SNAPCLARITY TERMS AND CONDITIONS OF USE

THESE TERMS AND CONDITIONS OF USE (THIS “AGREEMENT”) GOVERN YOUR SUBSCRIPTION AND ACCESS TO THE PLATFORM SERVICES (AS SET OUT BELOW) AND YOUR USE OF THE SNAPCLARITY MOBILE APPLICATION (THE “APP”). 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.  THE TERMS “YOU” AND “YOUR” REFER TO THE INDIVIDUAL USER OF THE PLATFORM SERVICES.

THE PLATFORM SERVICES ARE NOT DESIGNED FOR USE IN EMERGENCY SITUATIONS. YOU MUST IMMEDIATELY CALL THE EMERGENCY SERVICE NUMBER (911 IN CANADA AND THE U.S.) IF YOU ARE CONTEMPLATING SUICIDE, IF YOU ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS, IF YOU FEEL THAT YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY.  YOU MUST NOT USE THE PLATFORM SERVICES IN ANY OF THE PREVIOUSLY MENTIONED SITUATIONS.

  1. DESCRIPTION OF THE SERVICES

1.1 Services. Snapclarity Inc. (“Snapclarity”) provides an online platform that provides You with access to mental health-related services including, but not limited to, mental health assessment tools, self-help tools, peer support chat environments, therapist matching algorithms and related notification, scheduling and payment services (the “Platform Services”). Through the Platform Services, You will have the option to access the Therapy Services. Therapy Services consist of Your individual direct communication with a therapist, counsellor or mental health professional (collectively a “Therapist”) for the purpose of receiving therapy, counselling, advice, information or input from such Therapist. As the supplier of the Platform Services, Snapclarity’s role is strictly limited to facilitating the Therapy Services. It is up to You to determine whether you wish to access the Therapy Services.

  1. LICENSE

2.1 License for Services.  Snapclarity grants and You hereby accept, upon payment by You of the Fees (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, (the “License”) to access and use the Platform Services and to access and use all material, information and technology offered as part of the Platform Services including but not limited to documents, articles, reports, software, graphics, text, images and logos, algorithms, processes, user interfaces, designs and know-how (the “Content”) solely for Your personal use.

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 Platform Services and the Therapy Services.

2.3  License Term. This Agreement will commence upon Your completion of the registration process (the “Effective Date”) and will continue in full force and effect until otherwise terminated pursuant to the provisions hereof.

2.4 Restrictions. You acknowledge that the Platform Services, the App and the Content, constitute valuable trade secrets of Snapclarity and its licensors.  Except as otherwise set out in this Agreement, You will not (i) copy or use the Platform Services, the App or the Content; (ii) alter, modify, duplicate, translate, de-compile, reverse engineer, or attempt to recreate the Platform Services, App or the Content, in whole or in part; (iii) modify or create any derivative works from the Platform Services, App or the Content any part thereof; (iv) merge the Platform Services or the Content with any other software; (v) disclose to any third party any performance information or analysis relating to the Services and the Content; (vi) license, sublicense, sell, convey, assign, transfer, give, lend, rent, transfer or otherwise grant any right to any of the Platform Services, 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; (vi) build an identical product to the Platform Services or the App or a product with similar ideas, features and functionality as the Platform Services or the App; and (vii) copy any ideas, features of functions of the Platform Services 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 Services, 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 Services, 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 under any patent, trade-mark, copyright, trade secret or confidential information of Snapclarity or its licensors.

  1. YOUR DATA

3.1  Your Data. In the course of using the Platform Services, You may provide certain information, data and material through the Platform 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; (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. You acknowledge that You have obtained the consent to use any Personal Information (as that term is defined in the Personal Information Protection and Electronic Documents Act (S.C. 2000, c.5) (“PIPEDA”) and all other applicable privacy legislation) contained in Your Data from the person to whom the Personal Information pertains, and that You have complied with all relevant privacy laws in collecting, using the disclosing such Personal Information.  

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. You acknowledge that Snapclarity will have no responsibility or liability for Your Data.

3.3 License. You agree to grant Snapclarity and its third party service providers a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to use anonymized versions of Your Data for the purposes of analyzing, aggregating and preparing reports and recommendations. Snapclarity will use Your Data in accordance with Snapclarity’s Privacy Policy.

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

4.3 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.

 

  1. YOUR RESPONSIBILITIES

5.1  Age. You acknowledge that you are at least sixteen (16) years of age.

5.2  Account. You are responsible for all of the activity associated with Your account and 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 Platform 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 Platform Services.

5.4 Limiting Access. You will not permit persons other than Your authorized representatives to access the Platform Services or to use the App. You represent that you are not a competitor of Snapclarity and agree that you will not knowingly allow competitors of Snapclarity to access the Platform Services.

