Independent Contractor Therapist Terms and Conditions

Last Updated on July 12, 2023.

Welcome to 2gether Forward, an online mental health counseling platform (“Platform”, collectively with any websites, mobile applications, if any, and any other means), connecting patients with therapists who meet their needs (the “Services”) and made available by 2gether Forward, Corp., (referred to as the “Company” or “Us”, “We”, or “Our” as the context may require), having an address at P.O. Box 346 Lincolndale, New York 10540. These Independent Contractor Therapist Terms and Conditions (this “Agreement”) apply to the independent contractor relationship between the Company and any counselor, consultant, practitioner, professional, expert, coach, therapist, advisor, or any other person who registers to provide Therapist Services on the Platform (referred to as the “Therapist” “You”, or “Yourself”). These terms incorporate the terms of the privacy policy (“Privacy Policy”), including all future amendments or modifications thereto (collectively, the “Agreement”).

 

You should carefully read this agreement in its entirety. By applying to become a Therapist on Our Platform, and clicking the applicable checkbox, You confirm Your acceptance of this Agreement. Do not sign up for the Platform or use it in any other way if You do not agree to the terms and conditions outlined in this Agreement. Therapists are required to check this Agreement on a regular basis for changes. If any changes to this Agreement are posted, Your continued use of the Platform will be deemed Your acceptance of and agreement to those changes.

 

By applying to become a Therapist on Our Platform, You expressly consent to the Company sending You messages to Your provided email or phone number about the application process and Your role as a Therapist on Our Platform. These messages may be sent by the Company itself or by third parties acting on its behalf.

 

1. Therapist Services

 

1. Services. The Company owns and operates a website at www.2getherforward.com (the “Site”) on which the Platform facilitates talk therapy services and on which counseling (“Therapist Services”) is made available. Therapist Services are administered and accessible to any person or persons who access the Platform (the “User” or “Users”) via websites, mobile applications, if any, and any other means. The Therapist is hired by the Company as an independent contractor to provide virtual therapy support to Platform Users, subject to any and all other terms of this Agreement.

 

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

 

1. Location. The Therapist Services shall be rendered remotely. The Therapist Services shall be conducted within the jurisdiction in which the Therapist is licensed and permitted to practice.

 

1. Relationship. The Therapist is an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between him/her and the Company for any purpose.

 

1. Terms and Conditions

 

1. The Therapist acknowledges and agrees that he or she or they has/have read and accepted the terms of this Agreement before accessing or using the Platform. The Therapist acknowledges and agrees that he or she or they has/have been informed of and is/are aware of the potential consequences, risks, benefits, and rewards associated with providing Therapist Services on this Platform. Agreeing to the Terms of the Agreement and rendering Therapist Services to Our Users constitutes consenting to all the terms of this Agreement. The Therapist must not access or use the Platform if they do not accept all of the terms of this Agreement.
2. Platform.
   1. Therapist shall not, and shall not allow any User, affiliate or service provider to, (a) modify, port, adapt or translate or create any derivative works from or based on the Platform, in whole or in part, (b) reverse engineer, decompile, disassemble or otherwise attempt to reduce the object code to or discover the source code of the Platform. The Therapist will not (a) reproduce, modify, make derivative works of, reverse engineer, decompile, or disassemble the Platform or material found on 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 Therapist represents and warrants that he/she/they is/are located, live(s), and practice(s) in the United States, specifically within the jurisdiction in which they were contracted by the Company to perform Therapist Services.
   3. The Platform’s features and functionality can only be modified by the Company. The Company reserves the right to make these modifications at any time and may modify the Platform without Notice.
   4. The Company has the discretionary authority to halt and hinder any referrals made to the Therapist.
   5. At all times Your information will be treated in accordance with the Platform’s Privacy Policy, which is incorporated by reference into this Agreement and can be viewed on the Site. For purposes of the Privacy Policy, the Therapist is a User and the same terms of the Privacy Policy that would apply to any User also apply to the Therapist.
3. Liability.

