TERMS & CONDITIONS

Your use of this website or our app will be subject to our terms and conditions.

Terms and conditions are available on request

TERMS OF SERVICE

Thank you for choosing WellCalm, the best place to book a massage and therapeutic service delivered to your front door.

These Terms of Service (“Terms”) constitute a legal agreement between you and WellCalm Health & Wellness, Inc. (“WellCalm”, “We”, “Us” or “Our”). These Terms govern your use of this website (the “Site”) and the services we provide in facilitating bookings for massage and therapeutic treatment (“Services”). By using the Site or Services, you agree to abide by these Terms.

Please read these Terms carefully and thoroughly. If you do not accept these Terms, you must not make a booking for any massage therapy treatments.

ELIGIBLE USE

You confirm that you are of legal age to access and use the Site and/or the Services and of legal capacity to agree to these Terms. You are not eligible to use the Site or Services if you are under the age of 16.

For eligible booking, the customer must provide;

1- Valid Government Identification.
2- Valid Credit Card.
3- Valid billing address.
3- Valid email address for confirmation and terms&conditions.

PRICES & PAYMENT

Prices vary according to type and duration of treatment as described on the Site. Full payment is due upon completion of treatment session. Accepted payment methods are as described on the Site.
By making a booking you agree to provide complete, correct and true information including billing and payment information.

CUSTOMER RESPONSIBILITIES

It is your responsibility to provide accurate information at time of booking. Failure to provide correct information may result in, without liability to you, a rejection of booking request, cancellation of booking or an inability of the booked therapist to provide treatment as requested. Such failure may also result in loss or incorrect delivery of email confirmation of your booking.

Once your booking is accepted and confirmed, you will receive a confirmation email of your appointment.

By making a booking, you are responsible for:
• Full payment as applicable.
• Read and understood WellCalm’s informed consent for therapy treatment.
• Ensuring therapist has access to your designated premises and suitable space and

facilities in which the treatment can be performed, including adequate lighting and

heating.
• Ensuring the health and safety of the therapist whilst at your designated premises.

CANCELLATION & REFUNDS

You acknowledge that you do not have the right to cancel a Booking under statutory regulation. However, you are entitled to cancel Bookings in accordance with this clause.

If you change your mind about your Booking prior to the appointment time, then you may cancel your booking without making payment of the booking fee or any cancellation fee provided that you cancel the booking via Customer Support support@wellcalm.ca

1 At least twenty four (24) hours prior to the start time of your booking; or
2 If you are making the booking within such twenty four (24) hour period, within ten (10)
minutes of you having confirmed that you want to make the booking ("Grace Period")

If you cancel a booking within twenty four (24) hours and two (2) hours prior of the start time of your booking or, where relevant, after the Grace Period has elapsed, we will charge you 70% of the booking.

If you cancel a booking within two (2) hours of the start time of your booking or, where relevant, after Grace Period has elapsed, we will charge you 100% of the booking.

HOTELS EXCLUSIVE CUSTOMERS : If you change your mind about your Booking prior to the appointment time, then you may cancel your booking without making payment of the booking fee or any cancellation fee provided that you cancel the booking via Front Desk and/or Customer Support support@wellcalm.ca

1 At least twenty four (24) hours prior to the start time of your booking; or
2 If you are making the booking within such twenty four (24) hour period, within ten (10)
minutes of you having confirmed that you want to make the booking ("Grace Period")

You will be charged the full booking fee if you:

1 Cancel a Booking other than permitted above
2 Attempt to cancel a booking on or after the appointment time
3 Fail to attend a booking at the appointment time and/or at the correct location

We charge a cancellation fee to compensate the therapist because the therapist will unlikely be able to make another booking where you cancel with short or no notice.

THERAPIST: WellCalm will charge therapists and providers a $100.00 fee for missed appointments and a $50.00 fee late appointments. Therapist corporate cancellations with less than 24 hour notice or no-show WellCalm will charge therapists and providers a $250.00 fee for missed appointments.

We may waive our right to cancellation fees in our sole discretion where you have been unable to cancel a booking without incurring the cancellation fee for genuine reasons which were outside of your control.

