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Terms of Use (Provider)

These terms of use (the “Provider Terms of Use”) govern your access and use of the public website (the “Website”) and the private portal which requires registration to be accessed (the “Private Portal”, and together with the Website, the “Platform”) located at encompascare.portal.gs. Pursuant to an arrangement between Dalton Associates and Greenspace Mental Health Ltd., the Platform is made available by Greenspace Mental Health Ltd. for use by Dalton Associates, its subsidiaries, employees, contractors and patients. The words “Company,” “we,” “us,” or “our” mean, collectively, Greenspace Mental Health Ltd. and all of its respective affiliates, successors or assigns. “You” or “your” means the regulated professional (“Treatment Provider”) who is permitted to provide psychotherapy services and who opens an account on the Platform. Treatment Providers may include, but are not limited to, psychiatrists, psychologists, social workers, occupational therapists, and psychotherapists. “Patient” means (i) any person who opens an account on the Platform; (ii) any person whose information You input and record on the Platform; or (iii) a parent or legal guardian of a Patient who opens an account on the Platform. Please read these Provider Terms of Use carefully. These Provider Terms of Use govern your access to and use of the Platform and constitute a binding legal agreement among you, as a user of the Services (as defined in Section 4 below) and The Company.

Use of the Platform and Services is expressly conditional on (i) your ongoing compliance with your professional and legal obligations as a regulated professional; (ii) acceptance of these Provider Terms of Use; and (iii) your continued engagement with Dalton Associates or its subsidiaries. The obligations set forth in these Provider Terms of Use are in addition to, and not in lieu of, your professional and legal obligations as a regulated professional. If you are unable to comply with your obligations under these Provider Terms of Use and your professional and legal obligations, you may not use the Platform and its Services.

  1. Documents Incorporated by Reference
  2. In order to use the Services and Platform in respect of a Patient, you are required to have a clinical relationship with the Patient outside of the Platform. These Provider Terms of Use incorporate by reference the following documents, which shall be construed as forming part of these Provider Terms of Use.

  3. Patients
  4. You are solely responsible for obtaining your Patients informed consent, where applicable, to treatment using the Platform.

  5. No Partnership, Joint Venture or Employment Relationship
  6. Nothing in these Provider Terms of Use or the Company’s relationship with you shall constitute or be construed to create a partnership, joint venture or the relationship of employee and employer as between the Company and you, and you shall not hold yourself out as an employee, agent or partner of the Company. You are an independent regulated professional to whom the Company provides the Services (defined below) in consideration of the service fees paid by you to the Company as set out in greater detail below.

  7. Services
  8. The Platform includes, without limitation, the following services (collectively, the "Services" ):

    1. the facilitation of the delivery of assessments to Patients, as solely provided by you, the Treatment Provider;
    2. the display of the results of such assessments to You and your Patient(s);
    3. the facilitation or the delivery of an intake questionnaire to new Patients;
    4. the preparation and display of a summary intake report for new Patients;
    5. the booking of appointments for new Patients;
    6. the facilitation of communication and collaboration between You and other health care providers for the benefit of your Patients; and
    7. the provision of other information about the Company and our products and services through the Platform.

    THE SERVICES DO NOT INCLUDE THE PROVISION OF HEALTH CARE SERVICES, MENTAL HEALTH SERVICES, SOCIAL OR PSYCHOTHERAPY SERVICES, OR ANY OTHER PROFESSIONAL SERVICES BY THE COMPANY. The Company is simply a technology service provider that facilitates the Services through the Platform.

    YOU ARE NOT AN EMPLOYEE OR AGENT OF THE COMPANY AND THE COMPANY DOES NOT CREDENTIAL YOU OR HAVE ANY OVERSIGHT OF THE CARE YOU PROVIDE TO PATIENTS. Each Treatment Provider is an independent practitioner who is solely responsible for any health care services or social or psychotherapy services provided to Patients, and who is also solely responsible for obtaining each Patient’s informed consent, where required, to any medical treatment, including without limitation, the Patient’s consent to use the Services.

  9. Applicability of These Provider Terms of Use
  10. Your access to and use of the Platform and the Services is conditional on your ongoing compliance with these Provider Terms of Use. By becoming a registered user and/or accessing and/or using the Platform and Services, you agree to be bound by these Provider Terms of Use and all applicable laws and regulations governing the Services. If you do not agree with these Provider Terms of Use, you are not authorized to access the Platform or use the Services for any purpose. Additional terms and conditions applicable to specific areas of the Platform, together with the Provider Terms of Use, govern your use of those areas. If you do not agree with any of these additional terms and conditions, you are not authorized to access or use those areas of the Platform.

