LARKR THERAPIST ONBOARD AND USE AGREEMENT

1. ACCEPTANCE OF TERMS. WELCOME TO LARKR!  LARKR is a mobile telepsychology and curated provider platform (“Platform”) that connects therapists who have been accepted to participate on the Platform (“Therapist” or “you”) to other registered users of the Platform seeking mental health services (“Members”) in the form of therapy sessions via a mobile device (“Session(s)”).  In order to be part of the LARKR Platform as a Therapist, you must agree to the terms of this Therapist Onboard and Use Agreement (“Agreement”) and the LARKR privacy policy (“Privacy Policy”), and this Agreement incorporates the Privacy Policy by reference.  By using the Platform, you agree to be bound by the terms of this Agreement and Privacy Policy.  Use of the Platform is also conditioned on your compliance with your professional obligations (both regulatory and ethical) as a licensed professional. If you believe you are unable comply with obligations of this Agreement as well as your professional obligations, do not use the Platform. Material changes to this Agreement will be communicated to you through your Platform account, and continued use of the Platform will constitute your acceptance to such updated terms.  IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH LARKR ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

2. ONBOARDING.  Before you are accepted to participate on the Platform, you first must pass background screening, as determined by LARKR in its sole discretion.  The screening process may consist of a personal phone call with a member from the LARKR team, who will ask you a series of questions relating to your qualifications, and/or an online form that requests personal information about yourself (collectively “Therapist Data”). You agree to accurately and truthfully answer all questions during the screening process, which may be fact checked by the LARKR team.  LARKR reserves the right to deny you access to the Platform in its sole discretion. In the event LARKR discovers, at any point in time, that you have falsified any Therapist Data during your onboarding process, or any Therapist Data is outdated or inaccurate, LARKR may terminate your use of the Platform.  All Therapist Data obtained during the onboarding process will be subject to this Agreement and our Privacy Policy.  You agree to participate in any subsequent screening, as may be requested by LARKR from time to time in its sole discretion.  In the event you do not pass any part of LARKR’s screening, then this Agreement shall terminate and you shall not have any right to access the Platform.

3. ETHICAL & REGULATORY COMPLIANCE.  The LARKR Platform acts solely as an intermediary Platform to connect Therapists with Members of the Platform, and LARKR is not responsible in any way for ensuring that you comply with applicable federal and state laws, rules and regulations, including professional, ethical and regulatory rules. You agree to comply with all applicable laws, rules and regulations and to assure that your activities on the LARKR Platform adhere to the ethical and regulatory requirements of your jurisdiction, including without limitation your state licensing boards and its regulations, opinions and guidelines as relevant. You are responsible for maintaining your professional license and agree to immediately report to LARKR any changes in your licensing. LARKR only allows licensed Therapists, who have also been accepted by LARKR, to use the Platform within the boundaries of their competence, based on their education, training, supervised experience, state and national professional credentials, and appropriate professional experience.  You are responsible for any claims, liability or expenses that arise out of your breach of this section, as further provided in section 15 below.

4. INSURANCE.   You are responsible for maintaining your own professional liability insurance for your practice that is adequate for and covers your Sessions provided via the Platform and that meets your insurance requirements for your state licensure(s).

5.  PROFILE.  As a Therapist on the Platform, LARKR may make certain Therapist Data available to other Members on the Platform, including (i) your photograph; and (ii) Therapist licensing data and general practice information. Again, it is your responsibility to ensure that all Therapist Data is accurate and up to date and that you have the right to disclose it to LARKR and you shall immediately update your Therapist Data through your LARKR account if there are any changes to your Therapist Data or notify LARKR if such changes cannot be made through your account.  You agree to keep your LARKR username and password confidential to prevent unauthorized access to your account and to prevent unauthorized use of the Platform. If you believe the security of your username or password has been stolen, hacked or misused in any way please contact LARKR by emailing contact@larkr.com immediately. You may not authorize others to use your account, including another therapist or Member, and you may not assign or otherwise transfer your account to any other person or entity. You are solely responsible for any claims, liabilities or expenses that arise from outdated or inaccurate Therapist Data or disclosure of your log-on information or use thereof by any unauthorized party.

6.  SCHEDULING SESSIONS.  Sessions are conducted through the Platform via a HIPAA compliant e-communication video, instant message and voice software.  You must have good connectivity to the Internet in order to conduct Sessions. As a Therapist on the Platform, you agree that LARKR may, but is not required to, match you with a Member who has requested a Session, based on your qualifications and availability, as provided in your Therapist Data, and based on feedback by other Members. You agree to be available on the Platform during your available times as provided in your Platform account.  In the event you cannot meet your available times, you must notify any Members who you have a scheduled appointment with of your unavailability as soon as possible.

