Terms and Conditions

This document is an electronic document for the purposes of the Electronic Commerce Act, 2000  (as may be amended, modified, re-enacted, consolidated or replaced from time to time) and rules thereunder and these terms and conditions govern the access or usage of the UNITEDWECARE platforms, namely, http://www.UNITEDWECARE.com (the “Website”), and UNITEDWECARE mobile application (“Application”) for Android and iOS devices (hereinafter collectively referred to as the “Platforms”). By visiting or accessing the Platforms, you accept the conditions of use. Please read them carefully. 

For the purpose of these Terms of Use, wherever the context so requires, “You“, “Your” and “User(s)” shall mean any natural or legal person who has agreed to become a service recipient on the Platform by visiting or accessing the Platform (s). The terms “UNITEDWECARE“, “We“, “Us“, “Our” shall mean United We Care Corporation, a corporation duly incorporated under the Canada Busines Corporations Act, and its affiliates. 

By Your use of and/or access to the Platforms, You understand that You are contracting with UNITEDWECARE. You also understand and agree that UNITEDWECARE shall remain the sole owner of the Platforms.

By using/ accessing the Platforms and by providing any information through the Platforms,  You hereby accept these Terms of Use and enter into a binding contract with UNITEDWECARE. You hereby acknowledge and agree that You have read, understood these Terms of Use and are bound by them, regardless of how You or anyone on Your behalf has accessed or used the Platforms. If You do not want to be bound by these Terms of Use, You must not retain, access and/or use the Platform in any manner whatsoever. Anything done, caused to be done, whether expressly or impliedly, in contravention of these Terms of Use, may render You liable for legal action.

Downloading Our mobile application from Google Play Store or Apple App Store, You will also be subject to Google Play Terms of Service or Apple App Store Terms of Service, respectively. If there is any conflict between Google Play Store Terms of Service or Apple App Store Terms of Service and these Terms of Use with respect to a User’s use of the android and/or iOS mobile platform application, then, these Terms of Use shall prevail.

DEFINITIONS

In these Terms and Conditions, references to:

Services” shall include but not be limited to services made available for Users, for license, for a fee,           including any online services and other web-based services identified on the services list. Services           also include consulting, counseling, job search/and application, customer services and       communication services and other services or advice  provided through the Platforms, and any service that the Service Professionals provide to UNITEDWECARE on the line reservation system of the Website or Application.

“Service Professional(s)” shall mean the professionals listed on the UNITEDWECARE Platforms who will be delivering Services to User(s) from time to time. 

“Your Account” shall have the meaning ascribed to it under section 3.1 herein below.

ELIGIBILITY

Legal Capacity and Age of Consent: Our Services are restricted to Users who are 18 years of age or older. We do not permit Users under the age of 18 on Our platform and We do not knowingly collect personal information from anyone under the age of 18. Accessibility is limited only to those who are not prohibited from entering into a contract of service of this kind by laws applicable in their competent jurisdiction. With this understanding, You specifically agree that by using the Platforms, you are at least 18 years of age and you are competent under law to enter into a legally binding and enforceable contract.

YOUR ACCOUNT AND REGISTRATION OBLIGATIONS

To enable Your access and use of the Services listed on the Platforms, You are obligated to register on the Platform by providing certain information which shall be verified with a one-time password to Your mobile number. Upon successful registration on the Platforms, You will be entitled to a virtual space (“Your Account”), which shall be utilized solely to browse and book the Services that may be offered by the Service Professionals to the Users of the Platforms, and is not to be utilized for any other non-permitted purposes. If You use the Platform(s), You shall be responsible for maintaining the confidentiality of Your login name and password and You shall be responsible for all activities that occur under Your login name and password. You agree that if You provide any information that is untrue, inaccurate, not current or incomplete, or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with these Terms of Use, We have the right to indefinitely suspend, terminate or block Your access to Your Account and block Your access to the Platform(s).

Your contact number, as made available to Us, is treated as Your primary identification on the Platform. It is Your responsibility to ensure that the contact number provided on the Platform is valid and remains current at all times. You agree to promptly update Your mobile phone number and/or e-mail address in case of any change therein, by updating the same on Your Account through a onetime password verification. 

You agree that upon confirmation of a booking or an appointment, the Service Professionals shall be entitled to contact You at the contact number/ email address provided in Your Account, pursuant to your request to receive the Services. You agree that UNITEDWECARE is not liable for non-rendering of requested Services resulting from any incorrect or invalid information that is reflected/uploaded in Your Account.

You fully acknowledge and understand that You shall be solely liable and responsible for all the activities undertaken under Your Account and any consequences therefrom.

REGISTRATION CHARGES

UNITEDWECARE does not charge any fee for browsing/accessing the Platform and is thus free for its User(s), however, UNITEDWECARE reserves the right to change its fee policy, from time to time.

In addition to the service fees payable to a Service Professional(s) to enable a booking, Users will also be charged a convenience fee upon booking of an appointment with such Service Professional(s) for the Services booked and obtained through the Platform(s).

UNITEDWECARE reserves the right, in its sole discretion, to introduce new Services and/or modify some or all of the existing Services offered on the Platform(s). In such an event, UNITEDWECARE reserves the right to introduce a fee for the new/existing Service(s) offered or Service(s) modified, as the case may be. Changes to the fee policy shall be posted on the Platform and such changes shall become effective immediately upon posting.

Unless otherwise stated, all fees shall be quoted and paid in Canadian Dollars and all payments shall be subject to deductions/taxes/levies as maybe applicable under applicable law. You shall be solely responsible for compliance with all applicable laws including for making payments to Service Professional (s).

ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

The information on the Platforms is not guaranteed to be correct, complete or up to date, and is provided “as is” without any warranties whatsoever. The material and information provided on the Platforms are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on the Platforms are at Your own risk. The Platforms may contain certain historical information. Historical information, necessarily, is not current and is provided for Your reference only. We reserve the right, in our sole discretion, to modify the contents of the Platforms at any time and it shall be Your responsibility to monitor changes to the Platform.

COMMUNICATIONS

When You use the Platform or send emails or other data, information or communication to us, You agree and understand that You are communicating with Us through electronic communication and You consent to receive communications via electronic means from Us periodically or as and when required. We may communicate with you by email or by such other mode of communication, electronic or otherwise.

You also acknowledge and agree that the telephonic conversations through the Platforms for the purposes of booking an appointment with any Service Professional, may be recorded solely for quality assurance and training purposes.

You authorize Us to make use of email to communicate with You and others as well as to send or receive documents notwithstanding such documents may be vulnerable to being intercepted or otherwise disclosed to unintended third parties by virtue of Our inability to control the means through which such emails are transferred and stored.  

You authorize Us to make use of cloud based storage options for documents comprising the file in their usual course of business and notwithstanding that this constitutes the use of a third party to retain the confidential documents of the client.

RENDERING OF SERVICES 

We utilize third party Service Professionals in order to deliver the Services. Service details of Service Professionals such as approximate time of rendering the Service(s) will be communicated or extended via text message, notification on Your Account, etc, upon receipt of confirmation from Your Account. 

You acknowledge and agree that UNITEDWECARE solely acts as enablers or facilitators between User(s) and Service Professional(s). The opinions, statements, answers, diagnoses, counselling, etc. (collectively “consultation”) provided by the Service Professionals via the Platforms are solely individual and independent opinions and statements of such individuals/Service Professionals alone, and in no way reflect the opinions of UNITEDWECARE, its affiliates or any other organizations or institutions UNITEDWECAREto which such Service Professional is affiliated and/or provides services. We do not recommend or endorse any specific tests, service professionals, products, procedures, opinions, or other information that may be mentioned on the Platforms or by a licensee of UNITEDWECARE.

