Legal

Last updated: February 17th, 2025

Provider Participation Terms

1. Introduction

Welcome to the BATWatch® Provider Network. These Participation Terms (“Terms”) outline the expectations, responsibilities, and benefits for licensed healthcare providers, clinics, telehealth organizations, and authorized collaborators (“You,” “Your”) who choose to join the BATWatch ecosystem.

By participating, You agree to collaborate with BATWatch, LLC (our national Management Services Organization), and its affiliated clinical and operational entities—collectively referred to as the BATWatch Provider Network. This includes, where applicable, coordination with state-based medical entities operating under BATWatch Medical, authorized lab partners, and our centralized BATWatch Registry.

Participation is entirely voluntary and non-exclusive. You retain full clinical independence while gaining access to a streamlined infrastructure for cognitive health screening, lab coordination, treatment oversight (if desired), and nationwide patient referrals. These Terms do not create an employment relationship and are not a substitute for any required licenses or legal responsibilities under local, state, or federal law.

Your participation enables you to:

• Offer best-in-class cognitive health solutions supported by centralized infrastructure
• Use select BATWatch® terminology and branding under authorized guidelines
• Contribute to the largest real-world evidence dataset in Alzheimer’s prevention
• Participate in global outreach campaigns and referral programs

Participation is subject to compliance with BATWatch protocols, trademark usage terms, privacy regulations (see our BAA), and any supporting agreements linked herein.

2. Network Participation Overview

As a BATWatch® Provider Network participant, you gain access to an integrated framework built to reduce administrative burden, accelerate early detection, and support treatment collaboration across the cognitive health spectrum.

Your participation includes access to:

• Patient Referrals via the BATWatch® public directory and internal routing system
• Centralized Lab Coordination with Quest Diagnostics and other approved partners
• Interpretive Support using proprietary BAT Risk Scoring™ tools
• Optional Treatment Oversight via BATWatch clinicians or shared-care models
• Ongoing Clinical Updates including new evidence, guidance, and education

To remain in good standing, providers must:

• Follow BATWatch-approved lab ordering and communication protocols
• Ensure accurate and timely documentation of test orders and results
• Comply with HIPAA and all applicable data-sharing standards (see BAA)
• Use BATWatch terminology only as outlined in our Trademark Use Policy
• Provide patients with access to centralized treatment coordination when appropriate

You may withdraw from the network at any time with written notice. However, continued use of BATWatch materials, trademarks, or affiliated branding after withdrawal is strictly prohibited and subject to enforcement.

3. Responsibilities & Commitments

As a participating provider in the BATWatch® Network, You agree to uphold the following responsibilities while maintaining full clinical independence:

Clinical & Operational Participation

• Order Testing via BATWatch Coordination
  Utilize BATWatch lab ordering processes to streamline logistics, ensure test accuracy, and align with centralized review procedures.
• Discuss Results Using Standardized Language
  Communicate BAT Level results using BATWatch-provided educational materials and terminology that align with patient-friendly language and evidence-based recommendations.
• Support Treatment Pathways (If Applicable)
  Facilitate access to BATWatch-managed treatment coordination when appropriate, or manage care independently while following BATWatch safety and documentation expectations.
• Participate in the Clinical Feedback Loop
  Share outcomes, adverse events, and relevant observations to support the real-world data registry and protocol refinement (as outlined in the Registry section).

Compliance & Data Privacy

• Maintain HIPAA Compliance
  Comply with all obligations as outlined in the BATWatch Business Associate Agreement (BAA), including patient data protection, timely response to audits or breach investigations, and secure data exchange practices.
• Respect Protocol Standards
  Follow testing, interpretation, and coordination processes in alignment with current BATWatch Protocols. You retain final authority for medical decisions, but deviations from core workflows must be communicated and justified in writing.

Trademark & Brand Use

• Adhere to Approved Terminology
  Only use BATWatch trademarks and affiliated language as authorized under the Trademark & Terminology Use Agreement. Misuse, alteration, or unapproved public representation may result in immediate removal from the network.

4. Use of BATWatch® IP

BATWatch® and its associated terminology, marks, and brand assets are proprietary intellectual property held by Cognitive IP Holdings, LLC, an affiliate of Silver House Technologies, Inc. These rights are licensed to BATWatch, LLC and extended to approved participating providers under strict terms.

