Independent Contractor Therapist Terms and Conditions

1. Provider Services. Subject to this Agreement, Group hereby engages Contractor, as an independent contractor, to supply Clients with virtual therapy support, consulting, and/or professional advice (collectively, the "Provider Services"). Provider Services are administered and accessible to any person or persons who accesses the Provider Services (hereinafter, referred to as "Users", "Clients" or "Patients") via multiple websites, mobile applications, and other means, including BetterHelp platform (collectively, the "Platform").
2. As-Needed Basis. The parties acknowledge and agree that the Group has no obligation to make any minimum commitment of work, time, or compensation to the Contractor. The Contractor will provide services only on an as-needed basis as determined by the availability of Clients.
3. Location. The Services shall be rendered remotely in compliance with law, unless expressly agreed to otherwise.
4. Relationship with BetterHelp. Group has a relationship with BetterHelp, Inc. ("BetterHelp") through which BetterHelp provides certain administrative, operations, technology, platform, management, and marketing services on behalf of Group. As such, unless otherwise authorized by Group, all Provider Services will occur through the BetterHelp Platform. Contractor must comply with any and all applicable Terms and Conditions associated with BetterHelp, which are incorporated herein by reference. As applicable, BetterHelp is a third-party beneficiary to this contract.
5. Relationship as Independent Contractor. The relationship between Group and Contractor shall be that of independent contractor and nothing herein shall render the Contractor an employee, partner, party to a joint venture with Group or BetterHelp. You shall not hold yourself out to have any such authority. This Agreement constitutes a contract for the provision of Provider Services to Clients and not a contract of employment.
   1. Compliance with Law for Self-Employed Individuals. You agree 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.
   2. No Workers Compensation; No unemployment. You understand that, as an independent contractor, you are not covered by, or entitled to, workers' compensation benefits from Group or BetterHelp or their respective carrier as a result of any injury, illness or death incurred by you while performing the Provider Services. You also understand that, as an independent contractor, you are also not entitled to any unemployment benefits from the applicable state or federal government in the event this Agreement is terminated.
6. Contracting with Payors. Group enters into, or may enter into, contracts with health insurance companies, health plans, government programs and/or third-party payors (each, a "Payor") to help Clients use their health insurance benefits. After opting in to see such Clients or submitting your credentialing-related documentation to Group, Contractor agrees that Group may enroll Contractor with any Payor, enter into Payor contracts on Contractor's behalf, and share Contractor information with or on behalf of Payor for the purpose of enrolling Contractor with the Payor and/or complying with the Payor contract, audits, policies, procedures and other reasonable requests. Any notices under Payor contracts provided to Group may be deemed as a notice to Contractor. To the extent you are providing Provider Services to a Client using their health insurance benefits through a Payor, you agree to review and be subject to the Payor's applicable policies, procedures, manuals, and Terms and Conditions. You must give sixty (60) days' prior written notice of your intent to terminate this Agreement if you are enrolled with a Payor through Group.

By accessing or using the Platform, 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. Without limiting the generality of the foregoing, the following Section sets out additional expectations of your use of the Platform.

1. Restrictions. 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 Group, BetterHelp or 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, (e) inaccurately or falsely represent yourself to the Platform or Group, (f) use either Platform for any reason other than performing Provider Services or a related task, (g) solicit any illegal or unethical activity or other activity which infringes Group's or BetterHelp's rights or the rights of others, including without limitation promoting other legitimate business activities or selling any products whatsoever, regardless of the legality of the products, and/or (h) violate these Terms in any manner.
2. Features and Modifications. BetterHelp reserves its exclusive rights to modify the features and functionality of its Platform, and such modifications are subject to change or termination without notice. Contractor shall use the Platform features, including any artificial intelligence tools, in full compliance with the instructions and directions of the BetterHelp or Group.
3. No guarantee of Client referrals. BetterHelp does not guarantee any referrals of Users and makes no representations regarding the volume or number of interactions Contractor will have with Users. Group has the authority to cease referrals of Clients to Contractor at any time in its sole discretion. In such cases, Group may direct Platform to cease facilitating referrals.
4. Platform Privacy Policy. By agreeing to these Terms and by using the Platform, Contractor also agrees to be subject to the BetterHelp privacy policy available at https://www.www.betterhelp.com/privacy/ ("Platform Privacy Policy"). Solely for purposes of the Platform Privacy Policy, Contractor is a User and the same terms of the BetterHelp Privacy Policy that would apply to any "User" also apply to the Contractor. The Platform Privacy Policy is hereby incorporated into and deemed a part of this Agreement. The Platform Privacy Policy may be updated from time to time as determined by BetterHelp with or without prior notice, so please ensure you regularly check the Platform Privacy Policy for changes. After any change to the Platform Privacy Policy, your continued use of the Platform shall indicate your consent to such changes.
5. Warranty Disclaimer; Assumption of Risk. Contractor acknowledges and agrees that each 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 Group and/or BetterHelp 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 BetterHelp or Group 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, BetterHelp and Group expressly disclaim all warranties of any kind, whether expressed or implied, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, compatibility, security, legality, or accuracy. Such disclaimer applies to the extent related to information transmitted on or through the Platform. Contractor bears the sole and entire risk of any use of the Platform, registering to provide Provider Services, providing Provider Services, and uploading and transmitting material through the Platform.
6. Responsibility for Agreements with Client. Contractor will be solely responsible for any agreements he/she chooses to make with a User. Group and/or BetterHelp will not be responsible or liable in any way for any agreement made between the Contractor and a Client 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.
7. Contractor Account and Responsibilities.
   1. 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"). Group and/or BetterHelp advises the Contractor to change his/her password frequently and to take extra care in safeguarding his/her password.
   2. Contractor agrees to notify Group or BetterHelp immediately of any unauthorized use of his/her Account Access or any other concern for breach of his/her account security.
   3. Contractor agrees, confirms, and acknowledges that BetterHelp and/or Group 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, 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 Group 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 Contractor or not, the Contractor agrees to indemnify BetterHelp and Group for any such damage or loss.
   4. Contractor agrees and commits not to use the account or Account Access of any other person for any reason.
   5. 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. Contractor agrees and commits not to interfere with or disrupt or attempt to interfere with or disrupt any of BetterHelp's or Group'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. 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 Contractor receives any file from Group or BetterHelp or from a Client, 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.
8. Modifications, Termination, Interruption and Disruption to the Platform.
   1. BetterHelp or Group, as applicable 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 Contractor specifically, at any time with or without notice to Contractor. Contractor agrees and acknowledges that Group 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, Group 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 BetterHelp make commercially reasonable efforts to ensure the Platform's reliability and accessibility, Contractor understands and agrees that no platform can be 100% reliable and accessible. BetterHelp and/or Group cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.

