Subscription Agreement

This Counseling Bridge Subscription Agreement (“Agreement”) is an agreement between you (“Subscriber”) and Groong, LLC d/b/a Counseling Bridge (“Counseling Bridge”) and governs your access to and use of the Platform.

1. Acceptance of Terms

a) This Agreement is effective when Subscriber agrees by electronically indicating acceptance and continues for so long as Subscriber uses the Platform. A condition of access to and use of the Platform is agreement to certain terms relating to the proprietary nature of the Platform including the Counseling Bridge Acceptable Use Policy at counselingbridge.com/acceptable-use-policy, which is a part of this Agreement and is applicable to Subscriber activities while using the Platform. IF SUBSCRIBER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, SUBSCRIBER MUST NOT ACCESS OR USE THE PLATFORM.
b) If Subscriber is a professional corporation, limited liability company, partnership, or other entity or association, then the parties agree that profiles on the Platform shall be those of individual Practitioners associated with Subscriber. Subscriber is liable for all acts and omissions of such Practitioners. Subscriber shall ensure that all Practitioners comply with the terms of this Agreement and Subscriber agrees that all representations and warranties in this Agreement are and shall remain true and complete as to each Practitioner associated with Subscriber. If any act or omission by a Practitioner would be a breach of this Agreement by Subscriber, then the Subscriber is in breach of this Agreement.
c) Terms of this Agreement may be modified and updated from time to time by Counseling Bridge, in its sole discretion. All such changes are effective immediately upon posting online by Counseling Bridge. Subscriber’s continued use shall be deemed acceptance of agreement with such revised terms. Subscriber is expected to check the Platform regularly for revisions or updates to terms of this Agreement as such terms are binding on Subscriber.

2. Definitions

The following terms when used in this Agreement, shall have the following meanings irrespective of whether usage is singular or plural:

a) “Aggregated Statistics” means data and information related to Subscriber’s use of the Platform that is used in an aggregate and anonymized manner including, without limitation, for Counseling Bridge or industry benchmarking, research studies, reporting, analytics and similar indicators, and to compile statistical and performance information related to the provision, operation and enhancement of the Platform.
b) “Beta Services” means services that are not yet generally available to all providers from Counseling Bridge, which may be described as beta, pilot, limited release, developer preview, non-production or other similar description.
c) “Claim” means a demand, action, proceeding or suit.
d) “Confidential Information” means oral or written information that either party provides to the other that, at time of disclosure, is marked as confidential, delivered with an obligation to protect the information from disclosure or that would reasonably be understood to be confidential under the circumstances including, without limitation, Subscriber pricing, Counseling Bridge Intellectual Property, information designated as confidential in a Third- Party Platform, and excluding information (i) in recipient’s possession, free of any confidentiality obligation; (ii) that is or becomes available to the public through no fault of recipient; or (iii) acquired from a third party that has no restriction on its disclosure.
e) “Counseling Bridge Intellectual Property” means inventions, discoveries and improvements; know-how; technical data; drawings; specifications; process information; documentation; methodologies; algorithms; the Platform and associated database and data including, without limitation, performance data, Feedback, Aggregated Statistics, meta data, indexing and derived data but excluding personally identifiable information regarding an individual; video information and computer software; and all modifications, enhancements and derivatives thereof as well as worldwide common law and statutory rights, Moral Rights and Residuals to the foregoing including, but not limited to, patents, trade secrets, copyrights, service marks and the like.
f) “Counseling Bridge Marks” means trademarks, trade names, service marks and domain names, and any visual representations thereof, including logos, designs, symbols, word marks, images, colors and color combinations, trade dress and characters, and other publicity rights or indicia of Counseling Bridge ownership or brand.
g) “Feedback” means any suggestion or idea for improving, enhancing, or otherwise modifying Counseling Bridge’s Platform.
h) “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191, as amended, including by the Health Information Technology for Economic and Clinical Health Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009, Pub. L. No. 111-5.
i) “Moral Rights” means any and all rights of paternity or integrity of the Counseling Bridge Intellectual Property and the right to object to any modification, translation or use of the Counseling Bridge Intellectual Property and any similar rights existing under the judicial or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or referred to as a moral right.
j) “Platform” means the proprietary software system provided to Subscriber by Counseling Bridge under the terms of this Agreement.
k) “Practitioner” means a duly licensed professional employed by, contracted with, or otherwise under an arrangement with Subscriber. The term “Practitioner” includes, but is not limited to, the sole member of a professional corporation or other entity.
l) “Residuals” means information in intangible form, retained in the unaided memory of persons employed or retained by a party who has had access to or worked with the other party’s Confidential Information.
m) “Subscriber” means the mental health provider who is a party to this Agreement and who desires to have a profile on the Platform as a potential provider for Users of Counseling Bridge.
n) “Subscription Fee” means, except for Beta Services provided at no cost, the annual or monthly amount due for the subscription to access and use the Platform.
o) “Subscriber Marks” means trademarks, trade names, service marks and domain names, and any visual representations thereof, including logos, designs, symbols, word marks, images, colors and color combinations, trade dress and characters, and other publicity rights or indicia of Subscriber ownership or brand.
p) “Taxes” means taxes, levies, duties, and similar governmental assessments of any nature, including any sales, use, value-added, excise, gross receipts, or similar taxes, and any taxes imposed on the provision of services, other than taxes based on Counseling Bridge net income
q) “Third-Party Platform” means third-party websites, applications, platform or resources that contain different terms that additionally govern access to or use of the Platform.
r) “User” is an individual, other than Subscriber, who visits the Platform.