Approved Trademarks & Terms

You may only use the following BATWatch Proprietary Marks if You are an active, approved member of the BATWatch Provider Network and in good standing:

• BATWatch™
• BAT Levels™
• BAT Risk Score™
• BAT Test™
• BAT Pill™
• BAT Pill Protocol™
• BATCheck™
• BAT Level Index™
• BATWatch Protocol™
• BATophagy™
• BAT Positive™ / BAT Negative™
• BAT Level Awareness Month™
• The BATWatch Registry™
• Silver House™
  (And other marks we designate over time)

Use of these marks is subject to the Trademark & Terminology Use Agreement, which outlines branding consistency, media use, public statements, and web/social content.

Limitations & Restrictions

• No sublicensing of any BATWatch terminology, design assets, or protocols is allowed.
• You may not incorporate BATWatch IP into corporate names, websites, domain names, marketing campaigns, or digital materials without written approval.
• Any goodwill derived from BATWatch IP usage benefits BATWatch and its IP Affiliate exclusively. No rights of ownership, equity, or goodwill are conferred upon You.

Modifications & Enforcement

• We may modify, expand, or replace marks in our sole discretion and require compliance with updated guidelines.
• Unauthorized use, dilution, or misrepresentation of BATWatch IP may result in legal action, termination from the Provider Network, and forfeiture of participation benefits.

Ongoing Duty to Protect IP

• You agree not to dispute our IP rights or assist others in doing so.
• You must notify Us of any suspected infringement, misuse, or imitation of BATWatch IP.

5. Centralized Test & Treatment Coordination

The BATWatch Provider Network is built around a centralized infrastructure that ensures consistency, safety, and ease of access for patients and providers alike. While maintaining full clinical independence, You agree to coordinate with BATWatch, LLC and its designated affiliates to streamline the process across testing, results interpretation, and optional treatment pathways.

Lab Coordination & Ordering

• BATWatch facilitates lab ordering through authorized lab partners, using a centralized ordering interface tied to the BATWatch Provider Network.
• BATWatch may provide You with access credentials or include You under shared ordering infrastructure for ease of workflow.
• Lab coordination includes logistics, patient support, and pre-configured order panels to ensure accuracy and consistency.

Algorithmic Risk Scoring & Result Delivery

• All test results are reviewed centrally using the proprietary BAT Risk Scoring Model, which stratifies patients based on their biomarker profile, age, genetic risk, and other clinically relevant factors.
• BATWatch generates structured results that include interpretation summaries and testing insights, which are returned to both You and the patient (where applicable) for clinical discussion.
• These results are derived from ongoing analysis of real-world data, clinical research, and peer-reviewed literature.

Optional Treatment Oversight & Shared Care

• Providers may choose to:
  • Manage treatment independently using insights from BATWatch testing,
  • Refer patients to BATWatch clinicians for full treatment oversight using the BAT Pill Protocol™, or
  • Adopt a hybrid approach, with shared-care coordination between Your practice and our centralized treatment team.
• Centralized treatment support includes telehealth onboarding, risk tracking, protocol adherence monitoring, and patient safety follow-up.

Safety, Feedback, & Quality Assurance

• You agree to report adverse events, side effects, or deviations from expected outcomes to BATWatch as part of our continuous improvement and safety monitoring efforts.
• BATWatch maintains a feedback loop across all participating providers and uses these insights to update protocols and inform future risk modeling.

No Obligation to Prescribe

• Participation in the BATWatch Provider Network does not obligate You to prescribe or recommend any specific treatment. All clinical decisions remain at Your discretion. However, we encourage alignment with best practices to ensure consistency of care and optimal patient outcomes.

6. Marketing & Referral Support

Participation in the BATWatch Provider Network includes visibility, co-branding opportunities, and access to our national and local outreach initiatives. As a participating provider, You may benefit from increased exposure, patient referrals, and brand alignment—while remaining fully independent in Your practice operations.

BATWatch Directory & Visibility

• Your name, clinic, or practice may be listed in the official BATWatch Provider Directory, enabling patients and referring clinicians to locate BATWatch-aligned providers by geography and service offering.
• Inclusion is contingent on protocol compliance, good standing, and ongoing collaboration.

Patient Referrals

• BATWatch coordinates direct-to-patient outreach via our campaigns (e.g., #NoFateNovember, BATCheck 2025) and may route patients to Your practice based on:
  • Geographic location
  • Clinical capacity
  • Response time and availability
  • Historical compliance with testing protocols
• There is no fee charged to providers for participation or referrals.

Campaign & Event Collaboration

• Providers in good standing may:
  • Co-host local events with BATWatch (e.g., screening days, wellness festivals)
  • Be featured in national awareness initiatives and media efforts
  • Access branded collateral, educational flyers, and campaign toolkits
• Participation is optional but encouraged to maximize impact and visibility.

