VeriOp Marketplace Provider Agreement

This Marketplace Provider Agreement ("Agreement") is between VeriOp AI, LLC ("VeriOp") and the licensed clinician accepting it ("Provider"). It governs Provider's participation in the VeriOp patient marketplace (the "Marketplace"), through which patients request and pay for a pre-operative clearance evaluation.

1. Nature of the relationship

1.1 Independent contractor. Provider is an independent licensed professional, not an employee, partner, joint venturer, or agent of VeriOp. Provider controls the manner and means of professional services, sets Provider's own availability, may decline any request, and may practice elsewhere without restriction. VeriOp does not direct clinical care, does not supervise Provider, and does not guarantee any volume of requests.

1.2 VeriOp is a technology platform. VeriOp provides scheduling, patient intake software, secure document handling, communications, and payment collection. VeriOp does not practice medicine or nursing, does not employ clinicians, is not a healthcare provider, and is not a party to the clinician–patient relationship. Provider is solely responsible for the evaluation, the clearance decision, and the documentation of each encounter.

1.3 No fee-splitting or referral payment. The platform fee in Section 6 is consideration for technology and administrative services at fair market value, is not conditioned on the outcome of any evaluation, and is not a payment for referrals. The Marketplace is self-pay; Provider shall not bill Medicare, Medicaid, or any third-party payer for Marketplace evaluations [ATTORNEY: confirm anti-kickback / state fee-splitting analysis, including Florida Patient Brokering Act § 817.505].

2. Eligibility, licensure, and credentialing

Provider represents and warrants, and shall maintain throughout the term, that Provider: (a) is a physician (MD or DO) or an advanced practice registered nurse with an active, unrestricted license in every state in which Provider accepts patients, and holds any prescriptive or telehealth registration those states require; (b) has never been excluded, debarred, or suspended from any federal or state healthcare program and is not on the OIG List of Excluded Individuals/Entities [CONFIRM: monthly LEIE screening in credentialing]; (c) holds professional liability insurance of at least $1,000,000 per claim and $3,000,000 aggregate covering telehealth services [ATTORNEY: amounts], and will provide a certificate on request and notice of cancellation within five days; (d) has no pending disciplinary action, has disclosed all prior discipline, malpractice settlements, and criminal history, and will notify VeriOp within two (2) business days of any change; (e) has completed VeriOp credentialing and will keep licenses, DEA (if applicable), and insurance documents current in the credential vault; and (f) will comply with all laws applicable to the services, including telehealth practice standards, informed-consent, prescribing, and record-keeping requirements of the patient's state.

3. Professional services and standard of care

3.1 Provider shall perform each accepted evaluation personally, within the applicable standard of care, in accordance with the clinical guidelines Provider deems appropriate, and shall issue a written clearance determination (Cleared, Cleared with Conditions, or Not Cleared) with reasoning, or a statement that a clearance cannot be issued and why.

3.2 Provider shall verify the patient's identity and physical location at the time of the visit, confirm Provider is licensed in that state, obtain and document telehealth informed consent, and decline the visit if any of these cannot be satisfied.

3.3 Provider shall review PAT intake output and any AI-generated assessment as decision support only, and shall independently verify history and findings with the patient. Provider is the author of record for every document Provider signs.

3.4 Response times. Provider shall respond to a request Provider has accepted within the time shown to the patient (standard or priority) [CONFIRM current SLA shown at booking], shall complete the visit at the scheduled time, and shall deliver the clearance document within [CONFIRM] 24 hours of the visit. Repeated failures may result in removal from the Marketplace.

3.5 Emergencies and escalation. If Provider identifies a condition requiring urgent care, Provider shall direct the patient to appropriate emergency services and document the instruction.

3.6 Records. Provider is the custodian of the medical record for each Marketplace encounter and shall retain it as required by the laws of Provider's and the patient's states. VeriOp maintains convenience copies as Provider's business associate under the BAA and is not the system of record.

4. HIPAA

Provider is a covered entity for each Marketplace encounter. VeriOp receives, maintains, and transmits PHI on Provider's behalf as a business associate under the VeriOp Business Associate Agreement, which Provider accepts by accepting this Agreement. Provider shall use PHI obtained through the Marketplace only for the patient's care and as permitted by law, shall not download or store PHI outside the Service except in Provider's own compliant medical record, and shall not contact Marketplace patients for any purpose other than their care or as the patient requests.

