These Terms of Service (the “Agreement”) form a legal agreement between you and Proforo Inc. d.b.a.Theraguide (“Theraguide”) respecting your use of Theraguide services as described herein and on Theraguide’s website. BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you have any questions or concerns about the terms of this Agreement, please contact us at info@mytheraguide.com.
Definitions
“Account” means the registration and other information you provide to Theraguide described in Section 2.2 below.
“Advisor” means the social workers, psychotherapists, psychologists or similar users of the Services that has executed an agreement with Theraguide to offer Advisor Services through the Site.
“Advisor Services” means any mental health support and consultation services that an Advisor may provide to a User facilitated by, or initiated through, the Services.
“User” means a user of the Services that registers on their Account that they are a User that would like to use the Services to find and pay for Advisor Services through the Site.
“Content” means any materials and information posted or provided by Users or Advisors to Theraguide through the Site.
“Payment Account” means the third party payment processor account(s) described in Section 2.2(b).
“Services” means the services described in Section 2.1 below.
“Site” means Theraguide’s website through which Services and Advisor Services are provided, accessible at mytheraguide.com
The Services
What they are. Theraguide provides through the Site an online marketing platform providing general information about Advisors and mental health, connecting Users seeking mental health services with Advisors who can provide such services, and allowing Users to book and pay for Advisor Services through the Site (the “Services”). Users can provide responses to a few basic questions, and the responses are then used to match the User with a selection of Advisors with corresponding fields of expertise; this selection is e-mailed to the User through the e-mail address provided by the User. Once the User has selected an Advisor, they can request a booking with the Advisor through the Site, and upon making such request, will provide payment information so that any booked sessions of Advisor Services will be paid for through the Site. Payments for Advisor Services will be made in accordance with Section 5 below; it is important to note that no amounts will be charged to the User for Advisor Services until the Advisor has confirmed to Theraguide that the session of Advisor Services has been completed. The Services are provided subject to the terms and conditions of this Agreement and Theraguide’s policies posted on the Site. The Site and Services are intended only to facilitate the initial connection between Users and Advisors via Theraguide’s online platform and the administrative activities of booking and payment for Advisor Services; no Advisor Services are offered by Theraguide or through the Site, and it is solely the Advisors’ responsibility to arrange for the Advisor Services and the method of providing Advisor Services to Users. THERAGUIDE IS NOT A PROVIDER OF HEALTH CARE OR HEALTH CARE SUPPORT SERVICES; THERAGUIDE’S ROLE IS SOLELY TO FACILITATE THE AVAILABILITY OF THE SITE AND SERVICES TO ADVISORS AND USERS. THE SERVICES ARE OFFERED FOR INFORMATIONAL AND SCHEDULING PURPOSES ONLY, AND ARE NOT INTENDED TO BE MEDICAL ADVICE OR MEDICAL CARE, OR A SUBSTITUTE FOR MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. Theraguide is not a contracting agent or representative of any Advisor or User, nor does Theraguide endorse any specific Advisor. Advisors are independent contractors, making use of the Site to enhance their own separate business, and Theraguide does not cover or provide any insurance for the practice of mental healthcare professionals. From time to time, Theraguide may feature selected Advisors on its Site; such feature is based on pre-existing contractual agreements with the Advisors and is not an endorsement of such Advisors.
Registration and Other Preliminaries to Accessing the Services. In order to use the Services, you must:
provide up-to-date, complete and accurate registration information, which may include your first and last name, your address, your phone number, your age, and your valid email address, and your Access Information, as described in Section 2.3 below. You must be at least 18 years of age to use the Services without supervision. If you are between the ages of 16 and 18, you can use the Services only in conjunction with, and under the supervision of, your parent or guardian who has agreed to these Terms. If you are the parent or legal guardian of a child under the age of 18, you must enter into this Agreement, and may use the Services, on behalf of such minor child. By using the Services on behalf of a minor child, you represent and warrant that you are the parent or legal guardian of such child, with the legal authority and capacity to make decisions for such child. In such cases, the term “User” and “you” or “your” will be interpreted as applying to either or both of the minor and the parent/guardian in this Agreement, as applicable in the context;
where required, provide up-to-date, complete and accurate account information as required by Theraguide’s preferred third party payment processor as linked through the Site, so that Theraguide is able to accept payments from you; additionally, if you are a User, you must ensure that you have sufficient funds to pay for Advisor Services that you request; and
be at all times in compliance with the terms and conditions of this Agreement and applicable law.
