"Website") and the private portal which requires registration to be accessed (the "Private
Portal", and together with the Website, the "Greenspace Platform") located at www.greenspacehealth.com and app.greenspacehealth.com. The words "Greenspace," "we," "us,"
or "our" mean, collectively, Greenspace Mental Health Ltd. and all of its respective affiliates, successors
or assigns. "You" or "your" means the clinic or organization who opens an account on
the Greenspace Platform (the "Clinic"), that facilitates the provision of psychotherapy services by
regulated professionals ("Treatment Providers") who are permitted to provide of psychotherapy
services. Treatment Providers may include, but are not limited to, psychiatrists, psychologists, clinical social
workers, registered psychotherapists, professional counselors and marriage and family therapists.
"Patient" means (i) any person who opens an account on the Greenspace Platform; (ii) any person whose
information You input and record on the Greenspace Platform; or (iii) a parent or legal guardian of a Patient who
Use govern your access to and use of the Greenspace Platform and constitute a binding legal agreement among you, as a
user of the Services (as defined in Section 5 below) and Greenspace.
Use of the Greenspace Platform and Services is expressly conditional on (i) your ongoing compliance with your
professional and legal obligations as a result of facilitating services by regulated professionals; and (ii)
and not in lieu of, your professional and legal obligations as a result of facilitating services by regulated
and legal obligations, you may not use the Greenspace Platform and its Services.
"HIPAA" means the Health Insurance Portability and Accountability Act of 1996;
"Protected Health Information" or "PHI" means protected health information as
defined by HIPAA's Privacy Rule found at 45 C.F.R. § 160.103;
In order to use the Services and Greenspace Platform in respect of a Patient, you are required to have a clinical
relationship with the Patient outside of the Greenspace Platform. You are solely responsible for obtaining your
Patients' informed consent, where applicable, to treatment using the Greenspace Platform. It is your sole
responsibility for ensuring all Patients associated with a Treatment Provider's account on Greenspace are being
provided psychotherapy services by the Treatment Provider at your Clinic.
In order to associate a Treatment Provider with your account on the Greenspace Platform, you must either (i) provide
the Treatment Provider with the unique registration link provided to you; or (ii) send the full names and email
addresses of each Treatment Provider to be associated with your account to the Greenspace administrator at email@example.com. For greater clarity, 'associating' a
Treatment Provider with your account on the Greenspace Platform allows you to: (i) view information and assessment
results of all Patients associated with such Treatment Provider's account on the Greenspace Platform; and (ii)
facilitate the delivery of assessments to Patients on behalf of the Treatment Provider.
In order to use the Services and Greenspace Platform in respect of a Treatment Provider, you are required to have a
clinical relationship with the Treatment Provider outside of the Greenspace Platform. You are solely responsible for
obtaining your Treatment Providers' informed consent, where applicable, to associate each Treatment Provider with
your account on the Greenspace Platform.
create a partnership, joint venture or the relationship of employee and employer as between Greenspace and you, and
you shall not hold yourself out as an employee, agent or partner of Greenspace. You are an independent Clinic to
whom Greenspace provides the Services (defined below) in consideration of the service fees paid by you to Greenspace
as set out in greater detail below.
The Greenspace Platform includes, without limitation, the following services (collectively, the
THE SERVICES DO NOT INCLUDE THE PROVISION OF HEALTH CARE SERVICES, MENTAL HEALTH SERVICES, SOCIAL OR PSYCHOTHERAPY
SERVICES, OR ANY OTHER PROFESSIONAL SERVICES BY GREENSPACE. Greenspace is simply a technology service provider that
facilitates the Services through the Greenspace Platform.
YOU ARE NOT AN EMPLOYEE OR AGENT OF GREENSPACE AND GREENSPACE DOES NOT CREDENTIAL YOU OR HAVE ANY OVERSIGHT OF THE
CARE YOU OR YOUR TREATMENT PROVIDERS PROVIDE TO PATIENTS. Each Clinic is an independent organization who is solely
responsible for any health care services or social or psychotherapy services provided to Patients by its Treatment
Providers, and who is also solely responsible for obtaining each Patient's informed consent, where required, to any
medical treatment, including without limitation, the Patient's consent to use the Services.