1. Standard of care. Contractor must exercise a reasonable standard of care, including confidentiality obligations, at least equivalent to a traditional in-person interaction with a Client as mandated by his/her profession, qualification, and applicable 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. Non-permitted services. Contractor will not provide to Clients any services (i) other than Provider Services, (ii) which may not be lawfully or ethically provided through the Platform according to the laws, regulations and ethics that apply in the Contractor's jurisdiction, or (iii) that require an in-person meeting or examination of a Client.
3. No emergency services. The Contractor will not provide Provider Services for any Clients presenting with an emergency. For emergency matters and issues, Contractor agrees to instruct Clients to immediately call 911 or their local emergency assistance number.
4. Non-Disclosure. Contractor will not discuss the specifics and logistics of their interactions within the Platform, including, but not limited to, payment terms and mechanisms, without express written approval from Group.
5. Special Populations. To the extent Contractor opts-in to provide therapy to certain populations (Couples, LGBTQ+, minors and/or Christian), Contractor represents and warrants they possess specialist skills, expertise, experience or training to counsel such populations.
6. No Substitute for In-Person. Contractor acknowledges and agrees to inform Clients 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.
7. No off-Platform services. Contractor agrees to only engage in Provider Services offered through the Platform, unless otherwise agreed to by Group in writing, and for which they are licensed and/or legally credentialed to provide. Group hereby disclaims any and all responsibility and liability for Provider Services not provided through the Platform.
8. No practice of medicine. Regardless of the Contractor's professional and educational training, he/she agrees to never engage in the practice of medicine through the Platform, unless Contractor is expressly authorized to do so by Group.
9. Prohibited countries. Contractor represents and warrants that they are: (a) 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; (b) not listed on any U.S. Government list of prohibited or restricted parties
10. Non-solicitation. Contractor will not solicit Clients for any therapy outside of the Platform unless absolutely clinically necessary and/or authorized by Group. In the event 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 Group's clinical 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, Group may terminate the Contractor immediately and/or withhold any payments owed or due to Contractor at Group's sole discretion, only to the extent permitted by applicable law.
11. No seeking payment from Clients. Contractor agrees to not collect additional fees from Clients for services rendered associated with the Platform or Group. For clarity, Contractor will not request Client's payment information in connection with collecting a payment for any reason, including without limitation a no-show fee.
12. Use of AI. As further described in the Data Processing Terms agreed by Contractor, Contractor shall not disclose any member personal or health information to “ChatGPT” or another third-party AI or machine learning algorithm or system (“AI”), except to the extent it is an AI tool offered by BetterHelp and consented to by the Client. To the extent Contractor uses AI for the purposes not prohibited by these Terms or the Data Processing Terms, Contractor does so entirely at their own risk and is not a replacement for Contractor's own clinical judgment and professional obligations.
13. Fees for External Assessment Tools. Any fees related to external assessments that are conducted outside the Platform, whether or not there are fees associated with such tools 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 Group.
14. Case management fees. Only in exceptional and clinically necessary circumstances can Contractor charge Clients for legitimate case management, provided such case management is consistent with applicable law. 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. Compliance with Law. Contractor agrees to comply with and 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 Clients and with Group, including without limitation the federal and state anti-kickback and self-referral laws and regulations at all times during the term of this Agreement.
16. Prohibited Conduct. Contractor further agrees and commits not to engage in conduct that is harmful, unethical, fraudulent, deceptive, illegal, or offensive or in violation of any provider guide, policy, procedure, or process ("Prohibited Conduct"). Prohibited Conduct includes, without limitation, engaging in: (i) illegal drug use, (ii) conduct that directly or indirectly, intentionally or unintentionally subverts or attempts to subvert Group compensation practices, and (iii) making misrepresentations to Group or BetterHelp about the scope, content or nature of the Provider Services that Contractor has provided to members to elicit additional compensation from Group. Failure to comply with this provision may amount to reduced privileges with Group or on the Platform, up to and including termination.
17. No guaranteed referrals. Although the Contractor is obligated to provide the Provider Services in accordance with this Agreement, neither party is required to refer Clients to, or otherwise generate business for, the other party. The parties intend this Agreement to comply with 42 U.S.C. § 1320a-7b(b) (the Anti-Kickback Statute), 42 U.S.C. § 1395nn (the Stark Law) and any other federal or state law provision governing healthcare fraud and abuse.
18. Credentialing; Monitoring. Contractor agrees to undergo any credentialing, licensure verification, and/or professional ongoing monitoring by Group or a third-party organization facilitated by Group.
19. Patient Safety Organization. Contractor agrees to actively participate in the Group's designated Patient Safety Organization, including without limitation timely reporting of patient safety work product.
20. Non-Solicitation. 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 Group's and/or BetterHelp'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 Group and/or BetterHelp great and irreplaceable harm. Consequently, unless otherwise expressly agreed in writing with Group and/or BetterHelp, 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 either Provider Platform or Group 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 Group's or BetterHelp's business as currently conducted; (ii) doing business with such clients or members in the same class of business offered by Group or BetterHelp; or (iii) marketing similar services provided by Group to any such actual or prospective clients or members.
21. Insurance Coverage. Prior to the commencement of the Provider Services, and during the term of this Agreement, Contractor shall obtain and maintain, or cause to obtain and maintain insurance, to cover any or all injury or claim against Contractor and/or the Group and BetterHelp 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 Group with certificates of insurance evidencing the insurance required pursuant to this Section.
22. Treating Minors. Contractor acknowledges and agrees that if they choose to treat a minor on the Platform, they:
    1. are doing so with full consideration of the necessary consents and confidentiality requirements consistent with their applicable licenses.
    2. have considered consent from the individual with sole right to consent to mental health treatment, consistent with their applicable licensure requirements.
    3. 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.

1. Compensation
   1. Compensation. In consideration of the Provider Services rendered hereunder, Group shall pay, or shall cause to pay, Contractor the compensation as outlined in the Counselor Guide, which may be changed at any time at the Group's sole discretion. From time to time, Group may offer opportunities for additional compensation or benefits. In such circumstances, Group has absolute and sole authority to change, revoke, or terminate such opportunities. Contractor waives the right to receive any such additional compensation or benefits, to the extent permitted by law.
   2. Group Rights. 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 Group against the Contractor in respect of the provision of the Provider Services.
   3. Arms-Length Bargaining. The compensation herein has been determined, through good faith and arm's length bargaining, to be commercially reasonable and consistent with the fair market value of the Provider Services. The compensation does not include any discount, rebate, kickback or other reduction in charge, nor is it intended to be an inducement or payment for referral of Clients from one party to another.
2. No Directly Billing Patients; Assignment of Payment. Unless not permitted by applicable law, Contractor may not, and shall not, bill any Client, governmental agencies, third party payors, or other financially responsible parties for any Provider Services rendered by Contractor under this Agreement. To the extent permitted by applicable law, Contractor agrees that it is, and will, assign or reassign to Group the right to bill and collect for the Provider Services and shall execute any and all agreements and reassignments as may be reasonably required to effectuate such billing and reassignment. Accordingly, Group shall have the exclusive right to bill and collect for the Provider Services from all Clients, health plans, governmental agencies, third party payors, and other financially responsible parties as it deems fit in its sole determination. All amounts paid to Group by Clients, health plans, governmental agencies, third party payors, or other financially responsible parties, shall be and remain the sole property of Group. The sole source of the Contractor's compensation for the Provider Services is the payment from the Group to Contractor under this Agreement. Contractor shall cooperate with the Group to provide all necessary information, including timely completion of any required clinical documentation, to allow Group, directly or indirectly, to bill and collect fees for the Provider Services. The Contractor shall comply with all billing laws, regulations, instructions, interpretative guidelines and requirements established by health plans, governmental agencies, third party payors, or other financially responsible parties. The Contractor hereby appoints Group (and/or Group's authorized Contractors, agents, representatives or assigns) as attorney-in-fact with full power of substitution and delegation, to execute, bill for, and to receive monies or endorse checks due or payable to the Contractor from any client, user, business partner, or third-party payor by reason of professional or other services rendered by the Contractor under this Agreement.
3. Expenses. All overhead and out of pocket expenses incurred by Contractor in the course of performing the Provider Services under this Agreement shall be borne by the Contractor. Without limiting the generality of the foregoing, Contractor will provide his/her own standard equipment and/or supplies normally or generally required to deliver the Provider Services under this Agreement.
4. Deductions. Contractor will not be treated as an employee of Group or BetterHelp for federal, state, provincial and/or local tax or any other purposes. Group 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. Contractor acknowledges and agrees he/she is responsible for all such payments or remittances and shall indemnify the Group for any costs incurred by or on behalf of Group arising as a deduction from any payments due to the Contractor. If applicable, Group shall cause to be issued 1099 tax forms with respect to fees paid to Contractor.
5. No Employment Benefits. Contractor shall not be entitled to employment benefits or fringe benefits in the traditional sense made available to employees of Group or BetterHelp, including but not limited to, disability coverage, vacation pay, health or dental insurance, retirement benefits or minimum wage.

