Physiotherapist Terms of Service
Last Updated: February 1, 2019
These Therapia Terms of Service for Therapists (the “Terms”) govern your access to and use of the Therapia Health Management Inc. (“Therapia”, “we”, “our”, or “us”) website (“Site”) and related services (“Services” and both the “Site” and “Services” will be collectively referred to as “Offerings”) and are between you and Therapia only, so please carefully read them before using the Offerings. Our Offerings allow you, a physiotherapist in the health services industry (“Therapist or “Therapists”), to promote, market, and sell your physiotherapy services (“Your Services”) to individuals who access and/or use our Offerings (“Patients”) to book appointments with Therapists. Should you have any questions about these Terms, please contact us at email@example.com.
You may use the Offerings as a Therapist only in compliance with these Terms. If you also access or use the Offerings as a Patient, then by doing so you agree that the Therapia Terms of Service for Patients apply to you in that context. You may use the Offerings only if you have the power to form a contract with Therapia and are not barred under any applicable laws from doing so. We may update or upgrade the Offerings over time as we refine and add more features. You understand that we are not obligated to provide you or make available any updates or upgrades to the Offerings. We may stop, suspend, or modify the Offerings at any time without prior notice to you. We may also remove any features and content from our Offerings at our discretion. We will provide to you standard Therapia basic email support services from 9am ET to 5pm ET Monday to Friday (except where any such days occur on any provincial or federal statutory holiday observed in the Province of Ontario, Canada) at no additional charge, and/or upgraded support if commercially available and purchased separately from us.
2. Your Content and Patient Content
When you sign up as a Therapist to use our Offerings and when you use the Offerings as a Therapist, you provide us with information that may include: your Profile (as defined below), a copy of a government issued photo identification, evidence that you are registered and in good standing with the applicable governing or licensing body or standard to be a Therapist, a copy of your certificate of insurance for the required insurance to be a Therapist and provide Your Services, your business name, if applicable, for billing purposes, online payment account information, information to help create your Profile, notes in relation to appointments with Patients, data, text, and other content and materials (collectively, “Your Content”). You are solely responsible for your conduct and Your Content while using the Offerings and if Your Content is lost or unrecoverable through your use of the Offerings.
You must create a profile that includes your personal name (not your business name), email address, photo of yourself, a description of Your Services, your address, the radius for which you are willing to travel to provide Your Services, and your appointment availability that you can edit as needed (collectively, your “Profile”) and keep it accurate and up-to-date at all times. You agree: (i) that your Profile must only contain content about you as an individual Therapist and not content about a group of Therapists or a business. Your Profile will be accessible to Patients and other Therapists through the Offerings.
You hereby grant us a perpetual, irrevocable, transferable, sublicensable, non-exclusive, worldwide, royalty-free license to copy, display, distribute, modify, create derivative works, or otherwise use Your Content for the purpose of providing the Offerings. You agree to waive any applicable moral rights you may have in Your Content for the purposes of the Offerings.
You agree that from time to time, we may or we may select a third party to conduct a periodic audit on the accuracy and completeness of Your Content, and whether you are in compliance with the requirements of these Terms. You also acknowledge that Patients may post ratings of you, Your Content, and Your Services, and you agree that you will not contest such ratings.
When Patients sign up and use our Offerings, they may provide us with their name, date of birth, email address, password, profile, address, availability, appointments, special instructions, payment and other information, ratings, data, text, and other content and materials (collectively, “Patient Content”). When you use our Offerings, you will have access to certain Patient Content if a Patient consents to us sharing the Patient Content with you.
You acknowledge and agree that the Patients may use our Offerings from time to time which may result in the Patient Content continually changing. You acknowledge that we have no obligation to monitor the Your Content, Patient Content, or any information or content on the Offerings, however, we may do so for the purpose of improving or enhancing the Offerings. We are not responsible for the accuracy, completeness, appropriateness, or legality of Your Content, the Patient Content, or any other information or content you may be able to access using the Offerings.
3. Your Responsibilities
You are governed by a licensing or similar body or standard and agree that you must at all times during the Term be a member in good standing with such body. If requested by us, you will within seven (7) days of such request provide to us a copy of evidence that you are in good standing with such body.