Your access to and use of the Greenspace Platform and the Services is conditional on your ongoing compliance with
Platform or use the Services for any purpose. Additional terms and conditions applicable to specific areas of the
any of these additional terms and conditions, you are not authorized to access or use those areas of the Greenspace
While the Greenspace Platform and Services may provide access to certain general medical information, the Services
cannot and are not intended to provide medical advice to Patients. THE CONTENT ON THE GREENSPACE PLATFORM IS NOT AND
SHOULD NOT BE CONSIDERED MEDICAL ADVICE OR A SUBSTITUTE FOR INDIVIDUAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.
No representation or warranty is made that any particular assessment or treatment is safe, appropriate or effective,
and Greenspace does not endorse or advocate any treatment method.
The Greenspace Platform and the Services do not constitute a medical device, clinical decision support system, or
other diagnostic tool. If permitted, Treatment Providers are responsible for making their own diagnosis of the
Patient or must receive such diagnosis from a qualified health care provider. For greater clarity, no Services
provided by Greenspace shall be construed as a diagnosis of a Patient.
Greenspace is not responsible for the quality or effectiveness of the assessments provided by the Greenspace
Platform. You and the Treatment Provider are responsible for selecting the appropriate assessments for Patients.
By using the Greenspace Platform and the Services, you represent and warrant that:
Your profile may be removed and your participation may be terminated without warning if Greenspace believes that you
are in breach of any of the foregoing representations and warranties. You agree to immediately apprise Greenspace in
writing of any change in any of the representations and warranties set forth above, and to immediately cease to use
the Greenspace Platform and Services until the change in circumstance is reviewed by Greenspace and you are
re-authorized in writing to resume use of the Greenspace Platform and Services. Despite the foregoing
representations and warranties and your duty to give immediate notice of any change thereto, you acknowledge and
agree that Greenspace does not have any oversight of your Treatment Providers or the care you and the Treatment
Providers provide to Patients.
You are required to maintain appropriate insurance coverage to conduct your practice and facilitate the provision of
psychotherapy services to each Patient by Treatment Providers and to use the Services and the Greenspace Platform.
You acknowledge that Greenspace does not maintain insurance coverage to cover the provision of health care or
psychotherapy services by you or your Treatment Providers. It is your sole responsibility to confirm with your
insurance provider whether you are covered for all liabilities potentially arising from the provision of health care
or psychotherapy services to Patients and to use the Services and the Greenspace Platform.
In order to access the Private Portal and certain of the Services you will be required to complete an online
registration form and become a registered user of the Greenspace Platform by creating an account
("Account"). To create an Account, you must be of legal age to form a binding contract. If you are
not of legal age to form a binding contract, you may not register to use the Services.
In consideration for your use of the Greenspace Platform and the Services provided on it, you agree to provide true,
current, complete and accurate information as requested on any registration form to which the Greenspace Platform
may direct you, and to update that registration information as soon as possible after any information on such
registration form changes.
Upon registration, you will choose a username and password. You alone are responsible for keeping that password and
username confidential, and for any and all activity that occurs on the Greenspace Platform under such password or
username. You agree to immediately notify Greenspace of any unauthorized use of your password or username or any
other breach of security. You agree not to give or make available access to your Account to any unauthorized
individual. You will be solely responsible for any disclosure of your username and password or use thereof by any
unauthorized third party. By creating an Account, you expressly consent to the use of: (a) electronic means to
Greenspace cannot and will not be liable for any loss or damage arising from your failure to comply with the above
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 Greenspace Platform or any other Greenspace sites and systems. We may also do so if
or may be used by an unauthorized person(s).