1. Contractor as Principal. Contractor represents, covenants, warrants, and agrees that:
   1. They are at least 18 years of age and are legally able to enter into a contract without the consent of any third party.
   2. They shall exercise all the skill, care, and diligence in performing the Provider Services and shall comply with this Agreement. Without limiting the generality of the foregoing, Contractor covenants and agrees that he/she shall be the person actually performing the Provider Services. Contractor shall not be permitted to substitute personal performance of the Provider Services with another individual without the express prior written consent of Group. 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. 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. They have provided and will provide information that is accurate, true, current, and complete to Group, Payor, BetterHelp, and Client and will maintain and update such information for completeness, accuracy, and currentness. This information includes representations and information about Contractor's skills, degrees, qualifications, or background.
   4. They shall not mislead Clients 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. They shall 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.
   6. They shall not provide any Provider Services to any Client 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.
   7. They are and shall remain duly licensed pursuant to the laws of the state, province or jurisdiction (as applicable) in which they are providing Provider Services.
   8. (1) they are experienced and skilled in performing the Provider Services hereunder, (2) Group or BetterHelp will not provide Contractor with any training or instructions concerning the means or methods of performance under this Agreement, (3) they have as the right to provide, and do provide, Provider Services or similar services to other businesses and/or entities without violating the terms in this Agreement, (4) they 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) they understand and agree that all services undertaken by Contractor through the Platform are done as independent contractors to the Users. Group does not employ you and BetterHelp does not in any way provide Provider Services; (6) BetterHelp 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 Group 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 Group or BetterHelp or their respective affiliates, and shall not hold him or herself out as an employee, agent, or authorized representative of Group or BetterHelp or their respective 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, Group 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 Group or BetterHelp 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) Group 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. The Contractor will exercise independent professional judgment in the treatment and care of Clients, and in this regard will have complete control over decisions requiring professional judgment. Contractor will be solely responsible for the treatment of Users. The provisions of the Agreement will not be deemed to affect the professional-Users relationship and the confidentiality thereof., Notwithstanding the foregoing, the Group 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 Group to ensure legal compliance and any deadlines specified by Group do not constitute direction or control by Group over Contractor's Provider Services or direction by Group 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 Group 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. Data Incident. Contractor agrees to notify Group in writing of any security incident or breach involving any Group or Client records as soon as practicable and in any event within twenty-four (24) hours after Contractor becomes aware of such incident. Unless otherwise requested by Group, Contractor agrees that he or she shall not review or examine any such records or files except of those Group Clients he or she treats, and Contractor further agrees that he/she shall not remove, or cause to remove, any files, charts, records or information available therein, or copies thereof, from the Group's location or for such other purpose as the parties may otherwise agree in advance.
3. Non-Disparagement. Contractor represents, warrants, and covenants that they will not at any time after Effective Date, through any medium, either orally or in writing, including, but not limited to, electronic mail, television or radio, computer networks or internet bulletin boards, blogs, social media, (including but not limited to Facebook, LinkedIn, Instagram, Snapchat, or Twitter), or any other form of communication, disparage, defame, impugn, damage, or assail the reputation, or cause or tend to case the recipient of a communication to question the business condition integrity competence, good character, professionalism, or product quality of the Group or BetterHelp (including its shareholders, directors, officers, contractors, management services entities, services or business practices), as applicable, whether by virtue of this Agreement or any of the details covered by this Agreement. Notwithstanding the above, nothing herein shall prevent Contractor from testifying truthfully if required by order of a court of competent jurisdiction or as required by law.
4. Contractor is not listed, and represents and warrants that Contractor has no current reason to believe that during this Agreement Contractor will be so listed: (i) by a federal agency as excluded, disbarred, suspended, or otherwise ineligible to participate in Federal programs, including Medicare or Medicaid (this includes the Department of Health and Human Services Office of Inspector General's List of Excluded Persons/Entities); or (ii) on the General Services Administration List of Parties Excluded from the Federal Procurement and Non-Procurement Programs.
5. Non-Disclosure. In the course of performing his obligations and responsibilities under this Agreement, Contractor may receive business, financial, technical, personal, health, member, and other information, which is confidential and/or proprietary in nature, belonging to Group or BetterHelp its clients/members or other third parties to whom Group 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 Group in connection with the Provider Services), in any manner, any Confidential Information without the consent of Group 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.
6. 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 Group 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.

7. No Authority to Contract on Behalf of Group. Contractor will not, and will not have the authority to, without the prior written consent of Group or BetterHelp, enter into any contract or commitment in the name of, or on behalf of, the Group or BetterHelp or bind Group or BetterHelp in any respect whatsoever, or represent himself as a partner, joint venturer, agent, or employee of Group or BetterHelp.

This Section is not intended to limit the compliance, liability, or indemnity provisions in other Sections of this Agreement.

1. Compliance with Laws. In the performance of Provider Services, Contractor shall comply with all applicable laws, bylaws, regulations, orders, or any rules, directives or policies imposed by applicable regulatory or governmental authority, including without limitation, the federal and state anti-kickback and self-referral laws and regulations at all times during the term of this Agreement.
2. Compliance with Policies and Procedures. Contractor represents, covenants, and warrants that it shall comply with all policies, procedures, protocols, instructions, requirements, and processes of Group, BetterHelp, and, if applicable, Payors and Payor agreements (collectively, "Policies"). Contractor agrees to complete any and all trainings as contemplated in the Policies.
3. Compliance with Privacy Laws. Contractor shall comply with all applicable federal and state laws, rules, and regulations relating to the maintenance, uses and disclosures of personal health information, highly sensitive information and protected health information, including, to the extent applicable, the Health Insurance Portability and Accountability Act of 1996, as codified at 42 USC § 1320d through d-8, as amended, including federal privacy regulations and security standards ("HIPAA Requirements"). If applicable, the Contractor shall enter into any further agreements as necessary to facilitate compliance with the HIPAA Requirements.
4. Liability.
   1. Under no circumstances will BetterHelp or Group be held liable to Contractor, or to any third party, 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.
   2. Contractor acknowledges and agrees that Group and BetterHelp disclaims any liability in relation to any claim, suit or action brought by a Client 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. Contractor agrees to indemnify and hold the Group and/or BetterHelp, as applicable, harmless in connection with any such claim and any damages or expenses arising therefrom. Without limiting the generality of liability limitations and other restrictions set out in these Terms, Group and BetterHelp disclaim in full and shall not be responsible or liable for Contractor's acts, omissions, treatment decisions, treatment outcomes, interactions with Payors, interactions with Clients in connection with these Terms or for Contractor's breaches of these Terms.
   3. Liability release. Contractor acknowledges that he/she will be solely responsible and liable for any damages to any Client to whom he/she provides services and to any Client who suffers damages arising from or connected to such services that he/she provided to that Client. In the event of a dispute regarding any interaction conducted through the Platform, the Contractor hereby releases Group and BetterHelp 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.
   4. Group'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 three (3) months period prior to the date of the claim.
   5. If the applicable law does not allow the limitation of liability as set forth herein, the limitation will be deemed modified solely to the extent necessary to comply with applicable law. This section 6 shall survive the termination or expiration of this Agreement.
5. Indemnities.
   1. General Indemnity. Contractor agrees to indemnify, defend and hold Group and BetterHelp and each and all of its affiliates, associated companies, subcontractors, employees, directors, and officers, harmless from and against any and all claims, liabilities, proceedings, demands, causes of actions, actions, losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys' fees) arising from, related to, or in connection with: (a) any violation or breach of any representation, warranty, covenant or agreement by Contractor under this Agreement; (b) 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 Contractor's performance of the services, (d) any materials that the Contractor has posted to or through the Platform and/or any content exchanged between the Contractor and Users, (e) 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, (f) Contractor violation of any third party rights, including, without limitation, any intellectual property rights, publicity, confidentiality, property or privacy right, (g) his/her access to or use of the Platform, (h) any actions made with his/her account or Account Access whether by the Contractor or by someone else, or (i) non-payment for any of the services (including Provider Services) which were provided through the Platform.
   2. Indemnity for employment and tax claims. Contractor shall be solely responsible for and shall indemnify Group and BetterHelp 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 Provider Services, where the recovery is not prohibited by law. Contractor shall further indemnify Group against all reasonable costs, expenses, and any penalty, fine or interest incurred or payable by Group 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 Group arising out of or in connection with the provision of the Services.
   3. Satisfying Indemnities. Group 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. Section 6 shall survive the termination or expiration of this Agreement.

1. 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.
2. Any dispute between the (i) Contractor and (ii) Group or BetteHelp 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 (i) Group or BetterHelp and (ii) 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 Group or any of its clients, members or customers, or any payments received by Contractor for providing services to Group, 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 Group or BetterHelp 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 Group or BetterHelp (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, Group and BetterHelp 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") (the AAA Employment Rules are available via the internet at www.adr.org/employment 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, Group or Betterhelp, as applicable,will pay the arbitrator's and arbitration fees. If under applicable law, Group or BetterHelp, as applicable, 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. Contractor, Group, or BetterHelp 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.
3. 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.

