Journey Psychotherapist Terms of Service

This Journey Psychotherapist Terms of Service (this “Agreement”) shall be entered into as of the date of agreement by and between Journey Clinical, Inc. (“Journey”, “us”, or “we”) and (“Member” or “you”).  By joining as a member of Journey’s network of mental health therapy practitioners, and each time you use our services, you hereby agree to be bound by the following Member terms and conditions (“Member Terms” or “Terms”) and our Privacy Policy.

1. Background and Purpose; Services

Journey provides its Member certified mental health professionals with ability to be part of its network and obtain access to its suite of services (the “Service” or the “Services”). The services include:

Access to Journey Clinical online portal

Ability to connect with Medical Doctors, Nurse Practitioners and similar professionals.

Ability to connect with potential clients.

Ability to access training and professional development resources.

Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion, subject to the applicable requirements of the Services Agreement between Journey and your practice.

Journey Members are interested in the opportunity to provide ketamine-assisted therapy, defined as use by psychotherapy patients of medically-prescribed ketamine taken sublingually while simultaneously engaged in psychotherapy, (“KAP”) to their clients. Through the Services, we provide a platform that will enable you to interact with medical doctors, nurse practitioners and/or other eligible prescribers (“Prescribers”) who specialize in ketamine therapy, for the purpose of potentially jointly treating your clients. In addition, the platform may also connect you with potential clients who are interested in KAP. Ketamine may only be prescribed by a Prescriber. Therefore, a Member must work with a Prescriber for clients interested in KAP. Our network connects Members with Prescribers, but the decision of a Prescriber and Member to work together with any particular client is solely within the discretion of the Prescriber, Member and the client. Clients must be screened by the Prescriber directly as to the appropriateness of ketamine therapy. Journey’s Services solely connect you with Prescriber(s) but beyond that Journey cannot provide any guarantees as to your ability to enable your clients to obtain applicable prescriptions. Journey cannot make any medical or treatment decisions or guarantees. There is no guarantee that you will be able to work with a Prescriber. Prescribers’ decision to prescribe ketamine to any particular patient is in the Prescriber’s sole and absolute discretion. Journey cannot guarantee any level of business from any client or from the Service. Scheduling, billing, payment and collection for your services is your responsibility; Journey does not bill clients for your services. Journey may provide tools for you to perform any of the foregoing, however all such actions and outcomes are your responsibility.

During the period you are a Member and for a period of one (1) year thereafter, you will not directly or indirectly solicit the services of any Journey employee or contractor for your own benefit or the benefit of any other person or entity.

By using the Services, you agree that you are not an employee of Journey and that Journey is not required to provide you with workers' compensation, unemployment insurance or disability benefits, medical malpractice insurance, minimum wage or overtime pay, or any other employee wages or benefits. We reserve the right, but are not obligated, to perform a background check, either ourselves or through third party service providers, in determining whether to grant you access to the Services as a Member. If Journey requests that you execute a consent for a background check, and you refuse to do so, we may immediately cease provision of the Services to you.

2. Policy Adherence and Consents

You understand and agree that adherence to Journey’s policies and procedures, including but not limited to the [Psychotherapist Provider Guide] and any other policies and procedures which may apply to you, is necessary in order to participate in Journey’s network and receive the Services.  We may modify the [Psychotherapist Provider Guide] and other Journey policies and procedures at any time, in our sole discretion. If we do so, we will let you know by posting the modified policies in our online Member portal, or we may send updated policies to you via email. If you do not agree to be bound by any modifications to Journey’s policies, then you may not use the Services any longer and this Agreement shall terminate. 

You also acknowledge and agree that your execution of the Representations and Covenants agreement, as such may be updated from time to time, is necessary to participate in Journey’s network and to use the Services.  Failure to execute the Representations and Covenants agreement, or any modified version of the Representations and Covenants agreement presented to you in the future by Journey, will result in the immediate termination of this Agreement.

3. Eligibility and Registration

You may only use the Services if you are 18 years of age and older, a licensed mental health professional in the jurisdiction(s) in which you provide clinical services, and if you have valid certifications, as applicable, and professional liability insurance. 

As part of the registration process, you will be requested to answer questions, and you may need to speak to a representative of Journey. In addition, you will need to submit a valid photo ID, evidence of your certifications, and proof of valid and current malpractice insurance (if not submitted on your behalf by your employer). We may also require you to name additional insured(s) on your insurance policy to use the Service. 

4. NO REFERRAL SERVICE

Journey is not a referral service and Journey does not receive fees from Prescribers or Members for connecting them, as applicable, with patients or clients. The Service and Journey’s online portal(s) and platform(s) DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, PROFESSIONAL, PSYCHOTHERAPY, COUNSELING, MEDICAL OR HEALTH ADVICE OR OPINION OF ANY KIND AND THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL OR MEDICAL ADVICE, OPINION, DIAGNOSIS OR TREATMENT OF ANY KIND. THE INFORMATION MADE AVAILABLE ON OR THROUGH THE SERVICES SHOULD NOT BE RELIED UPON WHEN MAKING MEDICAL DECISIONS, OR TO DIAGNOSE OR TREAT A MEDICAL OR HEALTH CONDITION. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT OR THERAPIST-CLIENT RELATIONSHIP BETWEEN JOURNEY AND ANY PERSONS. YOUR THERAPIST-CLIENT RELATIONSHIP IS BETWEEN YOU AND YOUR CLIENT ONLY.

