Independent Contractor Therapist Terms and Conditions

Note: These terms and conditions apply to all therapists working with NVOX. All therapists operating under these terms and conditions are classified as independent contractors.

This agreement governs the relationship between NVOX Inc. (hereinafter referred to as “NVOX”) and therapists on our platform. It defines responsibilities, confidentiality obligations, compensation terms, warranties, and legal dispute resolution mechanisms.

Please review this agreement in full.
By applying to join as a therapist on our platform, you acknowledge your acceptance of this agreement. If you do not agree to the terms and conditions outlined herein, please do not register or use the platform.

Except as provided in the “Arbitration Agreement and Class Action Waiver” in Section [6] below, NVOX reserves the right to modify these terms at any time at its sole discretion. Except in exceptional cases, NVOX will provide 15 days’ prior notice of any changes to these terms. Your continued use of the platform following the effective date of any changes constitutes your acceptance and agreement to the modified terms.

1. Services

1.1 Scope of Services

NVOX Inc. (hereinafter “NVOX”) owns and operates an online platform that facilitates the provision of virtual assessments, consultations, professional advice, and related services (collectively, the “Provider Services”). NVOX itself does not provide the Provider Services and is not a healthcare entity. Provider Services are administered and accessible to individuals using the platform (the “User” or “Users”) via various websites, applications, and other means (collectively, the “Platform”).

Subject to the terms of this Agreement, NVOX engages the Contractor as an independent contractor to provide Users with virtual assessment and consultation services through the Platform.

1.2 As-Needed Basis

The parties acknowledge and agree that:

  • NVOX has no obligation to guarantee a minimum amount of work, referrals, time, or compensation to the Contractor.
  • The Contractor will provide services only on an as-needed basis, as determined by the availability of Users seeking services.

1.3 Remote Work

Unless otherwise specified, the Contractor shall provide services remotely through the Platform.

1.4 Independent Contractor Relationship

  • The relationship between NVOX and the Contractor is that of an independent contractor. Nothing in this Agreement shall be construed as creating an employment relationship, partnership, joint venture, or agency between the Contractor and NVOX.
  • The Contractor shall not hold themselves out as having authority to act on behalf of NVOX.
  • This Agreement is solely for the provision of Provider Services to Platform Users and does not establish an employment relationship.

1.5 Third-Party Contractor Agreements

  • If the Contractor is onboarded and enrolled as an independent contractor through a third-party entity (e.g., Deel, Inc.), the Contractor acknowledges that their contractual relationship with such third-party entity is separate from this Agreement with NVOX.
  • The Contractor’s obligations to the third-party entity shall not modify or affect their obligations under this Agreement with NVOX.

2. Terms and Conditions

2.1 Definition of Contractor

A Contractor is any counselor, consultant, practitioner, professional, expert, therapist, advisor, or any other person who registers to provide services to Users through the use of the NVOX Platform.

2.2 Agreement to Terms

By accessing or using the Platform, the Contractor agrees that they have read and agreed to all the terms in this Agreement. Upon accepting the terms of this Agreement, the Contractor acknowledges that they have been advised of and understand the potential risks, consequences, and benefits of administering services through the Platform.

If the Contractor does not agree to all the terms of this Agreement, they must not access or use the Platform.

2.3 Use of the Platform

The Contractor agrees not to:
(a) Reproduce, modify, create derivative works of, reverse engineer, decompile, or disassemble the Platform or any material found on the Platform.
(b) Modify copyright or other proprietary rights notices of NVOX or its licensors in or accompanying the Platform.
(c) Make the Platform available in any manner to any third party for use in their business operations.
(d) Access or use (or allow third parties to access or use) the Platform to develop or support any product or service that competes with the Platform.
(e) Inaccurately or falsely represent themselves to NVOX.

2.4 Legal Compliance and Restrictions

The Contractor represents and warrants that:
(a) They are not located in a country subject to a U.S. Government embargo or designated as a “terrorist-supporting” country by the U.S. Government.
(b) They are not listed on any U.S. Government list of prohibited or restricted parties.

2.5 Platform Modifications

NVOX reserves the exclusive right to modify the features and functionality of the Platform at its sole discretion. Any modifications are subject to change or termination without prior notice.

2.6 Privacy Policy

By agreeing to this Agreement, the Contractor also agrees to the terms of the NVOX Privacy Policy, available at [INSERT LINK]. For purposes of the Privacy Policy, the Contractor is considered a User, and the same terms that apply to Users also apply to Contractors. The Privacy Policy is incorporated into and deemed part of this Agreement.

NVOX reserves the exclusive right to modify the Privacy Policy at its sole discretion, with such modifications subject to change in accordance with the terms contained within that policy.

2.7 Termination and Suspension

NVOX may terminate, suspend, or restrict the Contractor’s access to the Platform for reasons including, but not limited to:

  • Violations of these Terms.
  • Inappropriate or potentially harmful communications with Users.
  • Unprofessional conduct, such as repeated “no-shows” to scheduled appointments with Users.

3. Disclaimers and Limitations of Liability

3.1 Platform Provided “As Is”

The Contractor acknowledges and agrees that the Platform is provided “as is” and “as available” without any warranty of any kind, whether express, implied, or statutory. Therefore, the Contractor shall have no plea, claim, or demand towards NVOX in relation to the Platform’s Users, features, limitations, or compatibility with the Contractor’s needs.

The Contractor shall not have any claim against NVOX regarding any services they choose to provide through the Platform. To the fullest extent permitted by law, NVOX expressly disclaims all warranties, including but not limited to:

  • Warranties of merchantability,
  • Fitness for a particular purpose,
  • Non-infringement,
  • Compatibility,
  • Security, and
  • Accuracy.

3.2 No Guarantee of Referrals

NVOX does not guarantee any referrals of Users and makes no representations regarding the volume or frequency of interactions the Contractor will have with Users.

3.3 User Information Disclaimer

NVOX explicitly disclaims all warranties regarding any information posted or transmitted by Platform Users. The Contractor assumes all risks related to uploading, transmitting, or utilizing the Platform, including reliance on its accuracy, reliability, or legality.

