Terms & Conditions for Individuals
A note about our corporate structure: Kii Health (Santé) Canada Inc. (“Kii Health”, “we”, “us”, “our”) provides a number of software and services to our many clients. For the Services (defined below) referred to in these Terms & Conditions for Individuals, we understand that the data collected and the subject matter are particularly sensitive. To that end, the Therapy Services (defined below) are offered by HumanaCare (Powered by Snapclarity Inc.), while the Coaching Services (defined below) are offered by Kii Health (Powered by Snapclarity Inc.). Snapclarity Inc. (“Snapclarity”) is the division of Kii Health that is dedicated to processing the data collected in connection with the Services.
THESE TERMS AND CONDITIONS FOR INDIVIDUALS (THIS “AGREEMENT”) GOVERN YOUR ACCESS AND USE OF THE SNAPCLARITY WEBSITE LOCATED AT WWW.SNAPCLARITY.COM (THE “WEBSITE”) AND YOUR ACCESS AND USE OF THE SNAPCLARITY MOBILE APPLICATION OR WEB BROWSER-BASED APPLICATION, AND ANY INFORMATION, TEXT, GRAPHICS, PHOTOS OR OTHER MATERIALS UPLOADED TO, DOWNLOADED FROM OR APPEARING THEREON (COLLECTIVELY REFERRED TO AS THE “PLATFORM”). BY CLICKING ON THE BOX, YOU ACCEPT AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT DO NOT CLICK ON THE BOX.
You hereby certify that you are: (i) over the age of eighteen (18) or are at least thirteen (13) years of age AND have the legal ability to consent to therapy or have your parent/guardian consent to therapy, and (ii) physically located in, or are a resident of, the province, state or country you have chosen as your current place of residence when creating your User Account (defined below). You agree to provide your personal contact information and/or the contact information of a close family member/relation (“Contact Information”) to your Provider (defined below) to act as an information source to be used in case of a mental health crisis or other emergency where knowledge of your location is crucial. You acknowledge that your ability to access and use the Services is conditioned upon the accuracy of the information you provide regarding your age, place of residence and Contact Information and that the Providers you access are relying upon this certification in order to interact with you and provide the Services.
THE PLATFORM AND APP ARE NOT INTENDED TO PROVIDE MEDICAL ADVICE AND ARE NOT DESIGNED FOR USE IN EMERGENCY SITUATIONS. DO NOT USE THIS SERVICE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY CALL 9-1-1 OR GO TO YOUR LOCAL EMERGENCY DEPARTMENT AT THE NEAREST HOSPITAL. IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS OR IF YOU FEEL THAT YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER, CALL 9-1-1.
1. DESCRIPTION OF THE SERVICES
1.1 Services. Snapclarity provides users (“Users”) access to mental health counsellors and therapists (“Therapists”) by secure real-time text and video communication for mental health consultations (“Therapy Services”), connects Users with mental health coaches (“Coaches”, and together with Therapists, “Providers”) and access to support staff (“Support Staff”) for related administrative support services (“Support Services”). For the purposes of this Agreement, the Therapy Services, Coaching Services, Support Services and any other services that may be provided by Snapclarity are collectively referred to as the “Services”. The Content (defined below) should not be considered medical advice. You should always speak with an appropriately qualified health care professional for medical information, including diagnosis, treatment and recommendations for medications, where warranted. None of the Content represents or warrants that any particular medication or treatment is safe, appropriate, or effective for you. Without limitation, Snapclarity does not recommend or endorse any specific tests, providers, medications, products or procedures. For the purposes of providing Services and purposes consistent with those purposes, Snapclarity and Providers may collect and use personal information that is provided by Users during telehealth consultations or uploaded by Users to the Platform to complete and update online profiles and personal health histories maintained in secure user accounts (each, a “User Account”). Your personal information may include information or records regarding your medical or health history, health status and laboratory testing results, diagnostic images, and other health-related information. Your personal information may be contained in medical records, treatment and examination notes, and other health-related records provided by you and maintained by Providers. Neither Snapclarity nor any Providers collect or use personal information for any purpose other than providing and facilitating the provision of Services, ensuring and improving upon quality of care, and, in de-identified form, for trending, utilization patterns and research, or for objectives consistent with those purposes, as set out in our Privacy Policy at https://www.snapclarity.com/privacy-policy.
1.2 Register. To access the Services on the Platform you will need to register by creating a User Account and will need to provide your name, Contact Information and a password that you select. You will also need to disclose your personal information to Providers and Support Staff to enable them to provide appropriate Services. We use your personal information to identify who you are, communicate with you, and otherwise administer your use of the Platform to receive Services.
