Revised: June 25, 2017

TranQool.com
TERMS AND CONDITIONS OF USE

Please read these terms and conditions of use as set out below (the “Terms”) carefully before using the tranqool.com website 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.

THE PLATFORM IS NOT BE USED FOR EMERGENCY OR CRISIS SERVICES. IF YOU REQUIRE EMERGENCY HELP, IF YOU ARE CONSIDERING COMMITTING SUICIDE OR THINKING OF HARMING YOURSELF OR OTHERS, YOU MUST DISCONTINUE USING THIS SERVICE IMMEDIATELY AND CALL 911 OR NOTIFY POLICE OR CONTACT YOUR LOCAL EMERGENCY SERVICES (IN CANADA, YOU CAN CALL 911) OR GO TO YOUR LOCAL HOSPITAL EMERGENCY ROOM.

  1. Terms of Use of Platform and Service

    1. 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.

    2. 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.

    3. 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.

    4. 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.

    5. 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.

  2. Licence

    1. TranQool grants to you, subject to the terms and conditions of the Terms of Service, a non-exclusive, revocable, royalty-free (subject to Section 6), license during the term of these Terms to use the Platform to obtain certain services from providers (“Providers”) 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.

    2. 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 website 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.

    3. 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 those 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.

  3. Accounts

To use the Platform, you must register for an account (“Account”).

    1. You must register as a member by providing your real name, date of birth, password, and valid email address. You must provide complete and accurate information to us and if your information changes you must update same through the Platform dashboard.

    2. 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. 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).

    3. 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.

    4. 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.

  1. Sessions and the Platform

    1. The Platform is only intended to assist in addressing those mental health problems listed on our website. TranQool matches Providers with you based on the information provided. These Providers are only suggestions and TranQool does not recommend any Providers or guarantee their ability to assist you.

    2. You are responsible for the conduct of any session with a Provider (“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 participate in. If you have a complaint against a Provider, you can email us at [email protected] (use the subject line “complaint”) and provide us with their registration/license number. We will direct you to the applicable regulatory authority to assist you in filing your complaint.

    3. The duration of a Session shall be presented to you at the time of booking. In scheduling your Sessions, you must also comply with our cancellation policy set out in Section 7, as such policy may be amended by us from time to time. You may end your relationship with a Provider at any time, subject to our cancellation policy. You agree that you will interact with your Provider through the Platform. A Provider is obligated to inform us if you wish to visit them in person. You expressly acknowledge and consent to the disclosure by the Provider to us of such information.

    4. If you and your Provider decide to engage in any couple or group therapy, you agree that that the information discussed in the applicable group Sessions are confidential and shall not be utilized by you in any legal proceedings. You agree not to involve any Provider, other user of the Platform, or TranQool to testify in any court for any of the parties involved in the group therapy

    5. Providers self-identify the areas in which they are competent. Although TranQool interviews Providers, we have no means to guarantee that such Providers specialize in their claimed fields. While we do our best to ensure the qualifications of Providers who deliver service on the Platform, you agree that TranQool shall not be liable for the quality of the service provided by Providers. Learn more about TranQool’s screening process by checking this link: https://tranqool.com/faq.

    6. TranQool does not mandate any specific treatment method nor we recommend any procedure over another. This decision is solely based on the discretion of your Provider. All treatment you receive through the Platform are provided by the Providers who are solely responsible for the services each provides to you.

    7. You acknowledge and agree that the Platform is not be used for emergency or crisis services. If you require emergency help, contact your local emergency services (in Canada, you can call 911) or go to your local hospital emergency room.

    8. As a condition of using the Platform, you must:

      1. Use a computing device 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;

      2. Not use any recording device or software when using the Platform;

      3. 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;

      4. Agree that any charges associated with bandwidth or data in using the Platform is your responsibility;

      5. Comply with these Terms (including but not limited to the license grant set out in Section 2 above); and

      6. Agree to any applicable third party license terms pursuant to Section 2.

  2. Personal Health Information

    1. In providing the Platform, TranQool may act in various capacities with respect to certain “personal health information” we may collect from you in connection with your use of the Platform (as 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”)).

    2. TranQool is only responsible for providing the software required for the transmission of personal health information through the Platform and, in light of the foregoing, TranQool cannot be responsible for other purposes for which the Platform is used by Providers, nor for the privacy practices of Providers.

    3. In the event that, through the Platform or related functionality, you are able to access personal health information 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.

    4. Except as otherwise required by law or for which we have obtained your consent, TranQool shall not (i) use any personal health information 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 personal health information to which it has access in the course of providing the Platform, except that TranQool may disclose to Provider the information you provide in booking a Session such as your name, contact information, and reason for booking. Subject to restrictions imposed by applicable law, TranQool may use anonymized personal health information for internal research purposes.

