Terms of service agreement
This Terms of Service Agreement (“Agreement”) is made between You (“Provider”) and Fay Health, Inc and affiliated entities with a mailing address of 420 W Huron, Chicago, State of Illinois(“Company”). The Provider and Company shall be known collectively as the “Parties”.
Consent and Acceptance
By checking the box indicating agreement and proceeding through the Company’s website or mobile application, Provider acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Terms of Service Agreement. Such action constitutes a valid and binding execution of this Agreement with the same force and effect as a handwritten signature.
THE PARTIES AGREE AS FOLLOWS:
- Services to Be Performed
- The Company engages Provider, and Provider agrees to perform the following services to Company clients using Company telehealth technologies: medical nutrition therapy, charting, administration, and other duties typically provided by a Registered Dietitian (the “Services”).
- The Parties agree that (1) Provider reserves the right to determine the method, manner, and means by which the Services will be performed, in accordance with Provider’s education, training, and experience; (2) Provider sets Provider’s own schedule as set forth in this Agreement; (3) Provider shall not be required to devote Provider’s full time to the performance of the Services; and (4) the Services described under this Agreement will be performed using Company’s telehealth platform (“Platform”). Notwithstanding the forgoing, Provider shall provide all Services in accordance with applicable law and Company’s policies and procedures, which may be amended at any time by Company.
- Provider agrees to comply with and complete any paperwork or update requirements including with respect to any third-party payor, Company policy or procedure, or health care facility policy or procedure (as applicable). All other client notes and paperwork shall be at the discretion of the Provider. Provider is responsible for maintaining Provider’s own client files on Company’s Platform when providing the Services. While using Company’s Platform, Provider shall maintain notes, paperwork, and client files in compliance with applicable law.
- Provider acknowledges and agrees that Provider shall be publicly listed on Company’s Platform as a contracted provider. Provider authorizes Company to share Provider’s information with third-party directories and sites, and identify the Provider as a Company provider on any website maintained by the Company or its affiliate, Fay Health. Provider agrees that Company may list the Provider’s name, NPI, practice address, specialty (if applicable), and other identifying information on its Platform, website, the website of its affiliate, Fay Health, or other third-party websites. Provider is responsible for providing Company with accurate information describing Provider’s practice and ensuring the accuracy of such information.
- Provider is responsible for providing to Company the dates and times that Provider is available to provide services. Provider will communicate any schedule changes as soon as possible to ensure the best possible client service. Provider understands that a minimum number of clients or hours is neither guaranteed nor required. Provider will also submit all required billing, charting and administrative information to Company to allow Company to bill for the provision of the Services on the Platform.
- Responsibilities and Representations of Provider
Provider represents and warrants that:- Provider is licensed or otherwise legally authorized to provide Services and in good standing as a Registered Dietitian with all applicable government and professional authorities in all states where Provider provides client Services and is responsible for maintaining such licenses in active and good standing. Provider will provide Company with an up-to-date and accurate list of valid licenses and update Company anytime there is a change to this list.
- Provider is certified by the Commission on Dietetic Registration as a Registered Dietitian, and possesses and maintains all professional licenses, permits, certifications, and accreditations to perform the Services.
- Provider shall, upon Company’s request, promptly provide Company with (1) current and valid licensure, (2) NPI number, (3) CAQH, (4) professional liability insurance, and (5) resume.
- Provider is not currently and has not been the subject of any inquiry, investigation, examination, audit, or proceeding by any local, state, or federal regulatory authority or third-party payor.
- Provider is not listed, and has no current reason to believe that during this Agreement Provider will be listed: (i) by a federal agency as excluded, disbarred, suspended, or otherwise ineligible to participate in Federal programs, including Medicare or Medicaid (this includes the Department of Health and Human Services Office of Inspector General's List of Excluded Persons/Entities): or (ii) on the General Services Administration List or Parties Excluded from the Federal Procurement and Non-Procurement Programs.
- Provider shall notify Company within 24 hours if Provider (1) learns of his or her client’s intent to do harm to self or others, (2) receives a subpoena in relation to their work regarding a client seen through Company, or (3) files a protective services report.
- Provider shall participate without restriction with all applicable third-party payors with which Company participates.
- Provider has full authority to enter into this Agreement and is able to fully and properly perform the Services. Provider has disclosed to Company any and all non-compete agreements, non-solicitation agreements, and any other restrictions that might limit Provider’s ability to provide the Services, and has legal authority to sign this Agreement
- Independent Contractor Status
Provider is an independent contractor, and neither Provider nor Provider’s employees, agents, or contract personnel are, or shall be deemed to be, Company’s employees or agents. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency.
