Provider Terms of Service
Kite Labs Inc. (“we”, “us”, “our”, “Moodshare”, the “Company”) owns and operates an online platform through which counseling, consulting, professional advice and any other information are provided (collectively, the “Provider Services”). Provider Services are administered and accessible to Users via websites, mobile applications, and other means (collectively, the “Platform”). The Company includes its affiliated companies and the shareholders, directors, officers, employees, consultants, contractors, subcontractors, agents, advisors, assignees and successors.
The following are the terms of service (the “Provider Agreement”) for the access and use of the Platform. A Provider (“you” or “your”) is any counselor, consultant, practitioner, professional, expert, coach, therapist, advisor, or any other person who registers to provide Provider Services, through the use of the Platform, to any other person or persons (the “User” or “Users”). The Platform through its applications and websites, may be provided or be accessible via multiple websites, devices, operating systems, and other means, whether owned and/or operated by us or by third parties, including, without limitation, the website Moodshare.com.
By accessing or using the Platform, you agree that you have read and agree to all terms in this Provider Agreement. Upon your acceptance of the terms of this Agreement, you agree that you have been advised of and understand the potential risks, consequences, and benefits of administering Professional Services using the Platform. If you do not agree to all of the terms of this Agreement, do not access or use the Platform.
Use of the Platform
In using the Websites and Platforms, you agree not to:
(a) reproduce, modify, make derivative works of, reverse engineer, decompile, or disassemble the Platform or materials found on the Platform,
(b) modify copyright or other proprietary rights notices of Company or its licensors in or accompanying the Platform,
(c) make the Platform available in any manner to any third party for use in the third party’s business operations,
(d) access or use (or permit third parties to access or use) the Platform in order to build or support any products or services competitive with the Platform, or
(e) inaccurately or falsely represent yourself to the Company.
We reserve exclusive rights to modify the features and functionality of the Platform as determined solely by us and such modifications are subject to change or termination without notice.
Moodshare has the absolute and unmitigated authority to cease referrals of Users to you at any time in our sole discretion.
While we have no intention of monitoring activity between counselors and clients, we need to retain the right to do so in the event that an investigation or legal proceeding requires monitoring of activity of either or both counselors and/or clients as this allows Moodshare to ensure the safety of clients.
You agree that you are neither our employee nor agent nor representative of the Company and this agreement does not create an employee/employer relationship between you and Kite Labs Inc..
You accept responsibility for your Patients as well as yourself in the use of this Service. You are also responsible for the quality of the services you provide during your use of the Service and for complying with all applicable laws in connection with your use of the Service. You are responsible for obtaining any and all Federal, State and local licenses and certifications which may be required to practice your profession when using this Service and maintaining malpractice and liability insurance in compliance with regulatory and local requirements.
Disclaimers and Limitations of Liability
You acknowledge and agree that the Platform is being provided for use “as is” and on an “as available” basis without warranty of any kind, express, implied, or statutory, and therefore you will not have any plea, claim, or demand towards us in relation to the Platform’s Users, members, properties, limitations or compatibility with your needs. You shall not have any plea, claim or demand against us in respect to any services you decide to provide in connection with the use of the Platform. To the fullest extent of the law, we expressly disclaim all warranties of any kind, whether expressed or implied.
Registration, providing Provider Services and any use of the Platform is being made at your sole and entire risk, without warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, compatibility, security, or accuracy.
Moodshare does not guarantee any referrals of Users and makes no representations regarding the volume or number of interactions you will have with Users.
We expressly disclaim all warranties for information posted or transmitted by the Platform’s Users and or members.
You will bear all the risks associated with the uploading and transmitting of material and utilizing the Platform including reliance on its accuracy, reliability, or legality.
We will not be deemed the provider or recipient of any services acquired through the Platform. You provide Provider Services at your sole and entire risk.
Under no circumstances will we be held liable to you for any indirect, incidental, consequential, special, punitive or exemplary damages, including but not limited to loss of business, revenue, profits, use, data, or other economic advantage.
You acknowledge and agree that we disclaim any liability in relation to any claim, suit or action brought by a User in connection with provision of any Provider Services by you, including but not limited to representations by you as to your qualifications and advice provided through the Platform. The Provider agrees to indemnify and hold us harmless in connection with any such claim and any damages or expenses arising therefrom.