Greenspace agrees not to disclose your, Treatment Providers or Patients' personal information, including PHI
("Personal Information"), stored within the Greenspace system to third parties, except as set forth
harmless in the event Personal Information stored in the Greenspace system is required to be disclosed by law, or is
accidentally or maliciously obtained by a third party. While Greenspace takes measures to back-up the information
stored in Greenspace, you agree to hold Greenspace harmless for any loss of data or Personal Information stored in
the system. You also agree to indemnify and hold harmless Greenspace for any damages you incur by using Greenspace.
As a condition of your continued access to and use of the Greenspace Platform and the Services, you agree to abide
by all applicable federal, state and other laws and regulations and the "Code of Conduct" set forth in the Website
A Patient may submit Personal Information on the Greenspace Platform and authorize you to access to such Personal
Information. Greenspace is a provider of services for the purpose of enabling you, as a health care provider, to use
electronic means solely to access and use Personal Information. Greenspace is not an electronic medical records
(EMR) system and you are solely responsible for maintaining your Patients’ medical records in accordance with
applicable laws, regulations and health regulatory college policies, whether in hard copy or through the use of an
EMR service provider.
You agree to release and indemnify Greenspace from all claims and liability arising out of your failure to have the
Patient confirm the accuracy of their Personal Information or arising out of any omissions or errors in any Personal
Information provided through the Services. You have no rights in the Personal Information maintained by Greenspace
other than as is expressly provided hereunder.
at your own risk.
access to resources, information, and materials which are owned by Greenspace, its subsidiaries or affiliates,
and/or owned by third parties and in the possession of or licensed to Greenspace, and which constitutes valuable
resources, confidential and/or proprietary information, know-how, and trade secrets belonging to Greenspace, 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
Greenspace. You agree that all Proprietary Information shall be used only for the purpose of using the Greenspace
specifically authorized and in conformance with Greenspace’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 Greenspace at such time as you cease using the Services and Website.
We or our third party service providers retain all right, title and interest in and to the Greenspace Platform and
all content that you see or otherwise experience on the Greenspace Platform ("Content"), including
all copyrights, patents, trade secrets, trade-marks and other intellectual property rights. We reserve all rights
any of our Services or Content, including our trade-marks, trade names and logo designs, or those of our third party
service providers. You may not use any of our Content, including names, trade-marks, logo designs or copyrights, in
any manner without our prior written consent. All copies and reproductions of our Content that you make must retain
all copyright and other notices that are on the Greenspace Platform or any of our social media websites.
In the event that you elect to use the Greenspace Platform, you shall pay Greenspace the fees as set out on the
Website for Greenspace's Services and the use of the Website as invoiced by Greenspace. Greenspace may increase such
monthly fee upon thirty (30) days prior notice to you. Payments required of you represent fair market value for your
use of the Services.
You agree to pay all fees and charges for Services within thirty (30) days of your receipt of Greenspace's invoice,
and you authorize us to automatically deduct all applicable charges and fees from your designated Payment Account(s)
as set forth in your Profile.
You agree that all electronic communications that we receive in connection with the Services, such as those
directing us to take an action with respect to your account, that match your Account information or other identity
information you have provided when enrolling in or using the Greenspace Platform, will be deemed valid, authentic
You agree (to the maximum extent permitted by law) to hold harmless Greenspace and its vendors and suppliers and
protect and indemnify Greenspace 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 Greenspace 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 Greenspace.
When you use the Greenspace Platform and our Services you may access intellectual property rights that we or our
Greenspace grants you a limited, non-exclusive, non-transferable and revocable license, without the right to
sublicense, to access and use the Services and to download and print any Content provided by Greenspace solely for
your personal and non-commercial purposes. You may not use, copy, adapt, modify, prepare derivative works based
upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or
Greenspace's express prior written consent. No licenses or rights are granted to you by implication or otherwise
under any intellectual property rights owned or controlled by Greenspace or its licensors, except for the licenses
Your use of the Services and Content is at your sole discretion and risk. The Services and Content, and all
materials, information, products and services included therein, are provided on an "AS IS" and "AS AVAILABLE" basis
without warranties of any kind. 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.
