Terms of Service
These Terms and Conditions (“Terms”) are entered into between you and Klarify Health Inc., its affiliates, parent companies and subsidiaries, (collectively, “Klarify”) and applies to any service provided by Klarify including but not limited to its applications, the website www.klarify.ca (the “Website”), including but not limited to related its domains and subdomains (collectively, the “Platform”), and all Klarify services provided to you through such technology (collectively, the “Services”).
BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION, BY CREATING AN ACCOUNT ON THE PLATFORM AND/OR BY USING THE PLATFORM AND/OR THE SERVICES YOU ARE AGREEING TO BE BOUND BY THESE TERMS.
IF YOU ARE USING THE SERVICES ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THE TERMS AND ARE AGREEING TO THE TERMS FOR THAT ORGANIZATION. WHERE YOU ARE USING THE SERVICES ON BEHALF OF AN ORGANIZATION, “YOU” AND “YOUR” REFER TO THE ORGANIZATION.
THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. IT AFFECTS HOW DISPUTES ARE RESOLVED. PLEASE READ IT CAREFULLY.
Platform Description
The Platform offers advanced AI-powered practice management services for practitioners (“Practitioners”) and their clients (“Clients”). For more information about the services, please visit klarify.ca. The Platform is available on the Website and utilizes Klarify’s integrated AI system. The Platform allows Practitioners to seamlessly integrate AI-powered tools into their practice and provides an elevated client experience without jeopardizing data security and privacy. Practitioners may provide access to their Clients to the Platform for online therapy sessions, post-session notes and session bookings and billings.
Access To the Platform AND THIRD PARTIES
2.1
Age of Access
You must be at least the age of majority in your jurisdiction or have consent from a parent or guardian in order to access and use the Services and represent and warrant that you have the right and authority to enter into and comply with the Terms.
2.2
Accounts and Login Information.
Use of the Services may require you to register a user account with Klarify or through a third party such as Apple or Google (each, an “Account”). You are responsible for managing and ensuring the security and confidentiality of the username and password used for your Account (“Login Information”). You are prohibited from sharing your Login Information or your Account. You must promptly notify Klarify of any unauthorized access to or use of your Account.
2.3
Accounts and Login Information.
When registering your Account (whether as a Free, Trial or a paid Subscription, as such terms are defined below) Klarify may collect a variety of personal verification information from you, including but not limited to your:
email address;
name;
date of birth;
payment information;
practitioner information;
third-party platform login information; and/or
any other information collected at the time of an Account registration.
Use of the Services in relation to the collection of personal data is also governed by a Privacy Policy.
2.4
Third Parties
Aspects of the Services may use and/or integrate third-party services, including but not limited to [Google Analytics, Posthog, Stripe, AWS, Stream.io, Nylas and Google Workspace, as well as third party links, to provide the necessary software and associated technology to provide the Service to Customer (each a “Third-Party Service”). Each Third-Party Service provider is not a party to these Terms and is not responsible for the provision or support of the Services. You hereby agree and acknowledge that your use and access to the Services is subject to the usage terms set forth in the applicable Third-Party Services’ end user license agreements, terms of use privacy policies and/or any other applicable policies of such Third-Party Services. You are strongly advised to read the terms, privacy policies and other legal documentation of any Third-Party Services that you visit or are integrated into the Services. You further agree and acknowledge Klarify has no control over, and assumes no responsibility for, the content, services, policies and/or practices of Third-Party Services.
2.5
Clients
As Clients of Practitioners who are using the Platform, the scope of the Services available to you shall be limited to the Subscription tier of your Practitioner and you will not be responsible for any fees associated with the Services. In the case your Practitioner ceases to use the Platform, you will continue to have access to your Account with limited features or you may connect with another Practitioner who uses the Platform to obtain full access to the Services.
FREE TRIALS, FEES AND PAYMENTS
3.5
Free Trial
The Platform offers the ability to undergo a free trial with limited access to the Platform (“Free Trial”). Upon conclusion of a Free Trial, you will no longer have access to such Platform services unless you upgrade your Account.
