Terms of Use

These terms of use (the “Patient Terms of Use”) govern your access and use of the public website (the “Website”) and the private portal which requires registration to be accessed (the “Private Portal”, and together with the Website, the “Greenspace Platform”) located at www.greenspacehealth.ca and app.greenspacehealth.ca. The words “Greenspace,” “we,” “us,” or “our” mean, collectively, Greenspace Mental Health Ltd. and all of its respective affiliates, successors or assigns. These Patient Terms of Use govern your access to and use of the Greenspace Platform and constitute a binding legal agreement among you, as a user of the Services (as defined in Section 4 below) and Greenspace.

USE OF THE SERVICES IS NOT FOR EMERGENCIES. IF YOU HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, OR IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR TREATMENT, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM.

IF YOU ARE CONSIDERING OR CONTEMPLATING HARMING OR KILLING YOURSELF OR ARE CONCERNED THAT YOU ARE A DANGER TO YOURSELF OR TO OTHERS, YOU MUST DISCONTINUE USE OF THE SERVICES IMMEDIATELY, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM.

1.Documents Incorporated by Reference

These Patient Terms of Use incorporate by reference the following documents, which shall be construed as forming part of these Patient Terms of Use.

• Website Terms of Use
• Patient Privacy Policy

2. Treatment Providers

A “Treatment Provider” is a regulated professional who is permitted to provide psychotherapy services and is registered as a Therapist on the Greenspace Platform. Treatment Providers may include, but are not limited to, psychiatrists, psychologists, social workers, occupational therapists, and psychotherapists. “Treatment Providers” include employees, agents, or independent contractors of Treatment Providers.

3. Primary Care Providers

A “Primary Care Provider” is a regulated professional who is permitted to provide health care services and is registered as a Primary Care Provider on the Greenspace Platform (and together with a Treatment Provider, a “Provider”). Primary Care Providers may include, but are not limited to, physicians and nurse practitioners.

4. Services

The Greenspace Platform includes, without limitation, the following services (collectively, the “Services” ):

a. the facilitation of the delivery of assessments to You as provided by you or your child’s Treatment Provider(s) and/or Primary Care Provider(s), as applicable;

b. the display of the results of such assessments to You and your Treatment Provider(s) and/or Primary Care Provider(s);

c. if requested, matching You with a Treatment Provider; and

d. the provision of other information about Greenspace and our products and services through the Greenspace Platform.

For clarity, Greenspace is not a provider of telemedicine or telemedicine services.

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

PROVIDERS ARE NOT THE EMPLOYEES OR AGENTS OF GREENSPACE AND ARE NOT CREDENTIALED BY GREENSPACE. GREENSPACE DOES NOT HAVE ANY OVERSIGHT OF THE CARE PROVIDED TO YOU BY PROVDERS. Each Provider is an independent practitioner who is solely responsible for any health care services or social or psychotherapy services provided to you, and is also solely responsible for obtaining your informed consent, where required, to any medical treatment, including without limitation, your consent to use the Services, to the extent such consent is required by applicable provincial/territorial legislation.

5. Applicability of These Patient Terms of Use

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

6. Medical Advice

While the Services may provide access to certain general medical information, the Services cannot and are not intended to provide medical advice. We advise you to always seek the advice of a physician or other regulated health professional with any questions regarding your personal health or medical conditions. Never disregard, avoid, or delay in obtaining medical advice from your physician or other regulated health professional because of something you have read on the Website. If you have or suspect that you have a medical problem or condition, please contact a physician or other regulated health professional immediately.

THE CONTENT ON THE WEBSITE IS NOT AND SHOULD NOT BE CONSIDERED MEDICAL ADVICE OR A SUBSTITUTE FOR INDIVIDUAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU SHOULD ALWAYS TALK TO YOUR PHYSICIAN OR OTHER REGULATED HEALTH PROFESSIONAL FOR DIAGNOSIS AND TREATMENT, INCLUDING INFORMATION REGARDING WHICH DRUGS OR TREATMENT MAY BE APPROPRIATE FOR YOU. NONE OF THE INFORMATION ON THE WEBSITE REPRESENTS OR WARRANTS THAT ANY PARTICULAR DRUG OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU.

7. Eligibility Requirements

Access to certain portions of the Greenspace Platform, Services and Content is restricted to users registered on the Greenspace Platform.

There is no guarantee that you will be accepted as a registered user. Even if you are accepted as a registered user and (i) have a pre-existing connection with a registered Treatment Provider or Primary Care Provider; (ii) or are matched with a Treatment Provider, your Treatment Provider or Primary Care Provider may determine that use of the Services is not appropriate for some or all of your treatment needs, and accordingly may elect not to facilitate your use of the Services.

8. Registration and Passwords

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

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

Upon registration, you will choose a username and password. You alone are responsible for keeping that password and username confidential, and for any and all activity that occurs on the Greenspace Platform under such password or username. You agree to immediately notify Greenspace of any unauthorized use of your password or username or any other breach of security.

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

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

9. Patient Profile

Your Patient profile will be established and maintained for you as a registered user of the Greenspace Platform to enter, store, and access your or your child’s personal information, including your or your child’s personal health information (“Personal Information”) online, and for your Treatment Providers to communicate with you about your care. All of the Personal Information contained in your Patient profile will be maintained in accordance with the Patient Terms of Use and our Patient Privacy Policy.

By consenting to receive the Services using the Greenspace Platform, you consent to the inherent material risks associated with the electronic uploading, transmission and storage of your Personal Information. By providing or uploading any of your Personal Information to the Greenspace Platform, you are consenting to the collection, use and disclosure of your Personal Information for the purposes of providing the Services to you and for consistent purposes. Although Greenspace uses advanced encryption technology and other security protocols to protect your Personal Information, you acknowledge by using the Greenspace Platform that there are inherent risks to any technology however remote that could cause security protocols to fail or be breached, which could result in the unauthorized collection, use or disclosure of your Personal Information. Greenspace will notify you to the extent required by law of any security protocol failure or breach that has resulted in in the unauthorized collection, use or disclosure of your Personal Information.

10. Responsibility for Your Care

Your or your child’s medical care and your mental health care are solely the responsibility of you and your Provider(s), as applicable.

Under the Services, mental health care services or social or psychotherapy services are provided exclusively by Treatment Providers and/or Primary Care Providers. Greenspace supports Providers by providing them with a license to use our intellectual property rights, including our patent pending inventions, trade secrets, copyrights, trademarks, service marks, trade dress and proprietary and confidential information and access to Greenspace’s technology platform. However, exclusive control and responsibility for the delivery of mental health care services or social or psychotherapy services is reserved to Providers.

