Note: These are the terms and conditions for therapists. All therapists working under these terms and conditions are considered independent contractors. For the terms and conditions for clients please click here.

You should review this agreement in its entirety. You acknowledge your acceptance of this agreement by applying to become a Therapist on our platform. If you do not accept the terms and conditions of this Agreement, do not register or otherwise use the Platform. Except as provided in the “Arbitration Agreement and Class Waiver” in Section [6] below, and with the exception of claims already asserted in arbitration, Yourwellnessclinic reserves the right to change these Terms at any time in its sole business discretion. Please check these terms regularly for changes. Your continued use of the Platform following the posting of any changes to the Terms will constitute your acceptance of and agreement to those changes.

1. Services

   1. Services

      The Company owns and operates an online platform through which therapy, consulting, professional advice, and any other information are provided (collectively, the “Provider Services”). Provider Services are administered and accessible to any person or persons who access the Provider Services (the “User” or “Users”) via multiple websites, mobile applications, and other means (collectively, the “Platform”). Subject to any other provisions of this Agreement, the Company hereby engages the Contractor as an independent contractor to supply Users of the Platform with virtual therapy support.

   2. As-Needed Basis.

      The parties acknowledge and agree that the Company has no obligation to make any minimum commitment of work, time, or compensation to the Contractor. The Contractor will provide service only on an as-needed basis as determined by the availability of Users.

   3. Location

      The Services shall be rendered remotely unless stated otherwise.

   4. Relationship

      The relationship between the Company and Contractor shall be that of independent contractor and nothing herein shall render the Contractor an employee, partner, party to a joint venture with Company, or agent of the Company. You shall not hold yourself out to have any such authority. This Agreement constitutes a contract for the provision of Provider Services to platform Users and not a contract of employment.

2. Terms and Conditions

   1. A Contractor is any counselor, consultant, practitioner, professional, expert, coach, therapist, advisor, or any other person who registers to provide Services, through the use of the Platform, to Users.

   2. By accessing or using the Platform, the Contractor agrees that he/she has read and agreed to all terms in this Agreement. Upon the Contractor’s acceptance of the terms of this Agreement, he/she agrees that he/she has been advised of and understands the potential risks, consequences, and benefits of administering services using the Platform. If the Contractor does not agree to all the terms of this Agreement, then he/she must not access or use the Platform.

      1. Use of the Platform.

         1. The Contractor will not (a) reproduce, modify, make derivative works of, reverse engineer, decompile, or disassemble the Platform or material 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 product or services competitive with the Platform, or (e) inaccurately or falsely represent yourself to the Company.

         2. The Contractor represents and warrants that (a) he/she is 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.

         3. The Company reserves exclusive rights to modify the features and functionality of the Platform as determined solely by the Company and such modifications are subject to change or termination without notice.

         4. The Company has the absolute and unmitigated authority to cease referrals of Users to the Contract at any time in its sole discretion.

         5. By agreeing to this Agreement, the Contractor is also agreeing to the terms of the Platform privacy policy of Yourwellnessclinic. For purposes of the Privacy Policy, the Contractor is a User and the same terms of the Privacy Policy that would apply to any User also apply to the Contractor. The Privacy Policy is incorporated into and deemed a part of this Agreement. The Company reserves exclusive rights to modify the Privacy Policy as determined solely by the Company and such modifications are subject to change in accordance with the terms contained in that policy.

      2. Disclaimers and Limitations of Liability.

         1. 1. The Contractor acknowledges and agrees 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 he/she will not have any plea, claim, or demand towards the Company in relation to the Platform’s Users, members, properties, limitations, or compatibility with the Contractor’s needs. The Contractor shall not have any plea, claim, or demand against the Company in respect to any services he/she decides to provide in connection with the use of the Platform. To the fullest extent of the law, the Company expressly disclaims all warranties of any kind, whether expressed or implied.

            2. Registration, providing Provider Services and any use of the Platform is being made at the Contractor’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. Company does not guarantee any referrals of Users and makes no representations regarding the volume or number of interactions Contractor will have with Users.

            4. The Company expressly disclaims all warranties for information posted or transmitted by the Platform’s Users and/ or members.

            5. The Contractor 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.

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

            7. Under no circumstances will the Company be held liable to the Contractor 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.

