SNAPCLARITY TERMS AND CONDITIONS OF USE 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 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 the 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 trade secrets of Snapclarity and its licensors. 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; (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.
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 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.
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 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 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 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 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, (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.
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, which 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: March 6, 2018
