Provider Agreement

1. Parties, Scope and Acceptance

This Provider Agreement (the “Agreement”) is entered into between GradeCircle, a company registered in Delaware with corporate headquarters at 4208 Six Forks Road, Suite 1000, Raleigh, NC 27609, operating the Heyzl platform (“Heyzl”, “we”, “us”), and the healthcare provider, practice, clinic or hospital accepting it (“Provider”, “you”).

You accept this Agreement by clicking to accept it, by submitting a provider application, or by publishing a listing or an offer on the platform — whichever occurs first. If you accept on behalf of an organization, you represent that you are authorized to bind that organization.

Acceptance is recorded by version. Where we publish a materially revised version, continued use of the platform requires acceptance of that version, and we will not treat acceptance of an earlier version as acceptance of a later one.

2. What the Platform Is, and What It Is Not

Heyzl operates a marketplace. A patient describes the care they need as a structured request; qualified providers respond with itemized offers; the patient compares those offers and may book one.

• Heyzl is a technology and coordination platform. It is not a healthcare provider, hospital, clinic, insurer, or medical practice.
• Heyzl does not practice medicine, does not provide medical advice, diagnosis or treatment, and does not direct or supervise clinical care.
• Heyzl does not guarantee any volume of patient requests, offers accepted, bookings, or revenue.
• You alone determine whether to accept a case, what to offer, and what care to deliver. You retain sole clinical authority and sole clinical responsibility.
• Nothing in this Agreement creates a partnership, joint venture, employment, agency or franchise relationship. You are an independent contractor as to Heyzl.

3. Eligibility and Verification

Listing is conditional on completing Heyzl’s verification pipeline. Verification comprises eight checks. Four are performed automatically against authoritative sources; four are completed by a human reviewer. The current state of each check is published publicly rather than summarized as a badge.

The fail-closed rule. A check that cannot be completed against an authoritative source is recorded as pending human review — never as a pass. You remain unlisted until every check resolves. You acknowledge that this may delay listing and that Heyzl will not shorten or waive a check to accelerate onboarding.

You must at all times hold and maintain:

• a valid, current, unrestricted license to practice in every jurisdiction in which you deliver care, with no undisclosed restriction, suspension, probation or surrender;
• professional liability (malpractice) insurance of not less than USD $1,000,000 per occurrence, in force for the whole period in which you accept patients through the platform;
• any facility license, accreditation or registration required by your jurisdiction for the services you offer;
• the authority and credentialing necessary for each clinician who will deliver care under your listing.

Enforcement of the license and insurance requirements is automated and is additionally enforced at the database level, so it cannot be bypassed by manual action. You must notify Heyzl in writing within five (5) business days of any lapse, restriction, investigation, disciplinary action, malpractice judgment or settlement, exclusion listing, or loss of accreditation. Failure to notify is a material breach.

Heyzl may re-verify at any time and may suspend a listing immediately, without prior notice, where a credential appears lapsed, restricted or unverifiable, or where patient safety may be at risk.

4. Listings, Offers and Accuracy

You are responsible for every representation in your listing and in every offer you submit. Each must be accurate, current and not misleading.

• Offers must be itemized. An offer must state the total price, what is and is not included, required hospital stay, complication policy, cancellation terms, follow-up policy, and a validity period. An offer that is not comparable on these terms may be refused by the platform.
• An offer is a binding quotation for its stated validity period, subject only to clinical findings that could not reasonably have been known when it was made. Price increases discovered after acceptance must be disclosed to the patient in writing and require the patient’s consent.
• You must not advertise outcomes, success rates or comparative superiority that you cannot substantiate on request.
• You must not describe accreditation you do not hold, and must not present Heyzl’s verification as an endorsement of clinical quality.
• You must not solicit a patient introduced through the platform to transact off-platform in order to avoid coordination fees, for twelve (12) months from the introduction.

5. Coordination Fee

Heyzl charges a fixed coordination fee per completed booking, set by procedure category complexity, currently ranging from USD $199 to USD $549. The fee is charged to the patient, added to the amount they pay at booking and itemised separately from your price. It is not deducted from your payout and you owe Heyzl nothing in respect of it.

