Review Agreements

Terms of Use
Business Associate Agreement

These terms of use (the "Provider Terms of Use" ) govern your access and use of the public website (the "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 regulated professional ( "Treatment Provider" ) who is permitted to provide psychotherapy services and who opens an account on the Greenspace Platform. 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 opens an account on the Greenspace Platform. Please read these Provider Terms of Use carefully. These Provider Terms of 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 regulated professional; and (ii) acceptance of these Provider Terms of Use. The obligations set forth in these Provider Terms of Use are in addition to, and not in lieu of, your professional and legal obligations as a regulated professional. If you are unable to comply with your obligations under these Provider Terms of Use and your professional and legal obligations, you may not use the Greenspace Platform and its Services.

Documents Incorporated by Reference

These Provider Terms of Use incorporate by reference the following documents, which shall be construed as forming part of these Provider Terms of Use.

Website Terms of Use
Website Privacy Policy
Business Associate Agreement

Definitions

"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;

Patients

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.

No Partnership, Joint Venture or Employment Relationship

Nothing in these Provider Terms of Use or Greenspace’s relationship with you shall constitute or be construed to 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 regulated professional 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.

Services

The Greenspace Platform includes, without limitation, the following services (collectively, the "Services"):

the facilitation or the delivery of assessments to Patients, as solely provided by you, the Treatment Provider;
the display of the results of such assessments to You and your Patient(s);
the facilitation or the delivery of an intake questionnaire to Patients;
the recording and storage of progress notes and documents;
the facilitation of communication and collaboration between You and other health care providers for the benefit of your Patients; and
the provision of other information about Greenspace and our products and services through the Greenspace Platform.

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 PROVIDE TO PATIENTS. Each Treatment Provider is an independent practitioner who is solely responsible for any health care services or social or psychotherapy services provided to Patients, 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.

Applicability of These Provider Terms of Use

Your access to and use of the Greenspace Platform and the Services is conditional on your ongoing compliance with these Provider Terms of Use. By becoming a registered user and/or accessing and/or using the Greenspace Platform and Services, you agree to be bound by these Provider Terms of Use and all applicable laws and regulations governing the Services. If you do not agree with these Provider Terms of Use, you are not authorized to access the Greenspace Platform or use the Services for any purpose. Additional terms and conditions applicable to specific areas of the Greenspace Platform, together with the Provider Terms of Use, govern your use of those areas. If you do not agree with any of these additional terms and conditions, you are not authorized to access or use those areas of the Greenspace Platform.

Medical Advice

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.

Diagnosis

The Greenspace Platform and the Services do not constitute a medical device, clinical decision support system, or other diagnostic tool. If permitted, you are responsible for making your 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.

Assessments

Greenspace is not responsible for the quality or effectiveness of the assessments provided by the Greenspace Platform. You are responsible for selecting the appropriate assessments for your Patients.

Eligibility Requirements

By using the Greenspace Platform and the Services, you represent and warrant that:

You have the legal capacity and authority to agree to the terms and conditions of these Provider Terms of Use;
All registration information you submit (including but not limited to your licensure information) is accurate and truthful and you will maintain the accuracy of such information;
You are, and will be at any time that you use the Greenspace Platform and Services, permitted to provide psychotherapy services, a member and in good standing with the regulatory college or licensing board of your jurisdiction, and shall meet all other legal requirements to provide psychotherapy services to Patients in the state(s) in or from which you provide such services;
There are no pending investigations, actions or other proceedings, in any jurisdiction, against you, or against any health profession corporation of which you are a shareholder, in which claims are made that you have made errors or omissions or that otherwise relate to, or arise from the performance of, your duties as a regulated professional;
No judgments have been rendered against you, in any court of competent jurisdiction or arbitral tribunal in any jurisdiction in any proceeding related to, or arising from, the performance of your duties as a regulated professional;
There are no pending or actual referrals, inquiries, complaints or investigations against you, before your regulatory college or licensing board or any other medical governing body;
No committee or body of any medical governing body having similar authority nor any court has ever made a finding of professional misconduct or incompetence against you, nor revoked or suspended your certificate of registration or licence to provide mental health care services or social or psychotherapy services or the certificate of authorization of any health profession corporation of which you are shareholder;
You have no criminal record for which a pardon or expungement order has not been granted and you are not under any criminal investigation, proceeding or charge in any jurisdiction;
Your use of the Greenspace Platform and Services does not violate any applicable law or regulation; and

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 the care you provide to Patients.