EXTENSIONS AND DELAYS

If you wish to extend the time you have booked, the therapist will endeavour to fulfill your request subject to availability. If you are delayed and unable to meet your booked appointment time in excess of 10 minutes, you may be unable to receive your full allotted treatment time since this shall be subject to the therapist’s availability. In case of such delay, you may be charged additionally in accordance with applicable rate for any extra time as a result of your delay.

WELLCALM IS ONLY A VENUE

Our Site and Services act as a communications platform for enabling the connection between individuals seeking to obtain massage and therapeutic treatment and/or individuals seeking to provide such massage treatment services. WellCalm interviews and assesses therapists who wish to provide massage and therapeutic treatment services, however, WellCalm does not guarantee or warrant, and makes no representations regarding, the reliability, quality or suitability of such therapists or therapeutic treatment service providers. When interacting with such therapists or massage treatment service providers you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons who are unknown to you.

PROHIBITED USE

You must not use the Site or the Services to do any of the following which is strictly prohibited:

Engage in any inappropriate behaviour including but not limited to illicit or sexually
suggestive remarks, sexual advances, drug use, excessive drinking and/or other
inappropriate behaviour.
Restrict or inhibit any other user from using and enjoying the Site or Services;
Infringe the privacy rights, property rights, or other civil rights of any person;
Harass, abuse, threaten or otherwise infringe or violate the rights of therapists, WellCalm
(including its employees and personnel) or others;
Harvest, data-mine or otherwise collect information about others, including e-mail
addresses, without their consent.
Use technology or other means to access our computer network, unauthorized content
or non-public spaces;
(Attempt to) introduce viruses or any other harmful code, files or programs that interrupt
or otherwise or limit Site’s or Services’ functionality;
(Attempt to) damage, disable or otherwise impair our servers or networks;
Engage in or encourage others to engage in criminal or unlawful conduct or breach
these Terms including misuse of the Site or Services for unlawful or unauthorized purposes. You agree not to breach these Terms in any way which may result in, among other things, termination or suspension of your access to the Site and Services.
INTELLECTUAL PROPERTY

WellCalm, the WellCalm logo, brand and all other trademarks, service marks, graphics and logos used in connection with the Site or the Services are our trademarks, registered or unregistered, protected by intellectual property law. No marks may be copied, imitated or used, in whole or in part, without our express prior written consent. All rights are reserved.

DISCLAIMER

We facilitate booking of treatments only. We are not liable or responsible for fulfillment of any booking or performance of the therapist or therapeutic therapy service provider.

Nothing contained on the Site or communicated via the Services constitutes, or is meant to constitute, advice of any kind. We are not a health care provider nor do we provide medical advice or medical treatment. References in the Site and via the Services to “Treatment” and “Therapy” do not refer to medical treatment or medical therapy. The information presented on the Site and via the Services is not intended to diagnose health problems or to take the place of professional medical care. Should you have a medical issue you should always consult with a qualified medical professional.

We make no guarantee that the Site or Services is suitable for your intended use, error-free, timely, reliable, entirely secure, virus-free or available. We make no guarantee of particular results or outcomes by use of the Site or Services.

LIMITATION OF LIABILITY

By using the Site or Service, you agree to hold WellCalm free from liability or responsibility for any damage that might arise out of the transaction between you and any therapists or therapeutic treatment service providers. WellCalm SHALL NOT BE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE OR SERVICES OR ANY THERAPISTS OR THERAPEUTIC TREATMENT SERVICE PROVIDERS. WellCalm SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES.

We are not liable or responsible for any errors in or failure to provide Services due to your error or failure to provide accurate and complete information.
We do our best to keep disruptions to a minimum, however we may temporarily suspend the Site and Services from time to time. This may be due to maintenance, other administrative purposes or circumstances which are beyond our control including but not limited to Acts of God, natural disasters, power failure, failure of any telecommunications or other data transmission system. We shall not be liable in these circumstances.

