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Revised: Aug 15, 2017
Please read these terms and conditions of use as set out below (the “Terms”) carefully before using the tranqool.com web site, TranQool services and the TranQool platform (collectively, the “Platform”). These Terms govern your access to and use of the Platform, including the messages, information, data, text, software, images and other content that make up this site (the “Content,” which content is part of the Platform). These Terms exempt TranQool Inc. (“TranQool,” “we,” or “us”) and others from liability and/or limit our and their liability and contain other important provisions that apply to your use of the Platform.
- Your use of the Platform is conditional on your acceptance of these Terms. By using the Platform you agree on your own behalf, and on behalf of any organization on whose behalf you may act (collectively referred to herein as “you”), to accept and abide by these Terms for each use of and each visit to the Platform. You also agree to comply with our Privacy Statement available at https://tranqool.com/privacy-policy.
- If you do not agree to abide by these Terms, you cannot use the Platform. You agree to have these Terms and any related information made available to you, and to otherwise have communications between you and us occur, electronically. You may also be subject to additional terms and conditions applicable to certain services, including the TranQool mobile application, which are incorporated by reference into these Terms.
- We have the right, in our sole discretion, to add to, remove, modify or otherwise change any part of these Terms, in whole or in part, at any time. If we exercise this right the “Last Update” notice at the top of this document shall be amended to reflect the last date of such changes. Changes will be effective as of the date the changes to these Terms are posted to the Platform. It is your responsibility to check these Terms each time you access the Platform to determine whether any changes have been made, including by checking the date of the “Last Update” at the top of these Terms. If any change to these Terms is not acceptable to you, you must discontinue your use of the Platform immediately. Your continued use of the Platform after any such changes are posted will constitute acceptance of those changes.
- We may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of the Platform, including: (i) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, the Platform; (ii) removing, adding, modifying or otherwise changing any features of the Platform; and (iii) removing, adding, modifying or otherwise changing any Content on the Platform. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Platform at any time without notice, but confirm that we have no duty to do so.
- You must be 18 years of age or older and of at least the age of majority in the jurisdiction in which you reside as of the time you register with us.
- You represent, warrant and covenant that any Client that you invite to use the Platform is (i) 18 years of age or older and of at least the age of majority in the jurisdiction in which they reside at time they register with us, unless a parent or legal guardian has granted you permission to use the Platform with the Client; (ii) a resident of the same province in which you are licensed and can legally provide services; and (iii) not otherwise prohibited from using the Platform under applicable law.
- You understand and acknowledge that the quality of video and online experience provided by the Platform is determined by many factors, some outside of TranQool’s control. As such, TranQool shall not be responsible nor be held accountable for any technical issues with the Platform that may occur during your use of the Platform, including during any Session. TranQool shall not be responsible for any loss of business or client dissatisfaction resulting from such technical issues.
- To use the Platform, each Client must agree to TranQool’s terms of service available here: https://tranqool.com/terms-of-service (the “Terms of Service”). Pursuant to the Terms of Service, TranQool may send articles, promotions, and other materials to these Clients.
- Your office address information shall be kept up to date within the Platform at all times. Your office shall be kept tidy and in reasonably good condition at all times.
- You shall perform your services at all times in a professional manner and in compliance with applicable law.
- The Terms of Service contains certain confidentiality obligations between TranQool and the Clients, as also described in our FAQ page found here: https://tranqool.com/faq. If your jurisdiction or regulatory body requires additional or different confidentiality obligations, you are responsible to provide TranQool with such obligations.
- TranQool does not screen, vet or verify Clients. TranQool shall not be responsible for the behaviour of any Clients during a Session or in an in-person meeting with you.
- TranQool grants to you, subject to the terms and conditions of these Terms, a non-exclusive, revocable, royalty-free (subject to Section 6), license during the term of these Terms to use the Platform for your provision of counselling services to users of the Platform (“Clients”) and to assist in your provision of counselling services through the Platform (the “License”). Notwithstanding the forgoing, you acknowledge and agree that (i) certain elements of the Platform may be sublicensed by TranQool from third parties (“Third Party Materials”); (ii) such Third Party Materials (including but not limited to software) are licensed in accordance with any applicable third party license terms; and (iii) in order to use the Platform (including but not limited to the Platform) you must agree to any applicable third party license terms.