  11. Medical Advice
  12. While the Platform and Services may provide access to certain general medical information, the Services cannot and are not intended to provide medical advice to Patients. THE CONTENT ON THE PLATFORM IS NOT AND SHOULD NOT BE CONSIDERED MEDICAL ADVICE OR A SUBSTITUTE FOR INDIVIDUAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

    No representation or warranty is made that any particular assessment or treatment is safe, appropriate or effective, and the Company does not endorse or advocate any treatment method.

  13. Diagnosis
  14. The Platform and the Services do not constitute a medical device, clinical decision support system, or other diagnostic tool. If permitted, you are responsible for making your own diagnosis of the Patient or must receive such diagnosis from a qualified health care provider. For greater clarity, no Services provided by the Company shall be construed as a diagnosis of a Patient.

  15. Assessments
  16. The Company is not responsible for the quality or effectiveness of the assessments provided by the Platform. You are responsible for selecting the appropriate assessments for your Patients.

  17. Eligibility Requirements
  18. By using the Platform and the Services, you represent and warrant that:

    1. You have the legal capacity and authority to agree to the terms and conditions of these Provider Terms of Use;
    2. All registration information you submit (including but not limited to your licensure information) is accurate and truthful and you will maintain the accuracy of such information;
    3. You are, and will be at any time that you use the Platform and Services, permitted to provide psychotherapy services, a member and in good standing with the regulatory college of your jurisdiction, and shall meet all other legal requirements to provide psychotherapy services to Patients in the provinces and territories in or from which you provide such services;
    4. There are no pending investigations, actions or other proceedings, in any jurisdiction, against you, or against any health profession corporation of which you are a shareholder, in which claims are made that you have made errors or omissions or that otherwise relate to, or arise from the performance of, your duties as a regulated professional;
    5. No judgments have been rendered against you, in any court of competent jurisdiction or arbitral tribunal in any jurisdiction in any proceeding related to, or arising from, the performance of your duties as a regulated professional;
    6. There are no pending or actual referrals, inquiries, complaints or investigations against you, before your regulatory college or any other medical governing body;
    7. No committee or body of any medical governing body having similar authority nor any court has ever made a finding of professional misconduct or incompetence against you, nor revoked or suspended your certificate of registration or licence to provide mental health care services or social or psychotherapy services or the certificate of authorization of any health profession corporation of which you are shareholder;
    8. You have no criminal record for which a pardon or expungement order has not been granted and you are not under any criminal investigation, proceeding or charge in any jurisdiction;
    9. Your use of the Platform and Services does not violate any applicable law or regulation; and
    10. Your profile may be removed and your participation may be terminated without warning if the Company believes that you are in breach of any of the foregoing representations and warranties. You agree to immediately apprise the Company in writing of any change in any of the representations and warranties set forth above, and to immediately cease to use the Platform and Services until the change in circumstance is reviewed by the Company and you are re-authorized in writing to resume use of the Platform and Services. Despite the foregoing representations and warranties and your duty to give immediate notice of any change thereto, you acknowledge and agree that the Company does not have any oversight of the care you provide to Patients.

  19. Liability Insurance or Equivalent Coverage
  20. You are required to maintain appropriate insurance coverage (or functionally equivalent coverage through the Canadian Medical Protective Association (CMPA) to conduct your practice and provide psychotherapy services to each Patient and to use the Services and the Platform. You acknowledge that the Company does not maintain insurance coverage to cover the provision of health care or psychotherapy services by you. It is your sole responsibility to confirm with your insurance provider or the CMPA whether you are covered for all liabilities potentially arising from the provision of health care or psychotherapy services to Patients and to use the Services and the Platform.

  21. Registration and Passwords
  22. In order to access the Private Portal and certain of the Services you will be required to complete an online registration form and become a registered user of the Platform by creating an account (“Account”). To create an Account, you must be of legal age to form a binding contract. If you are not of legal age to form a binding contract, you may not register to use our Services.

    In consideration for your use of the Platform and the Services provided on it, you agree to provide true, current, complete and accurate information as requested on any registration form to which the Platform may direct you, and to update that registration information as soon as possible after any information on such registration form changes.