Prior to using service(s) listed on the Platforms, You will be required to provide relevant information including but not limited to name, mobile number, e-mail address and details of the issue being faced. You certify and affirm that the aforesaid information provided is correct, complete and accurate to the best of your knowledge. Any failure in receiving the necessary service(s) arising out of Your failure to provide correct, complete and accurate information shall not be attributable to UNITEDWECARE and consequently, UNITEDWECARE shall not be held liable in any manner whatsoever.

We, in our sole discretion, reserve the right to cancel any and/or all Service(s). In the event of such cancellation, We shall refund the amount (after any applicable deductions, if any) paid by You for the Service(s) cancelled or not delivered due to such cancellation. 

While We will make reasonable efforts to ensure the delivery of Service(s) to You in a timely manner, You understand that delivering the same may sometimes be delayed on account of:

1. Reasons and issues beyond Our control;
2. Unsuitable/intermittent connectivity conditions;
3. Disruptions in data or telecom networks by default of third party, etc.;
4. Acts of God such as floods, earthquakes, epidemic, pandemic, etc.; and
5. Any other unforeseen circumstances beyond Our control.

In the event of a delay caused by any of the cirucmstances set out in clause 7.5 above, We shall make commercially reasonable efforts to advise You either in writing, by mobile number and/or registered email. We disclaim all liabilitiy that may arise on account of failure to advise You of anticipated delays in delivering the Service(s) selected through the Platform. Further, We shall be under no obligation to compensate You for any mental distress or any tortious claim that may otherwise arise from delays in providing the Service(s).

GENERAL CONDITIONS

UNITEDWECARE reserves the right to refuse Service to anyone for any reason at any time.

You understand that Your Account content (not including credit card information) may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. 

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Application, use of the Application, or access to the Platforms or any contact on the Platform through which the Services are provided, without express written permission from Us. 

UNITEDWECARE reserves the right to add, amend or discontinue any of its Services in future.

Emergency Services 

IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING HARMING YOURSELF OR OTHERS OR IF YOU FEEL THAT ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL THE EMERGENCY SERVICE NUMBER (911 IN THE CANADA) AND NOTIFY THE RELEVANT AUTHORITIES. SEEK IMMEDIATE IN PERSON ASSISTANCE. THE PLATFORM IS NOT DESIGNED FOR USE IN ANY OF THE AFOREMENTIONED CASES AND THE SERVICE PROFESSIONALS CANNOT PROVIDE THE ASSISTANCE REQUIRED IN ANY OF THE AFOREMENTIONED CASES.

THE PLATFORM IS NOT INTENDED FOR THE PROVISION OF CLINICAL DIAGNOSIS REQUIRING AN IN-PERSON EVALUATION AND YOU SHOULD NOT USE IT IF YOU NEED ANY OFFICIAL DOCUMENTATION OR APPROVALS FOR PURPOSES SUCH AS, BUT NOT LIMITED TO, COURT-ORDERED COUNSELLING OR EMOTIONAL SERVICE DOG CERTIFICATION. IT IS ALSO NOT INTENDED FOR ANY INFORMATION REGARDING WHICH DRUGS OR MEDICAL TREATMENT MAY BE APPROPRIATE FOR YOU, AND YOU SHOULD DISREGARD ANY SUCH ADVICE IF DELIVERED THROUGH THE PLATFORM.

DO NOT DISREGARD, AVOID, OR DELAY IN OBTAINING IN-PERSON CARE FROM YOUR DOCTOR OR OTHER QUALIFIED PROFESSIONAL BECAUSE OF INFORMATION OR ADVICE YOU RECEIVE THROUGH THE PLATFORM.

Duty to Report

You understand and acknowledge that We and the Service Professionals have under applicable law including the Child, Youth and Family Services Act a duty to promptly report any suspicions that a child is or may be in need of protection to a children’s aid society including suspicion of physical, sexual and emotional abuse, neglect, and risk of harm.

You understand and acknowledge that under the Personal Health Information Protection Act, 2004 and similar legislation Service Professional physicians are permitted to disclose personal health information about an individual if they have reasonable grounds to believe disclosure is necessary to eliminate or reduce significant risk of serious bodily harm to a person or group of persons.

Your Account, representations, conduct and commitments

You hereby confirm that you are at least 18 years of age and legally able to consent to receive Services, and that you are legally able to enter into a contract.

You hereby confirm and agree that all the information that you provided in or through the Platform, and the information that you will provide in or through the Platform in the future, is accurate, true, current and complete. Furthermore, you agree that you will make sure to maintain and update this information so it will continue to be accurate, current and complete.

You agree, confirm and acknowledge that you are responsible for maintaining the confidentiality of your password and any other security information related to Your Account (collectively “Account Access“). We advise you to change your password frequently and to take extra care in safeguarding your password.

You agree to notify us immediately of any unauthorized use of Your Account Access or any other concern for breach of your account security.

You agree, confirm and acknowledge that We will not be liable for any loss or damage that incurred as a result of someone else using your account, either with or without your consent and/or knowledge.

You agree, confirm and acknowledge that you are solely and fully liable and responsible for all activities performed using your Account Access. You further acknowledge and agree that we will hold you liable and responsible for any damage or loss incurred as a result of the use of your Account Access by any person whether authorized by you or not, and you agree to indemnify us for any such damage or loss.

You agree and commit not to use Your Account or Account Access of any other person for any reason.

You agree and confirm that your use of the Platform, including the Services, are for your own personal use only and that you are not using the Platform or the Services for or behalf of any other person or organization.

You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt, any of our systems, services, servers, networks or infrastructure, or any of the Platform’s systems, services, servers, networks or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.

You agree and commit not to make any use of the Platform for the posting, sending or delivering of either of the following: (a) unsolicited email and/or advertisement or promotion of goods and services; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist or potentially harmful content; (d) any content that infringes a third party right including intellectual property rights; (e) any content that may cause damage to a third party; (f) any content that may constitute, cause or encourage a criminal action or violate any applicable law.

You agree and commit not to violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code in relation to your use of the Platform and your relationship with the Service Professionals and us.

If you receive any file from us or from a Service Professional, whether through the Platform or not, you agree to check and scan the file for any virus or malicious software prior to opening or using the file.

You will indemnify, defend, and hold us harmless from and against any and all claims, losses, causes of action, demands, liabilities, costs or expenses (including, but not limited to, litigation and reasonable attorneys’ fees and expenses) arising out of or relating to any of the following: (a) your access to or use of the Platform; (b) any actions made with Your Account or Account Access whether by you or by someone else; (c) your violation of any of the provisions of these Terms of Use; (d) non-payment for any of the services (including Service Professional Services) which were provided through the Platform; (e) your violation of any third party right, including, without limitation, any intellectual property rights, publicity, confidentiality, property or privacy rights. This clause shall survive expiration or termination of these Terms of Use.

You confirm and agree to use only credit cards or other payment means (collectively “Payment Means”) that you are duly and fully authorized to use, and that all payment related information that you provided and will provide in the future, to or through the Platform, is accurate, current and correct and will continue to be accurate, current and correct.

You confirm that you understand and agree that any communications and discussions You may have with attorney Service Professionals are confidential between You and the Service Professional, but We cannot guarantee that such communications and discussions will constitute legally privileged communications or discussions because of the nature in which the Service Professional provides the Services (i.e. facilitated through the Platform).

MODE OF PAYMENT

You acknowledge that payment made by Internet banking/debit card/credit card/mobile wallets (as applicable) wil be in accordance with the prevailing guidelines issued by the Payment Card Industry Security Standards Council including the Payment Card Industry Data Security Standard, the rules promulgated by the Interac Association, and any other governing or regulatory bodies or associations applicable to payment cards as the case may be, including guidelines relating to know-your-customer norms/anti-money laundering and combatting financing of terrorism including the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC). Further, We will not be liable for any charges occurring due to dishonouring of payment instructions. It is however, clarified that any amount paid by You towards booking of an appointment with a Service Professional and such appointment being cancelled or the Service Professional failing to attend such appointment, shall be refunded to You. 