- You may not, nor may you cause or assist another to: (i) modify, reverse engineer, decompile, create derivative works from, or disassemble the Platform for any reason whatsoever, including for the purpose of creating competitive products or services; (ii) resell any Content; (iii) copy any Content onto your own or any other web site or into a database or mobile application; (iv) use the Platform in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, the Platform or any other services, system resources, accounts, servers, networks, affiliated or linked sites connected to or accessible through the Platform (including without limitation uploading, posting or otherwise transmitting on the Platform any computer viruses, trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on the infrastructure of the Platform); (v) use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from the Platform or the Content in whole or in part; (vi) use the Platform in any manner that may dilute or depreciate our name or reputation, our Marks (as defined below) or our affiliates or associates; or (vii) interfere with any other persons’ use and enjoyment of the Platform or of the Internet generally.
- To the extent you are in breach of your obligations under these Terms, TranQool may investigate occurrences which may involve violations of such laws and co-operate with law enforcement authorities in prosecuting Providers who are involved in such violations. We reserve the right at all times to disclose any information (including without limitation your personal information or your identity) regarding your usage of the Platform (including any perceived violations of applicable law), in each case as may be permitted by or required to satisfy applicable law.
To use the Platform, you must register for an account to provide services (“Account”).
- You must register as a member by providing your real name, password, and valid email address. You must provide complete and accurate information to us and notify us if your information changes by emailing us at [email protected].
- You may not share your user name and password (“Login Credentials”) with any other person. You are responsible for all activity occurring under your Account. and shall abide by all applicable laws and regulations in connection with use of the Platform, including those related to data privacy, international communications and the transmission of technical or personal information or health information. You shall: (i) notify us immediately of any unauthorized use of any password or Account or any other known or suspected breach of security; and (ii) not impersonate another person or provide false identity information to gain access to or use the Platform. Without limitation, we may immediately remove or suspend any Account that falls, or is suspected of falling, under the scope of the foregoing paragraphs (i) or (ii).
- If you become aware of an unauthorized access to your Account, you must change your password and notify us immediately. You agree to notify us promptly of any unauthorized use of your Login Credentials and you will remain liable for any use of the Platform under your Account to the extent permitted by law.
- You must promptly contact your organization’s privacy office, if applicable, and our Privacy Office at [email protected], upon first learning of the possibility of any unauthorized use or disclosure of any information of Clients that involves the Platform.
- You must not use the Platform in any manner that is unlawful (including by accessing the Platform from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (this includes the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others.
- If these Terms are being agreed to by a corporation, then by agreeing to these Terms, you and the corporation you represent agree that all references herein to the Provider or to you shall mean both the corporation and the individual provider and that the corporation and the individual provider shall be jointly and severally liable for the obligations set out herein, provided that those obligations which at law or in all practicality can only be met by the individual provider will be deemed to be obligations of such provider only.
Services and Sessions
- You are responsible for the conduct of any session with a Client over the Platform (each a “Session”) and the provision of any treatment therein. TranQool is not liable or responsible for any harm that arises out of or relates to a Session you conduct.
- We do not mandate any specific treatment method nor we recommend any procedure over another. This decision is solely based on your discretion.
- You will only use the Platform to provide non-emergency services to Clients. If a Client expresses desire for self-harm, suicidal thoughts, or thoughts about harming others you will refer such Client to the appropriate medical channel.
- You agree that you will not prescribe any medicine to the clients nor will you promote or use any method of treatment that is not accepted by the standard practice of your regulatory and/or oversight body. You will abide by the best practices of your regulatory and/or oversight body.
- If you are using the Platform with wireless technology and/or from a mobile device, you agree that you are responsible for ensuring the security of the wireless connection and that TranQool has no responsibility for any disruptions to service or breaches in Client security or privacy that may result from your use of wireless networking when using the Platform.
- At the end of your first Session with a Client, you may identify the issues the Client should work on through the remainder of therapy process and may base such issues on a list provided by TranQool from time to time. Such list is provided for convenience only and should not be used as a tool for diagnosis.
- You may release assessments to the Client at your discretion. These assessments shall be selected from a selection available to you on the Client portfolio. You shall also help your Client understand the results of their assessments.
