BREAKTHROUGH TERMS OF SERVICES FOR PROVIDERS

This Terms of Services governs your use of Breakthrough (the “Services” as further defined below) to provide behavioral health counseling services to End Users (as defined below), solely in accordance with your duties and obligations as a licensed provider of such services. Use of the Services is expressly conditioned on (i) your compliance with your professional duties as a licensed, registered or certified professional; and (ii) acceptance of this Terms of Services. The obligations set forth in this Terms of Services are in addition to, and not in lieu of, your professional and legal obligations as a licensed, registered or certified provider of behavioral health counseling services. If you are unable to simultaneously comply with your obligations under this Terms of Services as well as your professional and legal obligations, you may not use the Services.

Please take the time to carefully review the Terms of Services which will govern your use of Breakthrough to provide behavioral health counseling services to End Users. In order to participate in any Services offered by Breakthrough you must read this Terms of Services and indicate that you understand and accept all of the terms and conditions herein. If you decide not to agree to the terms and conditions discussed herein, you may not use the Services.

These terms and conditions apply to any use by you of the Services on this website, including without limitation all Services available at http://www.Breakthrough.com (the “Site”) or Breakthrough services accessible through other sites, such as a personal webpage or Breakthrough partner.

In addition to this document, in connection with your use of the Services, you are also bound by the Privacy Policy, as well as the guidelines, rules, schedules, disclosures, disclaimers, amendments to this Terms of Services and other terms that we post on the Site or otherwise provide or make available to you from time to time, each of which are hereby incorporated by reference.

THE PARTIES

Throughout this Agreement, the words “Breakthrough,” “we,” “us,” or “our” mean, collectively, Breakthrough Behavioral, Inc., Breakthrough Behavioral of Texas, Inc., Breakthrough Behavioral Network, P.C., and all of their respective affiliates, successors or assigns. “You” or “your” means the Authorized Person who is a licensed provider of counseling services who establishes an account with Breakthrough which is accessible through the Services, the Site, or any website or partner that offers Breakthrough’s services. “Authorized Person” means any user who has accepted this Terms of Services or the End User Terms of Service and accessed or used the Services in accordance herewith. “End User” means an Authorized Person who uses Breakthrough to find a provider and/or receive counseling services via Breakthrough.

DESCRIPTION OF SERVICES

The “Services” shall mean all communication services, features, products, and services available or otherwise used by you on or through the Site or a website that embeds or makes available Breakthrough’s services.

You may use the Services on the site to provide counseling services to End Users who are your private paying clients, whose sponsoring health plan, insurer, employer or other payor has entered into an agreement with Breakthrough to make the Services and Site available to you and the End User (individually, a “Payor”, and collectively, “Payors”), or whose sponsoring health plan, insurer, employer or other payor has not entered into an agreement with Breakthrough (individually, an “Other Payor”, and collectively, “Other Payors”).

ELIGIBILITY

By using the Services, you represent and warrant that:

(a) You have the legal capacity and authority to agree to the terms and conditions of this Terms of Services;

(b) All registration information and session information you submit (including but not limited to your licensure information) is accurate and truthful;

(c) You will maintain the accuracy of such information;

(d) You are, and will be at any time that you use the Services and Site, licensed, registered or certified, as applicable, in good standing, and shall meet all other legal requirements, to provide counseling services to End Users in the States in which you provide those services using the Services and Site;

(e) At any time that you are no longer licensed, registered or certified, as applicable, or otherwise permitted in a State to provide counseling services to End Users, you will immediately cease to use the Services and Site to provide counseling services in that State and shall notify Breakthrough of such restriction or cessation;

(f) You are a health care provider who is contracted, credentialed and in good standing with those Payors listed in your Profile (as defined below) to provide counseling services to End Users;

(g) At any time that you terminate your contract with a Payor, or are otherwise restricted from providing counseling services to a Payor’s End Users, you shall immediately cease providing counseling services to such Payor’s End Users using the Services and the Site and shall notify Breakthrough of such restriction or cessation; and

(h) Your use of the Services does not violate any applicable law or regulation.

Your profile may be removed and your participation may be terminated without warning if Breakthrough believes that you are in breach of any of the foregoing representations and warranties.