UNITEDWECARE does not implicitly or explicitly support or endorse the sale or purchase of any Services on the Platform. UNITEDWECARE accepts no liability for any errors or omissions, whether on behalf of itself or third parties.

UNITEDWECARE is not responsible for any non-performance or breach of any contract entered into between You and any Service Professional(s). Your correspondence or dealings with Service Professional(s) found on or through the Platform, including payment and delivery of services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Service Professional(s). UNITEDWECARE cannot and does not guarantee that the concerned User(s) and/or Service Professional (s) will perform any transaction concluded on the Platform. UNITEDWECARE shall not and is not required to mediate or resolve any dispute or disagreement relating to the Services between User(s) or and Service Professional(s).

UNITEDWECARE does not at any point of time during any transaction between User(s) and Service Professional(s) on the Platform (s) come into or take possession of any of the Services offered by Service Professional(s)  nor does it at any point gain title to or have any rights or claims over the Services offered by Service Professional(s) and User(s). 

At no time shall UNITEDWECARE hold any right, title or interest or any obligations or liabilities in respect of such contract entered into between User(s) and Service Professional(s). UNITEDWECARE is not responsible for unsatisfactory or delayed performance of Services.

UNITEDWECARE solely provides a platform that can be utilized by User(s) to reach a larger base to offer Services and undertake communication. It is agreed that the contract for sale of any of the Services shall be a strictly bipartite contract between the User(s) and Service Professional(s). 

You shall independently agree upon the manner and terms and conditions of availing the Service, and the payment towards the Service with the Service Professional (s) You transact with.

INTELLECTUAL PROPERTY RIGHTS (IPR) RESTRICTION

This site is controlled and operated by UNITEDWECARE and Services are rendered by respective Service Professionals. All material on the Platforms, including images, illustrations, audio clips, and video clips, are protected by copyrights, trademarks, and other intellectual property rights thereon. Material on the Platform is solely for Your personal, non-commercial use. You may not copy, reproduce, republish, upload, post, transmit or distribute such material in any way, including by email or other electronic means and whether directly or indirectly and You must not assist any other person to do so. Without the prior written consent of the owner(s) of such materials, modification of the materials, use of the materials on any other platform or networked computer environment or use of the materials for any purpose other than personal, non-commercial use is a violation of the copyrights, trademarks and other proprietary rights, and is prohibited. Any use for which You receive any remuneration, whether in money or otherwise, is a commercial use for the purposes of this clause and You will be accountable or liable for trademark, copyright and other intellectual property rights infringement or misappropriation. 

You confirm and undertake not to display or use the names, logos, marks, labels, trademarks, copyrights or intellectual and proprietary rights of any third party on the Platform. You further agree to indemnify and hold Us, Our directors, employees, affiliates and assigns harmless from all costs, damages, loss, liability and harm including towards litigation costs and counsel fees, in respect of any third party claims that may be initiated including for infringement of intellectual property rights arising out of such display or use of the names, logos, marks, labels, trademarks, copyright by You or through Your acts or omissions.

REFUND POLICY 

We may, in certain exceptional circumstances and at our sole and absolute discretion, refund the amount to You after deducting applicable charges and taxes, if any. Such exceptional circumstances are provided hereinbelow:

In the event of any cancellation of appointments/meetings by a Service Professional or rescheduling of meetings by a Service Professional to a time not suitable for You, then any amount paid for the booking of such appointment/meeting shall be refunded to You. For clarity, UNITEDWECARE shall not be liable to refund any amounts in the event of any unsatisfactory services from a Service Professional. 

In the event of any excess payment towards the Services has been made by You due to any technical glitch on the Platform or payment gateway.

Subject to clause 11.1 above, all monies payable to UNITEDWECARE by You(s) on consummated transactions, i.e., exchange of Services for consideration, are final and non-refundable. UNITEDWECARE will not be liable to process the refund of any paid amount in the event of any unsatisfactory services obtained from Service Professional(s).

RELEASE AND LIMITATIONS OF LIABILITY

You agree that Your access to the Platform is voluntary and at Your own risk. We shall under no circumstances be held responsible or liable on account of any loss or damage sustained (including but not limited to any accident, bodily injury, death, loss of property) by You or any other person or entity during the course of access to and/or use of the Platform, including claims based on malpractice.

You agree that any claim arising out of Your relationship with Service Professional(s) shall be brought solely against such Service Professional, and neither UNITEDWECARE nor any of its licensors or affiliates shall be named as a party or otherwise included in any such claim.

By accessing the Platform, You hereby release from and agree to indemnify Us, and/or any of Our directors, employees, partners, associates and licensors, against all liability, cost, loss or expense arising out of Your access to the Platform including but not limited to bodily injury and damage to property, whether direct, indirect, consequential, or foreseeable, caused due to any negligent act or omission on their part, or otherwise.

You shall be solely responsible for any consequence which may arise due to Your access and use of the Platform, including conducting an illegal/fraudulent act or non-conformity with these Terms of Use and other rules and regulations in relation to the Platform, including provision of incorrect address or other personal details. Users also undertake to indemnify Us and Our respective officers, directors, employees and agents on the happening of such an event (including without limitation, cost of attorney, etc.) on full indemnity basis for any loss/damage suffered by Us on account of such act on the part of You.

IN NO EVENT SHALL EITHER UNITEDWECARE, ITS DIRECTORS, OFFICERS, AFFILIATES OR PERSONNEL OR ANY SERVICE PROFESSIONAL BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR LOSS OF PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT INCLUDING NEGLIGENCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNITEDWECARE, ITS DIRECTORS, OFFICERS, AFFILIATES OR PERSONNEL SHALL NOT BE LIABLE FOR DAMAGES FOR BREACH OF THESE TERMS OF USE OR ARISING FROM THE USE OR OPERATION OF THE PLATFORMS OR THE SERVICES PROVIDED BY THE PLATFORMS FOR ANY AMOUNT THAT IS GREATER THAN $1,000.00 CAD.

GOVERNING LAW AND DISPUTE RESOLUTION

These terms shall be governed by and constructed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. You hereby expressly and irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters arising out of or in connection with these Terms of Use, and You agree not to bring any legal proceeding against UNITED WE CARE except in the courts of the Province of Ontario. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. 

TAXES

You shall be responsible for payment of all fees/costs/charges associated with availing of Services from Us and You agree to bear any and all applicable taxes including but not limited to GST/HST, duties, cess etc.

NO WAIVER

Any failure or delay by a party to enforce or exercise any provision of these Terms of Use, or any related right, shall not constitute a waiver by such party of that provision or right. To clarify, if You breache any of these conditions and We do not initiate any action against the same, We will still be entitled to use our rights and remedies in any other situation where You breach these conditions. Any waiver by a party shall only be made in writing and executed by a duly authorized officer of such party.

MISCELLANEOUS

We may be required under applicable law, to notify Users of certain events. You hereby acknowledge and consent that such notices will be effective upon Our posting them on the Platform or delivering them to You through the email address provided by You at the time of registration. You may update Your email address by logging into Your account on the Platform. If You do not provide Us with accurate information, We shall not be held liable for failure to notify You.

We shall not be liable for any delay or failure to perform resulting from causes beyond Our reasonable control, including but not limited to any failure to perform due to unforeseen circumstances or cause beyond Our control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labour or materials. 

You agree that regardless of any applicable statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms of Use must be filed within 15 (fifteen) days of such claim or cause of action arising or be forever barred from making the claim.

