Provider Technology Services Agreement

1. Parties

This Provider Technology Services Agreement is between Petri Wai (“Platform Operator”) and each mental-health professional who offers or provides services through Innerbloom Mind and Wellness (“Provider”).

As of 8 October 2026, the Provider using the site is Rejean M. Lopez, RPsy, RPm, LPT, CHRA. Each additional professional who later lists services, accepts a client originated on the site, joins a room as the counselor, or receives a client payment through the site becomes a Provider under this agreement at that moment.

Petri Wai (“Platform Operator”) provides the website, software, video-room links, and payment tools of Innerbloom Mind and Wellness at innerbloommindandwellness.com. The Platform Operator is an information-technology service provider only. The Platform Operator is not Rejean M. Lopez, is not any other mental-health professional, and does not practice psychology, counseling, medicine, or any other health profession. Nothing in this agreement authorizes the Platform Operator to practice a profession or to control the practice of one.

2. What the Platform Operator provides

The Platform Operator provides a website, a public description the Provider supplies, a request form that opens the visitor’s email, a video-room link, and optional payment checkout. These are technology services.

The Platform Operator does not provide clinical staffing, clinical supervision, emergency coverage, a medical record, marketing of a particular diagnosis, or a promise of clients. The Platform Operator does not guarantee uptime.

3. Independent professional — no employment, partnership, or agency

The Provider is an independent professional. The Provider is not an employee, partner, joint venturer, or agent of Petri Wai, and Petri Wai is not an employee or agent of the Provider. Neither may bind the other.

The Provider has no authority to say, and will not say, that Petri Wai employs the Provider, supervises the care, guarantees the care, or is in practice with the Provider. The Provider may say that the Provider uses Innerbloom Mind and Wellness as scheduling and video technology operated by Petri Wai.

The Provider controls the manner and means of all clinical work: whether to accept a person, the modality, the fee for care, the length and number of sessions, termination of care, and referral. Displayed office hours are the Provider’s settings, not a shift assigned by Petri Wai.

Nothing here is a partnership under the laws of Illinois, the Philippines, or anywhere else. The public must not be given the impression of a group practice owned by Petri Wai.

4. License, scope, and location of the client

The Provider warrants that the Provider holds every license, registration, and permit required for the services the Provider offers, including registration with the Professional Regulation Commission where Philippine law requires it, and that each credential shown on the site is current and not misleading.

The Provider will offer only services within the Provider’s scope and competence. The Platform Operator’s software must not be used to deliver a service the Provider is not allowed to deliver.

The Provider, not the Platform Operator, determines whether the Provider may serve a client who is physically located outside the Provider’s place of licensure, including overseas Filipino workers. If the Provider cannot lawfully or ethically proceed, the Provider will decline.

The Platform Operator may ask for a copy of a license or a public verification link and may hide a listing if the Provider does not provide it. Checking a license is a marketplace safety step. It is not clinical supervision, credentialing for a hospital, or a warranty to the public.

5. Informed consent, emergencies, and records

The Provider alone obtains informed consent that meets the standard of the Provider’s profession and the laws that apply, including discussion of telehealth risks, fees, confidentiality and its limits, and alternatives. The Client Acknowledgment on this site is not that consent and does not satisfy it.

The Provider maintains the clinical record. The Platform Operator does not create, own, or access psychotherapy notes. The Provider will not send session notes, test protocols, or treatment plans to the Platform Operator’s notice address or store them in the website.

The Provider is solely responsible for crisis planning with the Provider’s own clients, including what a client should do between sessions. The Platform Operator provides no on-call coverage and has no duty to the Provider’s clients. A helpline list on the site does not transfer that duty.

If the Provider treats a minor, the Provider alone determines and documents the legal authority of the adult who requested the time, and the minor’s assent where required.

6. Data-protection roles

For clinical personal information, the Provider is the personal-information controller (and, where applicable, the covered entity). The Platform Operator is not the Provider’s medical-records vendor.

The booking path is designed so the client emails the Provider directly. The Provider is responsible for the security and retention of that inbox and for responding to the client’s privacy rights about clinical information.

If the Provider is a U.S. HIPAA covered entity, the Provider will not use the site to store or transmit protected health information unless a written business-associate agreement with the Platform Operator is executed first. The Provider acknowledges that ordinary email and a public Jitsi room are not, by themselves, a HIPAA-compliant channel.

The Provider will not represent that the site is HIPAA-compliant, GDPR-certified, or certified by the National Privacy Commission.

7. Insurance

The Provider will maintain professional liability insurance with limits reasonable for the Provider’s license, modality, and telehealth practice, or will be able to show another lawful arrangement that covers the services. The Provider will give proof on request.

The Platform Operator’s own insurance, if any, does not cover the Provider’s clinical services and is not a substitute for the Provider’s policy. The Provider will not tender a clinical claim to the Platform Operator as if the Platform Operator were the insurer or the employer.

8. Fees, and no fee-splitting

Professional fees belong entirely to the Provider. The Platform Operator does not set them, does not sell clinical services, and does not receive a referral fee or a percentage of a professional fee.

If the site’s checkout collects a professional fee into an account the Platform Operator can access, the Platform Operator acts only as a limited collection agent, holds the funds for the Provider, and will remit them to the Provider on the schedule they agree in writing, less only (a) the actual third-party processing charge disclosed to the Provider and (b) a technology-service fee that is stated in a written schedule signed by the Provider.