By providing or uploading any of your personal information to the Platform, Providers or Support Staff, you are consenting to the collection, use and disclosure of your personal information for the purposes of receiving Therapy Services, Coaching Services and/or Support Services and for purposes that are consistent with those purposes. You agree the information provided is true, accurate, current and complete information about yourself. If you provide any information that is untrue, inaccurate, not current or incomplete, or Snapclarity has reasonable grounds to suspect that any information provided by you is untrue, inaccurate, not current or incomplete, Snapclarity reserves the right to suspend or terminate your User Account and refuse any and all current or future use of the Platform or provision of Services to you. You shall at all times remain responsible for maintaining the confidentiality of your User Account password and any other security information related to your User Account. Snapclarity will not be liable for any loss that you incur as a result of someone else using your User Account, either with or without your knowledge. Only the Providers and Support Staff will have access to your personal information, and neither Snapclarity nor any other party associated with Snapclarity will disclose your personal information to any third party except as may be required by law or as outlined in our Privacy Policy and any consent you have provided Snapclarity to collect, use or disclose your personal information in connection with providing you access to or use of the Platform or Services. Snapclarity will share limited personal information with your benefit provider if you receive Services using the Platform in connection with your employment benefits. Your personal information will be securely and digitally stored on servers physically located in your country of residence. Snapclarity uses advanced encryption technology and other security protocols to protect your personal information and the privacy of your online consultations with Providers and Support Staff. You acknowledge that there are inherent risks, however remote, associated with the use of any technology, including the Platform, that could cause security protocols to fail or be breached, and that could result in the unauthorized collection, use or disclosure of your personal information. Snapclarity will notify you, to the extent required by the law, of any security protocol failure or breach that has resulted in the unauthorized collection, use or disclosure of your personal information. We will not be responsible for any damages you or any third party may suffer as a result of the transmission of confidential information that you make available to us through the Internet, or that you expressly or implicitly authorize us to make, or for any errors or changes made to any information transmitted through the Internet.
The Services are available for use by children at the discretion of the Providers or Support Staff. The User Account for all patients under the age of thirteen (13) (“minors”) must be set up in the name of the minor’s parent or legal guardian, who must be present or aware of all consultations with Providers. If you register as the parent or legal guardian on behalf of a minor, you are fully responsible for complying with this Agreement. Minors may only use the Platform and receive Services under the direct knowledge of their parent or legal guardian.
1.3 Persons under thirteen (13) years old. We do not knowingly allow minors to create their own User Accounts to access to our Services. Minors may access the Platform or receive Services at the discretion of Providers using their parent or legal guardian’s User Account and, in the presence, or with the knowledge of that parent or legal guardian. Snapclarity does not intentionally collect personal information of minors. If we discover that we have collected personal information from a minor, we will delete that information immediately.
1.4 Purchase of Services. If you choose to purchase Services, we may collect your payment information such as your name, address, phone number, email address, billing address, and payment method information. This information is used to process and maintain your subscription.
1.5 Quality of Care. If you access the Platform or receive Services, your personal information may be accessed and used by Support Staff to improve the quality of Services provided by Providers. Your personal information may also be used to create de-identified information such as aggregate statistics relating to the use of the Platform and Services.
1.6 Employer Sponsored Benefit Plans. If you access the Platform or receive Services as a health-related benefit in connection with your employment, limited amounts of your personal information may be disclosed to your benefit provider so that they can understand how individuals are utilizing the resources and services available to them through the employer sponsored benefit plan.
1.7. Providing content in Canada’s official languages. The Official Languages Act, the Official Languages (Communications with and Services to the Public) Regulations and Treasury Board policy requirements establish when we use both English and French to provide Services to or communicate with members of the public. When there is no obligation to provide information in both official languages, content may be available in one official language only. Information provided in a language other than English or French is only for the convenience of our visitors.
1.8 Contact Us. When you contact us with a comment, question or complaint, you may be asked for information that identifies you (such as your name, address, and a telephone number) along with additional information we need to help us promptly answer your question or respond to your comment or complaint. We may retain this information to assist you in the future and to improve our customer service, service offerings, and our Services. We will keep your information confidential except where disclosure is required or permitted by law (for example to government bodies and law enforcement agencies or during an emergency circumstance as judged by your Provider working with local authorities). Generally, we will only use your information within our company. However, sometimes we use third parties to process your information (such as credit card payment providers). We will require these third parties to comply strictly with our instructions and we will require that they not use your personal information for their own business purposes. Snapclarity stores data only for as long as it is necessary to provide products and services to you and others, including those described above and for legal protections or as required by applicable laws and regulations.
