Terms of use.

These Terms of Use (“Terms”) govern your access to and use of HandshakeMD, located at handshakemd.com, and any related websites, directories, tools, features, content, or services operated by shrinkMD Publishing LLC, a Florida limited liability company (“Company,” “we,” “us,” or “our”). We refer to these services collectively as the “Platform.”

By accessing or using the Platform, creating an account, claiming or submitting a professional listing, or using any Platform tool, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Platform.

1What the Platform is

The Platform is an informational and professional resource platform intended to help users locate and learn about healthcare professionals and practices and to help healthcare professionals make their professional information available for discovery and referral purposes.

The Platform may include features such as:

• searchable professional and practice listings;
• professional specialty, location, availability, telehealth, insurance, and referral information;
• clinician or practice profile claiming;
• professional verification indicators;
• referral related educational information;
• professional tools and templates;
• saved listings or referral resources;
• professional communications or referral board functionality; and
• other directory, informational, or technology features that we may add or modify from time to time.

The Platform is not a healthcare provider, health plan, healthcare clearinghouse, medical group, credentialing organization, licensing authority, insurer, utilization review organization, or emergency service.

2No medical care or professional relationship

The Platform does not provide medical, psychiatric, psychological, nursing, therapeutic, diagnostic, treatment, prescribing, or other healthcare services.

Use of the Platform does not create:

• a physician patient relationship;
• therapist patient relationship;
• clinician patient relationship;
• consulting relationship;
• referral agency relationship;
• fiduciary relationship; or
• other professional relationship

between you and the Company.

Information available through the Platform is not medical advice and is not a substitute for evaluation or advice from an appropriately licensed healthcare professional.

If you are experiencing a medical or psychiatric emergency, call 911 or seek appropriate emergency care.

3Directory information is informational only

Professional listings are provided for informational and referral discovery purposes.

A listing on the Platform does not mean that the Company:

• recommends or endorses the listed professional or practice;
• has independently evaluated the quality of the professional's care;
• guarantees the professional's competence, suitability, availability, insurance participation, fees, licensure status, disciplinary history, or outcomes;
• has credentialed the professional for clinical practice; or
• guarantees that a professional is appropriate for a particular patient.

Users are responsible for performing their own due diligence before selecting, contacting, referring to, or receiving care from any healthcare professional.

4Verification does not mean credentialing or endorsement

The Platform may display labels such as “verified,” “Practice email verified,” “License verified,” “Practice affiliation verified,” or similar language.

Unless expressly stated otherwise, verification means only that we used one or more methods to compare information supplied to us with information available from sources such as:

• the National Provider Identifier registry;
• state licensing databases;
• professional or practice websites;
• business domain email addresses;
• practice administrators;
• public professional records; or
• other sources we consider reasonably appropriate.

Verification is not credentialing, privileging, accreditation, board certification, quality review, peer review, endorsement, or a guarantee of present licensure or fitness to practice.

Licenses, employment, affiliations, insurance participation, and professional status can change. Users should independently confirm any information material to a referral or healthcare decision.

5Professional listings

Professionals and authorized practice representatives may be permitted to submit, claim, edit, or maintain listings.

By submitting or claiming a listing, you represent and warrant that:

• you are the professional identified in the listing or are authorized to act on behalf of that professional or practice;
• all information you provide is accurate, current, and not misleading;
• any professional licenses, credentials, specialties, certifications, or affiliations you identify are described accurately;
• you will promptly update materially inaccurate or outdated information;
• you have the right to provide any practice names, logos, photographs, biographies, or other materials you submit; and
• your use of the Platform complies with applicable professional, licensing, advertising, privacy, and other laws and rules.

Additional requirements governing professional listings are contained in the Clinician Listing Agreement and Attestation, which is incorporated into these Terms when applicable.

6Availability and referral information

Professionals may provide information concerning whether they are accepting referrals, typical availability, populations served, insurance participation, referral criteria, telehealth availability, or similar matters.

Such information may change at any time.

The Platform does not guarantee that:

• an appointment is actually available;
• a listed professional will accept a specific patient;
• an insurer will cover services;
• the listed professional remains in network;
• the professional is licensed to treat a particular patient;
• a telehealth encounter is permitted under applicable law; or
• a referral will be accepted or completed.

Users should confirm current information directly with the professional or practice.

7No referral fees or payment for clinical referrals

The Platform does not pay healthcare professionals for referring patients and does not accept payment in exchange for directing a specific patient to a specific healthcare professional.

A professional's presence on the Platform does not establish a financial referral relationship with the Company.