In its capacity as an independent contractor, Provider agrees and represents, and Company agrees, as follows:
- Responsibility and Control
Provider shall be solely responsible for determining the manner, means, methods, and procedures for performing the Services, and for all actions and inactions of Provider and Provider’s personnel. - Provision of Tools and Supplies
Provider shall supply, at Provider’s sole expense, all tools, equipment, instruments, technology, and materials necessary to perform the Services, except for access to the Company’s virtual platform, scheduling system, and billing clearinghouse, which Company provides solely for administrative facilitation. - Scheduling and Location
Provider retains the exclusive right to determine Provider’s own work hours, schedule, and location of Services, and may perform Services at any suitable location or virtually using Provider’s own facilities or technology. - Multiple Clients and Engagements
Provider is free to perform services for other clients, customers, or companies, including those that may compete with Company, provided such activities do not violate confidentiality or non-solicitation obligations. - Assistants and Supervision
The Services shall be performed solely by Provider. Company shall not hire, supervise, train, or pay any assistants or other personnel to assist Provider. Any assistants engaged by Provider shall be at Provider’s sole expense and under Provider’s exclusive supervision and control. - Training and Supervision
Company shall not provide or require any training, instruction, or supervision related to professional skills, clinical methods, or practice standards. Provider is solely responsible for maintaining any required licensure, certifications, and clinical supervision necessary to provide the Services.
- Responsibility and Control
- Credentialing
Provider shall cooperate with Company, or any company or organization that provides credentialing services to Company, to ensure timely insurance credentialing or contracting, as may be required. - Billing and Assignment of Billing Rights
Except to the extent inconsistent with federal or State law, Provider may not, and shall not, bill any client, governmental agencies, third-party payors, or other financially-responsible parties for any Services rendered by Provider under this Agreement. To the extent permitted by applicable law, Provider agrees to assign or reassign to Company the right to bill and collect for the Services, and shall complete any and all written agreements and reassignments necessary to effectuate this. Accordingly, Company will have the exclusive right to bill and collect from all clients, health plans, governmental agencies, third-party payors, and other financially-responsible parties. All amounts paid to Company by clients, health plans, governmental agencies, third-party payors, or other financially responsible parties, shall be and remain the sole property of Company.
The sole source of Provider’s compensation for the Services is the payment from Company to Provider under this Agreement. Provider will cooperate with Company to provide all necessary information to allow Company to bill and collect fees for the Services. Provider will comply with all billing laws, regulations, instructions, interpretative guidelines and requirements established by health plans, governmental agencies, third-party payors, or other financially-responsible parties. Provider hereby appoints Company (and/or Company's authorized employees, agents, representatives or assigns) as attorney-in-fact with full power of substitution and delegation, to execute, bill for, and to receive monies or endorse checks due or payable to Provider from any client, business partner, or third-party payor by reason of professional or other services rendered by Provider under this Agreement. - Payment
In consideration for the Services to be performed by Provider, Company agrees to pay Provider for completed (i.e., marked occurred) synchronous appointments between Provider and a Company client at the rate specified on Provider’s contracted rate table linked in their Fay account, as updated from time to time by Company in its reasonable discretion. Providers are encouraged to check the current rate table for the then-current rates prior to the performance of Services. Excluding instances of fraud and assuming all Company guidelines are followed, Company guarantees reimbursement for in-network appointments with Company clients, regardless of whether the Company receives payment from third-party payors.
Provider will participate without restriction with all applicable third-party payors with which Company participates. Company has the right to add additional payors to this Agreement, and will notify the Provider of updates to the list of payors, products, and payment amounts.
Company has the right to withhold payment to Provider for any reason, including failure to complete required documentation, records, submission of incomplete information, or otherwise. This includes but is not limited to situations where Provider is identified to be engaging in fraudulent activities, is misrepresenting themselves as an active Registered Dietitian, or is misrepresenting their state licensure.
Company shall pay Provider on a monthly basis for all Services performed during the previous 30-day period.
The Parties acknowledge and agree that the payments described in this Agreement reflect the fair market value of the Services arrived at through an arm’s length negotiations between the Parties. These payments are not intended to relate to and do not, in fact, reflect the value or volume of the referral of items or services, if any, between the Parties. - Expenses
Provider is solely responsible for all expenses incurred while performing Services, including equipment, internet access, professional tools, licensure, insurance, continuing education, and related costs. Company does not reimburse any expenses. The only items Company provides are access to its virtual platform, scheduling system, and billing clearinghouse for administrative use. - Other Employment, Non-Exclusivity, and Non-Solicitation
Provider is free, and even encouraged, to build Providers’ client base through marketing and other activities. Provider may choose how and where to provide services to self-sourced clients.
