Terms & Conditions
These terms and conditions (“Terms and Conditions” or “Agreement”) are binding on and apply to individuals (“you”, “your”, “User”) using the Services of Canadian Mental Health Link Inc.., its parent company, subsidiaries or its affiliates (“CMHL”, “Canadian EMDR”, “us”, “we”), from the time that Canadian Mental Health Link Inc. provides you with access to the Services. By creating an Account or using any Canadian Mental Health Link Inc. 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.
You can review the current version of the Terms and Conditions at any time at [www.canadianemdr.com/termsandconditions]. Canadian Mental Health Link Inc. 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.
1. Definitions. “Account” means the account created through the Canadian EMDR website and used by Clinician as part of and to access the Services provided by Canadian Mental Health Link Inc. "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. “Clinician(s)” means any individual(s) who has created an Account. "Clinician Data" means all electronic data or information (i) uploaded by the Clinician in the process of us-ing the Services, including profile information and messages to other Clinicians or Users; or, (ii) created as a result of additional inputs by the Clinician in the process of using the Services. "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. “Personal Data” means any information relating to an identified or identifiable natural person; an identifia-ble natural person is one who can be identified, directly or indirectly, in particular by reference to an identifi-er such as a name, an identification number, location data, an online identifier or to one or more factors spe-cific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural per-son. For greater certainty, Personal Data does not include information that is anonymized or aggregated. “Register” or “Registration” means the point at which the Clinician creates an Account through the Canadi-an EMDR website. “Site” means the Canadian EMDR website found at www.canadianemdr.com. “Support Services" means the support or maintenance services provided or to be provided by Canadian Mental Health Link Inc. or a third-party service provider engaged by Canadian Mental Health Link Inc. to the Clinician or User. “Term” means the period from the time Clinician registers with the Canadian EMDR website until the time Clinician deletes their account and ceases to use the Services. "User(s)" means any individual(s) who browse the directory or general Site by visiting the Site. “Canadian Mental Health Link Inc. / CMHL” means Canadian Mental Health Link Inc., 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.
2. Eligibility. You must have completed appropriate mental health training in accordance with your provincial guidelines in order to create a Clinician Account for the Canadian EMDR website and to use the Services. By creating a Clinician Ac-count, you represent and warrant that: •You can form a binding contract with CMHL; •You are not a person who is barred from using the Services under the laws of Canada or any other applicable jurisdiction; •You will comply with these Terms and Conditions and all applicable local, provincial, national and interna-tional laws, rules and regulations; and, •You have never been convicted of or pled no contest to an indictable, hybrid, or summary offence, or any other municipal, provincial or federal offence. Persons under the age of majority in their jurisdiction (“minor”) are not authorized to use the Canadian EMDR website.
3. Service. 3.1 Trial. If a Trial is made available to Clinician and Clinician wishes to participate in a Trial, Canadian EMDR agrees to make available the Services to Clinician for the Trial Term and grants Clinician the right to test, access and use the Services and to report to Canadian EMDR the usefulness and functionality of the Services (the “Trial”). On or before the expiry of the Trial Term, Clinician shall agree to either (i) close their Account, with no further ob-ligations (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 Clinician par-ticipates in a Trial period or offer. For greater certainty, if Clinician does not participate in a Trial period or offer, this Section 3.1 is void and of no legal effect. 3.2Description of Service. Canadian EMDR provides an online listing service that allows Clinician(s) to up-load professional profile information onto a public website. Any new features or tools which are added to the cur-rent Services shall also be subject to these Terms and Conditions. 3.3Provision of Service. Canadian EMDR shall make the Service available to Clinician during the Trial Term and/or Term, as applicable. Clinician may access the Canadian EMDR Service through their Canadian EMDR Ac-count. Clinician may also subscribe for additional services, functionality, or features within their Canadian EMDR Account for additional fees availability through their Account (see Section 6.5). Clinician agrees that its Registra-tion for the Service is neither contingent upon the delivery of any future functionality or features nor dependent up-on any oral or written public comments made by Canadian EMDR with respect to future functionality or features. 3.4Beta Services. From time to time, Canadian EMDR may offer test versions of a new Service, functionality, or feature of an existing Service (“Beta Service”) for evaluation by you and our Clinicians. If you use a Beta Ser-vice, 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 Ser-vice 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) Canadian EMDR 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 com-mercial version of the Beta Service may be substantially different from the Beta Service and may not be compatible with certain software or systems; (e) Canadian EMDR is not obligated to provide you with Clinician 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.