If any part of these Terms of Use is determined to be invalid, or otherwise unenforceable, the rest of these Terms of Use shall continue in full force.

We reserve the right to moderate, restrict or ban the use of the Platform, specifically to any User, or generally, in accordance with Our policy/policies amended from time to time, at Our sole and absolute discretion and without any notice.

We may, at Our sole and absolute discretion, permanently close or temporarily suspend any services provided on the Platform.

DISCLAIMERS

Unless otherwise explicitly specified, We are not affiliated in any way to and claim no association, in any capacity whatsoever, with any organization, association, institution, business, trust, authority, governing bodies and leagues, whether local or national or international.

WE ARE NO WAY, DIRECTLY OR INDIRECTLY RESPONSIBLE FOR THE ADVICE AND ASSISTANCE PROVIDED BY THE SERVICE PROFESSIONALS. WE ARE AN INDEPENDENT THIRD PARTY ENABLER WHO HAVE BUILT AND PROVIDED YOU WITH A PLATFORM WHERE USERS CAN COMMUNICATE WITH, AND IF NEED BE, MEET THE SERVICE PROFESSIONALS. WE DO NOT HAVE ANY CONTROL OVER THE SERVICES PROVIDED BY THE SERVICE PROFESSIONALS, AND THUS, CANNOT BE HELD RESPONSIBLE IN CASE OF ANY ISSUES/DISCREPANCIES WITH THE SERVICES PROVIDED BY THE SERVICE PROFESSIONALS. 

The Platform may have multiple Service Professionals for the same practice area and there might be instances wherein a same/similar query has been answered in different ways by the Service Professional(s). We assume no liability in connection with different opinions and answers of the Service Professional(s) and encourage You to obtain a separate independent opinion oralternately decide Yourself which opinion to accept.

To the extent permitted by applicable law, We shall not be responsible or liable for any harm resulting from downloading or accessing any information or material via the Platform. We disclaim any responsibility for any technical glitches on the servers or the technology that underlies Our Platforms, failures by Service Professionals (including telecommunications, hosting, and power providers), computer viruses, natural disasters or other destruction or damage to Our facilities, acts of nature, acts of God, war, civil disturbance, or any other cause beyond Our reasonable control, which affect the functioning of the Platform(s). 

Any material accessed, downloaded or otherwise obtained through Us and/or the Platform shall be used or accessed at Your sole discretion and risk. You will be solely responsible for any potential damage to Your computer system/mobile or loss of data that results from a Your download of any such material.

We shall make commercially reasonable efforts to ensure that the Platform and the user experience through it is error-free and secure, however, neither We nor any of Our partners, Service Professional(s) or associates make any warranty that:

The Platforms will meet Users’ requirements;

The Platforms will be uninterrupted, timely, secure, or error free;

The listings on the Platform will be accurate or reliable; and

The quality of Services, information, or other material that Users avail or obtain through the Platform will meet Users’ expectations.

UNITED WE CARE MAKES NO REPRESENTATIONS OR WARRANTIES RELATED TO THESE TERMS OF USE, THE PLATFORMS (INCLUDING THE CONTENT OF THE PLATFORMS), OR THE SERVICES INCLUDING ANY WARRANTIES OR CONDITIONS OF FITNESS FOR PURPOSE OR MERCHANTABILITY OR THOSE ARISING BY STATUTE.

No representation or warranty is made that the quality of the professional services to be performed is greater than the quality of professional services performed by other service professionals. We urge all a Users to make their own independent investigation and evaluation of any Service Professional being considered.

CONTACT AND COMPLAINT

In the event that You have any questions, feedback, comments, complaints and requests regarding these Terms of Use, You may address the same to the designated grievance officer in respect of the Platform. Any complaints or concerns with regards to any content on the Platform or any breach of the Privacy Policy or Terms of Use or any other policy can be directed to the designated officer in writing and the details are as follows:

United We Care Corporation, PO Box 2881

Station B

Richmond Hill, Ontario

L4E 1A8

A complaint or concern may also be raised through an email to: contactus.canada@unitedwecare.com

You agree that you have read, understood and agree to our Terms of Use.

UNITED WE CARE CORPORATION, a corporation duly incorporated under the Canada Business Corporations Act (“UNITEDWECARE”) currently, and having its registered address at P.O. Box 2881, Station B, Richmond Hill, ON  L4E 1A8 Canada.  It operates the website, http://www.UNITEDWECARE.com (the “Website”) and the UNITEDWECARE mobile application (“Application”) (collectively referred to as the “Platforms) to you (the “Service Provider”) subject to the following terms and conditions. By visiting or accessing the Platforms, Service Provider accepts these terms and conditions of use. Please read them carefully.

This Service Provider Agreement (the “Agreement”) constitutes an electronic contract within the meaning of the Electronic Commerce Act, 2000, S.O. 2000, c. 17(as may be amended, modified, re-enacted, consolidated or replaced from time to time) and rules thereunder. By impliedly or expressly accepting the terms of this Agreement, Service Provider also accepts and agrees that Service Provider has read, understood and is bound by this Service Provider Agreement, regardless of how Service Provider or anyone on Service Provider’s behalf has installed, accessed or used the Platforms. If Service Provider does not want to be bound by this Service Provider Agreement, Service Provider must not retain, access or use the Platforms in any manner whatsoever. Anything done, caused to be done, whether expressly or impliedly in contravention of this Service Provider Agreement may render Service Provider liable for legal action.

BY INSTALLING, SIGNING UP, ACCESSING, BROWSING OR OTHERWISE USING THE PLATFORM AND BY SCROLLING TO THE BOTTOM OF THIS AGREEMENT AND CLICKING THE “I ACCEPT” BUTTON, THE SERVICE PROVIDER HEREBY (1) AGREES TO BE BOUND BY THIS AGREEMENT (INCLUDING ITS TERMS OF USE AND PRIVACY STATEMENT) AND, (2) REPRESENTS THAT IT/HE/SHE HAS READ AND UNDERSTANDS THIS AGREEMENT. AS A CONDITION PRECEDENT TO SERVICE PROVIDER PARTICIPATING AS A SERVICE PROVIDER OF UNITEDWECARE SERVICE PROVIDER MUST AGREE TO AND ACCEPT THIS AGREEMENT. PLEASE READ THE TERMS OF USE CAREFULLY BEFORE PROCEEDING. 

SECTION 1: Scope and Process.

Scope

The Platforms are designed to redress certain issues faced by people during times of distress as well as in their daily life through the medium of professional help provided by trained and competent professionals. The Platform provides a means of bridging the gap between those requiring help and those providing it.  It is a one stop shop for:  grievance sharing with professional yet empathetic clinicians to assist with emotional stress and mental trauma, healing through life coaching, physical mistreatment relief through medical and legal professionals for separation/divorce procedures, legal help and guidance for financial stability and career guidance. The Platform is intended to not only support but also achieve resolution of issues using qualified experts in its network. 

A Service Provider intending to be associated to the UNITEDWECARE network is expected to work for the cause of mental health support and wellbeing, on free calls and/or for nominal fees, in a sensitive and empathetic manner, at an agreed upon time, and assess and resolve issues on a case-by-case basis in an altruistic manner.

UNITEDWECARE’s objective is to connect Service Providers with customers as aggregators and facilitate payments for Service Providers.

Process

 The first call is made to the Service Provider through the Application. This is to assess the issue. A call to the Service Provider will assist in providing clarity and direction.  Once the issues are identified she will have access to all the Service Providers on this Application and will be able to schedule an appointment with a Service Provider in order to receive Services. All this is done on PHIPA compliant platform, ensuring confidentiality and in accordance to the Code of Conduct required of professionals. 