Please note that the third party payment processor used by Theraguide may require you to input personal or sensitive information, such as your credit card details. Such information is NOT stored by Theraguide, and any processing and storage of such information will be done by the third party payment processor and subject to their privacy and security policies. You specifically agree that Theraguide may rely on the accuracy of the information provided by you to Theraguide, and that Theraguide will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Theraguide.
User IDs. Theraguide may provide you with the ability to create a user ID and password (the “Access Information”). The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you to obtain access to the Services using the Access Information, and in particular, Advisors will not permit other Advisors to use their Account, nor shall Users permit other Users to use their Account. Theraguide is not responsible or liable in any way for any use of the Services (authorized or unauthorized) by anyone accessing the Services using your Access Information, and you accept all responsibility for such use of the Services and any consequences resulting from such use of the Services.
No Liability for Advisor Services. You acknowledge that the relationship between Theraguide, Users and Advisors is that of independent contractors; nothing in this Agreement shall imply that Advisors are Theraguide’s employees or agents, nor that Theraguide has any responsibility to assess, investigate or evaluate any individual Users, Advisors, Advisor Services or Content. Theraguide expressly disclaims any representation that it has any supervision, control or direction over Users, Advisors, Advisor Services or Content, or that it can guarantee anything on behalf of the Users or Advisors, including without limitation, their background, qualifications, the quality of the Advisor Services or Content, or abilities. Theraguide’s sole responsibility under this Agreement is to provide Users with the Advisor Content and descriptions of Advisor Services posted by Advisors, enable Users and Advisors to interact through the Site, and collect and remit payments as described in the fee section herein. ALL ACTS UNDERTAKEN BY YOU PURSUANT TO THE SERVICES IS AT YOUR OWN RISK, AND ALL GUARANTEES AND REPRESENTATIONS MADE BY ADVISORS OR USERS ARE THEIR RESPONSIBILITY, NOT ENDORSED BY THERAGUIDE. THE SITE AND SERVICES COMPRISE AN ONLINE PLATFORM WHICH FACILITATES THE CONNECTION BETWEEN ADVISORS AND USERS ON THE SITE AND VIA THE SERVICES. YOU UNDERSTAND AND AGREE THAT THERAGUIDE IS NEITHER A PARTY TO ANY AGREEMENT ENTERED INTO BETWEEN A USER AND AN ADVISOR NOR DOES THERAGUIDE HAVE ANY CONTROL OVER THE ADVISOR SERVICES OR THE CONDUCT OF USERS OR ADVISORS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD. ANY MEETINGS (VIRTUAL OR OTHERWISE) BETWEEN USERS, ADVISORS OR ANY OTHER THIRD PARTIES AND ANY PURCHASES OF ADVISOR SERVICES ARE DONE AT THE PARTIES’ SOLE RISK.
Suspension of Services. Theraguide reserves the right to change, suspend or discontinue the Services or any part of the Services at any time, including the availability of any feature or content, account access, or any promotion offered by Theraguide. Theraguide may also impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without notice or liability.
