Practitioner Agreement.

Last Updated: 9/4/2025

These Terms of Service outline the terms and conditions governing the relationship between Rituali, Inc., a [Delaware] corporation (“we” or “us” or “Rituali”) and you (“you” or “Provider(s)”). Rituali and Provider may be referred to herein individually as a “party” or collectively as the “parties.” These Terms of Service set out the agreement between you and Rituali regarding how you can use the Rituali Services, and what responsibilities you and Rituali have to each other. By using the Rituali Services, you accept and agree to be bound by and abide by these terms of Service.

Rituali is a virtual platform that connects clients with free resources and professional services seeking health and wellness services (“Rituali Clients” or “Clients”). Rituali connects Clients with direct and on-demand access to various health and wellness professionals in different related fields. These services include but may not be limited to (1) acupuncture, (2) massage, (3) nutrition counseling, (4) health and self-care, and (5) related professional services (“Professional Services”). Provider has participated in Rituali’s confidential onboarding process, and Rituali desires to add Provider to its platform as a potential professional services provider (the “Rituali Services”).

Acceptance of the Terms of Service.

You may access the Rituali Services and be listed as a service provider by Rituali only in accordance with these Terms of Service. You represent that you have read, understood, and agree to be bound by these Terms of Service in connection with your access to and/or use of any of the Rituali Services. By using the Rituali Services, you will be deemed to have agreed to the Terms of Service.

Compensation

Provider agrees that Rituali Members shall be guaranteed the lowest minimum advertised, published, displayed, or communicated rates/prices for the Professional Services. Provider may not advertise or offer rates that are lower than the listed rates available to Ritual Members. Provider is responsible for determining and managing the billing process for Rituali Members, including setting fees, generating invoices, and handling payments.

Limitation on Rituali’s Responsibilities

Rituali’s sole responsibility under these Terms of Service shall be to attempt to match certain Rituali clients with Provider to perform the agreed-upon Professional Services. Rituali will not engage in management services for or on behalf of Provider. Ritauli shall have no liability whatsoever to Provider if no Clients are not matched with Provider.

Rituali shall not dictate, determine, or usurp any of the following Provider responsibilities to the extent allowed by state and federal law:

A) Assigning and scheduling Providers’ employees, personnel, and other professionals to work with Rituali Clients;

B) Assuming responsibility for the care of Clients, treating any Client, or providing any clinical, medical, holistic, or professional wellness service;

C) Assuming liability for the clinical or holistic outcome of the Clients;

D) Selecting, hiring, supervising, disciplining, or terminating employees, professionals, or personnel engaged by Provider;

E) Dictating the equipment, supplies, or materials for use by Provider in the evaluation or performance of Professional Services to Clients;

F) Assuming ownership of any client medical or treatment records;

G) Performing any other activity that would violate any applicable law, rule, or regulation if performed by Provider;

H) Adopting policies at the location where Professional services shall be rendered;

I) Meditating or resolving any disputes between Provider and Clients;

Booking and Billing

Rituali reserves the right to be involved in the booking and billing process, including amending the booking and billing structure with Provider or with Clients.

Term and Termination

Either Rituali or Provider can terminate the Rituali Services at any time with respect to Provider. These Terms of Service shall apply to all Professional Services provided to a Client who accessed such Professional Services through the Rituali platform.

Disclaimer of Warranties.

We make no representations or warranties as to the Rituali Services with respect to their accuracy, timeliness, reliability, availability, completeness or otherwise.

WE PROVIDE THE RITUALI SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, EACH OF OUR AFFILIATES, AND ALL SUCH PARTIES’ DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSEES AND LICENSORS (COLLECTIVELY, THE “RITUALI PARTIES”) DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, OR LIABILITY FOR FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAYS IN OPERATION OR TRANSMISSION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Practice Independence

Rituali will not attempt to govern in any way, whether directly or indirectly, the outcome, clinical sufficiency, suitability, reliability, or efficacy of a particular product, service, process, or activity as it relates to the Professional Services of Provider. All decisions regarding the professional practice of Provider shall be based solely upon the judgment of Provider and its employees, agents, and other professionals and shall be made in the Client’s best interests. Rituali will not preclude or otherwise restrict, by penalty or operation, the ability of Provider (including its employees and other professionals) to exercise independent professional judgment over all qualitative and quantitative aspects of the delivery of the Professional Services. Rituali recognizes the independent judgment and clinical decision-making of Provider and Provider’s employees treating and working with Clients.

