These terms and conditions (“Terms and Conditions” or
“Agreement” ) are binding on and apply to individuals ( “you”,
“your” , “User” ) using the Services of Ottawa Therapy
Connect., its parent company, subsidiaries or its affiliates (“Ottawa Therapy
Connect” , “Canadian Mental Health Link Inc.”, “us”,
“we”), from the time that Ottawa Therapy Connect provides you with access to
the Services. By creating an Account or using any Canadian Mental Health Link service, whether
through a mobile device, mobile application, computer, asset or otherwise (“Device”), you
acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions,
along with any and all policies included by reference, such as our Privacy Policy.
You can review the current version of the Terms and
Conditions at any time. Ottawa Therapy Connect reserves the right to update and change
the Terms and Conditions by posting updates and changes to the Application. We strongly
encourage you to check the Terms and Conditions from time to time for any updates that may
impact you.
“Account” means the account created through the Ottawa Therapy Connect Website and/or Application and used by User as part of and to access the Services provided by Ottawa Therapy Connect.
“Affiliate” means any entity which directly or indirectly controls, i.e. having direct or indirect ownership or control of more than 50% of the voting interests of the subject entity, is controlled by, or is under common control with the subject entity.
“Applicable Law” means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, including those relating to the environment or health and safety, of any governmental or regulatory authority that apply to the parties.
“User Data” means all electronic data or information (i) uploaded by the Users in the process of using the Services, including profile information and messages to other Users; or, (ii) created as a result of additional inputs by the User in the process of using the Services. For greater clarity, User Data includes Personal Data and may comprise of sensitive information including geolocation, sexual orientation, gender identity, sexual preferences and other personal information uploaded by User through the Ottawa Therapy Connect Website and/or Application.
“Malicious Code” means all electronic data or information (i) uploaded by the Users in the process of using the Services, including profile information and messages to other Users; or, (ii) created as a result of additional inputs by the User in the process of using the Services. For greater clarity, User Data includes Personal Data and may comprise of sensitive information including geolocation, sexual orientation, gender identity, sexual preferences and other personal information uploaded by User through the Ottawa Therapy Connect Website and/or Application.
“Personal Data” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“User Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. For greater certainty, Personal Data does not include information that is anonymized or aggregated.
“Register” or “Registration” means the point at which the User creates an Account through the Ottawa Therapy Connect Website and/or Application.
“Support Services” ” means the support or maintenance services provided or to be provided by Ottawa Therapy Connect or a third-party service provider engaged by Canadian Mental Health Link to the User.
“Ottawa Therapy Connect Website and/or Application” means the website or application software that will be installed on User’s Device for the purposes of providing User the Services;
“Term” means the period from the time User creates an account on the Ottawa Therapy Connect Website and/or Application until the time User deletes their account and/or Ottawa Therapy Connect Application from their Device and ceases to use the Services.
“User(s)”means any individual(s) who has downloaded the Ottawa Therapy Connect Application onto a Device and/or created an Account via the website.
“Ottawa Therapy Connect” means Ottawa Therapy Connect., its employees, contractors, agents, Affiliates, and any other individual authorized by Canadian Mental Health Link Inc. dealing in the matters under these Terms and Conditions.
“Website and/or Application” means the Website and/or Application owned and operated by Ottawa Therapy Connect under the Services.
You must be at least the age of consent in your province to create a User Account for the Ottawa Therapy Connect Website and/or Application and use the Services. By creating a User Account, you represent and warrant that:
Persons under the age of consent in their jurisdiction are not authorized to use the Ottawa Therapy Connect Website and/or Application.
If a Trial is made available to User and User wishes to participate in a Trial, Ottawa Therapy Connect agrees to make available the Services to User for the Trial Term and grants User the right to test, access and use the Services and to report to Ottawa Therapy Connect the usefulness and functionality of the Services (the “Trial”). On or before the expiry of the Trial Term, User shall agree to either (i) close their Account, with no further obligations (other than those surviving termination as described herein) or (ii) Register for the Services and continue any subscriptions granted in accordance with these Terms and Conditions (for the purposes of this Agreement, such Registration following the Trial Term shall form part of the Term). This Section 3.1 only applies if User participates in a Trial period or offer. For greater certainty, if User does not participate in a Trial period or offer, this Section 3.1 is void and of no legal effect.