3.6
Fees
If you choose one of the options for a paid subscription on the Platform (a “Subscription”), Klarify will charge you a monthly fee at the start of each calendar month or at the start of each year for annual subscriptions (“Fees”), wherein such recurring Fee amount will be dependent on your choice of Subscription tier. Each Subscription tier offers differing levels of extra features and/or additional access to such extra features (collectively “Paid Content”), as further detailed on Klarify’s Website or as presented to you via other means such as by email. Subscriptions are billed in advance on a monthly recurring basis, depending on the type of Subscription you select when purchasing a Subscription.
At the end of each billing cycle, your Subscription will automatically renew on the same terms unless you cancel your Subscription prior to renewal. You may cancel your Subscription by contacting Klarify at info@klarify.ca. Klarify may, in its sole discretion, increase and/or adjust the Fees, which become effective at the end of the then-current billing cycle. Klarify will provide you with 30-day notice of any change in Subscription Fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Services after the Fee change comes into effect constitutes your agreement to pay the modified Fee amount.
3.7
Payment Information.
If purchase a Subscription, you may be asked to supply certain information relevant to your purchase to Klarify or to its Third-Party Service payment processors (including but not limited to Stripe via Services integration, including, without limitation, your full name, credit card number, credit card expiration date and your billing address. You represent and warrant that: (a) you have the legal right to use any credit card(s) or other payment method(s) in connection with your purchase; and (b) the information you provide Klarify and/or its Third-Party Service payment processors is true, correct and complete. By submitting payment information, you grant Klarify the right to provide such information to third parties, including but not limited to Stripe, to facilitate your purchase.
3.8
Cancellation or Termination of Payment.
Klarify reserves the right to refuse or cancel any purchase at any time for reasons including but not limited to: (a) suspected fraud, unauthorized or illegal transactions; (b) Services availability; (c) errors in the description or price of Fees; or (d) any other reason, or for no reason, as determined in Klarify’s absolute discretion. Klarify may provide a 5-day grace period for late payments, however, Klarify is not responsible or liable for any failure of or your inability to pay Fees, or any resulting loss or damage to you.
3.9
Refunds Policy.
Except when required by law or if warranted in Klarify’s sole discretion, all Fees, and all other amounts paid concerning the Services are non-refundable. Notwithstanding the foregoing, for annual Subscriptions only, Klarify may provide pro-rated refunds if annual Subscriptions are cancelled within the first 30 days of payment.
If you or Klarify cancel your Subscription prior to the end of a billing cycle, the Subscription shall remain accessible to you until the end of that billing cycle. Further, if you or Klarify deletes your Account, you may lose access to your Account, User Property (as defined below) and associated Paid Content.
3.10
Taxes
Klarify charges and collects taxes (including but not limited to sales, use and value-added), duties and charges as required by applicable law.
PROPRIETARY RIGHTS
4.5
Ownership and Rights.
Klarify retains all right, title and interest in the Service, including but not limited to copyrights, copyrightable works, patents, patent rights, trademarks, trade names and trade secrets, and in Accounts. These Terms do not convey any right, title or interest in, or constitute the sale of any right to, the Service.
4.6
User Property
You retain all right, title and interest in content and data owned or licensed by you that you provide or submit into the Services, including but not limited to information, text, images, audio, video and works of authorship of any kind (“User Property”). Klarify shall not use or access User Property except in connection with providing support for the Service and you hereby grant Klarify a limited and revocable license to use and access the User Property during the Term solely as necessary to facilitate the provision of Service. You represent and warrant that: (i) the User Property is yours or you have authority to use it; and (ii) all consents, licenses and rights necessary to license User Property to Klarify are obtained prior to providing or sharing any such User Property with Klarify.
4.7
User Feedback.