GREENSPACE AND ITS LICENSORS AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR
STATUTORY, RELATING TO THE SERVICES AND CONTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING, OR
COURSE OF PERFORMANCE. GREENSPACE AND ITS LICENSORS AND AFFILIATES MAKE NO WARRANTY THAT THE CONTENT YOU ACCESS ON
OUR WEBSITE OR USING OUR SERVICES SATISFIES THE LAWS AND REGULATIONS REQUIRING THE DISCLOSURE OF INFORMATION FOR
IN ADDITION, GREENSPACE AND ITS LICENSORS AND AFFILIATES DISCLAIM ANY WARRANTIES REGARDING SECURITY, ACCURACY,
RELIABILITY TIMELINESS AND PERFORMANCE OF THE SERVICES OR THAT THE SERVICES WILL BE ERROR FREE OR THAT ANY ERRORS
WILL BE CORRECTED. NO ADVICE OR INFORMATION PROVIDED TO YOU BY GREENSPACE WILL CREATE ANY WARRANTY THAT IS NOT
EXPRESSLY STATED IN THESE TERMS OF SERVICE.
WE MAKE NO REPRESENTATIONS CONCERNING, AND DO NOT GUARANTEE, THE ACCURACY OF THE SERVICES, INCLUDING, BUT NOT
LIMITED TO, ANY INFORMATION PROVIDED THROUGH THE SERVICES OR THEIR APPLICABILITY TO YOUR INDIVIDUAL CIRCUMSTANCES.
OUR SERVICES AND WEBSITE CONTENT ARE DEVELOPED FOR USE IN THE UNITED STATES AND GREENSPACE AND ITS LICENSORS AND
AFFILIATES MAKE NO REPRESENTATION OR WARRANTY CONCERNING THE SERVICES OR WEBSITE CONTENT WHEN THEY ARE USED IN ANY
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, LIABILITY OR CERTAIN
DAMAGES OR LIMITATIONS OF REPRESENTATIONS MADE CONCERNING GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL
OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
You agree to indemnify and hold harmless Greenspace, its affiliates, members, directors, officers, employees,
agents, and licensors from and against any and all losses, expenses, damages, claims, fines, penalties, costs and
liabilities (including reasonable legal and accounting fees), resulting from your (or anyone acting under your
password or username) use of the Greenspace Platform, connection thereto, or any alleged violation by you of these
In particular, you agree to indemnify and hold harmless Greenspace, its affiliates, members, directors, officers,
employees, agents, sponsors, and licensors for any injury, including but not limited to bodily harm or death, to you
or any third party that may result from the use of or reliance on any Content.
If we have to file a lawsuit to collect whatever you owe us, you will pay our reasonable expenses under these Clinic
You acknowledge that Greenspace is not a health care provider, licensed or otherwise. Greenspace cannot and will not
assume responsibility for or control over the care of any Patient, which shall, at all times remain the
responsibility or you and your Treatment Providers. Greenspace will not be responsible for any activity that
involves the practice of medicine or the provision of health care services or social or psychotherapy services. For
greater clarity, Greenspace does not provide any medical treatment, advice or opinions to Patients.
You acknowledge and agree that Greenspace is not responsible for (i) the accuracy, reliability, timeliness, or
completeness of Your Information, Personal Information, other data provided by Patients or Treatment Providers, or
any other data or information provided or received through the Website or the Services, (ii) the results that may be
obtained from the use of the Greenspace Platform or the Services; or (iii) the provision of your services as a
result of your reliance on any Personal Information or other data provided by a Patient or Treatment Provider,
through the Website or the Services. Except as otherwise expressly provided herein, your use of the Services is at
your own risk.