            8. The Contractor acknowledges and agrees that the Company disclaims any liability in relation to any claim, suit or action brought by a User in connection with provision of any Provider Services by the Contractor, including but not limited to representations by the Contractor as to his/her qualifications and advice provided through the Platform. The Contractor agrees to indemnify and hold the Company harmless in connection with any such claim and any damages or expenses arising therefrom.

            9. The Contractor will be solely responsible for any agreements he/she chooses to make with a User. The Company will not be responsible or liable in any way for any agreement made between the Contractor 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 the Contractor chooses to engage in with a User is at his/her sole responsibility and entire risk.

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

            11. The Contractor shall be solely responsible for and shall indemnify the Company for and in respect of:

                1. any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment, or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Contractor shall further indemnify the Company against all reasonable costs, expenses, and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;

                2. any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Contractor or any substitute against the Company arising out of or in connection with the provision of the Services.

            12. The Company shall not be liable to the Contractor or to any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages.

            13. The Company’s 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 the Contractor or to the Contractor through the Platform in the 3 months period prior to the date of the claim.

            14. The Company explicitly disclaims any liability with respect to any claim, suit, or action made by a User. The Contractor agrees to indemnify, defend, and hold the Company harmless with respect to any such claim.

            15. 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.

         The Company may at its option satisfy the indemnities above (in whole or in part) by way of deduction from any payments due to the Contractor, unless local law requires otherwise. This section (disclaimers and limitation of liability) shall survive the termination or expiration of this Agreement.

   3. Contractor’s Conduct.

      1. When using the Platform for the purposes of Provider Services or using the Platform for a purpose related to Provider Services, the Contractor 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 his/her 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.

      2. The Contractor will not discuss the specifics and logistics of his/her interactions within the Platform, including, but not limited to, payment terms and mechanisms, without express written approval from the Company.

      3. The Contractor will not provide to Users any services other than Provider Services.

      4. The Contractor 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 the Contractor’s jurisdiction.

      5. To the extent Contractor opts-in to provide therapy to certain populations. Contractor represents and warrants they possess specialist skills, expertise, experience or training to counsel such populations.

      6. The Contractor 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.

      7. The Contractor acknowledges and agrees to inform Users that the Provider Services, advice and or information that he/she provides to a User, are not in any way to be considered a substitute for an in-person interaction between the User and the Contractor or any other professional.

      8. The Contractor will not provide Provider Services for any Users presenting with an emergency. For emergency matters and issues, the Contractor agrees to instruct the User to immediately call 911 or their local emergency assistance number.

      9. Regardless of the Contractor’s professional and educational training, he/she agrees to never engage in the practice of medicine through the Platform, including, without exception, diagnosing medical conditions and prescribing or dispensing any medications. For Contractors in the UK, the Contractor agrees to never engage in the assessment or medical treatment of any person detained in hospital under the Mental Health Act 1983 (or equivalent legislation in any devolved nation in the United Kingdom).

      10. The Contractor may only use the Platform for the purpose of Provider Services, or any task directly related to Provider Services. The Contractor 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.

      11. The Contractor agrees to not use the Platform to solicit clients for any therapy outside of the Platform unless absolutely clinically necessary. In the event the Contractor is discovered to be seeing clients outside of the Platform and there is a dispute as to whether that is clinically necessary or appropriate, clinical necessity or appropriateness is determined at the sole discretion of the Your wellness clinic team. If the Contractor interacts with a member/User outside the Platform (i.e., via FaceTime, Skype, phone, email, in person, etc.) and it is not clinically necessary or appropriate, Company may terminate the Counselor immediately and/or withhold any payments owed or due to Contractor at Company’s sole discretion.

      12. The Contractor agrees to use the Platform as intended and not collect additional fees from Users for services rendered associated with the Platform. For clarity, the Contractor agrees that he/she 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.

      13. 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 the Company.

      14. Only in exceptional and clinically necessary circumstances can a Contractor charge Users for legitimate case management. Any fees the Contractor incurs in conjunction with legitimate case management as defined by:

          “the 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.”

          Such fees may be charged to Users outside of the Platform with Users’ express consent for such case management.

