Therapist Terms of Service

Welcome to the I V Y Labs, Inc. ("Ivy," "we" or "us") website located at https://www.talktoivy.com (the "Site"). Please read these Terms of Service (the "Terms") carefully because they govern your use of our Site and our platform that connects individuals who are seeking behavioral health and wellness services and advice ("Users") with behavioral health and wellness professionals ("Therapists") who provide such behavioral health and wellness services and advice ("Therapist Services"). To make these Terms easier to read, the Site and our platform and services are collectively called the "Services."

Agreement to Terms

By using our Services, you agree to be bound by these Terms and by our Privacy Policy in your capacity as a Therapist. If you don't agree to these Terms and our Privacy Policy, you may not use the Services.

Changes to Terms or Services

We may modify the Terms at any time, in our sole discretion. If we do so, we'll let you know either by posting the modified Terms on the Site or through other communications. It's important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site or App, you are indicating to us that you agree to be bound by the modified Terms. If you don't agree to be bound by the modified Terms, then you can't use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Who May Use the Services

Eligibility

You may use the Services only if you are 18 years or older and capable of forming a binding contract with Ivy and are not barred from using the Services or performing the Therapist Services under applicable law. You represent and warrant that you have all certifications, insurance, licenses and any other qualifications required to provide the Therapist Services in your jurisdiction ("Certifications") and you represent and warrant that such Certifications are current, accurate and complete. You agree to provide evidence of Certifications and insurance upon our request.

Registration and Your Information

If you want to access and use the Services, you'll first have to contact us at support@talktoivy.com or submit a form to us via the Site and respond to some preliminary questions. With Ivy's approval, you'll be able to create an account ("Therapist Account") via the Site. Ivy reserves the right to reject any application for a Therapist Account for any or no reason.

It's important that you provide us with accurate, complete and up-to-date information for your Therapist Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don't, we might have to suspend or terminate your Therapist Account. You agree that you won't disclose your Therapist Account password to anyone and you'll notify us immediately of any unauthorized use of your Therapist Account. You're responsible for all activities that occur under your Therapist Account, whether or not you know about them.

The Services

When you register to be a Therapist, you'll provide us with certain information such as your name, email address, a description of your skill set and areas of interest, certification and qualifications information, payment information, and other necessary Therapist Account information. We'll use this information to administer your Therapist Account.

Through the Services, we provide a platform that will enable you to interact with Users, including helping arrange an introductory call with potential Users. After registering your Therapist Account and enabling subscription services, we may send you notifications as a Therapist, of Users whose interests and goals are suited to your expertise, certifications, and qualifications that you provide to us when registering your Therapist Account. Ivy tries to connect three separate Therapists with the User, allowing the User to choose the Therapist they think is the best fit. We do not and cannot guarantee you will interact with any potential Users or that Users will choose you to provide the Therapist Services. Additionally, if chosen by the User, we cannot guarantee any level of business from such User. If chosen by the User, it is solely your obligation to coordinate scheduling, payment and other logistics with the User. Ivy does not assist in any way except for providing the platform for the initial introduction to the User.

You represent and warrant that: (i) you will provide the Therapist Services in accordance all applicable laws and ethical rules (and Ivy expressly disclaims any responsibility for your compliance with such laws or rules); (ii) you have no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder your performance of your obligations under these Terms; and (iii) Therapist Services will be performed in a thorough and professional manner, consistent with industry standards, with the requisite certifications, qualifications, educational degree, training, background, experience, insurance, technical knowledge and skills necessary to perform Therapist Services.

During the term of these Terms, you agree not to engage or participate in or provide services similar to the Therapist Services on any online platform offering services similar to those offered by Ivy. During the term of these Terms and for a period of one (1) year thereafter, you will not directly or indirectly solicit (i) the services of any Ivy employee or consultant, or (ii) any User, for your own benefit or for the benefit of any other person or entity.

By using the Services, you agree that you are not an employee of Ivy and that Ivy is not required to provide you with workers' compensation, unemployment insurance or disability benefits, medical malpractice insurance, minimum wage or overtime pay, or any other employee wages or benefits. We reserve the right, but are not obligated, to perform a background check, either ourselves or through third party service providers, in determining whether to grant you access to the Services as a Therapist. Should Ivy decide to perform a background check, as a condition of continued use of our Services, and where requested by Ivy, you agree to provide a signed consent to enable Ivy or its third party service provider to conduct such background checks.

