Terms & Conditions for Individuals

THESE TERMS AND CONDITIONS OF USE (THIS “AGREEMENT”) GOVERN YOUR USE OF THE SNAPCLARITY WEBSITE (THE “WEBSITE”), YOUR SUBSCRIPTION AND ACCESS TO THE SNAPCLARITY PLATFORM (AS SET OUT BELOW) AND YOUR USE OF THE SNAPCLARITY MOBILE APPLICATION (THE “APP”) AND ANY INFORMATION, TEXT, GRAPHICS, PHOTOS OR OTHER MATERIALS UPLOADED, DOWNLOADED OR APPEARING ON THE APP (COLLECTIVELY REFERRED TO AS “PLATFORM”). BY CLICKING ON THE BOX, YOU ACCEPT AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT DO NOT CLICK ON THE BOX.

You hereby certify that you are (i) over the age of eighteen (18) or are at least Thirteen (13) AND have the legal ability to consent to Therapy or have your Parent/Guardian consent to Therapy, and (ii) physically located or are a resident of the Province, State or Country you have chosen as your current residency when creating your Account. You agree to provide “Contact Information” (your personal contact and/or a close family member/relation) to your Provider to act as an information source to be used in case of a mental health crisis or other emergency where knowledge of your location is crucial. You acknowledge that your ability to access and use the Service is conditioned upon the truthfulness of the information you provide regarding your age, residence and Contact Information and that the Providers you access (“Provider(s)”) are relying upon this certification in order to interact with you and provide the Services.

THE PLATFORM AND APP ARE NOT INTENDED TO PROVIDE MEDICAL ADVICE AND ARE NOT DESIGNED FOR USE IN EMERGENCY SITUATIONS. DO NOT USE THIS SERVICE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY CALL 911 OR GO TO YOUR LOCAL EMERGENCY DEPARTMENT OF THE NEAREST HOSPITAL. IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS OR IF YOU FEEL THAT YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER, GO TO THE SNAPCLARITY HELP CENTER FOR A LIST OF MENTAL HEALTH CRISIS NUMBERS OR CALL 911.

1. DESCRIPTION OF THE SERVICES

1.1 Services. Snapclarity Inc. (“Snapclarity”) provides users (“Users”) on-demand access to mental health counsellors (“Counsellors”) by secure real-time text and video communication for mental health consultations (“Counselling Services”), and to support staff (“Support Staff”) for related administrative support services (“Support Services”, and together with Counselling Services and other services that may be provided by Snapclarity , “Services”). The Platform Content should not be considered medical advice. You should always speak with an appropriately qualified health care professional for medical information, including diagnosis, treatment and recommendations for medications, where warranted. None of the Content represents or warrants that any particular medication or treatment is safe, appropriate, or effective for you. Without limitation, Snapclarity does not recommend or endorse any specific tests, providers, medications, products or procedures. For the purposes of providing Services and purposes consistent with those purposes, Snapclarity and Counsellors may collect and use personal information that is provided by clients during telehealth consultations or uploaded by clients to the Platform to complete and update online profiles and personal health histories maintained in secure client user accounts (each, a “User Account”). Your personal information may include information or records regarding your medical or health history, health status and laboratory testing results, diagnostic images, and other health-related information. Your personal information may be contained in medical records, treatment, and examination notes, and other health-related records provided by you and maintained by Counsellors. Neither Snapclarity nor Counsellors collect or uses personal information for any other purpose than providing and facilitating the provision of Services and in the de-identified form, to be used for trending, utilization patterns and research or for objectives consistent with those purposes, including but not limited to the following:

1.2 Register. To access the Services on the Platform you will need to register by creating a User Account and will need to provide your name, contact information and a password that you select. You will also need to disclose your personal information to Counsellors and Support Staff to enable them to provide appropriate Services. We use your personal information to identify who you are, communicate with you, and otherwise administer your use of the Platform to receive Services.

By consenting to receive Services using the Platform, you consent to these inherent material risks. By providing or uploading any of your personal information to the Platform, Counsellors or Support Staff, you are consenting to the collection, use and disclosure of your personal information for the purposes of providing Mental Health Services and Support Services to you and for purposes that are consistent with those purposes. You agree the information provided is true, accurate, current and complete information about yourself. If you provide any information that is untrue, inaccurate, not current or incomplete, or Snapclarity has reasonable grounds to suspect that such Account information is untrue, inaccurate, not current or incomplete, Snapclairty reserves the right to suspend or terminate your Account and refuse any and all current or future use of the Service. You shall at all times remain responsible for maintaining the confidentiality of your Account password and any other security information related to your Account. Snapclarity will not be liable for any loss that you incur as a result of someone else using your Account, either with or without your knowledge. Only the Counsellors and Support Staff will have access to your personal information, and neither Snapclarity nor any other party associated with Snapclarity will disclose your personal information to any third party except as may be required by law or as outlined in our Privacy Policy. Your personal data will be securely and digitally stored on servers physically located in your country. Snapclarity uses advanced encryption technology and other security protocols to protect your personal information and the privacy of your online consultations with Counsellors and Support Staff, you acknowledge by using the Platform that there are inherent risks to any technology, however remote, that could cause security protocols to fail or be breached, which could result in the unauthorized collection, use or disclosure of your personal information. snapclarity will notify you to the extent required by the law of any security protocol failure or breach that has resulted in the unauthorized collection, use or disclosure of your personal information. We will not be responsible for any damages you or any third party may suffer as a result of the transmission of confidential information that you make available to us through the Internet, or that you expressly or implicitly authorize us to make, or for any errors or any changes made to any transmitted information.

The Services are also available for use by children at the discretion of the Counsellors or Support Staff, but the User Account and User ID, for all patients under the age of 13 (“minors”) must be the patient’s parent or legal guardian and must be present or aware of all sessions. If you register as the parent or legal guardian on behalf of a minor, you are fully responsible for complying with these Terms of Use. The Terms of Use set out above under “Consent to Counselling, Use and Disclosure of Personal Information” apply to minors who access the Platform and receive Services with necessary changes to points of detail. Minors may only use the Platform and receive Services under the direct knowledge of their parent or legal guardian.