    Upon registration, you will choose a username and password. You alone are responsible for keeping that password and username confidential, and for any and all activity that occurs on the Platform under such password or username. You agree to immediately notify the Company of any unauthorized use of your password or username or any other breach of security. You agree not to give or make available access to your Account to any unauthorized individual. You will be solely responsible for any disclosure of your username and password or use thereof by any unauthorized third party.

    By creating an Account, you expressly consent to the use of: (a) electronic means to complete these Provider Terms of Use and to provide you with any notices given pursuant to these Provider Terms of Use; and (b) electronic records to store information related to these Provider Terms of Use or your use of the Services. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

    We reserve the right to deny your access to the Services or any part thereof, in order to maintain or restore security or performance to the Platform or any other of the Company’s sites and systems. We may also do so if we reasonably believe you are in breach of these Provider Terms of Use or your Account has been or may be being used or may be used by an unauthorized person(s).

  23. Sharing of Information Between Treatment Providers and Primary Care Providers
  24. Patients that are matched with You through the Platform may be referred to the Platform by a primary care provider. Such Patients’ personal information and progress results are automatically shared with the referring primary care provider. By accepting such a Patient for treatment, You expressly consent to the use of electronic means to share any such Patient’s personal information and progress results with their primary care provider.

  25. Disclosure of Personal Information
  26. The Company agrees not to disclose your or Patients’ personal information, including Patient’s personal health information (“Personal Information”), stored within the Company system to third parties, except as set forth in Section 12 above and in the Company Privacy Policy or the Patient Privacy Policy. However, you agree to hold the Company harmless in the event Personal Information stored in the Company system is required to be disclosed by law, or is accidentally or maliciously obtained by a third party. While the Company takes measures to back-up the information stored on the Platform, you agree to hold the Company harmless for any loss of data or Personal Information stored in the system. You also agree to indemnify and hold harmless the Company for any damages you incur by using the Platform.

  27. Responsibilities
  28. By using the Platform and the Services, you represent and warrant that:

    1. You will complete such non-clinical training regarding the Services and the Platform as may be required by the Company;
    2. You will complete an online profile (“Profile”) describing yourself in such form and having such content as the Company may determine and communicate to you from time-to-time.
    3. You will at all times use the Platform and the Services in accordance with all applicable federal, provincial/territorial laws and local regulations, as well as the applicable ethical and professional standards applicable to you now in effect or as may be adopted from time to time by any regulatory college having jurisdiction over you;
    4. You represent and warrant that you will maintain the confidentiality of Personal Information (as defined in Section 13 above) and shall only use Personal Information as permitted in these Provider Terms of Use and consistent with provincial and federal privacy laws.
    5. It is your sole responsibility to ensure that the contact and licensure information in your Profile is current and accurate. This contact information includes, but is not limited to, name, address, phone numbers, e-mail addresses, types of licensure and license information. Changes to your contact information can be made in your Account. You will promptly update and notify the Company of any change in this information. You are solely responsible for any liability or expense resulting from outdated or inaccurate information; and
    6. You agree that the Company may contact you via email regarding these Provider Terms of Use or with respect to your participation on the Platform.

  29. Conduct
  30. As a condition of your continued access to and use of the Platform and the Services, you agree to abide by all applicable federal, provincial, state, territorial and other laws and regulations and the “Code of Conduct” set forth in the Website Terms of Use. Specifically, in addition, without limiting the foregoing, you agree not to:

    1. upload, post, email or otherwise transmit any Content (as defined in Section 18 below) to which you do not have the lawful right to copy, transmit and display (including any Content that would violate any confidentiality or fiduciary obligations that you might have with respect to the Content);
    2. use the Services to collect or store personal data about other users without their express permission;
    3. knowingly include or use any false or inaccurate information in any profile;
    4. circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content;
    5. attempt to probe, scan or test the vulnerability of any the Company’s systems or networks or breach or impair or circumvent any security or authentication measures protecting the Services;
    6. attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Services;
    7. use the Services in any way that competes with the Company, including, without limitation, misrepresenting one’s identity or posing as a current or prospective patient in order to solicit or recruit Treatment Providers, directly or indirectly; or
    8. encourage or instruct any other person or entity to do any of the foregoing.