To the maximum extent permitted by law, our liability shall be limited to the amount of fees paid by you for a particular service requested.
USE OF THIS SITE AND SERVICES IS ON AN “AS-IS” AND “AS AVAILABLE” BASIS. IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOSS OF DATA, LOST REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVING OR PROFITS, OR ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE OR SERVICES, OR WITH THE DELAY OR INABILITY TO USE THE SITE OR SERVICES, OR WITH THE PROVISION OF OR FAILURE TO PROVIDE THE SITE OR SERVICES.

Nothing in these Terms will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in these Terms will exclude or limit our liability in respect of any: death or personal injury caused by the negligence of WellCalm, fraud or fraudulent misrepresentation by WellCalm, or any matter which it would be illegal or unlawful for WellCalm to exclude or limit, or to attempt or purport to exclude or limit, its liability.

INDEMNITY

You agree to defend and indemnify us from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, that arise from or relate to your use or misuse of, or access to the Site and/or Service or otherwise from your violation of these Terms.

MODIFICATION & TERMINATION

We may modify these Terms including fees and charges for Services or terminate use of the Site or Services at any time by giving notice of termination to you. We may also change, suspend, terminate or discontinue any aspect of the Site or Services including availability of certain features at any time for any reason.

SEVERABILITY

If any provisions of these Terms are deemed or become invalid, the validity of the other provisions shall not be affected.

GOVERNING LAW & JURISDICTION

You agree that these Terms for all purposes, shall be governed by and construed in accordance with Canadian law. You also agree, subject to the following clause, to submit to the nonexclusive jurisdiction of the Canadian courts as regards any claim or matter arising under these Terms.

Please email support@wellcalm.ca for any other enquiries

Our Terms
IMPORTANT — THIS AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR ENTITY) (“YOU” OR “YOUR”) AND WELLCALM HEALTH & WELLNESS INC. (HEREINAFTER “WellCalm,” “WE”, “US” OR “OUR”) THAT SETS FORTH THE LEGAL TERMS AND CONDITIONS FOR YOUR ACCESS TO AND USE OF WWW.WELLCALM.CA AND ANY OTHER WEBSITE OWNED AND OPERATED BY WELLCALM (THE “WEBSITE(S)” OR “SITE(S)”) AND ANY WELLCALM SOFTWARE, INCLUDING ANY WELLCALM MOBILE APPLICATIONS (THE “APP(S)”) OR OTHER SERVICES OFFERED BY WELLCALM FROM TIME TO TIME A (COLLECTIVELY, THE WEBSITE(S), APP(S) AND SERVICES ARE REFERRED TO AS “SERVICE(S)”).

These terms create a legally binding agreement between you and us. By accessing or using the Site, you are accepting this Agreement and agreeing to use the Services in accordance with the terms and conditions in this Agreement. Some of our Services may have additional rules, policies, and procedures. Where such additional terms apply, we will make them available for you. A copy of these Terms and Conditions may be downloaded, saved and printed for your reference.

You confirm that you can enter the Agreement. As a condition of your use of the Services, you confirm and warrant to us that you meet the eligibility requirements set out in Section ELIGIBILITY and have the right, authority, and capacity to enter into these terms or, if you are under the age of majority in your jurisdiction of residence, you have have obtained the consent of your parent or legal guardian to this Agreement,.

If you do not agree with all of the provisions of these terms, do not access and/or use the Services.

WellCalm Health & Wellness Inc. is a company registered in Ontario, Canada

You can contact us by writing to us at 43 Stewart St, Toronto, ON M5V 2V4 or emailing us at support@wellcalm.ca

If we have to contact you we may do so by telephone or by email to the number and/ or address you provided when you registered for an Account.

Email counts as “in writing”. When we use the words “writing” or “written” in these Terms, this includes emails. For contractual purposes, you consent to receiving communications from WellCalm by email.

We reserve the right to change the terms and conditions of this Agreement or to modify or discontinue the Services offered by WellCalm at any time. Those changes will go into effect on the effective date shown in the revised agreement. If we change this Agreement, we will give you notice by posting the revised agreement on the applicable website(s) or app(s) and sending an email notice to you using the contact information provided by you. Therefore, you agree to keep your contact information up-to-date and that notice sent to the last email address you provided shall be considered effective. We also encourage you to check this Agreement from time to time to see if it has been updated.

