Terms of Service

This Services Agreement (the “Agreement”) is entered into as of by and between Psycle Health, Inc., a Utah corporation (“Agency”), and ​of Nushama located at​ (“Client”). Together, the “Parties.”
1. Scope of Work & Term. Psycle Health provides evaluation generation services to Client through its proprietary marketing and care coordination platform, including (but not limited to) paid media campaigns deployed through Psycle Health's advertising infrastructure, creative production, AI-powered intake and qualification, care coordination, evaluation scheduling, and pre-screening. This Agreement requires a three (3) month initial term and will automatically renew on a monthly basis unless terminated in accordance with Section 8 (Cancellation Policy).
2. Investment & Payment Terms. Client agrees to the monthly tier investment outlined in the Pricing & Deliverables section. 50% of the initial payment is due upon Launch (Tenatively July 1st). The remaining 50% will be due on the 15th. Recurring monthly payments will continue on the 1st and the 15th of every month, and will be automatically processed via ACH. If payment is not received within fourteen (14) days of the due date, Psycle Health reserves the right to pause services until the balance is paid in full.
3. Service Fees. The fees set forth in this Agreement are all-inclusive and represent the complete financial obligation of Client for the services described herein, including all creative production, campaign management, platform fees, and media investment required to deliver the agreed-upon scope. Psycle Health is responsible for funding and executing all operational components necessary to meet the volume targets outlined in this Agreement. Client shall have no obligation to pay any amounts beyond the fees expressly set forth herein, except as provided in Section 4 (Evaluation Volume Targets). Psycle Health retains sole discretion over the allocation of resources, channels, and expenditures required to deliver the services hereunder.
4. Evaluation Volume Targets. Based on the tier selected by Client, the Parties agree to a monthly target of scheduled, pre-screened patient evaluations as set forth in the Pricing & Deliverables section. Once the tier target has been met, Client may elect to continue scheduling additional evaluations at the per-evaluation rate set forth in the Pricing & Deliverables section, which reflects incremental delivery costs including additional media investment. If Client does not affirmatively elect to continue, Psycle Health may pause booking activity for the remainder of that month to reallocate resources, without penalty or breach of this Agreement. Additional evaluations will be billed on the 1st of the following month for the prior month's activity. If the target is not met, the evaluations will be credited to the following month's volumes. 2026-06-20

Richard Meloff

Richard Meloff

Richard Meloff

515 Madison Ave, 21st Floor, NY, NY 10022

Richard Meloff

Terms & Conditions

5. Healthcare Compliance & Marketing-Based Compensation. The Parties acknowledge that Psycle Health provides marketing and evaluation generation services, and that the fees set forth in this Agreement constitute fair market value compensation for such marketing services. To ensure compliance with applicable healthcare laws, including the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b) and analogous state laws:
(a) All compensation paid by Client to Psycle Health is tied exclusively to the performance of marketing activities~specifically, the scheduling of pre-screened patient evaluations~and is in no way tied to or contingent upon (i) whether a scheduled patient attends the evaluation, (ii) whether a patient is accepted for or proceeds with treatment, (iii) the volume, value, type, or duration of treatment services rendered by Client, or (iv) the source of payment, payer mix, or reimbursement received by Client for any patient.(b) Client shall pay Psycle Health for all scheduled evaluations meeting the pre-screening criteria established by the Parties, regardless of patient attendance, show rate, conversion to treatment, treatment plan selected, or clinical outcome. Psycle Health is not compensated for, and does not bill on the basis of, completed appointments, converted patients, or any clinical or financial outcome at Client's clinic.(c) Psycle Health's pre-screening is limited to marketing-qualified screening (treatment interest, geographic eligibility, basic demographic fit, and modality alignment). All clinical screening, medical eligibility determinations, and treatment decisions remain the sole and independent responsibility of Client and Client's licensed clinical staff. Psycle Health does not engage in the practice of medicine and does not direct or influence Client's clinical decision-making.(d) The Parties have set the fees in this Agreement based on a good-faith determination of the fair market value of the marketing services provided, taking into account the nature and volume of services, market rates for comparable services, and Psycle Health's operational costs in delivering such services."(e) The tiered pricing structure set forth in this Agreement reflects the fair market value of marketing services at varying levels of marketing output, accounting for economies of scale in advertising, creative production, and operational delivery, as well as differences in audience-targeting complexity and acquisition cost associated with Client's selected pre-screening criteria. Clients selecting narrower audience-targeting criteria may be charged different per-evaluation rates than clients selecting broader audience-targeting criteria, reflecting the underlying difference in marketing acquisition cost on a fair market value basis. Tier pricing is calibrated to marketing volume and marketing acquisition cost only and is not, and shall not be construed as, compensation that varies with the volume or value of patient care services, treatments, or federally-reimbursable services rendered by Client. Client's selection of tier is based on Client's independent business decision regarding desired marketing capacity and targeting strategy. Psycle Health receives no additional compensation if scheduled evaluations result in patient attendance, conversion to treatment, additional clinical services, or higher reimbursement to Client."(f) Each Party retains the right, at any time during the term of this Agreement, to request a good-faith review and adjustment of the fees set forth herein to ensure continued alignment with fair market value. Neither Party shall require the other to engage in any conduct that would violate applicable healthcare laws, and any provision of this Agreement found to violate such laws shall be deemed severable without affecting the remainder of the Agreement.

