Definitions
Grant of Access
Freely Health grants Provider a limited, non-exclusive, non-transferable, revocable license to access the Platform solely for professional healthcare services. Provider may not copy, modify, or reverse engineer the Platform. License terminates upon Agreement termination.
Provider must maintain all required licenses, certifications, and credentials. Freely Health may verify credentials and revoke access for non-compliance.
Provider Obligations
- 3.1 Compliance: Comply with all federal, state, and local laws including HIPAA, telehealth requirements, and licensure laws. Provider is solely responsible for maintaining proper licensure.
- 3.2 Clinical Transparency: Maintain accurate clinical data per Freely Health's Binary Transparency standards. Updates: support@joinfreely.com
- 3.3 Engagement: Review and respond to contracts. Until Platform is fully operational, opportunities may be presented via email or phone.
- 3.4 Platform Fee: Pay the agreed-upon Platform Fee, deducted from business payment upon contract execution.
- 3.5 No Insurance: Freely Health provides no malpractice insurance. Coverage of $1M/$3M is strongly recommended. Third-party companies may provide coverage for specific assignments.
- 3.6 Privacy: Comply with HIPAA and all applicable data protection laws at all times.
Freely Health Obligations
- 4.1 Maintenance: Freely Health maintains and updates Platform features on an ongoing basis.
- 4.2 Opportunities: Facilitate access to business opportunities via the Platform or direct communication.
- 4.3 Tools: Provide Binary Transparency tools for accurate clinical data presentation.
Fees and Payment
Provider pays a subscription fee plus a Platform Fee per contract successfully executed through the Platform. Late or missed payments may result in suspended access until balances are resolved.
Arranging or accepting payments outside of the Freely Health platform is a violation of this Agreement and may result in immediate termination of access.
Term and Termination
This Agreement runs for one (1) year and auto-renews annually unless either party provides 30 days written notice prior to the renewal date.
Either party may terminate with 30 days written notice. Freely Health may terminate immediately for fraud, illegal activity, or material breach of this Agreement.
Confidentiality & Non-Disclosure
Both parties agree to protect Confidential Information and not disclose it to third parties without consent. Provider further agrees not to solicit Freely Health's clients for one (1) year following termination of this Agreement.
Data Ownership & Security
Provider retains ownership of all submitted content and grants Freely Health a limited license to use that data solely to operate the Platform. A HIPAA Business Associate Agreement will be executed before any PHI exchange. Freely Health implements security safeguards compliant with HIPAA and Texas law.
Your data is yours. Freely Health only uses Provider-submitted content to facilitate Platform services. We never sell or share your clinical data with unauthorized third parties.
Limitation of Liability
The Platform is provided "as is" and "as available." Total liability is limited to fees paid by Provider in the preceding 12 months. Freely Health is not liable for indirect, incidental, or consequential damages of any kind.
Indemnification
Provider agrees to indemnify, defend, and hold harmless Freely Health Inc. from any claims, damages, or expenses — including reasonable attorney's fees — arising from Provider's breach of this Agreement or violation of applicable law.
Force Majeure
Neither party shall be liable for delays or failures in performance caused by events beyond reasonable control, including natural disasters, pandemics, government actions, or infrastructure failures.
Miscellaneous
- Governing Law: This Agreement is governed by the laws of the State of Texas.
- Disputes: Resolved through binding arbitration per the Texas Arbitration Act. Injunctive relief may be sought in Travis County, Texas.
- Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings.
Signatures
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.