Brand Affiliation & Co-Branding Guidelines

• You may represent Your affiliation with BATWatch on Your website, digital materials, or clinic signage using approved phrasing such as:
  • “Proud Member of the BATWatch Provider Network”
  • “Participating Provider – BATWatch Cognitive Health Initiative”
• Use of BATWatch logos, marks, or terminology must comply with the Trademark & Terminology Use Policy.

Approval & Monitoring

• All public representations must:
  • Be factually accurate
  • Avoid suggesting exclusivity or unauthorized endorsements
  • Clearly indicate that You operate independently, even when affiliated
• BATWatch reserves the right to revoke marketing permissions at any time to preserve brand integrity and public trust.

7. Compliance & Termination

Participation in the BATWatch Provider Network is a collaborative opportunity—not an entitlement. To protect patient safety, brand integrity, and data accuracy, we maintain clear standards for compliance and continued inclusion in the Network.

Grounds for Suspension or Removal

We reserve the right to suspend or remove a provider at any time for any of the following reasons:

• Misuse or unauthorized use of BATWatch trademarks, logos, or brand assets
• Failure to follow BATWatch-approved testing protocols or lab coordination processes
• Noncompliance with BATWatch treatment guidelines when acting as a referring or managing provider
• Unauthorized claims, misrepresentation of affiliation, or misleading public communications
• Violation of HIPAA, PHI protections, or any clinical, legal, or ethical obligations
• Failure to maintain timely communication with BATWatch coordination staff
• Actions that, in our sole discretion, damage public trust in BATWatch or compromise patient outcomes

Voluntary Withdrawal

You may withdraw from the BATWatch Provider Network at any time by providing written notice. Upon termination (voluntary or otherwise), You must immediately discontinue all use of BATWatch trademarks, coordination tools, and any associated promotional references.

Post-Termination Responsibilities

Termination does not release You from the following obligations:

• Protection of any confidential or patient-related information acquired through BATWatch
• Return or deletion of any proprietary tools, documentation, or marketing materials
• Cessation of any branding, affiliation references, or listing in BATWatch directories

We reserve the right to enforce legal action if former providers continue to misuse branding, materials, or data access beyond their authorized term.

8. Confidentiality & Data Sharing

Participation in the BATWatch Provider Network includes access to proprietary tools, coordination protocols, and sensitive patient data. To ensure integrity, trust, and compliance, all providers must adhere to strict confidentiality and data protection standards.

Protected Health Information (PHI)

You agree to handle all patient information in compliance with HIPAA, HITECH, and applicable state privacy laws. This includes:

• Limiting access to PHI only to authorized personnel
• Using secure systems for transmission and storage of patient data
• Cooperating fully with any required reporting, breach mitigation, or compliance reviews

Our existing Business Associate Agreement (BAA) governs the handling of PHI across the BATWatch Provider Network. Your participation is subject to that agreement, which is incorporated by reference.

Proprietary Tools & Processes

BATWatch may provide You with access to proprietary workflows, scoring models, patient communication templates, and test interpretation logic. These tools are for internal use only and may not be shared, replicated, or repurposed without written authorization.

• You may not reverse-engineer or adapt BATWatch risk models, testing language, or algorithms for use outside the network.
• Use of any BATWatch platform, coordination dashboard, or patient tools must follow operational guidelines.

Data Contributions to the BATWatch Registry

By participating, You agree to contribute de-identified or structured patient outcome data to the BATWatch Registry, our global real-world evidence initiative. This includes:

• Test results, patient progress, treatment response (when applicable)
• Anonymized safety signals or adverse event reports
• Feedback that may inform future iterations of testing and treatment guidelines

Your contributions will help advance the science and application of early cognitive health intervention, with shared benefits across the Network.

9. Dispute Resolution & Arbitration

We are committed to resolving any disputes fairly, efficiently, and without unnecessary disruption to patient care or business operations.

9.1 Good Faith Negotiation

Before initiating any formal action, both parties agree to engage in good faith efforts to resolve any disagreement related to these Provider Participation Terms. This includes:

• Providing written notice of the issue
• Participating in informal discussions within 30 days of notice
• Exploring mutually agreeable solutions through open dialogue

9.2 Binding Arbitration

If a dispute cannot be resolved through informal negotiation, the matter shall be submitted to final and binding arbitration under the rules of the American Arbitration Association (AAA) or another mutually agreed-upon arbitration body.