11. Verification of Treatment Providers

All Treatment Providers available through the Greenspace Platform represent that they are permitted to provide psychotherapy services and are a member in good standing with the regulatory college of their jurisdiction. Greenspace requires Treatment Providers to represent and warrant that that they are in good standing with their respective regulatory college and to immediately apprise Greenspace of any changes to such status. Greenspace conducts limited credential checks and other verifications of Treatment Providers and the information they have provided to Greenspace. However, Greenspace is not responsible for credentialing Treatment Providers, makes no representation regarding the accuracy of Treatment Providers’ credentials, and expressly disclaims any liability for fraudulent credentials or claims by Treatment Providers. In addition, changes in your Treatment Provider’s professional status after we perform an initial credential check. We recommend that you separately confirm that your Treatment Provider is in good standing with his or her respective regulatory college.

12. Verification of Primary Care Providers

All Primary Care Providers available through the Greenspace Platform represent that they are permitted to provide health care services and are a member in good standing with the regulatory college of their jurisdiction. Greenspace requires Primary Care Providers to represent and warrant that that they are in good standing with their respective regulatory college and to immediately apprise Greenspace of any changes to such status. Greenspace conducts limited credential checks and other verifications of Primary Care Providers and the information they have provided to Greenspace. However, Greenspace is not responsible for credentialing Primary Care Providers, makes no representation regarding the accuracy of Primary Care Providers’ credentials, and expressly disclaims any liability for fraudulent credentials or claims by Primary Care Providers. In addition, changes in your Primary Care Provider’s professional status after we perform an initial credential check. We recommend that you separately confirm that your Primary Care Provider is in good standing with his or her respective regulatory college.

13. Sharing of Information Between Providers

If you are referred to the Greenspace Platform by a Primary Care Provider and complete an intake questionnaire to be matched with a Treatment Provider, your personal information and progress results will be available to both Providers. By submitting such a request to be matched with a Treatment Provider, you expressly consent to the use of electronic means to share such personal information and progress results with both Providers.

14. Privacy

When you use the Greenspace Platform, Greenspace will collect certain Personal Information from you as set forth in more detail in our Patient Privacy Policy, which is hereby incorporated by reference. By registering on the Greenspace Platform, you agree that Greenspace may collect, use, and disclose your Personal Information as set forth in our Patient Privacy Policy.

15. Case Management Services

By registering on the Greenspace Platform to be matched with a new Treatment Provider, you hereby expressly consent to the use of email and phone communication by a Greenspace case manager to communicate with you, for the purpose of facilitating your match with a Treatment Provider. You hereby acknowledge that you understand that email is not a secure form of communication.

16. Conduct

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

a. upload, post, email or otherwise transmit any Content (as defined in Section 8 below) to which you do not have the lawful right to copy, transmit and display (including any Content that would violate any confidentiality or fiduciary obligations that you might have with respect to the Content);

b. use the Services to collect or store personal data about other users without their express permission;

c. knowingly include or use any false or inaccurate information in any profile;

d. circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content;

e. attempt to probe, scan or test the vulnerability of any Greenspace system or network or breach or impair or circumvent any security or authentication measures protecting the Services;

f. attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Services;

g. use the Services in any way that competes with Greenspace, including, without limitation, misrepresenting one’s identity or posing as a current or prospective patient in order to solicit or recruit Treatment Providers, directly or indirectly; or

h. encourage or instruct any other person or entity to do any of the foregoing.

17. Intellectual Property Rights

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

18. Your License to Use the Services

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

19. Disclaimer

Your use of the Services and Content is at your sole discretion and risk. The Services and Content, and all materials, information, products and services included therein, are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind.

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

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

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

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

20. Indemnification

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

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

21. Limitation of Liability

IN NO EVENT SHALL GREENSPACE OR GREENSPACE’S LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR LOST PROFITS THAT RESULT FROM OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE WEBSITE OR ANY CONTENT, OR SERVICES OBTAINED THROUGH THE WEBSITE, EVEN IF GREENSPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IF YOU ARE DISSATISFIED WITH THE WEBSITE, THE CONTENT, THE SERVICES OR THE PATIENT TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE.

NOTHING HEREIN SHALL LIMIT THE POTENTIAL PROFESSIONAL LIABILITY OF THE TREATMENT PROVIDERS OR OTHER LICENSED HEALTHCARE PROFESSIONALS ARISING FROM OR RELATED TO MEDICAL OR MENTAL HEALTH ADVICE, DIAGNOSIS, OR TREATMENT THEY PROVIDE TO YOU, EXCEPT AS PROVIDED UNDER APPLICABLE PROVINCIAL/TERRITORIAL LAWS. IN MANY JURISDICTIONS, TREATMENT PROVIDERS ARE REQUIRED TO REPORT CONFIDENTIAL INFORMATION IF THEY HAVE REASON TO BELIEVE THAT A PATIENT IS LIKELY TO HARM OTHERS OR HIMSELF/HERSELF. IN NO EVENT SHALL GREENSPACE BE LIABLE FOR THE DISCLOSURE OF YOUR CONFIDENTIAL INFORMATION BY A TREATMENT PROVIDER FROM WHOM YOU RECEIVE MENTAL HEALTH SERVICES OR SOCIAL OR PSYCHOTHERAPY SERVICES. GREENSPACE IS NOT LIABLE TO ANY PERSON OR USER FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF A TREATMENT PROVIDER PROVIDING MENTAL HEALTH SERVICES. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF GREENSPACE OR GREENSPACE’S LICENSORS OR AFFILIATES TO YOU, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED $1,000.

22. Errors and Inaccuracies.

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

23. Changes

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

24. Termination.

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

We may suspend or terminate your right to use our Services or the Greenspace Platform at any time, in the event that you breach these Patient Terms of Use, for any reason, or for no reason at all, in our sole discretion, and without prior notice to you. After such termination, Greenspace will have no further obligation to provide the Services, except to the extent we are obligated to provide you access to your health records or Treatment Providers are required to provide you with continuing care under their applicable legal, ethical and professional obligations to you.

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

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

25. Area of Service

Unless otherwise agreed by Greenspace, the Services described in these Patient Terms of Use are solely offered within Canada.

26. Applicable Laws

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

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

27. Notice

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

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

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

 

 

These terms of use (the “Child Account Terms of Use”) govern your access and use of the public website (the “Website”) and the private portal which requires registration to be accessed (the “Private Portal”, and together with the Website, the “Platform”) located at www.greenspacehealth.ca, app.greenspacehealth.ca or on a custom branded web domain provided by Greenspace on behalf of a customer. The words “Greenspace,” “we,” “us,” or “our” mean, collectively, Greenspace Mental Health Ltd. and all of its respective affiliates, successors or assigns. “You” or “your” means the child, youth, adolescent, parent, teacher, or other participant that creates an account on the Platform.