      15. The Contractor agrees to indemnify, defend and hold Company 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 Company, 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 Contractor according to this Provider Agreement; (b) the Contractor’s provision of the Provider Services to any third party, regardless of whether or not they are Users of the Platform service; (c) any injury sustained by, or death of a member or prospective member during or resulting from the Contractor’s performance of the services, or (d) any materials that the Contractor has posted to or through the Platform and/or any content exchanged between the Contractor and Users.

      16. The Contractor agrees 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 his/her relationship and interactions with the Users and with the Company. The Contractor further agrees and commits not to engage in conduct that is harmful, unethical, fraudulent, deceptive, or offensive.

      17. For the avoidance of doubt, unethical, fraudulent or deceptive conduct includes, but is not limited to, engaging in conduct that directly or indirectly, intentionally or unintentionally subverts or attempts to subvert Company compensation practices. It also includes making misrepresentations to the Company about the scope, content or nature of the Services the Contractor has provided to members in order to elicit additional compensation from the Company. Failure to comply with this provision may amount to reduced privileges on the Platform or termination. The Contractor agrees to undergo any credentialing, licensure verification, and/or professional ongoing monitoring by Company or a third-party organization facilitated by Company.

      18. Contractor understands that, as an independent contractor, Contractor is not covered by, or entitled to, workers’ compensation benefits from the Company or its carrier as a result of any injury, illness or death incurred by Contractor while performing the Provider Services. Contractor also understands that, as an independent contractor, Contractor is also not entitled to any unemployment benefits from applicable state or federal government in the event this Agreement is terminated.

      19. Contractor agrees to accept exclusive liability for complying with all applicable state and federal laws, including laws governing self-employed individuals, if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on fees paid to Contractor under this Agreement.

      20. Contractor acknowledges and agrees that during the course of and solely as a result of their provision of the Provider Services, Contractor will become aware of some, most, or all of the Company’s clients and members, their assigned names, and their needs and requirements. Contractor further acknowledges and agrees that the loss of such clients or members would cause the Company great and irreplaceable harm. Consequently, unless otherwise expressly agreed in writing with the Company, Contractor covenants and agrees that Contractor will not, in any manner whatsoever, during the term of this Agreement, and for a period of one (1) year following the date of termination of this Agreement, directly or indirectly, on its own behalf or on behalf of or in association with any other person or entity: solicit, accept business, or attempt to induce, encourage, or entice any actual or prospective clients or members of the Company who Contractor personally contacted or provided Provider Services to, or about which the Contractor became aware of and/or received Confidential Information about, for the purpose of: (i) materially interfering with the Company’s business as currently conducted; (ii) doing business with such clients or members in the same class of business offered by the Company; or (iii) marketing similar services provided by the Company to any such actual or prospective clients or members.

      21. Prior to the commencement of the Provider Services, and during the term of this Agreement, Contractor shall obtain and maintain or cause to be obtained and maintained insurance to cover any or all injury or claim against Contractor and/or the Company arising out of Contractor’s performance of the Provider Services. Upon demand, but no later than three (3) days after demand is made, Contractor shall provide the Company with certificates of insurance evidencing the insurance required pursuant to this section.

      22. The Contractor acknowledges that if they choose to treat a minor on our Platform, they are doing so with full consideration of the necessary consents and confidentiality requirements consistent with their applicable licenses.

      23. The Contractor agrees that if they are treating a minor, they have considered consent from the individual with sole right to consent to mental health treatment, consistent with their applicable licensure requirements.

      24. The Contractor agrees that they have considered the confidentiality requirements of a minor and have taken steps at the outset of treatment to ensure they are practicing consistent with their applicable licensure requirements for minors.

   4. Contractor Account and Responsibilities.

      1. The Contractor agrees, confirms, and acknowledges that he/she is responsible for maintaining the confidentiality of his/her password and any other security information related to his/her account (collectively “Account Access”). The Company advises the Contractor to change his/her password frequently and to take extra care in safeguarding his/her password.

      2. The Contractor agrees to notify the Company immediately of any unauthorized use of his/her Account Access or any other concern for breach of his/her account security.