 SECTION 2: Definitions 

“Confidential Information” means all confidential information (including confidential, proprietary, trade secret, or valuable know-how or information or data of a party or any of its affiliates which is disclosed by or at the direction of the party disclosing the information (the “Disclosing Party”) to the receiving party (the “Receiving Party”)or accessed by the Receiving Party as a result of or in the performance of its obligations under this Agreement and includes but is not limited to all proprietary and confidential information of UNITEDWECARE and its subsidiaries, affiliates, or licensees, including without limitation all information, in any form, tangible or softcopy, including without limitation applications, charts, data, documents, forms, instruments, papers or statements, code, trade secrets, customer/client/User lists, and Personal Data. Confidential Information shall also include the Platform, the Users of UNITEDWECARE or the customers of any of its subsidiaries, affiliates, or licensees, the accounts, account numbers, names, addresses or any other personal identifier or Personal Data of such Users;

The following types of information, however marked, are not Confidential Information; information that: 

1. is, or becomes, publicly available without a breach of this Agreement;
2. was lawfully known to the receiving party without an obligation to keep it confidential;
3. is received from another source who can disclose it lawfully and without an obligation to keep it confidential;
4. is independently developed; or
5. is a comment or suggestion one party volunteers about the others associated with UNITEDWECARE program to share the program benefits.

“Extranet” means the online system which can be accessed through the website (after identification of the username and the password) www.UNITEDWECARE/Service Provider access, for uploading, changes, verifying, updates and/or amendments of the Service Provider information (including rates, availability) and bookings.

“Force Majeure Event” means any of the following events: acts-of-God, volcanic eruptions, (natural) disaster, pandemics, fire, (acts of) war, hostilities or any local or national emergency, invasion, compliance with any order or request of any national, provincial, port or other public authority, government regulation or intervention, military action, civil war or terrorism, (biological, chemical or nuclear) explosion, rebellion, riots, insurrection strikes, civil disorder (or the material or substantial threat or justified apprehension of any of the foregoing events).

“Intellectual Property” means anything that is or may be protected by any Intellectual Property right such as, but not limited to, works and other subject matter such as software, documentation, and databases (whether or not original), discoveries, inventions, trade-marks (including trade names and service marks), domain names, industrial designs, trade secrets and confidential information, mask works and integrated circuit topographies.

“Materials” means technology including Services, Services materials, security, technical and sales and marketing information and resources, training courses and materials and other benefits offered to Service Providers during their engagement pursuant to this Agreement.

“Personal Data” means information relating to an identified or identifiable individual made available by one party, its personnel or any other individual to the other party in connection with this Agreement and any other information or data including personal information subject to Privacy Legislation.

“Privacy Legislation” includes without limitation the Privacy Policy attached in Appendix A to this Agreement (as the same may be amended or supplemented by notice in writing to Supplier from time to time), the Privacy Act R.S.C., 1985, c.P-21, the Personal Health Information Protection Act, 2004,S.O. 2004, c.3, Sched A, (“PHIPA”) and other privacy and data protection legislation applicable to UNITED WE CARE whether, Federal, Provincial, State or otherwise, and Service Provider including for avoidance of doubt the provisions of any law applicable to any websites wheresoever located, and any legislation containing provisions relating to data protection and any right of personal privacy under applicable  law and shall include any self-regulatory regime or guideline or framework for privacy and/or data protection that may be adopted or has been adopted or issued  by organizations applicable to UNITED WE CARE or Service Provider. Further, reference to Privacy Legislation herein shall include reference to any amendment made thereto from time to time;

“Service Provider” means any natural person or legal entity, who has agreed to become a Service Provider by providing data required to register as a registered Service Provider on the Platform via the Website and/or mobile Application or other electronic and social media portals including Facebook, Twitter and be bound to the terms and conditions thereof.

“Services” means all services under this Agreement, including but not limited to services made available for Users for license, for a fee, including any online services and other web-based services identified on the services list. Services also include consulting, counseling, job search and applications, and other services or advice provided through the Platforms; and any service that the Service Provider provides to UNITEDWECARE on the line reservation system of UNITEDWECARE.com through which Service Provider can make their services available for reservation, and through which Users can make reservations/bookings for such services, the facilitated payment, customer service and the communication service.

“Users” shall mean the persons accessing and obtaining services via the Platform.

SECTION 3: TERMS AND CONDITIONS 

SERVICE PROVIDERS’ OBLIGATIONS

Services 

Service Provider acknowledges and agrees that UNITEDWECARE acts solely as an enabler or facilitator between User(s) and Service Provider(s). The opinions, statements, answers (collectively “consultation”) provided by the Service Providers via the Platforms are solely individual and independent opinions and statements of such individuals/Service Providers are theirs alone, and in no way reflect the opinions of UNITEDWECARE, its affiliates or any other organizations or institutions of UNITEDWECARE to which Service Provider is affiliated and/or provides services.

The Service Provider will duly and timely inform UNITEDWECARE of all Services that will be included by them/him/her during the term of this Agreement.  However, Service Provider shall remain responsible and liable for all payment/indemnifications obligations accrued for reservations made prior to termination or delisting as Service Provider.

The Service Provider is responsible for informing UNITEDWECARE about applicable taxes, fees, charges and levies (and any changes thereof) which will be charged to the User by UNITEDWECARE for pre-paid reservations. Unless agreed otherwise in this Agreement or permitted otherwise by applicable law, the rate shown to Users on the Platforms shall be inclusive of tax charges and all such other (national, governmental, provincial, state, municipal or local) taxes, fees, charges or levies and the Commission charged by UNITEDWECARE on the Platform.

The Service Provider agrees to make available a minimum number of appointments in a week totalling at least 6(six) hours of service for reservation via the Website (the “Minimum Allocation“), which shall be duly disclosed to UNITEDWECARE upon his/her registration on the Platform 

The Service Provider (applicable to Social Workers and Psychotherapists) agrees to provide at least a minimum of 12 (twelve) hours of Services per year on pro bono basis/without consideration. 

By participating in any aspect of the Platform, the Service Provider acknowledges that rules of professional conduct shall apply to all aspects of the Service Provider ’s participation and that the Service Provider will abide by such rules. The rules include, but are not limited to, the rules relating to advertising, solicitation of clients, unauthorized practice of the Service Provider’s respective profession, and misrepresentations of facts. UNITEDWECARE disclaims all responsibility for the Service Provider ’s compliance with these rules. 

The UNITEDWECARE Platforms reserve the right to change the terms of service and privacy policy at any given time without prior notice by publishing such changes to its Platform. If a Service Provider violates any of such terms of service and/or privacy policy in connection with his/her Services or use of this Platforms, UNITEDWECARE, in its sole discretion, may take any of the following actions: (a) Cancel the registration; (b) limit the Service Provider’s Account privileges; (c) suspend the Service Provider Account; (d) Cause the Service Provider to forfeit any fees earned on a cancelled booking; and/or (e) lower the Service Provider’s ranking earned via the User reviews.

The Service Provider acknowledges and agrees that UNITEDWECARE does not endorse any Services offered by the Service Provider on the Platforms or any opinion, recommendation, or advice expressed therein, and UNITEDWECARE expressly disclaims any and all liability in connection with all such Services.

Information

Information provided by the Service Provider for inclusion on the Platforms shall include information relating to the Services Service Provider will provide (including pictures, years of experience, qualifications, and other relevant descriptions and availability, cancellation and no-show policies and other policies and restrictions (the “Service Provider Information“) and shall comply with formats and standards provided by UNITEDWECARE. The Service Provider Information shall not contain any telephone or fax numbers or email (including skype) address or social media website/app/platform (including Twitter and Facebook), with direct references to the Service Provider  or its websites, apps, platform, tools or other devices, or to websites, apps, platform, tools or other devices of third parties. UNITEDWECARE reserves the right to edit or exclude any Service Provider Information on becoming aware that it is incorrect or violates the terms and conditions of this Agreement. Upon successful registration on the Platforms, the Service Provider will be entitled to a virtual space (“Service Provider Account”) which shall be utilized solely to enlist the Services that offered by the Service Provider to the Users and is not to be utilized for re-sale or other non-permitted business purposes.