In addition, we may make more significant changes to the Site and/or these Terms, but if we do so and these changes materially or adversely impact your rights or use of the Site, we will notify you by email of such changes using the contact information provided by you. We may require you to provide consent to the updated agreement before further use of the Services is permitted. By continuing to use any Services after the new effective date, you agree to be bound by such changes. If the modified terms are not acceptable to you, please cease using the Services.

SERVICE DESCRIPTION AND PARTICIPATION / ACCOUNT CREATION / ELIGIBILITY

Service Description and Participation. WellCalm provides an online platform that connects therapists (“Therapists”) with individuals (“Individual Customers”) or businesses (“Corporate Customers”) that want to purchase and/or receive massage or therapeutic therapy, together herein referred to as (“Customers”). As a user of the Services (including a Therapist or a Customer), you agree to provide us with complete and accurate information (if requested) and to update such information to keep it accurate, current and complete. You understand that any personal information you provide will be treated in accordance with WellCalm’s Privacy Policy available https:// www.wellcalm.com/privacy-policy. YOU UNDERSTAND AND AGREE THAT THE WellCalm HAS NO CONTROL OVER THE CONDUCT OF THE THERAPISTS OR CUSTOMERS.

ACCOUNT CREATION. In order to access certain features of the Website and Apps and to use certain Services, you may be required to register to create an account (“Account”). In connection with setting up your Account with WellCalm, we may supply you with a user identification and/or password. In connection with any future use, you may be asked to input your user identification and/or password from time to time. You agree to be responsible for all activity that occurs under your Account and agree to be responsible for maintaining the security of your password and user identification. You agree to immediately notify WellCalm of any unauthorized use of your user identification or password or any other breach of security. You can delete your Account at any time, for any reason, by emailing WellCalm at support@wellcalm.ca

ELIGIBILITY Eligibility. Persons under 16 are prohibited from providing personal information on our Websites or via our Apps. If you are under the age of majority in your jurisdiction of residence, you may use the Services only with the involvement of your parent or guardian. Make sure that you review these terms with your parent or guardian so that you both understand all your rights and responsibilities. If you are under the age of majority in your jurisdiction of residence, you represent and warrant that you have obtained the consent of your parent or legal guardian to this Agreement.

ACCEPTABLE USE

You are responsible for your use of the Services, and for any use of the Services made using your Account. Our goal is to create a positive experience in connection with our Services. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to WellCalm.

If you are a Therapist or Customer, you agree not to attempt to contact each other directly about the Services outside of the Services for a period of 6 months after the date of your last visit to the Services, except as may be permitted by these Terms or WellCalm, or otherwise circumvent your relationship with WellCalm.

When you use the Services, you agree that you will not:
(a) violate this Agreement or any WellCalm rules regarding use of the Services;
(b) violate any law or regulation;
(c) breach any agreements you enter into with any third parties;
(d) violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;
(e) engage in any behaviour that is abusive, harassing, indecent, profane, obscene, hateful or otherwise objectionable, including sexual misconduct;
(f) stalk, harass, or harm another individual;
(g) for the purpose of misleading others, create a false identity of the sender or the origin of a message, forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Services or in connection with WellCalm;
(h) impersonate any person or entity or perform any other similar fraudulent activity; (i) harvest or otherwise collect or store any information (including personally identifiable information) about other users of the Services, including e-mail addresses, without the express consent of such users or alter transmission data;

(j) collect, distribute or gather personal or aggregate information, including Internet, e-mail or other electronic addresses, about WellCalm’s customers or other users;
(k) upload, post, e-mail 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;

(l) use any means to scrape or crawl any Web pages or Content contained in the Websites or Apps (although WellCalm may allow operators of public search engines to use spiders to index materials from the Websites for the sole purpose of creating publicly available searchable indices of the materials, and WellCalm reserves the right to revoke these exceptions either generally or in specific cases);

(m) attempt to circumvent any technological measure implemented by WellCalm or any of WellCalm’s providers or any other third party (including another user) to protect the Websites or Apps; to the extent permitted by applicable law, attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Websites or Apps; or

(n) advocate, encourage, or assist any third party in doing any of the foregoing.