      3. The Contractor agrees, confirms, and acknowledges that the Company will not be liable for any loss or damage incurred as a result of someone else using his/her account, either with or without his/her consent and/or knowledge. Further, the Contractor agrees that he/she is solely and fully liable and responsible for all activities that are made by using his/her Account Access. The Contractor further acknowledges and agrees that the Company will hold him/her liable and responsible for any damage or loss incurred as a result of the use of his/her Account Access by any person whether authorized by the Contractor or not, and the Contractor agrees to indemnify the Company for any such damage or loss.

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

      5. The Contractor attests that his/her use of the Platform, including the Provider Services, are made directly by the Contractor and that he/she is not using neither the Platform nor the Provider Services for or on behalf of any other person or organization.

      6. The Contractor agrees and commits not to interfere with or disrupt or attempt to interfere with or disrupt any of the Company’s 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.

      7. The Contractor agrees and commits 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.

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

      9. The Contractor will indemnify, defend, and hold the Company 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) his/her access to or use of the Platform; (b) any actions made with his/her account or Account Access whether by the Contractor or by someone else; (c) the Contractor’s 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) the Contractor 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.

   5. Modifications, Termination, Interruption and Disruption to the Platform.

      1. The Company may modify, suspend, disrupt, or discontinue the Contractor’s access to the Platform, any part of the Platform, or the use of the Platform, whether to all Users or to the Contractor specifically, at any time with or without notice to the Contractor. The Contractor agrees and acknowledges that the Company 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, the Company may terminate or prevent the Contractor use of the Platform and any services provided through the Platform (including but not limited to Provider Services) at its sole discretion for any reason and for any period of time.

      2. While the Company make commercially reasonable efforts to ensure the Platform’s reliability and accessibility, the Contractor understands and agrees that no platform can be 100% reliable and accessible and so the Company cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.

3. Fees and Payment

   1. Compensation.

      In consideration of the Services rendered hereunder, the Company shall pay the Contractor the fees paid to Contractors outlined in the Counselor Guide which may be changed at the Company’s sole discretion.

      Payment in full or in part of the fees claimed under this clause or any expenses claimed shall be without prejudice to any claims or rights of the Company against the Contractor in respect of the provision of the Provider Services.

   2. Expenses.

      All overhead and out of pocket expenses incurred by the Contractor in the course of performing the Services under this Agreement shall be borne by the Contractor. Without limiting the generality of the foregoing, the Contractor will provide his/her own standard equipment and/or supplies normally or generally required to deliver the Services under this Agreement.

   3. Deductions.

      Contractor will not be treated as a Company employee for federal, state, provincial and/or local tax or any other purposes. The Company shall have no responsibility to make deductions or withholdings for income tax purposes, employment insurance premiums, payroll taxes (including employer health tax), or any other similar charges with respect to the Contractor. The Contractor acknowledges and agrees he/she is responsible for all such payments or remittances and shall indemnify the Company for any costs incurred by the Company arising as a deduction from any payments due to the Contractor. If applicable, Company shall issue 1099 tax forms with respect to fees paid to Contractor.

   4. No Employment Benefits.

      The Contractor shall not be entitled to employment benefits or fringe benefits in the traditional sense made available to employees of the Company, including but not limited to, disability coverage, vacation pay, health or dental insurance, retirement benefits or minimum wage. The Company may provide other benefits such as stipends, services or other incentives. Contractor waives the right to receive any such benefits, to the extent permitted by law.

4. Covenants, Warranties and Representations of the Contractor

   1. Contractor as Principal.

      1. The Contractor confirms that he/she is at least 18 years of age and that he/she is legally able to enter into a contract without the consent of any third party.

      2. The Contractor shall exercise all the skill, care, and diligence in performing the Provider Services. Without limiting the generality of the foregoing, the Contractor covenants and agrees that he/she shall be the person actually performing the Provider Services. The Contractor shall not be permitted to substitute personal performance of the Provider Services with another individual without the express prior written consent of the Company. The Contractor will ensure that he/she renders performance of the Provider Services under this Agreement to the best of his/her ability and in a prompt, diligent, competent, and professional manner. The Contractor warrants that he will remain free of any obligations and restrictions that would interfere, conflict or be inconsistent with the performance of this Agreement.

      3. The Contractor confirms and agrees that all the information that he/she provided in or through the Platform, and the information that he/she will provide in or through the Platform in the future, is accurate, true, current, and complete. Furthermore, he/she agrees that during the term of this Agreement he/she will make sure to maintain and update this information so it will continue to be accurate, current, and complete.