5. Platform rules

Provider shall not: (a) direct or solicit Marketplace patients to obtain the evaluation or related services outside the Marketplace to avoid platform fees (non-circumvention) during the term and for twelve (12) months after; (b) misrepresent credentials, availability, or affiliation with VeriOp; (c) hold Provider out as an employee or representative of VeriOp; (d) share login credentials or allow another person to perform evaluations under Provider's account; (e) issue a clearance without performing an evaluation; (f) charge a patient any fee outside the Marketplace for the Marketplace evaluation; or (g) use the Service for any purpose other than Marketplace evaluations and Provider's own patients under a separate subscription.

6. Fees and payouts

6.1 Patient fee; platform fee. Patients pay the price displayed at booking (currently standard and priority tiers). VeriOp retains a platform fee of [CONFIRM current split — e.g., $___ or __% ] per completed evaluation and remits the balance ("Provider Payout") to Provider.

6.2 Payment mechanics. Payouts are made through Stripe to the bank account Provider connects [CONFIRM: Stripe Connect / transfer with source_transaction] after the visit is marked complete and the clearance document delivered, in the ordinary course within [CONFIRM] 3 business days. Provider must complete Stripe identity verification and tax onboarding before the first payout.

6.3 Cancellations, refunds, and chargebacks. No payout is owed for a visit that is cancelled, not completed, or refunded to the patient under the 24-hour policy or because Provider did not attend. If a patient chargeback or refund occurs after payout for reasons attributable to Provider (no-show, failure to deliver the document, misconduct), VeriOp may offset the amount against future payouts or invoice Provider.

6.4 Taxes. Provider is responsible for all taxes on Provider Payouts. VeriOp will issue IRS Form 1099 as required. No withholding, benefits, workers' compensation, or unemployment insurance is provided.

6.5 Fee changes. VeriOp may change the patient price or platform fee on thirty (30) days' notice; changes apply to requests accepted after the effective date.

7. Insurance and indemnity

7.1 Provider shall maintain the insurance in Section 2(c) and name VeriOp as a certificate holder [ATTORNEY: additional insured where available].

7.2 Provider shall defend, indemnify, and hold harmless VeriOp and its members, managers, officers, employees, and agents from all claims, damages, fines, and expenses (including reasonable attorneys' fees) arising from Provider's professional services, clinical decisions, documentation, licensure or credential misrepresentation, breach of this Agreement, or violation of law.

7.3 VeriOp shall defend and indemnify Provider from third-party claims that the Service, as provided by VeriOp, infringes a U.S. intellectual-property right, subject to the exclusions and remedies in the Terms of Service.

7.4 The disclaimers and limitations of liability in the Terms of Service apply between the parties; VeriOp's aggregate liability to Provider shall not exceed the platform fees VeriOp retained from Provider's evaluations in the twelve (12) months before the claim.

8. Confidentiality; data

Each party shall protect the other's non-public information. Patient information is governed by Section 4 and the BAA. VeriOp may use de-identified data from Marketplace encounters as described in the Terms and Privacy Policy. Provider grants VeriOp the right to display Provider's name, credentials, licensure states, and photograph in the Marketplace during the term.

9. Term and termination

This Agreement begins on acceptance and continues until terminated. Either party may terminate for convenience on fifteen (15) days' notice; Provider shall complete accepted visits or VeriOp will reassign them. VeriOp may suspend or terminate immediately for loss or restriction of licensure or insurance, exclusion, patient-safety concern, credible complaint, breach of Sections 2–5, or conduct that in VeriOp's reasonable judgment harms patients, the Marketplace, or VeriOp's reputation. Sections 1.2, 3.6, 4, 5(a), 6.3–6.4, 7, 8, 10, and 11 survive.

10. Compliance representations

Provider shall not offer or accept anything of value in exchange for referrals; shall comply with anti-kickback, self-referral, fee-splitting, patient-brokering, corporate-practice, and telehealth laws; and acknowledges that VeriOp may audit compliance with this Agreement on reasonable notice, including reviewing documentation timeliness and completion rates (without access to PHI beyond what the BAA permits).

11. General

Governing law: Florida. Disputes: binding individual arbitration in Miami-Dade County, Florida under the AAA Commercial Rules, with the same carve-outs and class-action waiver as the Terms of Service. Notices: to VeriOp at legal@veriop.ai [CONFIRM alias] and the address in the Terms; to Provider at the email of record. Provider may not assign this Agreement. Electronic acceptance by clicking "I agree" during credentialing is a valid signature. This Agreement, the BAA, the Terms of Service, and the Privacy Policy are the entire agreement between the parties for the Marketplace; in a conflict this Agreement controls for the matters it addresses and the BAA controls for PHI.