Use Services at Your Own Risk. As Content is created by you, other Users, Advisors, and by many other people over whom Theraguide has no control, you acknowledge that your use of the Services may result in references to third parties, links to third party websites or documents, and other third party information. Third party websites, documents, information, opinions, advice or statements (including those made by Advisors or Users of the Services) are not under the control of Theraguide, and Theraguide is not responsible or in any way liable for their contents, including without limitation their accuracy, reliability, copyright compliance, legality, decency, or any other aspect of their content. All Content obtained through the Services is provided on an “AS IS” basis, and although Theraguide will make reasonable attempts to respond to Content complaints in a timely manner, Theraguide makes no warranties or guarantees whatsoever that Content that is offensive to any one particular Advisor or User will be removed, or that any particular Advisor or User will be barred from using the Services. Neither the Services nor the Content replace medical advice received directly from a licensed qualified professional. You should never rely on or make health or well-being decisions solely on use of this Site. You should never disregard, avoid, or delay in obtaining medical advice from your doctor or other qualified healthcare professional because of information or advice you received through the Services. OTHER THAN TO THE LIMITED EXTENT REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAW, UNDER NO CIRCUMSTANCE WILL THERAGUIDE BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON THE ADVISOR SERVICES OR THE SERVICES , OR ON INFORMATION OBTAINED THROUGH THE ADVISOR SERVICES OR THE SERVICES (INCLUDING FROM ADVISORS, USERS OR ANY THIRD PARTY, AND INCLUDING ANY OPINIONS, STATEMENTS OR ADVICE).
Advisor Services and Advisor Content are At Your Risk. As a User, it is your responsibility to evaluate the accuracy, completeness or usefulness of any Advisor Services and Advisor Content available through the Services, or obtained from a third party linked site. Theraguide does not independently investigate the credentials of Advisors, and does not guarantee the authenticity or accuracy of any information provided on the Site, including information regarding the qualifications of Advisors, including their degrees, licenses, certifications, credentials, or background. Users should investigate Advisors thoroughly before contacting them, by reviewing public listing register for the applicable licensing authorities to verify listed credentials, education, and insurance coverage, and to further verify information about a particular Advisor. Users hereby acknowledge and agree that the ultimate decision to engage the services of an Advisor remains solely with the User despite the User’s use of the Services, and each User hereby agrees to assume any risk inherent in utilizing the Services and/or deciding to actually engage, and use the services of, any Advisor listed on our Site. You are responsible for viewing and abiding by the privacy statements and terms of use posted at any third party website accessed through the Services, including any Advisor website, and/or for complying with any other agreements entered into between you and Advisors or any other third party.
Disclaimer. You are solely responsible for all equipment necessary to access and use the Site and Services. Theraguide is only providing the platform through which Users and Advisors communicate, and is not responsible for: (a) any delays or cancellations in relation to Advisor Services, (b) unsuccessful experiences with Advisor Services, (c) any Content, (d) personal issues between Users and Advisors, (e) the effectiveness of the Advisor Services or Advisor Content in meeting Users’ needs, (f) pricing of the Advisor Services, (g) issues with your computer equipment, mobile device, the Internet, or your ISP in accessing or using the Services, or (h) charges relating to your wireless network carrier or use of your mobile device in using the Services.
Content
Your Submissions. The Services are designed to allow users to post and access information in both public and limited-access ways. As such, any posts, comments, suggestions for improvement, or other messages, either provided to Theraguide directly or by posting through the Services, including any Content (each, a “Submission”), is: (a) if posted to a public area on the Site, considered non-confidential and may be disseminated or used by Theraguide and by any third party accessing the Services, for any purpose whatsoever, and (b) if posted to a limited-access area on the Site, may be disseminated or used by Theraguide and by any third party accessing the Services for the limited purpose associated with such limited-access area (including to match Users to Advisors). All Submissions made by you are solely your responsibility, and it is your responsibility to ensure that your Submissions do not contain personal or private information, as defined by applicable law, either belonging to you or to any other third party, unless the person owning the personal or private information has provided their specific consent to such use. Theraguide has no liability whatsoever related to any Submission made or accessed by you. This provision does NOT apply to personal information that is subject to Theraguide’s Privacy Policy (including your registration information) except to the extent that you make such personal information publicly available on or through the Services. Notwithstanding the foregoing, Theraguide reserves the right to remove any Submission from the Services if such Submission violates this Agreement or any other written policy or terms of use published by Theraguide from time to time, or is otherwise objectionable, as determined by Theraguide, in its sole discretion.
License to Theraguide Content. Subject to your compliance with the terms and conditions of this Agreement, Theraguide grants you a limited, non-exclusive, non-transferable license: (i) to view, download and print any Theraguide content solely for your personal and non-commercial purposes; and (ii) to access, modify, edit and download any Content to which you are permitted access, subject to any permission restrictions imposed on such Content by the owner of such Content, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site Services or any content (whether Theraguide content or any Content), except as expressly permitted in this Agreement.