The Service Provider represents, warrants and covenants that the Service Provider Information shall at all times be true, correct and not misleading. The Service Provider is at all times responsible for a correct and up-to-date statement of the information relating to the Services being offered by the Service Provider including additional availability of reservation slots for certain periods or any extraordinary (material adverse) events or situations (e.g. renovation or construction at or near the facility). If the Service Provider wishes to change any information provided to UNITEDWECARE subsequent to registering on the Platforms, the same can be updated by visiting the Service Provider Account area of the Platforms provided by UNITEDWECARE. 

The information provided by the Service Provider for the Platforms shall remain the exclusive property of the Service Provider. However, the Service Provider acknowledges and agrees that information provided by the Service Provider may be edited or modified by UNITEDWECARE and subsequently be translated into other languages, and such translations shall remain the exclusive property of UNITEDWECARE. 

Service Provider agrees to give for each calendar date that Service Provider is available over 2 hours for the Services offered by the Service Provider and will use reasonable efforts to provide UNITEDWECARE with fair access to the time slots as agreed per week and rates available during the term of the Agreement. 

Agreement to share information. UNITEDWECARE will periodically request the following types of data in order to adequately assess the value of the Services: 

Username (optional) 

User information 

Agreement to provide program feedback.

Service Provider will periodically request feedback on Users experience with the Services: 

Value/quality of the Service Provider s Services.

Quality of support 

Users’ perceptions 

Impact on program’s business 

Use, Ownership, and License Rights for Service Provider Services Pre-existing Work. All rights in any Pre-existing Work including all applicable Intellectual Property rights (including trademarks) will remain the sole property of the party providing the Pre-existing Work. During the performance of the Services, each party grants to the other party (and their respective contractors as necessary) a non-exclusive, temporary, fully paid-up, license to use, reproduce and modify any of its Pre-existing Work solely to perform the Services.

Commission

For each reservation or booking made on the Platforms by a User for a Service, UNITEDWECARE will charge a set price, which shall include the Service Provider’s hourly rate, which for the avoidance of doubt, will be set by UNITEDWECARE, plus fifteen percent (15%) commission (the “Commission”) retained by UNITEDWECARE. Service Provider agrees UNITEDWECARE will charge the complete amount due (the Service Provider’s fees for the Services rendered plus the Commission) to the User, deduct and retain the Commission and pay rest of the amount via direct deposit to the Service Provider’s account. Commission will be charged on booked appointments. 

The Service Provider is solely liable and responsible to discharge the liability pertaining to payment of gateway charges, convenience fees and Harmonized and Services Tax arising from the services provided by her/ him through UNITEDWECARE. In no manner, shall UNITEDWECARE be held liable and responsible for any defaults/faults/frauds/error/omission done by or at the end of Service Provider regarding discharge of payment of gateway charges, convenience fee and Harmonized and Services Tax liabilities which pertains to Service Provider. In case any penalty, damages or any other costs will be incurred by UNITEDWECARE because of any non-compliance of Service Provider, the Service Provider shall be liable to indemnify UNITEDWECARE for the same. UNITEDWECARE reserves the right to recover such costs and expenses incurred by it for and on behalf of the Service Provider.

Payment of Commission happens on a semi-monthly basis every 1st and 16th of the month. 

The Extranet shows details of all reservations made to the Service Provider through the Platforms and the corresponding Commission. On the 1st day and 16th day of every month, an online reservation statement (the “Online Reservation Statement“) is available on the Extranet showing the reservations of all Users who consumed Services during 1st day of the month through the 15th day of the month, and from the 16th day of the month till month end. 

In the event of a cancellation or a no show, or failure to reschedule a booked appointment, by either the Service Provider or the User, the Service Provider shall inform UNITEDWECARE within 48 (forty-eight) hours of the appointment. 

Absent emergencies, Service Provider is not allowed to cancel any online reservation, but may reschedule each appointment a maximum of two times. In the event of an emergency, Service Provider shall inform UNITEDWECARE at least 2 (two) hours prior to the appointment booked by a User. If it is noted that there have been multiple cancellations by the Service Provider, then UNITEDWECARE reserves the right to terminate this Agreement with such Service Provider (s) immediately with notice.

The Service Provider is solely liable and responsible to discharge the liability                                   pertaining to payment of gateway charges, convenience fees and Harmonized and                                   Services Tax arising from the services provided by her/him through  UNITEDWECARE. In no manner, shall UNITEDWECARE be held liable and  responsible for any defaults/faults/frauds/error/omission done by or at the end of  Service Provider regarding discharge of payment of gateway charges,                   convenience fee and Harmonized and Services Tax liabilities which pertains to Service Provider. In case any penalty, damages or any other costs will be incurred  by UNITEDWECARE because of any non-compliance of Service Provider, the Service Provider shall be liable to indemnify UNITEDWECARE for the same.  UNITEDWECARE reserves the right to recover such costs and expenses incurred by it for and on behalf of the Service Provider.

Trademarks 

Limited trademark license. Service Provider’s trademarks include those trademarks, logos, symbols, and names identified in the logo guidelines (the “Service Provider Marks”) on the Platforms. Service Provider grants to UNITEDWECARE a nonexclusive, nontransferable, limited, royalty-free license to use the applicable Service Provider Marks for the term of this Agreement. Service Provider is the sole owner of the Service Provider Marks and the sole beneficiary of any goodwill related to UNITEDWECARE’s use of them. 

Advertising and publicity. UNITEDWECARE shall be entitled to use Service Providers’ name, logos, or the Service Provider Marks in advertisements or promotions for the Platforms with the prior consent of the Service Provider. Service Provider will not unreasonably withhold or delay its consent.

UNITEDWECARE will: 

Not acquire any right, title or interest in the Service Provider Marks because of its use of the Service Provider Marks.

Not register, adopt or use any name, trademark, domain name or other designation that includes any part of a Service Provider Mark, or any term that is confusingly similar to a Service Provider Mark. This includes a translation or transliteration of a Service Provider Mark. 

Use the Service Provider Marks only in connection with Materials: 

• in the form the Service Provider provides;
• for Platform advertising and promotion activities; and
• according to the terms of this Agreement.

SECTION 4:  RANKING, USER REVIEWS, MARKETING AND FACILITATED PAYMENT MODEL

Ranking

The order in which the Service Provider is listed on the Platforms (the “Ranking“), is determined automatically and unilaterally by UNITEDWECARE. Ranking is based on and influenced by various factors, including but not limited to the minimum availability stated by the Service Provider, the number of bookings, the number of visits, repeatable business  to the relevant Service Provider page on the Platform (the “Conversion“), the volume realized by the booking, the ratio of cancellations, the User review scores, the customer service history, the number and type of complaints from Users and the on-time payment record of the Service Provider. 

User reviews

Users that have used the Services of the Service Provider will be asked by UNITEDWECARE to comment on their experience and to provide a score for certain aspects of the Services used.

UNITEDWECARE reserves the right to post these comments and scores on the Platforms.

The User reviews are for the exclusive use of UNITEDWECARE and can be made available from time to time made on the Platforms as UNITEDWECARE determines in its sole discretion. UNITEDWECARE exclusively retains ownership of all rights, title and interest in and to (all Intellectual Property rights of) the User reviews and the Service Provider is (are) not entitled to (directly or indirectly) publish, market, promote, copy, scrape, (hyper-/deep)link to, integrate, obtain, utilize, combine, share or otherwise use the User reviews without prior written approval of UNITEDWECARE.