1.3 Persons under thirteen (13) years old. We do not knowingly allow individuals under the age of thirteen (13) to create their own User Accounts that allow access to our Services. Individuals under the age of thirteen (13) may access the Platform or receive Services at the discretion of Counsellors using their parent or legal guardian’s User Account and in the presence of that parent or legal guardian. Snapclarity does not intentionally collect personal data of persons under the age of thirteen (13) years old. If we discover that we have collected personal information from a child under the age of thirteen (13) years old, we will delete that information immediately.

1.4 Purchase of Services. If you choose to purchase Services, we may collect your payment information such as your name, address, phone number, email address, billing address, and payment method information. This information is used to process and maintain your subscription.

1.5 Quality of Care. If you access the Platform or receive Services, your personal information may be used to improve the quality of Services provided by Counsellors. Your personal information may also similarly be used to create de-identified information such as aggregate statistics relating to the use of the Platform and Services.

1.6. Providing content in Canada’s official languages. The Official Languages Act, the Official Languages (Communications with and Services to the Public) Regulations and Treasury Board policy requirements establish when we use both English and French to provide services to or communicate with members of the public. When there is no obligation to provide information in both official languages, content may be available in one official language only. Information provided in a language other than English or French is only for the convenience of our visitors.

1.7 Contact Us. When you contact us with a comment, question or complaint, you may be asked for information that identifies you (such as your name, address, and a telephone number) along with additional information we need to help us promptly answer your question or respond to your comment. We may retain this information to assist you in the future and to improve our customer service, service offerings, and our Services. We will keep your information confidential except where disclosure is required or permitted by law (for example to government bodies and law enforcement agencies or during an emergency circumstance as judged by your Provider working with local authorities). Generally, we will only use your information within our company. However, sometimes we use third parties to process your information (for example as credit card payment providers). We will require these third parties to comply strictly with its instructions and we will require that they not use your personal information for their own business purposes snaclarity stores data only for as long as it is necessary to provide products and services to you and others, including those described above and for legal protections or as required by applicable laws and regulations.

2. LICENSE

2.1 License for Services. Snapclarity grants and You hereby accept, upon payment by You of the Fees, if applicable (as defined below) and subject to the terms and conditions contained herein, a limited, non-transferable, non-exclusive, worldwide, and revocable license, without the right to sublicense, to access and use the Services and to access and use all material, information and technology offered as part of the Services including but not limited to documents, articles, questionnaires, reports, software, graphics, text, images and logos, algorithms, processes, user interfaces, designs and know-how (the “Content”) solely for Your personal use. You may download, print and reproduce the Content without modification for Your own non-commercial, informational purposes provided you agree to maintain any and all copyright or other proprietary notices contained in such Content, and to cite the URL Source of such Content.

2.2 License for App. Snapclarity grants and You hereby accept, subject to the terms and conditions contained herein, a limited, non-exclusive, non-transferable, non-assignable license to use the App solely to access the Services and the Therapy Services.

2.3 Restrictions. You acknowledge that the Platform, the App and the Content, constitute valuable intellectual property of Snapclarity and its licensors. You agree that, except as otherwise set out in this Agreement, You will not (i) copy or use the Platform, the App or the Content; (ii) alter, modify, duplicate, translate, de-compile, reverse engineer, or attempt to recreate the Platform, App or the Content, in whole or in part or attempt to circumvent any technological measure implemented by Snapclarity to protect the Platform or App; (iii) modify or create any derivative works from the Platform, App or the Content any part thereof; (iv) merge the Platform or the Content with any other software; (v) disclose to any third party any performance information or analysis relating to the Platform, App or the Content; (vi) license, sublicense, sell, convey, assign, transfer, give, lend, rent, transfer or otherwise grant any right to any of the Platform, the App or the Content or any of Your rights hereunder, in whole or in part, voluntarily or involuntarily, by operation of law or otherwise, to any person, individual, legal or personal representative, partnership, company, corporation, syndicate, association, trust or governmental body otherwise; (vii) build an identical product to the Platform or the App or a product with similar ideas, features and functionality as the Platform or the App; (viii) harvest or otherwise collect or store any information (including personal information) about other users of the Services, including e-mail addresses, without the express consent of such users or alter transmission data; (ix) for the purpose of misleading others, create a false identity of the sender or the origin of a message, forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Services or in connection with Snapclarity; (x) upload, post, e-mail or otherwise transmit any material that constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or commercial electronic message; (xi) use any means to scrape or crawl any web pages or Content contained in the Platform or Apps and (xii) copy any ideas, features of functions of the Platform or the App. You agree to retain, on all copies of any Content You download, all copyright and other proprietary notices contained in the Content. The Platform, the App and the Content are protected by Canadian and worldwide copyright laws and treaty provisions. You agree to comply with all copyright laws worldwide in Your use of the Platform, the App and the Content and to prevent any unauthorized copying of the Content. Except as expressly provided herein, Snapclarity does not grant any express or implied right or license to You under any intellectual property right, including, without limitation, any patent, trade-mark, copyright, trade secret, industrial design or confidential information of Snapclarity or its licensors.

2.4 Updates and Upgrades. As a user of the App, you are entitled to receive software updates or upgrades for your mobile devices, and you may be required to install or allow installation as a condition of continued use of the App. Updates or upgrades can be necessary for reasons such as enabling new features, or enhancing security. You consent to receive updates and upgrades automatically through the Internet without obtaining further consent each time. The App may: (i) cause your device to automatically communicate with Snapclarity’s servers to deliver the functionality described in the product description or through new features as they are introduced, and to record usage metrics; (ii) affect preferences or data stored in your mobile device; and (iii) collect personal information as set out in our Privacy Policy https://www.snapclarity.com/privacy-policy/. You can withdraw your consent at any time under certain conditions, please contact us at privacy@snapclarity.com. We will not be responsible if an update or upgrade affects how your App works if this is caused by your own equipment – such as your mobile device or broadband not supporting the update or upgrade.