Responsibility for Content. You acknowledge and agree that you are solely responsible for all content that you make available through the Site or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all content that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant to Theraguide the rights to use such content as contemplated under this Agreement; and (ii) neither your content nor your posting, uploading, publication, submission or transmittal of such content or Theraguide’s use of your content (or any portion thereof) on, through or by means of the Site or Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You hereby grant Theraguide an irrevocable, perpetual, non-exclusive, transferable, royalty-free licence, with the right to use, view, copy, adapt, modify, distribute, licence, transfer, or otherwise access such Content for the purposes described in this Agreement.
Rules for Using the Services
Your Obligations. Your use of the Services is conditional upon you following the rules below. Without limiting the below restrictions, you agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services.
Keep your Access Information to yourself.
You will not permit anyone other than you, as an individual, to obtain access to the Services through your Theraguide account or otherwise using your Access Information.Use the Services in a legal manner. You must only use the Services in accordance with this Agreement and applicable law, and you represent and warrant that you have the right and the authority to enter into this Agreement and to use the Services. You must comply with the terms and conditions of any agreements entered into between you and any third party (including without limitation Internet service providers), and to the extent that such agreements impose additional restrictions respecting your use of the Services (whether by reason of usage limitations or otherwise), you will use the Services in compliance with such restrictions.
Be civil and respectful. You will at all times during your use of these Services and your transactions and interactions with other Users or Advisors, act in a civil, courteous and respectful manner, and will not take any action that could reasonably endanger or damage the health, well-being or property of Theraguide, other users of the Services or any third party with whom you may have contact in connection with the Services.
Be truthful and accurate. You must ensure that any information that is provided to Theraguide and other Users through the Services pursuant to this Agreement is true, accurate, current and complete, to enable Users to assess accurately whether or not the Advisor Services and Advisor Content will be reasonably suitable for their needs, to allow Advisors to effectively offer Advisor Services to Users, and to enable Theraguide to provide the Services.
Respect the rights of others. You must ensure that you have the right, and have obtained all relevant permissions, to provide Theraguide with any content that you may post, and you must handle any information you obtain about other users as a result of the Services in accordance with the privacy and confidentiality provisions of this Agreement.
Don’t use the Services to harm anyone or to commit crimes. You must not in any way use the Services, directly or indirectly, to: (i) harass, abuse, defame, defraud, or deceive any other users or other third parties, (ii) promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group, (iii) engage in defamatory, obscene, pornographic, vulgar or offensive behaviour or activities, or (iv) to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any harassment, any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, any activities involving the exploitation of children, or any activities that violate any third party’s privacy rights.
Be responsible. You will be solely responsible for all activities with respect to activities undertaken by you through the Services, including accessing and posting content and performing any obligations in relation to Advisor Services offered, and you will perform those activities to the best of your abilities, in a professional manner.
Use the Services only for the purposes for which it is intended. You will use the Services only for the intended purposes, which includes not using the Services to provide to third parties, for a fee or other consideration, a product or service whose value derives, entirely or substantially, from the functionality of the Site.
Don’t harm any security or computer systems. You will ensure that your use of the Services does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including Theraguide and other users of the Services (including by ensuring that you do not upload any viruses or other harmful code in using the Services). This includes not: (i) taking any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfering or attempting to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypassing, circumventing or attempting to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) running any form of auto-responder or “spam” on the Services; (v) using manual or automated software, devices, or other processes to “crawl” or “spider” any page of our websites; (vi) harvesting or scraping any content from the Services; or (vii) otherwise taking any action in violation of our guidelines and policies.
Don’t spam. You must not make any Submissions that would constitute unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”). You must also refrain from using the Services in any way connected with any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation.
Help to investigate. You will cooperate with Theraguide and provide information requested by Theraguide to assist Theraguide and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law.