MOBILE APPLICATION LICENSE

Subject at all times to this Agreement, if you elect to download the App, the following also applies: WellCalm grants you a license to download, install and use a copy of the App on a single mobile device or computer that you own or control solely for your personal and professional use on the basis that the license is:

(a) revocable – we have the right to remove your ability to use the App in accordance with these Terms;
(b) non-exclusive – other people can access and use the App;
(c) non-transferable – you can’t pass this right to someone else or sublicense the license; and

(d) limited – the license does not extend beyond what has just been described above.

Furthermore, with respect to any App accessed through or downloaded from an App Store such as Google Play or the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application: (1) on a product that runs the operating system for which it was intended and (2) as permitted by the “Usage Rules” set forth in the corresponding App Store. Use of the App from a third party App Store is also subject to the provisions of Section 10.

PAYMENTS, CANCELLATION AND RESCHEDULING

Where to find the price. We may charge fees in connection with your use of the Services. The price of the product will be the price indicated on the order pages when you placed your order. We use our best efforts to ensure that the price advised to you is correct. However please see Section “WHAT HAPPENS IF PRICE IS WRONG” for what happens if we discover an error in the price of your order.

WHAT HAPPENS IF PRICE IS WRONG
It is always possible that, despite our best efforts, some of the Services may be incorrectly priced. We will normally check prices before accepting your order so that, where the correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.

When you must pay and how you must pay. You agree to pay all charges incurred by you or any users of your Account and payment card (or other applicable payment mechanism) at the amounts in effect when such charges are incurred. Customers must provide WellCalm with a valid credit or debit card (Visa, MasterCard, or any other accepted issuer) or use Apple Pay, PayPal or any other payment or financial mechanism specified by WellCalm (“Payment Provider”) as a condition to making any payments. Therapists must support the use of the Payment Providers and provide WellCalm with valid bank account information (e.g. account and routing number) as a condition to receiving any payments. The Customer’s Payment Provider agreement governs its use of the designated credit or debit card or other mechanism, and the Customer should refer to that agreement and not this Agreement to determine its rights and liabilities. By providing WellCalm with your payment and/or financial information, you agree that WellCalm and any of its third party payment processors are authorized to immediately debit or credit your account for all applicable fees and charges and that no additional notice or consent is required. You agree to immediately notify WellCalm of any change in your payment and financial information. WellCalm reserves the right at any time to change its prices and billing methods. All information that you provide to us or our third party payment processors must be accurate, current and complete. You will also be responsible for paying any applicable taxes relating to payments that you make or that you receive.

For Therapists. Each Therapist hereby appoints WellCalm as the Therapist’s limited payment collection agent solely for the purpose of accepting applicable payment from Customers. Each Therapist agrees that payment made by a Customer through WellCalm shall be considered the same as a payment made directly to the Therapist, and the Therapist will provide its services to the Customer in the agreed-upon manner as if the Therapist has received the payment. Each Therapist understands that WellCalm accepts payments from Customers as the Therapist’s limited payment collection agent and that WellCalm’s obligation to pay the Therapist is subject to and conditional upon successful receipt of the associated payments from Customers. WellCalm’s obligation to pay the Therapist is subject to Therapist submission of informed consent forms being received and/or appointment booking being closed. WellCalm does not guarantee payments to Therapists for amounts that have not been successfully received by WellCalm from Customers. WellCalm does not guarantee payments to Therapists for bookings that have not been closed. In accepting appointment as the limited payment collection agent of the Therapists, WellCalm assumes no liability for any acts or omissions of the Customers. Therapist should bring to WellCalm’s attention any payment mistakes by submitting a payment adjustments form. Payments are made once treatments are completed and informed consent forms and/or patient sign-in sheets are submitted to WellCalm. Each Customer acknowledges and agrees that WellCalm reserves the right, in its sole discretion, to charge Customer for and collect fees from the Customer. WellCalm reserves the right at its discretion to cancel or reverse any payment, even if it has been previously confirmed by WellCalm, as a result of any mistake or error, including any mistaken pricing or service description or other error.