3. YOUR DATA

3.1 Your Data. In the course of using the Services (excluding Therapy Services), You may provide certain information, data and material through the Services (the “Your Data”). You agree that Your Data will: (i) comply with all applicable laws; (ii) not contain infringing, obscene, threatening, libelous, or other illegal material and does not violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights; (iii) not include material containing software viruses, worms, Trojan horses or other harmful computer codes, files scripts or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware telecommunications equipment; and (iv) not contain any content, work, name, logo or mark that infringes any intellectual property right of any person.
We will keep your information confidential except where disclosure is required or permitted by law (for example to government bodies and law enforcement agencies or during an emergency circumstance as judged by your Provider working with local authorities). Generally, we will only use your information within our company. However, sometimes we use third parties to process your information (for example as credit card payment providers). We will require these third parties to comply strictly with its instructions and we will require that they not use your personal information for their own business purposes snaclarity stores data only for as long as it is necessary to provide products and services to you and others, including those described above and for legal protections or as required by applicable laws and regulations. Snapclarity may allow service providers to access information so they can help us provide services.
The Snapclarity Platform advises both its Client/Users and practicing Platform Providers to be aware of and respect and comply with the local laws of any international based Client. Snapclarity is cognizant and respects the formal promulgation of the existing European Union (EU) data privacy regulations. The General Data Protection Regulation 2016/679 is a regulation in EU law on data protection and privacy for all individuals within the European Union and the European Economic Area. It also addresses the export of personal data outside the EU and EEA and is commonly referred to as “GDPR.” Snapclarity has always respected our Client’s Privacy (see our Privacy Policy https://www.snapclarity.com/privacy-policy/), and we were already a HIPAA certified platform following stringent data privacy rules. The basic tenants of the promulgated GDPR regulations include, but are not limited to the following:

• Disclosure when you sell, transfer or third-party marketing of User’s data: As outlined in this Terms of Use, snapclarity does not sell or transfer Client data, and any marketing efforts are focused solely on internal information updates to our registered Clients.
  
• Access to collected data: At Snapclarity, you already have the ability to access your shared data (Your personal information, your emergency contact information and all your interactions with your Providers) and use it as you wish.
  
• Explicit Consent: At Snapclarity, our Terms of Use are clear on what consent we seek with regard to your data and prior to your engagement with your Provider, you review and agree to a further “informed consent” process.
  
• Security: At Snapclarity, we have encrypted our data from day one and has always been stored all Private Health Information with full HIPAA compliance and in an anonymized form as required by the GDPR.
  
• Notice/Audit: At Snapclarity, we will provide our Clients notice of any data breach, and we employ a full-time security Officer, as well as engaging a third-party security firm to periodically audit both or code and technology security as well as our HIPAA /PHIPPA policies and procedures around data security.
  

Finally, dependent of your EU country of origin, the GDPR takes into account what has previously termed the right “to forget” or request deletion of your data once you cease using a particular application or site. This particular tenant of the GDPR may conflict with applicable medical records retention laws. In the United States and Canada, this requires at least seven years of retention, which is common around the world and is sometimes up to ten years or more in certain countries. So, unlike some data platforms, snapclarity cannot erase private health data directly upon a Client’s request, as it may be considered essential for other medical file retention purposes. Applicable individual country medical retention laws are generally considered an acceptable exception to the GDPR regulations regarding the right to deletion of specific data.
We will not disclose, trade, rent, sell or otherwise transfer personal information, without consent, except as otherwise set out herein or in our Terms of Use.
We may transfer or disclose personal information as follows:

• Circle of Care: If you access the Platform or receive Services, your personal information may be disclosed to and among Counsellors and Support Staff to provide or assist in the provision of Services to you. Your personal information may be provided to third parties such as other health professionals, specialists, consultants or pharmacists, pharmacies and laboratories to provide or assist in the provision of Services to you, with your prior written consent. Service Provider Arrangements: In connection with the provision of our Platform and Services, we may disclose (or otherwise make available) personal information to third parties who provide Services on our behalf. For example, we may use service providers to process payments, host our website and store information on our behalf. Personal information may be maintained and handled by third party service providers in Canada and the United States and may be accessed by the courts, law enforcement, and national security authorities as required under the laws of this jurisdiction. Our service providers are given the information they need to perform their designated functions, and we do not authorize them to use or disclose personal information for their own marketing or other purposes. For more information about the way in which our service providers treat personal information, contact us as set out in the “Contact Us” section below.
• Sale of Business: Snapclarity may transfer personal information as an asset in connection with a merger or sale (including transfers made as part of insolvency or bankruptcy proceeding) involving all or part of Snapclarity or as part of a corporate reorganization or other change in corporate control.
• Legal: Snapclarity and our affiliates and service providers may disclose personal information to third parties as required or permitted by applicable law. For greater certainty, Snapclarity will disclose your personal information to the extent that it is legally required or necessary for the establishment, exercise or defence of legal claims and legal process; or in the event of an emergency about your health and safety or that of a Counsellor. Where a disclosure of our clients’ information is required by applicable law, we promptly notify our client prior to complying with such requirements (to the extent we are not prohibited from doing so). We may also disclose personal information where necessary for the establishment, exercise or defence of legal claims and to investigate or prevent actual or suspected loss or harm to persons or property.
  

3.2 Ownership. You acknowledge that You own Your Data and all intellectual property rights therein, or that You have the right to grant the license to Snapclarity to use Your Data. You will have sole responsibility for the accuracy, quality, integrity, reliability, appropriateness and intellectual property ownership of Your Data and for obtaining the right to use all of Your Data.

