Provider & Practice Employee Consent to Participate Agreement

This General Consent to Participate Agreement (“Agreement”) is entered into between Neem Health (“Platform”) and the participating healthcare provider (“Provider”). By using Neem Health, the Provider agrees to the terms outlined in this Agreement and the broader Neem Health Terms and Conditions.

Definitions

• Provider: A licensed healthcare professional, medical group, clinic, or healthcare entity that has registered for a Neem Health account by creating a username and password and has agreed to the terms of this Agreement.
• Practice Employee: Any individual authorized by the Provider to access Neem Health on their behalf, including both clinical (e.g., nurses, medical assistants) and non-clinical (e.g., administrative staff, care coordinators) personnel, who has registered for a Neem Health account by creating a username and password and has agreed to the terms of this Agreement.
• Protected Health Information (PHI): Any individually identifiable health information transmitted or maintained in any form, as defined under HIPAA.
• Platform: Refers to Neem Health’s technology, software, services, and infrastructure used to support patient-provider interactions, appointment bookings, and care coordination.

1. Participation in Neem Health Services

• Providers and their Healthcare Practice Employees acknowledge and consent to the use of Neem Health for managing patient bookings, automated referrals, secure document sharing, and inter-provider communication.
• Providers and their Healthcare Practice Employees retain the right to use other tools for their practice but agree to abide by Neem Health’s rules and policies while using the platform.

2. Payment and Booking Terms

• Providers agree to pay a booking fee of $15–$90 per new appointment, determined by the specialty.
• Fees are charged at the time of booking, regardless of appointment completion.
• There are no signup or subscription fees required to use Neem Health.

• Refund Policy:
• Patient Cancellations: 50% of the booking fee will be refunded as credits for future bookings.
• No-Shows: No refunds or credits will be issued for missed appointments.
• Provider-Initiated Cancellations: No refund or credits will be issued.

3. Terms of Use

• Providers, Healthcare Practices and their Employees are responsible for:
• Ensuring all patient booking and communication data entered into the platform is accurate.
• Timely handling of patient cancellations, updates, and appointment communications.
• Using credits issued for cancellations within the allotted 12 months.
• Providers and Practice Employees acknowledge that Neem Health facilitates bookings but does not guarantee patient attendance or appointment completion.
• Neem Health reserves the right to restrict or terminate platform access for non-payment, misuse, or violations of this Agreement or the broader Terms and Conditions.

4. Acknowledgment and Acceptance

Neem Health provides a technology platform to facilitate healthcare coordination but is not responsible for any clinical decisions, patient care, data accuracy, or compliance with healthcare regulations. To the fullest extent permitted by law, Neem Health, its affiliates, officers, directors, employees, and agents shall not be liable for any claims, damages, losses, liabilities, costs, or expenses arising from:

1. Provider’s or Practice Employee’s clinical decisions, medical malpractice, negligence, or misconduct.

2. Errors, inaccuracies, or omissions in PHI uploaded, shared, or managed by the Provider or Practice Employee. Neem Health does not verify or modify PHI.

3. Failure by the Provider or Practice Employee to comply with HIPAA, state laws, or any applicable privacy regulations. Providers and their Employees are solely responsible for maintaining compliance.

4. Disputes between the Provider, Practice, or Practice Employee and patients, third parties, insurers, or regulatory agencies. Neem Health is not responsible for resolving disputes.

5. Unauthorized access, loss, or alteration of PHI resulting from the Provider’s, Practice’s, or Practice Employee’s actions or failure to secure their account credentials. Neem Health is not liable for security breaches caused by user negligence.

6. Missed, delayed, or improperly managed referrals, appointments, or patient communications. Neem Health facilitates coordination but does not guarantee response times or provider availability.

7. Any reliance on Neem Health’s AI assistant, tools, or referral management system for clinical decision-making. The AI assistant does not provide medical advice.

8. Any payment disputes between Provider, Practice, or Practice Employee and Patient. Neem Health is not responsible for billing errors, disputed charges, or financial disagreements.

9. Any financial transactions, payments, billing disputes, or refunds between Provider, Practice, Practice Employee, and Patient. Neem Health does not process payments for healthcare services, set prices, or intervene in financial agreements between Patients and Providers.

Neem Health does not practice medicine, provide medical advice, or serve as a healthcare provider. Providers and Healthcare Practices remain fully responsible for their professional obligations, including but not limited to HIPAA compliance, accurate documentation, and patient care decisions.

5. Use of Third-Party Cloud Services

Neem Health utilizes Microsoft Azure's HIPAA-compliant cloud infrastructure to store and process PHI on behalf of Providers and their Practices. Azure is contractually bound to comply with HIPAA security and privacy requirements through a Business Associate Agreement with Neem Health.

While Neem Health conducts due diligence in vendor selection and configuration, it is not responsible for security incidents, outages, or data breaches arising solely from Azure’s infrastructure, systems, or controls unless otherwise required by law.

Providers acknowledge and accept that data is hosted in third-party systems and agree that Neem Health is not liable for any damages or losses caused by failures or vulnerabilities in Azure’s infrastructure.

6. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law provisions. Any dispute arising under this Agreement shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA), to be conducted in New York County, New York. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

The parties agree that arbitration shall be the exclusive means of resolving disputes and waive the right to a jury trial.

7. Acknowledgment and Acceptance

By checking “Yes” to this Agreement or accessing Neem Health, the Provider or Healthcare Practice Employee:

• Confirms understanding and acceptance of the payment, HIPAA, and participation terms outlined in this Agreement.
• Agrees to abide by Neem Health’s Terms and Conditions, which are incorporated by reference and accessible here.

8. Modifications

Neem Health reserves the right to modify this Agreement, provided that any material changes will be communicated to Providers and Practice Employees. Continued use of the platform after such notice constitutes acceptance of the updated Agreement. Providers acknowledge that this Agreement, including any future updates, remains enforceable without requiring a new signature, unless otherwise required by law.