  31. Obligations with Respect to Patient Personal Information
  32. A Patient may submit Personal Information on the Platform and authorize you to access to such Personal Information. You acknowledge and agree that the Company is not a “health information custodian” or “health information network provider” as those terms are defined under the Personal Health Information Protection Act (Ontario) or equivalent terms under concordant legislation in other provinces/territories, nor is the Company your agent. The Company is a provider of services for the purpose of enabling you, as a health information custodian (if applicable), to use electronic means solely to access and use Personal Information. The Company is not an electronic medical records (EMR) system and you are solely responsible for maintaining your Patients’ medical records in accordance with applicable laws, regulations and health regulatory college policies, whether in hard copy or through the use of an EMR service provider.

    You agree to release and indemnify the Company from all claims and liability arising out of your failure to have the Patient confirm the accuracy of their Personal Information or arising out of any omissions or errors in any Personal Information provided through the Services. You have no rights in the Personal Information maintained by the Company other than as is expressly provided hereunder.

    You covenant that all use of Personal Information will not conflict with the Company Privacy Policy or the Patient Privacy Policy or through the Platform is to be used at your own risk.

  33. Proprietary Information
  34. You acknowledge that in the course of performing services or work under these Provider Terms of Use, you may be given access to resources, information, and materials which are owned by the Company, its subsidiaries or affiliates, and/or owned by third parties and in the possession of or licensed to the Company, and which constitutes valuable resources, confidential and/or proprietary information, know-how, and trade secrets belonging to the Company, their subsidiaries or affiliates, and/or third parties (hereinafter referred to as “Proprietary Information”). You hereby agree to hold the Proprietary Information in strict confidence and not to disclose it or otherwise make it available to any person or third party without the prior written consent of the Company. You agree that all Proprietary Information shall be used only for the purpose of providing behavioral counseling services on the Site under these Provider Terms of Use and shall not be produced, copied, in whole or in part, except as specifically authorized and in conformance with the Company’s instructions when necessary for the purposes set forth herein. You shall return all Proprietary Information, together with any copies, reproductions or other records thereof in any form, to the Company at such time as you cease using the Services and Site.

  35. Intellectual Property Rights
  36. We or our third party service providers retain all right, title and interest in and to the Platform and all content that you see or otherwise experience on the Platform (“Content”), including all copyrights, patents, trade secrets, trade-marks and other intellectual property rights. We reserve all rights not expressly granted in these Provider Terms of Use. These Provider Terms of Use do not grant or imply any rights to any of our Services or Content, including our trade-marks, trade names and logo designs, or those of our third party service providers. You may not use any of our Content, including names, trade-marks, logo designs or copyrights, in any manner without our prior written consent. All copies and reproductions of our Content that you make must retain all copyright and other notices that are on the Platform or any of our social media site.

  37. Service Fees
  38. In the event that you elect to use the Platform, you shall not be required to pay a fee to the Company.

  39. Electronic Communications
  40. You agree that all electronic communications that we receive in connection with the Services, such as those directing us to take an action with respect to your account, that match your Account information or other identity information you have provided when enrolling in or using the Platform, will be deemed valid, authentic and binding.

    You agree (to the maximum extent permitted by law) to hold harmless the Company and its vendors and suppliers and protect and indemnify the Company and its vendors and suppliers from and against any and all claims, losses, liability, damages and/or demands (including, without limitation, reasonable attorneys' fees and court costs) of any kind, direct or indirect, arising out of or in any way connected with any Services rendered by the Company pursuant to or in accordance with any and all electronic communications for which we have attempted to verify your identity as set forth above.

    You agree that all electronic communications, including but not limited to data entry, will not be fraudulent or otherwise incorrect, and that you have the right to disclose any information that you disclose to the Company.

  41. Your License to Use the Services
  42. When you use the Platform and our Services you may access intellectual property rights that we or our licensors own or license. Subject to your compliance with the terms and conditions of these Provider Terms of Use, the Company grants you a limited, non-exclusive, non-transferable and revocable license, without the right to sublicense, to access and use the Services and to download and print any Content provided by the Company solely for your personal and non-commercial purposes. You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services or Content, except as expressly permitted in these Provider Terms of Use, without the Company’s express prior written consent. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by the Company or its licensors, except for the licenses and rights expressly granted in these Provider Terms of Use.

