of any representation, warranty, covenant, and/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; and/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, and/or international law, statute, ordinance, rule, regulation, and/or ethical code in relation to the use of the Platform and to the Provider's relationship with the Users and/or the Platform. The Provider further agrees and commits not to engage in conduct that is harmful, unethical, fraudulent, deceptive, and/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: October 25th 2021