As a condition of using the Platform, you must:
- Use a computing device (with an activated camera) and audio device that meets recommended hardware and software specifications described at https://tranqool.com/faq, as it may be revised, developed and posted by us from time to time;
- Only use the Platform to initiate calls with Clients after such Client has first scheduled an appointment with you;
- Not use any recording device or software when using the Platform without the prior written consent of the Client and without providing us with prior written notice of your intent to do so;
- Not use the Platform in a public or unsecure environment where a Session may be viewed or overheard (e.g. coffee shop, Internet café);
- Use a strong password for all your passwords (e.g. power-on passwords, screensaver passwords, account passwords) consisting of a mixture of alphabetic characters, special characters, and digits;
- Allow TranQool to post and make available in TranQool’s web-based directory the following Provider information so that authorized Clients of the Platform can schedule appointments and connect with you: your name, organization, license/registration number, education, location, regulatory body, languages spoken, specialties and areas of competency;
- Ensure that you only use the Platform for the purpose of providing services to Clients, or for training or administrative purposes in connection with rendering such counselling services, unless mutually agreed in writing with TranQool;
- Only provide services (A) in the province in which you are licensed to provide such services; (B) that you are competent to provide, and you will refer any Client to the appropriate alternate provider if you are not able to provide the services;
- Agree that any charges associated with bandwidth or data in using the Platform is your responsibility;
- Be a healthcare professionally licensed, in good standing and appropriately insured as required by your profession, with the applicable professional body and/or regulatory body that governs your healthcare acts performed using the Platform, as applicable, and authorized, as applicable, to engage in the acts for which you are using and accessing the Platform.
- Comply with these Terms (including but not limited to the license grant set out in Section 2 above); and
- Agree to any applicable third party license terms pursuant to Section 2.
Personal Health Information
- In providing the Platform, TranQool may act as an “agent” for the Provider, and may also act as a “health information network provider” to the Provider (as such terms are defined in the Personal Health Information Protection Act, 2004 and its regulations, as they may be amended from time to time, and any successor legislation thereto (“PHIPA”), and, for greater certainty, TranQool is not a “health information custodian” with respect to personal health information, as defined under PHIPA (“PHI”), handled in connection with your use of the Platform.
- You confirm that you have the authority to provide any personal information or personal health information to us in connection with your use of the Platform, and that the personal information or personal health information provided to us has been provided in accordance with applicable law.
- TranQool is only responsible for providing the software required for the transmission of PHI through the Platform and, in light of the foregoing, TranQool cannot be responsible for other purposes for which the Platform is used by Clients, nor for the privacy practices of Clients.
- In the event that, through the Platform or related functionality, you are able to access PHI and confidential data of other users of the Platform, you agree not to access such information. You acknowledge that failure to comply with this provision, without limiting any other remedies of TranQool, shall be grounds for immediate termination of your License to use the Platform.
- Except as otherwise required by law, TranQool shall not (i) use any PHI to which it has access in the course of providing the Platform except as necessary in the course of providing the Platform; or (ii) disclose any PHI to which it has access in the course of providing the Platform. Subject to restrictions imposed by applicable law, TranQool may use anonymized PHI for internal research purposes.
- TranQool may log the time/date that you are accessing your Clients’ information.
- Your use of the Platform is contingent upon your acceptance of our fees. The fees are set by TranQool and your transactional fee can be found under your account settings. You acknowledge and agree that TranQool can determine at its sole discretion that such fees shall change, and in the event of any such change, TranQool will provide you with ten (10) days prior written notice. Please note that prices and charges associated with the Platform are set out in Canadian dollars.
- From each payment from a Client (a “Transaction”), TranQool will retain the applicable fee set out in your account and remit the remainder to you via email money transfer or such other methods as we may elect at the account information you provide to us. You are responsible for and agree to pay promptly all applicable taxes on amounts we pay to you. TranQool may choose to use Stripe or similar technologies to make payments to you. We will notify you by email in the event we choose to do so, and you agree to create the necessary accounts or take any other required actions to enable our use of those payment methods. If you create an account with the payment provider, your relationship between you and such service providers remains between you and them and governed by the applicable terms of services
- TranQool is required to charge you taxes (“Taxes”), such as GST/PST or HST, for your use of the Platform to provide the services. You agree that we can deduct the amount of the applicable Taxes from the payments we owe to you. The amount of Taxes we deduct is dependent on the jurisdiction you are providing services in.
- You agree that your transactional fee is the confidential information of TranQool, and you represent, warrant and covenant that you will not share your transactional fee with any other person.