Klarify may use information received from surveys, reviews, rating, comments or any other feedback, both solicited and unsolicited, that you provided Klarify (“Feedback”). By submitting Feedback, you agree that: (a) your disclosure is voluntary and free; (b) your Feedback does not contain the confidential or proprietary information of third parties; and (c) Klarify is free to use the Feedback without any compensation to you and to disclose the Feedback on a non-confidential basis or otherwise to anyone
USE OF THE SERVICES
In connection with Services, you shall not and may not attempt to:
knowingly provide false or inaccurate information to Klarify;
conduct in a manner, upload or generate content that may directly or indirectly cause harm to yourself or others while using the Services including but not limited to weapon development, military, warfare, destruction of critical infrastructure, self-harm and eating disorders;
conduct in a manner, upload or generate content that relates to economic harm to yourself or others including but not limited to multi-level marketing, gambling, payday lending and automated determinations of eligibility for credit, employment, educational institutions or public assistance services;
mirror, decompile, disassemble or reverse engineer the Services or otherwise attempt to derive the Service source code or gain unauthorized access to the Services;
alter, change or circumvent security related aspects of the Services;
use any automated system (bot, spider, etc.) to access the Services;
upload or transmit viruses, worms, Trojan horses, time bombs, cancel bots, spiders, malware, or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Klarify or the Services;
reproduce, rearrange, modify, change, alter, translate, create derivative works from, display, perform, publish or distribute the Services;
break, disrupt or attempt to break or disrupt any device used to support the Services or other’s experience or knowingly exploit a flaw or bug in the Services;
frame or mirror any part of the Services or use meta tags, code or other devices containing any reference to Klarify or the Services in order to direct any person to any other website for any purpose;
collect or provide to third parties information or data provided through the Services;
store or transmit material that is infringing, libelous, unlawful or in violation of any person’s rights;
harass, abuse, stalk, dox, threaten or impersonate any person;
generate hateful, harassing or violent content;
upload any obscene, nude, pornographic, sexually explicit or other offensive or illegal content;
sell, lease or sublicense the Services, or access thereto, or information presented through the Services, unless expressly permitted by Klarify;
use the Services in connection with any political or commercial endeavors, except as expressly permitted by these Terms;
promote, encourage or undertake illegal activity; or
infringe or violate third-party rights including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information,
as determined by Klarify in its sole and absolute discretion.
TERM, Suspension and Termination
6.5
Term
Unless otherwise specified in writing by Klarify, these Terms are effective (the “Effective Date”) when a user first accesses the Services and continues until terminated according to the Terms (“Term”).
6.6
Suspension and Termination.
Klarify may suspend, terminate and/or modify the terms of your access to the Services including but not limited to the Platform, and/or any license granted to you in these Terms, without notice or compensation to you, wherein Klarify will also not be liable to you or any third party for any related loss incurred, at any time for any reason (or for no reason) including but not limited to technical issues or non-compliance with the Terms. Klarify has sole discretion to lift a suspension or reverse a termination. You may terminate access by ceasing access to the Services, and then notifying Klarify using the contact information provided below. Your access to the Services including but not limited to the Platform, automatically terminates upon the earliest of the date: (a) you or Klarify terminates access; or (b) of your non-compliance with these Terms. Your access to additional Paid Content will cease upon your exhaustion of permissions of such Paid Content, after which you may choose to pay for a new paid Subscription or cease receiving access to such Paid Content. Cancellation or termination of your access to the Services including but not limited to the Platform does not release you from any liability associated with your obligations, representations and/or warranties pursuant to these Terms and/or any other relevant policy of Klarify.
PLATFORM UPDATES, DISCLAIMER and limitation of liability
7.5
Platform Updates
Klarify, in its sole discretion, may provide patches, updates and/or upgrades to the Services, including but not limited to the Platform. Klarify may also: (a) update the Services and Platform remotely without notifying you; (b) modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Platform and/or Services, in whole or in part, at any time, subject to any third-party contractual obligations placed on Klarify; and/or (c) modify, suspend, discontinue, substitute, replace and/or remove any feature of the Platform and/or Services (including but not limited to Paid Content). You hereby: (w) consent to Klarify applying patches, updates, and upgrades to the Platform and/or Services; (x) acknowledge that your use of the Platform and/or Services does not confer on you any interest, monetary or otherwise, in any content, aspect and/or feature of the Platform and/or Services; (y) acknowledge that any Platform data, settings, art and/or other data related to your use of the Platform may cease to be available to you via Klarify at any time without notice from Klarify, including without limitation after a patch, update, or upgrade is applied by Klarify; and (z) acknowledge that Klarify does not have any maintenance or support obligations with respect to the Platform and/or Services.