      4. The Contractor agrees not to mislead Users to believe that he/she can provide a service which is outside of the Contractor’s field of licensed expertise and will not misrepresent themselves or create any misleading name or listing.

      5. The Contractor agrees to not perform any Provider Services and or other services or offer any advice in any jurisdiction where the Contractor is not authorized or licensed or in good standing to do so. The Contractor agrees that he/she will not provide any Provider Services or advice to any User unless he/she is 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.

      6. The Contractor agrees that at all times he/she will provide correct and accurate representation of his/her skills, degrees, qualifications, background, and other information, whether this information is provided to the Company, to the User, and on any form submitted to or presented on the Platform. He/she will also provide the same correct and accurate representation of his/her 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.

      7. The Contractor agrees that at all times he/she will provide correct and accurate representation of his/her skills, degrees, qualifications, background, and other information, whether this information is provided to the Company, to the User, and on any form submitted to or presented on the Platform. He/she will also provide the same correct and accurate representation of his/her 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. Contractor represents that it is and shall remain during the term of this Agreement, duly licensed pursuant to the laws of the state, province or jurisdiction (as applicable) in which they are providing Provider Services.

      8. Contractor acknowledges, represents and warrants that: (1) it is experienced and skilled in performing the Provider Services hereunder, (2) the Company will not provide Contractor with any training or instructions concerning the means or methods of performance under this Agreement, (3) the Contractor has the right to provide (and does provide) the Provider Services or similar services to other businesses and/or entities without violating the terms in this Agreement, (4) the Contractor will not engage in any conduct that is unlawful and shall perform the Services in a professional manner consistent with industry standards and professional therapeutic practices; (5) all services undertaken by Contractor through the Platform are done as independent contractors to the Users. Yourwellnessclinic neither employs you nor provides Provider Services; (6) Yourwellnessclinic is technology company that constitutes a qualified marketplace under laws recognizing such platforms for businesses that operate a digital website or application facilitating the provision of services by qualified marketplace contractors to individuals or entities seeking such services; (7) the business relationship between Contractor and Yourwellnessclinic under this Agreement is a temporary, and not a permanent, relationship that allows Contractor to use the Platform to identify contract opportunities; (8) Contractor has no authority to bind Yourwellnessclinic or its affiliates and shall not hold him or herself out as an employee, agent, or authorized representative of Yourwellnessclinic or its affiliates; (9) for all purposes, including but not limited to the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding requirements and all other federal, state and local laws, rules and regulations, Contractor is and will be treated as an independent contractor. Accordingly, Yourwellnessclinic will not withhold any employment taxes from any compensation paid under this Agreement, and Contractor will be solely responsible for the reporting and payment of all federal, state, and local taxes or contributions imposed or required under unemployment insurance, social security, medical insurance, income tax or other applicable laws, rules or regulations with respect to the performance or rendering of services through the Platform; (10) Contractor will not take any position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Yourwellnessclinic that is inconsistent with you being an independent contractor; (11) nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) Contractor from engaging in any other business activities, services or projects that are separate and distinct from any business activities that you may conduct through the Platform; (12) Contractor will choose to accept, how frequently to provide Provider Services, the duration of the Provider Services provided to any User, and the manner in which Contractor will provide the services sought by any User; and (13) Yourwellnessclinic does not dictate the specific time of performance and does not guarantee you any minimum amount of Provider Services.

      9. Contractor is solely responsible for the manner and means of the performance of the Provider Services to be provided hereunder, except that the Company shall retain the right to ensure that all Provider Services performed by Contractor are in accordance with laws and regulations of the applicable jurisdictions concerning the practice of therapy in the applicable jurisdictions. Contractor hereby acknowledges and agrees that any review by the Company to ensure legal compliance and any deadlines specified by the Company do not constitute direction or control by the Company over Contractor’s Provider Services or direction by the Company of the time for performance by Contractor. Contractor is solely responsible to supply and use its own tools or equipment that may be necessary for the performance of the Services herein

      10. Contractor represents and warrants it offers therapy services to the public and this Agreement shall not be an impediment or restriction on the Contractor’s continued ability to provide that service to the public.