During the Term (as defined below), you agree: (i) to maintain adequate and a commercially reasonable amount of insurance coverage (including for malpractice insurance) for Your Services; (ii) to provide us a copy of your certificate of insurance within three (3) days of a request from us; and (iii) you are not an insured or third party beneficiary under our insurance policy.
In order to receive payment from Therapia, you need an online payment account supported by us and to provide us the relevant information permitting us to make payments to you.
You are responsible to supply and bring to all appointments any equipment you need to provide Your Services to Patients. It is also your responsibility to maintain this equipment.
All material, functionality, services, not owned by us or by other parties that have not licensed their material or provided services to us and used in the Offerings (“Third Party Materials”) may be protected by intellectual property rights of others. Please do not share Third Party Materials, Your Content, and Patient Content unless you have the right to do so. You, not Therapia, will be fully responsible and liable for what you share, access, analyse, copy, download, or otherwise use while using the Offerings. You must not import or upload spyware or any other malicious software to the Offerings.
You, and not Therapia, are responsible for maintaining and protecting all of Your Content and the Patient Content. Therapia will not be liable for any loss or corruption of Your Content and the Patient Content or for any costs or expenses associated with backing up or restoring any of Your Content and the Patient Content.
If your contact information, or other information related to Your Content, changes, you must notify us promptly and keep Your Content current. The Offerings are not intended for use by you if you are under 18 years of age. By agreeing to these Terms, you are representing to us that you are 18 years of age or older. That being said, parents or guardians may create an account with us in order to make appointments for children under 18 years of age. Parents and guardians should include a note when making an appointment that the appointment is for his or her child and the age of the child.
You are responsible to be on-time for scheduled appointments. You are solely responsible for your conduct with Patients and other Therapists who access and use the Offerings. You agree that Therapia is not responsible or liable for the conduct of any Therapist or Patient. You acknowledge we do not screen Patients who use the Offerings and have no control over the actions or omissions of Patients. In no event shall we be liable to you or anyone else for the conduct of any Therapist or Patient and any action or failure to act by a Patient or Therapist, a decision made or action taken by you in reliance on any information obtained or received through the Offerings from a Patient or Therapist or any other user or participant in the Offerings. We reserve the right to monitor or become involved in disputes between you and other Therapists and/or Patients.
Any therapists providing needling or acupuncture is required to adhere to college standards for infection control, hand washing, disposal of sharps, reprocessing of equipment, etc.
4. Account Security
You are responsible for safeguarding the password that you enter to access and use the Offerings and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify us of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of anything to Therapia, it is your responsibility to use a secure encrypted connection to communicate with us and the Offerings.
5. Therapia Property and Feedback
All material and services available on and through the Offerings, and provided by or through us, our affiliates, subsidiaries, employees, agents, third party providers, licensors, or other commercial partners including, but not limited to, informational text, software and software documentation, design of and “look and feel,” layout, images, photographs, graphics, audio, video, messages, design and functions, files, documents, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws. You do not acquire any intellectual property rights in or relating to the Materials and the Offerings. All our trademarks and service marks, logos, slogans and taglines are the property of Therapia. All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners. Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on the Offerings without our express written permission, or the express written permission of the third-party that owns the trademark, service mark, logo, slogan or tagline.
Subject to these Terms and any additional terms and conditions you may agree to with us, we hereby grant you a limited, revocable, non-transferable, and non-exclusive right to access and use the Offerings in accordance with these Terms. This right does not permit you, and you agree not to: import, store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials and Offerings or otherwise distribute in any way the Materials and Offerings other than as specifically permitted in these Terms. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Materials and Offerings, create derivative works based on or in any manner commercially exploit the Materials and Offerings, in whole or in part, other than as expressly permitted in these Terms. Any use of the Materials and Offerings for any purpose other than as specifically permitted herein or without our prior written consent or the prior written consent of our licensors, as applicable, is expressly prohibited. Without limiting the foregoing, you will not view, access, and use the Offerings to learn the prices, availability, or other information of your competitors who use the Offerings or establish or attempt to establish any agreement of the prices charged for any service. We reserve all rights not expressly granted in these Terms.