2. LICENSE
2.1 License for Platform. Snapclarity grants to you and you hereby accept, subject to payment by you of the Fees (defined below), if applicable, and subject to the terms and conditions contained herein, a limited, non-transferable, non-exclusive, worldwide, and revocable license, without the right to sublicense, to access and use the Platform and to access and use (a) the Services, and (b) all material, information and technology offered as part of the Platform including but not limited to documents, articles, questionnaires, reports, software, graphics, text, images and logos, algorithms, processes, user interfaces, designs and know-how (the “Content”) solely for your own personal use. You may download, print and reproduce the Content without modification for your own non-commercial, informational purposes provided you agree to maintain any and all copyright or other proprietary notices contained in such Content, and to cite the URL source of such Content.
2.2 License for Website. Snapclarity grants to you and you hereby accept, subject to the terms and conditions contained herein, a limited, non-transferable, non-exclusive, worldwide, and revocable license, without the right to sublicense, to access and display the Website and its publicly available content solely for your own personal use.
2.3 Restrictions. You acknowledge that the Website, the Platform and the Content, constitute valuable intellectual property of Snapclarity and its licensors. You agree that, except as otherwise set out in this Agreement, you will not: (i) copy or use the Website, the Platform or the Content; (ii) alter, modify, duplicate, translate, de-compile, reverse engineer, or attempt to recreate the, Website, the Platform or the Content, in whole or in part, or attempt to circumvent any technological measure implemented by Snapclarity to protect the Website, the Platform or the Content, as applicable; (iii) modify or create any derivative works from the Website, Platform or the Content, or any part thereof; (iv) merge the Platform or the Content with any other software; (v) disclose to any third party any performance information or analysis relating to the Platform or the Content; (vi) license, sublicense, sell, convey, assign, transfer, give, lend, rent, transfer or otherwise grant any right to any of the Website, the Platform or the Content, or any of your rights hereunder, in whole or in part, voluntarily or involuntarily, by operation of law or otherwise, to any person, individual, legal or personal representative, partnership, company, corporation, syndicate, association, trust or governmental body; (vii) build an identical product to the Platform or a product with similar ideas, features and functionality as the Platform; (viii) harvest or otherwise collect or store any information (including personal information) about other Users of the Services, including but not limited to email addresses, without the express consent of such Users, or alter any transmission data; (ix) for the purpose of misleading others, creating a false identity of the sender or the origin of a message, forging headers or otherwise manipulating identifiers in order to disguise the origin of any material transmitted through the Platform or in connection with Services; (x) upload, post, email or otherwise transmit any material that constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or commercial electronic message; (xi) use any means to scrape or crawl any pages of the Website or Content contained in the Platform; or (xii) copy any ideas, features or functions of the Platform. You agree to retain, on all copies of any Content you download from the Platform, all copyright and other proprietary notices contained in such Content. The Website, the Platform and the Content are protected by Canadian and worldwide copyright laws and treaty provisions. You agree to comply with all copyright laws worldwide in your use of the Website, the Platform and the Content, and to prevent any unauthorized copying of the Content. Except as expressly provided herein, Snapclarity does not grant any express or implied right or license to you under any intellectual property right, including, without limitation, any patent, trade-mark, copyright, trade secret, industrial design or confidential information of Snapclarity or its licensors.
2.4 Updates and Upgrades. As a User of the Snapclarity mobile application (the “Mobile App”), you are entitled to receive software updates or upgrades for the Mobile App for your mobile device(s), and you may be required to install or allow installation of same as a condition of continued use of the Mobile App. Updates or upgrades can be necessary for reasons such as enabling new features or functionality, or enhancing security. You consent to receive updates and upgrades for the Mobile App automatically through the Internet without the need for Snapclarity to obtain further consent in each instance. The Mobile App may: (i) cause your device to automatically communicate with Snapclarity’s servers to deliver the functionality described in the product description or through new features as they are introduced, and to record usage metrics; (ii) affect preferences or data stored in your mobile device; and (iii) collect personal information as set out in our Privacy Policy located at https://www.snapclarity.com/privacy-policy . You can withdraw your consent at any time under certain conditions, please contact us at privacy@kiihealth.ca . We will not be responsible if an update or upgrade negatively affects how your installation of the Mobile App works if this is caused by your own equipment (such as your mobile device or broadband not supporting the update or upgrade).
3. YOUR DATA
3.1 Your Data. In connection with providing the Services, we are required to collect your data, including your personal information and sensitive health information. At Snapclarity, we take your privacy seriously. For a detailed overview of how we collect, use, protect and share your personal information when you use the Services, please see our Privacy Policy at https://www.snapclarity.com/privacy-policy. Please read this Privacy Policy carefully to understand our policies and practices regarding your personal information.
3.2 De-Identified Information. All de-identified aggregate data, meta-data and research data collected by Snapclarity through your use of the Services remains the sole property of Snapclarity. Research data is used in non-identifiable aggregate form, that is, as a statistical measure, but not in a manner that would identify you personally. Snapclarity may share some or all of this research data with third parties in connection with joint or outside research, analytics, or similar purposes. You shall not request Snapclarity to remove or delete any of such de-identified data. For clarity, 'meta-data' means information used for event logging as a security safeguard, and 'research' data means ‘usage data’ on product use, none of which can be used to personally identify you.