Liability Insurance or Equivalent Coverage

You are required to maintain appropriate insurance coverage to conduct your practice and provide psychotherapy services to each Patient 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. 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.

Registration and Passwords

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 complete these Provider Terms of Use and to provide you with any notices given pursuant to these Provider Terms of Use; and (b) electronic records to store information related to these Provider Terms of Use or your use of the Services. Greenspace cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

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 we reasonably believe you are in breach of these Provider Terms of Use or your Account has been or may be being used or may be used by an unauthorized person(s).

Business Associate Agreement

If you are a covered entity (as that term is defined by HIPAA), you agree to be bound by the Business Associate Agreement and is incorporated herein by reference. Notwithstanding the foregoing, if you work for a clinic, agency or hospital that has provided you with access to the Greenspace Platform, you shall be subject to the Business Associate Agreement entered into between Greenspace and the applicable clinic, agency or hospital.

In the event of a conflict between these Provider Terms of Use and the Business Associate Agreement, the terms of the Business Associate shall prevail.

Disclosure of Personal Information

Greenspace agrees not to disclose your or Patients’ personal information or data, including PHI (collectively, "Personal Information"), stored within the Greenspace system to third parties, except as set forth in these Provider Terms of Use, the Website Privacy Policy or the Patient Privacy Policy. However, you agree to hold Greenspace 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.

Responsibilities

(a) You will obtain all necessary consents from your patients, and that your patients have agreed to the collection of their Personal Information (including PHI) through the Greenspace Platform.
You will complete such non-clinical training regarding the Services and the Greenspace Platform as may be required by Greenspace;
You will complete an online profile ("Profile") describing yourself in such form and having such content as Greenspace may determine and communicate to you from time-to-time.
You will at all times use the Greenspace Platform and the Services in accordance with all applicable federal, state laws and local 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 college or licensing board having jurisdiction over you;
You represent and warrant that you will maintain the confidentiality of Personal Information (as defined in Section 13 above) and shall only use Personal Information as permitted in these Provider Terms of Use and consistent with state and federal privacy laws.
It is your sole responsibility to ensure that the contact and licensure information in your Profile is current and accurate. This contact information includes, but is not limited to, name, address, phone numbers, e-mail addresses, types of licensure and license information. Changes to your contact information can be made in your Account. You will promptly update and notify Greenspace of any change in this information. You are solely responsible for any liability or expense resulting from outdated or inaccurate information; and
You agree that Greenspace may contact you via email regarding these Provider Terms of Use or with respect to your participation on the Greenspace Platform.

Conduct

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 Terms of Use. Specifically, in addition, without limiting the foregoing, you agree not to:

upload, post, email or otherwise transmit any Content (as defined in Section 19 below) to which you do not have the lawful right to copy, transmit and display (including any Content that would violate any confidentiality or fiduciary obligations that you might have with respect to the Content);
use the Services to collect or store personal data about other users without their express permission;
knowingly include or use any false or inaccurate information in any profile;
circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content;
attempt to probe, scan or test the vulnerability of any Greenspace system or network or breach or impair or circumvent any security or authentication measures protecting the Services;
attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Services;
use the Services in any way that competes with Greenspace, including, without limitation, misrepresenting one’s identity or posing as a current or prospective patient in order to solicit or recruit Treatment Providers, directly or indirectly; or
encourage or instruct any other person or entity to do any of the foregoing.

Obligations with Respect to Patient Personal Information

A Patient may submit Personal Information on the Greenspace Platform and authorize you to access 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 or licensing board 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.

You covenant that all use of Personal Information will not conflict with the Website Privacy Policy or the Patient Privacy Policy and the Greenspace Platform is to be used at your own risk.

Proprietary Information

You acknowledge that in the course of performing services or work under these Provider Terms of Use, you may be given 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 using the Greenspace Platform under these Provider Terms of Use and shall not be produced, copied, in whole or in part, except as 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 the Greenspace Platform.

Intellectual Property Rights

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 not expressly granted in these Provider Terms of Use. These Provider Terms of Use do not grant or imply any rights to 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 sites.