Standards and Oversight of Professional Activities

The Parties expressly recognize that Provider, at all times and without exception, shall have ultimate authority, control, and direction over all the Professional Services rendered by its employees, agents, physicians, and other professionals engaged by Provider. Provider shall be solely responsible for all clinical, professional, and ethical matters concerning its relationship with the employees, agents, physicians, and other professionals engaged by Provider.

Practice Direction and Control

Rituali will not supervise or control the selection, compensation, terms, conditions, or obligations of Provider’s employees, agents, physicians, and other professionals.

Confidential Information and Materials

Provider will not directly or indirectly (a) publish, disseminate or otherwise disclose, (b) use for Provider’s own benefit or for the benefit of a third party, or (c) deliver or make available to any third party, any Confidential Information or Materials, other than in furtherance of the purposes of these Terms of Service and only then with the prior written consent of Rituali. Provider will exercise all reasonable precautions to physically protect the integrity and confidentiality of the Confidential Information and Materials. Provider will have no obligations of confidentiality and non-use with respect to any portion of the Confidential Information which: (a) is or becomes available to the public by use, publication, or the like, through no breach of these Terms of Service by, or act or omission of, Provider; (b) is obtained from a third party who had no obligation of confidentiality and the legal right to disclose the same to Provider; or (c) Provider already possesses, as evidenced by its written records that predate the receipt thereof from Client. In the event that Provider is required (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, Provider will give Rituali prompt notice thereof so that Rituali may seek an appropriate protective order. Provider will reasonably cooperate with Rituali in its efforts to seek such a protective order.

“Confidential Information” means any and all non-public information of Rituali, Client data, including that of third parties that Rituali has an obligation to maintain, pertaining to Rituali’s technologies, products, intellectual property, finances, operations, and/or business, and whether or not labeled as being confidential information of Rituali.

“Materials” means any business, recruiting, third party, or similar materials of Rituali, which are furnished by Rituali to Provider in order to perform the Professional Services.

Independent Contractor

In the performance of the services in connection with these Terms of Use, it is mutually understood and agreed that Provider is at all times acting and performing as an independent contractor. Nothing under these Terms of Service is intended, nor shall be construed, to create a partnership, an employer-employee relationship, or a joint venture between the parties. Neither party shall have any claim against the other under these Terms of Service or otherwise for workers’ compensation, unemployment compensation, vacation pay, sick leave, retirement benefits, social security benefits, disability insurance benefits, unemployment insurance benefits, or any other benefits. Provider will not in any way represent Provider to be an employee, partner, joint venturer, or agent of Rituali.

Compliance with Laws

Provider shall render Professional Services in compliance with (a) all laws, statutes, directives, ordinances, codes, regulations, rules, by-laws, judgments, decrees, and orders of any governmental or regulatory authority, department, body, agency, court, tribunal, bureau, commission, or other similar body, whether federal, state, provincial, county, or municipal, in the United States and/or in any other jurisdiction(s)) applicable to Provider’s profession, including but not limited to (i) the federal and state anti-kickback and fraud and abuse laws and regulations and laws governing payments to and relationships with healthcare professionals and other customers/potential customers, including 42 U.S.C. §1320a-7b(b) and31 U.S. Code § 3729, ( (ii) federal and state privacy and data protection laws, including, but not limited to, the federal Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act (“HIPAA”), (iii) the United States Foreign Corrupt Practices Act, as amended from time to time, (iv) any law or regulation requiring disclosure of any payments made hereunder ((i)-(iv), collectively, “Applicable Law”);

HIPAA PHI

To the extent (if any) that Rituali Clients disclose “Protected Health Information” or “PHI” as defined in the HIPAA Privacy and Security Rules (45 CFR, Part 160-164) issued pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) to Provider or if Provider accesses, maintains, uses, or discloses PHI in connection with the performance of Services or functions under these Terms of Service, Provider will: (a) not use or further disclose PHI other than as permitted or required by these Terms of Service or as required by law; (b) use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by these Terms of Service, including implementing requirements of the HIPAA Security Rule with regard to electronic PHI; (c) report to Rituali any use or disclosure of PHI not provided for under these Terms of Service of which Supplier becomes aware, including breaches of unsecured protected health information as required by 45 CFR §164.410, (d) in accordance with 45 CFR §164.502(e)(1)(ii), ensure that any subcontractors or agents of Provider that create, receive, maintain, or transmit PHI created, received, maintained or transmitted by Provider on Rituali Client’s behalf, agree to the same restrictions and conditions that apply to Supplier with respect of such PHI; (e) make available PHI in a Designated Record Set (if any is maintained by Provider) in accordance with 45 CFR section 164.524.