These Terms do not grant you any title or interest in the Offerings, Patient Content, Materials, and Third Party Materials. While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us or post in the Offerings without any obligation to you and you hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such feedback as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.
6. Therapia Acceptable Use Policy
You agree not to misuse the Offerings, Your Content, Patient Content, Materials, and Third Party Materials.
For example, you must not, and must not attempt to, use the Offerings, Your Content, Patient Content, Materials, and Third Party Materials to do the following things:
- Modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Offerings, Your Content, Patient Content, Materials, and Third Party Materials;
- Reverse engineer, disassemble, or decompile the Offerings, Materials, and Third Party Materials or apply any other process or procedure to derive the source code of the Offerings, Materials, Third Party Materials, and any software included in the Offerings;
- Access or use the Offerings, Your Content, Patient Content, Materials, and Third Party Materials in a way intended to avoid incurring fees;
- Resell or sublicense the Offerings, Your Content, Patient Content, Materials, and Third Party Materials;
- Probe, scan, or test the vulnerability of any system or network;
- Breach or otherwise circumvent any security or authentication measures;
- Access, tamper with, or use non-public areas or shared areas you have not been invited to of the Offerings, Your Content, Patient Content, Materials, Third Party Materials, and Therapia (or our third party providers’) computer systems;
- Interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Offerings, Your Content, Patient Content, Materials, and Third Party Materials;
- Plant malware or otherwise use the Offerings, Your Content, Patient Content, Materials, and Third Party Materials to distribute malware;
- Access or search the Offerings, Your Content, Patient Content, Materials, and Third Party Materials by any means other than our publicly supported interfaces (for example, you agree that you will not utilize “scraping” technology to access or search the Offerings, Your Content, Patient Content, Materials, and Third Party Materials);
- Send unsolicited communications, promotions or advertisements, or spam;
- Send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
- Publish or share anything that is deceptive, fraudulent, misleading, or infringes another’s rights or intellectual property, or otherwise infringe or misappropriate the intellectual property rights of another;
- Impersonate or misrepresent your affiliation with any person or entity;
- Discriminate, harass, or abuse;
- Refuse to provide or accept services based on a person’s race, religion, national origin, disability, sexual orientation, sex, marital status, gender identity, age, or any other characteristic protected under applicable provincial, state, or federal law;
- Share anything or make inappropriate requests that are pornographic or indecent, obscene, sexually suggestive, offensive, threatening, or that advocate bigotry, religious, racial or ethnic hatred; and
- Violate the law in any way, or to violate the privacy of others, or to defame others.
Patients use the Offerings to discover your availability and book appointments for Your Services. While we cannot control Patients ability to be on time for appointments or to attend scheduled appointments, we do want to hear from you when Patients are late for appointments or do not attend scheduled appointments. If a Patient is late for an appointment, you must allow a minimum of 15 minutes before notifying us about a missed appointment by a Patient which will trigger the processing of payment for the unattended appointment. WE HAVE NO LIABILITY FOR PATIENTS BEING LATE FOR APPOINTMENTS, NOT ATTENDING SCHEDULED APPOINTMENTS, OR CANCELLING APPOINTMENTS. If you are late for an appointment, do not attend an appointment, or cancel a scheduled appointment with a Patient, we may impose consequences and remedies, including (i) posting a notice or review on your Profile indicating that you were late for an appointment, did not attend an appointment, or cancelled a scheduled appointment; or (ii) keeping the calendar in your Profile unavailable or blocking dates and times around the late, unattended, or cancelled appointment until we hear from you, understand the circumstances, and believe the circumstances are resolved. You will be notified when such a cancellation fee will be applied. We reserve the right, in our sole discretion, to cancel an appointment made via the Offerings.
The term of these Terms will commence on the date you agree to these Terms, or if earlier, when you use any of the Offerings and will continue until either you or us terminates the Terms (“Term”).