4. Class, Collective, and Other Representative Action Waivers ("Class Action Waiver"). Group, BetterHelp 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.
5. 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 Platform by writing to contact@betterhelp.com. Please state that Contractor is 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 Group nor BetterHelp 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, Group and BetterHelp 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.
6. California Private Attorneys General Act ("PAGA") Individual Action Requirement. Group and Contractor agree to arbitrate PAGA claims on an individual basis only. Therefore, any claim by Contractor under PAGA to recover statutory penalties, or any other individual relief must be arbitrated under this Agreement. Group and you also agree your non-individual PAGA claims will be stayed and you will not pursue any such claims in Court until after the Arbitrator, and not any court, issues a final and written determination as to your status as an "aggrieved employee." The Arbitrator is without authority to preside over any PAGA claim by you on behalf of any other person or joined by or consolidated with another person's PAGA claim. This PAGA Individual Action Requirement clause will be severable from this Agreement if there is a final judicial determination that it is invalid, unenforceable, unconscionable, void or voidable. In such case, the PAGA action must be litigated in a civil court of competent jurisdiction - not in arbitration - but the portion of the PAGA Individual Action Requirement that is enforceable will be enforced in arbitration.
7. Mass Arbitration. To the extent permitted by applicable law, to increase efficiency of resolution, in the event 25 or more arbitration demands of a similar nature are filed against Group or BetterHelp, presented by or with the assistance or involvement of the same law firm or organization, the Parties agree that this will constitute a "Mass Arbitration" and the following terms and procedures shall apply:
   1. The Parties shall cooperate to group the arbitration demands into randomized batches of no more than 100 demands per batch. To the extent there are fewer than 100 arbitration demands left over after the batching previously described, a final batch shall consist of the remaining demands.
   2. Claimants' counsel shall organize and present the batched demands to the arbitration provider in a format as directed by the arbitration provider.
   3. The arbitration provider shall treat each batch of demands as one case, with each case having one demand for arbitration, one appointed arbitrator, and one set of administrative documents, and administrative and filing fees per batch.
   4. A separate arbitrator will be appointed to, and administrative and filing fees assessed for, each batch of demands.
   5. The Parties agree that arbitration demands are of a "similar nature" if they arise out of or relate to a similar factual scenario and raise the same or similar legal issues and seek the same or similar relief. You agree to cooperate in good faith with Group or BetterHelp, as applicable, and the arbitration provider to implement such a batch approach to resolution and fees. Disagreements over the applicability of this batch arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. Notwithstanding any provision in the Agreement to the contrary, batch arbitrations shall take place in Wilmington, Delaware.
   6. This Mass Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
8. Enforcement Of This Agreement. Contractor has the right to consult with counsel of its choice concerning this Agreement or any aspect of the arbitration proceeding. Further, if there is a conflict between this Arbitration Agreement and any other Group or BetterHelp contract, regarding any issue related to arbitration, this Agreement shall govern. This Agreement is the full and complete agreement relating to the resolution of disputes covered by this Agreement, and supersedes all prior and contemporaneous agreements relating to such disputes; however, should this Agreement be found to be unenforceable, for any reason, then such prior agreement(s) shall remain in place and survive to afford Group and BetterHelp the greatest protection allowed by law. Any contractual disclaimers Group or BetterHelp has in any handbooks, other agreements, or policies do not apply to this Agreement. This Agreement will survive the termination of your services to Group. In the event any portion of this Agreement is deemed unenforceable, the remainder of this Agreement will be enforceable to the maximum extent permitted by law.
9. Injunctive Relief. Contractor acknowledges that, because its services are personal and unique and because Contractor will have access to Confidential Information of Group and BetterHelp, any breach of this Agreement by Contractor would cause irreparable injury to both parties for which monetary damages would not be an adequate remedy and, therefore, will entitle Group or BetterHelp 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 Group or BetterHelp (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, Group or BetterHelp (as well as the owner of any Confidential Information at issue, if not Group or BetterHelp) 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.

1. Notices. Group 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 Group 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 legal@betterhelp.com.
2. Advertising. Under this Agreement, Group 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, directly or indirectly, Group or BetterHelp. To the extent permissible, Contractor may decline this opportunity by emailing contact@betterhelp.com.
3. Identity verification. Group 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, Group 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. Group or BetterHelp 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 directly or indirectly to Group. Once you are approved as a Contractor, we delete the information we received from your identification document. In accordance with its Privacy Policy, Mitek deletes the information it collects and generates about you once verification is complete. Group, BetterHelp, and Mitek only use the collected information for completing and improving the identity verification process. If you prefer manual ID verification please contact therapists@betterhelp.com.
4. Quality Assurance Reviews. As permissible by applicable law or upon the consent of Clients, a limited number of licensed clinical professionals and members of the Clinical, Trust & Safety, and Legal teams of or on behalf of Group have the discretion to review the Contractor's correspondence or exchanges with the Client for the purposes of: (i) administering and/or monitoring the Platform; (ii) 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, (iii) monitoring activity between Contractor and Clients in the event that an investigation or legal proceeding requires monitoring, and (iv) ensuring compliance with applicable law and/or the internal policies of Group.
5. 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. Each Group and BetterHelp also has the discretion to remove or refuse to post or transmit any content uploaded by the Contractor that it deems inappropriate or in conflict with its values, vision, and goals. Each Group and BetterHelp reserves the right to remove any content for any reason at its sole discretion.
6. Peer Review. Contractor agrees (a) that any and all information and documentation regarding Contractor's professional competence or professional conduct that may be obtained or produced as part of the credentialing, quality assessment, or review of professional conduct by Group, its affiliates, contracted parties, or any entities who have delegated credentialing to Group or its affiliates ("Delegating Entities") (collectively "Credentialing Information") may be shared among and between Group, its affiliates, its associated companies, including BetterHelp and Delegating Entities. Such Credentialing Information shall not include discussions by any relevant peer review body, though it may include any decisions made by such a body that have been communicated to Contractor. Contractor further agrees to extend absolute immunity to, release from any and all liability, and not sue BetterHelp, Group and/or its associated companies or affiliates disclosing Credentialing Information (the "Disclosing Entity"), for disclosing information in good faith to the Delegating Entities, and/or for any action that may be taken by the Delegating Entities receiving the Credentialing Information (the "Receiving Entity") from the Disclosing Entity. Contractor agrees that if suit is filed in violation of this provision, Contractor shall be responsible for BetterHelp, Group and/or its affiliates' attorneys' fees and costs to defend such suit. For purposes of this paragraph, the Disclosing Entity and the Receiving Entity includes Group and its affiliates and the Delegating Entities, and all of the contractors, agents, and representatives of these entities.
7. Changes to this Agreement. Group may change this Agreement by posting modifications on the Platform. Unless otherwise specified by Group, all modifications shall be effective upon posting. Contractor is encouraged to check the terms of this Agreement frequently. By continuing to provide the Provider Services, including by using the Platform to provide such Provider Services, after the changes become effective, the Contractor agrees to be bound by such changes to the Agreement. If Contractor does not agree to the changes, he/she must terminate access to the Platform and participation in its services. Group agrees to reasonably assist in the Contractor's transition off the Platform should he/she so desire.
8. 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 Group and any such purported transfer shall be null and void.

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

9. 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.
10. 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.
11. 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.
12. 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.
13. Independent Legal Advice. 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.
14. Interpretation. The Section headers contained in this Agreement are not part of this Agreement and are included solely for convenience of the parties. The scope, application, or enforceability of any provision shall not be limited, qualified, or affected by the heading under which it appears, nor by the placement of such provision within this Agreement. The fact that terms relating to a particular subject matter are found in a specific Section shall not be deemed to imply that all terms relating to such subject matter are contained within that Section.

1. Services

   The Company owns and operates an online platform through which therapy, consulting, professional advice, health services, and any other information are provided (collectively, the "Provider Services"). The Company does not itself provide Provider Services and is not a healthcare entity. The Company engages the therapist to provide the Provider Services to the Member in return for a Fee (see section 3A). The Company’s members are the intended and sole recipients of the Provider Services provided by the Contractor, including health 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"). The Company does however provide the right for Users to receive the Provider Services through 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, referrals, 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 the authority to act on behalf of the Company. This Agreement constitutes a contract for the provision of Provider Services to platform Users and not a contract of employment.