5.5 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 Services or to the App resulting from Your failure to adhere to the provisions set out in this Section.

  1. THIRD PARTIES.

6.1 Third Party Links. The Platform Services 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 Services 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.

  1. OWNERSHIP

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

7.2 Trade-marks. The trade-marks, logos and company names of Snapclarity or any of its affiliates and licensors used as part of the Platform Services, 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 Services, the App and in the Content may be the trade-marks of their respective owners.

7.3 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 Services, the App and the Content or in or on any related material.

  1. WARRANTIES

8.1 Content. The Content may contain inaccuracies and typographical errors. Snapclarity makes no representation or warranty regarding the accuracy or completeness of the Content or information accessible while using the Platform Services, or the reliability of any advice, opinion, treatment, medication, statement or other information displayed or distributed through the Platform Services. You acknowledge that any reliance on any of the foregoing and Your use of the Platform Services 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 Services or in any portion of the Content. Snapclarity may make any other changes to the Platform Services and the Content at any time without notice.

8.2 General Warranty. Snapclarity warrants that (i) Snapclarity has the right to enter into this Agreement; (ii) to Snapclarity’s knowledge, neither the Platform Services 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 Services 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 and trademarks.

8.3 Warranty Disclaimer.  EXCEPT FOR THE WARRANTIES IN THIS SECTION 8, THE PLATFORM SERVICES, 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 SERVICES, THE APP AND THE CONTENT WILL MEET YOUR REQUIREMENTS, THAT THE PLATFORM SERVICES, THE APP AND/OR THE CONTENT WILL BE FREE FROM ERRORS OR FUNCTION WITHOUT INTERRUPTION, THAT ANY STORED DATA 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 SERVICES WILL ENABLE YOU TO ACHIEVE ANY PARTICULAR RESULT OR RESULTS.

  1. ACKNOWLEDGEMENTS.

9.1  Although Snapclarity will, through the Platform Services, help you to access the Therapy Services and will match You with a Therapist, Snapclarity does not employ such Therapists. Your relationship relating to the Therapy Services is strictly between You and the Therapist. Snapclarity’s role is strictly limited to facilitating the Therapy Services and Snapclarity does not regulate or supervise the Therapist Services. As such, Snapclairty is not responsible for the quality of the Therapy Services, or for any act, omission or wrongdoing of any Therapist. You acknowledge that Snapclarity makes no representation or warranty whatsoever as to whether the Therapy Services will be relevant, useful, correct, satisfactory or suitable to Your needs.

9.2 While Snapclarity does verify the professional registration status of the Therapists,  You acknowledge that Snapclarity does not guarantee the validation of, the skills, degrees, qualifications, licensure, certification, credentials, competence or background of any Therapist.

9.3 You acknowledge that in some cases, the services offered through the Platform Services and the Therapy Services may not be a full and complete substitute for a face-to-face session with a licensed Therapist. You should not rely on or make health or well-being decisions based solely upon Your use of the Platform Services and/or the Therapy Services.

 

10.LIMITATION OF LIABILITY

10.1 IN NO EVENT WILL SNAPCLARITY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, LOSS OF PROFITS, COST OF COVER, ARISING FROM OR RELATING TO THIS AGREEMENT, THE PLATFORM SERVICES OR THE CONTENT, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. 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.

10.2 Snapclarity will not be liable for the deletion of, correction to, destruction of, damage to, loss of or failure to store Your Data.

  1. INDEMNIFICATION

11.1 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 Services 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 Services by You.

11.2 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.

11.3 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.

  1. TERM AND TERMINATION

12.1 Term. This Agreement will commence on the Effective Date and will continue in full force and effect until terminated in accordance with this Agreement.

12.2  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.

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

12.4 Survival of Certain Terms. All provisions of this Agreement reasonably required to survive termination will survive termination of this Agreement. All other rights and obligations of the parties will cease upon termination of this Agreement.

12.6 Effect of Termination. Upon termination of this Agreement for any reason Your access to the Platform Services 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 the Your Data, and after thirty (30) days following termination, may Your Data.

  1. CONFIDENTIAL INFORMATION

Neither party will use or disclose any Confidential Information 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 Platform Services and the Content, including methods, ideas or concepts utilized therein, and all information identified by a disclosing party as proprietary or confidential (“Confidential Information”) will remain the sole property of such disclosing party, 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, (iv) rightfully known to the recipient at the time of disclosure, or (v) produced in compliance with applicable law or a court order, provided the other party is given reasonable notice of such law or 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.

  1. MISCELLANEOUS

14.1 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.

14.2 Governing Law. This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

14.3 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.

14.4 Entire Agreement and Waiver. This Agreement and all documents incorporated by reference hereto 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.

Last Updated: December 5, 2017