1.Legal Agreement

If you are of legal age to form a binding contract, these Child Account Terms of Use govern your access to and use of the Platform and constitute a binding legal agreement among you, as a user of the Services (as defined in Section 7 below) and Greenspace.

If you are not of legal age to form a binding contract, these Child Account Terms of Use shall not constitute a binding legal agreement, and merely provide guidance as to the standards and expectations when using the Platform.

2. Overview of Accounts

In order for a Treatment Provider (as defined in Section 6 below) to use the Platform in respect of a child, youth or adolescent (hereinafter, a “Child”), a Treatment Provider (or appropriately permissioned administrator) must create a profile for the Child on the Platform (a “Profile”). The creation of a Profile does not require the Child, or their parent or guardian to register and create an account on the Platform.

In addition to creating a Profile for the Child:

a. a Treatment Provider may invite the Child’s parent (the “Parent”) to register and create an account on the Platform (an “Account”), to access certain information and provide information relevant to the Child’s care.

b. Following the creation of an Account by the Parent, the Treatment Provider(s) may also invite the Child, additional parents, teachers or other participants (each a “Participant”) to each create an Account associated with the Child’s Profile.

For greater clarity, a Parent is required to create an Account and accept these Child Account Term of Use, before a Child is permitted to create an Account.

3. Parent Account Responsibility

The Parent shall be responsible for ensuring that all Participants that are not of legal age to form a binding agreement, comply with the terms and requirements set out in these Child Account Terms of Use. For greater certainty, this shall include the Parent being responsible for all indemnification and liability obligations of any Participant not of legal age to form a binding contract. If the Parent is not willing to accept this responsibility, the Parent’s sole remedy is to discontinue using the Website.

4. Not for Emergency Use

USE OF THE SERVICES IS NOT FOR EMERGENCIES. IF YOU HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, OR IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR TREATMENT, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM.

IF YOU ARE CONSIDERING OR CONTEMPLATING HARMING OR KILLING YOURSELF OR ARE CONCERNED THAT YOU ARE A DANGER TO YOURSELF OR TO OTHERS, YOU MUST DISCONTINUE USE OF THE SERVICES IMMEDIATELY, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM.

5. Documents Incorporated by Reference

These Child Account Terms of Use incorporate by reference the following documents, which shall be construed as forming part of these Child Account Terms of Use.

• Website Terms of Use
• Patient Privacy Policy

6. Treatment Providers

A “Treatment Provider” is a regulated professional who is permitted to provide psychotherapy services and is registered as a Therapist on the Platform. Treatment Providers may include, but are not limited to, psychiatrists, psychologists, social workers, occupational therapists, and psychotherapists. “Treatment Providers” include employees, agents, or independent contractors of Treatment Providers.

7. Services

The Platform includes, without limitation, the following services (collectively, the “Services” ):

a. the facilitation and delivery of assessments to Participants as determined by the Treatment Provider(s);

b. the display of the results of such assessments to Participants, as determined by the Treatment Provider(s); and

c. the provision of other information about Greenspace and our products and services through the Platform.

For clarity, Greenspace is not a provider of telemedicine or telemedicine services.

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

TREATMENT PROVIDERS ARE NOT THE EMPLOYEES OR AGENTS OF GREENSPACE AND ARE NOT CREDENTIALED BY GREENSPACE. GREENSPACE DOES NOT HAVE ANY OVERSIGHT OF THE CARE PROVIDED TO YOU BY PROVDERS. Each Treatment Provider is an independent practitioner who is solely responsible for any health care services or social or psychotherapy services provided, and is also solely responsible for obtaining informed consent, where required, to any medical treatment, including without limitation, your consent to use the Services, to the extent such consent is required by applicable provincial/territorial legislation.

8. Applicability of These Child Account Terms of Use

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

9. Medical Advice

While the Services may provide access to certain general medical information, the Services cannot and are not intended to provide medical advice. We advise you to always seek the advice of a physician or other regulated health professional with any questions regarding your or the Child’s (as applicable) health or medical conditions. Never disregard, avoid, or delay in obtaining medical advice from your physician or other regulated health professional because of something you have read on the Website. If you have or suspect that you or the Child has have a medical problem or condition, please contact a physician or other regulated health professional immediately.

THE CONTENT ON THE WEBSITE IS NOT AND SHOULD NOT BE CONSIDERED MEDICAL ADVICE OR A SUBSTITUTE FOR INDIVIDUAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU SHOULD ALWAYS TALK TO YOUR PHYSICIAN OR OTHER REGULATED HEALTH PROFESSIONAL FOR DIAGNOSIS AND TREATMENT, INCLUDING INFORMATION REGARDING WHICH DRUGS OR TREATMENT MAY BE APPROPRIATE FOR YOU OR THE CHILD. NONE OF THE INFORMATION ON THE WEBSITE REPRESENTS OR WARRANTS THAT ANY PARTICULAR DRUG OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU OR THE CHILD (AS APPLICABLE).

10. Eligibility Requirements

Access to certain portions of the Platform, Services and Content is restricted to users registered on the Platform.

There is no guarantee that you will be accepted as a registered user. Even if you are accepted as a registered user a Treatment Provider may determine that use of the Services is not appropriate for some or all of the Child’s treatment needs, and accordingly may elect not to facilitate your use of the Services.

11. Registration and Passwords

In order to access the Private Portal and certain of the Services you will be required to complete an online registration form and become a registered user of the Platform by creating an account.

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

Upon registration, you will choose a username and password. You alone are responsible for keeping that password and username confidential, and for any and all activity that occurs on the Platform under such password or username. You agree to immediately notify Greenspace of any unauthorized use of your password or username or any other breach of security.

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

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

12. Patient Profile

A Patient profile will be established and maintained for the Child on the Platform to enter, store, and access your or your child’s personal information, including your or your child’s personal health information (“Personal Information”) online, and for Treatment Providers to communicate with you. All of the Personal Information contained in your Patient profile will be maintained in accordance with the Child Account Terms of Use and our Patient Privacy Policy.

By consenting to receive the Services using the Platform, you consent to the inherent material risks associated with the electronic uploading, transmission and storage of Personal Information. By providing or uploading any Personal Information to the Platform, you are consenting to the collection, use and disclosure of such Personal Information for the purposes of providing the Services to you and for consistent purposes. Although Greenspace uses advanced encryption technology and other security protocols to protect Personal Information, you acknowledge by using the Platform that there are inherent risks to any technology however remote that could cause security protocols to fail or be breached, which could result in the unauthorized collection, use or disclosure of your Personal Information. Greenspace will notify you to the extent required by law of any security protocol failure or breach that has resulted in in the unauthorized collection, use or disclosure of your or the Child’s Personal Information.