 

1. The Therapist acknowledges and agrees that the Platform is provided “as is” and “as available” without any express, implied, or statutory warranty. The Therapist will not have any recourse against the Company regarding the Platform’s members, users, limitations, or compatibility with the Therapist’s needs. Therapist hereby releases Company and agrees to hold Company harmless from any and all causes of action and claims of any nature resulting from or arising in connection with the Therapist Services or the Platform, including, without limitation, any act, omission, opinion, response, advice, suggestion, information, and/or Therapist Service or other service of any Therapist and/or any other content or information accessible through the Platform. Any Therapist Services the Therapist decides to provide in connection with using the Platform are not subject to the Therapist’s plea, claim, or demand against the Company. The Company expressly disclaims all warranties, whether expressed or implied, to the fullest extent permitted by law.

 

1. Any use of the Platform, including but not limited to registration and the provision of Therapist Services is entirely at the Therapist’s own risk and without warranties of any kind, including but not limited to those of merchantability, fitness for a particular purpose, non-infringement, compatibility, security, or accuracy.

 

1. Company makes no representations regarding the volume or number of interactions Therapist will have with Users and does not guarantee the amount of User referrals.

 

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

 

1. The Therapist assumes all risks associated with the uploading and transmitting of material and utilizing the Platform including reliance on its accuracy, reliability, or legality.

 

1. The Company is not the provider or recipient of any Therapist Services acquired through the Platform. The Therapist provides Therapist Services at his/her/their sole and entire risk to Users.

 

1. The Therapist acknowledges and agrees that the Company disclaims any responsibility for any claim, suit, or action brought by a User in connection with the provision of any Therapist Services by the Therapist. The Therapist consents to indemnify and hold the Company harmless and not liable regarding any such case and any harms or costs emerging in this way.

 

1. The Therapist assumes sole responsibility for any agreements he/she chooses to make with a User. Any agreements between a Therapist and a User, including any agreements regarding the use of the Platform in a manner other than that which is offered and suggested, will not be enforced by the Company in any way. Any agreement the Therapist enters into with a User is entirely at the Therapist’s own risk.

 

1. The Therapist acknowledges that he/she will be solely responsible for any injuries or damages sustained by any User in connection with or as a result of the Therapist Services or any other services he/she/they provide(s) to that User. In the event of a dispute regarding any interaction conducted through the Platform, the Therapist 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 Therapist may have against one or more of the above.

 

1. The Therapist shall be solely responsible for and shall indemnify the Company for:
   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 Therapist Services, where the recovery is not prohibited by law. The Therapist 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 Therapist or any substitute against the Company arising out of or in connection with the provision of the Therapist Services.

 

1. The Company bears no liability now, nor shall be liable in the future, to the Therapist or to any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages.

 

1. 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 Therapist through the Platform in the two (2) month period prior to the date of the claim.

 

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

 

1. The limitation of liability will be considered modified only to the extent necessary to comply with applicable law if the applicable law does not permit the above limitations.

 

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

 

1. Conduct.

 

1. The Therapist shall exercise a reasonable standard of care regarding their duties, as measured against the standard of care in their industry and within their jurisdiction, providing Therapist Services, including but not limited to confidentiality obligations, in a manner that is consistent with traditional in-person therapy as mandated by all applicable laws, regulatory agencies, and professional codes of conduct.

 