Service Fees

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 authorize us to automatically deduct all applicable charges and fees from your designated Payment Account(s) as set forth in your Profile.

Electronic Communications

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 and binding.

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.

Your License to Use the Services

When you use the Greenspace Platform and our Services you may access intellectual property rights that we or our licensors own or license. Subject to your compliance with the terms and conditions of these Provider Terms of Use, 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 otherwise exploit the Services or Content, except as expressly permitted in these Provider Terms of Use, without 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 and rights expressly granted in these Provider Terms of Use.

Disclaimer

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 PRESCRIPTION DRUGS.

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 OTHER COUNTRY.

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.

Indemnification

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 Provider Terms of Use, including, without limitation, the Code of Conduct (as set out in the Website Terms of Use).

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 Provider Terms of Use, including arbitration fees, attorneys' fees and court costs.

Limitation of Liability

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 your responsibility. 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 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 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, through the Site 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 SERVICES OR THE PROVIDER TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE. IN NO EVENT SHALL GREENSPACE’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU FOR SERVICES IN THE LAST 30 DAYS.

Errors and Inaccuracies.

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.

Changes and Interruptions in Service

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 right to change these Provider Terms of Use at any time and to notify you by posting an updated version of the Provider Terms of Use on this Website. You are responsible for regularly reviewing the Provider Terms of Use, including, 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 bound. Your only right with respect to any dissatisfaction with (1) these Provider Terms of Use (2) any policy or 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.

Termination

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 you breach these Provider Terms of Use, for any reason, or for no reason at all, in our sole discretion, and without 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 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 Greenspace Platform, all licenses and other rights granted to you by these Provider Terms of Use will immediately terminate.

Despite anything to the contrary, all of your covenants, agreements, representations and warranties made in these Provider Terms of Use will survive the termination, suspension or cancellation of your access to the Greenspace Platform and remain in full force and effect.

Area of Service

Unless otherwise agreed by Greenspace, the Services described in these Provider Terms of Use are solely offered within the United States of America.

Assignment

These Provider Terms of User are personal to you and you may not assign these Provider Terms of Use or your rights to the Services to any other party. We expressly reserve the right to assign these Provider Terms of Use 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 these Provider Terms of Use 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 Greenspace Platform.

Applicable Laws

The construction, interpretation and performance of these Provider Terms of Use and all transactions under this 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.

If any provision of the present Provider Terms of Use shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Provider Terms of Use and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use and any and all other legal notices or 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.

Notice

Notices to you may be made via email or regular mail, or in cases of changes to these Provider Terms of Use or to the 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 English.

If you have any questions or comments regarding these Provider Terms of Use please contact us at support@greenspacehealth.com

Last Update: May 13, 2021

THIS BUSINESS ASSOCIATE AGREEMENT (this "Agreement"), effective as of the date and time you select Accept below (the "Effective Date"), is by and between you ("Covered Entity"), and GREENSPACE MENTAL HEALTH, LTD. ("Business Associate").

RECITALS:

WHEREAS, Business Associate has entered into an agreement with Covered Entity for the purposes of performing certain services for Covered Entity (the terms and conditions of such agreement between the parties hereinafter referred to as the "Terms of Use");

WHEREAS, pursuant to the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996 (the "Act") and the "Health Information Technology for Economic and Clinical Health Act," part of the "American Recovery and Reinvestment Act of 2009" ("HITECH Act"), the Department of Health and Human Services ("HHS") has promulgated regulations at 45 C.F.R. Parts 160-64, including regulations implementing certain privacy requirements (the "Privacy Rule"), certain security requirements regarding electronic media ("Security Rule") and certain breach notification requirements ("Breach Notification Rule"), each as amended from time to time (the Act, HITECH Act, the Privacy Rule, the Security Rule and the Breach Notification Rule referred to collectively herein as "HIPAA");

WHEREAS, Business Associate may receive, maintain, retain, record, store, transmit, hold, use and/or disclose Protected Health Information (as defined below) in conjunction with the services being provided under the Terms of Use, thus necessitating a written agreement that meets applicable requirements of the Privacy Rule and the Security Rule, and making advisable certain additional agreements regarding HIPAA; and

WHEREAS, Business Associate and Covered Entity desire to satisfy the foregoing Privacy Rule and Security Rule requirements through this Agreement, and otherwise to address related matters regarding HIPAA on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual agreements and undertakings of the parties, and for other good and valuable consideration the sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