• Arbitration shall take place in Delaware (or another jurisdiction agreed upon by both parties)
• The arbitration shall be conducted by a single arbitrator with healthcare and contractual law experience
• Each party shall bear its own legal costs, with arbitrator fees split evenly, unless the arbitrator determines otherwise

9.3 Limitations

• Class Action Waiver: All arbitration proceedings shall be conducted on an individual basis. Neither party shall bring or participate in any class, consolidated, or representative action.
• Equitable Relief: Either party may seek injunctive or equitable relief in court for unauthorized use of trademarks, confidential materials, or intellectual property.

9.4 Governing Law

These Terms shall be governed by the laws of the State of Wyoming, without regard to conflict of law principles, unless otherwise preempted by federal law.

10. Amendments & Policy Updates

BATWatch, LLC and its affiliated entities reserve the right to update, modify, or revise these Provider Participation Terms and any referenced policies as necessary to reflect evolving best practices, legal requirements, or operational changes.

10.1 Notice of Changes

We will notify participating providers of any material changes at least 30 days in advance via email or secure provider platform communication, unless immediate implementation is required by law or for patient safety.

10.2 Continued Participation

Continued participation in the BATWatch Provider Network after the effective date of an update constitutes acceptance of the modified terms. If You do not agree to the updated terms, You may withdraw from the network in accordance with the termination section.

10.3 Linked Policies & Terms

These Terms incorporate by reference the following documents, each of which may be updated independently:

• Business Associate Agreement (BAA)
• Trademark & Terminology Use Policy
• BAT Testing Terms
• BAT Pill Protocol Terms
• Dispute Resolution & Arbitration Policy
• Provider Network IP & Confidentiality Terms

All updated documents will be made available at https://batwatch.org/legal for review at any time.

11. No Third-Party Beneficiaries

This Agreement is entered into solely between You and BATWatch, LLC (and its affiliates as applicable). Nothing in these Terms shall be construed to create any rights or remedies in or for any third party, including patients, vendors, or unaffiliated providers.

12. Assignment

You may not assign, delegate, or transfer your rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of BATWatch, LLC. Any unauthorized assignment shall be null and void. BATWatch, LLC may assign or delegate its rights and responsibilities to affiliated entities as necessary to maintain operations, compliance, or scalability.

13. Entire Agreement

These Provider Participation Terms, together with the incorporated documents referenced herein, represent the entire understanding between You and BATWatch, LLC regarding participation in the BATWatch Provider Network. They supersede all prior communications, representations, or agreements, whether written or oral, related to the subject matter of this Agreement.

14. Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable for any reason, the remainder shall remain in full force and effect. Any invalid provision shall be modified or replaced to best reflect the original intent in a manner that complies with applicable law.

15. Survival

Sections relating to intellectual property rights, confidentiality, data use, compliance, dispute resolution, and any other provisions that by their nature should survive termination shall remain in effect even after the termination of your participation in the BATWatch Provider Network.

16. Notices

All official communications related to this Agreement must be sent in writing to the appropriate party. Notices may be delivered by email or secure electronic platform. Notices will be deemed effective upon delivery confirmation.

For BATWatch, LLC:
Silver House
Attn: BATWatch, LLC
15411 W Waddell Rd,

Ste 102

Surprise, AZ 85379

For You:
The email or address provided during onboarding or updated by You through the provider platform.

17. Acceptance of Terms

By enrolling in the BATWatch Provider Network and clicking “I Agree,” “Enroll,” or any similar acceptance button, or by signing digitally via our secure platform, You acknowledge and agree that:

• Legally Binding Agreement: This electronic acceptance constitutes a legally binding agreement under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), the Uniform Electronic Transactions Act (UETA), and applicable state laws.
• Consent to Electronic Delivery: You consent to receive and execute all agreements, notices, disclosures, and other communications electronically, and waive any requirement for physical documents or wet signatures unless expressly required by law.
• Clickwrap & Audit Trail: Your acceptance via clickwrap or digital signature is logged, timestamped, and retained as part of our permanent records. This audit trail, including IP address, device data, and user ID, will serve as admissible proof of agreement and compliance in any legal or regulatory setting.
• Ongoing Consent & Enforcement: Your continued participation in the BATWatch Provider Network constitutes continued agreement with these Terms and any updates issued in accordance with the “Amendments & Policy Updates” section.
• Retention & Access: A copy of the executed Agreement will be made available to You upon completion of enrollment. You may request a copy at any time by contacting us.