Professional Listing Agreement

Mind Friend Inc. · Version 3.1 · Last updated 22 September 2026

For independent mental-health Professionals listing on MindFriend. You accept this Agreement when you complete registration. It should be read with the Terms and Conditions and the Privacy Policy.

1. Parties and definitions

This Agreement is between Mind Friend Inc. ("MindFriend", "we", "us") and you, the Professional. Mind Friend Inc. is a corporation registered in the State of Delaware, United States (Delaware File No. 10723358). Registered office: 251 Little Falls Drive, Wilmington, New Castle County, DE 19808, USA. Registered agent: Corporation Service Company. General enquiries: talk@mindfriend.com. Legal enquiries: legal@mindfriend.com. Website: www.mindfriend.com.

"Platform" means the MindFriend website, apps and related services. "Client" means an individual who books you through the Platform. "Session" means an appointment with a Client by video, phone or chat through the Platform. "Session Fee" means the fee you set for a Session. "Platform Fee" means MindFriend's fee under Section 8. "Territory" means the United Kingdom and the United States. "Promotional Video" has the meaning in Section 12.

2. Nature of the relationship

You are an independent practitioner. Nothing in this Agreement creates an employment, agency, partnership or joint-venture relationship, and you are not entitled to employee benefits from MindFriend. MindFriend operates the Platform and facilitates discovery, booking, payment processing and communication; it is not a healthcare provider, the treating clinician, your clinical supervisor, or a referral service. You alone provide the clinical service, exercise clinical judgement, and are responsible for your licensing, registration, insurance, professional conduct, clinical decisions and clinical records. MindFriend does not endorse or recommend any Professional, and listing is not a referral or a guarantee of bookings.

3. Eligibility, credentials and registration

You confirm and will maintain that you:

• hold the registration or licence required for your profession where you practise — in the United Kingdom, registration with a statutory regulator or a Professional Standards Authority-accredited register appropriate to your profession; in the United States, an active, unrestricted licence from the licensing board of each state in which you serve Clients, or lawful authorisation under an applicable interstate compact, which you will state on your profile;

• are in good standing with each such body and are not subject to conditions, suspension or investigation that would affect your ability to serve Clients;

• serve a Client only while the Client is located somewhere you are permitted to practise, and confirm the Client's location before each Session where the law or good practice requires it;

• hold professional indemnity or malpractice insurance appropriate to your practice and location (Section 13); and

• will update your profile within 5 days if any registration, licence, insurance, location, fee or availability changes.

MindFriend carries out administrative checks of the information you declare, at registration and periodically afterwards, using what you provide and public registers where available. These checks are not a certification or endorsement and do not guarantee your standing. We may require additional evidence, and may suspend or remove a listing on verification, eligibility or safeguarding grounds.

4. Your profile and content

You are responsible for the accuracy and lawfulness of your profile: your name, title, qualifications, registrations, licences and the states or countries you serve, specialisms, fees, availability and any text, photos or video. Titles and claims must be consistent with your registration and your professional body's rules on advertising. You must not make claims of outcomes or cures. MindFriend may format, review, decline or remove profile content that appears inaccurate, unsafe, misleading, outside your scope or inconsistent with the Platform's rules, and will not materially change the substance of your content without your consent.

5. Ranking, visibility and transparency

Client search results are ordered mainly by relevance to the Client's search criteria and filters (specialism, language, price, session type, location and availability), then by profile completeness and recent availability. Ranking does not depend on the Platform Fee, on any payment to MindFriend, or on your provision of a Promotional Video. This Section is a transparency disclosure; it creates no entitlement to a particular ranking, and ranking is not an endorsement.

6. Use of the Platform

Communicate with Clients through the Platform's messaging, chat and video tools. Do not input, upload or disclose any Client personal data, health information or session content to any third-party artificial-intelligence tool or service; this does not apply to features MindFriend itself provides within the Platform. Do not use the Platform to solicit Clients to a competing service, to harvest data, or in breach of applicable law or professional rules. Keep your login secure and tell us immediately at talk@mindfriend.com of any suspected unauthorised access.

7. Conduct of Sessions and professional duties

You deliver Sessions with your own clinical judgement and within your competence, and you comply with your professional body's ethical code, your duty of confidentiality and its lawful limits, and your safeguarding, mandatory-reporting and duty-to-warn obligations where you and the Client are located. You must know your Client's physical location at the start of each Session. MindFriend does not monitor Sessions and cannot discharge these duties for you. Neither you nor the Client may record a Session without the other's prior written consent; MindFriend does not record Sessions.