      11. Contractor will provide immediate written notice to Company of any of the following:

          1. the commencement or resolution of any investigation or proceeding by any licensing authority, or other governmental body or agency;

          2. any malpractice action which is commenced, adjudicated or settled;

          3. any change in status of his/her license; or

          4. any conviction or plea of guilty or nolo contendere to a felony in a court of competent jurisdiction.

   2. Compliance with Laws.

      In the performance of Services, the Contractor agrees to ensure that he/she complies with all applicable laws, bylaws, regulations, orders, or any rules, directives or policies imposed by applicable regulatory or governmental authority.

   3. Non-Disclosure

      In the course of performing his obligations and responsibilities under this Agreement, the Contractor may receive business, financial, technical, personal, health, member, and other information, which is confidential and/or proprietary in nature, belonging to the Company, its clients/members or other third parties to whom the Company has an obligation of confidentiality or non-disclosure is collectively referred to herein (“Confidential Information”) and agrees:

      1. not to disclose to a third party or use for any purpose, or reason whatsoever (other than for the benefit of the Company in connection with the Services), in any manner, any Confidential Information without the consent of the Company except as may be required by any law or regulation; and

      2. to respect that confidentiality by employing security measures appropriate to the nature of the information retained and the means by which that Confidential Information is recorded or stored.

      The Contractor shall take all reasonable steps to observe and comply with these restrictions.

      Contractor also agrees to abide by the Data Processing Agreement and any other agreement between the Contractor and Company which limits the use and disclosure of the member health and personal information which they receive and process as part of the Provider Services.

      Nothing in this Agreement prohibits Contractor from reporting an event that Contractor reasonably and in good faith believes is a violation of law to the relevant law-enforcement agency, or from cooperating in an investigation conducted by such a government agency.

   4. No Authority to Contract on Behalf of Company

      The Contractor will not, and will not have the authority to, without the prior written consent of the Company, enter into any contract or commitment in the name of, or on behalf of, the Company or bind the Company in any respect whatsoever, or represent himself as a partner, joint venturer, agent, or employee of the Company.

5. Limitation on Time to File Claims

   ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, UNLESS SUCH BAR IS NOT PERMITTED BY APPLICABLE LAW.

6. Arbitration

   1. Any dispute between the parties will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), including, but not limited to, any and all claims arising out of or related to any contract (whether oral or written) between the Company and Contractor, the termination of any such contract (or the parties’ relationship), the classification of Contractor as an independent contractor, Contractor’s provision of Provider Services to the Company or any of its clients, members or customers, or any payments received by Contractor for providing services to the Company, regardless of its date of accrual and survives after the parties’ relationship terminates. Except as it otherwise provides, this Agreement also applies, without limitation, to disputes arising out of or related to background checks, privacy, any alleged employment relationship or the termination of that relationship, trade secrets, unfair competition, compensation (including minimum wage or overtime), classification, expense reimbursement, breaks and rest periods, discrimination, harassment or retaliation, and claims arising under the Fair Credit Reporting Act, Defend Trade Secrets Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §1981, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, the Civil Rights Act of 1991, the Pregnancy Discrimination Act, Equal Pay Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state or local statutes or regulations addressing the same or similar subject matters (including without limitation statutory discrimination, harassment or retaliation claims), and all other federal, state, city or other legal claims arising out of or relating to all other aspects of the relationship between Contractor and the Company (including without limitation torts and claims that arise after the termination of the parties’ relationship). However, the preceding sentence does not apply to the Class Action Waiver. Additionally, the first sentence of this paragraph does not apply to any claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act.

      Except as it otherwise provides, this Agreement is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. All claims in arbitration are subject to the same statutes of limitation that would apply in court. Except as otherwise stated in this Agreement, Contractor and the Company agree that any legal dispute or controversy covered by this Agreement, or arising out of, relating to, or concerning the applicability, scope, validity, enforceability or waiver of this Agreement, shall be resolved by final and binding arbitration, and not by court or jury trial, in accordance with the Employment Arbitration Rules of the American Arbitration Association (“AAA Employment Rules”) or by using a service such as Google to search for “AAA Employment Arbitration Rules”); provided however, that if there is a conflict between the AAA Employment Rules and this Agreement, this Agreement shall govern. The following terms and procedures shall apply:

      1. The arbitration shall be heard by one arbitrator selected in accordance with the AAA Employment Rules. The arbitrator shall be a member of the bar of the state in which the arbitration will be conducted or a retired judge from any jurisdiction and, in either case, shall have experience in the law underlying the dispute.