Terms & Conditions

6. Marketing Assets & Platform Ownership. All marketing assets used to deliver the services hereunder~including but not limited to advertising accounts, social media pages, advertising pixels, creative content, landing pages, funnels, AI intake systems, the Evaluation Tracker, and the underlying CRM infrastructure~are owned and operated by Psycle Health. Client receives access to scheduled evaluation data via the Evaluation Tracker for the duration of this Agreement. Client acknowledges and agrees that no marketing assets, ad account access, audience data, or platform infrastructure shall transfer to Client during or upon termination of this Agreement, except as otherwise expressly agreed in writing by the Parties or previously shared from the Client's behalf.
7. Client Responsibilities. Client shall (a) provide Psycle Health with timely and accurate information regarding Client's services, treatment offerings, geographic service area, and clinical capacity necessary to calibrate marketing and pre-screening activities; (b) maintain sufficient clinical and operational capacity to accommodate scheduled evaluations; (c) confirm or update tier selection on a monthly basis; (d) provide Psycle Health with prompt notice of any concerns regarding the quality of scheduled evaluations or pre-screening criteria; and (e) comply with all applicable laws, including healthcare laws and regulations, in the operation of Client's clinic.
8. Cancellation Policy. Either Party may terminate this Agreement following the initial three (3) month term by providing thirty (30) days' written notice via email to [email protected]. Failure to provide timely notice may result in a fee equivalent to one (1) additional month of service. Upon termination, Psycle Health will continue to schedule evaluations for any credited evaluations that have been paid for, but not recieved, in accordance with section 4.
9. Confidentiality. Each Party acknowledges access to the other Party's confidential information, including business details, business development materials, plans, customer information, and technology. Confidential information encompasses any non-public data disclosed to further the purpose of this Agreement. Each Party agrees to maintain the confidentiality of such information during and after the term of this Agreement.
10. Content & Asset Ownership. All content created by Psycle Health in connection with this Agreement~including advertising creative, video and static assets, landing pages, scripts, and patient journey materials~remains the sole and exclusive intellectual property of Psycle Health, Inc. Such content is deployed through Psycle Health's marketing assets for the benefit of Client during the term of this Agreement. No license, transfer, or right to use such content outside of Psycle Health-deployed campaigns is granted to Client. Psycle Health retains the right to repurpose content for educational and marketing purposes unrelated to Client-specific services.
11. Changes. Psycle Health reserves the right to modify its services, channels, and operational approach as needed to deliver the volume targets selected by Client. Adaptability is essential to ensure optimal results. Changes shall be made in good faith and for the benefit of meeting the agreed-upon scope.
12. Guarantees. Psycle Health uses commercially reasonable efforts to meet the monthly evaluation volume targets selected by Client. Psycle Health does not guarantee specific clinical, financial, or business outcomes resulting from scheduled evaluations, including patient attendance, treatment conversion, or revenue. Results may vary based on factors outside Psycle Health's control, including Client's clinical operations, insurance credentialing, scheduling capacity, and patient response.
13. Independent Contractor. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, agency, or fiduciary relationship between the Parties. Neither Party has authority to bind the other except as expressly set forth herein. Client retains full and independent control over all clinical operations, treatment decisions, and patient care.
14. Legal Proceedings. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles. Any legal proceedings arising under or relating to this Agreement shall be brought in the courts of the State of Utah.