If the Platform later offers paid products, advertising, recruiting services, enterprise services, premium tools, or other commercial services, those services will not change the Company's policy against purchasing or selling individual clinical referrals unless expressly disclosed and structured in compliance with applicable law.

8No guarantee of referrals, business, revenue, or results

We do not guarantee that participation on the Platform will result in:

• patient referrals;
• appointments;
• professional contacts;
• increased revenue;
• business opportunities;
• improved search engine visibility; or
• any particular professional or commercial outcome.

9Patient information and protected health information

The Platform is designed primarily for professional directory, discovery, educational, and referral resource functions.

Do not transmit, upload, post, message, or otherwise provide patient identifiable health information or protected health information (“PHI”) to the Company through the Platform unless we expressly provide a feature that is specifically designed and authorized for that purpose.

This includes, without limitation:

• patient names;
• dates of birth;
• medical record numbers;
• diagnoses connected to identifiable patients;
• treatment information;
• photographs;
• clinical records;
• insurance identifiers; and
• other information that could identify an individual patient.

Professional referral board or community features, if offered, must not be used to disclose PHI.

The Company currently intends to operate the Platform so that its ordinary directory and referral discovery functions do not require the Company to receive or maintain PHI.

HIPAA applies to covered entities and to business associates that perform certain functions involving PHI on behalf of covered entities. Entities that are neither covered entities nor business associates are not subject to HIPAA solely by virtue of operating a website or directory.

10Locally processed tools

The Platform may offer tools that process information locally within a user's browser or device.

For example, a Good Faith Estimate generator may permit a healthcare professional to enter information that is processed solely on the user's device without being transmitted to or retained by the Company.

When a tool is expressly identified as locally processed:

• the Company does not intend to receive, store, maintain, or retain information entered into that tool;
• information entered into the tool remains subject to the security of the user's own browser, device, operating system, network, extensions, and environment; and
• the user is responsible for determining whether the device and environment are appropriate for the information being entered.

The prohibition in Section 9 applies to transmitting PHI to the Company and does not prohibit local processing within a tool specifically designed to function without transmitting that information to us.

11Good Faith Estimate and other compliance tools

Any Good Faith Estimate generator, notice template, checklist, form, calculator, or other compliance related resource provided through the Platform is provided for general informational and convenience purposes only.

The Company is not acting as the user's attorney, billing consultant, compliance officer, healthcare provider, or insurer.

Use of a tool does not establish that:

• a particular law applies;
• a notice or estimate is legally required;
• the generated document contains every requirement applicable to a particular provider or jurisdiction;
• the information entered is accurate;
• the user has complied with federal or state law; or
• use of the tool guarantees legal or regulatory compliance.

Federal Good Faith Estimate requirements generally apply in specified circumstances to uninsured or self pay individuals, including certain requests for estimates and services scheduled sufficiently in advance. The precise requirements depend on the circumstances.

The Good Faith Estimate generator has its own terms, which govern that tool specifically and are more detailed than this section. See the Good Faith Estimate Tool Terms and Disclaimer. Where they and this section differ about that tool, the tool terms control.

Users are responsible for obtaining their own legal or compliance advice.

12Accounts

Some Platform features may require an account.

You agree to:

• provide accurate registration information;
• keep your login credentials confidential;
• maintain reasonable security over your account;
• notify us promptly if you believe your account has been accessed without authorization; and
• accept responsibility for activity occurring through your account to the extent permitted by law.

You may not impersonate another person, misrepresent your authority, create an account for another professional without authorization, or use another user's credentials without permission.

13Authorized practice representatives

A practice administrator, employee, contractor, referral coordinator, or other representative may manage professional or practice information only if authorized to do so.

By acting for a professional or practice, you represent that you have authority to:

• submit or modify the applicable listing;
• agree to applicable Platform terms on behalf of the practice where legally permissible; and
• provide the information and materials submitted.

We may request additional evidence of authority at any time.

14User content

“User Content” means information, text, photographs, logos, biographies, professional descriptions, practice information, referral criteria, links, or other materials you submit to the Platform.

You retain ownership of your User Content.

By submitting User Content, you grant the Company a non exclusive, worldwide, royalty free, transferable and sublicensable license to host, store, reproduce, display, format, adapt for technical purposes, distribute, index, and otherwise use the User Content as reasonably necessary to operate, promote, improve, and make the Platform available.

This license does not transfer ownership of your User Content to us.

You represent and warrant that you have the rights necessary to grant this license.