Ottawa Therapy Connect provides software as a service allowing Users to use and access the Ottawa Therapy Connect Website and/or Application, which connects individuals who are looking for mental health support with mental health professionals, through the Ottawa Therapy Connect Software and other Canadian Mental Health Link Inc. proprietary technology (“Service”). Any new features or tools which are added to the current Services shall also be subject to these Terms and Conditions. Users will also be permitted to link their social media accounts (for example, Facebook, Instagram, etc.). If a User chooses to link their social media account to their Account on the Ottawa Therapy Connect Website and/or Application, you authorize Ottawa Therapy Connect to access and use certain information from their social media account in providing the Service. Users are responsible for any content that they upload to the Ottawa Therapy Connect Website and/or Application through linking their social media accounts.
Ottawa Therapy Connect shall make the Service available to User during the Trial Term and/or Term, as applicable. User may use the Ottawa Therapy Connect and/or Application through their Ottawa Therapy Connect Account. User may also subscribe for additional services, functionality, or features within the Ottawa Therapy Connect Website and/or Application for additional fees available through their Account (see Section 6.5). User agrees that its Registration for the Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Ottawa Therapy Connect with respect to future functionality or features.
User may download the Ottawa Therapy Connect Website and/or Application through a third-party application store prior to Services being provided to User (see Section 10). The Ottawa Therapy Connect Software is to provide the Services to User(s) and to improve performance of the Ottawa Therapy Connect Website and/or Application. Ottawa Therapy Connect Software (including any third-party support software) is owned by Canadian Mental Health Link Inc. or applicable third-party licensors and suppliers.
From time to time, Ottawa Therapy Connect may offer test versions of a new Service, functionality, or feature of an existing Service (“Beta Service”) for evaluation by you and our Users. If you use a Beta Service, you accept and acknowledge that: (a) the Beta Service is a pre-release version that is still under development and may not work as it is intended, or at all; the Beta Service might not be reliable and the results of the Beta Service may not be accurate; and, your use of the Beta Service might present risks of operational failure; (b) the Beta Service is intended for testing and evaluation only, and is provided on an “AS IS”, “AS AVAILABLE” and “WITH ALL FAULTS” basis; (c) Ottawa Therapy Connect reserves the right to change or terminate the Beta Service at any time without notice to you, and we are not obligated to release a commercial version of the Beta Service; (d) any commercial version of the Beta Service may be substantially different from the Beta Service and may not be compatible with certain software or systems; (e) Ottawa Therapy Connect is not obligated to provide you with User support for the Beta Service; and (f) any and all information you obtain regarding the Beta Service is confidential and you may not disclose that information to any other person or entity, or use that information for any purpose other than providing feedback to us.
To access and use the Services, User must Register for an account through the Ottawa Therapy Connect Website and/or Application (“Account”) by providing your name (or screen-name, if applicable), geolocation, phone number (optional), and a valid e-mail address, and any other information required by Ottawa Therapy Connect. Ottawa Therapy Connect may, in its sole and absolute discretion, reject an application for an Account for any reason, and Ottawa Therapy Connect reserves the right to refuse service to anyone for any reason at any time. Upon Registration, User will be granted a username, password and authentication material to access the Services (“User Login” ).
You acknowledge and agree that you are responsible for keeping secure your User Login that you receive in connection with your Ottawa Therapy Connect Account. Ottawa Therapy Connect will not be liable for any loss, damage, or claims, whether instigated by you or otherwise, directly or indirectly resulting from your failure to maintain the security of your User Login or User Account.
You acknowledge that Canadian Mental Health Link Inc. may use the Personal Data you provide to Ottawa Therapy Connect at the time of Registration or as updated by you from time to time to communicate with you on matters related to the Ottawa Therapy Connect Website and/or Application and Services pursuant to the Privacy Policy www.ottawatherapyconnect.com/privacy.
Ottawa Therapy Connect shall: (i) maintain the integrity of the Service; (ii) provide certain Support Services to User, at no additional charge; and (iii) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for (each of the following being an “Exception”): (a) planned downtime (of which Ottawa Therapy Connect shall give at least 8 hours’ notice via the Service and which Ottawa Therapy Connect shall schedule to the extent reasonably practicable during the weekend hours from 6:00 p.m. EST Friday to 3:00 a.m. EST Monday); or (b) any unavailability caused by circumstances beyond Ottawa Therapy Connect’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, security breaches, strikes or other labor problems (other than those involving Canadian Mental Health Link Inc. employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Ottawa Therapy Connect’s possession or reasonable control, and denial of service attacks.