    5. You acknowledge and agree that TranQool is not responsible for unauthorized collection of your personal health information if you use the Platform in a public or unsecure environment where a Session may be viewed or overheard (e.g. coffee shop, Internet café) and such personal health information is overheard by others in your vicinity.

    6. You acknowledge and agree that TranQool is not responsible and shall not be liable for the disclosure of your personal health information and confidential data by the Providers. To learn more go to https://tranqool.com/faq.

  3. Payment

    1. Your use of the Platform is contingent upon your payment of fees. The fees are set out at https://tranqool.com/faq. You acknowledge and agree that TranQool can determine at its sole discretion that such fees shall change, and your booking of each Session constitutes your acceptance of the fees associated with such Session. Please note that prices and charges associated with the Platform are set out in Canadian dollars.

    2. Payments are processed on behalf of TranQool by a third party payment processor using their secure site. Upon submitting your order to book a Session, your information will be sent to the third party payment processor. Your browser will require the ability to support SSL encryption. If your browser cannot support SSL encryption, you may not be able to connect to the third party payment processor page. Personal information that you submit during the payment process is subject to the privacy policy. We do not collect or store your full credit card number or security code.

    3. TranQool does not represent that it is covered by any insurance.

  4. Cancellation/Refund Policy

    1. By booking a Session you agree that you will be responsible for the full amount of any missed Session fee.

    2. We require at least 24 hours’ notice prior to cancelling your appointment. No changes can be made after such time.

    3. If the Provider is more than 15 minutes late for a Session, you have the right to request full refund of the scheduled service. You agree that such refund will only occur if you terminate the Session, and that by proceeding with a late Session you agree to forego any refund.

    4. In the event of an emergency requiring cancellation of a Session, please email us at [email protected] with the subject “Emergency Cancellation”.

  5. Proprietary Rights

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.

  1. Privacy Statement

Any personal information (including personal health information) which TranQool collects via the Platform is subject to the TranQool Privacy Statement available at https://tranqool.com/privacy-_policy, which is incorporated by reference into these Terms.

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 webpages containing plugins that load in your browser may be communicated to us.

  1. Communications

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.

  1. Referrals and promotional codes

    1. TranQool may provide you with discount codes or referral codes at its sole discretion, including for actions you have taken on the Platform. If we provide you with any discount or referral codes, you agree that you (i) use such codes in a lawful manner; or (ii) not transfer the codes to any other person. You also agree that those codes are not redeemable as cash, that those codes may expire, and that we may discontinue the referral program at any time.

    2. In the case you are inviting someone to the platform (in the “Refer and Earn” tab), you will agree to the terms and process of the referral program set out in the “Refer and Earn” tab and agree to abiding by all applicable laws in referring that person to us.

  2. Assessments/ Outcomes

In between or before your sessions with a Provider , you may fill out assessments and questionnaires. The results of such assessments and questionnaires are to be interpreted only by your Provider.

  1. Referral channels

If you are referred to TranQool by your family doctor or another health professional, you agree that TranQool may access and share the number of Sessions you have participated in and/or the results of your standard assessments with the health professional who referred you to us. Such referees must obtain your consent for us sharing your information at the time they are making the referral, and you will have the right to withdraw that consent at any time through your account settings tab on the Platform. You agree that TranQool shall not be liable if your referee failed to acquire proper consents.

  1. Disclaimer

    1. TranQool is not licensed to provide treatment or other medical services. You acknowledge and agree that TranQool is not providing any services beyond connecting you with a Provider through the Platform and is not providing you any medical advice or diagnosis. The Platform is not a substitute for medical advice or treatment, including face-to-face counselling. Any treatment offered by a Provider to you is solely the responsibility of such Provider. Any dispute between you and a Provider is strictly between you and such Provider, and you agree and acknowledge that TranQool will not be accountable for any such disputes or other complaints.

    2. 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 your use of the Platform constitutes a significant risk of serious bodily harm to you or others.

    3. 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.

    4. 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.

    5. 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.

  2. 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 WEBSITE OR FAILURE OF SUCH WEBSITES (INCLUDING WITHOUT LIMITATION ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH WEBSITES OR CONTENT, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM SUCH WEBSITES), 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.

  1. Indemnity

You will indemnify and hold us and the TranQool Representatives (the “Indemnified Parties”) harmless from and against any claims brought by third parties (including Providers) 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.

  1. Choice of law

    1. 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.

    2. 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.

  2. Termination of Use

    1. 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.

    2. You may terminate your use of the Platform at any time by deleting your Account.

    3. 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.

  3. General

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.

  1. Notices

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.

  1. Language

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.


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