3.4 No Employment Relationship

NVOX shall not be deemed the provider or recipient of any services acquired through the Platform. The Contractor provides Provider Services at their sole and entire risk under their individual licensure requirements.

3.5 Limitation of Liability

Under no circumstances shall NVOX be held liable to the Contractor for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to:

  • Loss of business,
  • Loss of revenue or profits,
  • Loss of data, or
  • Any other economic disadvantage.

3.6 Liability for User Claims

The Contractor acknowledges and agrees that NVOX disclaims any liability in connection with any claim, suit, or action brought by a User regarding the provision of Provider Services. This includes, but is not limited to:

  • Representations made by the Contractor regarding their qualifications, and
  • Advice or services provided via the Platform.

The Contractor agrees to indemnify and hold NVOX harmless from any such claims, including damages and legal expenses arising therefrom.

3.7 Independent Agreements with Users

  • The Contractor is solely responsible for any agreements they enter into with Users.
  • NVOX shall not be responsible or liable for enforcing any agreements made between the Contractor and a User, including any agreements that extend beyond the usage of the Platform.
  • Any agreement the Contractor enters into with a User is at their sole responsibility and risk.

3.8 Responsibility for Damages to Users

The Contractor acknowledges that they are solely responsible and liable for any damages caused to Users in connection with the Provider Services they render.

In the event of a dispute between the Contractor and a User regarding any interaction conducted via the Platform, the Contractor fully releases NVOX from all actions, claims, or demands, as well as from any losses (direct or indirect), damages, costs, or legal expenses that the Contractor may incur.

3.9 Tax and Employment Liabilities

The Contractor shall be solely responsible for and shall indemnify NVOX for:
(a) Any income tax, national insurance, social security contributions, or any other liability, deduction, or claim arising from the provision of services under this Agreement, unless prohibited by law.
(b) Any penalties, fines, or interest incurred by NVOX due to the Contractor’s tax or employment-related obligations.
(c) Any employment-related claims (including worker status claims) brought by the Contractor or any substitute against NVOX.

3.10 Maximum Liability Cap

NVOX’s aggregate liability for any damages arising in connection with this Agreement or use of the Platform shall not exceed the total amount of compensation paid to the Contractor through the Platform in the three (3) months prior to the date of the claim.

3.11 Indemnification

NVOX explicitly disclaims liability regarding any claim, suit, or action made by a User against the Contractor. The Contractor agrees to indemnify, defend, and hold NVOX harmless from any such claims.

3.12 Legal Compliance

If applicable law does not permit certain liability limitations in this Agreement, such limitations shall be modified only to the extent necessary to comply with the law.

3.13 Deduction of Indemnities

NVOX may, at its sole discretion, satisfy any indemnities owed by the Contractor by deducting the amount from any payments due to the Contractor, unless prohibited by applicable law.

3.14 Survival of Terms

This Disclaimers and Limitations of Liability section shall survive the termination or expiration of this Agreement.

4. Contractor’s Conduct

4.1 Standard of Care

When using the Platform to provide Provider Services or any related activities, the Contractor must exercise a reasonable standard of care, including maintaining confidentiality in accordance with:

  • Their professional licensure and qualifications,
  • Applicable regulatory requirements, and
  • Standards equivalent to in-person professional interactions.

For example, sessions must not be conducted from a vehicle or in a setting where unauthorized individuals, including children or pets, are present.

4.2 Use of AI and Third-Party Tools

  • The Contractor shall not disclose any User personal or health information to AI-powered tools such as “ChatGPT” or any other third-party AI/Machine Learning algorithm.
  • If the Contractor chooses to use AI tools in a manner not prohibited by this Agreement, they do so entirely at their own risk.

4.3 Confidentiality of Platform Operations

  • The Contractor must not discuss details of interactions within the Platform, including payment terms or mechanisms, without NVOX’s express written approval.
  • The Contractor must not offer services to Users outside of the Platform unless explicitly permitted by NVOX.

4.4 Ethical and Legal Compliance

  • The Contractor must not provide services that may be unlawful or unethical when delivered through the Platform according to the laws, regulations, and ethics applicable in their jurisdiction.

4.5 Prohibited Activities

  • The Contractor must not treat, prescribe, or recommend medical treatment that requires an in-person examination.
  • The Contractor must not use the Platform for unauthorized purposes, including:
    • Soliciting illegal or unethical activities,
    • Advertising other business ventures, or
    • Selling any products or services.

4.6 Emergency Situations

The Contractor must not provide services to Users presenting with emergency or highly acute needs. In such cases, the Contractor must instruct the User to immediately contact emergency services (911)

4.7 Financial Integrity and Fees

  • The Contractor is permitted to offer their own professional services outside the Platform and charge Users directly for such services. NVOX is not involved in these private arrangements.
  • The Contractor may choose to offer discounts to Users referred through NVOX at their own discretion, but such discounts or pricing arrangements remain entirely independent of NVOX.
  • The Contractor agrees to act professionally in all interactions with Users, including those who seek additional services beyond the Platform.

4.8 Indemnification

The Contractor agrees to indemnify, defend, and hold NVOX harmless against any claim, loss, damage, legal fees, or lawsuit arising from:
(a) Breach of this Agreement by the Contractor.
(b) Provider Services rendered to any User, whether inside or outside the Platform.
(c) Any injury, harm, or damages resulting from the Contractor’s services.
(d) Any material or content posted by the Contractor through the Platform.

4.9 Compliance with Laws and Ethics

The Contractor agrees to abide by all local, state, federal, and international laws, regulations, and ethical codes related to:

  • Their use of the Platform,
  • Their professional practice, and
  • Their interactions with Users and NVOX.

4.10 Fraud and Misrepresentation

  • The Contractor must not engage in fraudulent, deceptive, or unethical conduct, including misrepresenting their qualifications or seeking additional compensation through misleading claims.
  • Violation of this provision may result in termination of the Contractor’s access to the Platform.

4.11 Credentialing and Compliance Reviews

The Contractor agrees to undergo credentialing, licensure verification, and ongoing compliance monitoring as required by NVOX or a designated third party.