EXHIBIT A

This Business Associate Agreement ("Agreement") is entered into between Psycle Health
Inc. ("Psycle Health"), an online marketing and patient referral organization, and the undersigned behavioral health
or medical practice ("Physician Practice").
This Agreement establishes the terms under which Psycle Health will refer prospective patients to Physician
Practice, and governs the limited exchange of Protected Health Information ("PHI") necessary to facilitate those
referrals in compliance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the
HITECH Act.
RECITALS
Psycle Health is an online marketing organization that creates digital marketing tools and campaigns to increase
patient awareness of and access to behavioral and interventional psychiatric treatments.
Physician Practice is a behavioral health or medical practice that provides clinical services to the public, and is a
Covered Entity under HIPAA.
Psycle Health, as a Business Associate under HIPAA, generates and refers patient leads to Physician Practice. In
the course of this referral activity, limited PHI may be disclosed by Psycle Health to Physician Practice on behalf of
prospective patients.
In consideration of the mutual commitments below, and to comply with all applicable legal requirements for the
protection of patient health information, the parties agree as follows:
1. Purpose of the Agreement
The purpose of this Agreement is to enable Psycle Health to refer prospective patients to Physician Practice for
evaluation and treatment. Referrals may relate to, but are not limited to, the following services offered by Physician
Practice:
• Esketamine (Spravato) therapy
• Transcranial magnetic stimulation (TMS)
• Ketamine-assisted therapy
• General interventional psychiatric services
Psycle Health's role is limited to patient outreach, education, and lead generation. Psycle Health
does not provide clinical services and does not direct patient care.
2. Authorized Persons to Use and Disclose Protected Health Information
Psycle Health’s Care Coordination Team, as authorized representatives of Psycle Health Inc., may access and
transmit the following PHI on behalf of prospective patients to Physician Practice:
• Medical records relevant to the referred patient’s condition
• Mental health records relevant to the referral
• Health Insurance Information
Information flows only from Psycle Health to Physician Practice for the purpose of facilitating
patient referrals. Physician Practice shall not share or re-disclose this PHI beyond what is
necessary to evaluate and treat the referred patient.
3. HIPAA Compliance and Safeguards
3.1 Appropriate Safeguards. Psycle Health shall implement administrative, physical, and technical safeguards
that reasonably and appropriately protect the confidentiality, integrity, and availability of electronic PHI that it
creates, receives, maintains, or transmits on behalf of Physician Practice, as required by the HIPAA Security Rule.
3.2 Securing Protected Health Information. Psycle Health will comply with applicable HHS guidance (including
74 Fed. Reg. 19006) and HITECH Act requirements governing the protection of PHI. Psycle Health shall ensure
that any subcontractor, vendor, or agent receiving PHI implements equivalent safeguards.
3.3 Duty to Mitigate. In the event of an unauthorized use or disclosure of PHI, Psycle Health shall take immediate
steps to mitigate any harmful effects, including obtaining confidentiality assurances from unintended recipients or
arranging for destruction of the information where appropriate.
3.4 Termination for Cause. Upon a party’s knowledge of a material breach by the other party, the non-breaching
party shall provide written notice and a reasonable opportunity to cure. If the breach is not cured within the specified
period, or if cure is not possible, the non-breaching party may immediately terminate this Agreement.
4. Term and Validity
This Agreement becomes effective on the date of execution by both parties and shall remain in effect until
terminated by either party with thirty (30) days’ written notice, or immediately upon a material breach as described
in Section 3.4.
Upon termination, Psycle Health shall return or securely destroy all PHI associated with Physician Practice’s
patients, to the extent feasible and as required by applicable law.
5. Acknowledgments
5.1 Physician Practice acknowledges that information received under this Agreement may be subject to re-
disclosure by Physician Practice and would then no longer be protected by federal privacy regulations.
5.2 Psycle Health agrees to indemnify and hold Physician Practice harmless from claims directly arising out of
Psycle Health’s breach of its obligations under this Agreement.
5.3 Any ambiguity in this Agreement shall be resolved in a manner that permits Physician Practice, as a Covered
Entity, to comply with applicable HIPAA Rules.
5.4 This Agreement does not create an exclusive referral arrangement. Physician Practice may receive referrals
from other sources, and Psycle Health may refer patients to other practices.
5.5 There is no financial compensation exchanged between the parties solely for the act of patient referral.