13. Responsibility for Care

The Child’s medical care and mental health care is solely the responsibility of the Child’s Treatment Provider(s), as applicable.

Under the Services, mental health care services or social or psychotherapy services are provided exclusively by Treatment Providers. Greenspace supports Treatment Providers by providing them with a license to use our intellectual property rights, including our patent pending inventions, trade secrets, copyrights, trademarks, service marks, trade dress and proprietary and confidential information and access to Greenspace’s technology platform. However, exclusive control and responsibility for the delivery of mental health care services or social or psychotherapy services is reserved to Treatment Providers.

14. Verification of Treatment Providers

All Treatment Providers that register on the Platform represent that they are permitted to provide psychotherapy services and are a member in good standing with the regulatory college of their jurisdiction. Greenspace requires Treatment Providers to represent and warrant that that they are in good standing with their respective regulatory college and to immediately apprise Greenspace of any changes to such status. Greenspace conducts limited credential checks and other verifications of Treatment Providers and the information they have provided to Greenspace. However, Greenspace is not responsible for credentialing Treatment Providers, makes no representation regarding the accuracy of Treatment Providers’ credentials, and expressly disclaims any liability for fraudulent credentials or claims by Treatment Providers. In addition, changes in the Treatment Provider’s professional status after we perform an initial credential check. We recommend that you separately confirm that the Child’s Treatment Provider is in good standing with his or her respective regulatory college.

15. Privacy

When you use the Platform, Greenspace will collect certain Personal Information as set forth in more detail in our Patient Privacy Policy, which is hereby incorporated by reference. By registering on the Platform, you agree that Greenspace may collect, use, and disclose Personal Information as set forth in our Patient Privacy Policy.

16. Conduct

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

a. upload, post, email or otherwise transmit any Content (as defined in Section 17 below) to which they do not have the lawful right to copy, transmit and display (including any Content that would violate any confidentiality or fiduciary obligations that you might have with respect to the Content);

b. use the Services to collect or store personal data about other users without their express permission;

c. knowingly include or use any false or inaccurate information in any profile;

d. circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content;

e. attempt to probe, scan or test the vulnerability of any Greenspace system or network or breach or impair or circumvent any security or authentication measures protecting the Services;

f. attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Services;

g. use the Services in any way that competes with Greenspace, including, without limitation, misrepresenting one’s identity or posing as a current or prospective patient in order to solicit or recruit Treatment Providers, directly or indirectly; or

h. encourage or instruct any other person or entity to do any of the foregoing.

17. Intellectual Property Rights

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

18. Participants’ to Use the Services

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

19. Disclaimer

Your use of the Services and Content is at your sole discretion and risk. The Services and Content, and all materials, information, products and services included therein, are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind.

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

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

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

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

20. Indemnification

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

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

21. Limitation of Liability

IN NO EVENT SHALL GREENSPACE OR GREENSPACE’S LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR LOST PROFITS THAT RESULT FROM OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE WEBSITE OR ANY CONTENT, OR SERVICES OBTAINED THROUGH THE WEBSITE, EVEN IF GREENSPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IF YOU ARE DISSATISFIED WITH THE WEBSITE, THE CONTENT, THE SERVICES OR THE CHILD ACCOUNT TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE.

NOTHING HEREIN SHALL LIMIT THE POTENTIAL PROFESSIONAL LIABILITY OF THE TREATMENT PROVIDERS OR OTHER LICENSED HEALTHCARE PROFESSIONALS ARISING FROM OR RELATED TO MEDICAL OR MENTAL HEALTH ADVICE, DIAGNOSIS, OR TREATMENT THEY PROVIDE TO YOU OR THE CHILD, EXCEPT AS PROVIDED UNDER APPLICABLE PROVINCIAL/TERRITORIAL LAWS. IN MANY JURISDICTIONS, TREATMENT PROVIDERS ARE REQUIRED TO REPORT CONFIDENTIAL INFORMATION IF THEY HAVE REASON TO BELIEVE THAT A PATIENT IS LIKELY TO HARM OTHERS OR HIMSELF/HERSELF. IN NO EVENT SHALL GREENSPACE BE LIABLE FOR THE DISCLOSURE OF CONFIDENTIAL INFORMATION BY A TREATMENT PROVIDER FROM WHOM YOU OR THE CHILD (AS APPLICABLE) RECEIVE MENTAL HEALTH SERVICES OR SOCIAL OR PSYCHOTHERAPY SERVICES. GREENSPACE IS NOT LIABLE TO ANY PERSON OR USER FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF A TREATMENT PROVIDER PROVIDING MENTAL HEALTH SERVICES. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF GREENSPACE OR GREENSPACE’S LICENSORS OR AFFILIATES TO YOU, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED $1,000.

22. Errors and Inaccuracies.

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

23. Changes

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

24. Termination.

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

We may suspend or terminate your right to use our Services or the Platform at any time, in the event that you breach these Child Account Terms of Use, for any reason, or for no reason at all, in our sole discretion, and without prior notice to you. After such termination, Greenspace will have no further obligation to provide the Services, except to the extent we are obligated to provide you access to your health records or Treatment Providers are required to provide you with continuing care under their applicable legal, ethical and professional obligations to you.

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

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

25. Area of Service

Unless otherwise agreed by Greenspace, the Services described in these Child Account Terms of Use are solely offered within Canada.

26. Applicable Laws

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

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

27. Notice

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

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

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

Last Update: May 13, 2021

These terms of use (the “Clinic Terms of Use”) govern your access and use of the public website (the “Website”) and the private portal which requires registration to be accessed (the “Private Portal”, and together with the Website, the “Greenspace Platform”) located at www.greenspacehealth.ca and app.greenspacehealth.ca. The words “Greenspace,” “we,” “us,” or “our” mean, collectively, Greenspace Mental Health Ltd. and all of its respective affiliates, successors or assigns. “You” or “your” means the clinic or organization who opens an account on the Greenspace Platform (the “Clinic”), that facilitates the provision of psychotherapy services by regulated professionals (“Treatment Providers”) who are permitted to provide of psychotherapy services. Treatment Providers may include, but are not limited to, psychiatrists, psychologists, social workers, occupational therapists, and psychotherapists. “Patient” means (i) any person who opens an account on the Greenspace Platform; (ii) any person whose information You input and record on the Greenspace Platform; or (iii) a parent or legal guardian of a Patient who opens an account on the Greenspace Platform and who is also your patient with whom you and your Treatment Provider have a clinical relationship. Please read these Clinic Terms of Use carefully. These Clinic Terms of Use govern your access to and use of the Greenspace Platform and constitute a binding legal agreement among you, as a user of the Services (as defined in Section 5 below) and Greenspace.

