Terms & Conditions for Therapists

1. OVERVIEW. Snapclarity Inc. (“Snapclarity”) provides an online platform (the “Platform”) for end users (“Users”) to access mental health-related services including, but not limited to, mental health assessment tools, wellness strategies, self-help tools, peer support chat environments, therapist matching algorithms and related notification, scheduling and payment services (the “Platform Services”). Through the Platform Services, Users will have the option to access the Therapy Services. “Therapy Services” consist of a User’s individual direct communication with a therapist, counsellor or mental health professional (a “Therapist” or “You”) for the purpose of receiving therapy, counselling, advice, information or input from You. As the supplier of the Platform Services, Snapclarity’s role is strictly limited to facilitating access to the Therapy Services.

2. ACCEPTANCE OF TERMS AND CONDITIONS. You acknowledge that you are a therapist, counsellor or mental health professional. These Terms and Conditions (the “Terms and Conditions” or “Agreement”) govern your membership and access to the Platform Services and Your use of the Snapclarity mobile application (the “App”) to provide Therapy Services. By clicking a box, you accept and agree to be legally bound by these Terms and Conditions. If you do not agree with these Terms and Conditions, do not accept them and do not subscribe to the Platform Services or provide Therapy Services through the Platform.

3. TERM. These Terms and Conditions are effective as of the date You have successfully completed Your registration on the Platform (the “Effective Date”) and will continue in full force and effect until terminated in accordance with these Terms and Conditions (the “Term”).

4. FEES.

4.1 Membership Fee. You will pay Snapclarity a membership fee in accordance with Snapclarity’s current fee schedule. You will pay the Subscription Fees by electronic payment methods. Snapclarity reserves the right to terminate Your access to the Platform Services if You provide false or fraudulent billing or contact information. Snapclarity reserves the right to amend its fee schedule from time to time.

4.2 Payment for Therapy Services. Snapclarity will facilitate collection of payment from the Users to whom you provide Therapy Services (the “Therapy Fees”). You will  receive such Therapy Fees  on the 15th and 30th of each month by electronic payment methods.

4.3 Third Party Payment. Payments are processed by a third party payment processor using their secure site.

4.4 Taxes. You will be wholly responsible for complying with, and submitting the requisite filings, reporting and payments under, applicable federal, provincial, municipal or local law including without limitation, paying all taxes, employment insurance contributions, Canada Pension Plan contributions, employer health tax, workers’ compensation premiums, goods and services tax, or any other levies or taxes for which You may be liable at law.

5. THERAPIST REPRESENTATIONS AND WARRANTIES.

5.1 Age. You confirm that you are at least eighteen (18) years of age and have the legal capacity to enter into this Agreement.

5.2 Professional Status. You confirm you are a licensed professional in good standing with Your governing regulatory body and You agree to maintain such status during the Term. You will provide true, accurate and complete information of Your skills, degrees, qualifications and professional status to Snapclarity and to Users and will update such information during the Term as required. In performing the Therapy Services, You will abide by applicable laws and such regulations required of You by Your governing regulatory body. You will not provide Therapy Services in a jurisdiction where You are not authorized or licensed to do so.

5.3 Insurance. You will, at Your own expense, throughout the Term have the insurance You are required to have by law, or through Your regulating body to have. On request by Snapclarity, You will deliver proof of such insurance satisfactory to Snapclarity.

5.4 Independent Contractor. You acknowledge and agree that in performing the Therapy Services, You are not an employee of Snapclarity but that You are performing such services as an independent contractor. You will not, without the prior written consent of Snapclarity enter into any contract or commitment in the name of or on behalf of Snapclarity nor bind Snapclarity in any respect whatsoever. You acknowledge that You are not eligible for any benefits or perquisites from Snapclarity other than as specifically set out in these Terms and Conditions.

5.5 Other Services / Communication. You will not to provide any User with any services other than the Therapy Services. Your sole means of communication with Users will be through the Platform.

5.6 In-Person Meetings and Examinations. You acknowledge that the Therapy Services are not a substitute for Users whose symptoms, conditions, issues and circumstances require an in-person meeting or examination. You will not diagnose, treat, counsel or recommend treatment to a User over the Platform when such User requires an in-person meeting or examination. When appropriate, You will recommend Users to seek an in-person meeting with a qualified professional.