1. The Therapist 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. Payment terms are confidential, which confidentiality survives termination or expiration of this Agreement.
2. The Therapist will not provide to Users any services other than Therapist Services.
3. The Therapist 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 Therapist’s jurisdiction.
4. To the extent Therapist agrees to provide therapy to specific and specialized groups, Therapist represents and warrants they possess the required specialist skills, expertise, experience or training to counsel such groups.
5. The Therapist will not diagnose, treat, test, advise, counsel, recommend a course of treatment, prescribe medication, or otherwise provide or perform any services that require an in-person meeting with a User or examination of a User.
6. The Therapist acknowledges and agrees to inform Users that the Services, advice, and/or information they provide to Users are in no way intended to replace an in-person interaction with the Therapist or any other professional.
7. The Therapist will not provide Therapist Services for any Users presenting with an emergency. For emergency matters and issues, the Therapist agrees to instruct the User to immediately call 911 or their local emergency assistance number.
8. Regardless of the Therapist’s professional and educational training, he/she/they agree(s) to never engage in the practice of medicine through the Platform, including, without exception, diagnosing medical conditions and prescribing or dispensing any medications.
9. The Therapist may only use the Platform for Therapist Services and tasks that are directly related to Therapist Services. This Platform may not be used by the Therapist to solicit any unethical, illegal, or other activity that violates or infringes the rights of the Company or others.
10. The Therapist agrees to not use the Platform to solicit clients for any therapy outside of the Platform unless absolutely clinically necessary. In the event the Therapist 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 2gether Forward team or representatives. If the Therapist 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 Therapist immediately and/or withhold any payments owed or due to Therapist at Company’s sole discretion.
11. The Therapist agrees to use the Platform as intended and not charge Users any additional fees for Platform related services.
12. Users are explicitly not required to pay any fees for external assessments that are carried out outside the Platform, regardless of whether such assessments require the use of a fee-based tool. The Users are solely responsible for paying any fees that may be incurred as a result of using such external assessment tools; neither the Company nor its representatives are authorized to do so.
13. If a claim, suit, action, or other proceeding brought is based on or arises from Therapist Services, the Therapist agrees to indemnify, defend, and hold Company harmless from 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. Such claims, suits, actions and proceedings include but are not limited to: (a) any breach of the Therapist’s obligations under this Agreement; (b) the Therapist’s provision of the Therapist Services to any third party, regardless of whether or not they are Users of the Platform service; (c) a member’s or prospective member’s death or injury as a result of the Therapist’s performance of Therapist Services, or (d) any materials that the Therapist has posted to or through the Platform and/or any content exchanged between the Therapist and Users.
14. The Therapist agrees to be bound by and adhere to any and all applicable laws, statutes, and regulations, whether local, state, federal or international in relation to the use of the Platform and to his/her/their relationship and interactions with the Users and with the Company. The Therapist also agrees to be bound by any and all professional codes of conduct associated with the performance of Therapist Services.
15. The Therapist agrees to not engage in harmful, unethical, fraudulent, deceptive or offensive conduct.
16. As an independent contractor, the Therapist is not entitled to any benefits or payments whatsoever over and above those specifically provided for in this Agreement. This includes workers’ compensation benefits and unemployment benefits, from both applicable federal and state governments.
17. Therapist 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 Therapist under this Agreement.
18. Therapist covenants and agrees that Therapist will not, 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, fellow Therapists, or members of the Company who personally contacted or provided Therapist Services to, or about which the Therapist 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, unless such activities have been consented to in writing by the Company.
19. Prior to the commencement of the Therapist Services, and during the term of this Agreement, Therapist shall obtain and maintain or cause to be obtained insurance, including professional liability insurance or general liability insurance to cover any or all injury or claim against Therapist and/or the Company arising out of Therapist’s performance of the Therapist Services. Upon demand, but no later than three (3) days after demand is made, Therapist shall provide the Company with certificates of insurance evidencing the insurance required pursuant to this section.
20. The Therapist acknowledges that if they choose to treat a minor, if permitted by Us, on Our Platform, they are doing so with full consideration of the necessary consents and confidentiality requirements consistent with their applicable licenses.
21. The Therapist agrees that if they are treating a minor, they have considered consent from the individual or guardian with sole right to consent to mental health treatment for the minor, consistent with their applicable licensure requirements.
22. The Therapist 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.
23. The Therapist covenants and agrees that all patents, trademarks, copyrights (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively “Intellectual Property Rights”) therein, shall be owned exclusively by the Company. You acknowledge and agree that any and all Work Product that may qualify as “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101) is hereby deemed “work made for hire” for the Company and all copyrights therein shall automatically and immediately vest in the Company.