4. Account. 4.1Clinician Account. To access and use the Services, Clinician must Register for an account through the Ca-nadian EMDR website (“Account”) by providing your email address, password, and any other information required by Canadian EMDR. Canadian EMDR may, in its sole and absolute discretion, reject an application for an Ac-count for any reason, and Canadian EMDR reserves the right to refuse service to anyone for any reason at any time. Upon Registration, Clinician will be granted access to the Services (“Clinician Login”). 4.2Account and Password Security. You acknowledge and agree that you are responsible for keeping secure your Clinician Login that you receive in connection with your Canadian EMDR Account. Canadian EMDR will not be liable for any loss, damage, or claims, whether instigate by you or otherwise, directly or indirectly resulting from your failure to maintain the security of your Clinician Login or Clinician Account. 4.3Communication. You acknowledge that Canadian EMDR may use the Personal Data you provide to CMHL at the time of Registration or as updated by you from time to time to communicate with you on matters related to the Canadian EMDR website.
5. Use of the Service. 5.1Canadian Mental Health Link Responsibilities. CMHL shall: (i) maintain the integrity of the Service; (ii) provide certain Support Services to Clinician, 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 “Ex-ception”): (a) planned downtime (of which Canadian EMDR shall give at least 8 hours’ notice via the Service and which Canadian EMDR 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 CMHL 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 CMHL employ-ees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hard-ware, software or power systems not within CMHL possession or reasonable control, and denial of service attacks. 5.2Clinician Responsibilities. Clinician is responsible for all activities that occur in Clinician Account and for Clinicians compliance with these Terms and Conditions. Clinician shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Clinician Data; (ii) use the Service in compliance with the Clinician Guidelines described in Section 5.3; (iii) use reasonable efforts to prevent unauthor-ized access to, or use of, the Service, and notify Canadian EMDR promptly of any such unauthorized access or use, including any such improper or unauthorized use by Clinician; and (iv) comply with all Applicable Laws in using the Service. 5.3Clinician Guidelines. Clinician shall use the Service solely for his/her/their professional 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): (i)license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise com-mercially exploit or make the Service available to any third party, or as otherwise contemplated by these Terms and Conditions; (ii)send spam or otherwise duplicative or unsolicited messages in violation of Applicable Laws; (iii)post, upload, or transmit any content or data that is threatening, defamatory, abusive, harassing, de-grading, intimidating, fraudulent, false, misleading, deceptive, invasive, racist, or contains any type of offensively suggestive, inappropriate, or explicit language or confidential, non-public information about any third party or anything that may violate third party intellectual property or privacy rights; (iv)send or store Malicious Code (whether intentional or inadvertent); (v)interfere with or disrupt the integrity or performance of the Service or the data contained therein; (vi)attempt to gain unauthorized access to the Service or its related systems or networks; (vii)post, upload, or transmit any content or data that is threatening, vulgar, offensive, or pornographic; promotes or threatens violence or actions that are threatening to any person or entity; or contains nudi-ty or graphic or gratuitous violence; (viii)post, upload, or transmit any content that promotes discrimination, bigotry, racism, hatred, harass-ment or harm against any individual or group; (ix)use the Service or any content contained in the Service for any commercial purposes without our writ-ten consent; (x)copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through the Service; (xi)express or imply that any statements you make are endorsed by Canadian EMDR; (xii)use any robot, bot, spider, crawler, scraper, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents; (xiii)forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Service; (xiv)except as provided under these Terms and Conditions, “frame” or “mirror” any part of the Service without CMHL’s prior written authorization; (xv)use meta tags or code or other devices containing any reference to Canadian EMDR or the Service (or any trademark, trade name, service mark, logo or slogan of Canadian EMDR) to direct any person to any other website for any purpose; (xvi)use or develop any third-party applications that interact with the Service or other Clinicians’ content or information; (xvii)probe, scan or test the vulnerability of our Service or any system or network; or (xviii)encourage or promote any activity that violates this Agreement. 