Service Provider shall not (threaten to) (a) initiate any lawsuit or legal proceedings, or (b) otherwise claim any damages from, or otherwise conduct inappropriate behaviour towards the User who has posted a negative review in good faith. 

SECTION 5: TERM, TERMINATION AND SUSPENSION

 Term. Unless agreed otherwise, this Agreement will take effect on the date Service Provider accepts this Agreement (the “Effective Date”) and shall continue for an indefinite period of time until terminated as specified in this Agreement. 

Termination for cause. Either UNITEDWECARE or the Service Provider may terminate this Agreement by giving written notice to Provider, terminate this Agreement as of the date specified in the notice of termination for:

Material breach by the other party of any term of this Agreement (e.g., breach of availability guarantee, the provision of wrong information or receipt of a significant number of User complaints, delay in transfer of payment/Commission against the Services rendered); or

Filing or submission of request for bankruptcy, insolvency or suspension of payment (or similar action or event) in respect of the other Party.

Termination for Convenience. Either UNITEDWECARE or the Service Provider may terminate this Agreement at any time, without cause, on 60 (sixty) calendar days’ prior notice. Neither Party will be responsible to the other for costs or damages resulting from such termination. Termination of this Agreement shall not however affect any liabilities incurred by the Parties prior to the effective date of such termination.

Effect of termination for Clinicians: As of the effective date of termination, Service Provider shall immediately forfeit any rights and benefits granted by this Agreement and the Platform on termination and, subject to document retention requirements of Service’s Law Society and professional liability insurers, must also return or destroy all Materials obtained by the Service Provider pursuant to this Agreement, upon termination. 

Effect of termination for Legal Counsel: As of the effective date of termination, Service Provider shall immediately forfeit any rights and benefits granted by this Agreement and the Platform on termination and, subject to document retention requirements of Service Provider’s Law Society and professional liability insurers, must also return or destroy all Materials obtained by the Service Provider pursuant to this Agreement, upon termination. 

5.6 Return all copies of documents and Materials containing customer/User information that Service Provider received because of this Agreement and will also return the Materials and property in its possession or under its control. 

Waiver of rights and obligations. Each party waives any legal right or obligation it has to seek judicial intervention to terminate this Agreement to the extent necessary. 

SECTION 6: CONFIDENTIAL INFORMATION

 Service Provider  shall maintain in confidence, in accordance with the standards of care and diligence, any and all Confidential Information received by it from UNITEDWECARE or from any User(s) that have obtained his/her Services in connection with or in the course of performance of this Agreement and shall ensure that its employees and representatives do not disclose to any person any Confidential Information.

Protection of Confidential Information. Receiving Party agrees that it shall not:

Use Disclosing Party’s Confidential Information for any purpose other than for the purpose of performing its obligations and exercising its rights under this Agreement or as otherwise permitted under this Agreement, or

Copy or otherwise reproduce Disclosing Party’s Confidential Information, or disclose, disseminate or otherwise communicate in whole or in part, Disclosing Party’s Confidential Information to any third party except as is otherwise permitted under this Agreement, provided, however, that: 

Any disclosure of Disclosing Party’s Confidential Information may be made to the officers, directors and employees of the Receiving Party, who need to know same, 

Any disclosure of Service Provider Confidential Information may be made to UNITEDWECARE contractors who need to know such Confidential Information in connection with providing services or deliverables to UNITEDWECARE, and

Any disclosure of Disclosing Party’s Confidential Information may otherwise be made to such persons to whom the Disclosing Party gives its prior consent in writing.

Undertakings from Persons.  Each person to whom Disclosing Party’s Confidential Information is disclosed in accordance with subsection 6.2.2 shall:

Be informed by the Receiving Party of the confidential nature of Disclosing Party’s Confidential Information, and

Undertake to treat Disclosing Party’s Confidential Information in accordance with the provisions of this section 6.

Safeguarding of Confidential Information.  Receiving Party agrees that it shall safeguard the Confidential Information of the Disclosing Party from access or disclosure to anyone other than as permitted hereby and, without limiting the foregoing, will at a minimum, use efforts that are appropriate and reasonable given the sensitivity of the Confidential Information and those measures that are also at least commensurate with those that Receiving Party employs for protecting the confidentiality of corresponding information of its own that it does not desire to disclose or disseminate, but in no event less than reasonable care.

Mandatory Disclosure.  In the event that the Receiving Party becomes legally compelled to disclose any of the Disclosing Party’s Confidential Information, it shall provide Disclosing Party with prompt prior written notice of such requirements so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement, which waiver may not be unreasonably withheld. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party agrees to furnish only that portion of the Confidential Information that is legally required. 

Data Privacy.

General. In addition to the parties’ other obligations under this Agreement, where one party makes Personal Data available to the other, each of the parties is responsible for complying with any obligations applying respectively to each of the parties under applicable Canadian or foreign Privacy Legislation, and neither party will request Personal Data beyond what is necessary to fulfill the purpose(s) for which it is requested.  The purpose(s) for requesting Personal Data shall be reasonable. 

Use.  Each of the Parties agrees that Personal Data will only be used, accessed, managed, transferred, disclosed to third parties or otherwise processed to fulfill the purpose(s) for which it was made available.

Access Requests. Service Provider will immediately notify UNITEDWECARE if any governmental authority having jurisdiction or other third party notifies Service Provider of its intention to access any UNITEDWECARE data or if any individual makes any request relating to Service Provider’s handling of any Personal Data on behalf of UNITEDWECARE.  Each of the Parties agrees to reasonably cooperate with the other in connection with access requests for Personal Data.  Each of the Parties agrees to reimburse the other for any reasonable charges incurred in providing each other assistance. 

Retention. Each of the parties will promptly return to the other or destroy all Personal Data that is no longer necessary to fulfill the purpose(s) for which it was made available, unless otherwise instructed by the other party, its personnel or any other individual or required by applicable law.

Service Provider shall maintain such confidentiality of the UNITEDWECARE Confidential Information for a period of 3 (three) years after initial disclosure. Personal Data shall remain confidential indefinitely and such confidentiality shall survive termination of this Agreement. 

Service Provider shall return the UNITEDWECARE Confidential Information to UNITEDWECARE or destroy it at the request of UNITEDWECARE when it is no longer needed to perform under this Agreement, or upon termination of this Agreement. For the avoidance of doubt, any notes, notations or impressions created by Service Provider shall be Service Provider Confidential Information and shall be retained and/or disposed in accordance with the rules, regulations and practice guidelines of Service Provider’s respective college or licensing body/organization.

SECTION 7: REPRSENTATIONS AND WARRANTIES

 Service Provider represents, warrants and covenants to UNITEDWECARE that:

Service Provider has at the present time and will at all times during the term of this Agreement have good and sufficient power, authority and right to enter into this Agreement and to deliver the Services to UNITEDWECARE.

Neither the entering into nor the delivery of this Agreement, nor the carrying out of the obligations of Service Provider hereunder, nor the performance of the Services to UNITEDWECARE will (i) result in a violation of any agreement, license or other instrument or duty to which Service Provider is a party or is bound, or (ii) result in a violation of any applicable law; and

This Agreement constitutes a valid, binding and legally enforceable obligation of Service Provider in accordance with its terms.

Service Provider has at the present time and will at all times during the term of this Agreement all required licenses, certifications, qualifications and designations required by his/her governing professional organization and is a member in good standing of such professional organization, and is not subject to any disciplinary measures or warnings from such professional organization and will perform the Services and carry out all his/her duties and obligations to Users and hereunder diligently, in good faith and in a reasonable and prudent manner, and is a qualified and experienced professional and the Services provided to Users shall be appropriate and in accordance with the highest professional standards. 