IN NO EVENT SHALL GREENSPACE OR GREENSPACE'S LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL DAMAGES OR LOST PROFITS THAT RESULT FROM OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE,
THE GREENSPACE PLATFORM OR ANY CONTENT, OR SERVICES OBTAINED THROUGH THE WEBSITE, EVEN IF GREENSPACE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IF YOU ARE DISSATISFIED WITH THE WEBSITE, THE CONTENT, THE
SHALL GREENSPACE'S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU FOR SERVICES IN THE LAST 30 DAYS.
The information on the Greenspace Platform may contain typographical errors or other errors or inaccuracies, and may
not be complete or current. Greenspace reserves the right to correct any errors, inaccuracies, or omissions and to
change or update information at any time without prior notice to you. Greenspace will not, however, guarantee that
any such errors, inaccuracies, or omissions will be corrected. Greenspace reserves the right to refuse to fill any
orders or provide Services that are based on inaccurate or erroneous information on the Greenspace Platform,
including, without limitation, incorrect or out-of-date information regarding pricing, payment terms, or for any
other lawful reason.
Greenspace reserves the right at any time and from time to time to modify or discontinue, temporarily or
permanently, the Greenspace Platform (or any part thereof) with or without notice. Further, Greenspace reserves the
without limitation, by checking the date of "Last Update" at the bottom of this document. Continued use of the
Greenspace Platform after any such changes shall constitute your consent to be bound by such changes, with continued
provision of the use of the Greenspace Platform constituting consideration from Greenspace to you for so being
practice of ours in operating the Greenspace Platform or (3) any Content available through the Greenspace Platform,
is to stop visiting and using the Greenspace Platform.
We may, from time to time perform maintenance upon the Greenspace Platform or experience hardware, software or other
problems related to the Greenspace Platform, 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.
You may terminate your Account at any time and for any reason by providing written notice to Greenspace. Upon any
termination by you, your Account will no longer be accessible. Any cancellation request will be handled within 30
days of receipt of such a request by Greenspace. Notwithstanding the foregoing, Greenspace shall retain the
information necessary to enable you to meet your regulated record retention requirements. Upon notification from you
that you have retained the information required to meet your regulated record retention requirements, Greenspace
shall return or destroy all Protected Health Information.
We may suspend or terminate your right to use our Services or the Greenspace Platform at any time, in the event that
prior notice to you. After such termination, Greenspace will have no further obligation to provide the Services,
except to the extent we are obligated to provide you or your Treatment Providers access to Patient health records.
Upon termination of your right to use our Services or the Greenspace Platform or our termination of the Services or
Despite anything to the contrary, all of your covenants, agreements, representations and warranties made in these
Platform and remain in full force and effect.
the United States of America.
of its obligations hereunder, under our sole discretion and without your consent. We may also assign or delegate
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.
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 Greenspace
Agreement shall be governed and enforced pursuant to the laws of the State of New York, without giving effect to its
conflicts of laws provisions, except to the extent New York law is preempted by any provision of federal law,
including HIPAA. The Parties agree that all disputes arising out of or relating to this Agreement will be subject to
mandatory binding arbitration under the rules of Judicial Administration and Arbitration Services
("JAMS") in effect at the time of submission, as modified by this Section 33. The arbitration will
be heard and determined by a single arbitrator selected by mutual agreement of the Parties, or, failing agreement
within thirty (30) days following the date of receipt by the respondent of the claim, by JAMS. Such arbitration will
take place in New York County, New York. The arbitration award so given will be a final and binding determination of
the dispute, and will be fully enforceable in any court of competent jurisdiction. Except in a proceeding to enforce
the results of the arbitration or as otherwise required by law, neither Party nor any arbitrator may disclose the
existence, content or results of any arbitration hereunder without the prior written agreement of both Parties.
statements posted on the Greenspace Platform constitute the entire agreement between you and Greenspace with respect
to the use of the Greenspace Platform, including the Services and the Content.
Services offered by the Greenspace Platform, by posting notices or links to such notices on the Website itself.
You agree that it is the express wish of the parties that this agreement and all related documents be drawn up in
Last Update: May 13, 2021