1. Online Account
   1. The Therapist agrees, confirms, and acknowledges that he/she/they is/are responsible for maintaining the security of his/her/their account, including but not limited to the confidentiality of his/her/their password.
   2. The Therapist agrees to notify the Company immediately of any unauthorized use of his/her/their account or any other concern for breach of his/her/their account security.
   3. The Therapist acknowledges, confirms, and agrees that the Company will not be held liable for any loss or damage caused by someone else using their account, with or without their knowledge or consent.
   4. The Therapist acknowledges and agrees that he/she/they is/are solely and fully liable and responsible for all activities done by his/her/their account.
   5. The Therapist agrees that the Company will hold him or her liable for any damage or loss caused by anyone else’s use of his or her account access, regardless of whether the Therapist has authorized it. Further, the Therapist agrees to indemnify the Company for any such damage or loss.
   6. The Therapist agrees to not use the account of any other person for any reason.
   7. The Therapist attests that his/her/their use of the Platform, including the Therapist Services, are made directly by the Therapist and that he/she/they is/are not using the Platform or the Therapist Services for or on behalf of any other person or organization.
   8. The Therapist 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.
   9. The Therapist 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.
   10. If the Therapist receives any file from the Company or from a User, whether through the Platform or not, the Therapist agrees to diligently check and scan this file for any virus or malicious software prior to opening or using this file. If You receive any file from the Company or from a User, whether through the Platform or not, You agree to diligently check and scan this file for any virus or malicious software prior to opening or using this file.
   11. If a claim, suit, action, or other proceeding brought is based on or arises from Therapist Services, the Therapist agrees to indemnify, defend, and hold Company harmless from 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. Such claims, suits, actions and proceedings include but are not limited to: (a) his/her/their access to or use of the Platform; (b) any actions made with his/her/their account whether by the Therapist or by someone else, authorized or unauthorized; (c) the Therapist’s violation of any of the provisions of this Agreement; (d) non-payment for any of the services (including Therapist Services) which were provided through the Platform; (e) the Therapist 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.
2. Modifications, Termination, Interruption and Disruption to the Platform.
   1. You understand, agree and acknowledge that We may modify, suspend, disrupt or discontinue the Platform, any part of the Platform or the use of the Platform, whether to all Users or to You specifically, at any time with or without notice to You. You agree and acknowledge that We 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.
   2. The Platform is dependent on a variety of technological factors. You acknowledge and agree that while We take reasonable and necessary efforts to ensure the Platform’s dependability, We cannot and do not guarantee that access will be uninterrupted or that the Platform will always be accessible, consistent, timely, or error-free.
   3. Termination by Therapist: In the event You elect to terminate this Agreement, You hereby consent and agree to provide Company with at least two (2) weeks’ advance notice of Your desire to terminate this Agreement.