5. To the extent the Contractor is onboarded and enrolled as an independent contractor through Deel, Inc., Contractor agrees that they are the Agent of Deel, Inc. They are not a direct contractor of BetterHelp.
6. Contractor acknowledges and agrees that nothing in this Agreement changes any applicable obligations the Contractor may have to Deel, Inc. as an Agent. Nothing in the Contractor's obligations to Deel, Inc. changes the obligations the Contractor has to BetterHelp in this Agreement.

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. By agreeing to this Agreement, the Contractor is also agreeing to the terms of the Platform privacy policy available at https://www.www.betterhelp.com/privacy/ (the "Privacy Policy"). 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.
      5. The Company may terminate, suspend or restrict Contractor's access to the platform for reasons such as, but not limited to, violations of these Terms, inappropriate or potentially harmful communications with Users, and unprofessional conduct such as repeated "no-shows" to appointments with Users.
   2. Disclaimers and Limitations of Liability.
      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. 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. Referral of Users to Contractors is based on several hundred different inputs weighted in a complex way. At risk of oversimplifying the complexity of the referral logic, the relative importance of the main factors are as follows: data BetterHelp considers indicative of sustained therapist/client engagement, the composite "quality" score of the Contractor based on factors such as the Contractor's reliability, punctuality, NPS and how they are rated by users, how available the Contractor is to engage with users, the experience level of the Contractor and other factors selected as important to users such as whether the Contractor is a certain gender, age or has focuses on a certain area of expertise.
      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. The Contractor should not depend on the availability and reliability of any features on the Platform intended to assist the Contractor with their administrative, operational, or documentation responsibilities. The Contractor is solely responsible and liable for complying with any and all clinical documentation and other administrative requirements under applicable law.
      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 under their individualized licensure requirements.
      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 to facilitate the Provider Service. 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 to the Contractor through the Platform in the 3-month 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.
   3. 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, qualification and applicable 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. As further prescribed in the Data Processing Terms agreed by the Contractor, the Contractor shall not disclose any member personal or health information to "ChatGPT" or another third party AI or Machine Learning algorithm ("AI"). To the extent a Contractor uses AI for purposes not prohibited by these terms or the Data Processing Terms, the Contractor does so entirely at their own risk.
   3. 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.
   4. The Contractor will not provide to Users any services other than Provider Services.
   5. 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.
   6. To the extent Contractor opts-in to provide therapy to certain populations (e.g. Couples, LGBTQ+, minors and/or Christian), Contractor represents and warrants they possess specialist skills, expertise, experience or training to counsel such populations.
   7. 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.
   8. 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.
   9. The Contractor shall exercise their own independent clinical judgement to evaluate if the delivery of Provider Services remotely to individual Users is appropriate in the circumstances. Contractors shall obtain informed consent and/or telehealth consent with Users as is required by applicable laws, regulations or professional codes.
   10. The Contractor will not provide Provider Services for any Users presenting with an emergency or with highly acute needs. For emergency matters and issues, the Contractor agrees to instruct the User to immediately call their local emergency assistance number (for example, 000 in Australia).
   11. 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.
   12. 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.
   13. 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 BetterHelp clinical 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 Contractor immediately and/or withhold any payments owed or due to Contractor at Company's sole discretion.
   14. The Contractor agrees to use the Platform as intended and not collect additional fees from Users for services rendered in association 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 rendered through or associated with the Platform.
   15. Any external assessments that are conducted outside the Platform, whether or not there are fees associated with such tools 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.
   16. If applicable in your jurisdiction, only in exceptional and clinically necessary circumstances can a Contractor charge Users for legitimate case management. Legitimate case management is defined as:

       "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.

   17. 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.
   18. 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, including illegal drug use.
   19. 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 Provider Services the Contractor has provided to Users in order to elicit additional compensation from the Company. Failure to comply with this provision may result in 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.
   20. 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 the applicable state or federal government in the event this Agreement is terminated.
   21. 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.
   22. 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.
   23. 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.
   24. 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.
   25. 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.
   26. 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.
   27. For the avoidance of doubt, it is entirely the responsibility of the contractor to provide the provider services to the user. The Company does not provide Provider Services or supervision to the Contractor. Accordingly, the contractor must exercise their own clinical discretion to decline to provide services to users who are high risk and/or otherwise not appropriate to receive remote therapy services, to alert emergency services, refer to in-person treatment or outpatient treatments as appropriate in the circumstances.
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 any 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's 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 makes 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.

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, the Company shall issue 1099 tax forms with respect to fees paid to the 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.

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. 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.
   7. 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. BetterHelp neither employs you nor provides Provider Services; (6) the business relationship between Contractor and BetterHelp under this Agreement is a temporary, and not a permanent, relationship that allows Contractor to use the Platform to identify contract opportunities; (7) Contractor has no authority to bind BetterHelp or its affiliates and shall not hold him or herself out as an employee, agent, or authorized representative of BetterHelp or its affiliates; (8) 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, BetterHelp 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; (9) 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 BetterHelp that is inconsistent with you being an independent contractor; (10) 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; (11) 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 (12) BetterHelp does not dictate the specific time of performance and does not guarantee you any minimum amount of Provider Services.
   8. 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
   9. 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.
   10. 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.
   11. If the Contractor is providing Provider Services in Australia, the Contractor acknowledges and agrees that:
       1. they qualify as a "recognised professional" for the purposes of section 195-1 of the A New Tax System (Goods And Services Tax) Act 1999 (Cth) ("GST Act"); and
       2. the Provider Services they are providing to Users qualify as "other health services" for the purposes of s 38-10 of the GST Act; and
       3. Contractor will immediately advise BH if Contractor no longer qualifies as a "recognised professional", including but not limited to circumstances where the Contractor's registrations are no longer valid, or are cancelled.
2. Compliance with Laws.

   In the performance of Services, the Contractor agrees to ensure that he/she complies with all applicable laws, bylaws, regulations, and orders, and with any rules, directives, policies, codes of conduct, professional standards, ethical standards, licensing requirements, or similar obligations imposed by any applicable regulatory, licensing, professional, or governmental authority, including any applicable code of conduct for registered or non-registered health practitioners.

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, collectively referred to herein as "Confidential Information" Contractor 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.
4. The Contractor shall take all reasonable steps to observe and comply with these restrictions.
5. As part of the Provider Services, Contractor will receive and process member health and personal information. Contractor agrees to abide by the Data Processing Agreement, which governs the use of such information, 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.

6. 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.

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.

You should review this Agreement in its entirety. You demonstrate your acceptance of this Agreement, including the "Mutual Arbitration Agreement" in Section 6, by checking agree on these Terms. If you do not accept the Terms and Conditions of this Agreement, do not register or otherwise use the Platform. With the exception of the "Mutual Arbitration Agreement" in Section [6] below, the Company reserves the right to change the terms of this Agreement without prior notice at any time in its sole discretion. Therapists shall check this Agreement regularly for changes. Your continued use of the Platform following the posting of any changes to this Agreement will constitute your acceptance of and agreement to those changes.