3.3 Information about Our Services. As you access the Platform or receive Services, certain information may be passively collected by cookies (“Cookies”), navigational data like Uniform Resource Locators (“URLs”) and third-party tracking services, including:

• Activity Information: We may keep track of some of the actions you take on the Platform, such as the content of searches you perform on the Platform, solely for the purpose of internal evaluation of Platform effectiveness. This information will not be shared with third parties. Access Device and Browser Information: When you access the Platform from a computer or other device, we may collect anonymous information from that device, such as your Internet protocol address, browser type, connection speed and access times (collectively, “Anonymous Information”).
• Cookies: Our Services uses a technology called Cookies. A Cookie is a tiny element of data that our Services send to a user’s browser, which may then be stored on the user’s hard drive so that we can recognize the user when they return. We use Cookies to remember your preferences and to authenticate you. You may set your browser to notify you when you receive a Cookie or not to accept certain cookies. However, if you decide not to accept Cookies from our Platform, you may not be able to take advantage of all of the Platform or Services features.
• Mobile Services: We may also collect non-personal information from your mobile device or computer. This information is generally used to help us deliver the most relevant information to you. Examples of information that may be collected and used include how you use the application(s) and information about the type of device or computer you use. Also, in the event, our application(s) crashes on your mobile device we will receive information about your mobile device model software version and device carrier, which allows us to identify and fix bugs and otherwise improve the performance of our application(s). Third Party Links: Our Platform may contain links to other websites or platforms that Snapclarity does not own or operate. Also, links to our Platform may be featured on third party websites or platforms on which we advertise. Except as provided in this Privacy Policy, we will not provide personal information to these third parties without consent. We provide links to third party websites or platforms as a convenience to the user. These links are not intended as an endorsement of or referral to the linked websites or platforms. The linked websites or platforms have separate and independent privacy statements, notices and terms of use. We do not have any control over such websites or platforms, and therefore we have no responsibility or liability for the manner in which the organizations that operate such linked websites or platforms may collect, use or disclose, secure and otherwise treat personal information.
• Public Forums: If at any time the Services offer any type of notice board facilities, newsgroups, publicly accessible blogs, community forums, etc. (collectively, the “Public Forums”) we may collect the information that you disclose thereon. Such information may include but is not limited to, your name, e-mail address, the messages you write or the content you choose. We may also use this information in order to help administrate the Public Forums. Such information will be used in accordance with this Privacy Policy. Please note that we cannot be responsible for other parties’ use of the personal information which you make available to such third parties through any of the Public Forums.
  

3.4 Security of Personal Information. We understand that data security is a critical issue for our clients and we are committed to safeguarding the personal information in our custody and under our control. Snapclarity has implemented a comprehensive information security program that includes written policies and procedures, and security controls. We have implemented reasonable administrative, technical and physical safeguards to protect against unauthorized access, use, modification and disclosure of personal information in our custody and control. Our privacy practices are intended to comply with applicable privacy laws, including, without limitation, the Personal Health Information Protection Act (Ontario) (“PHIPA”) and the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”). We will maintain the privacy of your personal information as required by applicable privacy laws, including without limitation, PHIPA, HIPPA, and PIPEDA and the regulations under those Acts. For more information please view Snapclarity’s Privacy Policy https://www.snapclarity.com/privacy-policy/. This Privacy Policy may be updated periodically to reflect changes to our personal information practices. The revised Privacy Policy will be posted on the Platform. If we make any substantial changes to this Privacy Policy and how we use your personal data, we will post these changes on this page and will do our best to notify you of any significant changes. Please check our Privacy Policy regularly.

3.5 Access to Personal Information. If we receive a request to access or update personal information we have collected on behalf of a particular client, we will direct the party making this request to the relevant client. We will assist our clients wherever possible in responding to such access requests. If you submit personal information via our Platform or otherwise provide us with your personal information, you may request access, updating or correction of your personal information by submitting a written request to support@snapclarity.com. We may request certain personal information to verify your identity.

3.6 De-Identified Information. All de-identified aggregate data, meta-data and research data collected by Snapclarity through your use the Service remains the sole property of Snapclarity. Research data is used in non identifiable aggregate form, that is, as a statistical measure, but not in a manner that would identify you personally. Snapclarity may share some or all of this research data with third parties in connection with joint or outside research, analytics, or similar purposes. You shall not request Snapclarity to remove or delete any of such data.

3.7 Limitation on Deletion. You may request deletion of your personal information by us, but please note that we may be required (by law or otherwise) to keep this information and not delete it (or to keep this information for a specific time, in which case we will comply with your deletion request only after we have fulfilled such requirements). When we delete personal information, it will be deleted from the active database, including from our archives, though we may also retain Anonymous Information about your use of our Platform and Services. Once we disclose some of your personal information to third parties, we may not be able to access that personal information any longer as maintained by the third party and cannot force the deletion or modification of any such information by the parties to whom we have made those disclosures. After we delete personal information, we will retain de-identified information and will continue to use de-identified information without restriction as permitted under this Privacy Policy.

4. FEES

4.1 Fees. You will pay Snapclarity in accordance with Snapclarity’s current fee schedule (the “Fees”). You will pay the Fees and any additional Fees You incur by electronic payment methods identified during the subscription process. Snapclarity reserves the right to terminate Your access to the Services if You fail to pay any Fees when due or if You provide false or fraudulent billing or contact information during the online subscription process. Snapclarity reserves the right to amend its fee schedule from time to time.

4.2 Service Fees. ‍The Snapclarity Network Providers (“Counsellors”) practicing through the Platform also compensate for the use of the Snapclarity technology and for administrative fees. Part of your payment for the use of the Services, accounted for separately, is remitted to the Provider for the direct clinical services provided to you. Regardless of any payments made, Snapclarity does not hold itself out as your direct provider of therapy services as that is the role of your licensed, network accredited Provider. You agree to pay all fees and charges associated with your Account on a timely basis in accordance with the fee schedule, and the terms and rates published by Snapclarity from time to time. Such fees and charges (including any taxes and late fees, as applicable) may be charged to the credit card you provided during the initial setup of your Account. You agree to maintain valid credit card information in your Account. By providing Snapclarity with credit card information you authorize Snapclarity to bill and charge your credit card.

If you access the Services through an Employer sponsored benefit plan or other insurance backed plan, your payment will be arranged by a third party “Payor” which is a third party that administers or insures the benefit program you are a member of through your employer. In this instance, you may still be responsible for co-payment or payment for additional services.