Personal Health Information
- Nothing herein contained shall be construed so as to create an agency relationship, a dependent contractor relationship, an employment relationship, a partnership, or a joint venture between us and you.
- The relationship between us and you is a non-exclusive, independent contractor relationship. You are entitled to provide services to organizations or individuals other than us, provided that you, in providing services to other organizations or individuals, do not breach the provisions of these Terms.
This Platform is protected by Canadian copyright laws and treaty provisions. Any unauthorized copying, redistribution, reproduction or modification of the Platform (including any element of the Content) by any person may be a violation of trade-mark and/or copyright laws and could subject such person to legal action. You agree to comply with all copyright laws worldwide in your use of the Platform and to prevent any unauthorized copying, redistribution, reproduction or modification of the Platform or any of the Content.
Certain names, graphics, logos, icons, designs, words, titles and phrases on the Platform, including without limitation “TranQool,” constitute trade-marks, trade names, trade dress and associated products and services of TranQool or its affiliates (the “Marks”) or constitute trade-marks, trade names, trade dress and associated products and services of TranQool suppliers or other third parties (the “Third Party Marks”) and are protected in Canada and internationally and their display on the Platform does not convey or create any licence or other rights in the Marks or the Third Party Marks. Any use of the Marks or the Third Party Marks, in whole or in part, without prior written authorization of TranQool or such third party, as applicable, is strictly prohibited.
Any personal information which TranQool collects via the Platform is subject to the TranQool Privacy Statement available at https://tranqool.com/privacy-policy.
When you use our mobile applications or interact with the Platform, you agree that information about you and your use of the Platform, including but not limited to, the type of device, your mobile carrier, your internet access provider, your physical location, and/or web pages containing plugins that load in your browser may be communicated to us.
Any non-identifiable information gathered by us through your use of the Platform may be used by us for our own marketing, promotional and product development purposes and more specifically may be stored in a database and used by us to identify, customize and personalize user access, and assess utilization of the Platform. Such information may be shared with our affiliates, suppliers, licensors, partners and clients in furtherance of the forgoing purposes.
Refer and Earn
TranQool will pay you for a practitioner that you refer to the Platform through our webpage located at <@> (the “Referral Page”). The amounts we will pay per Client and the process for making the referral will be set out on the Referral Page.
- TranQool is not licensed to provide treatment or other medical services. You acknowledge and agree that TranQool is not providing any services beyond (i) connecting you with a Client through the Platform, and (ii) practice management services. Any treatment offered by you to a Client is solely your responsibility and relies upon your authorization with the appropriate regulatory authority. Any dispute between you and a Client is strictly between you and such Client, and you agree and acknowledge that TranQool will not be accountable for any complaints against you, and agree not to involve TranQool in any manner in any legal proceeding.
- You agree that while TranQool does not monitor the Platform and has no responsibility to do so. TranQool may use your IP address and contact police in situations where it determines in its sole discretion that use of the Platform constitutes a significant risk of serious bodily harm to you or others.
- We make no representation or warranty and there are no conditions of any kind regarding the Platform, including without limitation any representation, warranty or condition regarding the accuracy, reliability, currency, including that the Platform is appropriate or available for use at any locations. Accessing the Platform from locations where the Content is illegal is prohibited. Any diversion of the services and/or any Content obtained from or through the services contrary to Canadian law is also prohibited. If you access the Platform from locations other than Canada, then you do so on your own initiative and you are solely responsible for compliance with all applicable laws, including export and import regulations and intellectual property laws of other countries.
- You acknowledge and agree that the Platform (including without limitation the Content) are provided on an “AS IS” basis and that any use of or reliance on the Platform shall be at your sole risk.
- TRANQOOL AND ITS AFFILIATES DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR THOSE ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THE PLATFORM (INCLUDING THE CONTENT). FOR GREATER CERTAINTY, TRANQOOL DOES NOT WARRANT THAT THE PLATFORM WILL (i) MEET YOUR REQUIREMENTS, (ii) BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE OR ANY RELATED EQUIPMENT, (iii) BE RELIABLE, ACCURATE, AUTHENTIC, CURRENT OR COMPLETE, (iv) CONTINUE TO OPERATE, (v) OPERATE WITHOUT INTERRUPTIONS, OR (vi) BE ERROR-FREE.