The Platform is not for emergencies. If a Client presents an emergency, direct them to local emergency services (999 or NHS 111 in the United Kingdom; 911 or 988 in the United States) and follow your professional obligations.

8. Fees, payment and the Platform Fee

You set your Session Fee and cancellation policy; both are shown to Clients before they book. Clients pay the Session Fee through Stripe. MindFriend charges you a Platform Fee of 5% of each Session Fee for Sessions booked and completed through the Platform; this is the only fee MindFriend charges and it is a charge for the platform service, not a share of the clinical fee. The Platform Fee is collected through Stripe from each Session Fee, and your share is paid to the Stripe account you connect at onboarding. To receive payment you must complete Stripe's onboarding, including the tax information Stripe requests. Refunds due to a Client under the Client Service Agreement are made from the Session Fee; where a Session is refunded in full the Platform Fee on it is not charged.

You are responsible for your own tax and statutory obligations on the fees you receive, including, in the United Kingdom, income tax, National Insurance and VAT where applicable, and in the United States, federal and state income and self-employment taxes. Payment timing, holds and dispute handling follow the Stripe Connected Account Agreement you accept at onboarding and the payment terms shown in your dashboard.

9. Confidentiality

You will keep confidential all Client information and all non-public information about the Platform, and use Client information only to provide your services and meet your professional obligations. This Section does not restrict disclosures your professional or legal duties require.

10. Client relationships

Clients are free to work with you outside the Platform, and you are free to accept them; MindFriend charges no fee on work arranged outside the Platform. You must not use Platform messaging to move a Client off the Platform in a way that misleads them about the terms that will apply.

11. Intellectual property and licence

The Platform and the MindFriend and Olive Friend names and logos are owned by or licensed to Mind Friend Inc. You retain ownership of your profile content and grant MindFriend a non-exclusive, royalty-free licence to use, reproduce, display and adapt it for the purpose of operating the Platform and showing your listing to Clients during the term, and after termination for record-keeping only. Promotional use of your video, image, voice or likeness beyond your profile is governed only by Section 12 and requires your separate consent.

12. Promotional Videos and likeness

Scope. This Section applies only to promotional or introductory video, audio, photographs and accompanying text that you choose to provide for promotional use ("Promotional Video"). It never applies to any Session, any recording involving a Client, or any Client information.

Optional and separate. Providing a Promotional Video, and permitting its promotional use, is optional. It is not a condition of listing, ranking or receiving bookings. You grant the licence in this Section only by giving the separate consent shown when you upload each Promotional Video, and only for the uses you select there: (a) the MindFriend website and apps and MindFriend's own social-media channels; and (b) if separately selected, paid advertising placed by or for MindFriend on other platforms.

Licence. For each Promotional Video and use you consent to, you grant MindFriend a non-exclusive, royalty-free, worldwide licence, revocable as set out below, to reproduce, distribute, display and adapt the Promotional Video, together with your name, professional title, image, likeness and voice as they appear in it, to promote the Platform and your listing on it.

Editing. MindFriend may trim, crop, resize, caption, subtitle, add MindFriend branding, and combine the Promotional Video with other content, including compilations with other Professionals. MindFriend will not change the substance or order of what you say in a way that alters its meaning; dub or replace your voice; use artificial intelligence to generate, alter or synthesise your voice, image or likeness; present you as endorsing any clinical claim, outcome or product you did not endorse; or use the Promotional Video alongside political, sexual, discriminatory or otherwise reputationally damaging content.

Your confirmations. You confirm that you own or control the rights in the Promotional Video and have written permission from anyone else who appears or is heard in it; that it contains no Client, no Client information and no music, images or other material you are not licensed to include; that what you say in it is accurate, within your competence and consistent with your professional body's advertising rules; and that you will tell us at talk@mindfriend.com within 5 days if any credential or status mentioned in it changes.

Duration and withdrawal. The licence lasts for the term of this Agreement and for 60 days after it ends. You may withdraw consent for any Promotional Video at any time from your dashboard or by emailing talk@mindfriend.com. After withdrawal or termination, MindFriend will stop new placements immediately, remove the Promotional Video from the MindFriend website, apps and social channels within 14 days, and from third-party advertising within 30 days, except that advertising already booked and paid for may complete its scheduled run for up to 90 days. MindFriend may keep one archived copy, not for publication, as a record of what was published, and is not responsible for copies made by third parties before removal.