4. FEES
4.1 Fees You will pay Snapclarity all fees incurred by you from time to time for the Therapy Services, including, without limitation, subscription fees and fees for mental health consultations (the “Fees”). You will pay the Fees and any other charges you incur by electronic payment methods identified during the subscription process. Snapclarity may require you to provide and keep updated during the Term (defined below) the details of a current and valid credit card, debit card, PayPal account, Apple Pay, or other payment method (“Payment Method”) that is acceptable to Snapclarity in its sole discretion. You agree to pay all Fees and other charges, if any, associated with your User Account on a timely basis. You agree to pay such fees, charges and penalties (including costs and expenses related to the collection by Snapclarity of overdue payments) as Snapclarity may from time to time set out on the Platform in respect of late or delayed payments, or declined or unsuccessful payments. You hereby authorize Snapclarity to charge any Fees and other charges that become due and payable by you to the Payment Method. You agree to maintain a valid Payment Method in your User Account at all times. Snapclarity reserves the right to terminate your access to the Services if you fail to pay any Fees when due or if you provide false or fraudulent billing or contact information during the subscription process. Snapclarity reserves the right to amend its fee structure from time to time without notice to you.
If you access the Services through an employer sponsored benefit plan or other insurance backed plan, your payment will be arranged by a third party “Payor” which is a third party that administers or ensures the benefit program you are a member of through your employer. In this instance, you may still be responsible for co-payment or payment for additional services as set out below.
>4.2 Provider Fees. The Providers providing consultations through the Platform are also compensated for such services and for administrative fees. To that end, part of your Fees, accounted for separately, is remitted to the Provider for the direct clinical services provided to you. Regardless of any payments made, Snapclarity does not hold itself out as your direct provider of Therapy Services or Coaching Services as that is the role of your licensed, network accredited Provider.
4.3 Third Party Payment Processing. Payments are processed on behalf of Snapclarity by a third-party payment processor using their secure site.
4.4 Taxes. All Fees and other charges specified in this Agreement are exclusive of all applicable goods and services taxes and any other taxes imposed or levied by any government or government agency, including sales or use taxes (the “Purchase Taxes”). You will pay all Purchase Taxes, other than taxes on Snapclarity’s net income, as a result of the transactions contemplated by this Agreement.
4.5 Covered Fees. If a third party (such as an employer or supplemental health insurance provider) has arranged with Snapclarity to pay the Fees or any portion of the Fees, or if the Fees are pursuant to some other arrangement with Snapclarity, any corresponding adjustments or reduction to your Fees will be reflected in the Fees that you are ultimately charged.
5. YOUR RESPONSIBILITIES
5.1 Age. You acknowledge that you are at least thirteen (13) years of age.
5.2 User Account. You are responsible for all of the activity associated with your User Account and for maintaining the confidentiality and security of the user’s name and password associated with your User Account. You agree to notify Snapclarity immediately in the event of any unauthorized use or access of your User Account or password, or if you suspect your User Account or password has been compromised in any way. You agree not to misrepresent yourself in order to gain access to the Services. You are responsible for promptly advising Snapclarity of any change in your billing or contact information.
5.3 Applicable Laws. You must abide by all applicable local, provincial and federal laws and all relevant treaties and directives in your use of the Platform or Services.
5.4 Limiting Access. You will not permit any person other than you, or, if you are the parent or legal guardian of a minor on whose behalf you created a User Account, that minor, to access or use the Platform or the Services. If you are the parent or legal guardian of a minor and you have created a User Account on behalf of that minor, that minor may only access or use the Platform or the Services if you are aware of or present during such access or use. You represent that you are not a competitor of Snapclarity and agree that you will not knowingly allow competitors of Snapclarity to access or use the Platform or the Services.
5.5 Electronic Communication. By accessing or using the Platform or the Services, you agree to receive text messages, emails and push notifications relating to the Services. You will be charged your mobile telephone network provider’s standard rate for receiving these text messages, and standard wireless and data charges will apply to any emails or push notifications. Snapclarity does not charge you for this correspondence. Your mobile telephone network provider may impose text message, standard wireless and data charges or charge limitations which are beyond our control and for which you will be solely responsible. You warrant that you are the owner of the mobile telephone or device to which you have requested the text messages, emails and push notifications be sent and that you have the authority to authorize such charges and will be solely responsible for any and all costs incurred in connection with or associated with same.
5.6 No Responsibility. Snapclarity accepts no responsibility and will not be held liable for any delays, performance issues, stoppages, outages, increased costs or other similar events relating to the Platform, or any part thereof, including, without limitation, delays or failures in your receipt of any text messages, emails or push notifications, as delivery is subject to effective transmission from your mobile telephone network provider and processing by your mobile telephone or device. We reserve the right to suspend or terminate the text messaging service without notice to you.
