Therapist - Terms & Conditions of Use

LAST UPDATED [•] 2024.

THESE TERMS.

What these Terms cover. These are the terms and conditions on which you will supply services to Users and will govern your relationship with Clearmind. They are a binding legal agreement between you and us that govern your use of the websites, applications, and other digital offerings from Clearmind Limited (“Clearmind”). When used in these Terms, “Clearmind,”, ‘Clearmind Centre’, “we,” “us,” and “our” refers to Clearmind Limited, with whom you are contracting.

Why you should read them. Please read these terms carefully before making use of Clearmind. These terms tell you who we are, how we will provide services to you, how you will provide services to Users and how we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms or require any changes, please contact us to discuss. By acting as a Therapist, you agree to these terms and to the Platform’s Terms & Conditions of Use, a copy of which are available on our website at https://clearmind.health.

You should review this agreement in its entirety. You acknowledge your acceptance of this agreement by applying to become a Therapist on our platform. If you do not accept the terms and conditions of this Agreement, do not register or otherwise use the Platform. Clearmind reserves the right to change these Terms at any time in its sole business discretion. Please check these terms regularly for changes. Your continued use of the Platform following the posting of any changes to the Terms will constitute your acceptance of and agreement to those changes.

Services.

Clearmind offers an online venue (the “Platform”) that enables users (each a “User” and together “Users”) to interact with, and engage the services of therapists (each a “Therapist” and together “Therapists”), and enables a Therapist that is engaging with a User to store and retrieve data about that User.

As-Needed Basis.

The parties acknowledge and agree that Clearmind does not make any minimum commitment of work, time, or compensation to the Therapist. The Therapist will provide service only on an as-needed basis as requested by Users from time to time.

Location.

The Services shall be rendered remotely unless otherwise agreed between a Therapist and a Client.

Relationship.

When Users engage the services of a Therapist, they are entering into a contract directly with that Therapist. Clearmind is not and does not become a party to or other participant in any contractual relationship between User and Therapist. Clearmind is not acting as an agent for any Therapist and Therapists are not entitled to represent Clearmind. We do not and cannot control the conduct or performance of Users or Therapists.

Users contract with Clearmind in relation to the use of the Platform and the processing of User’s payments for Services. Clearmind’s payment partner, Smarter Payments, allows the processing of User payments to be received by Therapists directly, in full and within 48 hours (usually <24 hours). Clearmind and each Therapist will agree a monthly service fee direct debit date for the following month for an automatic direct debit service fee to be paid by the Therapist to Clearmind for the service the Therapist received for the previous month. Our standard rate is 15% which can decrease based on total use for the previous month.

Working example:

September: Therapist undertakes 15 sessions during September and receives a total value of £1,125 (75 x 15 sessions). The £75 payment for each session will be received by the Therapist directly from the User. On an agreed date in October, an automatic, retrospective service-fee direct debit payment will made by the Therapist to Clearmind for £168.75 (15% of £1,125).

The transmission of sums in accordance herewith shall be good and valid discharge of the obligations of Clearmind to pay the sum in question to a Therapist, and Clearmind shall not be concerned to see the application of the monies so paid.

Terms and Conditions.

A Therapist 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.

By accessing or using the Platform, the Therapist agrees that he/she has read and agreed to all terms in this Agreement. Upon the Therapist'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 Therapist does not agree to all the terms of this Agreement, then he/she must not access or use the Platform.

Use 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, (b) modify copyright or other proprietary rights notices of Clearmind or its licensors in or accessing 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 Clearmind.

The Therapist represents and warrants that (a) he/she is not located in a country that is subject to any sanctions or similar regulatory restrictions.

Clearmind reserves exclusive rights to modify the features and functionality of the Platform as determined solely by Clearmind and such modifications are subject to change or termination without notice. The Therapist will however, notify each Client of a modification or termination of the Platform.

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

By agreeing to this Agreement, the Therapist is also agreeing to the terms of the Platform privacy policy available at https://clearmind.health/privacy-policy (the “Privacy Policy”). 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. The Privacy Policy is incorporated into and deemed a part of this Agreement. Clearmind reserves exclusive rights to modify the Privacy Policy as determined solely by Clearmind and such modifications are subject to change in accordance with the terms contained in that policy.