Any technology-service fee must be a flat subscription or another amount that does not vary with the clinical value, diagnosis, or outcome of a service. It must not be a commission for sending a client. Until a written schedule is signed, the Platform Operator claims no technology-service fee and no share of professional fees, and any amount collected as a session fee is owed to the Provider, less actual card-processing charges if those were deducted by the payment company.

The Provider is responsible for taxes on professional fees, for receipts to clients, and for chargebacks on professional fees. The Platform Operator is responsible for taxes on its own technology-service fees only.

This section is intended to avoid prohibited fee-splitting and the corporate practice of a profession. If a statute requires a stricter structure, the Provider and the Platform Operator will follow the stricter structure, and any non-conforming percentage is void.

9. Provider content

The Provider grants the Platform Operator a non-exclusive license to display the Provider’s name, credentials, photograph, biography, fees, and hours solely to operate the site. The license ends when the listing is removed, except for copies already in backups or required records, which will not be publicly displayed.

The Provider warrants that this content is accurate and that the Provider has the rights to it. The Provider will update the Platform Operator when a credential, fee, or photo changes.

10. Conduct on the tools

The Provider will not record a session unless every participant has consented and the law allows it. The Provider will not use a video room for group treatment unless every participant’s consent and the Provider’s license cover that group.

The Provider will not use the site to contact a person who has not asked to be contacted, and will not export client information into an unrelated marketing list.

11. Removal

The Provider may stop using the site at any time, and remains responsible for clients the Provider has already accepted, including an appropriate ending or referral. Stopping use does not end those clinical duties, and does not move them to the Platform Operator.

The Platform Operator may suspend tools or remove a listing if a credential lapses, insurance proof is refused, this agreement is breached, or continued listing creates a legal or security risk. Removal is not a clinical termination of any client and is not discipline of a professional. The Provider handles notice to the Provider’s own clients.

12. Indemnity

The Provider will defend, indemnify, and hold harmless Petri Wai and Petri Wai’s successors from and against any claim, demand, loss, and reasonable legal cost brought by a client or anyone else arising out of: the Provider’s services; the Provider’s license or scope; informed consent; clinical records; confidentiality; a crisis or harm connected to a client of the Provider; fees for care; Provider content; or the Provider’s breach of this agreement or of law.

The Platform Operator will give prompt notice of a claim, will not admit clinical fault on the Provider’s behalf, and will allow the Provider to control the defense of a purely clinical claim with counsel reasonably acceptable to the Platform Operator. The Platform Operator may participate with its own counsel at its own expense.

The Platform Operator will indemnify the Provider against a third-party claim that the unmodified site software infringes that third party’s intellectual-property right, except to the extent the claim arises from Provider content, a combination the Provider required, or the Provider’s continued use after notice of the claim. This is the only indemnity the Platform Operator gives.

13. Limitation of the Platform Operator’s liability

To the fullest extent the law allows, the Platform Operator is not liable for the Provider’s clinical outcomes, clients, regulatory matters, or taxes. The Platform Operator is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost clients.

To the fullest extent the law allows, the Platform Operator’s total liability to the Provider under this agreement will not exceed the technology-service fees the Provider actually paid to the Platform Operator in the three months before the claim, or one hundred U.S. dollars (US$100) if no such fees were paid. Professional fees collected as agent and remitted, or owed, to the Provider do not count toward this cap and remain payable to the Provider.

These limits do not apply to the Platform Operator’s fraud or willful misconduct, to the Platform Operator’s obligation to remit professional fees it actually holds as collection agent, or to liability that cannot legally be limited.

14. Term

This agreement begins when the Provider first accepts it, including by the conduct described in section 1, and continues until the Provider stops using the site and the listing is removed. Indemnity, role separation, fee-remittance, records responsibilities, and liability limits survive.

15. Disputes between Provider and Platform Operator

The Provider and the Platform Operator will first try to resolve a dispute about this agreement by written notice to the other and a 30-day discussion.

This agreement is governed by the laws of the State of Illinois, excluding conflict-of-law rules, except where a non-waivable professional rule or a Philippine statute governing the Provider’s license requires otherwise. Those professional rules govern the Provider’s practice even if they differ from this agreement.

Venue for an action about this agreement, if it may be brought in the United States, is the state courts of Sangamon County, Illinois, or the United States District Court for the Central District of Illinois. A non-waivable forum required for a professional-license dispute remains available.

This agreement is a commercial agreement between independent professionals. It is not construed as a consumer contract. Ambiguities are not construed automatically against the drafter.

16. Other terms

This agreement, together with any written fee schedule later signed by the Provider, is the whole agreement about technology services. It does not modify the Provider’s duties to clients. If it conflicts with the public Terms of Use on a point about clinical responsibility, this agreement controls between the Provider and the Platform Operator, and the public terms still tell clients that the Provider, not the Platform Operator, is responsible for care.

If a provision is unenforceable it is modified to the minimum extent required. The Provider may not assign a clinical duty. The Platform Operator may assign this agreement to a successor operator of the software.

Notices to the Platform Operator go to notices@innerbloommindandwellness.com. Notices to the Provider go to the clinical email the Provider publishes, which as of 8 October 2026 for Rejean M. Lopez is rej1213lopez@gmail.com. That clinical address is not a notice address of the Platform Operator.

Electronic acceptance is valid under the Illinois Uniform Electronic Transactions Act and the Philippine Electronic Commerce Act (Republic Act No. 8792). A signed copy should still be kept. Use of the platform without a signature is acceptance, not a substitute the Provider should rely on instead of signing.