5. Content within the Platform

From time to time we may collect feedback, issue surveys, and request input from Members via the Service. In addition, clients may be allowed to rate and submit feedback regarding their Members. Journey may use the data in an anonymized fashion to communicate back such feedback to Members as necessary to ensure that clients receive the best experience possible. In addition, if a Member receives poor feedback, Journey may terminate the Member’s access to the Service.

Members agree not to post, upload, publish, submit or transmit any content on the Service or through the Service that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give Journey exposure to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.

6. Third Party Services

If Journey provides links to outside resources and services, Journey is doing so only as a convenience and not as an endorsement or statement of the accuracy of any third party websites, resources and services. It is the Member’s responsibility to ensure that any third party resources used in the Member’s work are accurate.

7. Privacy Policy and HIPAA Compliance

As a condition of using the Services, you agree to comply with our privacy policy, located on our website, www.journeyclinical.com, which may be updated from time to time.  If your practice is regulated as a covered entity under the Health Insurance Portability and Accountability Act of 1996, and its implementing regulations, all as amended (collectively, “HIPAA”), you will comply with all applicable HIPAA requirements related to your use of the Services.

8. Term and Termination

This Agreement will commence on the date executed by you, as set forth below.  This Agreement shall continue for a period of one (1) month and shall automatically renew for additional one (1) month terms (collectively, the “Term”) unless otherwise terminated as provided for herein.  Journey may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you, including immediately for any violation of a Journey policy or for any breach of a consent or representation made to Journey. You may cancel your Member Account at any time on thirty (30) days written notice by sending an email to us or sending a message through your Member portal, once activated.  This Agreement shall automatically terminate upon the termination or expiration of the Services Agreement between Journey and your practice entity.

9. Assumption of Risk and Indemnity

YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE SERVICES AND ALL RISK RELATED TO KAP. JOURNEY MAKES NO CLAIMS OR ASSURANCES AS TO THE EFFICACY, DESIRABILITY OR APPROPRIATENESS OF KETAMINE IN THERAPY FOR ANY PERSON OR ANY OF YOUR CLIENTS. YOUR DECISION TO ENGAGE IN KAP FOR ANY CLIENT IS YOUR DECISION ALONE. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY JOURNEY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS, AFFILIATED ENTITIES AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO OR USE OF THE SERVICES OR ANY CONTENT CONTAINED THEREON.

You will defend, indemnify and hold Journey harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from: (a) your breach of this Agreement; (b) your use of the Services; (c) your alleged violation of any statute, ordinance, or regulation; or (d) any action by a third party or a recipient of your therapy against Journey that is based on (i) your provision of services; or (ii) any of your acts or omissions that results in personal injury, emotional distress, death, or tangible or intangible property damage (including loss of use).

10. Limitation of Liability

NEITHER JOURNEY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR ANY CONTENT RELATED THERETO WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT JOURNEY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

JOURNEY EXPRESSLY DISCLAIMS LIABILITY FOR ANY MEDICAL, LEGAL AND ANY OTHER MALPRACTICE DAMAGE CLAIMS OR AWARDS, PAIN AND SUFFERING, PERSONAL INJURY/WRONGFUL DEATH, LOSS OF INCOME, LOSS OF CONSORTIUM, MEDICAL BILLS, OR ANY OTHER LOSS BY ANY CLIENT OR MEMBER ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES.

IN NO EVENT WILL JOURNEY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOUR PRACTICE HAS PAID TO JOURNEY.

THE ASSUMPTION OF RISK AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN JOURNEY AND YOU.

11. Confidential Information

For purposes of this Agreement, "Confidential Information" means and will include any information, materials or knowledge regarding Journey and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to you or to which you have access in connection with the Services. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of you; (b) was rightfully in your possession at the time of disclosure, without restriction as to use or disclosure; or (c) you rightfully receive from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. You agree to hold all Confidential Information in strict confidence and not to disclose it to others. You further agree to take all actions reasonably necessary to protect the confidentiality of all Confidential Information.

12. Dispute Resolution

A. Agreement to Arbitrate

You and Journey agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action"). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Southern District of New York and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You agree that you and Journey are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Journey otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

B. Arbitration Rules

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

C. Arbitration Location

Unless you and Journey otherwise agree, the arbitration will be conducted in New York City, New York.

D. Arbitrator's Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Journey will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.‍

E. Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. 

13. General Terms

You agree that in you are an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between you and Journey. You will determine, in your sole discretion, the manner and means by which your psychotherapy services are conducted, subject to the requirement that you will at all times comply with applicable law and this Agreement.

This Agreement constitutes the entire and exclusive understanding and agreement between Journey and you regarding the Services, and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements between Journey and you regarding the Services. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

You may not assign or transfer this Agreement, by operation of law or otherwise, without Journey’s prior written consent. Journey may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Journey under this Agreement will be given by Journey via email to the email address you provide upon registration. The date of receipt will be deemed the date on which such notice is transmitted.

Journey’s failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Journey. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

14. Contact Information

If you have any questions about this Agreement or the Services, please contact Journey at info@journey.clinic.