No Referral, Professional Services or Advice; No Doctor/Therapist-Patient Relationship

Ivy is not a referral service and Ivy does not accept payments from Therapists in exchange for referrals.

Ivy provides the Services for informational purposes only. We provide a platform so that you may provide Users with behavioral health and wellness information relating to such Users' behavioral health and wellness goals. THE SERVICES DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, PROFESSIONAL, PSYCHOTHERAPY, COUNSELING, MEDICAL OR HEALTH ADVICE OR OPINION OF ANY KIND AND THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL OR MEDICAL ADVICE, OPINION, DIAGNOSIS OR TREATMENT OF ANY KIND. THE INFORMATION MADE AVAILABLE ON OR THROUGH THE SERVICES SHOULD NOT BE RELIED UPON WHEN MAKING MEDICAL DECISIONS, OR TO DIAGNOSE OR TREAT A MEDICAL OR HEALTH CONDITION. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT OR THERAPIST-PATIENT RELATIONSHIP BETWEEN IVY AND ANY USERS.

If you believe a User is having a medical emergency, contemplating suicide or harming themselves or others or is otherwise in danger ("Medical Emergencies"), you must immediately call the appropriate emergency service numbers and notify the relevant authorities. You agree that you will not use Ivy to provide Therapist Services for any Medical Emergencies.

We reserve the right to deny Users access to the Services for any reason or no reason, including if we determine, in our sole discretion, that such Users have certain medical conditions, Medical Emergencies or are otherwise not suitable to access the Services.

Payment Terms

We charge fees for certain subscription services, which you may enable through your Therapist Account. Please refer to your Therapist Account for a full description of fees and payment terms, including our renewal and cancellation policies. Fees are subject to change at any time. You agree to pay all applicable fees for subscription services you enable and that we may charge such fees to your payment account. Fees are not refundable.

YOU ARE SOLELY RESPONSIBLE FOR COLLECTING ANY FEES FROM THE USER FOR PROVIDING THERAPIST SERVICES AFTER THE CONCLUSION OF THE INITIAL INTRODUCTION PROVIDED THROUGH THE SERVICES. NOTWITHSTANDING THE FOREGOING, YOU MAY NOT CHARGE THE USER ANY FEES FOR SUCH INITIAL INTRODUCTION OR ANY OTHER COMMUNICATIONS FACILITATED BY THE SERVICES.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You can submit Feedback by emailing us at support@talktoivy.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Privacy Policy

Please refer to our Privacy Policy for information on how we collect, use and disclose information from our Therapists, our Users and other users.

Content and Content Rights

For purposes of these Terms: (i) "Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) "User Content" means any Content that account holders (including you or other Therapists or Users) provide to be made available through the Services. Content includes without limitation User Content.

Content Ownership, Responsibility and Removal

Ivy does not claim any ownership rights in any User Content that you make available through the Services and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Ivy and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

Rights in User Content Granted by You

By making any User Content available through Services you hereby grant to Ivy a perpetual, non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with (a) operating and providing the Services and Content to you and to other account holders, and (b) marketing and promoting the Services. For the avoidance of doubt, this license shall survive any termination of these Terms.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Ivy on or through the Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Rights in Content Granted by Ivy

Subject to your compliance with these Terms, Ivy grants you a limited, non-exclusive, non-transferable, non-sublicenseable license to download, view, copy and display the Content solely in connection with your permitted use of the Services.

General Prohibitions and Ivy's Enforcement Rights

In addition to the rules and restrictions set forth in the Therapist Guide, you agree not to do any of the following:

• Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give Ivy to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
• Use, display, mirror or frame the Services, or any individual element within the Services, Ivy's name, any Ivy trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page or in the App, without Ivy's express written consent;
• Access, tamper with, or use non-public areas of the Services, Ivy's computer systems, or the technical delivery systems of Ivy's providers;
• Attempt to probe, scan, or test the vulnerability of any Ivy system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Ivy or any of Ivy's providers or any other third party (including another user) to protect the Services or Content;
• Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Ivy or other generally available third party web browsers;
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
• Use any meta tags or other hidden text or metadata utilizing a Ivy trademark, logo URL or product name without Ivy's express written consent;
• Use the Services or Content in any manner not permitted by these Terms;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
• Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

Although we're not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Links to Third Party Websites or Resources

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

Term and Termination

These Terms will commence on the date you register your Therapist Account and, unless terminated earlier in accordance with these Terms, will remain in force and effect for as long as you are performing Therapist Services on the Services.

