) govern your access and use of the public website (the
) and the private portal which requires registration to be accessed (the
, and together with the Website, the
) 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 (
) 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.
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
legal obligations as a regulated professional. If you are unable to comply with your obligations under these Provider
"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.
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.
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 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.
Your access to and use of the Greenspace Platform and the Services is conditional on your ongoing compliance
to access the Greenspace Platform or use the Services for any purpose. Additional terms and conditions
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.
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, 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.
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.
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 the care you provide to Patients.
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.
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
Greenspace cannot and will not be liable for any loss or damage arising from your failure to comply with the
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
being used or may be used by an unauthorized person(s).
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.
of the Business Associate shall prevail.
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
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.
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"
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.
used at your own risk.
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
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.
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
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.
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.
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.
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
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.
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
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
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
WEBSITE. IN NO EVENT 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
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
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
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
Despite anything to the contrary, all of your covenants, agreements, representations and warranties made in
Greenspace Platform and remain in full force and effect.
within the United States of America.
and to delegate any of its obligations hereunder, under our sole discretion and without your consent. We may
independent contractors or other third parties.
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 Platform.
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.
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.
to the Services offered by the Greenspace Platform, by posting notices or links to such notices on the Website
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
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").
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 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:
The following terms shall have the following meaning when used in this Agreement:
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.
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
Attention: Chief Privacy Officer
The parties hereto shall be deemed to have executed this Agreement at the date and time you select Accept below.