Disclaimers and Limitations of Liability.

The Therapist 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 Clearmind in relation to the Platform's Users, members, properties, limitations, or compatibility with the Therapist's needs. The Therapist shall not have any plea, claim, or demand against Clearmind 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, Clearmind expressly disclaims all warranties of any kind, whether expressed or implied.

Registration, providing services (“Provider Services”) and any use of the Platform is being made at the Therapist'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.

Clearmind does not guarantee any referrals of Users and makes no representations regarding the volume or number of interactions Therapist will have with Users.

Clearmind expressly disclaims all warranties for information posted or transmitted by the Platform's Users and/ or members.

The Therapist 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.

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

Under no circumstances will Clearmind be held liable to the Therapist 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.

The Therapist acknowledges and agrees that Clearmind 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 Therapist, including but not limited to representations by the Therapist as to his/her qualifications and advice provided through the Platform. The Therapist agrees to indemnify and hold Clearmind harmless in connection with any such claim and any damages or expenses arising therefrom.

The Therapist will be solely responsible for any agreements he/she chooses to make with a User. Clearmind will not be responsible or liable in any way for any agreement made between the Therapist and a User or for enforcing any such agreement, including but not limited to any agreements in relation to usage of the Platform in any way other than offered and suggested as the Provider Service on the Platform. Any agreement the Therapist chooses to engage in with a User is at his/her sole responsibility and entire risk.

The Therapist 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 Therapist hereby releases Clearmind 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.

The Therapist shall be solely responsible for and shall indemnify Clearmind for and in respect of:

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 Therapist shall further indemnify Clearmind against all reasonable costs, expenses, and any penalty, fine or interest incurred or payable by Clearmind in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and
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 Clearmind arising out of or in connection with the provision of the Services.

Clearmind shall not be liable to the Therapist or to any third party for any indirect, incidental, or consequential damages.

Clearmind'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 Therapist or to the Therapist through the Platform in the 2 months period prior to the date of the claim.

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

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.

Clearmind may at its option 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.

Therapist's Conduct.

When using the Platform for the purposes of Provider Services or using the Platform for a purpose related to Provider Services, the Therapist must exercise a reasonable standard of care, including confidentiality obligations, at least equivalent to a traditional in-person interaction with a User as mandated by his/her profession and regulatory agencies. For example, sessions should not be conducted from a vehicle or in a setting (whether public or private) where any other beings are present, including children or pets.

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 Clearmind.

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

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.

To the extent Therapist opts-in to provide therapy to certain populations (Couples, LGBTQ+ and/or Christian), Therapist represents and warrants they possess specialist skills, expertise, experience or training to counsel such populations.

The Therapist 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.

The Therapist 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 Therapist or any other professional.

The Therapist will not provide Provider Services for any Users presenting with an emergency. For emergency matters and issues, the Therapist agrees to instruct the User to immediately call their local emergency assistance number (999 in the U.K and Channel Islands and 112 in the EU).

Regardless of the Therapist'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 Therapists in Jersey, the Therapist agrees to never engage in the assessment or medical treatment of any person detained in hospital under the Mental Health (Jersey Law) 2016 (or equivalent legislation elsewhere).

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

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 Clearmind clinical team. 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, Clearmind may terminate the Counselor immediately and/or withhold any payments owed or due to Therapist at Clearmind's sole discretion.]

The Therapist agrees to use the Platform as intended and not collect additional fees from Users for services rendered associated with the Platform. For clarity, the Therapist agrees that he/she will not request Users' payment information in connection with collecting a payment for any reason, including a no- show fee, for any services rendering through or associated with the Platform.

Any fees related to external assessments that are conducted outside the Platform, whether or not there are fees associated with such tool are expressly not required by Users to receive services on the Platform. The assumption of fees associated with use of such external assessment tools are at the Users' sole discretion and not sanctioned or enforced by Clearmind.