4.12 Insurance Requirements

The Contractor must maintain appropriate professional liability insurance to cover any claims related to their Provider Services. Upon request, the Contractor must provide proof of insurance to NVOX within three (3) days.

4.13 Responsibilities When Treating Minors

If providing services to a minor, the Contractor agrees to:

  • Ensure that proper legal consent has been obtained.
  • Adhere to all confidentiality regulations applicable to minors.
  • Confirm that their licensure allows for the remote treatment of minors.

4.14 Contractor’s Sole Responsibility

  • The Contractor acknowledges that they alone are responsible for determining whether a User is appropriate for remote services.
  • The Contractor agrees to decline services for high-risk Users and refer them to emergency services or in-person care when necessary.

5. Contractor Account and Responsibilities

5.1 Account Security

  • The Contractor agrees, confirms, and acknowledges that they are responsible for maintaining the confidentiality of their password and any other security information related to their account (collectively “Account Access”).
  • NVOX recommends that the Contractor change their password frequently and take extra care in safeguarding their Account Access.
  • The Contractor agrees to notify NVOX immediately of any unauthorized use of their Account Access or any security concerns related to their account.

5.2 Liability for Account Usage

  • The Contractor agrees that NVOX will not be liable for any loss or damage incurred due to unauthorized use of their account, whether with or without their consent.
  • The Contractor is fully responsible for all activities conducted through their Account Access.
  • The Contractor acknowledges and agrees that NVOX may hold them liable for any damage or loss resulting from unauthorized use of their account by any party, whether authorized by the Contractor or not. The Contractor further agrees to indemnify NVOX for any such damage or loss.

5.3 Prohibited Account Activities

The Contractor agrees and commits not to:

  • Use another person’s account or Account Access for any reason.
  • Use the Platform on behalf of another individual or organization.
  • Interfere with, disrupt, or attempt to disrupt any of NVOX’s systems, services, servers, networks, or infrastructure.
  • Obtain unauthorized access to NVOX’s systems, services, or networks.

5.4 Prohibited Content and Actions

The Contractor agrees not to use the Platform to post, send, or deliver:
(a) Unsolicited emails, advertisements, or promotions of goods and services.
(b) Malicious software, viruses, or harmful code.
(c) Unlawful, harassing, abusive, threatening, vulgar, obscene, racist, or offensive content.
(d) Content that infringes on third-party rights, including intellectual property.
(e) Content that may cause harm to any third party.
(f) Content that could constitute or encourage criminal activity or violate any applicable law.

5.5 Security of Received Files

  • If the Contractor receives any file from NVOX or a User, whether through the Platform or an external source, they agree to scan the file for viruses or malware before opening or using it.

5.6 Indemnification

The Contractor agrees to indemnify, defend, and hold NVOX harmless from any claims, losses, legal actions, liabilities, costs, or expenses (including litigation and attorneys’ fees) arising from:
(a) Their access to or use of the Platform.
(b) Any actions taken using their account or Account Access, whether by the Contractor or a third party.
(c) Violation of any terms of this Agreement by the Contractor.
(d) Non-payment for any services provided through the Platform.
(e) Violation of third-party rights, including intellectual property, confidentiality, privacy, or property rights.

5.7 Survival of Indemnification

This indemnification clause shall survive the expiration or termination of this Agreement.

6. Modifications, Termination, Interruption, and Disruption to the Platform

6.1 Platform Modifications and Suspension

  • NVOX may modify, suspend, disrupt, or discontinue the Contractor’s access to the Platform, any part of the Platform, or the use of the Platform, either for all Users or for the Contractor specifically, at any time, with or without notice.
  • The Contractor agrees and acknowledges that NVOX will not be liable for any losses or damages resulting from such actions.

6.2 Termination of Access

  • NVOX reserves the right, at its sole discretion, to terminate or restrict the Contractor’s access to the Platform, including but not limited to the ability to provide Provider Services, for any reason and for any period of time.

6.3 Platform Availability

  • While NVOX makes commercially reasonable efforts to ensure the Platform’s reliability and accessibility, the Contractor acknowledges that:
    • No platform can be 100% reliable at all times.
    • NVOX does not guarantee uninterrupted access to the Platform.
    • The Platform may experience downtime, errors, delays, or disruptions beyond NVOX’s control.

7. Fees, Payment, and Taxation

7.1 Compensation and Payment Terms

  • For each assessment lasting approximately 20 minutes, NVOX will pay the Contractor $50.
  • NVOX reserves the right to modify the payment rates at any time at its sole discretion.
  • Payments will be made on a weekly basis.
  • Payment is contingent upon the submission of a signed and approved report by the Contractor and the completion of a call with the examinee’s guardian or the examinee themselves (if an adult).
  • If the guardian or examinee waives the call for reasons unrelated to the Contractor within a reasonable timeframe, NVOX will still issue payment, provided that the report has undergone thorough review and has been formally approved with the Contractor’s signature.

7.2 Expenses

  • All overhead and out-of-pocket expenses incurred by the Contractor in the course of performing the Services under this Agreement shall be borne exclusively by the Contractor.
  • Without limiting the generality of the foregoing, the Contractor is responsible for providing their own equipment and supplies necessary to deliver the Services under this Agreement.