5.4Safety. You agree that Canadian EMDR is not responsible for the conduct of any Clinician or User using the Canadian EMDR website or Services. You agree to use caution in all interactions with other Clinicians and Us-ers in accordance with Section 4.3 above, particularly if you decide to communicate off the Service, Site, or meet in person. You are responsible for all activity and content uploaded by you or your Clinicians through the Canadian EMDR website and Services, including without limitation, photographs, images, videos, graphics, written content, code, information, and other data uploaded, collected, generated, stored, displayed, distributed, transmitted or ex-hibited in connection with your Account. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER CLINICIANS AND/OR USERS. YOU UNDERSTAND THAT CANADIAN MENTAL HEALTH LINK INC. DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS CLINICIANS OR USERS OR OTHERWISE INQUIRE INTO THE BACKGROUND OF ITS CLINICIANS OR USERS. CANADIAN MENTAL HEALTH LINK INC. MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF CLINICIANS OR US-ERS. CANADIAN MENTAL HEALTH LINK INC. RESERVES THE RIGHT TO CONDUCT, AND YOU AGREE THAT CANADIAN MENTAL HEALTH LINK INC. MAY CONDUCT, ANY CRIMINAL BACK-GROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES) AT ANY TIME USING AVAILABLE PUBLIC RECORDS. 5.5Investigation and Other Content. Canadian Mental Health Link Inc. may investigate and take any availa-ble legal action in response to illegal and/or unauthorized uses of the Service or the Canadian EMDR website, in-cluding such activities set out under Section 5.3. Such legal action or responses include, but are not limited to, terminating your Canadian EMDR Account or requiring you to take down certain content. Although Canadian EMDR reserves the right to review and remove any content that violates this Agreement, such content is the sole responsibility of the Clinician who posts it, and Canadian Mental Health Link Inc. cannot guarantee that all content will comply with this Agreement. If you see content on the Canadian EMDR website or our Services that violates this Agreement, please contact us at: email@example.com 5.6Additional Guidelines. You acknowledge and agree that Canadian EMDR may, from time to time, with 10 days notice to Clinicians, publish online (either through the Canadian EMDR website or Service, or a separate website) and require you to abide by community guidelines or rules that may restrict your conduct towards other Clinicians and/or CMHL representatives. You agree that breach thereof shall constitute a breach of these Terms and Conditions and that CMHL shall be entitled to any and all remedies hereunder.
6. Fees & Payment. 6.1Clinician Fees. Except during Trial Term (if applicable), Clinician shall pay all fees or subscriptions through the Canadian EMDR website, Canadian EMDR direct billing or other payment platforms authorized by CMHL. If you choose to purchase Canadian EMDR products or Service for purchase through your Canadian EMDR Account (“in website purchases”), 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 oth-erwise provided, all fees are quoted and payable in Canadian Dollars. 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. 6.2Suspension or Termination for Non-Payment. If payment is not provided by Clinician to Canadian Men-tal Health Link Inc. for any reason, either through the automated payment system or otherwise, Canadian Mental Health Link Inc. reserves the right to suspend or revoke access to the Services, without liability to Canadian Mental Health Link Inc., until any outstanding amounts are paid in full. Your Account will be reactivated upon payment of any outstanding amounts. If an outstanding balance remains unpaid on your Account for more than 60 days, Canadian EMDR reserves the right to terminate your Account. 6.3Taxes. Unless otherwise stated, Canadian EMDR 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"). Clinician is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on CMHL net income or property. If CMHL has the legal ob-ligation to pay or collect Taxes for which Clinician is responsible under this Section 6.3, the appropriate amount shall be invoiced to and paid by Clinician. 6.4Modification to Service and Prices. Canadian EMDR reserves the right to change or discontinue its Ser-vices, or update or change the prices upon 30 days notice to Clinician. CMHL shall not be liable to Clinician or any third party for any such modification, price change, or discontinuance. 6.5Additional Purchases. From time to time, Canadian EMDR may offer additional Clinician purchases. If you purchase an auto-recurring periodic subscription, your Payment Method will continue to be billed for the sub-scription until you cancel. After your initial subscription commitment period, and again after any subsequent sub-scription 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 Account and follow instructions to cancel your sub-scription, even if you have otherwise deleted your Account with us. Deleting your Account does not cancel your subscription; CMHL will retain all funds charged to your Payment Method until you cancel your subscription, as applicable. If you cancel your subscription, you may use your subscription until the end of your then-current sub-scription term, and your subscription will not be renewed after your then-current term expires. If you pay CMHL directly, CMHL 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, CMHL may terminate your account immediately in its sole discretion pursuant to Section 14.