Advisor Services and Fee
Theraguide has no control over the Advisors or Advisor Services whatsoever, and cannot guarantee the availability of any Advisor at any particular time or guarantee a particular Advisor’s office hours. Any requested booking through the Site is subject to the Advisor’s acceptance or rejection of such request, in the Advisor’s sole discretion. Theraguide will not be liable for rescheduled, cancelled or otherwise unfulfilled appointments or any injury resulting therefrom, or for any other injury resulting from the use of the Services or Advisor Services whatsoever.
Advisor Services offered through the Services are subject to fees charged by the Advisor to the User, as may be described on the Site in relation to such Advisor or as otherwise separately communicated to the User by the Advisor. Advisors are solely responsible for setting fees for their Advisor Services, as well as associated policies (such as cancellation policies), and by requesting Advisor Services, you are agreeing to such fees and the Advisor’s terms and policies relating to fees and billing. Nothing herein shall obligate any Advisor to accept any User request for Advisor Services, nor is User obligated to request any Advisor Services.
Upon completion of a session of Advisor Services to a User, the Advisor will submit the relevant session information to Theraguide to bill to the User. Such session information will not contain any information regarding the contents of the session, but only such information as may be necessary for billing purposes, such as date, duration and applicable fee schedule. All Advisor Services provided to Users are billed to Users through Theraguide’s third party payment processor, using the payment information submitted by Users when requesting a booking with the Advisor, and in accordance with Theraguide’s payment policies posted on the Site. Users will be charged automatically after the Advisor notifies Theraguide that the session has been completed and the payment should be processed; payment information entered at time of booking will not be used until completion of the session.
Theraguide will charge the Advisor a marketing fee as payment for the use of the Services. Users do not pay for use of the Site or Services (except to the extent that an Advisor passes through Theraguide’s fee as part of their fee for the Advisor Services); however, by submitting a request for Advisor Services as a User, you authorize Theraguide to charge you (through its third party payment processor) the amount of the applicable fee for any Advisor Services received by you, based on the session information submitted to Theraguide by the Advisor. Your consent for the use of your payment information for such purposes shall last for a period of twenty-four (24) months or the length of time required to provide you with the Advisor Services, whichever is longer.
Any payment disputes relating to Advisor Services shall be solely as between Advisors and Users, and Theraguide does not have any responsibility relating thereto. If a User’s charge is unable to be processed, Theraguide may refer the issue to the relevant Advisor for direct resolution between User and Advisor, and shall only be obligated to provide reasonable assistance in resolving such issue. In the event that any refund request is made and accepted, it will be the Advisor’s responsibility to ensure that the appropriate amount is credited to the applicable User. Refunds to Users do not affect Advisor’s payment obligations in relation to the applicable User session, and Advisor will nevertheless be responsible for payment of Theraguide’s fee for such session; Theraguide shall not be responsible for providing any refund of such fee, either to the Advisor or to the User. Except as expressly set forth herein, Theraguide’s sole responsibility shall be, if required, to provide the User and the Advisor with contact information to allow such User and Advisor to directly resolve any outstanding issues, and to provide reasonable assistance to the parties in facilitating a mutually agreeable resolution.
Privacy and Confidentiality
Privacy Policy and Consent to Information Use. Your personal information will be used as set forth herein, and handled in accordance with Theraguide’s Privacy Policy. By submitting personal information to Theraguide pursuant to this Agreement, including without limitation your name and e-mail address, you consent to the collection, processing, transmission and disclosure of such information by Theraguide for the purposes of Theraguide’s provision of the Services and Theraguide’s internal use and specifically the purposes for which such information has been requested. You specifically agree that Theraguide may disclose such information to third parties, such as Advisors, to the limited extent necessary to provide you with the Services. Theraguide also reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request. To view Theraguide’s Privacy Policy, please visit the following URL: mytheraguide.com/privacy-policy.