Service Provider will conduct his/her business in relation to the Services in a professional manner that will reflect favourably on the good name and reputation of UNITEDWECARE;

Service Provider will comply with all applicable laws in his/her dealings with UNITEDWECARE and in performing his/her obligations under this Agreement and will refrain from engaging in any unfair, or deceptive trade practice, or unethical business practice whatsoever, or any other practice that could unfavourably reflect upon UNITEDWECARE;

SECTION 8: INDEMNIFICATION 

Service Provider will defend, indemnify and hold UNITEDWECARE and its officers, directors, employees, contractors, affiliates and agents harmless from any and all claims, suits, demands, costs, liabilities, expenses and damages (including reasonable legal costs and fees) related to its or its agents’ acts or omissions under this Agreement, and  for all claims arising from the Services rendered or relating to or arising from or in connection with: 

Bodily injury or death of any person or damage to real and/or tangible personal property caused by the misconduct, breach of this Agreement or negligence of Service Provider.

Resulting from a breach of any obligation, warranty, representation, covenant or any other provision of this Agreement.

SECTION 9: INTELLECTUAL PROPERTY

Service Provider shall not have any right, title or interest in any of the Intellectual Property of UNITEDWECARE except as expressly authorized in writing or except for the right to use it for purposes of this Agreement during the term of this Agreement. 

Use of the Platforms is, and at all times, governed by and subject to the copyright, trademark, patent, and trade secret laws regarding ownership and use of Intellectual Property. The Service Provider shall be solely responsible for any violations of any laws and for any infringements of any Intellectual Property rights caused by the use of the Platform through the Service Provider’s device.

All Service Provider Marks, trademarks, brands and service marks of the Platforms are the sole property of UNITEDWECARE, including all copyrights and database rights in relation to the Platform.

The Platforms and any underlying technology or software used in connection with the Platforms may contain rights of UNITEDWECARE or its affiliates or any third-party connected thereto. For use of any third-party’s Intellectual Property, the Service Provider may need to get permission directly from such third-party owner of that Intellectual Property.

Any Intellectual Property that is not specifically identified as being owned by UNITEDWECARE is owned by their respective owners and the owners have a right to take appropriate actions against the Service Provider for any violation, infringement, misappropriation or passing off.

The Service Provider further confirms and undertakes not to display or use the names, logos, marks, labels, trademarks, copyrights or intellectual and proprietary rights of any third party on the Platform. The Service Provider further agrees to indemnify and hold UNITEDWECARE, its directors, employees, affiliates and assigns harmless against all costs, damages, loss and harm including towards litigation costs and counsel fees, in respect of any third party claims that may be initiated including for infringement of Intellectual Property rights arising out of such display or use of the names, logos, marks, labels, trademarks, copyrights or intellectual and proprietary rights on the Platform, by Service Provider or through the Service Provider ’s acts or omissions.

Service Provider will not provide, engage or participate in the unauthorized manufacture, duplication, delivery, transfer or use of counterfeit, pirated, unlicensed or illegal Services or other Materials. Service Provider will not otherwise infringe any of UNITEDWECARE’s Intellectual Property rights. Service Provider must reasonably cooperate in the investigation of counterfeit, pirated, unlicensed or illegal Services.

The provisions of this clause 8 shall survive the termination of this Agreement.

SECTION 10: NON-SOLICITATION

Service Provider agrees that, during the term of this Agreement and for 3 (three) years thereafter, either Service Provider or any of its affiliates, successors in interest, related entities or assigns shall not, at any time (i) request any person whom he/she/it knows to be a client/User of UNITEDWECARE to curtail or cancel its business or (ii) otherwise solicit, divert or attempt to solicit or divert any such clients or Users from patronizing its business; or (iii) attempt to induce or induce any client or User to terminate its relationship with UNITEDWECARE. 

SECTION 11: NON-COMPETE

Service Provider represents and warrants that the execution and performance of this Agreement by him/her does not and will not violate any other contract or obligation to which they are a party including terms relating to covenants not to compete and confidentiality covenants. The Service Provider acknowledges and agrees that he/she shall not divulge to any person, corporation or use any Confidential Information or methods used in connection with the operations of UNITEDWECARE or use any such information or methods to develop a competing online clinical services delivery model similar to or competitive with UNITEDWECARE. Further, Service Provider shall not have any separate business dealings with anyone, including an online clinical services competitor of UNITEDWECARE, that may create a conflict of interest, rights and interests of UNITEDWECARE under this Agreement. 

SECTION 12: FORCE MAJEURE 

Neither party shall be held responsible or liable for any delay or failure in performance by it of its obligations hereunder, if such delay or failure is due to act of God namely declared war, hurricane, flood, cyclone, terrorism, or any order of any governmental or statutory authority. 

SECTION 13: ARBITRATION 

Any claim, dispute or difference arising out of or in connection with this Agreement or its validity, interpretation, implementation or alleged breach of any of the provisions hereof or any contracts, dealings or transactions pursuant hereto or any rights, obligations, terms or conditions contained in this Agreement or the interpretation or construction of this Agreement or anything done or omitted to be done pursuant to this Agreement, shall as far as possible, be resolved by mutual consultation. If the parties fail to reach an agreement by mutual consultation within thirty (30) days after a request for mutual consultation or such longer period as the Parties may agree in writing, then in that event the claim, dispute or difference may be referred to arbitration by either Party, to a sole arbitrator appointed by mutual consent. The arbitration proceedings shall be conducted at Toronto, Ontario under the Arbitration Act (Ontario). Judgement upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement, as the law of such jurisdiction may require or allow. 

SECTION 14: MISCELLANEOUS 

Relationship of parties. The parties are independent contractors. This Agreement does not create an employer-employee relationship, joint venture, or agency relationship and does not create a franchise. Neither party or any of its representatives may make any representation, warranty or promise on the other’s behalf; neither party limits or excludes liability for fraudulent misrepresentations. 

Notices. Notices may be provided either by electronic or physical mail. The contact person(s) identified in the Service Provider Account will receive notices at the address provided by the concerned party. Each party may change the persons to whom notices will be sent by giving notice to the other. 

Governing law.  The terms of this Agreement shall be governed by and constructed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Service Provider hereby expressly and irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters arising out of or in connection with this Agreement, and Service Provider agrees not to bring any legal proceeding against UNITEDWECARE except in the courts of the Province of Ontario The Parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. 

Assignment. UNITEDWECARE may assign this Agreement to an affiliate. Any assignment by a Service Provider of its obligations contemplated under this Agreement shall be subject to prior written approval of UNITEDWECARE. 

Waiver. A party’s delay or failure to exercise any right or remedy will not imply a waiver of that or any other right or remedy. 

Severability. If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. 

Integration and modification. (1) Entire Agreement. This Agreement forms the entire agreement between the parties regarding the intended engagement and association with UNITEDWECARE. (2) Amendment. UNITEDWECARE reserves the right to unilaterally change the terms and conditions in this Agreement.  Such changes shall be posted on the Platform and shall become effective immediately upon posting. 

Insurance. At all times during the term, Service Provider, Social Workers and Psychotherapists, shall maintain liability insurance and Legal Counsel shall maintain Errors and Omissions liability insurance, in an amount not less than five million dollars ($5,000,000) for each occurrence providing coverage for liability imposed by law arising out of an error, omission or negligent act in the rendering of Services. Such policy shall be on a claim made basis and shall provide coverage for full defence costs. The parties agree that valid professional liability coverage shall be deemed sufficient to satisfy the insurance requirement in this clause.

By signing up as a professional, you indicate that you have read and agree to this Service Provider Agreement.