Use of the Greenspace Platform and Services is expressly conditional on (i) your ongoing compliance with your professional and legal obligations as a result of facilitating services by regulated professionals; and (ii) acceptance of these Clinic Terms of Use. The obligations set forth in these Clinic Terms of Use are in addition to, and not in lieu of, your professional and legal obligations as a result of facilitating services by regulated professionals. If you are unable to comply with your obligations under these Clinic Terms of Use and your professional and legal obligations, you may not use the Greenspace Platform and its Services.

1. Documents Incorporated by Reference

These Clinic Terms of Use incorporate by reference the following documents, which shall be construed as forming part of these Clinic Terms of Use.

• Website Terms of Use
• Greenspace Privacy Policy

2. Patients

In order to use the Services and Greenspace Platform in respect of a Patient, you are required to have a clinical relationship with the Patient outside of the Greenspace Platform. You are solely responsible for obtaining your Patients’ informed consent, where applicable, to treatment using the Greenspace Platform. It is your sole responsibility for ensuring all Patients associated with a Treatment Provider’s account on Greenspace are being provided psychotherapy services by the Treatment Provider at your Clinic.

3. Treatment Providers

In order to associate a Treatment Provider with your account on the Greenspace Platform, you must (i) send the full names and email addresses of each Treatment Provider to be associated with your account to the Greenspace administrator at support@greenspacehealth.com; or (ii) direct the Treatment Provider to register on the Greenspace Platform using the Clinic’s unique registration link. For greater clarity, ‘associating’ a Treatment Provider with your account on the Greenspace Platform allows you to: (i) view information and assessment results of all Patients associated with such Treatment Provider’s account on the Greenspace Platform; and (ii) facilitate the delivery of assessments to Patients on behalf of the Treatment Provider.

In order to use the Services and Greenspace Platform in respect of a Treatment Provider, you are required to have a clinical relationship with the Treatment Provider outside of the Greenspace Platform. You are solely responsible for obtaining your Treatment Providers’ informed consent, where applicable, to associate each Treatment Provider with your account on the Greenspace Platform.

4. No Partnership, Joint Venture or Employment Relationship

Nothing in these Clinic Terms of Use or Greenspace’s relationship with you shall constitute or be construed to create a partnership, joint venture or the relationship of employee and employer as between Greenspace and you, and you shall not hold yourself out as an employee, agent or partner of Greenspace. You are an independent Clinic to whom Greenspace provides the Services (defined below) in consideration of the service fees paid by you to Greenspace as set out in greater detail below.

5. Services

The Greenspace Platform includes, without limitation, the following services (collectively, the “Services”):

a. the facilitation or the delivery of assessments to Patients, as solely provided by you and/or the applicable Treatment Provider;

b. the display of the results of such assessments to You, the applicable Treatment Providers and their Patient(s); and

c. the entry and retention of progress notes and documents;

d. the facilitation or the delivery of an intake questionnaire to new Patients;

e. the preparation and display of a summary intake report for new Patients;

f. the booking of appointments for new Patients;

g. the facilitation of communication and collaboration between You and other health care providers for the benefit of your Patients; and

h. the provision of other information about Greenspace and our products and services through the Greenspace Platform.

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

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

6. Applicability of These Clinic Terms of Use

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

7. Medical Advice

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

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

8. Diagnosis

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

9. Assessments

Greenspace is not responsible for the quality or effectiveness of the assessments provided by the Greenspace Platform. You and the Treatment Provider are responsible for selecting the appropriate assessments for Patients.

10. Eligibility Requirements

By using the Greenspace Platform and the Services, you represent and warrant that:

a. You have the legal capacity and authority to agree to the terms and conditions of these Clinic Terms of Use;

b. All registration information you submit is accurate and truthful and you will maintain the accuracy of such information;

c. You are, and will be at any time that you use the Greenspace Platform and Services, permitted to facilitate the provision of psychotherapy services, and shall meet all other legal requirements to facilitate the provision of psychotherapy services to Patients in the provinces and territories in or from which you provide such services;

d. There are no pending investigations, actions or other proceedings, in any jurisdiction, against you or any of your Treatment Providers, in which claims are made that you or any of your Treatment Providers have made errors or omissions or that otherwise relate to, or arise from the performance of, your duties as an organization providing psychotherapy services by Treatment Providers.

e. No judgments have been rendered against you or any of your Treatment Providers, in any court of competent jurisdiction or arbitral tribunal in any jurisdiction in any proceeding related to, or arising from, the performance of your duties as an organization providing psychotherapy services by Treatment Providers;

f. There are no pending or actual referrals, inquiries, complaints or investigations against you, before your regulatory college or any other medical governing body;

g. No committee or body of any medical governing body having similar authority nor any court has ever made a finding of professional misconduct or incompetence against you, nor revoked or suspended your certificate of authorization, registration or licence to facilitate the provision mental health care services or social or psychotherapy services.

h. You have no criminal record for which a pardon or expungement order has not been granted and you are not under any criminal investigation, proceeding or charge in any jurisdiction;

i. Your use of the Greenspace Platform and Services does not violate any applicable law or regulation; and

Your profile may be removed and your participation may be terminated without warning if Greenspace believes that you are in breach of any of the foregoing representations and warranties. You agree to immediately apprise Greenspace in writing of any change in any of the representations and warranties set forth above, and to immediately cease to use the Greenspace Platform and Services until the change in circumstance is reviewed by Greenspace and you are re-authorized in writing to resume use of the Greenspace Platform and Services. Despite the foregoing representations and warranties and your duty to give immediate notice of any change thereto, you acknowledge and agree that Greenspace does not have any oversight of your Treatment Providers or the care you and the Treatment Providers provide to Patients.