5.7 Non-Emergency Services. You will only provide Therapy Services in relation to non-emergency circumstances and issues. You will instruct Users facing emergency circumstances or issues to immediately contact 911 or to access their local emergency assistance resources.

5.8 No Medical Services. You acknowledge that You will not provide any medical services or engage in a physician/patient relationship through the Platform. You will not prescribe or dispense any medication.

5.9 Therapy Services. You acknowledge that You will be solely responsible for any provision of Therapy Services and that Snapclarity does not provide any Therapy Services.

5.10 Responsibility. You acknowledge that you will be solely responsible for any agreement you make with a User and for any transactions conducted through the Platform.

5.11 Applicable Laws. In performing the Therapy Services, You agree to adhere to all applicable local, provincial, national and international laws, statutes, ordinances, regulations and ethical codes. You further agree not to use the Platform to engage in or solicit any illegal or unethical activity.

6. SNAPCLARITY RIGHTS.

6.1 Your Profile. Snapclarity may amend Your personal profile on the Platform to correct typing and spelling errors. Snapclarity is not responsible for verifying the accuracy of the information, qualifications and credentials provided in Your profile on the Platform.

6.2 Modification / Suspension. Snapclarity may modify, suspend, disrupt or discontinue the Platform Services, any part of the Platform, the Content and Your use of the Platform and the Platform Services at any time without notice to You. You agree that Snapclarity will not be liable for such actions or for any losses or damages sustained by You or any third party as a result of such actions.

6.3 Termination of Platform Services. Snapclarity may terminate Your use of the Platform and the Platform Services at any time at its sole discretion.

7. NON-COMPETITION AND NON-SOLICITATION. Without the prior written authorization of Snapclarity, You will not, for a period of one year following the termination for any reason of this Agreement, either directly or indirectly, for Yourself or through, on behalf of, or in conjunction with any person, in any manner whatsoever:   (i) divert or attempt to divert any business of Snapclarity or any of its affiliates to any competitor of Snapclarity, by direct or indirect inducement or otherwise; (ii) solicit or attempt to solicit any of Snapclarity’s employees or consultants to induce them to leave their employment or engagement with Snapclarity; (iii) solicit or attempt to solicit any of Snapclarity’s customers, wherever situated, for the purpose of (A) inducing them to end or reduce their current or future dealings with Snapclarity; or, (B) benefiting any person, firm or corporation that offers services or products that compete with those offered by Snapclarity; (iv) do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Snapclarity or its affiliates; or (v) own, maintain, operate, engage in, be employed by or have any interest in any business that is a direct competitor of Snapclarity or its affiliates. It will not be a breach of this Agreement for You to own or control not more than 5% of a company whose shares are publicly traded on a recognized stock exchange in Canada or the United States. 

8. YOUR RESPONSIBILITIES.

8.1 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.

8.2 Applicable Laws. You must abide by all applicable local, provincial, state and national laws and all relevant treaties and directives in Your use of the Platform Services.

8.3 Limiting Access. You shall 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 shall not knowingly allow competitors of Snapclarity to access the Platform Services.

8.4 No Responsibility. Snapclarity accepts no responsibility and shall 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.

9. YOUR DATA

9.1 Your Data. In the course of using the Platform Services, You may provide certain information, data and material through the Platform Services (“Your Data”).  You agree that the 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 the Platform Services or 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. 

9.2 Ownership of Your Data. 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 submitted by You. You acknowledge that Snapclarity will have no responsibility or liability for Your Data. Snapclarity reserves the right, in its absolute discretion to remove or refuse to transmit Your Data on the Platform for any reason.

9.2 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.

10. LICENSE FOR PLATFORM SERVICES. Snapclarity grants and You hereby accept, 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 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 to provide Therapy Services to users.

11. 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 to provide Therapy Services to users.

12. RESTRICTIONS. You acknowledge that the Platform Services, 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 shall 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; (vii) 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 (viii) 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, without limitation, any patent, trade-mark, copyright, trade secret, industrial design or confidential information of Snapclarity or its licensors.

13. THIRD PARTIES.

13.1 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.

13.2 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.

14. OWNERSHIP

14.1 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, 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 Services and the Content, including but not limited to the right to access and use the Platform Services and the Content, will terminate.