      2. If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in Wilmington, Delaware.

      3. Each party will pay the fees for its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. However, in all cases where required by law, the Company will pay the arbitrator’s and arbitration fees. If under applicable law the Company is not required to pay all of the arbitrator’s and/or arbitration fees, such fee(s) will be apportioned between the parties in accordance with said applicable law, and any disputes in that regard will be resolved by the arbitrator.

      4. The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.

      5. Except as provided in the Class Action Waiver (as defined below), the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The arbitrator shall apply the state or federal substantive law, or both, as is applicable.

      6. Either party may file a motion to dismiss and/or motion for summary judgment and the arbitrator will apply the standards of the Federal Rules of Civil Procedure governing such motions.

      7. The arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision or award in any court of competent jurisdiction.

      8. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and any such application shall not be deemed incompatible with or waiver of this agreement to arbitrate. The court to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.

      If for any reason the AAA will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.

      This Agreement does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits; however, it does apply to retaliation claims based upon seeking such benefits claims. Also, this Agreement does not apply to disputes that may not be subject to arbitration as expressly provided by a controlling federal or state statute.

      Nothing in this Agreement prevents Contractor from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, or the National Labor Relations Board. Nothing in this Agreement prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Agreement. This Agreement also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Agreement. Nothing in this Agreement prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration.

      Disputes between the parties that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress are excluded from the coverage of this Agreement.

   2. Class, Collective, and Other Representative Action Waivers (“Class Action Waiver”). Yourwellnessclinic and Contractor mutually agree that by entering into this Arbitration Agreement, both waive their right to have any dispute or claim brought, heard or arbitrated as a class, collective, and/or other representative action to the maximum extent permitted by law, and an arbitrator will not have any authority to hear or arbitrate any such class, collective, or other representative action. Contractor also waives Contractor’s right to receive notice of any class, collective, or other representative action that may be filed. Notwithstanding any other clause contained in this Arbitration Agreement or the AAA Employment Rules, as defined above and incorporated herein by reference, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or other representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective, or other representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

   3. Right to Opt Out of Arbitration. Contractor may opt out from this Arbitration agreement and Class Action Waiver within 30 days after Contractor first begins using the Yourwellnessclinic Platform by writing to info@yourwellnessclinic.org

   4.  Please state that Contractor is are opting out of this Arbitration Agreement and Class Action Waiver and provide Contractor’s name and address. If Contractor opts out of this Arbitration Agreement and Class Action Waiver within the 30-day period, neither Contractor nor Yourwellnessclinic will be required to arbitrate disputes and may instead litigate those disputes without regard to this Arbitration Agreement and Class Action Waiver. Should Contractor not opt out of this Arbitration Agreement and Class Action Waiver within the 30-day period, Contractor and Yourwellnessclinic shall be bound by the terms of this Arbitration Agreement and Class Action Waiver. Contractor has the right to consult with counsel of Contractor’s choice concerning this Arbitration Agreement and Class Action Waiver. Contractor will not be subject to retaliation due to exercising Contractor’s right to opt-out of this Arbitration Agreement and Class Action Waiver.

   5. Injunctive Relief. Contractor acknowledges that, because its services are personal and unique and because Contractor will have access to Confidential Information of the Company, any breach of this Agreement by Contractor would cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and, therefore, will entitle the Company to injunctive relief (including specific performance). In particular, a breach of the provisions of Paragraphs 3, 6 and/or 11 would give rise to irreparable harm to the Company (or, in the case of disclosure of certain Confidential Information, to the owner of that information) which cannot be compensated adequately by an award of damages. Accordingly, if Contractor breaches or threatens to breach this Agreement, the Company (as well as the owner of any Confidential Information at issue, if not the Company) may seek and obtain injunctive relief against such breach or threatened breach, in addition to any other legal remedies which may be available. Accordingly, Contractor consents to the entry of a restraining order, preliminary injunction or other court order to enforce this Agreement and expressly waives any security that might otherwise be required in connection with such relief. The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party in law or in equity.