  43. Disclaimer
  44. Your use of the Services and Content is at your sole discretion and risk. The Services and Content, and all materials, information, products and services included therein, are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind. Nothing contained in the Services is intended to provide medical, legal, accounting, tax, business, or financial advice. You should consult your own professional advisor on such matters.

    THE COMPANY AND ITS LICENSORS AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICES AND CONTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING, OR COURSE OF PERFORMANCE. THE COMPANY AND ITS LICENSORS AND AFFILIATES MAKE NO WARRANTY THAT THE CONTENT YOU ACCESS ON OUR WEBSITE OR USING OUR SERVICES SATISFIES THE LAWS AND REGULATIONS REQUIRING THE DISCLOSURE OF INFORMATION FOR PRESCRIPTION DRUGS.

    IN ADDITION, THE COMPANY AND ITS LICENSORS AND AFFILIATES DISCLAIM ANY WARRANTIES REGARDING SECURITY, ACCURACY, RELIABILITY TIMELINESS AND PERFORMANCE OF THE SERVICES OR THAT THE SERVICES WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION PROVIDED TO YOU BY THE COMPANY WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

    WE MAKE NO REPRESENTATIONS CONCERNING, AND DO NOT GUARANTEE, THE ACCURACY OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION PROVIDED THROUGH THE SERVICES OR THEIR APPLICABILITY TO YOUR INDIVIDUAL CIRCUMSTANCES. OUR SERVICES AND WEBSITE CONTENT ARE DEVELOPED FOR USE IN CANADA AND THE COMPANY AND ITS LICENSORS AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTY CONCERNING THE SERVICES OR WEBSITE CONTENT WHEN THEY ARE USED IN ANY OTHER COUNTRY.

    THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, LIABILITY OR CERTAIN DAMAGES OR LIMITATIONS OF REPRESENTATIONS MADE CONCERNING GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

  45. Indemnification
  46. You agree to indemnify and hold harmless the Company, its affiliates, members, directors, officers, employees, agents, and licensors from and against any and all losses, expenses, damages, claims, fines, penalties, costs and liabilities (including reasonable legal and accounting fees), resulting from your (or anyone acting under your password or username) use of the Platform, connection thereto, or any alleged violation by you of these Provider Terms of Use, including, without limitation, the Code of Conduct (as set out in the Website Terms of Use).

    In particular, you agree to indemnify and hold harmless the Company, its affiliates, members, directors, officers, employees, agents, sponsors, and licensors for any injury, including but not limited to bodily harm or death, to you or any third party that may result from the use of or reliance on any Content.

    If we have to file a lawsuit to collect whatever you owe us, you will pay our reasonable expenses under these Provider Terms of Use, including arbitration fees, attorneys' fees and court costs.

  47. Limitation of Liability
  48. You acknowledge that the Company is not a health care provider, licensed or otherwise. The Company cannot and will not assume responsibility for or control over the care of any patient, which shall, at all times remain your responsibility. The Company will not be responsible for any activity that involves the practice of medicine or the provision of health care services or social or psychotherapy services. For greater clarity, the Company does not provide any medical treatment, advice or opinions to Patients.

    You acknowledge and agree that the Company is not responsible for (i) the accuracy, reliability, timeliness, or completeness of Your Information, Personal Information, other data provided by Patients, or any other data or information provided or received through the Site or the Services, (ii) the results that may be obtained from the use of the Site or the Services; or (iii) the provision of your services as a result of your reliance on any Personal Information or other data provided by a Patient, through the Site or the Services. Except as otherwise expressly provided herein, your use of the Services is at your own risk.

    IN NO EVENT SHALL THE COMPANY OR THE COMPANY’S LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR LOST PROFITS THAT RESULT FROM OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE PLATFORM OR ANY CONTENT, OR SERVICES OBTAINED THROUGH THE WEBSITE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IF YOU ARE DISSATISFIED WITH THE WEBSITE, THE CONTENT, THE SERVICES OR THE PROVIDER TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE. IN NO EVENT SHALL THE COMPANY’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU FOR SERVICES IN THE LAST 30 DAYS.

  49. Errors and Inaccuracies.
  50. The information on the Platform may contain typographical errors or other errors or inaccuracies, and may not be complete or current. The Company reserves the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice to you. The Company will not, however, guarantee that any such errors, inaccuracies, or omissions will be corrected. The Company reserves the right to refuse to fill any orders or provide Services that are based on inaccurate or erroneous information on the Platform, including, without limitation, incorrect or out-of-date information regarding pricing, payment terms, or for any other lawful reason.