You will be solely responsible for any agreements you choose to make with a User. We will not be responsible or liable in any way for any agreement made between yourself and a User or for enforcing any such agreement, including but not limited to any agreements in relation to usage of the Platform in any way other than offered and suggested as the Provider Service on the Platform. Any agreement you choose to engage in with a User is at your sole responsibility and entire risk.
You acknowledge that you will be solely responsible and liable for any damages to any User to whom you provide services and to any User who suffers damages arising from or connected to such services that you provided to that User. In the event of a dispute regarding any interaction conducted through the Platform, you hereby release us from all manner of actions, claims or demands, and from any and all losses (direct, indirect, incidental, or consequential), damages, costs or expenses, including but not limited to, court costs and attorney’s fees, which you may have against one or more of the above.
We shall not be liable to you or to any third party for any indirect, incidental, consequential, special, punitive or exemplary damages.
Our aggregate liability for damages arising with respect to this agreement and any and all use of the Platform will not exceed the total amount of money paid by you or to you through the Platform in the 6 months period prior to the date of the claim.
We explicitly disclaim any liability with respect to any claim, suit, or action made by a User. You agree to indemnify, defend and hold us harmless with respect to any such claim.
If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.
This section (disclaimers and limitation of liability) shall survive the termination or expiration of this Agreement.
Representations and Warranties
You hereby confirm that you are at least 18 years of age and that you are legally able to enter into a contract.
You hereby confirm and agree that all the information that you provided in or through the Platform, and the information that you will provide in or through the Platform in the future, is accurate, true, current, and complete. Furthermore, you agree that during the term of this Agreement you will make sure to maintain and update this information so it will continue to be accurate, current, and complete.
You will not provide any Provider Services or advice to any User unless you are a licensed professional in good standing in the relevant field of expertise abiding by all relevant laws, rules, and regulations, including but not limited to rules of ethics and professional responsibility.
At all times you will provide correct and accurate representation of your skills, degrees, qualifications, background and other information, whether this information is provided to us, to the User, and on any form submitted to or presented on the Platform. You will also provide the same correct and accurate representation of your skills, degrees, qualifications, background and other information to the users, including but not limited to, in any kind of communication or providing Provider Services to Users.
You will maintain and update all such information throughout the term of this Provider Agreement to ensure it is true, accurate, current, and complete.
You will not mislead Users to believe that you can provide a service which is outside your field of licensed expertise and will not misrepresent yourself or create any misleading name or listing.
You agree to not perform any Provider Services and or other services or offer any advice in any jurisdiction where you are not authorized or licensed or in good standing to do so.
You agree to maintain your skills, qualifications, eligibility, and other information and requirements, including maintaining your status in good standing as a licensed professional in any jurisdiction, as may be required by that jurisdiction.
We may review your personal profile and amend any grammatical, stylistic, typing or spelling errors. It is at our discretion to verify or examine the truthfulness or accuracy of the details in your personal profile, credentials, qualifications, or any of your postings or transmissions.
However, we may, in our absolute discretion, remove or refuse to post or transmit any content uploaded by you that we deem inappropriate or in violation of this Provider Agreement.
Notwithstanding the above, we reserve the right to remove any content for any reason at our sole discretion.
You represent and warrant that you maintain and will continue to maintain adequate insurance if such insurance is required by any applicable laws or regulations which apply to the provision of Provider Services, including, but not limited to, applicable professional liability insurance.
When using the Platform for the purposes of Provider Services or using the Platform for a purpose related to Provider Services, you must exercise a reasonable standard of care, including confidentiality obligations, at least equivalent to a traditional in-person interaction with a User as mandated by your profession and regulatory agencies. For example, sessions should not be conducted from a vehicle or in a setting (whether public or private) where any other beings are present, including children or pets.
You will not discuss the specifics and logistics of the Moodshare Platform or your interactions within the Platform, including, but not limited to, payment terms and mechanisms, without express written approval from Moodshare.
You will not provide to Users any services other than Provider Services.
You will not provide to Users any services which may not be lawfully or ethically rendered or provided through the Platform according to the laws, regulations and ethics that apply in your jurisdiction.