1. Any dispute between the parties will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), and evidences a transaction involving commerce. Except as it otherwise provides, this Arbitration Agreement applies to any dispute, past, present, or future, the Company may have against Contractor or Contractor may have against: (1) Company; (2) its officers, directors, principals, shareholders, members, owners, employees, attorneys, or agents; (3) Company's benefit plans or the plan's sponsors, fiduciaries, administrators, affiliates, or agents; and (4) all successors and assigns of any of them 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. All disputes covered by this Agreement will be decided by a single arbitrator through final and binding arbitration and not by way of court or jury trial.
2. Except as otherwise stated, as examples of covered disputes, this Agreement also applies 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). In addition, any dispute regarding Contractor's work or alleged employment status with the Company, including without limitation any claims Contractor should be classified as an employee of the Company, is arbitrable and covered under this Agreement.
3. All claims in arbitration are subject to the same statutes of limitation that would apply in court. The Arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the validity, applicability, enforceability, unconscionability, or waiver of this Agreement including, but not limited to, any claim that all or any part of this Agreement is void or voidable. However, the preceding sentence does not apply to the Class and Collective Action Waivers or California Private Attorneys General Act Individual Action Requirement below. Notwithstanding any other language in this Agreement and/or the AAA Rules discussed below, any claim that all or part of the Class and Collective Action Waivers or California Private Attorneys General Act Individual Action Requirement are unenforceable, inapplicable, unconscionable, or void or voidable, will be determined only by a court of competent jurisdiction and not by an Arbitrator.
4. The following claims are not covered under this Agreement: (i) Workers' Compensation benefits, state disability insurance benefits or unemployment insurance benefits; however, the Agreement applies to discrimination or retaliation claims based upon seeking such benefits; and (ii) disputes that an applicable federal statute expressly states cannot be arbitrated or subject to a pre-dispute arbitration agreement. If any claim(s) not covered under this Agreement above are combined with claims that are covered under this Agreement, to the maximum extent allowed under applicable law, the covered claims will be arbitrated and continue to be covered under this Agreement.
5. 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. The Company will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act. This Agreement also does not prevent or prohibit you in any way from reporting, communicating about, or disclosing claims for discrimination, harassment, retaliation, or sexual abuse.
6. The party bringing the claim must demand arbitration in writing and deliver the written demand to the other party within the applicable statute of limitations period. The demand for arbitration shall include identification of the parties, a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought. Any demand for arbitration made to the Company shall be provided to legal@betterhelp.com. The Contractor will be given notice of any demand for arbitration by the Company at the last home address you provided to the Company. The demand for arbitration must be signed by the party making the demand for arbitration. The Arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration.
7. Contractor and the Company agree any legal dispute covered by this Agreement shall be resolved in accordance with the Employment Arbitration Rules of the American Arbitration Association ("AAA Rules")(the AAA Rules are available via the internet at www.adr.org/employment or by using a service such as Google to search for "AAA 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 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 the same county and state where you last worked for the Company.
   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. 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 will be resolved by the arbitrator. Unless the parties agree to any extension of time for the payment due date, the parties must pay their respective required fees or costs within 60 days of the date that the arbitrator issues the invoice to the parties.
   4. Each party may take the deposition of two individual fact witnesses and any expert witness designated by another party. Each party may also propound ten (10) interrogatories, ten (10) requests for admission, and requests for production of documents, and each party may subpoena witnesses and documents for discovery or the arbitration hearing, including testimony and documents relevant to the case from third parties. The subpoena shall be issued in accordance with any applicable state or federal law. Additional discovery may be conducted by mutual stipulation, and the Arbitrator will have exclusive authority to entertain requests for additional discovery, and to grant or deny such requests based on the circumstances of a particular case. The Arbitrator will have exclusive authority to resolve discovery disputes.
   5. The Arbitrator may award all remedies to which a party is entitled under applicable law and remedies will be limited to those that would be available to a party in his or her individual capacity for the claims presented to the Arbitrator, and no remedies available to an individual under applicable law will be forfeited. 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. Either party may make an offer of judgment in a manner consistent with, and within the time limitations, consequences, and effects provided in Rule 68 of the Federal Rules of Civil Procedure.
   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.
8. 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.
9. Class and Collective Action Waivers ("Class Action Waiver"). BetterHelp and Contractor agree to bring any claim on an individual basis and not as a class or collective action. Accordingly, there will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action and the Arbitrator will have no authority to hear or preside over any such claim. The Class Action Waiver shall be severable from this Agreement if there is a final judicial determination that the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In such instances, the class action must be litigated in a civil court of competent jurisdiction - not in arbitration.
10. California Private Attorneys General Act ("PAGA") Individual Action Requirement. The Company and Contractor agree to arbitrate PAGA claims on an individual basis only. Therefore, any claim by Contractor under PAGA to recover statutory penalties, or any other individual relief must be arbitrated under this Agreement. The Company and you also agree your non-individual PAGA claims will be stayed and you will not pursue any such claims in Court until after the Arbitrator, and not any court, issues a final and written determination as to your status as an "aggrieved employee." The Arbitrator is without authority to preside over any PAGA claim by you on behalf of any other person or joined by or consolidated with another person's PAGA claim. This PAGA Individual Action Requirement clause will be severable from this Agreement if there is a final judicial determination that it is invalid, unenforceable, unconscionable, void or voidable. In such case, the PAGA action must be litigated in a civil court of competent jurisdiction - not in arbitration - but the portion of the PAGA Individual Action Requirement that is enforceable will be enforced in arbitration.
11. 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.
12. Mass Arbitration. To the extent permitted by applicable law, to increase efficiency of resolution, in the event 25 or more arbitration demands of a similar nature are filed against the Company, presented by or with the assistance or involvement of the same law firm or organization, the Parties agree that this will constitute a “Mass Arbitration” and the following terms and procedures shall apply:
    1. The Parties shall cooperate to group the arbitration demands into randomized batches of no more than 100 demands per batch. To the extent there are fewer than 100 arbitration demands left over after the batching previously described, a final batch shall consist of the remaining demands.
    2. Claimants' counsel shall organize and present the batched demands to the arbitration provider in a format as directed by the arbitration provider.
    3. The arbitration provider shall treat each batch of demands as one case, with each case having one demand for arbitration, one appointed arbitrator, and one set of administrative documents, and administrative and filing fees per batch.
    4. A separate arbitrator will be appointed to, and administrative and filing fees assessed for, each batch of demands.
    5. The Parties agree that arbitration demands are of a "similar nature" if they arise out of or relate to a similar factual scenario and raise the same or similar legal issues and seek the same or similar relief. You agree to cooperate in good faith with the Company and the arbitration provider to implement such a batch approach to resolution and fees. Disagreements over the applicability of this batch arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. Notwithstanding any provision in the Agreement to the contrary, batch arbitrations shall take place in Wilmington, Delaware.
    6. This Mass Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
13. Enforcement Of This Agreement. The Contractor has the right to consult with counsel of its choice concerning this Agreement or any aspect of the arbitration proceeding. Further, if there is a conflict between this Arbitration Agreement and any other Company contract, regarding any issue related to arbitration, this Agreement shall govern. This Agreement is the full and complete agreement relating to the resolution of disputes covered by this Agreement, and supersedes all prior and contemporaneous agreements relating to such disputes; however, should this Agreement be found to be unenforceable, for any reason, then such prior agreement(s) shall remain in place and survive to afford the Company the greatest protection allowed by law. Any contractual disclaimers the Company has in any handbooks, other agreements, or policies do not apply to this Agreement. This Agreement will survive the termination of your services to the Company. In the event any portion of this Agreement is deemed unenforceable, the remainder of this Agreement will be enforceable to the maximum extent permitted by law.

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 legal@betterhelp.com.

2. Advertising.

   Under this Agreement, the information that Contractor volunteers in or through the Platform including, but not limited to, his/her name, photograph, NPI or other applicable identification number used to verify Contractor's credentials (if applicable), information about his/her credentials, experience, specialties and qualifications, may be used by the Company in the ways contemplated by the Privacy Policy and/or provided to third parties and third-party websites for the purpose of promoting the Provider Services. The Company uses search engine "store front" features to allow it to use the Contractor's profile to optimize for search campaigns. The company also uses certain affiliate marketing websites to list provider profiles and attract traffic to the Company's website. The Contractor may decline this opportunity by contacting BetterHelp at therapists@betterhelp.com.

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. BetterHelp 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 BetterHelp. Once you are approved as a BetterHelp Therapist, we delete the information we received from your identification document. In accordance with its Privacy Policy, Mitek deletes the information it collects and generates about you once verification is complete. BetterHelp and Mitek only use the collected information for completing and improving the identity verification process. If you prefer manual ID verification please contact therapists@betterhelp.com.

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.
5. 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.

6. Changes to this Agreement.

   With the exception of the "Mutual Arbitration Agreement" in Section 6 above, 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. BetterHelp agrees to reasonably assist in the Contractor's transition off the Platform should he/she so desire.

7. 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.

8. 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.

9. Governing Law.

   With the exception of the "Mutual Arbitration Agreement" in Section 6 above, 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.

10. 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.

11. Severability.

    With the exception of the "Mutual Arbitration Agreement" in Section 6 above, 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.

12. 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.

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"). The Company does not directly provide Provider Services and is not a healthcare entity. 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, referrals, 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 the authority to act on behalf of the Company. This Agreement constitutes a contract for the provision of Provider Services to platform Users and not a contract of employment.