1.  Fees and Payment
   1. Payment/Compensation. In consideration of the Therapist Services rendered hereunder, the Company shall pay the Therapist the fees paid to Therapists outlined in the separately agreed upon fee schedule, which may be changed at the Company’s sole discretion, upon notice to You. Therapist acknowledges, agrees, and consents that this fee schedule is confidential and proprietary information of the Company and therefore, Therapist shall not share the fee schedule with anyone.
   2. Expenses. All out of pocket, overhead, including but limited to, the use of rental space and payment of Therapist employees, incurred during the course of the Therapist Services under this Agreement shall be borne by the Therapist.
   3. Taxes and Deductions. The Therapist and User understand that it is the Therapist’s sole responsibility for withholding, accruing and paying all income taxes, withholding taxes, continued service under this Agreement taxes, social security and other taxes and amounts required by law. Therapist will not be treated as an employee of the Company for any tax purposes, including but limited to federal, state, provincial, municipal and/or local tax or any other purposes. The Company shall not be obligated or responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes making any insurance contributions, including for unemployment or disability, or obtaining workers’ compensation insurance on the Therapist’s behalf. The Therapist shall be responsible for and shall indemnify the Company against all such taxes or contributions, including penalties and interest. Any persons employed or engaged by the Therapist in connection with the performance of the Therapist Services shall be their employees or contractors and Therapist shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employee or contractor. The Therapist acknowledges that he/she/they will take appropriate measures to obtain an IRS Form 1099-NEC, if applicable, and that they shall be solely responsible for all federal, state, and local, municipal, and provincial taxes.
   4. 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 Therapist.
   5. No Employment Benefits. The Therapist shall not be entitled to traditionally recognized employment or fringe benefits made available to traditional employees of the Company, including but not limited to, disability coverage, vacation pay, health, life, or dental insurance, retirement benefits, profit-sharing benefits, or minimum wage. To the extent permitted by law, Therapist waives any claims to the benefits outlined in this section.
2.  Covenants, Warranties and Representations of the Therapist
   1. The Therapist has the right to enter into this Agreement, to grant the rights granted herein, and to perform fully all of his/her/their obligations in this Agreement. The Therapist confirms that he/she/they is/are at least 18 years of age and that he/she/they is/are legally able to enter into a contract without the consent of any third party.
   2. The Therapist entering into this Agreement with the Company and the performance of the Therapist Services do not and will not conflict with or result in any breach of default under any other agreement to which the Therapist is subject.
   3. The Therapist is obligated to exercise every bit of skill, care, and diligence as traditionally practiced during in-person Therapist Services. The Therapist promises and agrees to be the person providing the Therapist Services. Without the express prior written consent of the Company, the Therapist may not substitute another individual for performance of the Therapist Services. In accordance with this Agreement, the Therapist will ensure that he/she/they perform(s) the Therapist Services promptly, diligently, competently, and professionally. The Therapist guarantees that he/she/they will not be bound by any restrictions or obligations that would prevent him/her/them from carrying out the terms of this Agreement.
   4. The Therapist confirms and agrees that all the information that he/she/they provide is true accurate, current, and complete information about himself/herself/themselves and that he/she/they maintain(s), and promptly update(s) such information each time he/she/they log(s) on, to keep it true, accurate, current, and complete.
   5. The Therapist agrees not to mislead or deceive Users of the Therapist’s areas of expertise and licenses.
   6. The Therapist agrees to not perform any Therapist Services and or other services or offer any advice in any jurisdiction where the Therapist is not authorized or licensed or in good standing to do so. The Therapist agrees that he/she/they will not provide any Therapist Services or advice to any User unless he/she/they is/are 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. The Therapist agrees that at all times he/she/they will provide correct and accurate representation of his/her/their 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/they will also provide the same correct and accurate representation of his/her/their skills, degrees, qualifications, background, and other information to the Users, including but not limited to, in any kind of communication or providing Therapist Services to Users.
   8. Therapist warrants that he/she/they is/are and will continue to be properly licensed in accordance with the laws of the state, province, or jurisdiction in which they are providing Therapist Services throughout the term of this Agreement.
   9. Therapist acknowledges, represents and warrants that: (1) Therapist has the required skill, experience and qualifications to perform the Therapist Services hereunder, (2) the Company will not provide Therapist with any training or instructions concerning the means or methods of performance under this Agreement, (3) the Therapist has the right to provide (and does provide) the Therapist Services or similar services to other businesses and/or entities without violating the terms of this Agreement, (4) Therapist shall devote sufficient resources to ensure that the Therapist Services are administered and performed in a timely, professional, and reliable manner, (5) the Therapist will not engage in any conduct that is unlawful and shall perform the Therapist Services in a professional manner consistent with industry standards and professional therapeutic practices; and (6) all services undertaken by Therapist through the Platform are done as independent contractors to the Users.
   10. 2gether Forward neither employs Therapist nor provides Therapist Services. 2gether Forward is a technology company that provides a digital platform for the provision and administration of mental health counseling services by qualified professionals to its subscribers. The business relationship between Therapist and 2gether Forward under this Agreement is a temporary, not permanent, relationship that allows Therapist to use the Platform to identify contract opportunities. Therapist does not have authority to bind 2gether Forward or its affiliates and shall not hold himself, herself, or themselves out as an employee, agent, or authorized representative of 2gether Forward or its affiliates.
   11. 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, Therapist is and will be treated as an independent contractor. Accordingly, 2gether Forward will not withhold any employment taxes from any compensation paid under this Agreement, and Therapist 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. Therapist 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 2gether Forward that is inconsistent with Therapist being an independent contractor.
   12. Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) Therapist from engaging in any other business activities, services or projects that are separate and distinct from any business activities that Therapist may conduct through the Platform. Therapist will choose to accept how frequently to provide Therapist Services, the duration of the Therapist Services provided to any User, and the manner in which Therapist will provide the Therapist Services sought by any User. 2gether Forward does not dictate the specific time of performance and does not guarantee Therapist any minimum amount of Therapist Services.
   13. Therapist is solely responsible for the manner and means of the performance of the Therapist Services to be provided hereunder, except that the Company shall retain the right to ensure that all Therapist Services performed by Therapist are in accordance with laws and regulations of the applicable jurisdictions concerning the practice of therapy in the applicable jurisdictions. Therapist 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 Therapist's Therapist Services or direction by the Company of the time for or manner of performance by Therapist. Therapist is solely responsible for supplying and using its own tools or equipment that may be necessary for the performance of the Services herein.
   14. The Therapist warrants and represents that he/she/they provide(s) public therapy services, and this Agreement shall not hinder or restrict the Therapist’s continued ability to do so.
   15. Therapist 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. the commencement or resolution of any investigation involving in any way, the Therapist’s professional license, or conduct concerning the Therapist’s moral character, including actions concerning fraud, deception and sexually predatory acts, brought by or against Therapist;
       3. any malpractice action which is commenced, adjudicated or settled;
       4. the occurrence of any event that leaves Therapist unable to effectively, professionally, and ethically provide Therapist Services, including without limitation, events with certain Users and personal events;
       5. any change in status of his/her/their license; or
       6. any conviction or plea of guilty or nolo contendere to a felony in a court of competent jurisdiction.
3. Compliance with Laws. Therapist shall at all times comply with all federal, state, and local laws, ordinances, regulations, and orders, and ethical guidelines that are applicable to Therapist Services, and Therapist’s respective licensure, this Agreement and its performance hereunder.
4. Confidentiality

