Provider Terms of Use

Modern Health Provider Terms

Last Updated: April, 2024

IF YOU ARE A PROVIDER HAVING YOUR USUAL RESIDENCE IN A LOCATION OTHER THAN THE UNITED STATES, YOUR USE OF THE SERVICES MAY BE SUBJECT TO THE APPLICABLE COUNTRY ADDENDUM (DEFINED BELOW), WHICH APPLIES IN ADDITION TO THESE PROVIDER TERMS AND HAS PRECEDENCE OVER THESE PROVIDER TERMS IN CASE OF CONFLICT.

IMPORTANT NOTICE: SUBJECT TO THE COUNTRY ADDENDUM, AS APPLICABLE, THESE PROVIDER TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION AND WAIVER OF CLASS ACTIONS AND JURY TRIALS THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS OR CLASS ACTIONS OF ANY KIND.

Modern Life Inc. does business as Modern Health and operates as the management services organization (“ MSO”) to several affiliated professional entities, including Modern Health Arizona P.L.L.C, Modern Health California, P.C, Hopkins Telehealth PLLC, and Modern Health New Jersey, LLC (hereinafter collectively referred to as the “ Professional Entity Affiliates”).

These Provider Terms govern all Providers’ (as defined below) access to and use of the websites, applications, software platforms, and dashboards, including any of the related components, owned or controlled by MSO or its Professional Entity Affiliates (collectively, “ Company”, “ we”, “ our” or “ us“), (collectively, the “ Services”). To access the Services, Providers must at all times agree to and abide by these Provider Terms. These Provider Terms do NOT govern other use of the Services by our Users (as defined below); their use of the Services is governed by the User Terms available at https://www.modernhealth.com/terms-of-use or another equivalent location on our website.

These Provider Terms are a legally binding agreement between you, an independent health care professional, coach, or other provider pursuant to a Provider Agreement (as defined below), or an individual accepting these Provider Terms on behalf of a company that has a valid Provider Agreement in effect (“ you” or, collectively with other providers, “ Providers”) and Company regarding your access to and use of the Services.

PLEASE READ CAREFULLY THE FOLLOWING PROVIDER TERMS. BY REGISTERING FOR AND/OR ACCESSING, BROWSING, USING, SUBSCRIBING TO OR OTHERWISE PROVIDING CARE TO OUR USERS THROUGH THE SERVICES, OR BY CLICKING “I AGREE”, “I CONSENT”, OR OTHERWISE AFFIRMATIVELY MANIFESTING YOUR INTENT TO AGREE AND BE BOUND BY THESE PROVIDER TERMS, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE PROVIDER TERMS...

TABLE OF CONTENTS:

  1. SERVICES

  2. PROVIDER AGREEMENT

  3. LICENSE GRANT TO SERVICES

  4. ELIGIBILITY; TERMINATION

  5. ACCOUNT ACTIVITY RESPONSIBILITY

  6. RESTRICTIONS

  7. TELESERVICES

  8. DISCLAIMER; NO WARRANTIES

  9. THIRD PARTY SERVICES

  10. ADDITIONAL TERMS FOR BETA SERVICES

  11. EXPORT CONTROLS; LOCATION OF SERVICES; COUNTRY-SPECIFIC PROVISIONS

  12. DATA

  13. OWNERSHIP; PROPRIETARY RIGHTS

  14. SECURITY AND PRIVACY

  15. LIMITATION OF LIABILITY

  16. PROVIDER RESPONSIBILITY

  17. GOVERNING LAW; ARBITRATION; CLASS ACTION/JURY TRIAL WAIVER

  18. MISCELLANEOUS

  19. Services. Providers have access to the Services pursuant to, in accordance with, and subject to the terms and conditions of these Provider Terms and the Provider Agreement (as defined below). We reserve the right to modify or discontinue the Services, or any portion, aspect or feature of the Services, at any time, including the right to discontinue the display of any User Data or Provider Data (each as defined below).

  20. Provider Agreement. Your access to and use of the Services is provided to you in conjunction with an agreement in effect between you and Modern Health Arizona P.L.L.C. (a “ Provider Agreement”) for the provision of mental health and wellness provider services as set forth in the Provider Agreement through the Services (“ Provider Services”). If your Provider Agreement expires or is terminated for any reason, your access to and use of the Services will be automatically terminated. In the event of any conflict or inconsistency between these Provider Terms and the Provider Agreement, the Provider Agreement shall control.

  21. License Grant to Services. Subject to the terms and conditions of these Provider Terms and your compliance therewith, Company hereby grants to you a limited, personal, non-exclusive, non-transferable and revocable license to use the Services in the manner contemplated by these Provider Terms and in accordance with the Documentation (as defined below) and the Provider Agreement, solely for the purpose of providing care to individuals as set forth in your Provider Agreement (“ Users”). Providers shall have no right to sub-license or resell the Services or any component thereof.

  22. Eligibility; Termination.
    a. The Services are not available to any Providers suspended or removed from the Services by Company or not then a party to an effective Provider Agreement. By registering for access to and use of the Services, you represent and warrant that (i) you have the legal ability and authority to enter into these Provider Terms with Company and are not prohibited from using the Services by Company or under any applicable law; (ii) the information you have provided to Company in your or your company's Provider registration is accurate and complete; and (iii) you will comply with any and all laws applicable to your use of the Services and the provision of Provider Services.

b. Company may terminate your Provider Account (as defined below) (or any portion, aspect, or feature of the Services) and/or prohibit you from using or accessing the Services (or any portion, aspect, or feature of the Services) for any reason or no reason, at any time in its sole discretion, with or without notice. You agree that Company will not be liable to you, your company, or any third party for such termination. To the extent permitted by law, Company further reserves the right to delete any content or information that you have posted on the Services, for any or no reason, at any time in its sole discretion, with or without notice.

  1. Account Activity Responsibility.
    a. Provider Accounts. In order to use certain aspects of the Services, you will have to create an account (a "Provider Account"). You agree to provide accurate, current, and complete information when creating and using your Provider Account, and further agree to maintain and update your personal information as needed to keep it accurate, current, and complete. If you create a Provider Account, it is for your individual use only; you may not share your Provider Account information with anyone...

  2. Teleservices. Providers may have access to use teleservices, including call-based, video-based, and/or text-based Services to provide the Provider Services, which may include (without limitation) medical referral or emergency call-based Services (collectively, “ Teleservices”). By agreeing to these Provider Terms, Providers acknowledge the potential risks of Teleservices, including, but not limited to, technical failures, as further described in Section 14 (Security and Privacy).

  3. Disclaimers; No Warranties. THE SERVICES AND ANY THIRD-PARTY CONTENT, MATERIALS OR DATA... ARE PROVIDED “AS IS” AND “AS AVAILABLE”...

  4. Third Party Services.
    a. The Services may call the servers of other websites or services solely at the discretion of and as a convenience to Providers or Users and may incorporate third party products or services...
    b. Your use of Third Party Services may be subject to agreements with the third party licensors of such products or services (“ Third Party Terms”)...

...(Condensed for brevity in display)

  1. Governing Law; Arbitration; Class Action/Jury Trial Waiver.
    a. Governing Law. These Provider Terms shall be governed by the internal substantive laws of the State of California...

i. Entire Agreement. These Provider Terms, including the agreements incorporated by reference, constitute the entire agreement between you and Company relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by Company as set forth in these Provider Terms.

Addendum to Modern Health Terms Country-Specific Terms

The following terms may apply to you based on the location of your use of the Services.