User is responsible for all activities that occur in User Account and for Users’ compliance with these Terms and Conditions. User shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Data; (ii) use the Service in compliance with the Use Guidelines described in Section 5.3; (iii) use reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Ottawa Therapy Connect promptly of any such unauthorized access or use, including any such improper or unauthorized use by Users; and (iv) comply with all Applicable Laws in using the Service.
User shall use the Service solely for their personal purposes, and/or for the purposes of the Trial during the Trial Term (if applicable), as contemplated by these Terms and Conditions and shall not, (where applicable):
You agree that Canadian Mental Health Link Inc. is not responsible for the conduct of any User using the Ottawa Therapy Connect Website and/or Application or Services. You agree to use caution in all interactions with other users in accordance with Section 5.3 above, particularly if you decide to communicate off the Service or meet in person. You agree that you will not provide your financial information (for example, your credit card or bank account information), or wire or otherwise send money, to other Users. You are responsible for all activity and content uploaded by you or your Users through the Ottawa Therapy Connect Application and Services, including without limitation, photographs, images, videos, graphics, written content, code, information, and other data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited in connection with your Account. Users agree to take appropriate steps to keep their account secure, and prevent unauthorized access, including, but not limited to; creating strong passwords, changing their password periodically, etc.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT OTTAWA THERAPY CONNECT DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS USERS OR OTHERWISE INQUIRE INTO THE BACKGROUND OF ITS USERS. OTTAWA THERAPY CONNECT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS. CANADIAN MENTAL HEALTH LINK INC. RESERVES THE RIGHT TO CONDUCT, AND YOU AGREE THAT CANADIAN MENTAL HEALTH LINK INC. MAY CONDUCT, ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES) AT ANY TIME USING AVAILABLE PUBLIC RECORDS.
Canadian Mental Health Link Inc. may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Service or the Ottawa Therapy Connect Website and/or Application, including such activities set out under Section 5.3. Such legal action or responses include, but are not limited to, terminating your Ottawa Therapy Connect Account or requiring you to take down certain content. Although Ottawa Therapy Connect reserves the right to review and remove any content that violates this Agreement, such content is the sole responsibility of the User who posts it, and Ottawa Therapy Connect cannot guarantee that all content will comply with this Agreement. If you see content on the Ottawa Therapy Connect Website and/or Application or our Services that violates this Agreement, please contact us at support@ottawatherapyconnect.com.
You acknowledge and agree that Ottawa Therapy Connect may, from time to time, with 10 days notice to Users, publish online (either through the Ottawa Therapy Connect Website and/or Application or Service, or a separate website) and require you to abide by community guidelines or rules that may restrict your conduct towards other Users and/or Ottawa Therapy Connect representatives. You agree that breach thereof shall constitute a breach of these Terms and Conditions and that Canadian Mental Health Link Inc. shall be entitled to any and all remedies hereunder.
Except during Trial Term (if applicable), User shall pay all fees or subscriptions through a third-party app store, Canadian Mental Health Link Inc. direct billing or other payment platforms authorized by Canadian Mental Health Link Inc.. If you choose to purchase a Canadian Mental Health Link Inc. products or Service for purchase through your Ottawa Therapy Connect Account, you will be prompted to confirm your purchase with the applicable payment provider, and your method of payment (your “Payment Method”) will be charged at the prices displayed to you for the Service(s) you’ve selected as well as any sales or similar taxes that may be imposed on your payments, and you authorize Canadian Mental Health Link Inc. or the third party account, as applicable, to charge you. Except as otherwise provided, all fees are quoted and payable in CAD. Except as otherwise specified in these Terms and Conditions: (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable, (iii) fees paid are non-refundable.
Unless otherwise stated, Canadian Mental Health Link Inc.’s fees do not include any direct or indirect local, provincial, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes” ) User is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Canadian Mental Health Link Inc.’s net income or property. If Canadian Mental Health Link Inc. has the legal obligation to pay or collect Taxes for which User is responsible under this Section 6.2, the appropriate amount shall be invoiced to and paid by User.