15Editorial and formatting rights

To maintain consistency and usability, we may:

• normalize capitalization;
• correct obvious typographical or formatting errors;
• organize information into categories;
• standardize specialties or locations;
• restructure submitted information;
• remove duplicative material;
• add information from reliable public sources;
• request clarification; or
• decline or remove content that does not meet Platform standards.

We will not knowingly alter the substance of a professional's clinical credentials or qualifications in a misleading manner.

16Prohibited conduct

You may not use the Platform to:

• submit false, fraudulent, defamatory, deceptive, or misleading information;
• impersonate another person or organization;
• misrepresent professional credentials or authority;
• upload or transmit PHI contrary to these Terms;
• advertise unlawful services;
• solicit or facilitate unlawful kickbacks, fee splitting, or referral payments;
• scrape, harvest, copy, or systematically extract Platform data except as expressly permitted;
• use automated means to access the Platform in a manner that burdens or disrupts it;
• interfere with Platform security;
• introduce malware, malicious code, or harmful material;
• reverse engineer software except where applicable law prohibits restricting such activity;
• infringe intellectual property or privacy rights;
• use the Platform to harass, threaten, stalk, or discriminate unlawfully;
• send spam or unauthorized commercial communications;
• manipulate availability or professional information to deceive users;
• create fake reviews, ratings, referrals, or accounts;
• resell access to the Platform without written permission; or
• use Platform data to construct a competing database through bulk extraction.

17Professional communications and referral boards

If the Platform permits professional posts, discussions, referral requests, or community communications:

• do not include patient identifying information;
• do not provide individualized medical advice about an identifiable patient through public or non secure features;
• do not assume that another user has been credentialed merely because that user appears on the Platform;
• independently evaluate any professional to whom you consider referring; and
• comply with all professional, licensing, privacy, and ethical requirements applicable to you.

We may moderate, remove, or restrict content at our discretion, but we are not obligated to monitor every communication.

18Third party websites and services

The Platform may contain links to:

• clinician websites;
• practice websites;
• insurers;
• licensing boards;
• scheduling systems;
• maps;
• third party software;
• professional resources; and
• other external services.

We do not control and are not responsible for third party websites, services, privacy practices, security, availability, content, or transactions.

A link does not constitute endorsement.

19Intellectual property

Except for User Content and third party materials, the Platform and its content, including its:

• software;
• design;
• layout;
• text;
• database structure;
• graphics;
• logos;
• branding;
• taxonomies;
• compilations; and
• original tools

are owned by or licensed to the Company and are protected by applicable intellectual property laws.

Nothing in these Terms grants you ownership of Company intellectual property.

You may use the Platform only for lawful personal or professional purposes consistent with these Terms.

20Copyright complaints

If you believe material on the Platform infringes your copyright, you may submit a written notice in accordance with our Copyright, Intellectual Property and DMCA Policy, which sets out what a notice must contain and how a counter notice works.

We may remove or restrict allegedly infringing material and may terminate repeat infringers where appropriate.

21Privacy

Our collection and use of personal information are described in our Privacy Policy and in our Consumer Health Data Privacy Policy, which is a separate document because some state laws require one to be separate.

Those policies are incorporated by reference to the extent applicable.

22Platform changes

We may modify, add, suspend, restrict, or discontinue any part of the Platform at any time.

We do not guarantee that any specific feature, listing, tool, or functionality will remain available indefinitely.

23Suspension and termination

We may suspend, restrict, remove, or terminate an account, listing, or access to the Platform if we reasonably believe that:

• these Terms have been violated;
• information is materially inaccurate;
• continued use presents legal, security, reputational, or patient safety concerns;
• a license or professional status cannot be reasonably verified;
• a listing infringes another person's rights;
• misuse or fraud is suspected; or
• removal is otherwise reasonably necessary to protect the Platform or its users.

We are not obligated to maintain any listing.

A professional or authorized representative may request removal of a claimed listing, subject to our right to maintain non infringing factual information lawfully obtained from public sources where permitted by law.

24Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”

THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON INFRINGEMENT;
• ACCURACY;
• COMPLETENESS;
• AVAILABILITY;
• SECURITY; AND
• RELIABILITY.

WE DO NOT WARRANT THAT:

• DIRECTORY INFORMATION IS ERROR FREE OR CURRENT;
• A PROFESSIONAL WILL ACCEPT A REFERRAL;
• A PARTICULAR PROFESSIONAL IS APPROPRIATE FOR A USER OR PATIENT;
• SEARCH RESULTS WILL IDENTIFY EVERY AVAILABLE PROFESSIONAL;
• THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; OR
• ANY TOOL OR TEMPLATE WILL SATISFY EVERY LEGAL OR REGULATORY REQUIREMENT.