4.3 Payment Method transactions. In engaging our Services, you may be sent text message(s), e-mails and push notifications which provide you with essential and useful information regarding our Services. You will be charged your mobile telephone network provider’s standard rate for receiving these SMS messages, and standard wireless and data charges will apply to any e-mails or push notifications. snapclarity does not charge you for this correspondence. Your mobile telephone network provider may impose message, standard wireless and data charges or charge limitations which are beyond our control and for which you will be solely responsible. By engaging our Services, including registering for a User Account, you agree to receive emails and push notifications relating to our Services. If you consent during registration, you also agree to receive text messages. You warrant that you are the owner of the mobile telephone to which you have requested the SMS message(s), e-mails and push notifications should be sent to and that you have full authority to authorize such charges and will be solely responsible for costs, if any, to be incurred by the relevant mobile telephone network provider. We are not liable for any delays or failures in your receipt of any SMS message(s), e-mails or push notifications as delivery is subject to effective transmission from your mobile telephone network provider and processing by your mobile telephone device. We reserve the right to suspend or terminate the SMS service without notice to you.

4.4 Third Party Payment. Payments are processed on behalf of Snapclarity by a third party payment processor using their secure site.

4.5 Taxes. All fees and other charges specified in this Agreement are exclusive of all applicable goods and services taxes and any other taxes imposed or levied by any government or government agency, including sales or use taxes (the “Purchase Taxes”). You will pay all Purchase Taxes, other than taxes on Snapclarity’s net income, as a result of the transactions contemplated by this Agreement.

4.6 Cancellation and Refund Policy. If a third party (e.g., such as an employer or supplemental health insurance provider) has arranged with Snapclarity to pay the fee or any portion of the fee, or if the fee is pursuant to some other arrangement with Snapclarity that fee adjustment will be reflected in the fee that you are ultimately charged. If you have a Health Spending Account (“HSA”) offered as a benefit by your employer, you agree to pay all fees or charges to your HAS Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Please check with your employer to determine if any Services will be reimbursed other than from your HSA. Snapclarity reserves the right to modify or implement a new pricing structure at any time prior to billing you or a responsible third party for your initial payment or future payments due pursuant to these Terms of Use. Snapclarity may require you to provide and keep updated during the Term the details of a current and valid credit card, debit card, PayPal account, Apple Pay, or another payment method (“Payment Method”) that is acceptable to Snapclarity in its sole discretion. You hereby authorize Snapclarity to charge any Fees that become due and payable to the Payment Method. You agree to pay such fees, charges and penalties (including costs and expenses related to the collection by Snapclarity of overdue payments) as Snapclarity may from time to time set out on the Platform in respect of late or delayed payments, or declined or unsuccessful.

5. YOUR RESPONSIBILITIES

5.1 Age. You acknowledge that you are at least thirteen (13) years of age.

5.2 Account. You are responsible for all of the activity associated with Your account and for maintaining the confidentiality and security of your user name and password. You agree to notify Snapclarity immediately in the event of any unauthorized use of Your account or password or if You suspect Your account or password has been compromised in any way. You agree not to misrepresent Yourself in order to gain access to the Services. You are responsible for advising Snapclarity of any change in your billing or contact information.

5.3 Applicable Laws. You must abide by all applicable local, provincial and federal laws and all relevant treaties and directives in Your use of the Services.

5.4 Limiting Access. You will not permit persons other than You, or if you are the parent or legal guardian of a Minor on whose behalf You have opened a user account, to access the Platform or to use the App. If You are the parent or legal guardian of a Minor and You have opened a user account for use by that Minor, that Minor may only use the Services if You are aware of or present during such use. You represent that you are not a competitor of Snapclarity and agree that you will not knowingly allow competitors of Snapclarity to access the Services.

5.5 Electronic Communication. By using the Services and the Therapy Services, You agree to receive SMS messages, emails and push notifications relating to the Services. You warrant that You are the owner of the mobile telephone to which you have requested the SMS messages, emails and push notifications be sent and that You have the authority to authorize such related charges and that You will be solely responsible for all costs, if any, incurred by the relevant mobile telephone network provider.

5.6 No Responsibility. Snapclarity accepts no responsibility and will not be held liable for any delays, performance issues, stoppages, outages, increased costs or other similar events relating to the Platform or to the App, including, without limitation, delays or failure of receipt of any SMS messages, emails or push notifications attributable to Your mobile telephone network provider and processing by Your mobile phone device. 

6. THIRD PARTIES.

6.1 Third Party Links. The Platform may contain hyperlinks to websites managed by third parties. These links are provided for convenience only. Snapclarity has no control over websites owned by third parties and Snapclarity makes no representation or warranty regarding, and does not endorse, any linked websites, the information appearing thereon or any of the products or services described thereon, or the linked-party sources (including any viruses access through them), the quality of the products or services offered, the security of performing transactions on those websites or the privacy policies on the websites in question. Links do not imply that Snapclarity sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trade-mark, trade name, logo or copyright symbol displayed on or accessible through the links or that any linked website is authorized to use any trade-mark, trade name, logo or copyright symbol of Snapclarity. Snapclarity cannot be held liable for possible damages arising from Your use of such third-party sites.

6.2 Content. The Platform may from time to time contain materials, data or information provided, posted or offered by third parties. You agree that Snapclarity will have no liability whatsoever to You for any such third party material, data or information.

6.3 Enterprise Programs or other Network Benefit Programs. In addition to the registration described above, access to the Services through an Employer sponsored benefit plan or other insurance backed plans may require you to provide additional registration information. This information is collected to confirm your eligibility with the benefit administrator and is not shared with your Provider (who will collect your contact information separately). Further, your Employer or the Employer of the subscriber of your benefits will not be provided this information (you likely already gave them similar information in your employee file unless you are a family member of an eligible employee) and your employer will not be told you or your family member are using the Services unless such information is shared by you or part of a pre-arranged special program. Information collected under these circumstances will include but not be limited to.

7. APP STORE

7.1 App Store. When You download the App, You may do so through a third party’s App Store (an “App Store Sourced Application”) such as Google Play or the Apple App Store. You acknowledge that the terms of this Agreement are between You and us and not with the owner or operator of the App Store (“App Store Owner”). As between the App Store Owner and us, we, and not the App Store Owner, are solely responsible for the Platform, including the App, the content, maintenance, support services, and warranty, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, You must have access to a wireless network, and You agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store Owner in connection with the Platform, including the App. The following applies to any App Store Sourced Application:

• Your use of the App Store Sourced Application must comply with the App Store’s “Terms of Service” or equivalent terms.
  