3. Platform Usage

a) Until this Agreement is terminated or except during a period of suspension by Counseling Bridge and subject to the terms of this Agreement, Counseling Bridge hereby grants to Subscriber a non-exclusive, non-transferable right to access and use the Platform solely as necessary to submit and maintain the Subscriber profile and participation in Platform features applicable to providers. Upon the effective date of termination of this Agreement, authorization provided to Subscriber including, without limitation, relating to Confidential Information, Counseling Bridge Marks, grant of access to and use of the Platform, and use of Counseling Bridge Intellectual Property is likewise terminated.
b) The Platform allows Subscriber to submit a profile that may be made available to Platform Users either in response to concerns submitted or generally for review as a User navigates the Platform. The parties agree that any decision by a User to contact Subscriber is independent of the Platform and the Platform does not provide referrals, inducements, or recommendations of any particular provider to a User.
c) Subscriber shall have complete control over services offered by Subscriber and associated pricing. Counseling Bridge does not control, participate in, offer or manage any Subscriber business or services and is not a party to any agreement between Subscriber and any User. Counseling Bridge shall not be liable for failure of a User to comply with such agreement or any other act or omission of a User.
d) Subscriber agrees that all use of the Platform shall be for its legitimate internal business purposes and that such business purposes exclude sending, distributing or contributing information of a User or any other Counseling Bridge subscriber to a third party that does not have a bona fide need to know the information. Additionally, Subscriber shall not use the Platform, directly or indirectly, in any manner that competes with Counseling Bridge during the term of this Agreement or at any time in the future.
e) Subscriber hereby authorizes Counseling Bridge to use all Subscriber Marks provided to Counseling Bridge as related to operation and provision of the Platform and to promote the fact that Subscriber is a provider listed on the Platform.
f) Subscriber hereby authorizes Counseling Bridge to access, use, process, copy, distribute, perform, export and display application, profile, and other information submitted by Subscriber
a) to operate, evaluate, calibrate, and improve the Platform and methodologies used for Platform output; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted by this Agreement; and (d) otherwise as expressly permitted in writing by Subscriber.

g) From time to time, Counseling Bridge may invite Subscriber to try Beta Services. Subscriber may accept or decline any such trial use in its sole discretion. Beta Services are provided for evaluation purposes and not for production use. Beta Services are not supported, may contain bugs or errors, and may be subject to additional terms. BETA SERVICES ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY AND COUNSELING BRIDGE SHALL HAVE NO LIABILITY IN CONNECTION WITH SUBSCRIBER PARTICIPATION IN BETA SERVICES. Counseling Bridge may discontinue, and may never reinstate, Beta Services at any time, in its sole discretion.