6. THIRD PARTIES.
6.1 Third Party Links. The Platform may contain hyperlinks to websites managed by third parties. These links are provided for convenience only. Snapclarity has no control over websites owned by third parties and Snapclarity makes no representation or warranty regarding, and does not endorse, any linked websites, the information appearing thereon or any of the products or services described thereon, or the linked-party sources (including any viruses access through them), the quality of the products or services offered, the security of performing transactions on those websites or the privacy policies on the websites in question. Links do not imply that Snapclarity sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trade-mark, trade name, logo or copyright symbol displayed on or accessible through the links or that any linked website is authorized to use any trade-mark, trade name, logo or copyright symbol of Snapclarity. You agree that Snapclarity will have no liability whatsoever to you for any damages arising from your access or use of such third-party websites.
6.2 Content. The Platform may from time to time contain Content provided, posted or offered by third parties. You agree that Snapclarity will have no liability whatsoever to you for any such third-party Content.
6.3 Enterprise Programs or other Network Benefit Programs. In addition to the registration described above, access to the Services through an employer sponsored benefit plan or other insurance backed plans may require you to provide additional registration information. This information is collected to confirm your eligibility with the benefit administrator and is not shared with your Provider (who will collect your contact information separately). Further, your employer or the employer of the subscriber of your benefits will not be provided this information (you likely already gave them similar information in your employee file unless you are a family member of an eligible employee) and your employer will not be told that you or your family member are using the Services unless such information is shared by you or as part of a pre-arranged special program. Information will be collected in accordance with our Privacy Policy and any consent you have provided Snapclarity to collect, use or disclose your personal information in connection with providing you access to or use of the Platform or Services.
7. APP STORE
7.1 App Store. When you download the App, you may do so through a third party’s platform such as Google Play or the Apple App Store (an “App Store”, and such App an “App Store Sourced Application”). You acknowledge that the terms of this Agreement are between you and us and not with the owner or operator of the App Store (“App Store Owner”). As between the App Store Owner and us, we, and not the App Store Owner, are solely responsible for the Platform, including the App, the Content, maintenance, Support Services, and warranty, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store Owner in connection with the Platform, including the App. The following applies to any App Store Sourced Application:
7.2 Additional Terms & Conditions (Apple). The following terms apply to the iOS version of our App:
8. OWNERSHIP
8.1 Ownership of Software. Snapclarity and its licensors own all right, title and interest in, to and associated with the Platform and the Content, including, without limitation, all copyrights, trademark rights, trade secrets, patents, industrial designs and other intellectual property rights therein, thereto and associated therewith. Upon termination of this Agreement, unless otherwise provided herein, all of your rights in connection with the Platform and the Content, including but not limited to the right to access and use the Platform and the Content, will terminate immediately.
8.2 Ownership of Website. Snapclarity and its licensors own all right, title and interest in, to and associate with the Website and all material and information appearing on or forming part of the Website, including, but not limited to, text, images, graphics, designs, audio, video, software, trademarks, trade name and logos, including, without limitation, all copyrights, trademark rights, trade secrets, patents, industrial designs and other intellectual property rights therein, thereto and associated therewith.
8.3 Trade-marks. Except as expressly authorized herein, the trade-marks, trade names, logos and company names of Snapclarity or any of its affiliates and licensors used as part of the Website, the Platform or the Content may not be copied, imitated or used, in whole or in part, without the prior written consent of Snapclarity or any such affiliate or licensor (as applicable). Other products, services logos and company names mentioned as part of the Website, the Platform or in the Content may be the trade-marks of their respective owners.
8.4 Proprietary Notices. You agree not to alter, remove, deface or destroy any copyright, trade-mark or proprietary markings or confidential legends placed upon or contained in the Website, the Platform or the Content or in or on any related material.
8.5 Suggestions. Your suggestions, comments or feedback regarding any current or proposed features, functionality, or performance, including, without limitation, any improvements on the existing features, functionality, or performance, for the Website or the Platform, whether or not they are subsequently incorporated into the Website or the Platform by Snapclarity, its affiliates and/or its suppliers or licensors, shall be the sole and exclusive property of Snapclarity, its affiliates and/or its applicable supplier or licensor, and you hereby assign and transfer, and agree to forthwith assign and transfer, any intellectual property rights that may subsist therein to Snapclarity. You agree to promptly execute within thirty (30) days of receipt any assignment documents that confirm or transfer to Snapclarity, its affiliates and/or its suppliers or licensors any intellectual property rights that are the exclusive right of Snapclarity under this Agreement. You agree to waive any and all claims to any moral rights that you may now or hereafter have in any jurisdiction with respect to any copyright protected work that is the exclusive right of Snapclarity, its affiliates and/or its suppliers or licensors pursuant to this Agreement.