Canadian Mental Health Link Inc. reserves the right to change or discontinue its Services, or update or change the prices upon 30 days notice to User. Canadian Mental Health Link Inc. shall not be liable to User or any third party for any such modification, price change, or discontinuance.
From time to time, Ottawa Therapy Connect may offer additional in website or in app purchases. If you purchase an auto-recurring periodic subscription or in app purchase, your Payment Method will continue to be billed for the subscription until you cancel. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing. If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, you will need to log in to your third party account (or Account settings on the Ottawa Therapy Connect Website and/or Application) and follow instructions to cancel your subscription, even if you have otherwise deleted your Account with us or if you have deleted the Ottawa Therapy Connect Website and/or Application from your Device. Deleting your Account on Ottawa Therapy Connect or deleting the Ottawa Therapy Connect Application from your Device does not cancel your subscription; Canadian Mental Health Link Inc. will retain all funds charged to your Payment Method until you cancel your subscription on Ottawa Therapy Connect or the third party account, as applicable. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term, and your subscription will not be renewed after your then-current term expires. If you pay Canadian Mental Health Link Inc. directly, Canadian Mental Health Link Inc. may correct any billing errors or mistakes that it makes even if it has already requested or received payment. If you initiate a chargeback or otherwise reverse a payment made with your Payment Method, Canadian Mental Health Link Inc. may terminate your Account immediately in its sole discretion pursuant to Section 14.
Subject to the limited rights expressly granted hereunder, Canadian Mental Health Link Inc. reserves all right, title, and interest, including all intellectual property rights, in and to the Services and all technologies related thereto, including any and all algorithms or processes developed by Canadian Mental Health Link Inc. and all derivatives, modifications, or improvements of or to any of the foregoing made by or for Canadian Mental Health Link Inc., whether or not created or developed in connection with the Services. No rights are granted to User hereunder other than as expressly set forth herein.
User shall not (i) modify, copy or create derivative works based on the Service; (ii) frame or mirror any content forming part of the Service, other than for User’s own purposes; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part or (iv) access the Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Service.
As between Ottawa Therapy Connect and User, User exclusively owns all rights, title and interest in and to all User Data. User Data is deemed Confidential Information under these Terms and Conditions. You acknowledge that you upload sensitive information at your own risk and that Canadian Mental Health Link Inc. shall not be liable for any loss, vulnerability, or damages resulting from the upload of such sensitive information by you for any reason.
Ottawa Therapy Connect may collect certain data and information regarding User’s use of the Services, including, but not limited to, data involving functions within the Services most used by User or other items (“Usage Data”). Ottawa Therapy Connect may use and exploit Usage Data for any purpose in connection with operating, improving and supporting the Services and any machine learning technology that underlies the Services (“Usage Data Purpose”). Notwithstanding any term in these Terms and Conditions to the contrary, User hereby consents to the use of such Usage Data for the Usage Data Purpose, and User irrevocably assigns all rights, title and ownership of the Usage Data to Ottawa Therapy Connect, and User hereby waives any applicable non-assignable rights to such Usage Data to the extent User is legally permitted to do so. Ottawa Therapy Connect represents and warrants that it shall not use the Usage Data for any other purpose other than the Usage Data Purpose.
Users are encouraged to submit any suggestions and feedback related to their use and operation of the Service, and can do so by sending an e-mail to us at support@ottawatherapyconnect.com. Canadian Mental Health Link Inc. shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by User relating to the operation of the Service.
Notwithstanding any provisions, representations and warranties to the contrary, Ottawa Therapy Connect and User acknowledge that there is a possibility that the Usage Data may contain Personal Data, the use of which data is subject to various privacy laws, including all provincial, state, federal and international laws and regulations and provincial, state, federal and national government agency orders and decrees to which User may be subject ( “Privacy Laws” ), as well as certain restrictions imposed on the Personal Data by the data subjects or other third party data providers. Ottawa Therapy Connect and User agree to strictly abide by all such restrictions pertaining to the Personal Data, as they are promulgated and applied, currently and in the future. Furthermore, Ottawa Therapy Connect shall in good faith execute any and all agreements that User is required to have Ottawa Therapy Connect execute in order that User may comply with any Privacy Laws. If Ottawa Therapy Connect or User’s use (whether directly or indirectly) of the Personal Data is contrary to any Privacy Law, or contrary to any of the restrictions set forth in these Terms and Conditions, the non-violating party shall have the right to: (a) terminate this Agreement for cause if such breach has not been cured within five (5) days of receipt by the violating party of written notice, and (b) pursue any other legal and equitable remedies. For greater certainty, Ottawa Therapy Connect’s Privacy Policy governs Canadian Mental Health Link Inc.’s collection, use, disclosure, retention and disposal of Personal Data, and forms part of these Terms and Conditions.