4. Fees and Payment.

a) Subscriber agrees to pay the Subscription Fee as described in the Platform. The Fee is billed in advance on a monthly or annual basis (as applicable) and is non-cancelable and non-refundable. Fees are exclusive of all Taxes. The Subscription Fee does not entitle Subscriber to receive any referral, recommendation, preference, or endorsement by Counseling Bridge. Beta Services are offered for no fee and a lower Subscription Fee may be offered to providers after participation in Beta Services for a certain period of time, subject to mutual written agreement.
b) Subscriber authorizes Counseling Bridge (and its third-party payment processor) to charge the payment method on file, including any credit card, for Subscription Fees due under this Agreement (monthly or annually, as applicable) and for any merchant discount, interchange, processing, or similar fees charged by the Counseling Bridge payment processor or acquiring bank. Subscriber agrees that any rejection of payment or similar issue with the payment processor is not the responsibility of Counseling Bridge. Subscriber represents and warrants that Subscriber is authorized to use the payment method on file and shall maintain current, complete, and accurate billing and contact information.
c) If a Subscription Fee is not paid timely, Counseling Bridge shall be entitled to interest on the unpaid balance from the day on which the Fee is due until date of payment. Both parties agree that the rate of interest on an overdue Fee shall be the greater of 1.5 percent per month or the highest percentage allowed by applicable law.

5. Counseling Bridge Obligations

In addition to other obligations set forth herein, Counseling Bridge agrees to:

a) Forward any User complaint or request regarding Subscriber services received by Counseling Bridge, to Subscriber for response to such complaint or request. Counseling Bridge has no further responsibility and no liability with respect to such User complaints or requests.
b) Cooperate with federal and state audits required by applicable law and Subscriber requests for information necessary to satisfy a legal or regulatory requirement; provided, however, Counseling Bridge shall have no obligation to disclose its Confidential Information without an appropriate non-disclosure agreement executed by the party receiving the Confidential Information.
c) Comply with laws and regulations applicable to its performance hereunder.

6. Subscriber Representations and Agreements

Subscriber represents and warrants:

a) that Subscriber hold a current, valid professional license as a mental health professional in good standing in each state in which mental health services may be provided to Users and warrants that all such licenses shall be maintained throughout the term of this Agreement. Subscriber further agrees to certify that applicable licenses are in force upon request of Counseling Bridge.
b) that Subscriber is not and shall not be excluded, suspended, or debarred from any federal or state healthcare program and is not listed on the HHS-OIG exclusion list.
c) that (i) the information in the Subscriber profile and provided in the sign-up process is and shall remain accurate and shall not, at any point, be misleading; (ii) Subscriber shall immediately notify Counseling Bridge of any material change to the profile or information provided in the sign-up process, e.g., change of licensure or changes of accepted insurers; and (iii) Subscriber is authorized to provide all materials included in the profile or otherwise shared with the Platform.
d) at its sole cost and expense, that Subscriber has and shall maintain insurance coverage of an appropriate type and in amounts reasonably required to conduct business in its industry, including professional liability coverage in amounts of at least $1,000,000 per occurrence and $3,000,000 in the aggregate. Subscriber agrees to provide evidence of such insurance upon request of Counseling Bridge. Failure to provide such evidence upon request may result in suspension or termination of this Agreement by Counseling Bridge.
e) that if Subscriber participates in the BridgeBid or similar Platform feature in which a particular rate is agreed upon between Subscriber and a User, Subscriber warrants that the rate quoted to a Platform User will be honored. Subscriber agrees that Counseling Bridge is external to Subscriber’s relationship with Users and Counseling Bridge shall not be liable for any act or omission of a User.

7. Subscriber Obligations

In addition to other obligations set forth herein, Subscriber agrees to:

a) Access and use the Platform pursuant to the terms herein including, without limitation, intellectual property and confidentiality obligations. Subscriber shall not share Platform access credentials. Subscriber shall be liable for use, access, and all acts and omissions that occur under Subscriber access credentials for the Platform. Subscriber further agrees not to share User pricing or rate information with other subscribers.
b) Comply with laws, regulations, and professional obligations applicable to use of the Platform and provision of mental health services to any User including but not limited to information submitted or shared by Subscriber, anti-discrimination laws, HIPAA, ethical obligations, and advertising practices.
c) Give Counseling Bridge immediate written notice if Subscriber’s license, or the license of an associated Practitioner, is suspended, terminated, or if Subscriber or an associated Practitioner becomes subject to an investigation by a licensing or regulatory authority, or other governmental entity.
d) Maintain data security and data privacy safeguards in compliance with applicable law and regulations and sufficient to protect User personal data and Counseling Bridge Confidential Information from unauthorized access, use, modification, theft, or data leakage. Subscriber shall provide written notice to Counseling Bridge as soon as is reasonably practicable if Subscriber reasonably believes there has been unauthorized access to or use of the Platform or if Subscriber suffers a data security or privacy breach and it is possible that the Platform could be impacted by such breach. Subscriber agrees to cooperate with Counseling Bridge in investigating any of the foregoing events and provide ongoing reports with available details and mitigation and remediation plans and activities to Counseling Bridge. The parties agree that the reports may be subject to the terms of a separate non-disclosure agreement.
e) In connection with information related to a data security or privacy breach suffered by Counseling Bridge, with potential impact to Subscriber data, Subscriber agrees to cooperate with Counseling Bridge and keep information about the breach provided by Counseling Bridge confidential.
f) To screen and assess any User, to the extent necessary in Subscriber’s sole discretion as a mental health professional, prior to providing mental health services. Subscriber acknowledges and agrees that the Platform does not verify accuracy, veracity, or completeness of information submitted by a User and collection of fees from a User or insurer is the sole responsibility of Subscriber.
g) Allow Counseling Bridge, upon reasonable prior notice and during normal business hours, to audit Subscriber’s compliance with obligations under this Agreement. The audit right shall not include access to User information protected by privilege.

8. Intellectual Property

a) As between the parties, all Counseling Bridge Intellectual Property is owned by Counseling Bridge. Counseling Bridge reserves all rights not expressly granted to You in this Agreement. Except for the limited access and usage rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to owned or licensed Counseling Bridge Intellectual Property. Likewise, nothing in this Agreement transfers a right of ownership to any Third-Party Platform or any component thereof.
b) Subscriber shall not sell, lease, license or sublicense the Platform and shall not directly or indirectly access or use the Platform to reverse engineer, decompile, copy, reproduce, disassemble, modify, adapt, alter, create derivative works of the Platform or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; use the Platform for development of or to gather information for a competing or potentially competing product or service or for any similar purpose. Likewise, Subscriber shall not, directly or indirectly, make available or permit access to or use of the Platform by any third party other than employees with a need to know in order to perform job duties provided any such employee is bound by written agreement or professional obligation to comply with Subscriber obligations herein.
c) Subscriber shall not remove, modify or obscure any Counseling Bridge Marks, wherever located, or use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other right of any person, or that violates any applicable law. Subscriber shall not issue or make any public announcement or other publicity regarding Counseling Bridge or the Platform without the prior written consent of Counseling Bridge except that Subscriber may publicly post or state that Subscriber has a profile on or is listed on the Platform.
d) Subscriber shall not use the Platform to engage, directly or indirectly, in any fraudulent, illegal or unauthorized use or activity; interfere or attempt to interfere with performance or functionality of the Platform; introduce or transmit to the Platform any malware, trap door, back door or similar security risk or access the Platform by any means or manner other than as specified by Counseling Bridge.
e) Counseling Bridge has an absolute unrestricted right to use, profit from, disclose, publish, keep secret, or otherwise exploit or use Aggregated Statistics and Feedback without further action and without compensating or giving attribution to Subscriber.
f) If rights associated with Counseling Bridge Intellectual Property are violated, Counseling Bridge may suffer irreparable harm and obtain an injunction against such violation in addition to other remedies herein or otherwise available to it, none of which are waived. Subscriber agrees to cooperate with such injunction and other efforts by Counseling Bridge to stop the violation.

9. Confidentiality

a) Each party acknowledges and agrees that: (a) Confidential Information may constitute valuable trade secrets of the party owning such Confidential Information; (b) it will use Confidential Information solely in accordance with its performance of this Agreement or related agreements; and (c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party’s prior written consent.
b) Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party’s Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care.
c) Notwithstanding the above, Confidential Information of one party may be disclosed by the other party in response to a judicial or administrative order or subpoena provided notice of such order or subpoena is promptly provided to the party owning the Confidential Information and the party receiving the order or subpoena cooperates with efforts to prevent or limit disclosure.
d) The foregoing obligations shall continue for each item of Confidential Information until such item fits within one of the exceptions to the Confidential Information definition set forth herein or the longest period of protection permitted by applicable law, whichever is shorter.
e) Upon the effective date of termination of this Agreement or when requested by Counseling Bridge, Subscriber shall destroy or return (at Counseling Bridge’s choice) Counseling Bridge Confidential Information. Upon request by Counseling Bridge, Subscriber shall provide a written certification to Counseling Bridge certifying the Confidential Information has been destroyed in an irretrievable manner or that the information returned to Counseling Bridge is all the Confidential Information held by Subscriber and that Subscriber has not retained a copy of the Confidential Information.