Healthcare Standards

Nothing in these Terms of Service is intended nor shall it be construed to waive or limit the obligations of Provider and the healthcare professionals or employees or independent contractors engaged by it to comply with any applicable: (i) accepted ethical standards established by the medical and healthcare profession; (ii) any standards applicable to their professional practice as may be established from time to time; or (iii) standards and obligations established by Practice, including but not limited to such standards as may be established in the standard form of contract between healthcare professionals or employees or independent contractors engaged by Provider.

Provider will render Professional Services diligently and to the highest professional standards.

Indemnification

Provider shall defend, indemnify, and hold harmless Rituali and its members, managers, officers, employees, and agents from and against all claims, demands, liabilities, losses, damages, expenses, fees (including attorneys’ fees and costs), fines, costs, and judgments that may be asserted against or incurred by Rituali arising out of or relating to (i) Provider’s breach of these Terms of Service or (ii) any bodily injury, death, or damage to property caused by Provider or its agent’s acts or omissions.

Insurance

Provider shall maintain in full force and effect commercially reasonable amounts of insurance with financially sound and reputable insurance companies or associations. This insurance should cover risks typically associated with companies engaged in the same or similar businesses.

Taxes

Provider acknowledges and agrees that he/she/they is and shall be solely responsible for withholding or paying any and all applicable federal, state, local, and other taxes from Rituali under these Terms of Service and shall not be treated as an employee of Rituali for federal tax purposes or any other purpose.

Licenses and Permits

Provider has in full force and effect and shall maintain all licenses, permits, and certificates required to perform the Professional Services.

Onboarding

Provider’s written statements, representations, and admissions during Rituali’s confidential onboarding process are true and accurate.

Reliance

Provider has not relied upon any representation or statement not set forth herein by Rituali or Rituali’s agents, representatives, or attorneys regarding the subject matter, basis, or effect of these terms of Service or otherwise.

Use of Name

Provider consents to the use by Rituali of such party’s name on its website or in written materials and oral presentations to current or prospective business partners, investors, or other third parties, provided that such materials or presentations accurately describe the nature of the relationship, including as an “Independent Professional Provider” to Rituali.

Governing Law; Jurisdiction

These Terms of Service, all services provided in connection herewith, and all matters relating to the meaning, validity, or enforceability thereof and the performance of services hereunder shall be governed by the laws of the State of Louisiana, without giving effect to its principles relating to conflicts of laws. The parties hereby agree that the exclusive jurisdiction for any legal proceedings arising out of or relating to these Terms of Service shall be the state and federal courts located in Jefferson Parish, Louisiana. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such proceeding and waives any objection to the venue or jurisdiction in such courts..

Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, THE RITUALI SERVICES.

Artificial Intelligence and Machine Learning

Clients may have the opportunity to interact with certain features within the Rituali Services that leverage artificial intelligence and machine learning capabilities (“AI”) to match with service providers. Any advice or information that received from these AI features are generated electronically using AI, and are not generated by a human.

Rituali may use automated tools, including AI services provided by third-party vendors (such as Google), to assist in matching Providers with Clients. This process may involve analyzing Provider profile information and publicly available information to identify potential matches. Providers acknowledge and consent to the use of such automated tools for matching purposes. Providers do not interact with Clients via AI chat within the our platform at this time. All communication, intake, and service delivery occur outside of the AI chat environment.

AI-generated match suggestions are provided for informational purposes only and do not replace the Provider’s independent judgment regarding the suitability of any Client. Providers remain solely responsible for conducting any necessary intake, screening, or suitability assessments prior to providing applicable services.

Provider profile data, including descriptions of services, credentials, and availability, may be processed by our AI matching tools. Such data will be handled in accordance with our Privacy Policy. AI vendors engaged by Rituali are contractually obligated to protect the confidentiality of profile data, but their processing is also subject to their own privacy policies.

Rituali shall not be liable for any errors, omissions, or delays in AI-generated match suggestions, nor for any consequences arising from reliance on such suggestions.

AI is a rapidly evolving field, and Rituali is working to improve its AI offerings by making them more accurate, reliable, safe and beneficial. However, given the probabilistic nature of AI, use of AI features within the Rituali Services may yield inaccurate results or incorrect advice in some situations. Rituali may modify, suspend, or discontinue the AI-powered matching functionality at any time without notice.

Change of Terms

YOUR ACCESS TO OR USE THE RITUALI SERVICES IS GOVERNED BY THE THEN-CURRENT TERMS OF SERVICE.

We may modify these Terms of Service from time to time in our sole discretion and such modification shall be effective once posted to this site. Your continued access or use of the Rituali Services after we post changes to these Terms of Service will be deemed acceptance of these Terms of Service as modified. We encourage you to check back here for any such changes from time to time.