YOUR RESPONSIBILITIES AND LIABILITIES

Except as specifically set forth in this Terms of Services, you will be solely responsible for providing all equipment, supplies and services that are required for the effective provision of counseling services utilizing the Services and Site in accordance with all applicable laws and applicable Payor and Other Payor requirements. Specifically, but without limitation, you shall provide, maintain and provide all services hereunder using the minimum technology standards set forth in Technical Requirements, as such standards may be modified from time-to-time and communicated to you by Breakthrough by email or secure messaging.

You will complete such training regarding the Services and Site as may be required by Breakthrough and communicated to you by email or secured messaging initially and from time to time throughout your use of the Service and Site.

You will complete an online profile (“Profile”) describing yourself in such form and having such content as Breakthrough may determine and communicate to you from time-to-time by email or secure messaging. You hereby consent to Breakthrough posting your Profile and a picture of yourself on the Site.

If requested by Breakthrough, you will complete a video introduction in such form and having such content as Breakthrough may determine. Breakthrough shall arrange for and pay costs associated with such video introduction.

You agree to maintain availability to treat Payors’ End Users hereunder in the same manner and to the same degree that you maintain availability to treat all other clients. You agree to notify Breakthrough if you cease accepting new clients.

You will personally provide the counseling services provided using the Services and Site hereunder. You agree to use your best efforts to give Breakthrough not less than thirty (30) days prior written notice if you decide to stop accepting new clients, plan leave that will exceed one week in duration, or will cease using the Services and Site. You acknowledge that it is your obligation to ensure a proper transition of care for any clients for whom you will no longer provide counseling services.

You will at all times provide the counseling services provided using the Services and the Site in accordance with all applicable federal, state laws and local and regulations, as well as the applicable ethical and professional standards applicable to you now in effect or as may be adopted from time to time by any regulatory or professional standards body having jurisdiction over you. This shall include, but shall not be limited to, all federal and state laws pertaining to the provision of medical/clinical services via telemedicine.

You represent and warrant that you will maintain the confidentiality of End User Personal Information and shall only use End User Personal Information or the healthcare and personal information of other patients as permitted in this Terms of Services and consistent with state and federal privacy laws.

In order to provide the Services, Breakthrough shall make information concerning you, including, without limitation, (i) your practice address, phone number, fax and email, (ii) photograph, and (iii) general practice information (collectively, “Your Information”), available on the Site and as part of the Services made available by Breakthrough to End Users of the Site.

It is your sole responsibility to ensure that the contact and licensure information in your Breakthrough Profile is current and accurate. This contact information includes, but is not limited to, name, address, phone numbers, e-mail addresses, states and types of licensure, and account numbers. Changes to your contact information can be made in the personnel section of the Site. You will promptly update and notify Breakthrough of any change in this information. You are solely responsible for any liability or expense resulting from outdated or inaccurate information.

You agree that Breakthrough may share Your Information with any hospital, insurance company, healthcare provider or other similar entity with whom you are professionally affiliated (“Related Entities”) for the purposes of enabling the Related Entities to use, display and reproduce Your Information to their patients or clients and/or to book appointments through the Services on their behalf.

You agree that Breakthrough may contact you via email regarding this Terms of Services, the Site or the Services.

You will respond to End User scheduling requests within a reasonable amount of time, but in no event more than one business day after receipt of an End User’s request for an appointment.

SECURITY/CONFIDENTIALITY OF ACCESS INFORMATION

Use of the Services requires a computer, webcam and internet access connected through an internet service provider with a web browser.

Provider acknowledges that in the course of performing services or work under this Terms of Services, you may be given access to resources, information, and materials which are owned by Breakthrough, its subsidiaries or affiliates, and/or owned by third parties and in the possession of or licensed to Breakthrough, and which constitutes valuable resources, confidential and/or proprietary information, know-how, and trade secrets belonging to Breakthrough, their subsidiaries or affiliates, and/or third parties (hereinafter referred to as “Proprietary Information”). You hereby agree to hold the Proprietary Information in strict confidence and not to disclose it or otherwise make it available to any person or third party without the prior written consent of Breakthrough. You agree that all Proprietary Information shall be used only for the purpose of providing behavioral counseling services on the Site under this Terms of Services and shall not be produced, copied, in whole or in part, except as specifically authorized and in conformance with Breakthrough’s instructions when necessary for the purposes set forth herein. You shall return all Proprietary Information, together with any copies, reproductions or other records thereof in any form, to Breakthrough at such time as you cease using the Services and Site.