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Therapist Account at any time by sending an email to us at support@talktoivy.com. Upon any termination, discontinuation or cancellation of Services or your Therapist Account: (i) all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty and professional/medical services disclaimers, assumption of risk and indemnity, limitations of liability, and dispute resolution provisions; (ii) you will promptly deliver to Ivy all Confidential Information in your possession or control; and (iii) you will immediately pay all outstanding fees owed to Ivy.

Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. We make no warranties of revenue or any level of business

Assumption of Risk and Indemnity

YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE SERVICES. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY IVY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR ACCESS TO OR USE OF THE SERVICES OR CONTENT, INCLUDING THE PROVISION OF THERAPIST SERVICES TO CUSTOMERS OR (II) YOUR VIOLATION OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES.

You will defend, indemnify and hold Ivy harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from: (a) your breach of these Terms; (b) your use of the Services; (c) your alleged violation of any statute, ordinance, or regulation; or (d) any action by a third party or Users against Ivy that is based on (i) your provision of the Therapist Services; or (ii) any act or omission of Therapist and that results in personal injury, death, or tangible or intangible property damage (including loss of use).

Limitation of Liability

NEITHER IVY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT IVY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IVY EXPRESSLY DISCLAIMS LIABILITY FOR ANY MEDICAL, LEGAL AND ANY OTHER MALPRACTICE DAMAGE CLAIMS OR AWARDS, PAIN AND SUFFERING, PERSONAL INJURY/WRONGFUL DEATH, LOSS OF INCOME, LOSS OF CONSORTIUM, MEDICAL BILLS, LOSS OF PROGRAMS ARISING FROM OR RELATED TO YOUR OR A USER'S USE OF THE SERVICES.

IN NO EVENT WILL IVY'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE RECEIVED FROM IVY FOR PROVISION OF THE THERAPIST SERVICES.

THE ASSUMPTION OF RISK AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN IVY AND YOU.

Confidential Information

For purposes of this Agreement, "Confidential Information" means and will include any information, materials or knowledge regarding Ivy and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to you or to which you have access in connection with performing Therapist Services. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of you; (b) was rightfully in your possession at the time of disclosure, without restriction as to use or disclosure; or (c) you rightfully receive from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. You agree to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, except in performing Therapist Services, and not to disclose it to others. You further agree to take all actions reasonably necessary to protect the confidentiality of all Confidential Information.

Dispute Resolution

Agreement to Arbitrate

You and Ivy 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 or Content (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"). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You agree that you and Ivy 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 Ivy 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 “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

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 "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

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 https://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820 and a separate form for California residents at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) 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.

Arbitration Location and Procedure

Unless you and Ivy otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Ivy 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.

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 "Limitation of Liability" section above 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. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Ivy will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Ivy will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions of the "Changes to Terms of Services" section above, if we change this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@talktoivy.com) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Ivy's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Ivy in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General Terms

You agree that in you are an independent contractor and nothing in these Terms will be construed as establishing an employment or agency relationship between you and Ivy. You have no authority to bind Ivy by contract or otherwise. You will determine, in your sole discretion, the manner and means by which Therapist Services are accomplished on the Services, subject to the requirement that you will at all times comply with applicable law and these Terms.

You will report to all applicable government agencies as income all compensation received by you pursuant to these Terms. You will be solely responsible for payment of all withholding taxes, social security, workers' compensation, unemployment and disability insurance or similar items required by any government agency. You will not be entitled to any benefits paid or made available by Ivy to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Ivy pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. You will indemnify and hold Ivy harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on Ivy to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by you pursuant to these Terms.

You acknowledge that Ivy will not carry any liability insurance on behalf of you. You will maintain in force adequate liability insurance to protect yourself from claims of medical malpractice, personal injury or death or tangible or intangible property damage (including loss of use) that arise out of any act or omission by you.

These Terms constitute the entire and exclusive understanding and agreement between Ivy and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Ivy and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Ivy's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Ivy may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Ivy under these Terms, including those regarding modifications to these Terms, will be given: by Ivy (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Ivy's failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ivy. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Services, please contact Ivy at support@talktoivy.com.

Last Revised: January 1, 2015