Information Provided Between Users. You acknowledge and agree that any information provided to you in the course of using the Services (including with respect to the Advisor Services) in relation to any other user (including name and contact information, and any health or personal related information) is to be considered the personal information of such user, is to be kept confidential by you, and is to be used by you only for the purposes of properly using the Services, including participating in the Advisor Services. Advisors shall also be bound by any confidentiality and privacy obligations set forth in their applicable professional code of ethics or similar regulations when performing the Advisor Services. Any other use is strictly prohibited, unless you have the express consent of that specific user for such other use. In the event that you do not have the express permission of such user to retain such information, you agree to destroy or permanently delete such information promptly upon completion of your interactions with such user. No photographs, videos, or other types of recordings of an individual may be made or used for any reason without that individual’s express prior written consent.
Ad Tracking. Theraguide uses monitoring and tracking tools to collect and analyze data relating to its Site usage by Users and Advisors in order to determine the effectiveness of advertising on the Site, functionality of the Services, and usage patterns on the Site. These tools may gather information about your interests and serve you advertisements on our Site that relate to your interests; however, it is solely your decision whether to act upon such advertisements, and such advertisements are not integral to the Services. All information collected and used in such a manner is effectively de-identified and will not be associated with your personal information, and you have the right to opt out by contacting Theraguide at any time.
Intellectual Property Rights
Ownership of Intellectual Property. You acknowledge that the Site and Services are owned by Theraguide, who retains all right, title and interest therein, and is protected by Canadian and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the Site and Services. It is therefore your responsibility to fully comply with such laws in using and handling the Site and Services.
Rights in Intellectual Property. You do not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Services, or any part thereof. Your only rights to the Site, Services and any part thereof shall be those rights expressly licensed or granted to you under this Agreement. Any rights not expressly granted under this Agreement are reserved. Without limiting the foregoing, you are not permitted to use, display, mirror or frame the Site, or any individual element within the Site or Services, Theraguide’s name, any Theraguide trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Theraguide’s express written consent.
Third Party Intellectual Property. All intellectual property rights in Content accessible through the Services are the property of the respective Content owners and may be protected by applicable copyright or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such Content, and the unauthorized reproduction or distribution of such Content is prohibited by applicable law. If you believe that any Content violates your copyright, please notify us with the claim of copyright infringement and we will respond promptly in accordance with the Copyright Act, RSC 1985, and all associated regulations.
Disclaimer of Warranties
No Warranty. THE SERVICES ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. THERAGUIDE ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED THROUGH THE SERVICES. UNDER NO CIRCUMSTANCES WILL THERAGUIDE BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH USE OF THE SERVICES, SITE OR VIRTUAL OFFICE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THE SERVICES, ADVISOR SERVICES AND SITE ARE SOLELY AT YOUR OWN RISK.
Your Sole Responsibility. Theraguide has no special relationship with or fiduciary duty to you, and you acknowledge that Theraguide has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation: (a) which users use the Services, (b) what Content you or other users post on, or send through, the Services, (c) how you or any other user may interpret or use any Content posted on or obtained through the Services, or (d) what actions you or any third party may take as a result of use of the Services by you or any other user. Theraguide makes no representations or warranties whatsoever concerning any information available through the Services, and Theraguide will not be responsible or liable for in any way for any such information, including its accuracy, suitability for your needs, quality or reliability (whether in individual or aggregate form), or the timeliness or current applicability of any data obtained through the Services. You are solely responsible for evaluating whether the information obtainable through the Services suits your needs.
Limitation of Liability
Limited Damages Only. The only type of damages that can be recovered against Theraguide arising from or related to this Agreement including without limitation in relation to the provision of the Services, shall be your direct damages, if any, arising as a result of Theraguide’s gross negligence or wilful misconduct. IF YOU ARE DISSATISFIED WITH THE SITE, THE CONTENT, THE SERVICES OR THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SITE AND SERVICES. IN NO EVENT WILL THERAGUIDE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SITE OR SERVICES EXCEED THE AMOUNT OF ALL AMOUNTS YOU HAVE PAID IN CONNECTION WITH YOUR RECEIPT OF ADVISOR SERVICES DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD, OR FIVE HUNDRED DOLLARS (CAD$500.00) (WHICHEVER IS LESS). THERAGUIDE SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SERVICES.