• You acknowledge that the App Store Owner has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
  
• In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, You may notify the App Store Owner, and the App Store Owner will refund the purchase price for the App Store Sourced Application to you (if any) and to the maximum extent permitted by applicable law, the App Store Owner will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Snapclarity and the App Store Owner, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Snapclarity.
• You and we acknowledge that, as between Snapclarity and the App Store Owner, the App Store Owner is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or Your possession and use of the App Store Sourced Application, including, but not limited to: (1) product liability claims; (2) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
  
• You and we acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Snapclarity and the App Store Owner, Snapclarity, not the App Store Owner, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
  
• You and we acknowledge and agree that the App Store Owner, and the App Store Owner’s subsidiaries, are third-party beneficiaries of this Agreement as related to Your license of the App Store Sourced Application, and that, upon Your acceptance of this Agreement, the App Store Owner will have the right (and will be deemed to have accepted the right) to enforce the terms of this Agreement as related to your license of the App Store Sourced Application against You as a third-party beneficiary thereof.
  
• Without limiting any other terms in this Agreement, You must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

7.2 Additional Terms & Conditions (Apple). The following terms apply to the iOS version of our App:

• Acknowledgement: This agreement is between you and Snapclarity only, and not with Apple. Apple is not responsible for the App’s content.
  
• Scope of Licence: Your licence to the App is limited to a non-transferable license to use the App: (a) on an iOS Product that you own or control, and (b) as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.
  
• Maintenance and Support: Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
  
• Warranty: If the App fails to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for the App (if any) to You. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.
  
• Product Claims: You must notify Snapclarity if You have any claims or if You are aware of any third party claims relating to the App or your possession or use of the App, including: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple has no responsibility to address any such claims. The limitations on Snapclarity’s liability under this agreement are subject to what is permitted by applicable law.
  
• Intellectual Property Rights: If any third party claims that the App or Your possession and use of the App infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement or discharge of any such intellectual property infringement claim.
  
• Third-Party Beneficiary: Apple and its subsidiaries are third-party beneficiaries of this Agreement. Upon your acceptance of this Agreement’s terms and conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as a third-party beneficiary of this Agreement.
  
  

8. OWNERSHIP

8.1 Ownership of Software. Snapclarity and its licensors own all right, title and interest in and to the Platform, the App and the Content, including, without limitation, all copyrights, trade secrets, patents, industrial designs and other intellectual property rights. Upon termination of this Agreement unless otherwise provided herein, all of Your rights in connection with the Platform and the Content, including but not limited to the right to access and use the Platform and the Content, will terminate.

8.2 Trade-marks. Except as expressly authorized herein, the trade-marks, logos and company names of Snapclarity or any of its affiliates and licensors used as part of the Platform, the App and the Content may not be copied, imitated or used, in whole or in part, without the prior written consent of Snapclarity or any such affiliate or licensor. Other products, services logos and company names mentioned as part of the Platform, the App and in the Content may be the trade-marks of their respective owners.

8.3 Proprietary Notices. You agree not to alter, remove, deface or destroy any copyright, trade-mark or proprietary markings or confidential legends placed upon or contained in the Platform, the App and the Content or in or on any related material.

8.4 Suggestions. Your suggestions of new features, functionality, or performance, including, without limitation, any improvements on the existing features, functionality, or performance, for the Platform or App, whether or not they are subsequently incorporated into the Platform or App by Snapclarity and/or its suppliers or licensors, shall be the sole and exclusive property of Snapclarity and/or its applicable supplier or licensor, and You hereby assign and agree to assign any intellectual property rights that may subsist therein to Snapclarity. You agree to promptly execute within thirty (30) days of receipt any assignment documents that confirm or transfer to Snapclarity and/or its suppliers or licensors any intellectual property right that is the exclusive right of Snapclarity under this Agreement. You agree to waive any and all claims to any moral rights that You may now or hereinafter have in any jurisdiction with respect to any copyright protected Work that is the exclusive right of Snapclarity and/or its suppliers or licensors pursuant to this Agreement.

9. WARRANTIES

9.1 Content. THE CONTENT MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL ERRORS. SNAPCLARITY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY OR COMPLETENESS OF THE CONTENT (INCLUDING ANY ASSESSMENT OR REPORT PROVIDED BY US TO YOU) OR INFORMATION ACCESSIBLE WHILE USING THE PLATFORM, OR THE RELIABILITY OF ANY ADVICE, OPINION, TREATMENT, MEDICATION, STATEMENT OR OTHER INFORMATION PROVIDED BY A COUNSELLOR THROUGH THE PLATFORM. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY OF THE FOREGOING AND YOUR USE OF THE PLATFORM AND THE CONTENT WILL BE AT YOUR SOLE RISK. SNAPCLARITY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PART OF THE PLATFORM OR IN ANY PORTION OF THE CONTENT. SNAPCLARITY MAY MAKE ANY OTHER CHANGES TO THE PLATFORM AND THE CONTENT AT ANY TIME WITHOUT NOTICE.

9.2 General Warranty. Snapclarity warrants that (i) Snapclarity has the right to enter into this Agreement; (ii) to Snapclarity’s knowledge, neither the Platform nor the Content infringes upon the Proprietary Rights of any third party; (iii) to Snapclarity’s knowledge, there are no liens, encumbrances or claims pending or threatened against Snapclarity or that adversely relate to the rights or licenses granted in this Agreement or to the Platform and the Content. For purposes of this Agreement, “Proprietary Rights” means any or all intellectual property and other property or proprietary rights, including, without limitation, patents, copyrights, trade secrets, industrial designs and trademarks.