• The fee is never a percentage of the procedure price, of your charges, or of any amount the patient pays for care.
• The fee does not vary with the clinical decision made, the treatment selected, or the value of the procedure.
• Listing is free. No subscription is required to receive patient requests or to submit offers. Optional subscription plans, where offered, reduce the coordination fee and provide additional tooling. Because the fee is the patient’s, that reduction lowers the price the patient pays and does not change your payout. Subscriptions never affect the order in which providers are matched to a case.
• If no booking completes, no coordination fee is due.

Why the fee is structured this way. A fee tied to the value of a medical procedure, or to the clinical decision made, raises issues under anti-kickback, fee-splitting and patient-brokering rules in a number of jurisdictions. A flat fee for a coordination service, set by administrative complexity and charged to the patient rather than taken out of what the patient pays for care, is intended to keep the platform’s compensation independent of clinical choice and separate from the consideration for treatment. You are responsible for confirming that your participation is permissible under the laws applicable to you.

Matching neutrality. Provider eligibility and ranking for a case are determined by relevance and fit — procedure, specialty, destination, and stated requirements — and never by subscription tier, fee level, or paid placement.

6. Payments and Payout

Payment mechanics are stated here precisely, because they are frequently described loosely elsewhere in the industry.

• The patient pays at the time of booking. Funds are collected by the platform through its payment processor into the platform’s own account.
• Your payout is your price less payment processing. The coordination fee is charged to the patient in addition to your price and is not deducted from what you receive.
• Payout is released in two stages. A deposit — currently 25% of your payout, set by procedure category — is released when the booking is confirmed, so that you can hold the appointment. The remaining balance is released after the scheduled treatment date, once the period for raising a dispute has passed.
• A dispute raised before the balance is released holds the balance only. A deposit already released is recovered, if at all, as a refund under Section 8 and not by withholding it.
• Heyzl is not an escrow agent and does not hold funds in a segregated client account or in trust. Escrow agency is a licensed activity that Heyzl does not perform, and nothing in this Agreement should be read as creating an escrow, trust, or fiduciary relationship over patient funds.
• Payouts are made to the payment account you register and verify. You are responsible for the accuracy of those details and for any tax reporting obligations arising from amounts you receive.
• Where a dispute is raised before the balance is released, that balance is held while the dispute is worked through under Section 8.
• Chargebacks, refunds and reversals attributable to care you delivered, or failed to deliver, are your responsibility and may be set off against amounts otherwise payable to you.

7. Standard of Care, Patient Safety and Continuity

• You will deliver care in accordance with the professional standards and laws of the jurisdiction in which it is delivered, and with the informed consent of the patient.
• You will obtain informed consent directly. Heyzl does not obtain consent on your behalf and does not warrant that a patient understood any clinical matter.
• You will provide the patient with their records and a discharge summary in a form they can take to a clinician at home.
• You will state, in the offer, what your follow-up obligation is and what happens if a complication arises after the patient travels home.
• You will report to Heyzl any serious adverse event involving a patient introduced through the platform, within five (5) business days, so that the listing can be reviewed. Reporting an adverse event is not, by itself, grounds for delisting.
• You will not discriminate against a patient on any basis prohibited by applicable law.

8. Patient Disputes

Where a patient raises a dispute before payout, Heyzl will notify you, hold the payout, and give you a reasonable opportunity to respond with documentation. Heyzl may mediate, and may decide whether to release, partially release, or refund the held amount.

That decision is administrative and commercial. It resolves the movement of money on the platform. It is not a determination of clinical negligence, and it does not limit either party’s rights to pursue a claim in the appropriate forum.

9. Patient Data, Privacy and Confidentiality

• You are an independent controller of the patient information you receive, and you are responsible for handling it under the laws applicable to you, which may include HIPAA, GDPR, and local health-privacy law.
• Where Heyzl processes protected health information on your behalf and a Business Associate Agreement is required, that BAA governs and prevails over this Agreement to the extent of any conflict.
• Features that transmit or store protected health information are gated and are unavailable unless the corresponding infrastructure and agreements are in place. You must not attempt to route protected health information through platform features not designated for it, including free-text fields on a care case.
• You will use patient information only to evaluate a case, make an offer, and deliver care. You will not use it for marketing without a lawful basis and the patient’s consent.
• You will notify Heyzl within seventy-two (72) hours of any security incident affecting a patient introduced through the platform.
• Each party will keep the other’s non-public commercial information confidential.