You acknowledge that You will have access to information that is treated as confidential and proprietary by the Company and its Users including without limitation, technology, information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, health, including protected health information and electronic protected health information, personally identifiable information, and member and User data in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the "Confidential Information"). Any Confidential Information that You access or develop in connection with the Therapist Services, including but not limited to any Work Product, shall be subject to the terms and conditions of this clause. You agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. You also agree to respect that confidentiality by employing security measures, including not using publicly available Wi-Fi when logging onto the Platform and administering the Therapist Services, appropriate to the nature of the information retained and the means by which that Confidential Information is recorded or stored. You shall notify the Company immediately in the event You become aware of any loss or disclosure of any Confidential Information.

Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order.

Therapist also agrees to abide by the terms of any third-party data processing company with which the Company may do business, and any other agreement between the Therapist and Company which limits the use and disclosure of the member health and personal information which they receive and process as part of the Therapist Services, including the Privacy Policy.

1. No Authority to Contract on Behalf of Company. Therapist has no authority, unless expressly given prior written consent, to act on behalf of or to enter into any contract, incur any liability or make any representation on behalf of the Company. Therapist may not represent himself as a partner, joint venturer, agent, or employee of the Company.
2.  Limitation on Time to File Claims

Any action for breach of this Agreement brought by the Therapist against the Company must be commenced no later than one (1) year after the cause of action accrues. If one (1) year passes without a claim being brought forward it is barred unless such bar is not permitted by applicable law.