During the term of this Agreement, and for a period of one (1) year after its termination, Provider agrees not to solicit, divert, or provide services to clients referred to the Provider by Fay. - Data Sharing
Provider hereby grants to Company the right to share and utilize data provided by Provider. This includes sharing and using data with any third parties for purposes of credentialing, billing, marketing, insurance, or any other activities required to operate Company’s business. Third parties may include but are not limited to clearinghouses, CAQH, claims management systems, marketing systems, Google and Google Business Profiles, or any other systems deemed necessary by Company. Please contact providersupport@faynutrition.com if you would like to opt out of any data sharing which will result in the termination of your affiliation with Fay. Provider designates Company as an authorized agent to create a CAQH account, edit information in CAQH, or attest to information in CAQH on Provider’s behalf for purposes of credentialing. Company will rely on information provided by Provider and it is the Provider’s responsibility to inform Company of any changes to their information. - Calendar
The Company offers providers the ability to sync a Google Calendar account with the calendar on the Company’s telehealth Platform. This requires access to read calendars and events for display inside of the Platform and to create and modify a calendar in a connected Google account for Platform-originated events to be visible in the Google account's calendar. The Company’s use and transfer to any other app of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements. - HIPAA
Provider shall maintain the privacy and security of individually identifiable health information as required by the regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and all applicable HIPAA policies and procedures maintained by Company, as may be amended by time to time. - State and Federal Taxes
Provider acknowledges and agrees that Company shall not withhold or pay federal, state, or local taxes, or payroll taxes of any kind from Provider’s payments for Services rendered, and that Company shall treat Provider as an independent contractor with respect to payment of federal, state, and local tax purposes. As an independent contractor, Provider understands and agrees that, according to law, Provider may be liable for payment of self-employment (“FICA”) tax.
Provider shall pay all taxes incurred while performing Services under this Agreement, including all applicable income taxes and, if Provider is not a corporation, self-employment (Social Security) taxes. Upon demand, Provider shall provide Company with proof that such payments have been made. - Fringe Benefits
Provider understands that neither Provider nor Provider’s employees or contract personnel are eligible to participate in any employee pension, health benefits, vacation pay, sick pay, or other fringe benefit plan of Company. - Unemployment Compensation
Company shall make no state or federal unemployment compensation payments on behalf of Provider or Provider’s employees or contract personnel. Provider will not be entitled to these benefits in connection with work or Services performed under this Agreement. - Workers’ Compensation
Company shall not obtain workers’ compensation insurance on behalf of Provider or Provider’s employees or contract personnel. If Provider hires employees to perform any work under this Agreement, Provider will cover them with workers’ compensation insurance to the extent required by law and provide Company with a certificate of workers’ compensation insurance before the employees begin work. - Insurance
Provider acknowledges and agrees that during the Term of this Agreement, Provider is required to maintain, at Provider’s sole expense, any and all insurance coverage required by applicable state laws where Provider delivers Services and Company’s requirements, including professional liability insurance with minimum limits of $1,000,000 per occurrence and $3,000,000 in the aggregate. Provider shall furnish certificates, endorsements and copies of all insurance policies to the Company upon request. In the event Provider is notified during the term of this Agreement that Provider’s professional liability insurance policy is to be cancelled or not renewed upon expiration of its policy period, Provider shall immediately notify Company in writing of such. - Indemnification
To the fullest extent permitted by law, Provider shall indemnify and hold Company harmless from any loss or liability arising from Provider’s Services under this Agreement or failure to comply with this Agreement.