Definitions:

The following terms shall have the following meaning when used in this Agreement:

"Breach" shall have the same meaning as the term "breach" in 45 C.F.R. § 164.402.
"Designated Record Set" shall have the same meaning as the term "designated record set" in 45 C.F.R. § 164.501.
"Electronic Protected Health Information" shall mean Protected Health Information that is "electronic protected health information" as defined in 45 C.F.R. § 160.103.
"Individual" shall have the same meaning as the term "individual" in 45 C.F.R. §160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. §164.502(g).
"Protected Health Information" shall have the same meaning as the term "protected health information" in 45 C.F.R. § 160.103, except limited to the information received from Covered Entity, or created, maintained or received on behalf of Covered Entity.
"Unsecured Protected Health Information" shall mean Protected Health Information that is "unsecured protected health information" as defined in 45 C.F.R. § 164.402.
"Required By Law" shall have the same meaning as the term "required by law" in 45 C.F.R. § 164.103.
"Secretary" shall mean the Secretary of HHS or the designee of the Secretary of HHS.
"Subcontractor" shall have the same meaning as the term "subcontractor" in 45 C.F.R. §160.103, except limited to any such individual or entity who creates, receives, maintains, or transmits Protected Health Information on behalf of Business Associate.

Any capitalized term not specifically defined herein shall have the same meaning as is set forth in 45 C.F.R. Parts 160 and 164, where applicable. The terms "use," "disclose" and "discovery," or derivations thereof, although not capitalized, shall also have the same meanings set forth in HIPAA.

Obligations and Activities of Business Associate:

Business Associate agrees to not use or disclose Protected Health Information other than as permitted or required by this Agreement or as Required By Law.
Business Associate agrees to use appropriate safeguards and comply, where applicable, with Subpart C of 45 C.F.R. Part 164 with respect to Electronic Protected Health Information, to prevent use or disclosure of the Protected Health Information other than as provided for by this Agreement.
Business Associate agrees to report to the Covered Entity any use or disclosure of Protected Health Information not provided for by this Agreement, including, without limitation, Breaches of Unsecured Protected Health Information as required at 45 C.F.R. 164.410, and any Security Incident of which it becomes aware. The parties acknowledge and agree that this Section 2(c) constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence of attempted but unsuccessful Security Incidents for which no additional notice to Covered Entity shall be required. Unsuccessful Security Incidents shall include, but not be limited to, pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful log-on attempts, denials of service and any combination of the above, so long as such incidents do not result, to the extent Business Associate is aware, in unauthorized access, use or disclosure of Electronic Protected Health Information.
In accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, Business Associate agrees to ensure that any Subcontractors that create, receive, maintain, or transmit Protected Health Information on behalf of Business Associate agree in writing to the same restrictions, conditions, and requirements that apply to Business Associate under this Agreement with respect to such Protected Health Information.
Business Associate agrees to make available Protected Health Information in a Designated Record Set to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.524.
Business Associate agrees to make any amendment(s) to Protected Health Information in a Designated Record Set as directed or agreed to by the Covered Entity pursuant to 45 C.F.R. § 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.526.
Business Associate agrees to maintain and make available the information required to provide an accounting of disclosures to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.528.
To the extent that Business Associate is to carry out one or more of Covered Entity’s obligations under Subpart E of 45 C.F.R. Part 164, Business Associate agrees to comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligations.
Business Associate agrees to make its internal practices, books, and records available to the Secretary for purposes of determining compliance with HIPAA.

Permitted Uses and Disclosures by Business Associate:

Business Associate may only use or disclose Protected Health Information as necessary to perform the Terms of Use. In addition, Business Associate is authorized to use Protected Health Information to de-identify the Protected Health Information in accordance with 45 C.F.R. 164.514(a)-(c).
Business Associate may use or disclose Protected Health Information as Required By Law.
Business Associate agrees to make uses and disclosures and requests for Protected Health Information consistent with Covered Entity’s minimum necessary policies and procedures.
Business Associate may not use or disclose Protected Health Information in a manner that would violate Subpart E of 45 C.F.R. Part 164 if done by Covered Entity, except for the specific uses and disclosures set forth in subsections (e), (f) and (g), below.
Business Associate may use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.
Business Associate may disclose Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided the disclosures are Required By Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as Required By Law or for the purposes for which it was disclosed to the person, and the person notified Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
Business Associate may provide Data Aggregation services relating to the Health Care Operations of Covered Entity.