CANCELLATIONS AND RESCHEDULING. If you are a Therapist or Customer, you agree to WellCalm’s cancellation and rescheduling policy and the associated charges and

payments, the terms of which are located here https://www.wellcalm.com/ cancellation and are incorporated herein by reference.

OWNERSHIP & COPYRIGHT

OWNERSHIP. The parties agree that all proprietary rights in the Services are and will remain the property of WellCalm. This includes non-personally identifiable aggregate data collected by WellCalm in connection with providing the Services, including usage statistics and traffic patterns, any and all rights, title and interest to which are hereby assigned to WellCalm by you.

Our Responsibility for Loss or Damage TO INDIVIDUAL CUSTOMERS

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS, 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.

DISCLAIMER. WELLCALM DOES NOT MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY, OR USEFULNESS WITH RESPECT TO THE SERVICES. YOU AGREE THAT ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF ANY ACTION OR INACTION OF ANY THERAPISTS OR CUSTOMERS, SHALL BE EXCLUSIVELY BETWEEN YOU AND THE THERAPIST OR CUSTOMER (AS APPLICABLE) AND NOT WELLCALM. THE SERVICES ARE PROVIDED “AS IS.” YOU AGREE TO USE THE SERVICES SOLELY AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE SERVICES. ALTHOUGH WE INTEND TO TAKE REASONABLE STEPS TO PREVENT ANY DAMAGES TO YOU, WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO THE FOREGOING. YOU UNDERSTAND AND ACKNOWLEDGE THAT WellCalm ONLY PROVIDES A PLATFORM FOR COMMUNICATION BETWEEN THERAPISTS AND CUSTOMERS, AND AS SUCH WellCalm DISCLAIMS ANY AND ALL LIABILITY RELATING TO YOUR INTERACTIONS WITH ANY THERAPIST(S) OR OTHER CUSTOMER(S). ANY REPRESENTATIONS MADE TO YOU BY ANY THERAPIST(S) ARE MADE SOLELY AT THE DISCRETION OF THE THERAPIST AND WELLCALM HAS NO WAY TO MONITOR OR VALIDATE, AND SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR, ANY REPRESENTATIONS OR STATEMENTS MADE TO YOU BY THE THERAPIST(S). YOU UNDERSTAND AND ACKNOWLEDGE THAT WELLCALM SHALL HAVE NO LIABILITY TO YOU FOR ANY STATEMENTS OR REPRESENTATIONS MADE BY THE THERAPIST TO YOU AS A RESULT OF YOUR USE OF THE SERVICE(S).

THE SITE IS NOT BESPOKE TO YOU. YOU ACKNOWLEDGE THAT THE SITE HAS NOT BEEN DEVELOPED TO MEET YOUR INDIVIDUAL REQUIREMENTS, AND THAT IT IS THEREFORE YOUR RESPONSIBILITY TO ENSURE THAT THE FACILITIES AND FUNCTIONS OF THE SITE MEET YOUR REQUIREMENTS.

WE ARE RESPONSIBLE TO YOU ONLY FOR FORESEEABLE LOSS AND DAMAGE CAUSED BY US. IF WE FAIL TO COMPLY WITH THESE TERMS, WE ARE RESPONSIBLE FOR LOSS OR

DAMAGE YOU SUFFER THAT IS A FORESEEABLE RESULT OF OUR BREAKING THESE TERMS OR OUR FAILURE TO USE REASONABLE CARE AND SKILL, BUT WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THESE TERMS ARE ENTERED INTO AND BOTH WE AND YOU KNEW IT MIGHT HAPPEN.

WE ARE NOT LIABLE FOR BUSINESS LOSSES. [IF YOU ARE AN INDIVIDUAL CUSTOMER, WE ONLY MAKE THE SITE AVAILABLE FOR YOUR DOMESTIC AND PRIVATE USE. IF YOU ARE A THERAPIST AND USE THE SITE FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE WE WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY.