10. Indemnity

a) Counseling Bridge will defend and indemnify Subscriber against a third-party Claim and resulting costs and damages finally awarded against Subscriber to such third party by a court of competent jurisdiction or agreed to in settlement, arising from alleged infringement of the third-party’s intellectual property rights as a result of Subscriber’s use of the Platform provided Counseling Bridge receives prompt notice of such Claim and is allowed sole control and defense of the Claim. Notwithstanding Counseling Bridge’s indemnity obligation, Counseling Bridge shall have no such obligation when such Claim is related to any of the following: (i) Subscriber’s combination of the Platform with other products or services not provided by Counseling Bridge; (ii) use of the Platform in violation of the terms of this Agreement or instructions and policies of Counseling Bridge; (iii) customizations made by Counseling Bridge at the instruction of Subscriber; (iv) Subscriber or User information and data; (v) Subscriber’s willful, knowing or deliberate infringement of a third-party’s right or (vi) a breach of this Agreement including without limitation use of the Platform to produce other materials, products or services.
b) Subscriber will defend and indemnify Counseling Bridge against a third-party Claim and resulting costs arising from or related to (i) mental health or other services provided by Subscriber; (ii) breach of this Agreement by Subscriber; (iii) any representation or warranty made that is or becomes untrue; (iv) a violation of law, regulation, or professional obligation; or (v) Subscriber’s failure to prevent the unauthorized access to or use of the Platform or Counseling Bridge Confidential Information or unauthorized access, use, modification, theft, or data leakage of any User personal data.
c) In connection with the foregoing indemnification obligations, the parties agree to furnish prompt written notice to each other of any Claim. The parties will reasonably cooperate with each other and in defense of the Claim. The indemnifying party will not settle a Claim without the written consent of the party being defended, which consent will not be unreasonably withheld or delayed, except that no consent will be required to settle a Claim where there is no admission of wrongdoing by the indemnified party and relief against the indemnified party is limited to monetary damages that are paid by the defending party.
d) If the Platform or a component thereof is held to be infringing, Counseling Bridge may, in its sole discretion, (i) replace the infringing portion with a non-infringing equivalent; (ii) obtain a license or other permission from the third party to continue use of the infringing portion or (iii) terminate the portion of Platform unusable as a result of the infringement. Any remedy provided under this section is Subscriber’s sole and exclusive remedy.