You will not diagnose, treat, test, advise, counsel, recommend a course of treatment, or otherwise provide or perform any services that require an in-person meeting with a User or examination of a User.
You acknowledge and agree to inform Users that the Provider Services, advice and or information that you provide to a User, are not in any way to be considered a substitute for an in-person interaction between the User and yourself or any other professional.
You will not provide Provider Services for any Users presenting with an emergency. For emergency matters and issues you agree to instruct the User to immediately call 911 or their local emergency assistance number.
Regardless of your professional and educational training, you agree to never engage in the practice of medicine through the Platform, including, without exception, prescribing or dispensing any medications. You further acknowledge that interactions with Users via the Platform do not and will not constitute a physician/patient relationship.
You may only use the Platform for the purpose of Provider Services or any task directly related to Provider Services. You may not use this Platform to solicit any illegal or unethical activity or other activity which infringes our rights or the rights of others. This includes promoting other legitimate business activities or selling any products whatsoever, regardless of the legality of the products.
You agree to not use the Platform to solicit clients for any counseling outside of the Platform unless absolutely clinically necessary. If you interact with a client outside the Platform (i.e. via FaceTime, Skype, phone, email, in person, etc.) and it is not clinically necessary or appropriate, Moodshare may charge you a fee for soliciting clients. This charge may be deducted from payments owed to you by Moodshare. Clinical necessity or appropriateness is determined at the sole discretion of the Moodshare team.
You agree to use the Platform as intended and not collect additional fees from Users for services rendered associated with the Platform. For clarity, you agree that you will not request Users’ payment information in connection with collecting a payment for any reason, including a no-show fee, for any services rendering through or associated with the Platform.
Any fees related to external assessments that are conducted outside the Platform, whether or not there are fees associated with such tool are expressly not required by Users to receive services on the Platform. The assumption of fees associated with use of such external assessment tools are at the Users’ sole discretion and not sanctioned or enforced by Moodshare.
Any fees you incur in conjunction with legitimate case management as defined by:
“the coordination of community-based services by a professional or team to provide people the quality mental health care that is customized accordingly to an individual’s setbacks or persistent challenges and aid them to their recovery. This can include, but is not limited to, a counselor communicating with and coordinating care with other support figures, such as doctors, social workers, case workers in social service” may be charged to Users outside of the Platform with Users’ express consent for such case management.
You agree to indemnify, defend and hold Moodshare harmless against any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys’ fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against Moodshare, to the extent that such claim, suit, action or other proceeding is based on or arises from: (a) any breach of any representation, warranty, covenant or agreement to be performed by you according to this Provider Agreement; (b) Your provision of the Provider Services to any third party, regardless of whether or not they are Users of the Platform service; or (c) any materials that you have posted to or through the Platform and/or any content exchanged between you and Users.
You agree to be bound by any and all applicable local, state, federal or international law, statute, ordinance, rule, regulation or ethical code in relation to the use of the Platform and to your relationship and interactions with the Users and with Moodshare. You further agree and commit not to engage in conduct that is harmful, unethical, fraudulent, deceptive, or offensive.
You agree to undergo any credentialing, licensure verification, and/or professional ongoing monitoring by Moodshare or a third party organization facilitated by Moodshare.
Provider Account and Responsibilities
You agree, confirm and acknowledge that you are responsible for maintaining the confidentiality of your password and any other security information related to your account (collectively “Account Access”). We advise you to change your password frequently and to take extra care in safeguarding your password.
You agree to notify us immediately of any unauthorized use of your Account Access or any other concern for breach of your account security.
You agree, confirm and acknowledge that we will not be liable for any loss or damage incurred as a result of someone else using your account, either with or without your consent and/or knowledge. Further, you agree that you are solely and fully liable and responsible for all activities that are made by using your Account Access. You further acknowledge and agree that we will hold you liable and responsible for any damage or loss incurred as a result of the use of your Account Access by any person whether authorized by you or not, and you agree to indemnify us for any such damage or loss.
You agree and commit not to use the account or Account Access of any other person for any reason.
You attest that your use of the Platform, including the Provider Services, are made directly by you and that you are not using neither the Platform nor the Provider Services for or on behalf of any other person or organization.