You agree to abide by all Breakthrough policies and standards governing access to and use of computer resources, as such standards may be modified from time-to-time and communicated to you by Breakthrough by email or secure messaging.

You agree to keep your username and password and any other security or access information (collectively, “Access Information”) confidential to prevent unauthorized access to your account(s) and to prevent unauthorized use of the Services. You agree not to give or make available your Access Information to any unauthorized individual. You will be solely responsible for any disclosure of your Access Information or use thereof by any unauthorized third party.

If you believe the security of your Access Information has been compromised in any way (for example, your password has been lost or stolen, someone has attempted to use the Services under your user name without your consent or your accounts have been accessed without your permission), you must notify us immediately.

We reserve the right to deny your access to the Services or any part thereof, in order to maintain or restore security or performance to the Site or any other Breakthrough sites and systems. We may also do so if we reasonably believe you are in breach of this Terms of Services or your Access Information has been or may be obtained or is being used or may be used by an unauthorized person(s).

Breakthrough agrees not to willingly share information stored within the Breakthrough system with third parties, except as set forth in the Privacy Policy. However, you agree to hold Breakthrough harmless in the event information stored in the Breakthrough system is required to be disclosed by law, or is accidentally or maliciously obtained by a third party. While Breakthrough takes measures to back-up the information stored in Breakthrough, you agree to hold Breakthrough harmless for any loss of data or information stored in the system. You also agree to indemnify and hold harmless Breakthrough for any damages you incur by using Breakthrough.

We strongly recommend that you do not use Breakthrough on public computers. We also recommend that you do not store your Breakthrough password through your web browser or other software.

HIPAA AND STATE PRIVACY LAWS

As a Treatment Provider, you could be a Covered Entity for purposes of compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”), and you may also be subject to similar state laws. Accordingly, information you collect could be protected under HIPAA and state privacy laws. All Covered Entities must enter into a Business Associate Agreement with Breakthrough. Breakthrough is a technology provider, not a Covered Entity, and is only responsible for complying with HIPAA and its regulations as a Business Associate. You understand compliance with HIPAA and state privacy laws is your responsibility. While use of Breakthrough’s technology is designed to provide security of information as required by HIPAA, Breakthrough makes no warranty or representation that compliance with this Terms of Services or use of its products or services will be adequate or satisfactory to fully comply with HIPAA or state privacy laws.

TREATMENT PROVIDER OBLIGATIONS WITH RESPECT TO END USER INFORMATION

An End User may submit medical history and other personal information (“End User Personal Information”) on the Site and authorize you to have access to such information in advance of an appointment. You acknowledge, agree, release and indemnify Breakthrough from all claims and liability arising out of your failure to have the End User confirm the End User Personal Information or arising out of any omissions or errors in any End User Personal Information provided through the Services. You have no rights in the End User Personal Information maintained by Breakthrough other than as is expressly provided hereunder.

You covenant that all use of End User Personal Information will not conflict with the Privacy Policy or your professional and legal duties and obligations. You understand that the information available from Breakthrough, including, but not limited to, the FAQs, is to be used at your own risk.

SERVICE FEES

In the event that you and a private paying client or a client with an Other Payor elect to use the Services and Site for your provision of behavioral health counseling services to the client, you shall pay Breakthrough a fee of $6.00 per session for Breakthrough’s Services and the use of the Site as invoiced by Breakthrough. Breakthrough may increase such per session fee upon thirty (30) days prior notice to you.

You agree to pay all fees and charges for Services within thirty (30) days of your receipt of Breakthrough’s invoice, and you authorize us to automatically deduct all applicable charges and fees from your designated Breakthrough Payment Account(s) as set forth in your Profile.

Payments required of you represent fair market value for your use of the Services, and are not based upon the volume or value of any referrals to you or business otherwise generated by Breakthrough for which payment may be made in whole or in part under Medicare, Medicaid or any other federal or state health care program. The Services impose no requirements on the manner in which you provide counseling services to an End User.