Currently there is ten dollar (CAD) per month subscription fee to sign up as a Therapist and to use the Offerings. We reserve the right on 30 days’ notice to you to introduce a change on the subscription fee to use of the Offerings. If we introduce such charges, we shall notify you in advance. You can elect to continue using the Offerings or terminate your use of the Offerings. During the Term, you will pay us transaction fees (“Fees”) that are a percentage of the amounts that you charge for providing Your Services to Patients who book their appointments (or otherwise connect with you) by means of the Offerings. The percentage of Fees that you will pay us will be set out on the Site. For such Patients, you agree that all appointments and charges of fees will be processed through the Offerings. We will provide notice to you of the amount of the Fees, including any changes to the Fees from time to time. We may change the amount of the sign-up fee, Offerings usage fee, and the Fees at any time (and from time to time) on 30 days’ written notice.
You agree that for appointments in which you provide Your Services, you will enter notes and save these notes after each appointment which will then trigger a third party to charge your Patient’s method of payment that is permitted by the Offerings and the Patient will be notified of the payment. We will pay you three (3) weekly pay periods in arrears via your online payment account. More specifically, each pay period is one (1) week long starting on Mondays and ending on Sundays. On the Sunday after each weekly pay period (that is, seven (7) days after each weekly pay period), the Offerings will create a corresponding invoice from you or your business to Therapia showing your portion of the Services Fees (that is, the Services Fees (as defined in Section 10 below) paid by your Patients less the amount of our Fees and the amount of relevant tax on our Fees) that we owe you. We will pay your portion of the Services Fees after retaining the Fees and relevant tax amount on the Fees fifteen (15) days after the end of each weekly pay period. Most banks will post received funds on the same day as they are received, but on occasion, banks may take two to three (2-3) additional days to post funds so your portion of the Services Fees may not deposited into your account immediately. As an example, if the weekly pay period is Monday, April 25th, 2016 to Sunday, May 1st 2016, Therapia will send you an invoice for that weekly pay period on Sunday, May 8th, 2016, and we will pay you your portion of the Services Fees (after retaining the Fees and relevant tax amount on the Fees for Services Fees) we collected as your payment collection agent between the dates of Monday, April 25th, 2016 to Sunday, May 1st, 2016 (inclusive) on Monday, May 16th, 2016 and the funds will appear in your bank account on Monday, May 16th, 2016 or within two to three (2-3) days of Monday, May 16th, 2016 depending on when the bank posts the funds. The invoices generated by the Offerings will be available to you through the Offerings. You agree to receive your portion of the Services Fees less the Fees payable to us and applicable taxes on the Fees.
10. Appointment of Payment Collection Agent
Payment processing services for you on our Offerings is provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to use the Offerings, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of our enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you, and you authorize us to share it and transaction information related to your use of the payment processing services provided by Stripe. You hereby appoint us as your payment collection agent solely for the purpose of accepting the fees for the provision of Your Services to Patients booked through the Offerings (“Services Fees”). You agree that payments made by Patients through the Offerings, including through a payment processor used by us to facilitate payment, shall be considered the same as payment made directly to you and you will make Your Services available to Patients in the agreed-upon manner as if you had received the Services Fees directly. You agree that we may permit Patients to cancel appointments without charge if they notify you via the Offerings of the cancellation more than one (1) business day (a full 24 hours of a business day (“business days” are Monday to Sunday except for those days that are provincial or federal statutory holidays in the Province of Ontario)) in advance of the appointment. Patients who cancel appointments less than 24 hours in advance of the appointment or do not attend an appointment, will be charged the full amount of the Services Fees. You understand that we accept payments from Patients only as your payment collection agent and that our obligation to pay you is subject to and conditional upon receipt of the Services Fees from Patients. We do not guarantee payments to you for Services Fees we do not receive from Patients. In accepting appointment as your payment collection agent, we assume no liability for any acts or omissions by you.