  51. Changes and Interruptions in Service
  52. The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. Further, the Company reserves the right to change these Provider Terms of Use at any time and to notify you by posting an updated version of the Provider Terms of Use on this Website. You are responsible for regularly reviewing the Provider Terms of Use, including, without limitation, by checking the date of “Last Update” at the bottom of this document. Continued use of the Platform after any such changes shall constitute your consent to be bound by such changes, with continued provision of the use of the Platform constituting consideration from the Company to you for so being bound. Your only right with respect to any dissatisfaction with (1) these Provider Terms of Use (2) any policy or practice of ours in operating the Platform or (3) any Content available through the Platform, is to stop visiting and using the Platform.

    We may, from time to time perform maintenance upon the Platform or experience hardware, software or other problems related to the Platform, resulting in interrupted service, delays or errors in the Services. We will attempt to provide prior notice of such interruptions, delays or errors but cannot guarantee that such notice will be provided.

  53. Termination
  54. You may terminate your Account at any time and for any reason by providing written notice to the Company. Upon any termination by you, your Account will no longer be accessible. Any cancellation request will be handled within 30 days of receipt of such a request by the Company.

    We may suspend or terminate your right to use our Services or the Platform at any time, in the event that you breach these Provider Terms of Use, for any reason, or for no reason at all, in our sole discretion, and without prior notice to you. After such termination, the Company will have no further obligation to provide the Services, except to the extent we are obligated to provide you access to Patient health records.

    Upon termination of your right to use our Services or the Platform or our termination of the Services or Platform, all licenses and other rights granted to you by these Provider Terms of Use will immediately terminate.

    Despite anything to the contrary, all of your covenants, agreements, representations and warranties made in these Provider Terms of Use will survive the termination, suspension or cancellation of your access to the Platform and remain in full force and effect.

  55. Area of Service
  56. Unless otherwise agreed by the Company, the Services described in these Provider Terms of Use are solely offered within Canada.

  57. Assignment
  58. These Provider Terms of User are personal to you and you may not assign these Provider Terms of Use or your rights to the Services to any other party. We expressly reserve the right to assign these Provider Terms of Use and to delegate any of its obligations hereunder, under our sole discretion and without your consent. We may also assign or delegate certain of our rights and responsibilities under these Provider Terms of Use to independent contractors or other third parties.

  59. No Waiver
  60. We shall not be deemed to have waived any of our rights or remedies hereunder unless such waiver is in writing and signed by us. No delay or omission on our part in exercising any right or remedy shall operate as a waiver of that right or remedy or any other rights or remedies. A waiver on any particular occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

  61. Harm to Computer Systems/Data
  62. You agree that we shall have no liability of any kind for viruses, worms, Trojan horses, or other similar harmful components that may enter your computer by downloading information, software, or other materials from the Platform.

  63. Applicable Laws
  64. Unless the applicable laws of your jurisdiction, such as Quebec, require that the laws of your jurisdiction govern, these Provider Terms of Use shall be governed by and construed in accordance with the laws of the Province of Ontario and of the laws of Canada applicable therein, and any dispute is to be submitted to a court of competent jurisdiction in the judicial district of Toronto, Province of Ontario. If any provision of the present Provider Terms of Use shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Provider Terms of Use and shall not affect the validity and enforceability of any remaining provisions. These Provider Terms of Use shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded and you also expressly agree to exclude the applicability of the Uniform Computer Information Transactions Act. A printed copy of these Provider Terms of Use and of any notice in electronic form shall be admissible in any judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally generated and maintained in printed form. You agree that you will only sue us as an individual. You agree that you will not file a class action, or participate in a class action.

    These Terms of Use and any and all other legal notices or statements posted on the Platform constitute the entire agreement between you and the Company with respect to the use of the Platform, including the Services and the Content.

  65. Notice
  66. Notices to you may be made via email or regular mail, or in cases of changes to these Provider Terms of Use or to the Services offered by the Platform, by posting notices or links to such notices on the Website itself.

You agree that it is the express wish of the parties that this agreement and all related documents be drawn up in English. Vous êtes d'accord que c'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

If you have any questions or comments regarding these Provider Terms of Use please contact us at info@greenspacehealth.com.

Last Update: April 9, 2020