LINKED PAYMENT PROCESSING ACCOUNTS

Any “linked” payment processing accounts with third parties (such as PayPal or Authorize.net) will appear in your Breakthrough profile on the Site, and you will be able to view at least certain summary information for all such accounts.

DIRECT DEPOSIT OF PROVIDER FEES

In the event that payment is due to you by or through Breakthrough for your provision of behavioral health counseling services, by completing the information in your Profile, including your designation of a bank account for direct deposit of any amounts owed to you, you are authorizing Breakthrough to make deposits to the account. This authorization will remain in effect until you cancel such authorization in your Profile.

ELECTRONIC COMMUNICATIONS

You agree that all electronic communications that we receive on the Site or otherwise in connection with the Services, such as those directing us to take an action with respect to your account, that match your Access Information or other identity information you have provided when enrolling in or using the Services, will be deemed valid, authentic and binding.

You agree (to the maximum extent permitted by law) to hold harmless Breakthrough and its vendors and suppliers and protect and indemnify Breakthrough and its vendors and suppliers from and against any and all claims, losses, liability, damages and/or demands (including, without limitation, reasonable attorneys' fees and court costs) of any kind, direct or indirect, arising out of or in any way connected with any Services rendered by Breakthrough pursuant to or in accordance with any and all electronic communications for which we have attempted to verify your identity as set forth above.

You agree that all electronic communications, including but not limited to data entry, will not be fraudulent or otherwise incorrect, and that you have the right to disclose any information that you disclose to Breakthrough.

COMMUNICATION FEES AND CHARGES

You agree to be responsible for any telephone charges and/or Internet service fees you incur in accessing your account(s) through the Services.

CHANGES IN SERVICES/INTERRUPTIONS IN SERVICE

We may revise, discontinue, or otherwise modify, temporarily or permanently, the Services or any part thereof (including, without limitation, the Site, this Terms of Services, the scope of the Services, and any materials related to the Services), or your access thereto. Without limiting the foregoing, we reserve the right at any time to terminate this Terms of Services as to all prior versions of the Services and/or related materials and limit access to our more recent versions and updates.

You may choose to accept or decline our changes by closing, continuing or discontinuing use of the Services to which these changes relate. Your use of the Services after we make any changes will constitute your agreement to such changes and the then current version of this Terms of Services as posted on the Site.

We may, from time to time perform maintenance upon the Services or experience hardware, software or other problems related to the Services, resulting in interrupted service, delays or errors in the Services. We will attempt to provide prior notice of such interruptions, delays or errors but cannot guarantee that such notice will be provided.

TERMINATION

We reserve the right to terminate this Terms of Services and your access to the Services, in whole or in part, at any time and for any reason.

ASSIGNMENT

This Terms of Services is personal to you and you may not assign this Terms of Services or your rights to the Services to any other party. We expressly reserve the right to assign this Terms of Services and to delegate any of its obligations hereunder, under our sole discretion and without your consent. We may also assign or delegate certain of our rights and responsibilities under this Terms of Services to independent contractors or other third parties.

NO WAIVER

We shall not be deemed to have waived any of our rights or remedies hereunder unless such waiver is in writing and signed by us. No delay or omission on our part in exercising any right or remedy shall operate as a waiver of that right or remedy or any other rights or remedies. A waiver on any particular occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

HARM TO COMPUTER SYSTEMS/DATA

You agree that we shall have no liability of any kind for viruses, worms, Trojan horses, or other similar harmful components that may enter your computer by downloading information, software, or other materials from the Site or any other Breakthrough site.

LIMITATION OF LIABILITY

You acknowledge that Breakthrough is not a health care provider, licensed or otherwise. Breakthrough cannot and will not assume responsibility for or control over the care of any patient, which shall, at all times remain your responsibility. Breakthrough will not be responsible for the assignment of staff to treat End Users or any other activity that involves the practice of medicine or the provision of health care services.

You acknowledge and agree that Breakthrough is not responsible for (i) the accuracy, reliability, timeliness, or completeness of Your Information, End User Personal Information, other data provided by End User, or any other data or information provided or received through the Site or the Services, (ii) the results that may be obtained from the use of the Site or the Services, (iii) the provision of your services as a result of your reliance on any End User Personal Information or other data provided by End User, through the Site or the Services, or (iv) the cancelling or rescheduling of any appointment booked through the Site or the Services by any End User.