7.  SESSION RULES.  You agree to comply with applicable ethical and regulatory requirements of your jurisdiction where you are licensed to practice, including any applicable disclosures.  You agree to abide by all LARKR policies governing access to and use of Platform as they may be updated from time to time and communicated to you by the Platform.

8.  SESSION RECORDS.   You must input notes via the Platform relating to your Sessions with Members (“Therapist Session Notes”), and failure to do so will be cause for immediate termination of this Agreement. Therapists who treat the same Member will have access to your Therapist Session Notes relating to that particular Member.  You will have access to any data relating to a Member’s history on LARKR once you accept to have a Session with such Member, including Therapist Session Notes from other therapists, and any notes that may have been inputted by the Member relating to any LARKR Session (“Member Session Notes”).  You agree to keep Therapist Session Notes and Member Session notes confidential as provided by applicable rules, law and regulations, including professional, regulatory and ethical requirements.

9.   FEES. You will receive a set fee per completed Session, depending on the type and length of the Session, as communicated to you via the Platform (“Fee”). Fees may change from time to time to adjust to market demand and competition.  Fees are made available in your LARKR account within 24 hours after the completed Session and you may withdraw Fees from your LARKR account to a Paypal account associated with your LARKR account up to twice per month.  In the event a Session is not completed due to your acts or conditions within your control, such as access to proper Internet reception, then you forfeit the right to any Fees for that incomplete Session.  You also forfeit any Fees in the event of a breach of this Agreement by you.

10. CONFIDENTIALITY AND SECURITY.  LARKR agrees to keep your Therapist Data and Therapist Session Notes confidential except as provided in this Agreement and Privacy Policy.   You agree to keep your Therapist Session Notes confidential in accordance with professional, ethical and regulatory rules and regulations. Use of the Platform may include access to confidential resources, information, technology and materials, which are owned by or licensed to LARKR, including its subsidiaries or affiliates or its Members, (“Confidential Information”), including without limitation the terms of this Agreement and any personal information relating to Members and Member Session Notes (“Member Data”). You hereby agree to hold the Confidential Information in strict confidence and in compliance with any professional ethical or regulatory requirements, and not to disclose it or otherwise make it available to any person or third party without the prior written consent of LARKR. You agree not to use the confidential Member Data in any way outside of the Platform, including without limitation to contact the Member outside of the Platform or to create another service or platform. You shall return or destroy all such Confidential Information, together with any copies in any form, to LARKR upon termination of this Agreement or at LARKR’s request, provided that you may retain one copy of any Confidential Information you are required to save pursuant to applicable law.  You agree that LARKR may disclose your information in the event such disclosure is required by a court order or other legal requirement, or in the event of a medical emergency. LARKR uses state of the art security measures to guard against unauthorized disclosure or access to the Platform, but LARKR does not guarantee or warrant that LARKR will be free of viruses or hacking and you are responsible for backing up your data and maintaining any Session Notes as required by professional, ethical and regulatory rules.

11.  PLATFORM OWNERSHIP, AVAILABILITY & RESTRICTIONS.  The Platform, including its content and underlying software, is proprietary to, and a valuable trade secret of, LARKR. LARKR grants you a limited non­exclusive, nontransferable license to use the Platform only for the purposes set forth in this Agreement. Except as expressly provided for herein, nothing in this Agreement shall convey any other right or license by implication, estoppel, or otherwise in any rights of LARKR or its licensors.  You agree not to copy any portion of Platform, including by screen save, or otherwise reverse engineer, decompile or disassemble the Platform or any portion of it. You agree to only use the Platform in compliance with this Agreement and all applicable law, rules and regulations. LARKR reserves the right to modify, temporarily or permanently, the Platform and reserves the right at any time to terminate the current version of the Platform or prior versions of the Platform and/or limit future access to new versions and updates.  We may, from time to time perform maintenance upon the Platform or experience hardware, software or other problems related to the Platform, resulting in interrupted service, delays or errors in the Platform. We will attempt to provide prior notice of such interruptions, delays or errors but cannot guarantee that such notice will be provided.

12. TERM & TERMINATION.  You may terminate this Agreement at any time in compliance with all applicable professional, ethical and regulatory requirements, and you agree to give LARKR as much notice as possible, but in no event less than 14 days’ notice. Once you terminate your use of the Platform, your Members will be referred to other LARKR therapists for continuation of service.  You agree that Member personal information, including contact information, is strictly confidential and you shall not use such information in any way, including to contact any Members outside of the Platform, unless in accordance with applicable professional, ethical or regulatory requirements. LARKR may deny you access to the Platform at any time for any reason at the sole discretion of LARKR, including in the event you breach the terms of this Agreement.