7.3 Taxation and Deductions

7.3.1 U.S. Tax Reporting (1099-NEC)
  • In compliance with U.S. Internal Revenue Service (IRS) regulations, NVOX will issue Form 1099-NEC to independent contractors operating within the U.S. who have received $600 or more in a calendar year.
  • Contractors who operate through a corporate entity (LLC, C-Corp, or S-Corp) may be exempt from receiving Form 1099-NEC and must declare their corporate status upon engagement with NVOX.
  • All U.S.-based contractors must provide NVOX with a completed Form W-9 for tax reporting purposes. Failure to submit the required tax documentation may result in backup withholding, as required by U.S. law.
7.3.2 International Contractor Taxation (Non-U.S.)
  • Contractors who operate outside the United States are solely responsible for managing their own tax obligations in their respective countries.
  • NVOX does not withhold or remit any taxes on behalf of international contractors and will not issue Form 1099-NEC for non-U.S. contractors.
  • In certain cases, NVOX may require international contractors to submit Form W-8BEN or an equivalent document confirming their non-U.S. tax status.
  • Contractors must ensure full compliance with their local tax laws, including income tax, social security contributions, and any other legal obligations. NVOX bears no responsibility for tax liabilities, penalties, or reporting obligations of international contractors.
7.3.3 NVOX’s Limitation of Liability for Taxation
  • The Contractor expressly releases NVOX from any liability related to tax obligations, deductions, or reporting requirements in the U.S. or internationally.
  • The Contractor agrees and acknowledges that all income received from NVOX must be reported in accordance with the applicable tax laws of their jurisdiction.
  • NVOX shall not be held liable for any fines, penalties, additional charges, or legal consequences arising from the Contractor’s failure to fulfill their tax obligations.

7.4 Bonuses, Benefits, and Training

  • NVOX may offer bonuses, incentives, or training programs at its sole discretion.
  • The Contractor has no entitlement to employment benefits, including but not limited to disability coverage, vacation pay, health or dental insurance, retirement benefits, or minimum wage guarantees.
  • NVOX retains the right to determine eligibility and participation in any discretionary incentive programs.

8. Covenants, Warranties, and Representations of the Contractor

8.1 Contractor as Principal

  • The Contractor confirms that they are at least 18 years old and legally capable of entering into a contract without requiring third-party consent.
  • The Contractor agrees to exercise all necessary skill, care, and diligence in performing the Provider Services.
  • The Contractor must personally perform the Provider Services and may not delegate or substitute another individual to perform these services without the express prior written consent of NVOX.
  • The Contractor warrants that they will perform the Provider Services to the best of their ability, in a professional, competent, and timely manner, and will remain free from any obligations, conflicts, or restrictions that could interfere with their performance under this Agreement.

8.2 Accuracy of Information

  • The Contractor confirms that all information provided to NVOX through the Platform is true, accurate, current, and complete.
  • The Contractor agrees to update and maintain the accuracy of their information throughout the duration of this Agreement.
  • The Contractor must not mislead Users by suggesting they can provide services outside their licensed expertise or misrepresent themselves in any way.

8.3 Licensing and Compliance

  • The Contractor may only perform Provider Services in jurisdictions where they are licensed, authorized, and in good standing to provide such services.
  • The Contractor must not provide services in any jurisdiction where they are not legally permitted to do so.
  • The Contractor agrees to comply with all applicable laws, regulations, ethical standards, and professional guidelines related to their practice.
  • The Contractor warrants that, at all times during this Agreement, they will accurately represent their qualifications, licensure, experience, and expertise to both NVOX and Users.

8.4 Professional Independence and Liability

  • The Contractor acknowledges and agrees that:
    1. They are experienced and qualified in providing the Provider Services.
    2. NVOX does not provide training or instructions on how to perform the Provider Services.
    3. The Contractor is not prohibited from offering similar services to other entities, provided that doing so does not violate this Agreement.
    4. They must adhere to all legal and ethical standards in the delivery of services.
    5. The business relationship between the Contractor and NVOX is temporary, and NVOX does not employ or supervise the Contractor.
    6. The Contractor has no authority to bind NVOX and must not present themselves as an employee, agent, or representative of NVOX.
    7. The Contractor is solely responsible for compliance with federal, state, and local tax laws and shall not claim any employment benefits from NVOX.
    8. The Contractor will not claim to be an employee or take any legal position inconsistent with their status as an independent contractor.
    9. This Agreement does not restrict the Contractor from engaging in other business activities unrelated to their work on the Platform.
    10. The Contractor is free to accept or decline service requests and may determine the frequency, duration, and manner of service delivery.
    11. NVOX does not dictate service hours or guarantee a minimum number of referrals.

8.5 Responsibility for Provider Services

  • The Contractor is solely responsible for the manner and means by which they perform the Provider Services.
  • NVOX retains the right to ensure legal compliance, but this does not constitute control over how the Contractor performs their services.
  • The Contractor must provide their own tools and equipment necessary to perform the services.

8.6 No Restriction on Private Practice

  • The Contractor represents and warrants that they offer services to the public and that this Agreement does not prevent them from continuing to provide such services independently.

8.7 Obligation to Report Certain Events

The Contractor must provide immediate written notice to NVOX in the event of:

  1. The commencement or resolution of any investigation or proceeding by a licensing authority or government agency.
  2. Any malpractice action, whether adjudicated or settled.
  3. Any change in the status of their license (e.g., suspension, revocation, or lapse).
  4. Any conviction, guilty plea, or nolo contendere plea for a felony offense in a court of competent jurisdiction.

9. Compliance with Laws

  • In performing the Provider Services, the Contractor must comply with all applicable laws, regulations, orders, and professional guidelines imposed by any relevant regulatory or governmental authority.

10. Non-Disclosure and Confidentiality

10.1 Confidential Information

  • During the course of this Agreement, the Contractor may receive business, financial, technical, personal, health, or member-related confidential information belonging to NVOX, its clients, or third parties to whom NVOX has a duty of confidentiality (collectively, “Confidential Information”).
  • The Contractor agrees not to disclose or use any Confidential Information for any purpose other than performing the Provider Services, except where required by law or regulation.
  • The Contractor must implement security measures appropriate to the nature of the Confidential Information to ensure its protection.
  • The Contractor must take all reasonable steps to comply with these confidentiality obligations.

10.2 Protection of Member Data

  • As part of the Provider Services, the Contractor will receive and process member health and personal information.
  • The Contractor agrees to abide by the NVOX Data Processing Agreement and any other agreements that limit the use and disclosure of such data.

10.3 Exceptions to Non-Disclosure

  • Nothing in this Agreement prohibits the Contractor from reporting in good faith any event they reasonably believe to be a violation of law to a relevant government agency or from cooperating in a legal investigation.