NO LIABILITY FOR DAMAGE CAUSED BY UNAUTHORISED ACCESS. WE WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF UNAUTHORISED ACCESS TO YOUR ACCOUNT WHICH IS NOT WITHIN OUR REASONABLE CONTROL.

TO CORPORATE CUSTOMERS AND THERAPISTS

DISCLAIMER. WELLCALM DOES NOT MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY, OR USEFULNESS WITH RESPECT TO THE SERVICES. YOU AGREE THAT ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF ANY ACTION OR INACTION OF ANY THERAPISTS OR CUSTOMERS, SHALL BE EXCLUSIVELY BETWEEN YOU AND THE THERAPIST OR CUSTOMER (AS APPLICABLE) AND NOT WELLCALM. THE SERVICES ARE PROVIDED “AS IS.” YOU AGREE TO USE THE SERVICES SOLELY AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE SERVICES. ALTHOUGH WE INTEND TO TAKE REASONABLE STEPS TO PREVENT ANY DAMAGES TO YOU, WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO THE FOREGOING. YOU UNDERSTAND AND ACKNOWLEDGE THAT WELLCALM ONLY PROVIDES A PLATFORM FOR COMMUNICATION BETWEEN THERAPISTS AND CUSTOMERS, AND AS SUCH WELLCALM DISCLAIMS ANY AND ALL LIABILITY RELATING TO YOUR INTERACTIONS WITH ANY THERAPIST(S) OR OTHER CUSTOMER(S). ANY REPRESENTATIONS MADE TO YOU BY ANY THERAPIST(S) ARE MADE SOLELY AT THE DISCRETION OF THE THERAPIST AND WELLCALM HAS NO WAY TO MONITOR OR VALIDATE, AND SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR, ANY REPRESENTATIONS OR STATEMENTS MADE TO YOU BY THE THERAPIST(S). YOU UNDERSTAND AND ACKNOWLEDGE THAT WELLCALM SHALL HAVE NO LIABILITY TO YOU FOR ANY STATEMENTS OR REPRESENTATIONS MADE BY THE THERAPIST TO YOU AS A RESULT OF YOUR USE OF THE SERVICE(S).

LIMITED LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, YOU AGREE THAT WELLCALM, ITS AFFILIATES, AGENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES AND AGENTS WILL NOT BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR: (A) ANY LOSS OF PROFITS; (B) ANY INDIRECT OR CONSEQUENTIAL LOSS; OR (C) TO THE EXTENT THAT YOU EXPERIENCE ANY LOSS OR DAMAGES RESULTING FROM YOUR USE OF THE SERVICES, INTERACTIONS WITH THERAPIST(S) OR OTHER CUSTOMERS.

INDEMNIFICATION. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS WellCalm, ITS AFFILIATES, AGENTS, CONTRACTORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES AND AGENTS, FROM ANY AND ALL LIABILITIES, CLAIMS, EXPENSES AND DAMAGES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OF THIS AGREEMENT.

TO INDIVIDUAL CUSTOMERS, CORPORATE CUSTOMERS AND THERAPISTS

LIABILITY CAP. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF WELLCALM ITS AFFILIATES, AGENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES AND AGENTS TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, YOUR INTERACTION WITH ANY THERAPIST(S) OR OTHER CUSTOMER(S), ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT RECEIVED BY WELLCALM FROM YOU DURING THE SIX-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, OR (B) $100.

THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR LIMITED LIABILITY OR EXCLUSION OF CERTAIN WARRANTIES, CONDITIONS OR REPRESENTATIONS SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES HERETO, THAT THE PARTIES HAVE RELIED UPON SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, AND THAT ABSENT SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

WHAT WE DO NOT EXCLUDE. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR:
(a) DEATH OR PERSONAL INJURY RESULTING SOLELY FROM OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS;

(b) FRAUD OR FRAUDULENT MISREPRESENTATION;
(c) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY APPLICABLE LAW.

THIRD PARTY LINKS & APP STORE

Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Where the Site contains links to Third-Party Links & Ads, these links are provided for your information and convenience only. We have no control over the contents of those sites or resources. WellCalm does not review, approve, endorse or make any promises with respect to Third-Party Links & Ads. You use Third-Party Links & Ads at your own risk. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of

caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, not these Terms.