9.3 Warranty Disclaimer. EXCEPT FOR THE WARRANTIES IN THIS SECTION 9, THE PLATFORM, THE APP AND THE CONTENT ARE PROVIDED “AS IS” AND SNAPCLARITY AND ITS LICENSORS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SNAPCLARITY DOES NOT WARRANT THAT THE PLATFORM, THE APP AND THE CONTENT WILL MEET YOUR REQUIREMENTS, THAT THE PLATFORM, THE APP AND/OR THE CONTENT WILL BE FREE FROM ERRORS OR FUNCTION WITHOUT INTERRUPTION, THAT ANY STORED DATA OR CONTENT WILL BE ACCURATE OR RELIABLE NOR THAT ANY OF YOUR DATA CAN BE RESTORED FROM ANY PARTICULAR BACKUP PROCEDURE. SNAPCLARITY DOES NOT WARRANT THAT USE OF THE PLATFORM WILL ENABLE YOU TO ACHIEVE ANY PARTICULAR RESULT OR RESULTS.

10. ACKNOWLEDGEMENTS – NO MEDICAL ADVICE.

10.1 While the Platform and the Services may provide access to certain general medical information, the Platform and the Services cannot and are not intended to provide medical advice. We advise you to always seek the advice of a physician or other regulated health professional with any questions regarding your personal health or medical conditions. Never disregard, avoid, or delay in obtaining medical advice from your physician or other regulated health professional because of something you have read on the Platform. If you have or suspect that you have a medical problem or condition, please contact a physician or other regulated health professional immediately.

10.2 Snapclarity does not directly employ the Therapists matched through the Service. Snapclarity created a digital health network of virtually trained and accredited Providers. The Snapclarity Network only works with independent, registered/certified/ licensed, insured and vetted professional Providers.

Your relationship with the Provider is strictly with the Provider. Snapclarity is not involved in the Provider-patient relationship and does not interfere, validate or control the Provider’s treatment unless advocating on behalf of You when following up on a particular complaint. Snapclarity employs the most advanced data science available to offer the Snapclarity Network Provider the best digital tools to practice. Snapclarity conducts Network quality assurance checks to study such critical issues as Provider availability, response times, and the number and duration of therapeutic interactions. All that stated, You are always advised to exercise a high level of care and caution in the use of Snapclarity’s Network of Providers as you would making any mental health or medical decision. You should never disregard, avoid, or delay obtaining medical advice from your primary doctor or other qualified healthcare Provider or by using or combining Snapclarity with traditional face-to-face appointments; solely because of information you saw on the Snapclarity site or advice you received through a Network Provider.

10.3 Mental health care services are provided exclusively by mental health practitioners. Snapclarity supports mental health practitioners by providing them with a license to use our intellectual property rights.

10.4 Snapclarity requires Mental Health Providers to represent and warrant that that they are in good standing with their respective regulatory college and to immediately apprise Snapclarity of any changes to such status.

10.5 Snapclarity conducts limited credential checks and other verifications of Counsellors and the information they have provided to Snapclarity. However, snapclarity is not responsible for certifying mental health practitioners, makes no representation regarding the accuracy of Counsellors’ credentials, and expressly disclaims any liability for fraudulent mental health practitioners or claims by Counsellors. In addition, changes in your Counsellor’s professional status may be made after we perform an initial credential check. We recommend that you separately confirm that your Counsellor is in good standing with his or her respective regulatory college. Unless otherwise agreed by Snapclarity, the Services described in these Terms of Use are solely offered within Canada and USA.

11. LIMITATION OF LIABILITY

11.1 IN THE EVENT OF ANY PROBLEM WITH THE SERVICE OR ANY OF ITS CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICE. IN NO EVENT WILL SNAPCLARITY OR ANY LICENSOR, SUPPLIER, OR ANY THIRD PARTY WHO PROMOTES THE SERVICE OR PROVIDES YOU WITH A LINK TO THE SERVICE BE LIABLE BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF DATA AND LOSS OF PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, OR YOUR ACCESS TO OR USE OF THE PLATFORM, SERVICES, THERAPY SERVICES OR THE CONTENT, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT. IN ADDITION, EXCEPT WITH RESPECT TO CLAIMS BASED ON WILFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT WILL SNAPCLARITY BE LIABLE FOR ANY DAMAGES OF ANY KIND GREATER THAN THE LESSER OF: (I) $10,000 AND (II) THE AMOUNT PAID TO SNAPCLARITY HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM. SNAPCLARITY WILL NOT BE LIABLE FOR ANY DELAYS OR DAMAGES ATTRIBUTABLE TO PROBLEMS INHERENT IN INTERNET, WIFI, CELLULAR AND ELECTRONIC COMMUNICATION. THESE LIMITATIONS WILL APPLY EVEN IF SNAPCLARITY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF THIS SECTION WILL APPLY EVEN IN THE EVENT OF A FAILURE OF THE ESSENTIAL PURPOSE OF THIS PROVISION.

11.2 To the extent permitted by applicable law, Snapclarity will not be liable for the deletion of, correction to, destruction of, damage to, loss of or failure to store Your Data.

12. INDEMNIFICATION

12.1 Indemnification by Snapclarity. Snapclarity will indemnify, defend and hold You harmless from any claims, demands, liabilities, losses, damages, judgments or settlements, including all reasonable costs and expenses related thereto including legal fees, directly or indirectly resulting from any claimed infringement or violation by Snapclarity of any Proprietary Right with respect to the Platform and the Content; provided, however, that the foregoing notwithstanding, Snapclarity’s obligation to indemnify will not apply to an infringement or violation that is attributable to any unauthorized use, access or modification of the Platform by You.

12.2 Cooperation. Notwithstanding Section 9.1 of this Agreement, Snapclarity is under no obligation to indemnify and hold You harmless unless (i) Snapclarity receives notice of the suit or claim from You and is furnished with a copy of each communication, notice or other action relating to said claim promptly after You receive such notice and each such communication; provided that, failure to deliver timely notice will not relieve Snapclarity of its obligations hereunder unless Snapclarity is materially prejudiced by such failure; (ii) Snapclarity will have the right to assume sole authority to conduct the trial or settlement of such claim or any negotiations related thereto at Snapclarity’s expense; and (iii) You will provide reasonable information and assistance requested by Snapclarity in connection with such claim or suit, at Snapclarity’s cost and expense.