11. No Authority to Contract on Behalf of NVOX

  • The Contractor has no authority to enter into any contract, commitment, or agreement on behalf of NVOX.
  • The Contractor must not represent themselves as a partner, agent, employee, or joint venturer of NVOX.

12. Limitation on Time to File Claims

  • Any cause of action or claim arising out of or relating to these terms or the Platform must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred, unless such bar is not permitted by applicable law.

13. Dispute Resolution and Governing Law

13.1 Governing Law

  • This Agreement, and any disputes, claims, or controversies arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

13.2 Exclusive Jurisdiction and Venue

  • Any dispute, claim, or controversy arising out of or relating to this Agreement, the Contractor’s provision of services to NVOX, or any other relationship between the Contractor and NVOX, shall be exclusively resolved in the state or federal courts located in Wilmington, Delaware.
  • The Contractor expressly consents to the exclusive personal jurisdiction and venue of these courts and waives any objections to such jurisdiction, venue, or forum non conveniens (inconvenient forum).

13.3 No Mandatory Arbitration Unless Agreed Upon

  • NVOX and the Contractor are not bound by mandatory arbitration.
  • If both parties mutually agree in writing to resolve a specific dispute through arbitration, such arbitration shall be conducted under the rules of the American Arbitration Association (AAA) or another mutually agreed-upon arbitration provider.
  • If arbitration is chosen, it shall take place in Wilmington, Delaware, and the arbitrator’s decision shall be final and binding, subject to applicable appeals under Delaware law.

13.4 Waiver of Jury Trial

  • TO THE FULLEST EXTENT PERMITTED BY LAW, NVOX AND THE CONTRACTOR WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LAWSUIT, ACTION, OR PROCEEDING ARISING FROM OR RELATED TO THIS AGREEMENT.

13.5 No Class, Collective, or Representative Actions

  • TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVOX AND THE CONTRACTOR WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING.
  • Any claims between the parties must be brought individually, and the parties expressly waive the right to consolidate claims or seek relief on behalf of any group.

13.6 Attorney’s Fees and Costs

  • In the event of any dispute, lawsuit, or legal proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs incurred in connection with the enforcement or defense of this Agreement, unless prohibited by applicable law.

13.7 Injunctive and Equitable Relief

  • The Contractor acknowledges that a breach of this Agreement, particularly concerning confidentiality, intellectual property, or non-competition obligations, may cause irreparable harm to NVOX for which monetary damages may not be an adequate remedy.
  • Accordingly, NVOX shall have the right to seek injunctive relief, restraining orders, specific performance, or other equitable remedies in any court of competent jurisdiction without the necessity of posting a bond or proving actual damages.

13.8 Limitation on Claims

  • ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CLAIM IS PERMANENTLY BARRED, UNLESS SUCH BAR IS NOT PERMITTED BY APPLICABLE LAW.

14. MISCELLANEOUS

14.1 Notices

  • NVOX may provide notices or other communications to the Contractor regarding this Agreement or any aspect of the Platform by email to the email address on record, regular mail, or posting online.
  • The date of receipt shall be deemed the date on which such notice is given.
  • Notices to NVOX must be delivered by email to contractors@nvox.com.

14.2 Advertising and Public Profiles

  • Under this Agreement, the information that the Contractor voluntarily provides in or through the Platform, including, but not limited to, their name, photograph, professional credentials, experience, specialties, and qualifications, may be used by NVOX:
    • In accordance with its Privacy Policy.
    • To promote the Provider Services to prospective clients.
    • To optimize search engine visibility for the Contractor’s profile and for digital marketing campaigns.
    • Through third-party affiliate marketing websites to attract Users to the Platform.
  • The Contractor may opt out of this advertising opportunity by submitting a written request to contractors@nvox.com.

14.3 Quality Assurance and Platform Monitoring

  • Upon the consent of Users, NVOX may monitor or review the Contractor’s interactions with Users for the purpose of:
    • Ensuring compliance with Platform policies.
    • Verifying the accuracy of the Contractor’s personal profile, credentials, and qualifications.
    • Investigating activity between the Contractor and Users when required by law, compliance reviews, or internal investigations.
  • A limited number of licensed clinical professionals and members of NVOX’s legal or trust & safety teams may have access to these communications solely for quality assurance purposes.
  • NVOX reserves the right to remove, refuse to post, or edit any content uploaded by the Contractor that is deemed:
    • Inappropriate,
    • Misleading,
    • In conflict with NVOX’s values, vision, and goals, or
    • A violation of Platform policies or applicable laws.
  • NVOX retains full discretion to take any necessary action regarding such content.

14.4 Changes to This Agreement

  • NVOX reserves the right to modify this Agreement at any time, with at least 15 days’ prior notice to the Contractor, except in cases where legal, regulatory, or operational requirements necessitate a shorter or longer notice period.
  • By continuing to use the Platform after the changes take effect, the Contractor agrees to be bound by the revised Agreement.
  • If the Contractor does not agree to the changes, they must terminate their access to the Platform and discontinue participation in its services.
  • NVOX agrees to reasonably assist the Contractor in transitioning off the Platform if they choose to terminate their participation.

14.5 Termination

  • As an independent contractor, both the Contractor and NVOX retain the right to terminate this Agreement at any time.
  • If the Contractor wishes to terminate their participation, they may submit a termination request to contractors@nvox.com.
  • Upon termination:
    • The Contractor’s access to the Platform will be revoked.
    • The Contractor may request limited access to Platform data only to fulfill legal obligations, which will be granted on a case-by-case basis.
    • Data will be retained in accordance with NVOX’s Privacy Policy, regulatory requirements, and data retention obligations.
    • The Contractor remains responsible for independent obligations related to data retention and record-keeping in compliance with applicable professional and legal standards.

14.6 Transfer, Assignment, and Delegation

  • Except as provided herein, the Contractor may not assign, delegate, or otherwise transfer any of their rights, obligations, or responsibilities under this Agreement without the prior written consent of NVOX. Any such purported transfer shall be null and void.
  • NVOX may freely transfer or assign this Agreement or any of its obligations hereunder without restriction.

14.7 Waiver

  • The waiver by either party of any action, right, or condition described in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any future occurrences of the same event.
  • Any waiver must be in writing and signed by the waiving party.