9. WARRANTIES
9.1 Content. THE CONTENT MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL ERRORS. SNAPCLARITY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY OR COMPLETENESS OF THE CONTENT (INCLUDING ANY ASSESSMENT OR REPORT PROVIDED BY US TO YOU) OR INFORMATION ACCESSIBLE WHILE USING THE PLATFORM, OR THE RELIABILITY OF ANY ADVICE, OPINION, TREATMENT, MEDICATION, STATEMENT OR OTHER INFORMATION PROVIDED BY A PROVIDER THROUGH THE PLATFORM. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY OF THE FOREGOING AND YOUR USE OF THE PLATFORM AND THE CONTENT WILL BE AT YOUR SOLE RISK. SNAPCLARITY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PART OF THE PLATFORM OR IN ANY PORTION OF THE CONTENT. SNAPCLARITY MAY MAKE ANY OTHER CHANGES TO THE PLATFORM AND THE CONTENT AT ANY TIME WITHOUT NOTICE IN ITS SOLE DISCRETION.
9.2 General Warranty. Snapclarity warrants that (i) Snapclarity has the right to enter into this Agreement; (ii) to Snapclarity’s knowledge, neither the Platform nor the Content infringes upon the Proprietary Rights of any third party; (iii) to Snapclarity’s knowledge, there are no liens, encumbrances or claims pending or threatened against Snapclarity or that adversely relate to the rights or licenses granted in this Agreement or to the Platform or the Content. For the purposes of this Agreement, “Proprietary Rights” means any or all intellectual property and other property or proprietary rights, including, without limitation, patents, copyrights, trade secrets, industrial designs and trademarks.
9.3 Warranty Disclaimer. EXCEPT FOR THE WARRANTIES IN THIS SECTION 9, THE PLATFORM, THE APP AND THE CONTENT ARE PROVIDED “AS IS” AND SNAPCLARITY AND ITS LICENSORS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SNAPCLARITY DOES NOT WARRANT THAT THE PLATFORM, THE APP AND/OR THE CONTENT WILL MEET YOUR REQUIREMENTS, THAT THE PLATFORM, THE APP AND/OR THE CONTENT WILL BE FREE FROM ERRORS OR FUNCTION WITHOUT INTERRUPTION, THAT ANY STORED DATA OR CONTENT WILL BE ACCURATE OR RELIABLE NOR THAT ANY OF YOUR DATA CAN BE RESTORED FROM ANY PARTICULAR BACKUP PROCEDURE. SNAPCLARITY DOES NOT WARRANT THAT USE OF THE PLATFORM WILL ENABLE YOU TO ACHIEVE ANY PARTICULAR RESULT OR RESULTS.
10. ACKNOWLEDGEMENTS – NO MEDICAL ADVICE
10.1 While the Platform and the Services may provide access to certain general medical information, the Platform and 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 Platform. If you have or suspect that you have a medical problem or condition, please contact a physician or other regulated health professional immediately.
10.2 Snapclarity does not directly employ the Therapists matched through the Therapy Services. Snapclarity created a digital health network of virtually trained and accredited Therapists. The Snapclarity digital health network only works with independent, registered/certified/ licensed, insured and vetted professional Therapists.
Your relationship with the Therapist is strictly with the Therapist. Snapclarity is not involved in the Therapist-User relationship and does not interfere, validate or control the Therapist’s treatment unless advocating on behalf of you when following up on a particular complaint. Snapclarity employs the most advanced data science available to offer the Therapist the best digital tools to practice. Snapclarity conducts quality assurance checks of its digital health network to study such critical issues as Therapist availability, response times, and the number and duration of therapeutic interactions. All that stated, you are always advised to exercise a high level of care and caution in the use of Snapclarity’s digital health network of Therapists as you would making any mental health or medical decision. You should never disregard, avoid, or delay obtaining medical advice from your primary doctor or other qualified healthcare professional or by using or combining Snapclarity with traditional face-to-face appointments; solely because of information you saw on the Platform or advice you received through a Therapist.
10.3 Mental health care services are provided exclusively by mental health practitioners. Snapclarity supports mental health practitioners by providing them with a license to use our intellectual property rights.
10.4 Snapclarity requires Therapists to represent and warrant that that they are in good standing with their respective regulatory college and to immediately advise Snapclarity of any changes to such status.
10.5 Snapclarity conducts limited credential checks and other verifications of Therapists and the information they have provided to Snapclarity. However, Snapclarity is not responsible for certifying mental health practitioners, makes no representation regarding the accuracy of Therapists’ credentials, and expressly disclaims any liability for fraudulent mental health practitioners or claims by Therapists. In addition, changes in your Therapist’s professional status may be made after we perform an initial credential check. We recommend that you separately confirm that your Therapist is in good standing with his or her respective regulatory college. Unless otherwise agreed by Snapclarity, the Therapy Services described in this Agreement are solely offered within Canada and U.S., while the Coaching Services are solely offered within Canada.