7. Proprietary Rights. 7.1Reservation of Rights. 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 CMHL and all deriva-tives, modifications, or improvements of or to any of the foregoing made by or for Canadian EMDR, whether or not created or developed in connection with the Services. No rights are granted to Clinician hereunder other than as expressly set forth herein. 7.2Restrictions. Clinician or 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 engi-neer, 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. 7.3Clinician Data. As between CMHL and Clinician, Clinician exclusively owns all rights, title and interest in and to all Clinician Data. Clinician Data is deemed Confidential Information under these Terms and Condi-tions. You acknowledge that you upload sensitive information at your own risk and that CMHL shall not be liable for any loss, vulnerability, or damages resulting from the upload of such sensitive information by you for any rea-son. 7.4 Usage Data. CMHL may collect certain data and information regarding Clinician’s use of the Services, in-cluding, but not limited to, data involving functions within the Services most used by Clinician or other items (“Usage Data”). CMHL 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 Pur-pose”). Notwithstanding any term in these Terms and Conditions to the contrary, Clinician hereby consents to the use of such Usage Data for the Usage Data Purpose, and Clinician irrevocably assigns all rights, title and ownership of the Usage Data to CMHL, and Clinician hereby waives any applicable non-assignable rights to such Usage Data to the extent Clinician is legally permitted to do so. CMHL represents and warrants that it shall not use the Usage Data for any other purpose other than the Usage Data Purpose. 7.5 Suggestions. Canadian EMDR 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 Clinician or User relating to the operation of the Service.
8. Privacy Rights. 8.1Privacy Obligations. Notwithstanding any provisions, representations and warranties to the contrary, CMHL and Clinician 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 Clinician 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. Canadian EMDR and Clinician agree to strictly abide by all such restrictions per-taining to the Personal Data, as they are promulgated and applied, currently and in the future. Furthermore, Canadi-an EMDR shall in good faith execute any and all agreements that Clinician is required to have Canadian EMDR execute in order that Clinician may comply with any Privacy Laws. If Canadian EMDR or Clinician’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.
9. Confidentiality. 9.1Definition of Confidential Information. As used herein, "Confidential Information" means all confi-dential and proprietary information of Clinician or User disclosed to Canadian EMDR, 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 Clinician or User Data. Confidential Information shall not include any information that: (i) is or becomes general-ly known to the public without breach of any obligation owed to Clinician or User; (ii) was known to Canadian EMDR prior to disclosure by Clinician or User without breach of any obligation owed to Clinician or User; or (iii) is received from a third party without breach of any obligation owed to Clinician or User. 9.2Confidentiality. Canadian EMDR shall not disclose or use any Confidential Information of Clinician or User for any purpose outside the scope of these Terms and Conditions, except in accordance with Section 9.3. 9.3 Compelled Disclosure. If Canadian EMDR is compelled by law to disclose Confidential Information of Clinician or User, including Clinician Data, it shall provide Clinician or User, as applicable, with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Clinician or User’s cost, if Clinician or User wishes to contest the disclosure.
10. Warranties & Disclaimers. 10.1Warranties. Each party represents and warrants that it has the legal power to be bound by these Terms and Conditions. Clinician or User represents and warrants that for any Personal Data controlled by it, or any other Per-sonal Data provided or transmitted by Clinician or User to CMHL, whether advertent or otherwise, Clinician or User, as applicable, has obtained the necessary consent or legal right to provide or transmit such data. CMHL rep-resents and warrants that (i) it will provide the Service in a manner consistent with general industry standards rea-sonably applicable to the provision thereof; (ii) the functionality of the Service will not be materially decreased dur-ing the Term; (ii) the Service will not contain or transmit to User any Malicious Code (except for any Malicious Code contained in Clinician-uploaded attachments or otherwise originating from Clinicians); (iv) it owns or other-wise has sufficient rights in the Service to grant to Clinician the rights to use the Service granted herein; and (v) the Service does not infringe any intellectual property rights of any third party. 10.2 Canadian EMDR Warranty. Canadian EMDR warrants to Clinician to the best of its knowledge that the Canadian EMDR website will be the most recent officially released version of the Canadian EMDR website, and that CMHL 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 CMHL alleging that the material licensed under Section 10 infringes any intellectual property rights of third parties, nor violates any other agreement or applicable legislation. 10.3Disclaimer. CLINICIAN AND USER ACKNOWLEDGES THAT NO WEBSITE IS CAPABLE OF PROVIDING COMPLETE PROTECTION AGAINST ALL KNOWN AND UNKNOWN VULNERABILI-TIES/ZERO-DAY THREATS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” AND CMHL MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IM-PLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SAT-ISFACTORY 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 CLINICIAN BY CMHL. CMHL DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT THE OPERATION OF THE SERVICES SHALL BE UNIN-TERRUPTED 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 CLINICIAN. THE WEBSITE IS NOT INTENDED TO BE A SUBSTITE FOR PROFESSIONAL ADVICE. IT IS YOUR REPSONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY IN-FORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT. NEVER DISREGARD PROFES-SIONAL ADVICE, INCLUDING MEDICAL ADVICE, OR DELAY IN SEEKING IT, BECAUSE OF SOME-THING YOU HAVE READ ON THIS SITE. 10.4Clinician Representation and Warranty. You represent and warrant that all information and content you submit upon creating your Account, including information linked to any other personal or professional 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 CMHL, its affiliates, or third-party partners, may place advertising through the Canadian EMDR website or Service.