10. Outcomes and Reviews

Heyzl invites patients to report outcomes at thirty, ninety and one hundred eighty days after treatment. Aggregate outcome data may be published against your listing once minimum sample thresholds are met, together with how many patients were asked and how many answered.

You may respond to a published review. You may not offer a patient any inducement in exchange for a review or for the removal of one. Heyzl will not remove accurate outcome data at a provider’s request, and will correct or remove data shown to be inaccurate.

11. Intellectual Property and Content License

You retain ownership of the content you supply. You grant Heyzl a non-exclusive, worldwide, royalty-free license to host, display, reformat and distribute that content for the purpose of operating and marketing the platform, for the term of this Agreement and for a reasonable period afterwards in archived or cached form.

You warrant that you hold the rights to the content you supply, including any photographs of facilities and staff, and that its use will not infringe a third party’s rights or a patient’s privacy.

Heyzl retains all rights in the platform, its software, and its marks. You may state that you are listed on Heyzl. You may not use Heyzl’s marks to imply endorsement, certification, partnership, or any clinical guarantee.

12. Suspension, Termination and Effect

Either party may terminate for convenience on thirty (30) days’ written notice. Heyzl may suspend or terminate immediately where:

• a license, insurance policy or accreditation lapses, is restricted, or cannot be verified;
• there is a credible patient-safety concern;
• a listing or offer is materially inaccurate or misleading;
• you are subject to an exclusion, sanctions listing, or a disciplinary finding; or
• you materially breach this Agreement.

Bookings survive termination. Termination does not release you from obligations to patients who have already booked. You must complete or safely transition that care, and payout for completed care remains payable under Section 6. Sections 6, 8, 9, 11, 13, 14 and 15 survive termination.

13. Indemnification

You will indemnify, defend and hold harmless GradeCircle, Heyzl, and their officers, employees and agents from any claim, loss, liability, damage, cost or expense (including reasonable legal fees) arising out of or relating to: the care you delivered or failed to deliver; your clinical decisions; any misrepresentation in your listing or offers; your breach of this Agreement; your handling of patient information; or your violation of any law or professional standard.

Heyzl will indemnify you on equivalent terms for claims arising from Heyzl’s own gross negligence or wilful misconduct in operating the platform.

14. Disclaimers and Limitation of Liability

The platform is provided on an “as is” and “as available” basis. Heyzl disclaims all implied warranties to the fullest extent permitted by law, including merchantability, fitness for a particular purpose, and non-infringement, and does not warrant uninterrupted or error-free operation.

To the maximum extent permitted by law, Heyzl’s aggregate liability to you arising out of or relating to this Agreement will not exceed the total amounts Heyzl paid out to you in the twelve (12) months preceding the event giving rise to the claim. This measure replaces an earlier one based on coordination fees you paid to Heyzl, which no longer applies because the coordination fee is charged to the patient and you pay Heyzl nothing. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or lost business.

Nothing in this Agreement limits liability that cannot lawfully be limited, including liability for death or personal injury caused by negligence, or for fraud.

15. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

The parties will first attempt to resolve any dispute informally, in good faith, for thirty (30) days after written notice. A dispute not resolved informally will be settled by binding arbitration on an individual basis. You may opt out of arbitration within thirty (30) days of first accepting this Agreement by following the process at /legal/arbitration-opt-out; opting out does not affect any other term.

Class, collective and representative proceedings are waived to the extent permitted by law. Either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information.

16. General

• Changes. Heyzl may revise this Agreement. Material revisions are published as a new version with at least thirty (30) days’ notice before they take effect for existing providers, and require acceptance.
• Assignment. You may not assign this Agreement without Heyzl’s written consent. Heyzl may assign it to an affiliate or in connection with a merger or sale of assets.
• Severability. If a provision is held unenforceable, the remainder continues in force and the provision is limited to the minimum extent necessary.
• No waiver. A failure to enforce a provision is not a waiver of it.
• Entire agreement. This Agreement, together with any applicable BAA and the platform Terms of Service, is the entire agreement between the parties on its subject matter.
• Notices. Notices to Heyzl may be sent through the contact channels published on the platform. Notices to you may be sent to the email on your provider account.

17. Contact

Questions about this Agreement can be raised through the contact channels published on the platform. If you need a countersigned copy, or a copy in another format for your records, ask and we will provide one.