7. Miscellaneous

   1. Notices.

      The Company may provide notices or other communications to the Contractor regarding this Agreement or any aspect of the Platform, by email to the email address that the Company has 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@yourwellnessclinic.org

   2. Advertising.

      Under this Agreement, the Company shall provide the information that Contractor volunteers in or through the Platform including, but not limited to, his/her name, photograph, NPI (if applicable), information about his/her credentials, experience, specialties and qualifications, may be used and/or provided to third parties and third-party websites for the purpose of promoting the Provider Services. Promotion may include using the Contractor’s name, photograph and profile in thirty-party provider directories that promote the Company. Contractor may decline this opportunity by contacting yourwellnessclinic at info@yourwellnessclinic.org

   3. Identity verification.

      We may use identity verification services from our vendor provider, Mitek, to check your identity documents, confirm your identity, and protect against fraud and abuse. In such cases, we will ask you to submit a valid form of photo identification and a selfie image, which is sent directly to Mitek. Mitek uses machine learning technologies such as biometric facial comparison algorithms to compare your selfie to your photo identification document and confirm a match.  does not store the images or the biometric identifier generated based on the images. We do receive a copy of the text included on your photo identification document so that we can compare the name on your ID with the name you provided to yourwellnessclinic . Once you are approved as a yourwellnessclinic Therapist, we delete the information we received from your identification document. In accordance with its, Mitek deletes the information it collects and generates about you once verification is complete. yourwellnessclinic and Mitek only use the collected information for completing and improving the identity verification process. If you prefer manual ID verification please contact info@yourwellnessclinic.org

   4. The Company’s Ability to Conduct Quality Assurance Reviews

      Upon the consent of Users, a very limited number of licensed clinical professionals and members of the Trust & Safety and Legal teams, at the Company have the discretion to review the Contractor’s correspondence or exchanges with Users for the purpose of:

      1. administering and/or monitoring the Platform;

      2. verifying and/or reviewing the truthfulness or accuracy of the details in the Contractor’s personal profile, credentials, qualifications, or any of his/her postings or transmissions; and/or

      3. monitoring activity between Contractors and clients in the event that an investigation or legal proceeding requires monitoring.

      For the avoidance of doubt, members of our Therapist Onboarding and Recruitment teams also have the ability to verify and/or review the truthfulness or accuracy of the details regarding the Contractor’s experience, credentials and qualifications.

      The Company also has the discretion to remove or refuse to post or transmit any content uploaded by the Contractor that the Company deems inappropriate or in conflict with the Company’s values, vision, and goals. The Company reserves the right to remove any content for any reason at its sole discretion.

   5. Changes to this Agreement.

      The Company may change this Agreement by posting modifications on the Platform. Unless otherwise specified by the Company, all modifications shall be effective upon posting. Therefore, the Contractor is encouraged to check the terms of this Agreement frequently. By using the Platform after the changes become effective, the Contractor agrees to be bound by such changes to the Agreement. If the Contractor does not agree to the changes, he/she must terminate access to the Platform and participation in its services. yourwellnessclinic agrees to reasonably assist in the Contractor’s transition off the Platform should he/she so desire.

   6. Transfer, Assignment, and Delegation.

      Except as provided herein, the Contractor may not assign, delegate, or otherwise transfer any of its rights, obligations, and responsibilities under this Agreement without the prior written consent of the Company and any such purported transfer shall be null and void.

      The Company may freely transfer or assign this Agreement or any of its obligations hereunder.

   7. Waiver.

      The waiver by any of the parties of any action, right or condition described in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event in writing by the party purporting to give the same.

   8. Governing Law.

      This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware.

   9. Counterparts.

      This Agreement may be executed in counterparts each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

   10. Severability.

       In the event that any provision or any part of any provision hereof is deemed to be invalid by reason of the operation of any law or by reason of the interpretation placed thereon by a court, this Agreement shall be construed as not containing such provision or part of such provision and the invalidity of such provision or such part shall not affect the validity of any other provision or the remainder of such provision hereof. All other provisions hereof which are otherwise lawful and valid shall remain in full force and effect.

   11. Independent Legal Advice.

       The Contractor acknowledges that they have read and understand the terms contained in this Agreement and have obtained independent legal advice should they feel they need it.

Last Updated: April 20, 2024