Advertising rules. MindFriend is responsible for the advertising in which a Promotional Video appears complying with applicable advertising rules, including the UK CAP Code and the US FTC Act and Endorsement Guides. Where a Promotional Video includes statements about MindFriend rather than about your own practice, MindFriend will disclose your connection to the Platform. No fee, benefit or ranking advantage is given for providing a Promotional Video.

Data protection. Your image, voice and name in a Promotional Video are personal data. MindFriend processes them on the basis of the consent you give at upload, which you may withdraw as above; withdrawal does not affect use before withdrawal.

13. Insurance

You will hold professional indemnity or malpractice insurance appropriate to your practice and to each country and state in which you serve Clients, will provide evidence on request, and will tell us if cover lapses. MindFriend does not insure your services.

14. Data protection

Mind Friend Inc. is responsible for the personal data the Platform processes: your Professional account and profile, the Client's account and booking records, payment records, support and security logs, the transmission and 14-day storage of messages and in-session chat, and video and audio technical metadata, as described in the Privacy Policy. You are separately responsible for the clinical use of what Clients share with you and for the clinical records, notes, treatment decisions, consents and safeguarding records you create, under your own privacy notice and professional obligations. MindFriend does not create, hold or access clinical notes and does not record Sessions.

If you are located in the United States and are subject to the Health Insurance Portability and Accountability Act (HIPAA) as a covered entity, tell us at legal@mindfriend.com before serving Clients through the Platform so that the appropriate arrangements can be put in place. You remain responsible for complying with all confidentiality laws that apply to your practice.

15. Responsibility and liability

You are responsible for your clinical care, professional conduct, licensing, insurance, clinical decisions and clinical records, and you will compensate MindFriend for loss it suffers because of claims arising from your professional services, your breach of this Agreement, or your breach of applicable law or professional rules, limited to loss caused by your own acts or omissions. Mind Friend Inc. is responsible for operating the Platform, for the personal data it processes and for the payment-processing arrangements it controls, to the extent required by law. The Platform is provided "as is"; MindFriend does not promise uninterrupted or error-free operation or any level of bookings. To the extent permitted by law, neither party is liable to the other for indirect or consequential loss, or for loss of profit, data or goodwill. Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be excluded.

16. Term and termination

This Agreement starts when you accept it and continues until terminated. You may terminate on 30 days' written notice to talk@mindfriend.com and must honour confirmed bookings during the notice period unless otherwise agreed. MindFriend may suspend or terminate immediately if your registration or licence lapses, is suspended or revoked; if you breach this Agreement; on safeguarding or verification grounds; or if you act fraudulently or unlawfully; and may otherwise terminate on 30 days' written notice. On termination your listing is removed, confirmed Sessions are honoured or refunded to the Client, fees earned are paid out under Section 8, and Sections 9, 11, 12 (duration and withdrawal), 14, 15 and 17 continue to apply.

17. Dispute resolution and governing law

Raise any dispute first at talk@mindfriend.com; we aim to respond within 5 working days and to resolve disputes within 30 days. If you are located in the United Kingdom, this Agreement is governed by the law of England and Wales and the courts of England and Wales have jurisdiction, and any mandatory rules applying to business users of online platforms in the United Kingdom are preserved. If you are located in the United States, this Agreement is governed by the laws of the State of Delaware and the state and federal courts located in Delaware have jurisdiction.

18. General

MindFriend may amend this Agreement on at least 30 days' written notice to your registered email; material changes are not applied retroactively and take effect only after the notice period. Continued use after the notified effective date is acceptance. You may not assign this Agreement without our written consent; MindFriend may assign it to a successor in business. If any provision is unenforceable the rest continue. This Agreement, the Terms and Conditions and the Privacy Policy are the entire agreement between you and MindFriend about your listing. This Agreement is in English and the English version prevails.

19. How this Agreement is accepted

You accept this Agreement digitally by completing registration and clicking "I agree". MindFriend records the version accepted, its date, and a timestamped record of the acceptance including date, time, IP address and device. If we update this Agreement we notify you by email; continued use after the notified effective date is acceptance of the updated version.

20. Contact

Professional support: talk@mindfriend.com. Legal enquiries: legal@mindfriend.com. Mind Friend Inc., 251 Little Falls Drive, Wilmington, New Castle County, DE 19808, USA.