AI-Shield Program: Company shall indemnify, defend, and hold harmless Provider against third-party claims arising directly from the use of the Artificial Intelligence tools furnished by Company, to the extent such losses result from actions or outcomes outside Provider’s control, and occur upon the ordinary and intended use of such tools by Provider. This Section shall not apply to any losses resulting from Provider’s misuse, modification, or unauthorized use of the Artificial Intelligence tools, or Provider's failure to follow Company’s written instructions or applicable law. All determinations as to whether indemnification is warranted shall be subject to Company’s sole discretion, evaluated on a case-by-case basis in accordance with Company’s internal review process. - Term of Agreement
This Agreement will become effective immediately and shall continue for a period of one year, automatically renewing for additional one-year terms (such period, as it may be extended, shall be referred to as the “Term”) unless sooner terminated in accordance with Section 18. - Terminating the Agreement
Either Party may terminate this Agreement at any time by providing prior written notice to the other Party. - Effect of Termination
Upon the termination of this Agreement, Provider expressly acknowledges and agrees that it may take more than one year to remove Provider’s name, image, or other likeness (“Provider Information”) from (A) Company’s website, marketing, or other promotional materials, and (B) from the website, marketing, or promotional materials of third-party sites deemed necessary by Company. - Non-Disparagement
Provider agrees that for the duration of this Agreement and following any termination of this Agreement, Provider shall not defame or disparage Company or its business, services, products, members, officers, employees, or other representatives. - Exclusive Agreement
This is the entire Agreement between Provider and Company and supersedes all prior understandings and agreements with respect to the subject matter hereof. - Modifying the Agreement
This Agreement may be modified by the Company at any time depending on Company needs. - Resolving Disputes
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Cook County, State of Illinois. Any costs and fees associated with the mediation shall be the responsibility of the Provider. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to an arbitrator chosen by the Company in Cook County, State of Illinois. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be the responsibility of the Provider. - Confidentiality
Provider acknowledges that it will be necessary for Company to disclose certain confidential and proprietary information to Provider in order for Provider to perform duties under this Agreement. Provider acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Company. Accordingly, Provider will not disclose or use, either during or after the term of this Agreement, any information of Company without Company’s prior written permission except to the extent necessary to perform Services on Company’s behalf.
Proprietary or confidential information includes:
The written, printed, curated, graphic, or electronically recorded materials furnished by Company for Provider to use; Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Company makes reasonable efforts to maintain the secrecy of; Business or marketing plans or strategies, customer lists, operating procedures, video and audio content, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, payment information, rates, sales projections, and pricing information; Information belonging to clients and suppliers of Company about whom Provider gained knowledge as a result of Provider’s Services to Company.
Upon termination of Provider’s Services to Company, or at Company’s request, Provider shall deliver to Company all materials in Provider’s possession relating to Company’s business. Provider will not continue to use any materials provided by Company.
Provider acknowledges that any breach or threatened breach of Section 24 of this Agreement will result in irreparable harm to Company for which damages would be an inadequate remedy. Therefore, Company shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of Section 24 of this Agreement. Such equitable relief shall be in addition to Company’s rights and remedies otherwise available at law. - Proprietary Information:
All work performed under this Agreement (“Work Product”), including but not limited to notes, reports, programs, and other deliverables, is the sole property of the Company. Provider assigns to Company all rights, title, and interest in such Work Product, including all intellectual property rights.
Provider may not use or reproduce any materials provided by Company, except for optional marketing assets or access to the Company’s virtual platform, scheduling system, or billing clearinghouse provided solely for administrative purposes. - No Partnership
This Agreement does not create a partnership relationship. Provider does not have authority to enter into contracts on Company’s behalf. - Assignment and Delegation
Provider may not assign or subcontract any rights or delegate any of its duties under this Agreement. - Applicable Law
This Agreement shall be governed under the laws in the State of Illinois, without giving effect to conflict of laws principles. - Compliance
The Parties intend that this Agreement comply at all times with all existing and future applicable laws relating to services provided by Registered Dietitians, including but not limited to, state and federal anti-kickback laws. - Attachments
There are no additional attachments or addendums to this Agreement. - Limited Power of Attorney
Provider hereby appoints Company, together with its officers, employees, and designated agents (collectively, “Authorized Agents”), as Provider’s true and lawful attorney-in-fact, with limited power and authority to act on Provider’s behalf solely for the purpose of completing, signing, and submitting credentialing, re-credentialing, and enrollment applications, attestations, and related documentation required by health plans, managed care organizations, and other payor entities (collectively, “Payors”).
This limited power of attorney authorizes administrative actions only and does not permit the Authorized Agents to (a) make or direct any clinical decisions, (b) enter into or amend any payor participation agreements that would bind Provider without Provider’s express written consent, or (c) take any action beyond what is reasonably necessary to facilitate payor credentialing and enrollment.
Provider remains responsible for the accuracy and completeness of all information submitted on Provider’s behalf and agrees to cooperate with the Authorized Agents in providing any information reasonably requested for such purposes.
This limited power of attorney is revocable at any time by Provider upon written notice to Company and shall terminate automatically upon the termination of Provider’s participation in the network or this Agreement.
Nothing in this Section shall be construed to create or imply an employment, joint venture, or agency relationship between Provider and Company for the provision of clinical services, nor shall it be interpreted as granting Company any authority to control or direct Provider’s professional judgment or clinical practice. - E-Sign
Provider further agrees that electronic acceptance of this Agreement is legally valid under the federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and any applicable state electronic signature laws.