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.
SECTION 1: Scope and Process.
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.
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:
"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.
“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
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 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 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:
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
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.
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.
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.
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:
SECTION 4: RANKING, USER REVIEWS, MARKETING AND FACILITATED PAYMENT MODEL
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.
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.
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.
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My name is Stella.
I am your Mental Health virtual assistant