Except as otherwise expressly provided herein, your use of the Services is at your own risk.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF THE ENTITIES COMPRISING BREAKTHROUGH OR ITS VENDORS AND SUPPLIERS, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS OR EMPLOYEES, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE OR SERVICES IS LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND; OR (II) LOSS OF PROFITS, LOST REVENUE, COST OF REPLACEMENT GOODS OR SERVICES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SITE OR SERVICES, OR THE INABILITY TO ACCESS OR USE THE SITE OR SERVICES, WHETHER CAUSED BY BREAKTHROUGH OR THIRD PARTIES, ONLINE SERVICE PROVIDERS, ANY AGENT OR SUBCONTRACTOR OF ANY OF THE FOREGOING. IN NO EVENT SHALL BREAKTHROUGH’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU FOR SERVICES IN THE LAST 30 DAYS.

INDEMNIFICATION

You will defend, indemnify and hold Breakthrough and its affiliates, directors, officers, employees, consultants and agents harmless from any and all claims, actions, proceedings, losses, damages, liabilities and expenses, including reasonable attorneys’ fees and amounts awarded by a court or paid in settlement, arising from or related to (i) any services or treatment provided by you to an End User resulting from your use of the Services or the Site, or (ii) any breach of a representation or warranty hereunder.

GOVERNING LAW AND DISPUTE RESOLUTION

The terms and conditions contained in this Terms of Services shall be construed under and governed by the laws of the State of Delaware and any dispute arising from this Terms of Services or the breach of this Terms of Services shall be governed by the laws of the State of Delaware.

You agree that any dispute, controversy or disagreement arising out of or relating to this Terms of Services, the breach thereof, or the subject matter thereof, shall be settled exclusively by binding arbitration, which shall be conducted in accordance with the American Health Lawyers Association Alternative Dispute Resolution Service Rules of Procedure for Arbitration, and which to the extent of the subject matter of the arbitration, shall be binding not only on all parties to the Terms of Services, but on any other entity controlled by, in control of or under common control with the party to the extent that such affiliate joins in the arbitration, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

WARRANTY DISCLAIMER

WITHOUT LIMITING THE FOREGOING, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE SERVICES AND THE SITE ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM ANY COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE. WHILE BREAKTHROUGH MAKES EVERY EFFORT TO PROVIDE ACCURATE INFORMATION IN CONNECTION WITH THE SERVICES, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, BREAKTHROUGH MAKES NO WARRANTY THAT (i) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (ii) ANY INFORMATION CONTAINED ON, RESULTS THAT MAY BE OBTAINED FROM THE USE OF, OR OTHER ASPECT OF THE SERVICES WILL BE ACCURATE, CURRENT, COMPLETE OR RELIABLE.

Nothing contained in the Services is intended to provide medical, legal, accounting, tax, business, or financial advice. You should consult your own professional advisor on such matters.

NO INDUCEMENT

This Agreement has been negotiated in good faith through arms’ length negotiations. Nothing contained in this Agreement, including any compensation paid or payable, is intended or shall be construed: (i) to require, influence or otherwise induce or solicit a party or any of its affiliates regarding referrals of business, or recommending the ordering of any items or services, of any kind whatsoever to any of the other parties or their affiliates, or to any other person; or (ii) to interfere with an End User’s right to choose his or her own health care provider.

SEVERABILITY

If any provision of this Agreement is void or unenforceable, such ineffectiveness or unenforceability shall not affect the validity or enforceability of such provision in another jurisdiction or any other provision in that or any other jurisdiction.

INDEPENDENT CONTRACTORS

The relationship of the parties shall be that of independent contractors. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party as agent, employee, or in any other capacity, except as specifically provided herein.

COLLECTION EXPENSES

If we have to file a lawsuit to collect whatever you owe us, you will pay our reasonable expenses under this Terms of Services, including arbitration fees, attorneys' fees and court costs.

AREA OF SERVICE

Unless otherwise agreed by Breakthrough, the Services described in this Terms of Services are solely offered within the United States of America.

Last Revised: December 12, 2013