The Therapist agrees to indemnify, defend and hold Clearmind 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 Clearmind, 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 Therapist according to this Provider Agreement;

(b) the Therapist'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 Therapist's performance of the 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.

The Therapist agrees to be bound by any and all applicable local and 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 Clearmind. The Therapist further agrees and commits not to engage in conduct that is harmful, unethical, fraudulent, deceptive, or offensive.

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 Clearmind compensation practices. It also includes making misrepresentations to Clearmind about the scope, content or nature of the Services the Therapist has provided to members in order to elicit additional compensation from Clearmind. Failure to comply with this provision may amount to reduced privileges on the Platform or termination. The Therapist agrees to undergo any credentialing, licensure verification, and/or professional ongoing monitoring by Clearmind or a third-party organization facilitated by Clearmind.

Therapist agrees to accept exclusive liability for complying with all applicable local and internal laws, including laws governing self-employed individuals, if applicable, such as laws related to payment of taxes, social security, ‘long term care’ and other contributions based on fees paid to Therapist under this Agreement.

Therapist acknowledges and agrees that during the course of and solely as a result of their provision of the Provider Services, Therapist will become aware of some, most, or all of Clearmind's clients and members, their assigned names, and their needs and requirements. Therapist further acknowledges and agrees that the loss of such clients or members would cause Clearmind great and irreplaceable harm. Consequently, unless otherwise expressly agreed in writing with Clearmind, Therapist covenants and agrees that Therapist 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 Clearmind who Therapist personally contacted or provided Provider Services to, or about which the Therapist became aware of and/or received Confidential Information about, for the purpose of: (i) materially interfering with Clearmind's business as currently conducted; (ii) doing business with such clients or members in the same class of business offered by Clearmind; or (iii) marketing similar services provided by Clearmind to any such actual or prospective clients or members.

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

Therapist Account and Responsibilities.

The Therapist 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”). Clearmind advises the Therapist to change his/her password frequently and to take extra care in safeguarding his/her password.

The Therapist agrees to notify Clearmind immediately of any unauthorized use of his/her Account Access or any other concern for breach of his/her account security.

The Therapist agrees, confirms, and acknowledges that Clearmind 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 Therapist agrees that he/she is solely and fully liable and responsible for all activities that are made by using his/her Account Access. The Therapist further acknowledges and agrees that Clearmind 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 Therapist or not, and the Therapist agrees to indemnify Clearmind for any such damage or loss.

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

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

The Therapist agrees and commits not to interfere with or disrupt or attempt to interfere with or disrupt any of Clearmind'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.

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.

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

The Therapist will indemnify, defend, and hold Clearmind 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 Therapist or by someone else; (c) the Therapist'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 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.

Modifications, Termination, Interruption and Disruption to the Platform.

Clearmind may modify, suspend, disrupt, or discontinue the Therapist's access to the Platform, any part of the Platform, or the use of the Platform, whether to all Users or to the Therapist specifically, at any time with or without notice to the Therapist. The Therapist agrees and acknowledges that Clearmind 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, Clearmind may terminate or prevent the Therapist 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.

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

Fees and Payment.

Payment.

Clearmind shall facilitate payments made by Users for Services and will, where appropriate assist with refunding fees to Users. In the event that a User applies for a refund, Clearmind shall consult with the relevant Therapist in relation to such request but shall have absolute discretion as to whether or not a refund is paid. If a refund is paid, the relevant Therapist shall, upon notice, return any funds relating the work that was refunded to the User.

Expenses.

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

Covenants, Warranties and Representations of the Therapist.

Therapist as Principal.

The Therapist 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.

The Therapist shall exercise all the skill, care, and diligence in performing the Provider Services. Without limiting the generality of the foregoing, the Therapist covenants and agrees that he/she shall be the person actually performing the Provider Services. The Therapist shall not be permitted to substitute personal performance of the Provider Services with another individual without the express prior written consent of Clearmind. The Therapist 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 Therapist warrants that he will remain free of any obligations and restrictions that would interfere, conflict or be inconsistent with the performance of this Agreement.