10.6 If you want to access personal information beyond what Snapclarity makes available to you on the Platform, you will need to contact us directly. For more information, please see our Privacy Policy at https://www.snapclarity.com/privacy-policy .
11. LIMITATION OF LIABILITY
11.1 IN THE EVENT OF ANY PROBLEM WITH THE PLATFORM, THE CONTENT OR THE SERVICES, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE PLATFORM AND THE SERVICES. IN NO EVENT WILL SNAPCLARITY OR ANY LICENSOR, SUPPLIER, OR ANY THIRD PARTY WHO PROMOTES THE PLATFORM OR THE SERVICES OR PROVIDES YOU WITH A LINK TO THE PLATFORM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF DATA AND LOSS OF PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, OR YOUR ACCESS TO OR USE OF THE PLATFORM, THE CONTENT OR THE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY THE PLATFORM OR ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE PLATFORM, THE SERVICES OR ANY CONTENT. IN ADDITION, EXCEPT WITH RESPECT TO CLAIMS BASED ON WILFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT WILL SNAPCLARITY BE LIABLE FOR ANY DAMAGES OF ANY KIND GREATER THAN THE LESSER OF: (I) $10,000 AND (II) THE AMOUNT PAID TO SNAPCLARITY HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE. SNAPCLARITY WILL NOT BE LIABLE FOR ANY DELAYS OR DAMAGES ATTRIBUTABLE TO PROBLEMS INHERENT IN INTERNET, WIFI, CELLULAR AND ELECTRONIC COMMUNICATION. THESE LIMITATIONS WILL APPLY EVEN IF SNAPCLARITY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF THIS SECTION WILL APPLY EVEN IN THE EVENT OF A FAILURE OF THE ESSENTIAL PURPOSE OF THIS PROVISION.
11.2 To the extent permitted by applicable law, Snapclarity will not be liable for the deletion of, correction to, destruction of, damage to, loss of or failure to store any information or data uploaded to the Platform or provided by you (“Your Data”).
12. INDEMNIFICATION
12.1 Indemnification by Snapclarity. Snapclarity will indemnify, defend and hold you harmless from any claims, demands, liabilities, losses, damages, judgments or settlements, including all reasonable costs and expenses related thereto including legal fees, directly or indirectly resulting from any claimed infringement or violation by Snapclarity of any Proprietary Right with respect to the Platform or the Content; provided, however, that the foregoing notwithstanding, Snapclarity’s obligation to indemnify will not apply to an infringement or violation that is attributable to any unauthorized use, access or modification of the Platform or Content by you.
12.2 Cooperation. Notwithstanding Section 12.1 of this Agreement, Snapclarity is under no obligation to indemnify and hold you harmless unless (i) Snapclarity receives notice of the suit or claim from you and is furnished with a copy of each communication, notice or other action relating to said claim promptly after you receive such notice and each such communication; provided that, failure to deliver timely notice will not relieve Snapclarity of its obligations hereunder unless Snapclarity is materially prejudiced by such failure; (ii) Snapclarity will have the right to assume sole authority to conduct the defence or settlement of such claim or any negotiations related thereto at Snapclarity’s expense; and (iii) you will provide reasonable information and assistance as requested by Snapclarity in connection with such claim or suit, at Snapclarity’s cost and expense.
12.3 Indemnification by You. You will indemnify, defend and hold Snapclarity harmless from any claims, demands, liabilities, losses, damages, judgments or settlements, including all reasonable costs and expenses related thereto including legal fees, directly or indirectly resulting from (a) any allegation that you have engaged in conduct, which if true would breach your warranties or obligations under this Agreement; (b) any allegation that Your Data infringes the Proprietary Rights of any third party; (c) your negligence, willful misconduct or fraud; and (d) any violation by you of any privacy laws, regulations and directives relating to the collection, use or disclosure of any personal information provided to Snapclarity hereunder. Snapclarity reserves the right to participate in the defence of any such claim and to be represented by counsel of its choice.
13. TERM AND TERMINATION
13.1 Term. This Agreement will commence on the day you first use the Platform and will continue in force until terminated by either party as described below (the “Term”). Either party may terminate this Agreement as follows: (1) Snapclarity may terminate this Agreement at any time and with immediate effect by giving notice to you, at Snapclarity’s discretion, by email (at your current email address on file with Snapclarity) or through the Platform; and (2) you may terminate this Agreement at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Platform) that your User Account be deleted or deactivated, ceasing use of the Platform and uninstalling and removing all local software components thereof from your systems.