As used herein, “Confidential Information” means all confidential and proprietary information of User disclosed to Ottawa Therapy Connect, whether orally or in writing, or whether disclosed purposefully or inadvertently, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the User Data. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to User; (ii) was known to Ottawa Therapy Connect prior to disclosure by User without breach of any obligation owed to User; or (iii) is received from a third party without breach of any obligation owed to User.
Canadian Mental Health Link Inc. shall not disclose or use any Confidential Information of User for any purpose outside the scope of these Terms and Conditions, except in accordance with Section 9.3.
If Canadian Mental Health Link Inc. is compelled by law to disclose Confidential Information of User, including User Data, it shall provide User, as applicable, with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at User’s cost, if User wishes to contest the disclosure.
Subject to your compliance with these Terms and Conditions, Canadian Mental Health Link Inc. grants to you a limited, non-exclusive, non-assignable, without the right to sublicense, license to install, access, and run a single copy of the Ottawa Therapy Connect Website and/o Application on a Device that you own or control, and to run such copy of the Ottawa Therapy Connect Website and/or Application solely for your own personal non-commercial purposes. You may not copy the Website and/or Application, except for making a reasonable number of copies for backup or archival purposes. If you sell your Device upon which you have installed a copy of the Ottawa Therapy Connect Application, you must remove the Ottawa Therapy Connect Application from such Device before doing so. Any Ottawa Therapy Connect Software that we provide to User may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your Device settings. These Terms and Conditions will govern any content, materials, or services accessible from or purchased within the license granted as well as upgrades provided by Ottawa Therapy Connect that replace or supplement the original license granted, unless such upgrade is provided under a separate end-user license agreement.
This section applies to the Ottawa Therapy Connect Application if you have accessed the Ottawa Therapy Connect Application through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play Store) where the Ottawa Therapy Connect Application may not or in the future be made available (each an “App Provider“ ). You acknowledge and agree that: (a) these Terms and Conditions are concluded between you and Canadian Mental Health Link Inc., and not with the App Provider, and Canadian Mental Health Link Inc. is solely responsible for the Ottawa Therapy Connect Application; (b) the App Provider has no obligation to furnish any maintenance and support services with respect to the Ottawa Therapy Connect Application; (c) in the event of any failure of the Ottawa Therapy Connect Application to conform to any applicable warranty, you may notify the App Provider and the App Provider will refund the purchase price for the Ottawa Therapy Connect Application to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Ottawa Therapy Connect Application. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform with any warranty will be the sole responsibility of Ottawa Therapy Connect (d) in the event of any third party claim that the Ottawa Therapy Connect Application or your possession and use of that Ottawa Therapy Connect Application infringes that third party’s intellectual property rights, Canadian Mental Health Link Inc. will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms and Conditions; (e) The App Provider, and its subsidiaries, are third party beneficiaries of these Terms and Conditions as related to your license to the Ottawa Therapy Connect Application, and that, upon your acceptance of these Terms and Conditions, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions as related to your license of the Ottawa Therapy Connect Application against you as a third-party beneficiary thereof; (f) you must also comply with all applicable third party terms of service when using the Ottawa Therapy Connect Application.