No Indirect Damages. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THERAGUIDE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, COMPUTER OR MOBILE DEVICE FAILURE, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE SERVICES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF THERAGUIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnification
Your Responsibility to Indemnify. You agree to indemnify, defend and hold harmless Theraguide, its parents, subsidiaries, affiliates, officers and employees, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of: (a) your use or misuse of the Services, (b) any breach of this Agreement by you, (c) your engagement of any Advisor or use of Advisor Services, (d) the infringement by you, or any third party obtaining access to the Services using your Access Information, of any intellectual property or other right of any person or entity, or (e) your violation of any third-party rights or any applicable laws. Theraguide reserves the right, at your expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Theraguide, at your expense, in asserting any available defences.
Termination
Termination by You. You may terminate this Agreement at any time upon notice to Theraguide. Upon any termination of this Agreement for any reason (whether by you or by Theraguide), you must cease all use of the Services.
Termination by Theraguide. Theraguide reserves the right, in its sole and complete discretion, to revoke your authorization to use the Services at any time with or without cause, for any reason or no reason. Upon termination of your account, your right to use the Services, access any information through the Services, and use any materials obtainable through the Services will immediately cease. Any fees paid by you, if any, are non-refundable. All restrictions contained in this Agreement shall survive the termination of your right to use the Services.
Additional Remedies. Without limiting other remedies, Theraguide may limit your activity, warn other users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) Theraguide is unable to verify or authenticate any information you provide; or (c) Theraguide believes that your actions may cause financial loss or legal liability for you, other users or Theraguide.
Legal Investigation. Theraguide reserves the right to investigate suspected violations of this Agreement. You hereby authorize Theraguide to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers and your Accounts in order to enforce the terms and conditions of this Agreement.
Non-Exclusive Remedies. The above-described actions are not Theraguide’s exclusive remedies and Theraguide may take any other legal, equitable or technical action it deems appropriate in the circumstances. Theraguide will not be liable for any damage caused by the termination of this Agreement.
General Provisions
Entire Agreement; Modifications. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties. There are no provisions, representations, undertakings, agreements, or collateral agreements between the parties other than as set out in this Agreement. However, Theraguide reserves the right, in its sole discretion, to modify or replace any terms of this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on our website or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. While Theraguide will provide notice of modifications, it is also your responsibility to check this Agreement and any rules posted on the Services periodically for changes. Your continued use of the Services following notification of any changes to this Agreement constitutes acceptance of those changes. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Site, Virtual Office and Services.
Force Majeure. Theraguide will not be deemed to be in breach of the terms of this Agreement or liable for any breach of the terms of the Agreement or our Privacy Policy due to any event or occurrence beyond our reasonable control, including, without limitation, acts of God, terrorism, invasion, pandemic, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire or other disaster.
Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without Theraguide’s prior written consent, which consent may be delayed or withheld by Theraguide in its sole discretion. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. Theraguide may assign or transfer this Agreement, in its sole discretion, without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
Governing Law. This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of a court of competent jurisdiction located in the City of Toronto, Ontario, Canada. The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this Agreement or to any contracts relating to goods or services obtained through this site.
Electronic Agreement. You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by Theraguide to show your acceptance of this Agreement and/or your agreement to use the Services), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Invalidity of Provisions. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.
English Language. It is the express will of the parties that this Agreement and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
Capacity to Enter Into Agreement. If you are residing in a jurisdiction which restricts the use of Internet-based applications according to age, or which restricts the ability to enter into agreements such as this Agreement according to age and you are under such a jurisdiction and under such age limit, you may not enter into this Agreement. Furthermore, if you are residing in a jurisdiction which prohibits your use of the Services, you may not enter into this Agreement. By entering into this Agreement you explicitly state that you have verified in your own jurisdiction that your use of the Services is allowed. You further represent and warrant that (i) you are not located in a country that is subject to a Canadian embargo, or that has been designated by the Canadian government as a “terrorist supporting” country; and (ii) you are not listed on any Canadian list of prohibited or restricted parties.
Contact
Contacting Theraguide. If you have any questions regarding this Agreement, or if you have any questions, complaints, claims or other legal concerns relating to Theraguide or its business, please contact Theraguide at: info@mytheraguide.com