14.8 Governing Law and Jurisdiction

  • This Agreement, and any disputes arising from or related to it, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.
  • Any disputes shall be exclusively resolved in the state or federal courts located in Wilmington, Delaware. The Contractor expressly consents to the jurisdiction and venue of these courts.

14.9 Counterparts and Electronic Execution

  • This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.
  • Electronic signatures and execution of this Agreement shall be deemed valid and enforceable to the fullest extent permitted by law.

14.10 Severability

  • If any provision or any part of a provision in this Agreement is deemed to be invalid, unlawful, or unenforceable, such provision shall be construed as if it were not included in this Agreement.
  • The remaining provisions shall continue to be fully valid and enforceable to the maximum extent permitted by law.

14.11 Independent Legal Advice

  • The Contractor acknowledges that they have read and understand the terms contained in this Agreement.
  • The Contractor confirms that they have had the opportunity to seek independent legal advice and have either obtained such advice or voluntarily chosen not to do so.

Last Updated: Feb 17, 2025

DATA PROCESSING AGREEMENT

This Data Processing Agreement (“Agreement”) is designed to provide optimal privacy protections for member data and to ensure compliance with applicable privacy laws that govern NVOX Inc. (“NVOX”).

This Agreement supplements the Independent Contractor Agreement between NVOX and You, as a psychologist, therapist, or service provider operating through the NVOX platform (“You” or “Contractor”).

NVOX and You are each referred to herein as a “Party”, and collectively as the “Parties”.

1. DEFINITIONS

For the purpose of this Agreement, the following definitions apply:

  • “Data Protection Law” – All applicable laws and regulations concerning the Processing of Personal Data, including but not limited to:
    • General Data Protection Regulation (GDPR) (EU/EEA)
    • California Consumer Privacy Act (CCPA) (U.S.)
    • Health Insurance Portability and Accountability Act (HIPAA) (U.S.)
    • Any state, federal, or international privacy regulations that apply to the Processing of Personal Data.
  • “Processing” – Any operation performed on Personal Data, including but not limited to: collecting, storing, analyzing, using, transferring, or deleting data.
  • “Controller” – The entity that determines the purposes and means of Processing Personal Data. NVOX is the Controller of Personal Data under this Agreement.
  • “Processor” – A person or entity that Processes Personal Data on behalf of the Controller. Under this Agreement, the Contractor is the Processor of the data provided by NVOX.
  • “Personal Data” – Any information related to an identifiable individual, including but not limited to:
    • Name, age, gender, contact information
    • Medical or psychological information
    • Learning and cognitive assessment data
    • Biometric data (e.g., facial expressions, eye movements)
    • Communications between the Member and NVOX
    • Any additional information provided through the NVOX Platform
  • “Member” – An individual using the NVOX Platform to access psychological assessments, consultations, or related services.
  • “Services” – The diagnostic and psychological assessment services provided by the Contractor through the NVOX Platform.
  • Definitions imparting the singular shall include the plural, and vice versa.

2. APPLICATION AND SCOPE

  • This Agreement is supplemental to any other contract between the Parties and serves to introduce additional legal protections concerning the Processing of Personal Data.
  • If there is a conflict between this Agreement and any other contract, this Agreement shall take precedence regarding matters related to data privacy and Processing.
  • Any breach of this Agreement shall be considered a breach of any other agreement between the Parties.
  • By accepting this Agreement, the Contractor represents that they understand and will comply with all applicable Data Protection Laws.

3. SUBJECT-MATTER OF THE PROCESSING AGREEMENT

  • This Agreement authorizes the Contractor to Process Personal Data on behalf of NVOX for the sole purpose of providing Services in compliance with applicable laws.
  • The Contractor may not use, share, or disclose any Personal Data for any other purpose beyond the scope of this Agreement without explicit written consent from NVOX.
  • The Contractor is considered a Processor or Subprocessor (depending on their jurisdiction), while NVOX remains the Controller of Personal Data.
  • Under this Agreement, NVOX may provide the Contractor with Personal Data, which may include:
    • Communications from Members (e.g., messages, session transcripts)
    • Onboarding and enrollment information from Members
    • Personal Data requested by Members to be shared with the Contractor
    • Diagnostic and behavioral data collected through the NVOX Platform
    • Limited Personal Data of NVOX employees (only when necessary for Contractor support)

4. CONTRACTOR’S OBLIGATIONS

The Contractor agrees to:

  • Process Personal Data solely for the purpose of providing the contracted Services and in accordance with NVOX’s written instructions.
  • Ensure confidentiality by implementing security measures appropriate to the nature of the data to protect against unauthorized access, loss, or disclosure.
  • Not share Personal Data with third parties (including AI or machine learning systems) without explicit approval from NVOX.
  • Report any data breach to NVOX within 24 hours of discovery, providing all necessary details to mitigate risks.
  • Comply with relevant data retention policies and securely delete or anonymize Personal Data upon termination of this Agreement, unless required by law to retain records.

5. SECURITY MEASURES AND AUDIT RIGHTS

  • The Contractor must implement appropriate technical and organizational security measures to protect Personal Data, including:
    • Encryption of sensitive data (if applicable)
    • Restricted access controls ensuring that only authorized personnel handle Personal Data
    • Secure data storage and transfer methods
    • Regular security training and compliance checks
  • NVOX reserves the right to audit the Contractor’s compliance with this Agreement. The Contractor agrees to:
    • Cooperate with reasonable audit requests by NVOX or an authorized third party.
    • Provide documentation or security certifications (if applicable).

6. DATA SUBJECT RIGHTS AND LEGAL COMPLIANCE

  • The Contractor acknowledges that Members may exercise their rights under applicable Data Protection Laws, including:
    • Right to access – Members can request copies of their Personal Data.
    • Right to correction – Members can request data modifications if inaccurate.
    • Right to deletion (“Right to be Forgotten”) – Members may request data deletion unless retention is legally required.
    • Right to object to processing – Members may withdraw consent where applicable.
  • If a Member submits a data-related request, the Contractor must immediately inform NVOX and refrain from responding directly without NVOX’s written authorization.