The Ottawa Therapy Connect Website and/or Application may allow access to Ottawa Therapy Connect’s and/or third-party services and websites ( “External Services” ). User acknowledges and agrees to the use of External Services at User’s sole risk. Canadian Mental Health Link Inc. is not responsible for examining or evaluating the content or accuracy of any third-party External Services and shall not be liable for any such third-party External Services. Data displayed by any application or External Service is for general informational purposes only and is not guaranteed by Canadian Mental Health Link Inc. or its agents. User will not use the External Services in any manner that is inconsistent with the terms of this Agreement or that infringes the intellectual property rights of Canadian Mental Health Link Inc. or any third party. User agrees not to use the External Services to harass, abuse, stalk, threaten, defame, or for any other unlawful activity, any person or entity, and that Canadian Mental Health Link Inc. is not responsible for any such unlawful use. External Services may not be available in all languages or in your place of residence and may not be appropriate or available for use in any particular location. To the extent that User chooses to use such External Services, User is solely responsible for complying with any applicable laws. Canadian Mental Health Link Inc. reserves the right to change, suspend, remove, disable, or impose access restrictions or limits on any External Services at any time without notice or liability to User.
Upon termination under Section 14, User will immediately cease all use of the Ottawa Therapy Connect Website and/or Application and will destroy all copies of the Ottawa Therapy Connect Application (whether or not modified or incorporated with or into other software) and so certify to Ottawa Therapy Connect in writing if requested. Unless otherwise provided in these Terms and Conditions, termination is not an exclusive remedy and all other remedies will be available whether or not these Terms and Conditions are terminated
Each party represents and warrants that it has the legal power to be bound by these Terms and Conditions. User represents and warrants that for any Personal Data controlled by it, or any other Personal Data provided or transmitted by User to Ottawa Therapy Connect, whether advertent or otherwise, User, as applicable, has obtained the necessary consent or legal right to provide or transmit such data. Ottawa Therapy Connect represents and warrants that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the functionality of the Service will not be materially decreased during the Term; (ii) the Service will not contain or transmit to User any Malicious Code (except for any Malicious Code contained in User-uploaded attachments or otherwise originating from Users); (iv) it owns or otherwise has sufficient rights in the Service to grant to User the rights to use the Service granted herein; and (v) the Service does not infringe any intellectual property rights of any third party.
Canadian Mental Health Link Inc. warrants to User to the best of its knowledge that the Ottawa Therapy Connect Website and/or Application as downloaded from Google Play Store or the Apple App Store will be the most recent officially released version of the Ottawa Therapy Connect Website and/or Application, and that Canadian Mental Health Link Inc. owns or has licensed the necessary rights, including rights to the relevant intellectual property rights, to perform its obligations under these Terms and Conditions, and that no notice has been given to Canadian Mental health Link Inc. alleging that the material licensed under Section 10 infringes any intellectual property rights of third parties, nor violates any other agreement or applicable legislation.
USER ACKNOWLEDGES THAT NO WEBSITE AND/OR APPLICATION IS CAPABLE OF PROVIDING COMPLETE PROTECTION AGAINST ALL KNOWN AND UNKNOWN VULNERABILITIES/ZERO-DAY THREATS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” AND CANADIAN MENTAL HEALTH LINK INC. MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO USER BY CANADIAN MENTAL HEALTH LINK INC. CANADIAN MENTAL HEALTH LINK INC. DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT THE OPERATION OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.
You represent and warrant that all information and content you submit upon creating your Account, including information linked to any social media accounts, are accurate and truthful, and you have the right to post such content or information through our Application or Service. You also acknowledge and agree that Ottawa Therapy Connect, its affiliates, or third-party partners, may place advertising through the Ottawa Therapy Connect Application or Service./p>
Subject to these Terms and Conditions, User shall defend, indemnify and hold Canadian Mental Health Link Inc. harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings ( “Claims” ) made or brought against Canadian Mental Health Link Inc. by a third party alleging that the User Data, or User’s use of the Service: (i) infringes the intellectual property rights of such third party, or (ii) has harmed such third party because Malicious Code was uploaded or inputted by Users, (iii) electronic data or information was uploaded or inputted by Users without such third party’s authorization or permission, or (iv) violates any Applicable Law, or has otherwise harmed a third party; provided, that Canadian Mental Health Link Inc. (a) promptly gives written notice of the Claim to User; (b) gives User sole control of the defense and settlement of the Claim (provided that User may not settle or defend any Claim unless it unconditionally releases Canadian Mental Health Link Inc. of all liability); and (c) provides to User, at User’s cost, all reasonable assistance.
IN NO EVENT SHALL CANADIAN MENTAL HEALTH LINK INC.’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, OR RELATIONSHIP BETWEEN CANADIAN MENTAL HEALTH LINK INC. AND USER, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED $100.00.