7.6
DISCLAIMER
THE SERVICES ARE PROVIDED TO YOU “AS IS” AND KLARIFY AND ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, “REPRESENTATIVES”), DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR COMPLIANCE WITH LAWS WITHIN YOUR JURISDICTION. WITHOUT LIMITING THE FOREGOING, KLARIFY MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SERVICES (INCLUDING BUT NOT LIMITED TO THE PLATFORM) WILL NOT INFRINGE ANY COPYRIGHT, PATENT, TRADEMARK LAW OR OTHER RIGHTS HELD BY A THIRD PARTY. FURTHER AND WITHOUT LIMITING THE FOREGOING, KLARIFY AND ITS REPRESENTATIVES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM, SERVICES PERFORMED AND PRODUCTS PROVIDED BY KLARIFY OR OTHER THIRD PARTIES, WILL COMPLY WITH APPLICABLE LAWS WITHIN YOUR JURISDICTION, MEET YOUR REQUIREMENTS, NOT CAUSE DAMAGE TO YOU, YOUR PROPERTY OR PROPERTY OF OTHERS, OR THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE AND ERROR FREE. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY KLARIFY AND/OR ITS REPRESENTATIVES WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICES.
7.7
LIMITATION OF LIABILITY
KLARIFY AND ITS REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICES OR THIRD-PARTY SERVICES (INCLUDING BUT NOT LIMITED TO ANY THIRD-PARTY SERVICES INTEGRATED INTO THE SERVICES), INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES. TO THE EXTENT THAT THE ABOVE LIMITATION OF LIABILITY IS NOT APPLICABLE IN YOUR JURISDICTION, ANY CLAIM THAT YOU MAY HAVE AGAINST KLARIFY AND THE REPRESENTATIVES MUST BE COMMENCED NO LATER THAN 6 MONTHS AFTER THE DAY ON WHICH THE CLAIM IS DISCOVERED OR OUGHT TO HAVE BEEN DISCOVERED BY YOU.
7.8
MAXIMUM AGGREGATE LIABILITY
NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD KLARIFY AND/OR THE REPRESENTATIVES FROM LIABILITY, YOU AGREE THAT KLARIFY’S (AND/OR THE REPRESENTATIVES’) MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT PAID BY YOU TO KLARIFY IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.
7.9
Indemnification
You hereby shall defend and indemnify Klarify and its Representatives against any claim, demand, suit or proceeding made or brought against Klarify and its Representatives in connection with your use of the Services, including but not limited to claims that Klarify, its Representatives, the Platform, or you: (a) infringe or misappropriate a third party’s intellectual property rights through User Property provided to Klarify via the Platform; (b) violate any applicable law, including any failure to obtain the required legal documentation, including applicable consent documentation, prior to using the Services; (c) cause bodily harm or death; (d) damage or cause injury; (e) violate the terms of a third-party agreement to which you are bound; and/or (f) commit an act of negligence, gross negligence or intentional misconduct. Your obligation to indemnify Klarify and its Representatives arises so long as Klarify: (x) promptly gives written notice of the claim against Klarify and/or Representatives; (y) gives you sole control of the defense and settlement of the claim except that you shall not enter any settlement or disposition that attributes liability or confers a financial obligation on Klarify without Klarify’s advance written consent, which shall not be unreasonably withheld or delayed; and (z) gives all reasonable assistance, at your expense.
Dispute Resolution, ARBITRATION AND CLASS ACTION WAIVER
8.5
Initial Dispute Resolution.
Most disputes between you and Klarify can be resolved without resorting to legal action. If you have any dispute with Klarify, you agree that before taking any formal legal action you will contact Klarify at info@klarify.ca, and provide a brief, written description of the dispute and your contact information. You and Klarify agree to use commercially reasonable efforts to settle any dispute, claim, question and/or disagreement directly through consultation, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration. Note that this informal dispute resolution process applies only to disputes between you and Klarify (and/or its Representatives)
8.6
Binding Arbitration.