11. Liability Insurance or Equivalent Coverage

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

12. Registration and Passwords

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

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

Upon registration, you will choose a username and password. You alone are responsible for keeping that password and username confidential, and for any and all activity that occurs on the Greenspace Platform under such password or username. You agree to immediately notify Greenspace of any unauthorized use of your password or username or any other breach of security. You agree not to give or make available access to your Account to any unauthorized individual. You will be solely responsible for any disclosure of your username and password or use thereof by any unauthorized third party. By creating an Account, you expressly consent to the use of: (a) electronic means to complete these Clinic Terms of Use and to provide you with any notices given pursuant to these Clinic Terms of Use; and (b) electronic records to store information related to these Clinic Terms of Use or your use of the Services. Greenspace cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

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

13. Disclosure of Personal Information

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

14. Responsibilities

By using the Greenspace Platform and the Services, you represent and warrant that:

a. You will complete such non-clinical training regarding the Services and the Greenspace Platform as may be required by Greenspace;

b. You will complete an online profile (“Profile”) describing the Clinic in such form and having such content as Greenspace may determine and communicate to you from time-to-time.

c. You will at all times use the Greenspace Platform and the Services in accordance with all applicable federal, provincial/territorial laws and local regulations, as well as the applicable ethical and professional standards applicable to you now in effect or as may be adopted from time to time by any regulatory college having jurisdiction over you;

d. You represent and warrant that you will maintain the confidentiality of Personal Information (as defined in Section 16 below) and shall only use Personal Information as permitted in these Clinic Terms of Use and consistent with provincial and federal privacy laws.

e. It is your sole responsibility to ensure that the information in your Profile is current and accurate. This contact information includes, but is not limited to, name, address, phone numbers, e-mail addresses, types of licensure and license information. Changes to your contact information can be made in your Account. You will promptly update and notify Greenspace of any change in this information. You are solely responsible for any liability or expense resulting from outdated or inaccurate information; and

f. You agree that Greenspace may contact you via email regarding these Clinic Terms of Use or with respect to your participation on the Greenspace Platform.

15. Conduct

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

a. upload, post, email or otherwise transmit any Content (as defined in Section 16 below) to which you do not have the lawful right to copy, transmit and display (including any Content that would violate any confidentiality or fiduciary obligations that you might have with respect to the Content);

b. use the Services to collect or store personal data about other users without their express permission;

c. knowingly include or use any false or inaccurate information in any profile;

d. circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content;

e. attempt to probe, scan or test the vulnerability of any Greenspace system or network or breach or impair or circumvent any security or authentication measures protecting the Services;

f. attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Services;

g. use the Services in any way that competes with Greenspace, including, without limitation, misrepresenting one’s identity or posing as a current or prospective patient in order to solicit or recruit Treatment Providers, directly or indirectly;

h. or encourage or instruct any other person or entity to do any of the foregoing.

16. Obligations with Respect to Patient Personal Information

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

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

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

17. Proprietary Information

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

18. Intellectual Property Rights

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

19. Service Fees

In the event that you elect to use the Greenspace Platform, you shall pay Greenspace the fees as set out on the Website for Greenspace’s Services and the use of the Website as invoiced by Greenspace. Greenspace may increase such monthly fee upon thirty (30) days prior notice to you. Payments required of you represent fair market value for your use of the Services, and are not based upon the volume or value of any referrals to you or business otherwise generated by Greenspace.

You agree to pay all fees and charges for Services within thirty (30) days of your receipt of Greenspace’s invoice, and you authorize us to automatically deduct all applicable charges and fees from your designated Payment Account(s) as set forth in your Profile.

20. Electronic Communications

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

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

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

21. Your License to Use the Services

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

22. Disclaimer

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

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

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

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

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

23. Indemnification

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

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

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

24. Limitation of Liability

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

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

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

25. Errors and Inaccuracies.

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

26. Changes and Interruptions in Service

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

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

27. Termination

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

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

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

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

28. Area of Service

Unless otherwise agreed by Greenspace, the Services described in these Clinic Terms of Use are solely offered within Canada.

29. Assignment

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

30. No Waiver

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

31. Harm to Computer Systems/Data

You agree that we shall have no liability of any kind for viruses, worms, Trojan horses, or other similar harmful components that may enter your computer by downloading information, software, or other materials from the Greenspace Platform.

32. Applicable Laws

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

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

33. Notice

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

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

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

Last Update: May 13, 2021

These terms of use (the “PCP Terms of Use”) govern your access and use of the public website (the “Website”) and the private portal which requires registration to be accessed (the “Private Portal”, and together with the Website, the “Greenspace Platform”) located at www.greenspacehealth.ca and app.greenspacehealth.ca. The words “Greenspace,” “we,” “us,” or “our” mean, collectively, Greenspace Mental Health Ltd. and all of its respective affiliates, successors or assigns. “You” or “your” means the regulated professional (“Primary Care Provider”) who is permitted to provide health care services and who opens an account on the Greenspace Platform. Primary Care Providers may include, but are not limited to, physicians and nurse practitioners. “Patient” means (i) any person who opens an account on the Greenspace Platform; (ii) any person whose information You input and record on the Greenspace Platform; or (iii) a parent or legal guardian of a Patient who opens an account on the Greenspace Platform. Please read these PCP Terms of Use carefully. These PCP Terms of Use govern your access to and use of the Greenspace Platform and constitute a binding legal agreement among you, as a user of the Services (as defined in Section 4 below) and Greenspace.

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

1. Documents Incorporated by Reference

These PCP Terms of Use incorporate by reference the following documents, which shall be construed as forming part of these PCP Terms of Use.

• Website Terms of Use
• Greenspace Privacy Policy

2. Patients

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

3. No Partnership, Joint Venture or Employment Relationship

Nothing in these PCP Terms of Use or Greenspace’s relationship with you shall constitute or be construed to create a partnership, joint venture or the relationship of employee and employer as between Greenspace and you, and you shall not hold yourself out as an employee, agent or partner of Greenspace. You are an independent regulated professional to whom Greenspace provides the Services (defined below) in consideration of the service fees paid by you to Greenspace as set out in greater detail below.

4. Services

The Greenspace Platform includes, without limitation, the following services (collectively, the “Services”):

a. the facilitation or the delivery of assessments to Patients, as solely provided by you, the Primary Care Provider;
b. the display of the results of such assessments to You and your Patient(s);
c. the entry and retention of progress notes and documents;
d. the facilitation or the delivery of an intake questionnaire to Patients;
e. the preparation and display of a summary intake report for Patients;
f. the booking of appointments for new Patients with mental health treatment providers (“Treatment Providers”);
g. the facilitation of communication and collaboration between You and other health care providers for  the benefit of your Patients; and
h. the provision of other information about Greenspace and our products and services through the Greenspace Platform.

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

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

5. Applicability of These PCP Terms of Use

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

6. Medical Advice

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

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

7. Diagnosis

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

8. Assessments

Greenspace is not responsible for the quality or effectiveness of the assessments provided by the Greenspace Platform. You are responsible for selecting the appropriate assessments for your Patients.