12.3 Indemnification by You. You will indemnify, defend and hold Snapclarity harmless from any claims, demands, liabilities, losses, damages, judgments or settlements, including all reasonable costs and expenses related thereto including legal fees, directly or indirectly resulting from (a) any allegation that You have engaged in conduct, which if true would breach Your warranties or obligations under this Agreement; (b) any allegation that Your Data infringes the Proprietary Rights of any third party; (c) Your negligent or willful misconduct; and (d) any violation by You of any privacy laws, regulations and directives relating to the collection, use or disclosure of any Personal Information provided to Snapclarity hereunder. Snapclarity reserves the right to participate in the defence of any such claim and to be represented by counsel of its choice.

13. TERM AND TERMINATION

13.1 Term. These Terms of Use will commence on the day you first use the Platform and will continue in force until terminated by either party as described below (the “Term”). Either party may terminate these Terms of Use as follows: (1) snapclarity may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at Snapclarity’s discretion, by email (at your current email address on file with snapclarity) or through the Platform; and (2) you may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Platform) that your User Account be deleted or deactivated, ceasing use of the Platform and uninstalling and removing all local software components thereof from your systems.

We are not liable to you or any other party for any termination of your User Account or access to the Platform. Termination of your User Account will not modify, change or void any payment obligations you may have incurred through your use of the Platform, whether such obligations to us, a Counsellor or a third party.

We reserve the right (but have no obligation under these Terms of Use) to investigate and take appropriate action, including legal action, in our sole discretion against you if you violate any Terms of Use, including suspending or terminating your User Account and reporting you to law enforcement authorities.

We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any materials on or through the Platform. You waive and hold harmless Snapclarity from any claims resulting from any actions taken by Snapclarity during or as a result of its investigations and from any actions taken as a consequence of investigations by either snapclarity or law enforcement authorities.

13.2 Termination Upon Default. The non-breaching party may terminate this Agreement in the event that the other party materially defaults in performing any obligation under this Agreement and such default continues and is not remedied for a period of five (5) days following written notice of default.

13.3 Termination for Convenience. Snapclarity may terminate this Agreement and/or Your access to the Platform at any time.

13.4 Survival of Certain Terms. All provisions of this Agreement reasonably required to survive termination, including, without limitation, Sections 8 and 14, will survive termination of this Agreement. All other rights and obligations of the parties will cease upon termination of this Agreement.

13.5 Effect of Termination. Upon termination of this Agreement for any reason Your access to the Platform will end immediately and Your account will be disabled. For a period of thirty (30) days following termination of this Agreement for any reason, Snapclarity will make available to You a file of Your Data if You so request at the time of termination. You agree and acknowledge that Snapclarity is not obliged to retain non health-related Data, and after thirty (30) days following termination, may delete such Data. Snapclarity is not liable to You or to any other party for any termination of this Agreement and for disablement of Your account. Termination of access to the Services and Therapy Services will not modify or void any payment obligations You incurred through Your use of the Services or the Therapy Services.

14. CONFIDENTIAL INFORMATION

Neither party will use or disclose any Confidential Information (defined below) of the other party. A party receiving Confidential Information from the other party will use the highest commercially reasonable degree of care to protect that Confidential Information. The Services and the Content, including methods, ideas or concepts utilized therein, and all proprietary or confidential information imparted in confidence by a disclosing party, whether or not marked as confidential, or otherwise obtained (directly or indirectly) by a receiving party or by any authorized persons of the receiving party (“Confidential Information”) will remain the sole property of the disclosing party unless otherwise agreed to in this Agreement, and will not be used or disclosed to any third party without the express written consent of the disclosing party (except to employees or consultants who are bound by a written agreement with such party to maintain the confidentiality of such Confidential Information in a manner consistent with this provision). Items will not be considered to be Confidential Information if they are (i) available to the public other than by a breach of this Agreement or an agreement with the disclosing party, (ii) rightfully received from a third party not in breach of an obligation of confidentiality, (iii) independently developed by employees of recipient without access to the Confidential Information of the disclosing party, or (iv) rightfully known to the recipient at the time of disclosure. Neither party will be in breach of this Section for disclosing Confidential Information in compliance with an applicable law or a court order, provided the other party is given reasonable notice of such law or court order and an opportunity to attempt to preclude or limit such production. You agree that the terms and conditions of this Agreement will be considered to be Confidential Information of Snapclarity.

15. MISCELLANEOUS

15.1 Report Violations. You should report any security violations to us by sending an email to support@snapclarity.com

15.2 Notices. Any notice required or permitted hereunder will be in writing and will be given by electronic mail at info@snapclarity.com. Such notice will be deemed to have been received twelve (12) hours after it was sent.

15.3 Governing Law. For Canadian residents these terms will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. For U.S residents these Terms are governed by the laws of the State of Delaware, without regard to any conflict of laws rules or principles. You irrevocably agree that the exclusive venue for any action or proceeding arising out of relating to this Agreement or our relationship with you, regardless of theory, shall be in the Province of Ontario and the federal laws of Canada applicable therein. You irrevocably consent to the personal jurisdiction of the aforementioned courts and hereby waive any objection to the exercise of jurisdiction by the aforementioned courts.

15.4 Force Majeure. Under no circumstances will either party be liable to the other for any failure to perform its obligations where such failure results from causes beyond that party’s reasonable control.

15.5 Entire Agreement and Waiver. This Agreement and all documents incorporated by reference hereto, including any additional terms and conditions of purchase or sale, will constitute the entire agreement between the parties with respect to its subject matter, and all prior agreements, representations, and statements with respect to such subject matter are superseded. This Agreement may be changed by Snapclarity upon notification to You. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such breaches and the waiver of any breach will not act as a waiver of subsequent breaches. You hereby agree that (a) this Agreement operates in addition to any terms of use imposed or required by Apple Inc., Google, Inc., Microsoft, Inc. or any other App Store Owner from which you download the App (“App Provider Terms”); and (b) the terms of this Agreement supplement and do not alter or amend any such App Provider Terms.

Last Updated: May 20th, 2020