The Therapist 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.

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

The Therapist agrees to not perform any Provider 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 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.

The Therapist 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 Clearmind, 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.

Therapist acknowledges, represents and warrants that: (1) it is experienced and skilled in performing the Provider Services hereunder, (2) Clearmind 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 Provider Services or similar services to other businesses and/or entities without violating the terms in this Agreement, (4) the Therapist 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 Therapist through the Platform are done as independent Therapists to the Users. Clearmind neither employs you nor provides Provider Services; (6) Clearmind is technology Clearmind 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 Therapists to individuals or entities seeking such services; (7) the business relationship between Therapist and Clearmind under this Agreement is a temporary, and not a permanent, relationship that allows Therapist to use the Platform to identify contract opportunities; (8) Therapist has no authority to bind Clearmind or its affiliates and shall not hold him or herself out as an employee, agent, or authorized representative of Clearmind or its affiliates; (9) Therapist will be solely responsible for the reporting and payment of all 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) 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 Clearmind that is inconsistent with you being an independent Therapist; (11) 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 you may conduct through the Platform; (12) Therapist 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 Therapist will provide the services sought by any User; and (13) Clearmind does not dictate the specific time of performance and does not guarantee you any minimum amount of Provider Services.

Therapist is solely responsible for the manner and means of the performance of the Provider Services to be provided hereunder, except that Clearmind shall retain the right to ensure that all Provider 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 Clearmind to ensure legal compliance and any deadlines specified by Clearmind do not constitute direction or control by Clearmind over Therapist's Provider Services or direction by Clearmind of the time for performance by Therapist. Therapist is solely responsible to supply and use its own tools or equipment that may be necessary for the performance of the Services herein

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

Therapist will provide immediate written notice to Clearmind of any of the following:

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

any malpractice or negligence action which is commenced, adjudicated or settled; or
any change in status of his/her license; or
any conviction or plea of guilty in relation to a crime for which a custodial sentence may be imposed.

Compliance with Laws.

In the performance of Services, the Therapist 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.

Non-Disclosure.

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

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

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

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

Therapist also agrees to abide by the Data Processing Agreement and any other agreement between the Therapist and Clearmind 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 Therapist from reporting an event that Therapist 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.

No Authority to Contract on Behalf of Clearmind.

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

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.

Notices.

Clearmind may provide notices or other communications to the Therapist regarding this Agreement or any aspect of the Platform, by email to the email address that Clearmind 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@Clearmind.com.

Advertising.

Under this Agreement, Clearmind shall provide the information that Therapist volunteers in or through the Platform including, but not limited to, his/her name, photograph, 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 Therapist's name, photograph and profile in thirty-party provider directories that promote Clearmind. Therapist may decline this opportunity by contacting Clearmind at hello@Clearmind.health.

Identity verification.

We may use identity verification services from our compliance provider, [•] (the “Compliance Provider”), 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 an image of yourself, which is sent directly to the Compliance Provider. Compliance Provider uses machine learning technologies such as biometric facial comparison algorithms to compare your selfie to your photo identification document and confirm a match. Clearmind 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 Clearmind. Once you are approved as a Clearmind Therapist, we delete the information we received from your identification document. In accordance with its Privacy Policy, Compliance Provider deletes the information it collects and generates about you once verification is complete. Clearmind and Compliance Provider only use the collected information for completing and improving the identity verification process. If you prefer manual ID verification please contact hello@Clearmind.com.

Clearmind'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 Clearmind have the discretion to review the Therapist's correspondence or exchanges with Users for the purpose of:

administering and/or monitoring the Platform;
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
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 and Recruitment teams also have the ability to verify and/or review the truthfulness or accuracy of the details regarding the Therapist's experience, credentials and qualifications.

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

Changes to this Agreement.

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

Transfer, Assignment, and Delegation.

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

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

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.

Governing Law.

These terms are governed by the laws of the island of Jersey and you agree that you shall only bring legal proceedings in respect of the Terms in the Jersey courts.

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.

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.

Independent Legal Advice.

The Therapist 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.