You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt any of our systems, services, servers, networks or infrastructure, or any of the Platform’s systems, services, servers, networks or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.
You agree and commit not to make any use of the Platform for the posting, sending or delivering of either of the following: (a) unsolicited email and/or advertisement or promotion of goods and services; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist or potentially harmful content, including that sexual in nature; (d) any content that infringes on a third party right or intellectual property; (e) any content that may cause damage to a third party; (f) any content which may constitute, cause or encourage a criminal action or violate any applicable law.
If you receive any file from us or from a User, whether through the Platform or not, you agree to check and scan this file for any virus or malicious software prior to opening or using this file.
You will indemnify us, defend us, and hold us harmless from and against any and all claims, losses, causes of action, demands, liabilities, costs or expenses (including, but not limited to, litigation and reasonable attorneys’ fees and expenses) arising out of or relating to any of the following: (a) your access to or use of the Platform; (b) any actions made with your account or Account Access whether by you or by someone else; (c) your violation of any of the provisions of this Agreement; (d) non-payment for any of the services (including Provider Services) which were provided through the Platform; (e) your violation of any third party rights, including, without limitation, any intellectual property rights, publicity, confidentiality, property or privacy right. This clause shall survive expiration or termination of this Agreement.
Modifications, Termination, Interruption and Disruptions to the Platform
We may modify, suspend, disrupt or discontinue your access to the Platform, any part of the Platform, or the use of the Platform, whether to all Users or to you specifically, at any time with or without notice to you. You agree and acknowledge that we will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions. For the removal of any doubt, we may terminate or prevent your use of the Platform and any services provided by through the Platform (including but not limited to Provider Services) at our sole discretion for any reason or for no reason at all and for any period of time.
While we make commercially reasonable efforts to ensure the Platform’s reliability and accessibility, you understand and agree that no platform can be 100% reliable and accessible and so we cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.
Fees and Payments
You will be paid for the provision of the Provider Services to Users as outlined in the Counselor Guide as determined solely by us. The fees paid to Providers outlined in the Counselor Guide may be changed at our sole discretion.
You are solely responsible for reporting and paying any applicable tax (income or otherwise) related to your use of the Platform.
Any payment disputes or claims should be submitted within 30 days of discovery of any mistake.
We may provide notices or other communications to you regarding this agreement or any aspect of the Platform, by email to the email address that we have on record, by regular mail or by posting it online. The date of receipt shall be deemed the date on which such notice is given. Notices sent to us must be delivered by email to email@example.com.
You agree the information that you provide in or through the Platform may be used and/or provided to third parties and third-party websites for the purpose of promoting the Provider Services.
Nothing in this Agreement shall be construed as making either party a partner, joint venture, agent, legal representative, employer, or employee of the other.
This Agreement and our relationship with you shall both be interpreted solely in accordance with the laws of the State of Delaware excluding any rules governing choice of laws.
You irrevocably agree that the exclusive venue for any action or proceeding arising out of relating to this Agreement or our relationship with you, regardless of theory, shall be courts in the state of Georgia. You irrevocably consent to the personal jurisdiction of the aforementioned courts and hereby waive any objection to the exercise of jurisdiction by the aforementioned courts.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND US. YOU CONFIRM THAT YOU HAVE NOT RELIED UPON ANY PROMISES OR REPRESENTATIONS BY US EXCEPT AS SET FORTH IN THIS AGREEMENT.
We may change this Agreement by posting modifications on the Platform. Unless otherwise specified by us, all modifications shall be effective upon posting. Therefore, you are encouraged to check the terms of this Agreement frequently. By using the Platform after the changes become effective, you agree to be bound by such changes to the Agreement. If you do not agree to the changes, you must terminate access to the Platform and participation in its services. Moodshare agrees to reasonably assist in your transition off the Platform should you so desire.
We may freely transfer or assign this Agreement or any of its obligations hereunder.
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
To clear any doubt, all clauses regarding limitations of liabilities and indemnification shall survive the termination or expiration of this Agreement.
If you have any questions or concerns about this Terms of Service don’t hesitate to contact us through this contact link.
You may also contact us using the details below:
Kite Labs Inc.
Data Privacy Officer
2430 Herodian Way SE
Smyrna, GA, 30080