If you and Klarify cannot come to a resolution within 30 days after the time an informal dispute resolution is initiated, you agree that any disputes or claims between you and Klarify, including but not limited to the Representatives, if applicable, shall be resolved by confidential, final and binding arbitration to be conducted in the City of Toronto, Ontario and administered by the Toronto Commercial Arbitration Society (“TCAS”). The arbitration shall be commenced and conducted in accordance with the TCAS’s Model Rules (the “Rules”). Your arbitration fees and your share of the arbitrator’s compensation shall be governed by and, where appropriate, limited by the Rules. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS LIMITED BY APPLICABLE LAW.
8.7
Class Action Waiver and Prohibition
YOU AGREE THAT ANY ARBITRATION OF A DISPUTE OR CLAIM SHALL BE LIMITED BETWEEN KLARIFY, THE REPRESENTATIVES (IF APPLICABLE), AND YOU INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION SHALL BE JOINT WITH ANY OTHER AND YOU HAVE NO RIGHT OR AUTHORITY TO: (A) ARBITRATE A DISPUTE OR CLAIM ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS-ACTION PROCEDURES; AND TO (B) RAISE A DISPUTE OR CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO HAVE ANY DISPUTE OR CLAIM RESOLVED AS A PLAINTIFF OR MEMBER OF A CLASS ACTION.
PRIVACY POLICY
Use of the Services is also governed by a Privacy Policy (“Privacy Policy”) detailing how Klarify collects, uses and discloses personal data about you and is available on the Website found at klarify.ca/privacy. If at any time you disagree with the Privacy Policy, you must immediately stop use of the Services and contact Klarify by following the procedures as detailed in the Privacy Policy.
GENERAL
10.5
Governing Law
The Terms, Privacy Policy and all other relevant policies of Klarify are governed by the laws of the province of Ontario and the applicable laws of Canada, without reference to principles of conflicts of laws. The parties irrevocably attorn to the jurisdiction of the appropriate provincial and federal courts of the province of Ontario to hear any proceedings related to the Terms, Privacy Policy and/or any other relevant policies of Klarify
10.6
No Joint Relationship/Independent Contractor Relationship.
Nothing in the Terms shall be construed to create any joint partnership, joint venture, employer-employee or agency relationship between you and Klarify.
10.7
Severability and Waiver.
If any provision of the Terms, Privacy Policy or other relevant policy of Klarify is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law with the remaining provisions of any such policy in full force and effect. No failure or delay by a party in exercising any right, power or remedy under the Terms, Privacy Policy and/or other relevant policy of Klarify constitutes a waiver.
10.8
No Conflicts.
You confirm that by agreeing to the Terms and/or using the Services, you are not violating the terms or provisions of any other agreement you have with a third party, which includes but is not limited to contract terms and any applicable policies with third party entities such as a company in which you are employed or under contract.
10.9
Assignment.
Subject to applicable laws, Klarify may assign the Terms, Privacy Policy and any other relevant policy of Klarify without your consent or notice to you, including but not limited to an affiliate, subsidiary or a successor in title to the Services or where some or all of Klarify assets are sold or transferred in a business transaction. You cannot assign the Terms, Privacy Policy and/or other relevant policy of Klarify.
10.10
Survival
Sections 2.5, 3.4, 3.5, 3.6, 4, 6.2, 7, 8, 9 and 10 survive termination of the Terms.
10.11
Entire Agreement.
The Terms, together with the Privacy Policy and any other relevant policies of Klarify, constitute the entire agreement between you and Klarify with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provided
10.12
Contact
If you have requests, questions or comments about the Terms in general, please contact Klarify at info@klarify.ca
10.13
Contact. Updates.
Klarify reserves the right to modify the Terms at any time (each, an “Update”) and shall inform you of each Update. After informing you of an Update, you are deemed to accept any Update by continuing to use the Service unless you terminate the Services. Unless Klarify states otherwise, an Update is automatically effective 30 days informing you of such Update.