9. Eligibility Requirements

By using the Greenspace Platform and the Services, you represent and warrant that:

a. You have the legal capacity and authority to agree to the terms and conditions of these PCP Terms of Use;

b. All registration information you submit (including but not limited to your licensure information) is accurate and truthful and you will maintain the accuracy of such information;

c. You are, and will be at any time that you use the Greenspace Platform and Services, permitted to provide health care services, a member and in good standing with the regulatory college of your jurisdiction, and shall meet all other legal requirements to provide health care services to Patients in the provinces and territories in or from which you provide such services;

d. There are no pending investigations, actions or other proceedings, in any jurisdiction, against you, or against any health profession corporation of which you are a shareholder, in which claims are made that you have made errors or omissions or that otherwise relate to, or arise from the performance of, your duties as a regulated professional;

e. No judgments have been rendered against you, in any court of competent jurisdiction or arbitral tribunal in any jurisdiction in any proceeding related to, or arising from, the performance of your duties as a regulated professional;

f. There are no pending or actual referrals, inquiries, complaints or investigations against you, before your regulatory college or any other medical governing body;

g. No committee or body of any medical governing body having similar authority nor any court has ever made a finding of professional misconduct or incompetence against you, nor revoked or suspended your certificate of registration or licence to provide health care services or the certificate of authorization of any health profession corporation of which you are shareholder;

h. You have no criminal record for which a pardon or expungement order has not been granted and you are not under any criminal investigation, proceeding or charge in any jurisdiction;

i. Your use of the Greenspace Platform and Services does not violate any applicable law or regulation; and

Your profile may be removed and your participation may be terminated without warning if Greenspace believes that you are in breach of any of the foregoing representations and warranties. You agree to immediately apprise Greenspace in writing of any change in any of the representations and warranties set forth above, and to immediately cease to use the Greenspace Platform and Services until the change in circumstance is reviewed by Greenspace and you are re-authorized in writing to resume use of the Greenspace Platform and Services. Despite the foregoing representations and warranties and your duty to give immediate notice of any change thereto, you acknowledge and agree that Greenspace does not have any oversight of the care you provide to Patients.

10. Liability Insurance or Equivalent Coverage

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

11. Registration and Passwords

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

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

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

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

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

12. Sharing of Information Between Treatment Providers and Primary Care Providers

Patients that you refer to the Greenspace Platform to be matched with a Treatment Provider, automatically have their personal information and progress results shared with the matched Treatment Provider. By submitting such a referral, you expressly consent to the use of electronic means to share any such Patient’s personal information and progress results with the matched Treatment Provider.

13. Disclosure of Personal Information

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

14. Responsibilities
By using the Greenspace Platform and the Services, you represent and warrant that:

a. You will complete such non-clinical training regarding the Services and the Greenspace Platform as may be required by Greenspace;

b. You will complete an online profile (“Profile”) describing yourself in such form and having such content as Greenspace may determine and communicate to you from time-to-time.

c. You will at all times use the Greenspace Platform and the Services in accordance with all applicable federal, provincial/territorial laws and local regulations, as well as the applicable ethical and professional standards applicable to you now in effect or as may be adopted from time to time by any regulatory college having jurisdiction over you;

d. You represent and warrant that you will maintain the confidentiality of Personal Information (as defined in Section 15 below) and shall only use Personal Information as permitted in these PCP Terms of Use and consistent with provincial and federal privacy laws.

e. It is your sole responsibility to ensure that the contact and licensure information in your Profile is current and accurate. This contact information includes, but is not limited to, name, address, phone numbers, e-mail addresses, types of licensure and license information. Changes to your contact information can be made in your Account. You will promptly update and notify Greenspace of any change in this information. You are solely responsible for any liability or expense resulting from outdated or inaccurate information; and

f. You agree that Greenspace may contact you via email regarding these PCP Terms of Use or with respect to your participation on the Greenspace Platform.

15. Conduct

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

a. upload, post, email or otherwise transmit any Content (as defined in Section 15 below) to which you do not have the lawful right to copy, transmit and display (including any Content that would violate any confidentiality or fiduciary obligations that you might have with respect to the Content);

b. use the Services to collect or store personal data about other users without their express permission;

c. knowingly include or use any false or inaccurate information in any profile;

d. circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content;

e. attempt to probe, scan or test the vulnerability of any Greenspace system or network or breach or impair or circumvent any security or authentication measures protecting the Services;

f. attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Services;

g. use the Services in any way that competes with Greenspace, including, without limitation, misrepresenting one’s identity or posing as a current or prospective patient in order to solicit or recruit Primary Care Providers, directly or indirectly; or

h. encourage or instruct any other person or entity to do any of the foregoing.

16. Obligations with Respect to Patient Personal Information

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

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

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

17. Proprietary Information

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

18. Intellectual Property Rights

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

19. Service Fees

In the event that you elect to use the Greenspace Platform, you shall pay Greenspace a fee of $0 per month. Greenspace may increase such monthly fee upon thirty (30) days prior notice to you.

20. Electronic Communications

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

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

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

21. Your License to Use the Services

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

22. Disclaimer

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

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

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

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

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

23. Indemnification

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

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

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

24. Limitation of Liability

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

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

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

25. Errors and Inaccuracies.

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

26. Changes and Interruptions in Service

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

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

27. Termination

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

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

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

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

28. Area of Service

Unless otherwise agreed by Greenspace, the Services described in these PCP Terms of Use are solely offered within Canada.

29. Assignment

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

30. No Waiver

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

31. Harm to Computer Systems/Data

You agree that we shall have no liability of any kind for viruses, worms, Trojan horses, or other similar harmful components that may enter your computer by downloading information, software, or other materials from the Greenspace Platform.

32. Applicable Laws

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

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

33. Notice

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

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

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

Last Update: May 13, 2021

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

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

1.Documents Incorporated by Reference

These Provider Terms of Use incorporate by reference the following documents, which shall be construed as forming part of these Provider Terms of Use.

• Website Terms of Use
• Greenspace Privacy Policy

2. Patients

In order to use the Services and Greenspace Platform in respect of a Patient, you are required to have a clinical relationship with the Patient outside of the Greenspace Platform. You are solely responsible for obtaining your Patients informed consent, where applicable, to treatment using the Greenspace Platform.

3. No Partnership, Joint Venture or Employment Relationship

Nothing in these Provider Terms of Use or Greenspace’s relationship with you shall constitute or be construed to create a partnership, joint venture or the relationship of employee and employer as between Greenspace and you, and you shall not hold yourself out as an employee, agent or partner of Greenspace. You are an independent regulated professional to whom Greenspace provides the Services (defined below) in consideration of the service fees paid by you to Greenspace as set out in greater detail below.