7. INTERNATIONAL DATA TRANSFERS

  • The Contractor agrees that Personal Data shall not be transferred outside of its country of origin unless:
    • The recipient country ensures an adequate level of data protection (as determined by GDPR, HIPAA, or applicable regulations), or
    • Standard Contractual Clauses (SCCs) or an alternative data transfer mechanism approved by NVOX is in place.

8. TERM AND TERMINATION

  • This Agreement shall remain in effect indefinitely, unless terminated under the provisions of this Agreement.
  • NVOX reserves the right to terminate this Agreement immediately if the Contractor is found to be in violation of any data protection obligations.
  • Upon termination, the Contractor must securely delete or return all Personal Data, unless retention is required by law.

9. LIABILITY AND INDEMNIFICATION

  • The Contractor agrees to indemnify and hold NVOX harmless against any claims, damages, fines, or legal expenses resulting from violations of this Agreement or applicable data protection laws.
  • The Contractor assumes full responsibility for ensuring that any subcontractors or third parties they engage comply with equivalent data protection obligations.

10. GOVERNING LAW AND DISPUTE RESOLUTION

  • This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
  • Any disputes arising out of this Agreement shall be resolved exclusively in the courts of Wilmington, Delaware unless otherwise agreed by both Parties.

Obligations of the Data Importer (NVOX Adaptation)

You shall:

Process Personal Data only to provide the Services or as needed to comply with legal obligations. In no event shall You use any of this Personal Data for purposes other than providing Services, complying with the law, or any other purposes expressly authorized by NVOX.

Process Personal Data only on documented instructions from NVOX, including with regard to any transfer of data to third countries or international organizations, unless required to do so by applicable Data Protection Law. If such a requirement exists, You must inform NVOX before Processing, unless legally prohibited from doing so for reasons of public interest.

Not permit any other persons, agents, or subcontractors to have access to Personal Data without NVOX’s express written consent, ensuring that they are bound by confidentiality obligations in accordance with this Agreement.

At all times, considering the nature of the Processing, implement technical and organizational measures appropriate to the level of risk, ensuring:

  • The ability to maintain confidentiality, integrity, availability, and resilience of processing systems and services
  • Protection against unauthorized or unlawful Processing, access, disclosure, modification, or distribution of Personal Data
  • The ability to restore access to Personal Data in a timely manner in the event of a physical or technical incident
  • A process for regularly testing, assessing, and evaluating the effectiveness of security measures
  • Compliance with HIPAA Security Rule (where applicable) and GDPR requirements concerning the protection of electronic health information

Ensure that the security of Personal Data in Your possession is supported by robust policies, security protocols, and trained personnel.

Ensure that each of Your employees, agents, subcontractors, or other persons under Your authority is made aware of and bound by the confidentiality obligations under this Agreement.

Not disclose, sell, or transfer Personal Data to any third party without express written authorization from NVOX. This includes a strict prohibition on disclosing Personal Data to ChatGPT, AI models, or other machine-learning systems.

Not engage a sub-processor without prior specific or general written authorization from NVOX. In cases where general authorization is provided, You must inform NVOX in advance of any intended changes or replacements of sub-processors, allowing NVOX the opportunity to object.

Ensure that, where You engage a sub-processor for carrying out specific Processing activities on behalf of NVOX, the same data protection obligations set forth in this Agreement shall be imposed on that sub-processor by contract or another legally binding document under applicable Data Protection Law. Sub-processors must:

  • Implement technical and organizational safeguards equivalent to those set forth in this Agreement
  • Comply with Articles 28 and 32 of the General Data Protection Regulation (GDPR) for data originating from the EU/UK
  • Be fully liable to You for their performance; You shall remain fully responsible to NVOX for any breaches by sub-processors

Assist NVOX by implementing technical and organizational measures necessary to facilitate data subject rights, including:

  • Right to access, correct, delete, or restrict processing of Personal Data
  • Right to data portability where applicable
  • Right to object to Processing or withdraw consent (where Processing is based on consent)

Assist NVOX in ensuring compliance with its legal obligations, including:

  • Security of Processing measures
  • Notification of Personal Data breaches to regulatory authorities
  • Communication of breaches to affected individuals
  • Data protection impact assessments (DPIAs) and regulatory consultations

Immediately and without undue delay notify NVOX of any:

  • Loss, destruction, corruption, or unauthorized access of Personal Data
  • Accidental, unauthorized, or unlawful Processing of Personal Data
  • Personal Data breach or security incident that may compromise Member privacy

Provide all necessary information to demonstrate compliance with Data Protection Laws and allow for audits and inspections conducted by NVOX or an authorized auditor.

Immediately notify NVOX if You believe that any instruction from NVOX violates Data Protection Law.

To the extent applicable for therapists supporting Members in the European Union and United Kingdom, maintain a record of processing activities in compliance with Article 30 of the GDPR.

To the extent applicable, maintain internal records related to the use and disclosure of protected health information (PHI) received from or created on behalf of NVOX, ensuring compliance with regulatory agencies such as the U.S. Department of Health & Human Services (HHS).

Where applicable, cooperate with regulatory authorities or supervisory bodies to assist in the performance of their oversight functions.

At the choice of NVOX, delete or return all Personal Data after the termination of Services, unless Data Protection Law requires further retention. In cases where deletion is required, You must ensure that no copies of Personal Data remain in Your possession or under Your control.

Not sell, aggregate, or de-identify Personal Data for any purpose other than providing the agreed-upon Services under this Agreement.

You represent and warrant that You shall comply with this Agreement and all applicable Data Protection Laws.

Obligations of NVOX

NVOX represents and warrants that it shall comply with the terms of this Agreement and all applicable Data Protection Laws, including but not limited to GDPR, HIPAA, CCPA, and any relevant regulations in jurisdictions where NVOX operates. NVOX further represents that it has obtained all necessary authorizations to provide Personal Data to You for Processing.