Limitation of Liability
YOU AGREE THAT IN NO EVENT WILL TRANQOOL OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES (COLLECTIVELY “TRANQOOL REPRESENTATIVES”) HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION WITH THE PLATFORM OR THE CONTENT FOR ANY LOSSES OR DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE BASIS, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS OR REVENUE, LOSS OF GOODWILL OR OTHER ECONOMIC LOSS), ARISING FROM OR IN CONNECTION WITH OR RELATING TO THE USE OF OR ACCESS TO, OR ANY INCONVENIENCE, DELAY OR LOSS OF USE OF OR ACCESS TO, THE PLATFORM, ANY DIAGNOSTIC, TREATMENT, HEALTH CARE OR OTHER DECISION OR ACTION TAKEN BY ANY PERSON, THE CONTENT, OR ANY CONTENT OF ANY LINKED WEB SITE OR FAILURE OF SUCH WEB SITES (INCLUDING WITHOUT LIMITATION ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH WEB SITES OR CONTENT, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM SUCH WEB SITES), EVEN IF WE OR ANY TRANQOOL REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF SUCH DAMAGE OR LOSS WAS FORESEEABLE.
YOU ACKNOWLEDGE THAT TRANQOOL ACTS AS TRUSTEE FOR THE TRANQOOL REPRESENTATIVES WITH RESPECT TO ALL RIGHTS CONTEMPLATED HEREUNDER ARISING IN FAVOUR OF A TRANQOOL REPRESENTATIVE. TRANQOOL AGREES TO ACCEPT SUCH TRUST AND HOLD AND ENFORCE SUCH RIGHTS ON BEHALF OF EACH TRANQOOL REPRESENTATIVE.
You will indemnify and hold us and the TranQool Representatives (the “Indemnified Parties”) harmless from and against any claims brought by third parties (including Clients) arising out of your use of the Platform, and any breach of these Terms by you. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use or modification, and agree to indemnify against any and all resulting loss, damages, judgments, awards, costs, expenses, and lawyers’ fees of the indemnified parties in connection therewith.
Choice of law
- You agree that all matters relating to the access to, or use of, the Platform shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to its conflict of laws principles, and that you will comply with all such applicable laws.
- Any dispute between us and you or any other person arising from, in connection with or relating to the Platform, these Terms, any transaction through the Platform or any related matters must be resolved before the Courts of the Province of Ontario, Canada sitting in the City of Toronto, and you hereby irrevocably submit and attorn to the exclusive jurisdiction of those Courts in respect of any such dispute.
Termination of Use
If you breach any provision of these Terms, then you may no longer use the Platform. We, in our sole discretion, shall determine whether these Terms have been violated. You agree that we may, in our sole discretion, terminate or suspend your Account with or without notice. If you wish to cease your provision of services through the Platform, you must provide TranQool with at least two weeks prior notice by sending an email to [email protected].
Upon termination or suspension of your Account, regardless of the reasons therefore, your right to use the Platform immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension. For greater clarity, the termination or suspension of your Account shall not cause the automatic termination or suspension of the accounts of your clients.
These Terms constitute the entire agreement between us and you with respect to the subject matter hereof, and supersede all communications, representations or agreements, either oral or written, between us or our affiliates and you with respect to this subject matter. Notwithstanding the foregoing, if you and TranQool agree to a written agreement and such agreement expressly overrides these Terms, the provisions of such agreement will prevail. If for any reason a court of competent jurisdiction finds any provision of these Terms or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.
No waiver of or consent to depart from the requirements of any provision of these Terms will be binding unless it is in writing and signed by TranQool. You and TranQool are independent contractors, and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these Terms.
The provisions of these Terms will enure to the benefit of and be binding upon you and TranQool and its respective successors and assigns, and, if you are contracting as an individual, your heirs, executors, administrators and personal representatives. You may not assign these Terms or your rights and obligations under these Terms without our express prior written consent, which may be withheld in our sole discretion. We may assign these Terms and our respective rights and obligations under these Terms without your consent.
All notices to us shall be in writing and shall be made via email. Notices to us must be sent to the attention of our customer service representatives at [email protected]. Notices to you may be sent, in our sole discretion, to the address or email address supplied by you as part of your membership. In addition, we may broadcast notices or messages through the Platform to inform you of changes to the Platform or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.
The parties have required that this agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y attachent soient rédigés en langue anglaise.