11. Warranty Disclaimers and Liability

a) Any links in the Platform to resources or sites provided by a Third-Party Platform are provided for convenience. Access to and use of any such resources or sites is at Subscriber’s own risk. Subscriber may be subject to additional terms and obligations by a Third-Party Platform. Counseling Bridge has no control over such third parties, resources or sites and shall not be liable for any loss, damage or other consequence that may arise from use of them.
b) THE PLATFORM IS PROVIDED TO SUBSCRIBER ON AN “AS-IS” “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. COUNSELING BRIDGE EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM OR THAT INFORMATION OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR- FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED OR THAT THE PLATFORM WILL BE FREE OF HARMFUL COMPONENTS. PERFORMANCE BY COUNSELING BRIDGE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COUNSELING BRIDGE IS NOT RESPONSIBLE FOR DELAY, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS INCLUDING INTERNET CONGESTION, VIRUSES, MALWARE, DENIAL OF SERVICE, OR SIMILAR ATTACKS OR HARMFUL COMPONENTS. COUNSELING BRIDGE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. COUNSELING BRIDGE ALSO DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY BASED ON COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION IS NOT INTENDED TO AFFECT A WARRANTY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
c) COUNSELING BRIDGE DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT USE OF THE PLATFORM IS CONSISTENT WITH ANY RULES OF PROFESSIONAL CONDUCT. SUBSCRIBER IS RESPONSIBLE TO EXERCISE THEIR OWN PROFESSIONAL JUDGEMENT AND IS NOT ENTITLED TO RELY ON INFORMATION RECEIVED IN CONNECTION WITH USE OF THE PLATFORM. LIKEWISE, COUNSELING BRIDGE HAS NO LIABILITY FOR ANY DISPUTE INVOLVING SUBSCRIBER AND A USER.
d) TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF COUNSELING BRIDGE HAS BEEN APPRAISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY OR OTHERWISE, IN NO EVENT WILL COUNSELING BRIDGE BE LIABLE FOR (I) DAMAGES FOR LOSS OF PROFIT OR REVENUE, LOST OR CORRUPTED DATA, SUBSTITUTE PRODUCTS OR SERVICES, LOSS OF GOODWILL OR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR (II) ANY AMOUNT OF DAMAGES IN EXCESS OF $1,000.00.
e) NOTWITHSTANDING ANY LIMITATION OF LIABILITY IN THIS AGREEMENT, SUCH LIMITATION OF LIABILITY DOES NOT APPLY TO WILLFUL MISCONDUCT, GROSS NEGLIGENCE, AND OTHER OBLIGATIONS, THE LIMITATION OF WHICH IS PROHIBITED BY APPLICABLE LAW.

12. Force Majeure

Counseling Bridge shall be temporarily excused from performance to the extent delayed as a result of unforeseen causes beyond its reasonable control including fire or other similar casualty, act of God, natural disaster, act of civil or military authorities, strike or labor dispute, pandemic, epidemic or disease, war or other violence, or any law, order or requirement of any governmental agency or authority. Counseling Bridge shall use commercially reasonable efforts to continue performance to the extent possible during such event and resume full performance as soon as reasonably practicable. Non-performance as a result of a force majeure event shall not be deemed a material breach of this Agreement.

13. Suspension

a) Counseling Bridge may suspend Subscriber access or usage of the Platform, in whole or in part, upon advance written notice if Subscriber is in violation of this Agreement and the violation is not resolved immediately.
b) Counseling Bridge may suspend Subscriber access or usage of the Platform, in whole or in part, without advance notice if (i) Subscriber fails to reasonably cooperate with investigation of suspected breaches of this Agreement or a suspected or actual data security or privacy breach; (ii) such access or usage is related to a threat against or attack on Counseling Bridge Intellectual Property, systems, or environment, Counseling Bridge’s reputation, or operation of the Platform; (iii) Subscriber materially violates this Agreement; or (iv) obligated by court order or as otherwise required by law.
c) Suspension may include restriction of access to data stored on or transmitted or processed through the Platform. Counseling Bridge shall not be liable to Subscriber or any third party for any damages resulting from such suspension. Suspension by Counseling Bridge under this section shall not preclude Counseling Bridge from pursuing any available legal or equitable remedies.

14. Termination

a) This Agreement may be terminated, in whole or in part, (i) by mutual written agreement of the parties; (ii) by either party, upon providing at least sixty (60) days’ prior written notice; (iii) after a material breach of this Agreement remains uncured after the cure period or (iv) by Counseling Bridge as set forth below. Any profile and other information regarding Subscriber on the Platform will be removed as of the effective date of any termination and Subscriber shall have no further access to or use of the Platform. Counseling Bridge’s right to suspend Subscriber does not limit the right to termination under this Section.
b) Except as provided in subsection c) below, if a party believes the other party has materially breached this Agreement, such party shall provide written notice to the other party of the material breach, describing the breach with specificity sufficient to determine actions to cure the breach and allow a thirty (30) day cure period. The non-breaching party may, in its discretion, extend the cure period if the breaching party is making sufficient progress toward cure.
c) Counseling Bridge may terminate this Agreement, in whole or in part, immediately if (i) the Platform is used in a manner detrimental to Users, as determined in Counseling Bridge’s sole discretion, e.g., Subscriber does not honor a services rate quoted to a User or does not adequately protect User personal data; (ii) Subscriber or an associated Practitioner is suspended, no longer licensed to provide mental health services in any state included in the Subscriber profile, or is under investigation by an applicable licensing or regulatory authority or other governmental entity; (iii) any representation or warranty made by Subscriber is or becomes untrue; or (iv) a breach of this Agreement threatens Counseling Bridge Intellectual Property or Counseling Bridge systems, environments, reputation, or operation of the Platform, as determined in Counseling Bridge’s sole discretion.
d) Termination by Counseling Bridge under this section shall not preclude Counseling Bridge from pursuing any available legal or equitable remedies.