NVOX shall implement appropriate technical and organizational measures to ensure:

  • The confidentiality, integrity, availability, and resilience of all processing systems and services.
  • The ability to restore access to Personal Data in a timely manner in the event of a physical or technical incident.
  • A regular process for testing, assessing, and evaluating security measures to protect Personal Data.

NVOX shall take necessary steps to ensure that any employee, agent, or contractor acting under its authority only processes Personal Data under documented instructions from NVOX and in compliance with this Agreement.

NVOX may provide You with Personal Data as specified under Clause 3 of this Agreement.

Personal Data Transfers

NVOX hereby authorizes You to make the following transfers of Personal Data, provided that such transfers comply with applicable Data Protection Laws:

  • You may transfer Personal Data internally within Your organization to Your staff, offices, and facilities, provided such access is restricted to individuals who require it to fulfill the Services.
  • You may transfer Personal Data to Your sub-processors, provided that such transfers are necessary for performing the Services and that sub-processors comply with equivalent data protection obligations.
  • You may transfer Personal Data to third countries or international organizations acting as sub-processors, only if:
    • The transfer complies with applicable Data Protection Laws (e.g., GDPR Standard Contractual Clauses for EU data).
    • The receiving entity implements appropriate security measures to ensure compliance with this Agreement.
    • NVOX is informed in advance of such transfers.

Liability and Indemnification

You shall be liable for and shall indemnify NVOX against any:

  1. Direct or indirect loss, cost, claim, liability, penalty, fine, legal expense, or other damages incurred by NVOX due to Your failure—or the failure of any sub-processor engaged by You—to comply with this Agreement or any applicable Data Protection Laws.
  2. Breach of Your obligations under this Agreement, including any unauthorized access, use, or disclosure of Personal Data.

You shall defend NVOX against any claims, lawsuits, or regulatory actions arising from:

  • Any Processing activities carried out in violation of Data Protection Laws.
  • Any failure to maintain security measures that results in a data breach affecting NVOX Members.

Limitations on Liability:

  • NVOX shall not be liable for any indirect, incidental, consequential, or special damages arising from this Agreement, including but not limited to loss of business, data, or revenue.
  • NVOX’s total aggregate liability under this Agreement shall not exceed the amount of fees paid by NVOX to You in the twelve (12) months preceding the event giving rise to liability.

Termination

  • You may terminate this Agreement by providing NVOX with 30 days’ written notice. Upon termination, You must return or delete all Personal Data received from NVOX unless retention is required by law.
  • NVOX may terminate this Agreement at any time with 30 days’ prior written notice, or immediately if You violate any material term of this Agreement.
  • Upon termination, You must cease all Processing of Personal Data and certify in writing that You have deleted or returned all Personal Data to NVOX.
  • The obligations under Clause 4 (Data Protection and Security Measures) shall survive termination of this Agreement and remain in effect until all data is returned, deleted, or anonymized.

Assignment

  • Neither Party may assign, transfer, or delegate this Agreement or any rights or obligations under it without the prior written consent of the other Party.
  • NVOX may assign this Agreement to any affiliated entity or successor organization without requiring Your consent.

Governing Law and Jurisdiction

  • This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles.
  • Any disputes, claims, or legal proceedings arising out of or related to this Agreement shall be resolved exclusively in the state or federal courts of Wilmington, Delaware.
  • Each Party irrevocably submits to the exclusive jurisdiction of the courts of Delaware and waives any objection based on forum non conveniens or similar grounds.

Execution of Agreement

  • By proceeding with the provision of Services through the NVOX Platform, You acknowledge that You have read, understood, and agreed to be bound by this Data Processing Agreement.
  • Each Party warrants that the person executing this Agreement on its behalf has full authority to bind the Party.

DECLARATION OF INDEPENDENT BUSINESS STATUS FOR THERAPISTS

This Declaration of Independent Business Status is made by you (the “Contractor”) in relation to services performed by the Contractor for or in connection with NVOX, Inc., a Delaware corporation (the “Contracting Party”). The Contractor states and declares the following:

  1. Independent Business Operation
    • The Contractor acknowledges that the Contractor operates an independent business and is providing services for or in connection with the Contracting Party as an independent contractor.
  2. No Employment Relationship
    • The Contractor acknowledges that the Contractor is not an employee of the Contracting Party, and the services rendered do not establish any right to unemployment benefits or any other benefits arising from an employment relationship.
  3. Tax Responsibility
    • The Contractor is solely responsible for all tax liabilities associated with payments received from or through the Contracting Party.
    • The Contracting Party will not withhold any taxes (including but not limited to income tax, self-employment tax, or social security contributions) from payments made to the Contractor.
  4. Licensing and Compliance
    • The Contractor is responsible for obtaining and maintaining any required registrations, licenses, or other authorizations necessary for performing the services.
  5. Insurance and Benefits
    • The Contractor is not covered under the Contracting Party’s health insurance, workers’ compensation, or unemployment insurance.
  6. Freedom to Provide Services Elsewhere
    • The Contracting Party does not restrict the Contractor’s ability to perform services for or through other businesses or individuals.
    • The Contractor has the right to accept or decline service requests from the Contracting Party.
    • The Contracting Party expects that the Contractor may also provide services for other businesses.
    • The Contractor is not economically dependent on services performed for or in connection with the Contracting Party.
  7. Control Over Performance
    • The Contracting Party does not dictate the specific methods or processes the Contractor uses to perform services.
    • The Contracting Party may impose quality standards and deadlines, but the Contractor retains full discretion over the days and time periods worked.
  8. Compensation Structure
    • The Contractor will be paid based on work completed as agreed, and will not receive a regular salary, guaranteed minimum, or regular payments.
  9. Tools and Expenses
    • The Contractor is responsible for providing and maintaining any tools, equipment, or technology required to perform the services.
    • The Contractor bears all expenses incurred in the performance of the services.
  10. Applicability to Subcontractors
  • The Contractor acknowledges that the terms in this Declaration apply to the Contractor, the Contractor’s employees, and the Contractor’s independent contractors.

By proceeding with providing services to or through NVOX, Inc., the Contractor acknowledges and agrees to the terms outlined in this Declaration.