11. Subcontracting of Therapist Services
Therapia will act as an agent on behalf of the Therapists using the offerings and may enter into agreement with third parties (individuals or companies) to sell your services as a subcontractor for those third parties. Therapia will act on your behalf to bill the third party directly for your physiotherapy services at the fee schedule agreed upon by Therapia and the third party. Therapists will retain the same amount of money per appointment as they would had they provided their services to any other patient on the offerings. The patient will be billed directly by the third party for an amount agreed upon between the third party and patient. Therapia will charge a commission for its role as the agent of these transactions in an amount that does not exceed our usual commission, and allows the therapist to retain their customary fee for the appointments delivered. When subcontracting services on behalf of therapists, therapia will act as the billing agent for all parties involved.
You understand that Therapia spends significant resources acquiring new patients, and with this in mind, agree that during your time working with Therapia and for a period of twenty-four (24) months after such relationship ends, you will not, directly or indirectly, whether on your own behalf or on behalf of any other person or entity, provide physiotherapy services to any patients introduced to you by Therapia, one of its partners or subsidiaries outside of the Therapia platform. If you are found to have done this, you understand that you will be charged $500, which will be applied to the credit card you have on file with Therapia. You also understand that my Therapia account will be deactivated.
The determination of the amount of tax, if any, to charge a Patient is your sole responsibility and we will not be liable for any errors in the amount of tax charged to Patients. We will collect taxes, if any, as your payment collection agent from Patients and remit these funds to you. You are legally required to remit the tax, if any, to applicable governments.
Though we would much rather you stay, you can stop using our Offerings and we can terminate the Terms and your access and use of the Offerings at any time, without penalty, with or without cause, and with or without notice. We reserve the right to modify, suspend, or end all or any part of the Offerings at any time, without penalty, with or without cause, and with or without notice. Upon termination of the Terms, you agree to cease accessing and using the Offerings.
15. Therapia is Available “AS-IS”
Though we want to provide great Offerings and we use a hosting service provider which runs and provides our storage space for our Offerings, there are certain things about the Offerings we can’t promise. For example, THE OFFERINGS, YOUR CONTENT, PATIENT CONTENT, MATERIALS, AND THIRD PARTY MATERIALS ARE PROVIDED “AS IS”, “AS AVAILABLE”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF YOUR CONTENT. WE WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Offerings, Your Content, Patient Content, Materials, or Third Party Materials. Some jurisdictions do not allow the types of disclaimers in this paragraph, so they may not apply to you.
NEITHER THERAPIA NOR ANY THIRD PARTY PROVIDERS, PARTNERS, OR AFFILIATES WARRANT THAT THE OFFERINGS, YOUR CONTENT, PATIENT CONTENT, MATERIALS, THIRD PARTY MATERIALS, OR ANY COMMUNICATIONS SENT TO OR FROM THE OFFERINGS OR US ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
16. Exclusive Remedy
IN THE EVENT OF ANY PROBLEM WITH THE OFFERINGS, YOUR CONTENT, PATIENT CONTENT, MATERIALS, OR THIRD PARTY MATERIALS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE OFFERINGS, YOUR CONTENT, PATIENT CONTENT, MATERIALS, OR THIRD PARTY MATERIALS. UNDER NO CIRCUMSTANCES SHALL THERAPIA, ITS AFFILIATES, SUBSIDIARIES, AGENTS, SUCCESSORS, ASSIGNS, THIRD PARTY PROVIDERS, LICENSORS, AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND REPRESENTATIVES BE LIABLE IN ANY WAY FOR YOUR ACCESS AND USE OF THE OFFERINGS, YOUR CONTENT, PATIENT CONTENT, MATERIALS, OR THIRD PARTY MATERIALS, AVAILABLE ON OR THROUGH THE OFFERINGS, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR RELATED TO, THE USE OF THE OFFERINGS, YOUR CONTENT, PATIENT CONTENT, MATERIALS, OR THIRD PARTY MATERIALS AVAILABLE ON OR THROUGH THE OFFERINGS. Certain jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
You shall indemnify, hold harmless, and defend us, our affiliates, subsidiaries, agents, successors, assigns, third party providers, licensors, and suppliers, and each of their respective officers, directors, employees, contractors, and representatives (collectively “Indemnified Parties” and each an “Indemnified Party”) from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to lawyers’ fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) your access and use (or the access and use by anyone through your account) of the Offerings, Materials, or Third Party Materials; (ii) Your Content and the Patient Data; (iii) the appointments, uses, or provision of Your Services; (iv) your interaction with any Patient; (v) any tax you are legally required to pay to applicable governments; and (vi) any breach or violation of these Terms by you or anyone utilizing your account. You agree to fully cooperate at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.