We are not liable to you or any other party for any termination of your User Account or access to the Platform. Termination of your User Account will not modify, change or void any payment obligations you may have incurred through your use of the Platform, whether such obligations are to us, a Provider or a third party.
We reserve the right, in our sole discretion, (but have no obligation under this Agreement) to investigate and take appropriate action, including legal action, against you if you violate any of the terms and conditions of this Agreement, including suspending or terminating your User Account and reporting you to law enforcement authorities.
We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any materials on or through the Platform. You waive and hold harmless Snapclarity from any claims resulting from any actions taken by Snapclarity during or as a result of its investigations and from any actions taken as a consequence of investigations by either Snapclarity or law enforcement authorities.
13.2 Termination Upon Default. The non-breaching party may terminate this Agreement in the event that the other party materially defaults in performing any obligation under this Agreement and such default continues and is not remedied for a period of five (5) days following written notice of default.
13.4 Survival of Certain Terms. All provisions of this Agreement reasonably required to survive termination, including, without limitation, Sections 8, 12 and 14, will survive termination of this Agreement. All other rights and obligations of the parties will cease upon termination of this Agreement.
13.5 Effect of Termination. Upon termination of this Agreement for any reason your access to the Platform will end immediately and your User Account will be disabled. For a period of thirty (30) days following termination of this Agreement for any reason, Snapclarity will make available to you a file of Your Data if you so request at the time of termination. You agree and acknowledge that Snapclarity is not obliged to retain non-health-related data, and after thirty (30) days following termination, may delete such data. Snapclarity is not liable to you or to any other party for any termination of this Agreement and for disablement of your User Account. Termination of access to the Platform and the Services will not modify or void any payment obligations you incurred through your use of the Platform of the Services.
14. CONFIDENTIAL INFORMATION
Neither party will use or disclose any Confidential Information (defined below) of the other party. A party receiving Confidential Information from the other party will use the highest commercially reasonable degree of care to protect that Confidential Information. The Services, the Platform and the Content, including methods, ideas or concepts utilized therein, and all proprietary or confidential information imparted in confidence by a disclosing party, whether or not marked as confidential, or otherwise obtained (directly or indirectly) by a receiving party or by any authorized persons of the receiving party (“Confidential Information”) will remain the sole property of the disclosing party unless otherwise agreed to in this Agreement, and will not be used or disclosed to any third party without the express written consent of the disclosing party (except to employees or consultants who are bound by a written agreement with such party to maintain the confidentiality of such Confidential Information in a manner consistent with this provision). Items will not be considered to be Confidential Information if they are (i) now or subsequently become available to the public other than by a breach of this Agreement or an agreement with the disclosing party; (ii) rightfully received from a third party not in breach of an obligation of confidentiality; (iii) independently developed by employees of the receiving party without access to the Confidential Information of the disclosing party; or (iv) rightfully known to the recipient at the time of disclosure. Neither party will be in breach of this Section for disclosing Confidential Information in compliance with an applicable law or a court order, provided the other party is given reasonable notice of such required disclosure and an opportunity to attempt to preclude or limit such disclosure. You agree that the terms and conditions of this Agreement will be considered to be Confidential Information of Snapclarity.
15. MISCELLANEOUS
15.1 Report Violations. You should report any security violations to us by sending an email to support@snapclarity.com
15.2 Notices. Any notice required or permitted hereunder will be in writing and will be given by electronic mail at info@snapclarity.com . Such notice will be deemed to have been received twelve (12) hours after it was sent.
15.3 Governing Law. For Canadian residents this Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. For U.S. residents this Agreement will be governed by the laws of the State of Delaware, without regard to any conflict of laws rules or principles. You irrevocably agree that the exclusive venue for any action or proceeding arising out of relating to this Agreement or our relationship with you, regardless of theory, shall be in the Province of Ontario and the federal laws of Canada applicable therein. You irrevocably consent to the personal jurisdiction of the aforementioned courts and hereby waive any objection to the exercise of jurisdiction by the aforementioned courts.
15.4 Force Majeure. Under no circumstances will either party be liable to the other for any failure to perform its obligations where such failure results from causes beyond that party’s reasonable control.
15.5 Entire Agreement and Waiver. This Agreement and all documents incorporated by reference herein, including any additional terms and conditions of purchase or sale, constitute the entire agreement between the parties with respect to its subject matter, and all prior agreements, representations, and statements with respect to such subject matter are superseded. This Agreement may be changed by Snapclarity upon notification to you. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such breaches and the waiver of any breach will not act as a waiver of subsequent breaches. You hereby agree that: (a) this Agreement operates in addition to any terms of use imposed or required by Apple Inc., Google, Inc., Microsoft, Inc. or any other App Store Owner from which you download the App (“App Provider Terms”); and (b) the terms of this Agreement supplement and do not alter or amend any such App Provider Terms.
Last Updated: April 29, 2025