Veterinarian Independent Contractor Agreement

1. Parties

This Independent Contractor Agreement ("Agreement") is entered into between Pawsitive Telehealth ("Company," "Platform," "we," or "us") and the veterinarian completing the application ("Veterinarian," "Vet," "you," or "Contractor"). This Agreement becomes effective upon activation of your Pawsitive Telehealth account.

2. Independent Contractor Status

You are an independent contractor, not an employee of Pawsitive Telehealth. Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, franchise, or agency relationship between you and the Company. You explicitly agree and acknowledge:

• You will not be eligible for any employee benefits, including health insurance, retirement plans, paid time off, workers' compensation, or unemployment insurance through the Company.
• You are solely responsible for all federal, state, and local taxes on your earnings, including self-employment taxes. The Company will issue IRS Form 1099-NEC for total annual payments of $600 or more.
• You retain full control over how, when, and where you provide veterinary services, subject to compliance with applicable law and these Terms.
• You may perform services for other clients, businesses, or platforms, provided such services do not violate any applicable laws or this Agreement.
• The Company does not direct or control the manner in which you provide veterinary services — you exercise independent professional judgment in all clinical decisions.

3. Services

As a Contractor on the Platform, you agree to:

• Provide veterinary telehealth consultations to clients you bring to the Platform through your own marketing, referrals, and existing client relationships.
• Maintain your own booking page at pawsitivetelehealth.com/[your-slug], which you are responsible for sharing with your clients.
• Pawsitive Telehealth does not provide, source, or guarantee any client leads, referrals, or bookings. All client acquisition is your responsibility.
• Respond to booked appointments in a timely and professional manner.
• Maintain complete and accurate medical records for every telehealth consultation.

4. Compensation & Fees

You set your own consultation rate. The Company charges a 10% platform fee on each completed consultation. Your payout is 90% of the consultation fee, less Stripe payment processing fees (typically ~2.9% + $0.30 per transaction). Your effective take-home will be slightly less than 90% due to these third-party payment fees, which Pawsitive Telehealth does not control or profit from. Payouts are made automatically to your connected Stripe account following completion of each consultation. The Company reserves the right to adjust the platform fee with 30 days' written notice.

5. Licensing & Legal Compliance

You represent, warrant, and covenant at all times during use of the Platform that:

• You hold a valid, active, and unrestricted DVM or VMD license in every state where you provide telehealth services — specifically, in every state where a client's animal is physically located at the time of consultation.
• You will immediately notify the Company if your license is suspended, revoked, restricted, or subject to disciplinary action in any jurisdiction.
• You will comply with all applicable federal and state veterinary practice acts, telehealth regulations, and VCPR (Veterinarian-Client-Patient Relationship) requirements for each jurisdiction in which you practice.
• You understand that telehealth laws vary significantly by state. In states that do not permit virtual VCPR establishment, you will limit services to general guidance and triage only, as required by law.
• You will comply with all state-specific prescribing limitations applicable to telehealth (e.g., 14-day limits in AZ, FL, OH; 6-month general limits in CA) and will not prescribe controlled substances via telehealth under any circumstances.
• Where required by state law, you will file any mandatory board notifications prior to practicing telehealth (e.g., Georgia's one-time Board notification requirement).
• You will obtain and maintain professional liability (malpractice) insurance in amounts appropriate for your practice, and will provide proof of coverage upon the Company's request.

6. Standard of Care

You agree to provide veterinary services at the same standard of care required for in-person consultations. You are solely responsible for:

• All clinical decisions, diagnoses, treatment recommendations, and prescriptions you provide
• Determining on a case-by-case basis whether telehealth is appropriate for a given animal's condition
• Recommending in-person care whenever the animal's condition cannot be adequately assessed via telehealth
• Ensuring clients are aware of emergency resources when applicable
• Maintaining the confidentiality and security of all client and patient information

The Company is a technology intermediary only and assumes no liability for your clinical decisions or the outcomes of any consultation.

7. Client Relationships

You are responsible for acquiring and maintaining your own client base. The Company makes no representation that use of the Platform will result in any minimum number of bookings or revenue. The client relationship is between you and your clients — the Company is not a party to the veterinarian-client relationship and does not direct the clinical care you provide.

8. Confidentiality

You agree to maintain the confidentiality of all client and patient information in accordance with applicable veterinary privacy laws and professional ethics standards. You will not disclose client information to any third party except as required by law or with the client's explicit consent. This obligation survives termination of this Agreement.

9. Account Suspension & Termination

The Company reserves the right to suspend or permanently terminate your account at any time, for any reason or no reason, at our sole discretion, with or without prior notice. Without limiting the foregoing, your account may be suspended or terminated immediately for:

• Suspension, revocation, or restriction of your veterinary license in any jurisdiction
• Practicing telehealth in states where you are not licensed
• Violating applicable state telehealth laws, VCPR requirements, or prescribing limitations
• Providing false or misleading information during application or on the Platform
• Conduct that harms clients, the Platform, or the Company's reputation
• Failure to maintain professional liability insurance
• Non-compliance with any provision of this Agreement
• Any reason the Company deems appropriate in its sole discretion

Upon termination: (a) your access to the Platform and booking page will be immediately revoked; (b) pending payouts for completed consultations will be paid in the ordinary course; (c) future bookings on your calendar will be cancelled and clients refunded; (d) you remain bound by confidentiality and record-keeping obligations. Termination does not limit any other rights or remedies available to the Company.

10. Intellectual Property

All software, branding, and technology comprising the Platform are the exclusive property of Pawsitive Telehealth. You are granted a limited, non-exclusive, revocable license to use the Platform solely to provide services under this Agreement. You retain ownership of any content you create (consultation notes, bio), but grant the Company a limited license to display your profile information on the Platform for the purpose of client booking.

11. Indemnification

You agree to indemnify, defend, and hold harmless Pawsitive Telehealth, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your provision of veterinary services; (b) your violation of any applicable law or regulation; (c) your breach of this Agreement; (d) any claim by a client related to your clinical care; or (e) your misrepresentation of your licensing status.

12. Limitation of Liability

To the maximum extent permitted by law, the Company's total liability to you for any claims arising under this Agreement shall not exceed the platform fees paid to the Company in the 3 months preceding the claim. The Company is not liable for lost profits, lost clients, or any indirect, incidental, special, or consequential damages.

13. Dispute Resolution

Any dispute arising from or relating to this Agreement shall be resolved through binding arbitration under the rules of the American Arbitration Association, seated in Florida. The arbitration shall be conducted by a single arbitrator. Each party bears its own legal fees unless the arbitrator finds a claim frivolous. Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

14. Governing Law

This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles.

15. Entire Agreement & Modifications

This Agreement, together with the Platform's Terms of Service and Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior discussions and agreements. The Company may modify this Agreement at any time. Continued use of the Platform after notice of modifications constitutes acceptance of the updated terms. We will notify you of material changes by email.