11. Indemnification. 11.1Indemnification by Clinician. Subject to these Terms and Conditions, Clinician shall defend, indemnify and hold Canadian Mental Health Link Inc. harmless against any loss, damage or costs (including reasonable attor-neys' 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 Clinician Data, or Clinician'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 up-loaded or inputted by Clinician, (iii) electronic data or information was uploaded or inputted by Clinician 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 Clinician; (b) gives Clinician 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) pro-vides to Clinician, at Clinician's cost, all reasonable assistance.
12. Limitation of Liability. 12.1Limitation of Liability. IN NO EVENT SHALL CANADIAN MENTAL HEALTH LINK INC.’S AG-GREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, OR RE-LATIONSHIP BETWEEN CANADIAN EMDR AND CLINICIAN OR USER, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED $100.00. 12.2Exclusion of Consequential and Related Damages. IN NO EVENT SHALL CMHL HAVE ANY LIA-BILITY TO CLINICIAN(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 CLINI-CIAN HAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. Termination. 13.1 Termination for Cause. Canadian EMDR may terminate this Agreement immediately without written notice to Clinician 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 EMDR. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Canadian EMDR Clinician or User, employee, member, or officer will result in immediate Account termination. If Canadian EMDR, in its sole and absolute discretion, sus-pects for any reason that Clinician has uploaded illicit or prohibited materials under these Terms and Conditions to their Account, Canadian EMDR reserves the right to terminate the Account in connection with such suspicion. For clarity, if Canadian EMDR exercises its right to terminate under this Section 14, Clinician shall delete and remove their Account from any and all Devices. 13.2 Cancellation. Clinician may cancel the Account and terminate this Agreement at any time by contacting firstname.lastname@example.org. Clinician the cancellation, Clinician shall pay to Canadian Mental Health Link Inc. all undisputed amounts due and payable hereunder, if any. Clinician will not be entitled to any refunds of any pay-ments to CMHL, pro rata or otherwise. If you use a third-party payment account, you may need to manage pur-chases through such account to avoid additional billing. 13.3Outstanding Fees. Termination or cancellation shall not relieve Clinician of the obligation to pay any fees accrued or payable to CMHL prior to the effective date of termination. 13.4Deletion of User Data. Immediately upon a Clinician removing their Account from the Canadian EMDR website, that individual’s Clinician’s Data shall be deleted from the Canadian EMDR servers. 13.5Surviving Provisions. The following provisions of these Terms and Conditions shall survive any termina-tion or expiration of these Terms and Conditions: Sections 6 through 14.
14. General Provisions. 14.1Relationship of the Parties. These Terms and Conditions do not create a partnership, franchise, joint ven-ture, agency, fiduciary or employment relationship between the parties. 14.2Verification of ID. In the event that you request Support Services, or other Services, from Canadian EMDR, which require the verification of your identity and right to any Account, CMHL reserves the right to re-quest documentation from you or Clinician to determine or confirm Account ownership. Such documentation may include, without limitation, a scanned copy of government issued photo ID, email, or your phone number on file. 14.3No Third-Party Beneficiaries. Except as otherwise expressed herein, there are no third-party beneficiaries under these Terms and Conditions. 14.4Waiver and Cumulative Remedies. 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. 14.5Severability. 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 objec-tives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms and Conditions shall remain in effect. 14.6Assignment. Clinician may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Canadian EMDR (not to be unreasonably withheld). Notwith-standing the foregoing, Canadian EMDR may assign this Agreement in its entirety, without consent of the Clini-cian, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its as-sets. Any attempt by Clinician 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 endure to the benefit of the parties, their respective successors and permitted assigns. 14.7Governing Law and Disputes. These Terms and Conditions will be governed by and construed in accord-ance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with these Terms and Conditions.
Last Updated: September, 2022