1.  Binding Arbitration
   1. You and the Company agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, You will also have the right to litigate any other Dispute if You provide the Company with written notice of Your desire to do so by email at [email protected] within thirty (30) days following the date You first accept these Terms (such notice, an “Arbitration Opt-out Notice”) and the Company agrees. If You do not provide the Company with an Arbitration Opt-out Notice within the thirty (30) day period, You will be deemed to have knowingly and intentionally waived Your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if You timely provide the Company with an Arbitration Opt-out Notice, will be the state and federal courts located in the state of New York and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless You timely provide the Company with an Arbitration Opt-out Notice, You acknowledge and agree that You and the Company are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both You and the Company otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Binding Arbitration” section will be deemed void. Except as provided in the preceding sentence, this “Binding Arbitration” section will survive any termination of these Terms. You agree that any claim You may have arising out of, or related to Your use of Our Platform must be filed within one (1) year after such claim arose; otherwise, Your claim is permanently barred.

 

1. Arbitration Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Binding Arbitration” section. (The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

 

1. Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

 

1. Arbitration Location and Procedure. Unless You and the Company otherwise agree, the arbitration will be conducted in New York County. If Your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that You and the Company submit to the arbitrator, unless You request a hearing or the arbitrator determines that a hearing is necessary. If Your claim exceeds $10,000, Your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

 

1. Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Liability” section above, and the limitations of liability stated therein, as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The Company will be entitled to recover attorneys’ fees and expenses if it prevails in arbitration.

 

1. Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

 

1. Miscellaneous

 

1. Notices. The Company may provide notice regarding any modifications of this Agreement, or any aspect of the Platform and Site, via e-mail, regular mail, SMS, or posts to the Site. Notices from the Therapist sent to the Company must be delivered by email to [email protected].
2. Advertising. Under this Agreement, the Company shall provide the information that Therapist volunteers in or through the Platform including, but not limited to, his/her/their name, photograph, NPI (if applicable), information about his/her/their credentials, experience, specialties and qualifications, to third parties for promotion and advertising purposes and may post such information on the Site. Therapist may decline this opportunity by contacting [email protected].
3. Identity Verification. We may use identity verification services from a vendor provider, to check Your identity documents, confirm Your identity, and protect against fraud and abuse. In such cases, We may ask You to submit a valid form of photo identification and a selfie image, to a third-party company that uses machine learning technologies such as biometric facial comparison algorithms to compare Your selfie to Your photo identification document and confirm a match.
4. Quality Assurance Reviews

Upon the consent of Users, the Company’s team may have the discretion to review the Therapist’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 Therapist's personal profile, credentials, qualifications, or any of his/her postings or transmissions; and/or
3. monitoring activity between Therapists and clients in the event that an investigation or legal proceeding requires monitoring.

For the avoidance of doubt, members of Our Therapist Onboarding Team may also have the ability to verify and/or review the truthfulness or accuracy of the details regarding the Therapist’s identity, experience, credentials and qualifications, including conducting background checks.

1. Changes to this Agreement. Modifications to this Agreement may be posted on the Platform by the Company. All modifications will take effect upon posting, unless the Company specifies otherwise. It is recommended that the Therapist frequently review the terms of this Agreement. The Therapist agrees to be bound by the changes to the Agreement when they use the Platform, and after indicating their consent to this Agreement by clicking the required checkbox at the time of onboarding, after they take effect. If the Therapist does not agree to the changes, he/she/they must terminate access to and participation in the Platform.
2. Transfer, Assignment, and Delegation.

Except as provided herein, Therapist may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section shall be null and void.

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

1. Waiver. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. Any failure of Company to exercise its rights under this Agreement shall not constitute a waiver of those rights.
2. 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 New York.
3. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
4. Independent Legal Advice. The Therapist acknowledges and agrees that they have read and understand the terms contained in this Agreement and have obtained independent legal advice from a qualified attorney should they feel the need to obtain one.