15. Notice

All notices, approvals or requests allowed or required hereunder shall be in writing and provided to the other party using the contact information located in the Platform. Notice information shall be updated in the Platform as necessary. Notwithstanding any other provision of this Agreement, confidentiality and data security or privacy breach notices shall not be delivered solely via e-mail. Notice shall be deemed delivered upon receipt or upon refusal of the intended party to accept receipt of the notice.

16. Miscellaneous

a) This Agreement (including terms incorporated herein) contains the entire agreement of the parties regarding access to and use of the Platform and supersedes any prior oral or written understandings or agreements pertaining to the same subject matter. Any conflict between this Agreement and another contract document between the parties shall be resolved by giving priority in the following order of precedence: (i) this Agreement and (ii) other mutually agreed contract documents. The headings used in this Agreement are for convenience only and do not constitute terms of this Agreement.
b) Any provision of mental health services to a User is independent of this Agreement and nothing in this Agreement shall in any respect whatsoever create any rights on behalf of a User. The parties agree there are no third-party beneficiaries to this Agreement including but not limited to any individual Practitioner who is associated with Subscriber.
c) This Agreement is a non-exclusive agreement and each party is free to enter into similar agreements with others. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment, or fiduciary relationship between the parties. Neither party has authority of any kind to bind the other party in any respect whatsoever, and the relationship of the parties is, and at all times shall continue to be, that of independent contractors.
d) Subscriber shall not assign, delegate or transfer this Agreement or Subscriber’s rights or obligations hereunder, in whole or part, whether voluntarily, by operation of law, or otherwise without the prior written consent of Counseling Bridge. Notwithstanding the foregoing, this Agreement may be assigned to an acquiring or successor entity, that is not a Counseling Bridge competitor, in connection with a merger, consolidation or sale of all or substantially all of the assets of Subscriber. In any such case, Subscriber shall provide written notice to Counseling Bridge and shall cause such assignee entity to expressly in writing assume all obligations and liabilities of the Subscriber as fully as if it had been an original party to this Agreement. Any attempted assignment or transfer by Subscriber other than in accordance with this section shall be null and void. Counseling Bridge may without restriction assign, delegate or transfer this Agreement and any rights or obligations hereunder, at its sole discretion, with written notice to Subscriber. Determination of whether an acquiring or successor entity is a Counseling Bridge competitor shall be determined in Counseling Bridge’s sole discretion.
e) ANY CLAIM OR CAUSE OF ACTION BY SUBSCRIBER ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CLAIM OF CAUSE OF ACTION IS PERMANENTLY BARRED.
f) Failure or delay by Counseling Bridge at any time to enforce a provision of, or exercise a right under, this Agreement shall not be construed as a waiver of any such provision unless expressly agreed to as such in a mutually executed writing. Such failure or delay to enforce or exercise shall not affect the validity of this Agreement, or any part thereof, or the right of Counseling Bridge to enforce any provision of, or exercise any right under, this Agreement at any time in accordance with its terms. Likewise, a waiver of a breach of any provision of this Agreement shall not affect or waive a subsequent breach of the same provision or a breach of any other provision in this Agreement.
g) If any provision of this Agreement, or the application of any term or condition to any party or circumstances, is held invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
h) This Agreement shall be governed by and construed in accordance with the internal laws of the state of Oklahoma, without reference to conflict of law principles. Sole and exclusive jurisdiction for any dispute or Claim related to or arising under this Agreement shall be in state or federal courts located in Oklahoma County, Oklahoma. Subscriber agrees to such exclusive jurisdiction and waives any claim of inconvenient forum.
i) Rights and obligations which by their nature should survive including, without limitation, this Section 16 and Sections 2, 4, 7 d) and e) and g), 8, 9, 10, 11, and 15 remain in effect after termination of this Agreement.

Version 1·Effective October 3, 2026