Obligations of Covered Entity:

Covered Entity shall notify Business Associate of any limitation(s) in the notice of privacy practices of Covered Entity under 45 C.F.R. 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of Protected Health Information.
Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an Individual to use or disclose his or her Protected Health Information, to the extent that such changes may affect Business Associate’s use or disclosure of Protected Health Information.
Covered Entity shall notify Business Associate of any restriction on the use or disclosure of Protected Health Information that Covered Entity has agreed to or is required to abide by under 45 C.F.R. 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of Protected Health Information.
Except with respect to uses and disclosures by Business Associate of Protected Health Information under Sections 3(e), 3(f) and 3(g), above, Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 C.F.R. Part 164 if done by Covered Entity

Term and Termination:

Term. The Term of this Agreement shall commence as of the Effective Date and shall terminate upon the termination of the Terms of Use or on the date Covered Entity terminates this Agreement for cause as authorized in subsection (b) of this Section 5, whichever is sooner.
Termination for Cause. Business Associate authorizes termination of this Agreement by Covered Entity upon written notice to Business Associate if Covered Entity determines Business Associate has violated a material term of this Agreement and Business Associate has not cured the breach or ended the violation within thirty (30) days of Covered Entity providing written notice thereof to Business Associate.
Obligations of Business Associate Upon Termination. Upon termination of this Agreement for any reason, Business Associate shall:

Retain only that Protected Health Information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities;
Continue to use appropriate safeguards and comply with Subpart C of 45 C.F.R. Part 164 with respect to Electronic Protected Health Information to prevent use or disclosure of the Protected Health Information, other than as provided for in this Section, for as long as Business Associate retains Protected Health Information;
Not use or disclose Protected Health Information retained by Business Associate other than for the purposes for which such Protected Health Information was retained and subject to the same conditions set out at Section 3 (e) and (f), above, which applied prior to termination; and
Return to Covered Entity, or, if agreed to by Covered Entity, destroy Protected Health Information retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration, to carry out its legal responsibilities, or to fulfill its obligations under the Terms of Use.

Survival. The obligations of Business Associate under this Section 5 shall survive the termination of this Agreement.

Miscellaneous:

Regulatory References. A reference in this Agreement to a section in the Privacy Rule, the Security Rule, or to another provision of HIPAA means the provision as in effect or as amended.
Amendment. The parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for the Covered Entity to comply with the requirements of the HIPAA and any other applicable law.
Interpretation. Any ambiguity in this Agreement shall be resolved to permit compliance with HIPAA.
Governing Law and Disputes. The construction, interpretation and performance of this Agreement and all transactions under this 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 6(d). 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.
No Third Party Beneficiary. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective successors or assigns of the parties, any rights, remedies, obligations, or liabilities whatsoever.
Controlling Provisions. In the event that it is impossible to comply with both the Terms of Use and this Agreement, the provisions of this Agreement shall control with respect to those provisions of each agreement that expressly conflict. This Agreement shall supersede and replace any prior business associate agreements between the parties, with respect to any actions of Business Associate after the Effective Date.
Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors, assigns, heirs, executors, administrators and other legal representatives; provided, however, that if you are employed by or furnish services on behalf of an entity that has entered in to a business associate agreement with Business Associate, the terms of that agreement shall supersede this Agreement.
Severability. In the event any provision of this Agreement is rendered invalid or unenforceable under any new or existing law or regulation, or declared null and void by any court of competent jurisdiction, the remainder of the provisions of this Agreement shall remain in full force and effect if it reasonably can be given effect.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Notices. Any notice, consent, request or other communication required or permitted under this Agreement shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, or (iii) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices shall be addressed as follows:
If to the Covered Entity, to the address or email address provided when creating Greenspace account.

If to Business Associate:

Greenspace Mental Health, Ltd.
1 Adelaide St. E., Suite 530
Toronto, ON
M5C 2V9
Attention: Chief Privacy Officer
Email: support@greenspacehealth.com

The parties hereto shall be deemed to have executed this Agreement at the date and time you select Accept below.

I have read and accept the Terms of Use and Business Associate Agreement*

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