Medical Professionals Agreement

1. Introduction

• This Medical Professionals Agreement (the “Agreement”) incorporates by reference all provisions of the standard Terms of Service (the “Standard Terms”) of Sanvello Health, Inc. (“Sanvello” or the “Company” or “we”), found at https://www.sanvello.com/tos. In the event of any conflict between the terms of this Agreement and the Standard Terms, the terms of this Agreement shall be controlling in all matters concerning your use of Sanvello’s Services as a Medical Professional (“Medical Professional Service”). By completing the registration process, clicking an associated “I AGREE” button, and/or using the Medical Professional Service, you are indicating that you agree to be bound by all of the terms in this Agreement, as well as all of the Standard Terms (except to the extent of conflict between Standard Terms and this Agreement).
• You agree your use of the Medical Professional Service is not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by the Company or any of its affiliates regarding future functionality or features. Unless defined otherwise herein, all capitalized terms used in this Agreement shall have the meanings ascribed to such term in the Standard Terms.
• THE MEDICAL PROFESSIONAL SERVICE PROVIDES AN ONLINE PLATFORM THAT FACILITATES THE CONNECTION BETWEEN USERS AND THEIR CHOSEN MEDICAL PROFESSIONALS. YOU UNDERSTAND AND AGREE THAT THE COMPANY IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN USERS AND MEDICAL PROFESSIONALS. MEDICAL PROFESSIONALS ARE INDEPENDENT CONTRACTORS, NOT EMPLOYEES OR AGENTS OF THE COMPANY. THE COMPANY HAS NO CONTROL OVER THE SERVICES PROVIDED BY MEDICAL PROFESSIONALS OR THE CONDUCT OF USERS OR MEDICAL PROFESSIONALS GENERALLY, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.

2. Description of Services

• The Medical Professional Service provides an online platform that facilitates the connection between Users and their chosen Medical Professionals in order to allow such Medical Professionals to monitor or otherwise assist in a Users’ use of Sanvello’s services.
• The Company is not a provider of medical services or medical advice. Similarly, the Company is not a contracting agent or representative of any Medical Professional or User. As a Medical Professional, you agree that you are not an employee or agent of the Company, and that nothing in this Agreement will be construed as establishing an employment or agency relationship between you and the Company. Company’s relationship to you shall strictly be that of an independent contractor and, if applicable, a “business associate” under the Health Insurance Portability and Accountability Act of 1996, Subtitle D of the Health Information Technology for Economic and Clinical Health Act, as amended, and the implementing regulations promulgated under both laws, as the foregoing may be amended from time to time (collectively “HIPAA”).
• You agree that you are fully and solely responsible for all goods and services that you provide to others using or in connection with the Medical Professional Service and for any and all injuries, illnesses, damages, claims, liabilities and costs that you cause to other Users.
• The Company shall provide certain information to you regarding a User’s use of, and information provided through, the online platform, including, but not limited to, responses to and scoring of behavioral health assessments, mood tracking, thought diary entries, health habits, and daily goals. You shall be solely responsible for taking any necessary and appropriate action to analyze the information provided and provide necessary and appropriate care to the User based on such information.
• The Company has the right, but not the obligation, to monitor any activity and content associated with the Medical Professional Service.
• THE COMPANY DOES NOT CONTROL, IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY USER OR USER CONDUCT. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTION WITH OR RELIANCE ON ANY USER OR USER CONDUCT. IN ADDITION, THE COMPANY ASSUMES NO RESPONSIBILITY FOR VERIFYING THE IDENTITY, QUALIFICATIONS, CREDENTIALS, BIOGRAPHIC INFORMATION, LICENSURE, AND/OR ANY OTHER INFORMATION REGARDING ANY USERS OR MEDICAL PROFESSIONALS.
• THERE ARE NO REPRESENTATIONS, PROMISES, WARRANTIES, OR UNDERSTANDINGS RELIED UPON BY YOU WHICH ARE NOT CONTAINED HEREIN. ALL MEDICAL PROFESSIONAL SERVICES PROVIDED BY THE COMPANY HEREUNDER ARE PERFORMED AND PROVIDED ON “AS IS,” ‘WITHOUT ALL FAULTS,” AND “AS AVAILABLE,” AND THE COMPANY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE MEDICAL PROFESSIONAL SERVICE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, NONINFRINGEMENT, TITLE, ACCURACY, CORRECTNESS, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE MEDICAL PROFESSIONAL SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DATA STORED PURSUANT TO THE SERVICES WILL NOT BE LOST.
• You represent that you currently provide professional services exclusively within the United States, and warrant that, during the term hereof, you will continue to provide professional services exclusively within the United States.

3. Pricing

• Use of the Medical Professional Service is subject to a fee. Please see Sanvello’s Pricing Terms for Medical Professionals at https://www.sanvello.com/sanvello-for-clinicians/clinicians-faqs/ for details regarding pricing for the Medical Professional Service.

4. HIPAA Business Associate Addendum

• In order to ensure compliance with the requirements of HIPAA, the Company and the Medical Professional shall enter into and be subject to the terms of a separate HIPAA Business Associate Addendum. Notwithstanding the foregoing, the Company and the Medical Professional shall not be required to enter into the HIPAA Business Associate Addendum if the Medical Professional provides the Company with a written explanation as to why the Medical Professional is not subject to HIPAA as a “covered entity,” as such term is defined in HIPAA.

5. Miscellaneous

• This Agreement, together with our Standard Terms, Privacy Policy, Pricing Terms for Medical Professionals, and HIPAA Business Associate Addendum, constitutes the entire agreement between the parties relating to the Medical Professional Service and all related activities. This Agreement shall not be modified except in writing signed by both parties or by your express electronic consent to a modified version of this Agreement posted by us. If any part of this Agreement is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Sanvello to exercise or enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Sanvello must be in writing and shall only apply to the specific instance identified in such writing. You may not assign this Agreement, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement will be the state and federal courts located in San Francisco, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.