Some jurisdictions do not permit certain warranty exclusions, so some exclusions may not apply to you.

25Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE PLATFORM.

THIS INCLUDES DAMAGES ARISING FROM:

• RELIANCE ON DIRECTORY INFORMATION;
• PROFESSIONAL SELECTION OR REFERRAL DECISIONS;
• CLINICAL CARE PROVIDED BY A LISTED PROFESSIONAL;
• MISSED OR UNAVAILABLE APPOINTMENTS;
• INACCURATE AVAILABILITY OR INSURANCE INFORMATION;
• LOSS OF DATA;
• BUSINESS INTERRUPTION;
• THIRD PARTY CONDUCT;
• UNAUTHORIZED ACCOUNT ACCESS;
• USE OF PLATFORM TOOLS; OR
• INABILITY TO ACCESS THE PLATFORM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PLATFORM WILL NOT EXCEED THE GREATER OF:

• (A) $100; OR
• (B) THE AMOUNT YOU PAID DIRECTLY TO THE COMPANY FOR THE PARTICULAR PLATFORM SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

Nothing in these Terms excludes liability that cannot legally be limited or excluded.

26Responsibility for professional care

Healthcare professionals and practices listed on the Platform are independent from the Company unless expressly stated otherwise.

The Company is not responsible for:

• diagnosis;
• treatment;
• prescribing;
• professional judgment;
• clinical outcomes;
• malpractice;
• billing;
• collection;
• privacy practices;
• appointment scheduling;
• licensure compliance;
• insurance claims; or
• other acts or omissions

of independently listed professionals or practices.

27Indemnification

To the extent permitted by law, if you submit, claim, or manage a professional or practice listing, or otherwise use the Platform in a professional capacity, you agree to defend, indemnify, and hold harmless the Company and its owners, officers, employees, agents, contractors, affiliates, and licensors from claims, damages, liabilities, losses, judgments, penalties, and reasonable attorneys' fees arising out of or related to:

• information or content you submitted;
• your breach of these Terms;
• your violation of law or professional obligations;
• your infringement of another person's rights;
• your professional services;
• claims arising from a listing you were authorized to manage; or
• misuse of the Platform through your account.

This obligation does not apply to the extent a claim results from the Company's own conduct for which indemnification may not lawfully be required.

28No agency, partnership, or employment

Use of the Platform does not create an agency, partnership, joint venture, franchise, employment, medical group, or other similar relationship between the Company and any listed professional or practice.

Professionals do not have authority to bind the Company.

29Electronic communications

By creating an account or providing contact information, you consent to receive electronic communications relating to:

• account administration;
• listing verification;
• security;
• legal notices;
• availability confirmation;
• Platform operation; and
• other transactional matters.

Marketing communications will be handled separately in accordance with applicable law and your preferences.

30Changes to these Terms

We may revise these Terms from time to time.

The updated version will be posted on the Platform with a revised “Last Updated” date.

If changes are material, we may provide additional notice where appropriate or required by law.

Continued use of the Platform after revised Terms become effective constitutes acceptance of the revised Terms to the extent permitted by law.

For material changes affecting registered users, we may require affirmative acceptance.

31Governing law

These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles, except to the extent federal law applies or applicable law requires otherwise.

32Venue

Unless applicable law requires otherwise, any judicial proceeding arising from these Terms or the Platform must be brought in a state or federal court located in Duval County, Florida, and each party consents to personal jurisdiction and venue in those courts.

33Severability

If any provision of these Terms is found unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in effect.

34Waiver

Failure to enforce a provision of these Terms does not waive the right to enforce it later.

35Assignment

You may not assign your rights or obligations under these Terms without our written consent.

We may assign these Terms in connection with a merger, acquisition, restructuring, sale of assets, or transfer of the Platform or its business.

36Entire agreement

These Terms, together with the Privacy Policy and any additional agreements that expressly apply to a particular Platform feature, constitute the agreement between you and the Company regarding your use of the Platform.

For professionals or practices, the Clinician Listing Agreement and Attestation may also apply.

37Contact

Questions about these Terms may be directed to:

Email: legal@handshakemd.com

shrinkMD Publishing LLC, a Florida limited liability company
Operator of HandshakeMD
General correspondence: by email. We do not publish a general mailing address, because the address below is our registered agent rather than an office, and post sent to it for anything other than formal legal notice may not reach us.
Registered agent for service of process in Florida: Northwest Registered Agent LLC, 7901 4th St N Ste 300, St. Petersburg, FL 33702
Every contact route in one place: Legal notices and contact information