5. To the extent the Contractor is onboarded and enrolled as an independent contractor through Deel, Inc., Contractor agrees that they are the Agent of Deel, Inc. They are not a direct contractor of BetterHelp.
6. Contractor acknowledges and agrees that nothing in this Agreement changes any applicable obligations the Contractor may have to Deel, Inc. as an Agent. Nothing in the Contractor's obligations to Deel, Inc. changes the obligations the Contractor has to BetterHelp in this Agreement.

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. By agreeing to this Agreement, the Contractor is also agreeing to the terms of the Platform privacy policy available at https://www.www.betterhelp.com/privacy/ (the "Privacy Policy"). 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.
      5. The Company may terminate, suspend or restrict Contractor's access to the platform for reasons such as, but not limited to, violations of these Terms, inappropriate or potentially harmful communications with Users, and unprofessional conduct such as repeated "no-shows" to appointments with Users.
   2. Disclaimers and Limitations of Liability.
      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. 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. Referral of Users to Contractors is based several hundred different inputs weighted in a complex way. At risk of oversimplifying the complexity of the referral logic, the relative importance of the main factors are as follows: data BetterHelp considers indicative of sustained therapist/client engagement, the composite "quality" score of the Contractor based on factors such as the Contractor's reliability, punctuality, NPS and how they are rated by users, how available the Contractor is to engage with users, the experience level of the Contractor and other factors selected as important to users such as whether the Contractor is a certain gender, age or has focuses on a certain area of expertise.
      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. The Contractor should not depend on the availability and reliability of any features on the Platform intended to assist the Contractor with their administrative, operational, or documentation responsibilities. The Contractor is solely responsible and liable for complying with any and all clinical documentation and other administrative requirements under applicable law.
      6. The Contractor provides Provider Services at his/her sole and entire risk under their individualized licensure requirements.
      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 to facilitate the Provider Service. 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 to the Contractor through the Platform in the 3-month 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.
   3. 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, qualification and applicable 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. As further prescribed in the Data Processing Terms agreed by the Contractor, the Contractor shall not disclose any member personal or health information to "ChatGPT" or another third party AI or Machine Learning algorithm ("AI"). To the extent a Contractor uses AI for purposes not prohibited by these terms or the Data Processing Terms, the Contractor does so entirely at their own risk.
   3. 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.
   4. The Contractor will not provide to Users any services other than Provider Services.
   5. 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.
   6. To the extent Contractor opts-in to provide therapy to certain populations (e.g. Couples, LGBTQ+, minors and/or Christian), Contractor represents and warrants they possess specialist skills, expertise, experience or training to counsel such populations.
   7. 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.
   8. To the extent Contractor is providing services on the Platform:
      1. in Austria, the Provider Services are being provided by psychologists qualified in Germany, who are not health psychologists, clinical psychologists or psychotherapists under Austrian law. Contractor will only offer support that falls within the contractor's experience and qualifications. Contractor is not allowed to diagnose or treat medical conditions, provide psychotherapy, or provide advice or counseling beyond the contractor's scope of practice. This means that the services provided do not constitute medical treatment, and therefore no reimbursement by insurance is possible under Austrian law. In addition, the services do not cover nutritional and/or sports counseling;
      2. in France, the Contractor will not offer to provide services reimbursed by the French social security, nor communicate on such reimbursement. Contractor will not diagnose, or provide any medical advice, nor prescribe any medical treatment. Contractor will not provide or perform any services that would exceed the scope of the Contractor's practice, as per regulations that apply in the Contractor's jurisdiction;
      3. in Germany or the Netherlands, the Contractor will only provide non-insured and non-tariff regulated services that are within the scope of their experience and credentials. Contractor will not diagnose, treat, test, advise, counsel, recommend a course of treatment, or otherwise provide or perform any services that would exceed the scope of the contractor's practice or amount to performing a service that is insured and/or tariff regulated;
      4. in Spain, the therapy services are aimed towards the prevention and treatment of mental health disorders.
   9. 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.
   10. The Contractor shall exercise their own independent clinical judgement to evaluate if the delivery of Provider Services remotely to individual Users is appropriate in the circumstances. Contractors shall obtain informed consent and/or telehealth consent with Users as is required by applicable laws, regulations or professional codes.
   11. The Contractor will not provide Provider Services for any Users presenting with an emergency or with highly acute needs. For emergency matters and issues, the Contractor agrees to instruct the User to immediately call their local emergency assistance number (for example, 000 in Australia, 999 in the United Kingdom, and 112 in the European Union).
   12. 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).
   13. 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.
   14. 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 BetterHelp clinical 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 Contractor immediately and/or withhold any payments owed or due to Contractor at Company's sole discretion.
   15. The Contractor agrees to use the Platform as intended and not collect additional fees from Users for services rendered in association 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 rendered through or associated with the Platform.
   16. Any external assessments that are conducted outside the Platform, whether or not there are fees associated with such tools 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.
   17. If applicable in your jurisdiction, only in exceptional and clinically necessary circumstances can a Contractor charge Users for legitimate case management. Legitimate case management is defined as:

       "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.

   18. 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.
   19. 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, including illegal drug use.
   20. 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 Provider Services the Contractor has provided to Users in order to elicit additional compensation from the Company. Failure to comply with this provision may result in 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.
   21. 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.
   22. 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.
   23. 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.
   24. 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.
   25. 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.
   26. 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.
   27. 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.
   28. For the avoidance of doubt, it is entirely the responsibility of the contractor to provide the provider services to the user. Accordingly, the contractor must exercise their own professional discretion to decline to provide services to users who are high risk and/or otherwise not appropriate to receive remote therapy services, to alert emergency services, refer to in-person treatment or outpatient treatments as appropriate in the circumstances.
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 any 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's 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 makes 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.

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.

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. 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.
   7. 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. BetterHelp neither employs you nor provides Provider Services; (6) the business relationship between Contractor and BetterHelp under this Agreement is a temporary, and not a permanent, relationship that allows Contractor to use the Platform to identify contract opportunities; (7) Contractor has no authority to bind BetterHelp or its affiliates and shall not hold him or herself out as an employee, agent, or authorized representative of BetterHelp or its affiliates; (8) 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, BetterHelp 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; (9) 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 BetterHelp that is inconsistent with you being an independent contractor; (10) 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; (11) 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 (12) BetterHelp does not dictate the specific time of performance and does not guarantee you any minimum amount of Provider Services.
   8. 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
   9. 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.
   10. 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, collectively referred to herein as "Confidential Information" Contractor 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.
4. The Contractor shall take all reasonable steps to observe and comply with these restrictions.
5. As part of the Provider Services, Contractor will receive and process member health and personal information. Contractor agrees to abide by the Data Processing Agreement, which governs the use of such information, 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.

6. 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.

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.

You should review this Agreement in its entirety. You demonstrate your acceptance of this Agreement, including the "Mutual Arbitration Agreement" in Section 6, by checking agree on these Terms. If you do not accept the Terms and Conditions of this Agreement, do not register or otherwise use the Platform. With the exception of the "Mutual Arbitration Agreement" in Section [6] below, the Company reserves the right to change the terms of this Agreement without prior notice at any time in its sole discretion. Therapists shall check this Agreement regularly for changes. Your continued use of the Platform following the posting of any changes to this Agreement will constitute your acceptance of and agreement to those changes.