14.2 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.

15. 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.

16. 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.

17. WARRANTIES

17.1 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 shall be at Your sole risk. Snapclarity reserves the right, in its sole discretion, to correct any errors or omissions in any part of the Services or in any portion of the Content.

17.2 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; and (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, industrial designs and trademarks.

17.3 Warranty Disclaimer.  EXCEPT FOR THE WARRANTIES IN THIS SECTION, 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.

18. LIMITATION OF LIABILITY. 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.

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

19. INDEMNIFICATION.

19.1 Indemnification by Snapclarity. Snapclarity shall 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 or Your employees, agents or customers.

19.2 Cooperation. Notwithstanding Section 19.1 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 shall 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.

19.3 Indemnification by You. You shall 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 in connection with Your provision of Therapy Services;  (b) any allegation between You and a third party; (c) any allegation that You have engaged in conduct, which if true would breach Your representations, warranties or obligations under this Agreement; (d) any allegation that Your Data infringes the Proprietary Rights of any third party; (e) Your negligent or willful misconduct; and (f) 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.

20. TERMINATION.

20.1 Termination Upon Default. Snapclarity may terminate this Agreement at any time for fundamental breach by You by providing You with one (1) day’s advance notice.

20.2 Termination for Convenience. Either party may terminate this Agreement at any time for convenience by providing the other party with thirty (30) days’ advance notice.   

20.3 Survival of Certain Terms. All provisions of this Agreement reasonably required to survive termination, including, without limitation, Sections 14 and 21, shall survive termination of this Agreement. All other rights and obligations of the parties will cease upon termination of this Agreement.

20.4 Effect of Termination. Upon termination of this Agreement for any reason Your access to the Services will end immediately, You will cease to provide Therapy Services 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 Your Data, and after thirty (30) days following termination, may delete Your Data.

21. CONFIDENTIAL INFORMATION. Neither party shall 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 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 shall 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.

22. MISCELLANEOUS.

22.1 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.

22.2 Assignment. This Agreement may not be transferred or assigned, in whole or in part, by either party either voluntarily or by operation of law without the prior written consent of the other party, where such consent shall not be unreasonably withheld.

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

22.4 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.

22.5 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: June 28, 2018

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”). 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 MUST BE AT LEAST SIXTEEN YEARS OF AGE TO ACCESS THE PLATFORM AND APP. IF YOU ARE NOT AT LEAST SIXTEEN YEARS OF AGE YOU MUST NOT ACCESS AND USE THE PLATFORM AND APP. THE TERMS “YOU” AND “YOUR” REFER TO THE INDIVIDUAL USER OF THE PLATFORM AND THE APP. IF YOU ARE A THERAPIST, PLEASE SEE OUR THERAPIST TERMS AND CONDITIONS.

THE PLATFORM AND APP ARE NOT INTENDED TO PROVIDE MEDICAL ADVICE AND 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 OR APP IN ANY OF THE ABOVE 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, therapist matching algorithms, and related notification, scheduling and payment services (the “Platform”). Through the Website, Platform and App (together, the Services), You will have the option to access individual direct communication with a therapist (a “Therapist”) for the purpose of receiving therapy, counselling, advice, information or input from such Therapist (the “Therapy Services”). As the supplier of the Services, Snapclarity’s role is strictly limited to facilitating the Therapy Services. It is up to You to determine whether you wish to access and use the Therapy Services provided by Therapists.

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.

2.5 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. 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.

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 Personal Information. Your personal information will be collected, used and disclosed in accordance with Snapclarity’s 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 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.

5. 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 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 to access the Platform 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 Services.

5.5 No Responsibility. You will not permit persons other than You to access the Platform 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 Services.

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.

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 THERAPIST 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 Snapclarity and the Services are not intended to provide medical advice. Although Snapclarity will, through the Platform, 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 Therapy Services. As such, Snapclarity 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.

10.2 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.

10.3 You acknowledge that in some cases, the services offered through the Platform 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 and/or the Therapy Services.

11.LIMITATION OF LIABILITY

11.1 IN NO EVENT WILL SNAPCLARITY 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 SERICES 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.

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

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 the Your Data, and after thirty (30) days following termination, may delete Your Data.

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 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.

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

15.3 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.

15.4 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: June 28, 2018