18. Limitation of Liability
WE AND OUR AFFILIATES, SUBSIDIARIES, AGENTS, SUCCESSORS, ASSIGNS, THIRD PARTY PROVIDERS, LICENSORS, AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND REPRESENTATIVES ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH ACCESS AND USE OF THE OFFERINGS, PATIENT CONTENT, YOUR CONTENT, MATERIALS, AND THIRD PARTY MATERIALS AVAILABLE ON OR THROUGH THE OFFERINGS, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE US AND OUR AFFILIATES, SUBSIDIARIES, AGENTS, SUCCESSORS, ASSIGNS, THIRD PARTY PROVIDERS, LICENSORS, AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND REPRESENTATIVES AND HOLD US AND OUR AFFILIATES, SUBSIDIARIES, AGENTS, SUCCESSORS, ASSIGNS, THIRD PARTY PROVIDERS, LICENSORS, AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND REPRESENTATIVES HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, DIRECT, ACTUAL, INDIRECT, SPECIAL, INCIDENTAL, AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE OFFERINGS, PATIENT CONTENT, YOUR CONTENT, MATERIALS, AND THIRD PARTY MATERIALS AVAILABLE ON OR THROUGH THE OFFERINGS. YOU HEREBY WAIVE THE PROVISIONS OF ANY JURISDICTION OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE. IN ANY CASE, OUR AND OUR AFFILIATES, SUBSIDIARIES, AGENTS, SUCCESSORS, ASSIGNS, THIRD PARTY PROVIDERS, LICENSORS, AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND REPRESENTATIVES AGGREGATE LIABILITY UNDER THESE TERMS WILL BE LIMITED TO 5% OF THE FEES YOU ACTUALLY PAY US UNDER THESE TERMS IN THE 3 MONTHS PRECEDING THE CLAIM.
19. No Exclusivity
You acknowledge that we make our Offerings available to an unlimited number of Therapists and some of these Therapists may be your competitors.
We may revise these Terms from time to time and by providing you with reasonable notice of the change either electronically or by posting notice of the change on the Site and by indicating your acceptance to the amended Terms of Service by clicking on the appropriate button, you accept the new Terms of Service. Any changes will be effective only after the effective date of the change and will not affect any dispute arising prior to the effective date of the change. The most current version of the Terms of Service will always be posted on the Site. If you have an account with us, we may (but are not required to) provide you with notice via the email address that we have on file for you that we have changed these Terms. As you know, sometimes there are issues with email communication. We are not responsible if any email notice gets caught by your email filters and you do not see it, if you have given us the wrong email address (or failed to update your address) or if there are other communications issues that prevent email from reaching you. If you do not agree to the new Terms of Service, please stop accessing and using the Offerings.
We may also, in the future, offer updates, upgrades, or services through the Offerings. Any new updates, upgrades, or services will be subject to these Terms and any additional terms that accompany such new updates, upgrades, or services.
21. Miscellaneous Legal Terms
These Terms shall be governed by and construed under the laws of the Province of Ontario, Canada. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts of the Province of Ontario, Canada. The parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to these Terms and agree that any proceeding must be brought in and remain in the courts located in the City of Toronto, Ontario. These Terms constitute the entire and exclusive agreement between you and Therapia with respect to the Offerings, and supersede and replace any other agreements, terms and conditions applicable to the Offerings. These Terms create no third party beneficiary rights. Therapia’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Terms will remain in full effect. You may not assign any of your rights in these Terms, and any such attempt is void, but Therapia may assign its rights to any of its affiliates or subsidiaries, or as part of a sale of all or part of the business or undertaking of Therapia. A printed version of these Terms and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You shall perform Your Services as an independent contractor, and nothing contained in these Terms shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the Therapia and you. Notwithstanding the termination or expiration of these Terms for any reason, Sections 2, 3, 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19 of these Terms shall survive any such termination or expiration.