App Store. When you download our Apps, you may do so through a third party’s App Store. 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 Services, 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 Services, including the App. The following applies to any App Store Sourced Application (as such term is defined in Section 6):

(a) Your use of the App Store Sourced Application must comply with the App Store’s “Terms of Service” or equivalent terms.
(b) You acknowledge that the App Store Owner has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify the App Store Owner, and the App Store Owner will refund the purchase price for the App Store Sourced Application to you (if any) and to the maximum extent permitted by applicable law, the App Store Owner will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between WellCalm and the App Store Owner, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of WellCalm.

(d) You and we acknowledge that, as between WellCalm and the App Store Owner, the App Store Owner is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (1) product liability claims; (2) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

(e) You and we acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between WellCalm and the App Store Owner, WellCalm, not the App Store Owner, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.

(f) You and we acknowledge and agree that the App Store Owner, and the App Store Owner’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of this Agreement, the App Store Owner will have the right (and will be deemed to have accepted the right) to enforce the terms of this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

(g) You represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S.

Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
(h) Without limiting any other terms in this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

Termination
When we might suspend or terminate your Account or Site access. We may, subject to applicable law, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate this Agreement and/or your access to the Services, and (b) deactivate or cancel your Account.

What happens when these Terms terminate? Upon termination we will promptly pay you any amounts that we reasonably determine we owe you (if any) in our discretion. In the event WellCalm terminates this Agreement or your access to the Services or deactivates or cancels your Account, you will remain liable for all amounts due hereunder.

Your right to cancel. You may cancel your Account at any time by contacting us at the contact information set out in ACCOUNT CREATION.. Please note that if your Account is cancelled, we do not have any obligation to delete or return to you any of Your Materials that you have posted to the Services, including, but not limited to, any reviews or Feedback.

Our right to cancel. If we terminate this Agreement and/or your access to the Services as a result of your violation of any applicable law or regulation, we may also, at our sole discretion, inform law enforcement or regulatory authorities of the circumstances surrounding such termination.

Other Important Terms

Privacy Policy. Please refer to our Privacy Policy https://www.wellcalm.com/privacy- policy for more information on the manner in which WellCalm collects, uses, discloses and otherwise treats your personal information. The Privacy Policy is fully incorporated herein by reference.

Anti-Spam. WellCalm prohibits the sending of unsolicited email or text messages (spam) or other communications that violate applicable privacy and anti-spam legislation. Spam is defined for this purpose as sending any message that encourages participation in a commercial activity or multiple messages similar in content to any person(s), entity(ies), newsgroup(s), forum(s), email list(s), or other group(s), individual(s) or list(s) unless prior authorization has been obtained from the recipient or unless a business or personal relationship has already been established with the recipient in accordance with the requirements under applicable law. WellCalm also prohibits using false headers in emails or falsifying, forging or altering the origin of any email or text message in connection with WellCalm, and/or any products and Services. WellCalm prohibits engaging in any of the foregoing activities by using the service of another provider, remailer service, or otherwise. IF YOU OR ANYONE YOU KNOW IS “SPAMMED” BY SOMEONE IN RELATION TO WellCalm’s SERVICES, PLEASE CONTACT US PROMPTLY VIA THE

CONTACT MECHANISM MADE AVAILABLE VIA THE WEBSITE SO THAT WE MAY TAKE APPROPRIATE ACTION.

Even if we delay in enforcing these Terms, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

Rights and Remedies. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.

We may transfer these Terms to someone else. We may transfer our rights and obligations under these Terms to another organization – for example, this could include another member of our group of companies or someone who buys our business. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.

Nobody else has any rights under these Terms. These Terms are between you and us. No other person shall have any rights to enforce any of its terms.
PLEASE PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS AND PLEASE CHECK BACK FREQUENTLY FOR ANY CHANGES TO THIS AGREEMENT.

GOVERNING LAW & JURISDICTION

Please email info@wellcalm.ca for any other enquiries