IN NO EVENT SHALL CANADIAN MENTAL HEALTH LINK INC. HAVE ANY LIABILITY TO USER(S) FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT USER HAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Canadian Mental Health Link Inc. may terminate this Agreement immediately without written notice to User for a breach or violation, or suspected breach or suspected violation, of any provision under these Terms and Conditions, as determined in the sole discretion of Canadian Mental Health Link Inc.. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Ottawa Therapy Connect User, employee, member, or officer will result in immediate Account termination. If Ottawa Therapy Connect, in its sole and absolute discretion, suspects for any reason that User has uploaded illicit or prohibited materials under these Terms and Conditions to their Account, Ottawa Therapy Connect reserves the right to terminate the Account in connection with such suspicion. For clarity, if Ottawa Therapy Connect exercises its right to terminate under this Section 14, User shall delete and remove their copy of the Ottawa Therapy Connect Website and/or Application from any and all Devices upon which a copy of the Ottawa Therapy Connect Application or Software has been installed and a license granted under Section 10.
User may cancel the Account and terminate this Agreement at any time by contacting support@ottawatherapyconnect.com or deleting the User Account through account settings. Users must notify Ottawa therapy Connect of their cancellation at least 48 hours in advance of their subscription renewal. Upon the cancellation, User shall pay to Canadian Mental Health Link Inc. all undisputed amounts due and payable hereunder, if any. User will not be entitled to any refunds of any payments to Canadian Mental Health Link Inc., pro rata or otherwise. If you use a third-party payment account, you may need to manage in app purchases through such account to avoid additional billing.
Termination or cancellation shall not relieve User of the obligation to pay any fees accrued or payable to Canadian Mental Health Link Inc. prior to the effective date of termination.
Immediately upon a User removing their Account from the Ottawa Therapy Connect Website and/or Application, that individual’s User Data shall be deleted from the Ottawa Therapy Connect servers.
The following provisions of these Terms and Conditions shall survive any termination or expiration of these Terms and Conditions: Sections 6 through 14.
These Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
In the event that you request Support Services, or other Services, from Canadian Mental Health Link Inc., which require the verification of your identity and right to any Account, Canadian Mental Health Link Inc. reserves the right to request documentation from you or User to determine or confirm Account ownership. Such documentation may include, without limitation, a scanned copy of government issued photo ID, e-mail, or your phone number on file.
Except as otherwise expressed herein, there are no third-party beneficiaries under these Terms and Conditions.
No failure or delay by either party in exercising any right under these Terms and Conditions shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms and Conditions shall remain in effect.
User may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the Canadian Mental Health Link Inc. (not to be unreasonably withheld). Notwithstanding the foregoing, Canadian Mental Health Link Inc. may assign this Agreement in its entirety, without consent of the User, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by User to assign its rights or obligations under these Terms and Conditions is in breach of this Section 15.6 shall be void and of no effect. Subject to the foregoing, these Terms and Conditions shall bind and enure to the benefit of the parties, their respective successors and permitted assigns.
These Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. Subject to the dispute resolution provisions of this agreement, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario.
In the event that any dispute should arise in connection with these Terms and Conditions, or the construction or application thereof, or as to any act, deed, or omission of Canadian Mental Health Link Inc., any User, or any Authorized Individual (the “Parties”), or as to any other matter in any way relating to these Terms and Conditions, shall be resolved by arbitration. Such arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement between the parties or, in default of such agreement, such arbitrator shall be appointed by a Judge of the Superior Court of Justice, upon the application of any of the parties, and such judge shall be entitled to act as such arbitrator, if they so desires. Unless otherwise agreed to by the parties, the arbitration shall be held in the City of Ottawa. The procedure to be followed shall be agreed to by the parties or, in default of such agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991 (Ontario). The arbitrator shall have the power to proceed with the arbitration and to deliver their award notwithstanding the default by any party in respect of any procedural order made by the arbitrator. The decision arrived at by the arbitrator shall be binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Notwithstanding the above, nothing in this section 15.8 shall remove the legal rights or remedies of appeal available to the Parties under the Arbitration Act, 1991 (Ontario). In the event that any of the above in this Section 15.8 is found invalid by a court of competent jurisdiction, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provision of this Section 15.8 shall remain in effect.