1. Any dispute between the parties will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), and evidences a transaction involving commerce. Except as it otherwise provides, this Arbitration Agreement applies to any dispute, past, present, or future, the Company may have against Contractor or Contractor may have against: (1) Company; (2) its officers, directors, principals, shareholders, members, owners, employees, attorneys, or agents; (3) Company's benefit plans or the plan's sponsors, fiduciaries, administrators, affiliates, or agents; and (4) all successors and assigns of any of them 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. All disputes covered by this Agreement will be decided by a single arbitrator through final and binding arbitration and not by way of court or jury trial.
2. Except as otherwise stated, as examples of covered disputes, this Agreement also applies 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). In addition, any dispute regarding Contractor's work or alleged employment status with the Company, including without limitation any claims Contractor should be classified as an employee of the Company, is arbitrable and covered under this Agreement.
3. All claims in arbitration are subject to the same statutes of limitation that would apply in court. The Arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the validity, applicability, enforceability, unconscionability, or waiver of this Agreement including, but not limited to, any claim that all or any part of this Agreement is void or voidable. However, the preceding sentence does not apply to the Class and Collective Action Waivers or California Private Attorneys General Act Individual Action Requirement below. Notwithstanding any other language in this Agreement and/or the AAA Rules discussed below, any claim that the all or part of the Class and Collective Action Waivers or California Private Attorneys General Act Individual Action Requirement are unenforceable, inapplicable, unconscionable, or void or voidable, will be determined only by a court of competent jurisdiction and not by an Arbitrator.
4. The following claims are not covered under this Agreement: (i) Workers' Compensation benefits, state disability insurance benefits or unemployment insurance benefits; however, the Agreement applies to discrimination or retaliation claims based upon seeking such benefits; and (ii) disputes that an applicable federal statute expressly states cannot be arbitrated or subject to a pre-dispute arbitration agreement. If any claim(s) not covered under this Agreement above are combined with claims that are covered under this Agreement, to the maximum extent allowed under applicable law, the covered claims will be arbitrated and continue to be covered under this Agreement.
5. 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. The Company will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act. This Agreement also does not prevent or prohibit you in any way from reporting, communicating about, or disclosing claims for discrimination, harassment, retaliation, or sexual abuse.
6. The party bringing the claim must demand arbitration in writing and deliver the written demand to the other party within the applicable statute of limitations period. The demand for arbitration shall include identification of the parties, a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought. Any demand for arbitration made to the Company shall be provided to legal@betterhelp.com. Contractor will be given notice of any demand for arbitration by the Company at the last home address you provided to the Company. The demand for arbitration must be signed by the party making the demand for arbitration. The Arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration.
7. Contractor and the Company agree any legal dispute covered by this Agreement shall be resolved in accordance with the Employment Arbitration Rules of the American Arbitration Association ("AAA Rules")(the AAA Rules are available via the internet at www.adr.org/employment or by using a service such as Google to search for "AAA 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 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 the same county and state where you last worked for the Company.
   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. 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 will be resolved by the arbitrator. Unless the parties agree to any extension of time for the payment due date, the parties must pay their respective required fees or costs within 60 days of the date that the arbitrator issues the invoice to the parties.
   4. Each party may take the deposition of two individual fact witnesses and any expert witness designated by another party. Each party may also propound ten (10) interrogatories, ten (10) requests for admission, and requests for production of documents, and each party may subpoena witnesses and documents for discovery or the arbitration hearing, including testimony and documents relevant to the case from third parties. The subpoena shall be issued in accordance with any applicable state or federal law. Additional discovery may be conducted by mutual stipulation, and the Arbitrator will have exclusive authority to entertain requests for additional discovery, and to grant or deny such requests based on the circumstances of a particular case. The Arbitrator will have exclusive authority to resolve discovery disputes.
   5. The Arbitrator may award all remedies to which a party is entitled under applicable law and remedies will be limited to those that would be available to a party in his or her individual capacity for the claims presented to the Arbitrator, and no remedies available to an individual under applicable law will be forfeited. 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. Either party may make an offer of judgment in a manner consistent with, and within the time limitations, consequences, and effects provided in Rule 68 of the Federal Rules of Civil Procedure.
   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.
8. 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.
9. Class and Collective Action Waivers ("Class Action Waiver"). BetterHelp and Contractor agree to bring any claim on an individual basis and not as a class or collective action. Accordingly, there will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action and the Arbitrator will have no authority to hear or preside over any such claim. The Class Action Waiver is shall be severable from this Agreement if there is a final judicial determination that the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In such instances, the class action must be litigated in a civil court of competent jurisdiction - not in arbitration.
10. California Private Attorneys General Act ("PAGA") Individual Action Requirement. The Company and Contractor agree to arbitrate PAGA claims on an individual basis only. Therefore, any claim by Contractor under PAGA to recover statutory penalties, or any other individual relief must be arbitrated under this Agreement. The Company and you also agree your non-individual PAGA claims will be stayed and you will not pursue any such claims in Court until after the Arbitrator, and not any court, issues a final and written determination as to your status as an "aggrieved employee." The Arbitrator is without authority to preside over any PAGA claim by you on behalf of any other person or joined by or consolidated with another person's PAGA claim. This PAGA Individual Action Requirement clause will be severable from this Agreement if there is a final judicial determination that it is invalid, unenforceable, unconscionable, void or voidable. In such case, the PAGA action must be litigated in a civil court of competent jurisdiction - not in arbitration - but the portion of the PAGA Individual Action Requirement that is enforceable will be enforced in arbitration.
11. 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.
12. Mass Arbitration. To the extent permitted by applicable law, to increase efficiency of resolution, in the event 25 or more arbitration demands of a similar nature are filed against the Company, presented by or with the assistance or involvement of the same law firm or organization, the Parties agree that this will constitute a “Mass Arbitration” and the following terms and procedures shall apply:
    1. The Parties shall cooperate to group the arbitration demands into randomized batches of no more than 100 demands per batch. To the extent there are fewer than 100 arbitration demands left over after the batching previously described, a final batch shall consist of the remaining demands.
    2. Claimants' counsel shall organize and present the batched demands to the arbitration provider in a format as directed by the arbitration provider.
    3. The arbitration provider shall treat each batch of demands as one case, with each case having one demand for arbitration, one appointed arbitrator, and one set of administrative documents, and administrative and filing fees per batch.
    4. A separate arbitrator will be appointed to, and administrative and filing fees assessed for, each batch of demands.
    5. The Parties agree that arbitration demands are of a "similar nature" if they arise out of or relate to a similar factual scenario and raise the same or similar legal issues and seek the same or similar relief. You agree to cooperate in good faith with the Company and the arbitration provider to implement such a batch approach to resolution and fees. Disagreements over the applicability of this batch arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. Notwithstanding any provision in the Agreement to the contrary, batch arbitrations shall take place in Wilmington, Delaware.
    6. This Mass Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
13. Enforcement Of This Agreement. Contractor has the right to consult with counsel of its choice concerning this Agreement or any aspect of the arbitration proceeding. Further, if there is a conflict between this Arbitration Agreement and any other Company contract, regarding any issue related to arbitration, this Agreement shall govern. This Agreement is the full and complete agreement relating to the resolution of disputes covered by this Agreement, and supersedes all prior and contemporaneous agreements relating to such disputes; however, should this Agreement be found to be unenforceable, for any reason, then such prior agreement(s) shall remain in place and survive to afford the Company the greatest protection allowed by law. Any contractual disclaimers the Company has in any handbooks, other agreements, or policies do not apply to this Agreement. This Agreement will survive the termination of your services to the Company. In the event any portion of this Agreement is deemed unenforceable, the remainder of this Agreement will be enforceable to the maximum extent permitted by law.

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 legal@betterhelp.com

2. Advertising.

   Under this Agreement, the information that Contractor volunteers in or through the Platform including, but not limited to, his/her name, photograph, NPI or other applicable identification number used to verify Contractor's credentials (if applicable), information about his/her credentials, experience, specialties and qualifications, may be used by the Company in the ways contemplated by the Privacy Policy and/or provided to third parties and third-party websites for the purpose of promoting the Provider Services. The Company uses search engine "store front" features to allow it to use the Contractor's profile to optimize for search campaigns. The company also uses certain affiliate marketing websites to list provider profiles and attract traffic to the Company's website. Contractor may decline this opportunity by contacting BetterHelp at therapists@betterhelp.com.

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. BetterHelp 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 BetterHelp. Once you are approved as a BetterHelp Therapist, we delete the information we received from your identification document. In accordance with its Privacy Policy, Mitek deletes the information it collects and generates about you once verification is complete. BetterHelp and Mitek only use the collected information for completing and improving the identity verification process. If you prefer manual ID verification please contact therapists@betterhelp.com.

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.
5. 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.

6. Changes to this Agreement.

   With the exception of the "Mutual Arbitration Agreement" in Section 6 above, 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. BetterHelp agrees to reasonably assist in the Contractor's transition off the Platform should he/she so desire.

7. 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.

8. 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.

9. Governing Law.

   With the exception of the "Mutual Arbitration Agreement" in Section 6 above, 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.

10. 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.

11. Severability.

    With the exception of the "Mutual Arbitration Agreement" in Section 6 above, 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.

12. 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.