13. DISCLAIMER OF WARRANTIES. ACCESS TO THE PLATFORM IS PROVIDED “AS IS” AND LARKR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WHILE LARKR MAKES EVERY EFFORT TO PROVIDE ACCURATE INFORMATION IN CONNECTION WITH THE PLATFORM, LARKR MAKES NO WARRANTY THAT (i) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-­FREE, (ii) ANY INFORMATION CONTAINED ON, RESULTS THAT MAY BE OBTAINED FROM THE USE OF, OR OTHER ASPECT OF THE PLATFORM WILL BE ACCURATE, CURRENT, COMPLETE OR RELIABLE, OR (iii) THE PLATFORM COMPLIES WITH ANY PROFESSIONAL, ETHICAL OR REGULATORY RULES OR REQUIREMENTS.

14. LIMITATION OF LIABILITY.  YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, LARKR, NOR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR CONTRACTORS, SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, LOST REVENUE, COST OF REPLACEMENT GOODS OR SERVICES ARISING OUT OF YOUR ACCESS TO OR USE OF PLATFORM, LOSSES FROM THE INABILITY TO ACCESS OR USE THE PLATFORM, OR NON-COMPLIANCE WITH FEDERAL OR STATE PROFESSIONAL, ETHICAL OR REGULATORY RULES OR REQUIREMENTS, WHETHER CAUSED BY LARKR OR THIRD PARTIES. IN  NO  EVENT  SHALL  LARKR’S TOTAL LIABILITY TO YOU EXCEED THE AMOUNT PAID TO YOU BY LARKR IN THE 30 DAYS IMMEDIATELY PRECEDING THE CLAIM.

15. INDEMNIFICATION.  You agree to defend, indemnify, and hold harmless LARKR and where applicable, its past and present shareholders, members, parent companies, partners, Members, therapists, consultants, affiliates, contractors, subsidiaries, successors, predecessors, assigns, officers, directors, managers, employees, attorneys, agents, and all third parties working with LARKR, from and against any and all losses, claims, controversies, causes of action, demands, torts, damages, costs, attorney’s fees and liabilities of any kind actually or allegedly related to or arising out of, (i) any breach of this Agreement; (ii) any professional malpractice or other breach of duty by you in the course of your communications with Members or provision of services to any Member; (iii) any breach of applicable rules, laws or regulations, including professional, ethical or regulatory rules and requirements; or (iv) any complaint by any third party regarding you as a Therapist.

16. ARBITRATION/NO CLASS ACTION. Any controversy or claim asserted by you or LARKR, arising out of or relating to this Agreement, or the breach hereof, shall be resolved by binding arbitration before one arbitrator in accordance with the then applicable rules of the American Arbitration Association (Commercial Rules) in San Mateo County, California and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The arbitrator shall apply the laws of the State of California (without regard to its rules regarding conflicts of laws) in connection with any dispute arising under this Agreement. Any claim arising from this Agreement or the Platform offered herewith shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party. In the event of any arbitration or litigation arising out of or relating to this Agreement, the prevailing party in such action shall be entitled to recover all costs and fees associated therewith including, without limitation, attorneys’ fees.

17. ASSIGNMENT. Member may not assign or otherwise transfer its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the respective heirs, successors and valid assigns of the parties.

18. NO WAIVER. No waiver is effective unless in writing signed by the waiving party.

19. FORCE MAJEURE. LARKR shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to a force majeure event or other circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, labor disturbance, interruption of or delay in transportation, unavailability of third party services, failure of third party software or inability to obtain raw materials, supplies or power used in or equipment needed for provision of the Platform.

20. SEVERABILITY. If any part of this Agreement is determined to be illegal and/or unenforceable, all other parts shall be given effect separately and not be affected.

21. RELATIONSHIP. The LARKR Platform acts solely as an intermediary Platform to connect Therapists with Members of the Platform, and nothing contained in this Agreement shall be construed to constitute the parties as agents, partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.

22. ENTIRE AGREEMENT. This Agreement, including the Privacy Policy, is the entire Agreement between you and LARKR and supersedes all prior written and unwritten agreements and understandings between the parties pertaining to the matters covered in this Agreement. No obligations, agreement or understanding shall be implied from any course of dealing, or otherwise.

23. CONTACT.  If you need to contact LARKR for any assistance relating to this Agreement or the Platform, please email contact@larkr.com.