4. Services

The Greenspace Platform includes, without limitation, the following services (collectively, the “Services”):

a. the facilitation or the delivery of assessments to Patients, as solely provided by you, the Treatment Provider;

b. the display of the results of such assessments to You and your Patient(s);

c. the entry and retention of progress notes and documents;

d. the facilitation or the delivery of an intake questionnaire to new Patients;

e. the preparation and display of a summary intake report for new Patients;

f. the booking of appointments for new Patients;

g. the facilitation of communication and collaboration between You and other health care providers for the benefit of your Patients; and

h. the provision of other information about Greenspace and our products and services through the Greenspace Platform.

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

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

5. Applicability of These Provider Terms of Use

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

6. Medical Advice

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

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

7. Diagnosis

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

8. Assessments

Greenspace is not responsible for the quality or effectiveness of the assessments provided by the Greenspace Platform. You are responsible for selecting the appropriate assessments for your Patients.

9. Eligibility Requirements

By using the Greenspace Platform and the Services, you represent and warrant that:

a. You have the legal capacity and authority to agree to the terms and conditions of these Provider Terms of Use;

b. All registration information you submit (including but not limited to your licensure information) is accurate and truthful and you will maintain the accuracy of such information;

c. You are, and will be at any time that you use the Greenspace Platform and Services, permitted to provide psychotherapy services, a member and in good standing with the regulatory college of your jurisdiction, and shall meet all other legal requirements to provide psychotherapy services to Patients in the provinces and territories in or from which you provide such services;

d. There are no pending investigations, actions or other proceedings, in any jurisdiction, against you, or against any health profession corporation of which you are a shareholder, in which claims are made that you have made errors or omissions or that otherwise relate to, or arise from the performance of, your duties as a regulated professional;

e. No judgments have been rendered against you, in any court of competent jurisdiction or arbitral tribunal in any jurisdiction in any proceeding related to, or arising from, the performance of your duties as a regulated professional;

f. There are no pending or actual referrals, inquiries, complaints or investigations against you, before your regulatory college or any other medical governing body;

g. No committee or body of any medical governing body having similar authority nor any court has ever made a finding of professional misconduct or incompetence against you, nor revoked or suspended your certificate of registration or licence to provide mental health care services or social or psychotherapy services or the certificate of authorization of any health profession corporation of which you are shareholder;

h. You have no criminal record for which a pardon or expungement order has not been granted and you are not under any criminal investigation, proceeding or charge in any jurisdiction;

i. Your use of the Greenspace Platform and Services does not violate any applicable law or regulation; and

Your profile may be removed and your participation may be terminated without warning if Greenspace believes that you are in breach of any of the foregoing representations and warranties. You agree to immediately apprise Greenspace in writing of any change in any of the representations and warranties set forth above, and to immediately cease to use the Greenspace Platform and Services until the change in circumstance is reviewed by Greenspace and you are re-authorized in writing to resume use of the Greenspace Platform and Services. Despite the foregoing representations and warranties and your duty to give immediate notice of any change thereto, you acknowledge and agree that Greenspace does not have any oversight of the care you provide to Patients.

10. Liability Insurance or Equivalent Coverage

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

11. Registration and Passwords

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

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

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

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

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

12. Sharing of Information Between Treatment Providers and Primary Care Providers

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

13. Disclosure of Personal Information

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

14. Responsibilities

By using the Greenspace Platform and the Services, you represent and warrant that:

a. You will complete such non-clinical training regarding the Services and the Greenspace Platform as may be required by Greenspace;

b. You will complete an online profile (“Profile”) describing yourself in such form and having such content as Greenspace may determine and communicate to you from time-to-time.

c. You will at all times use the Greenspace Platform and the Services in accordance with all applicable federal, provincial/territorial laws and local regulations, as well as the applicable ethical and professional standards applicable to you now in effect or as may be adopted from time to time by any regulatory college having jurisdiction over you;

d. You represent and warrant that you will maintain the confidentiality of Personal Information (as defined in Section 13 above) and shall only use Personal Information as permitted in these Provider Terms of Use and consistent with provincial and federal privacy laws.

e. It is your sole responsibility to ensure that the contact and licensure information in your Profile is current and accurate. This contact information includes, but is not limited to, name, address, phone numbers, e-mail addresses, types of licensure and license information. Changes to your contact information can be made in your Account. You will promptly update and notify Greenspace of any change in this information. You are solely responsible for any liability or expense resulting from outdated or inaccurate information; and

f. You agree that Greenspace may contact you via email regarding these Provider Terms of Use or with respect to your participation on the Greenspace Platform.

15. Conduct

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

a. upload, post, email or otherwise transmit any Content (as defined in Section 18 below) to which you do not have the lawful right to copy, transmit and display (including any Content that would violate any confidentiality or fiduciary obligations that you might have with respect to the Content);

b. use the Services to collect or store personal data about other users without their express permission;

c. knowingly include or use any false or inaccurate information in any profile;

d. circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content;

e. attempt to probe, scan or test the vulnerability of any Greenspace system or network or breach or impair or circumvent any security or authentication measures protecting the Services;

f. attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Services;

g. use the Services in any way that competes with Greenspace, including, without limitation, misrepresenting one’s identity or posing as a current or prospective patient in order to solicit or recruit Treatment Providers, directly or indirectly; or

h. encourage or instruct any other person or entity to do any of the foregoing.

16. Obligations with Respect to Patient Personal Information

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

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

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

17. Proprietary Information

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

18. Intellectual Property Rights

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

19. Service Fees

In the event that you elect to use the Greenspace Platform, you shall pay Greenspace the fees as set out on the Website for Greenspace’s Services and the use of the Website as invoiced by Greenspace. Greenspace may increase such monthly fee upon thirty (30) days prior notice to you. Payments required of you represent fair market value for your use of the Services, and are not based upon the volume or value of any referrals to you or business otherwise generated by Greenspace. You agree to pay all fees and charges for Services within thirty (30) days of your receipt of Greenspace’s invoice, and you authorize us to automatically deduct all applicable charges and fees from your designated Payment Account(s) as set forth in your Profile.

20. Electronic Communications

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

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

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

21. Your License to Use the Services

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

22. Disclaimer

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

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

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

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

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

23. Indemnification

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

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

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

24. Limitation of Liability

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

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

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

25. Errors and Inaccuracies.

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

26. Changes and Interruptions in Service

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

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

27. Termination

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

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

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

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

28. Area of Service

Unless otherwise agreed by Greenspace, the Services described in these Provider Terms of Use are solely offered within Canada.

29. Assignment

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

30. No Waiver

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

31. Harm to Computer Systems/Data

You agree that we shall have no liability of any kind for viruses, worms, Trojan horses, or other similar harmful components that may enter your computer by downloading information, software, or other materials from the Greenspace Platform.

32. Applicable Laws

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

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

33. Notice

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

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

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

Last Update: May 13, 2021