Terms of Service

CouchMD Terms of Service.

Effective Date: December 1, 2022

These Terms of Service (“Terms”) govern your (“User”/”you”/”your”) use of www.couchmd.ca (the “Website”) and CouchMD Services (described below which is made available by CouchMD, Inc. (“CouchMD”/“we”/”us”). Your access to and use of the CouchMD Services (described below, and whether through the Website, by telephone or otherwise) is conditional on your acceptance of and compliance with these Terms as well as our Privacy Policy www.couchmd.ca/privacy-policy which governs our use of your personal information.

By accessing the Website and using the CouchMD Service, you acknowledge and agree to be bound by these Terms, which establish a contractual relationship between you and CouchMD. If you do not agree to these Terms at any point, you must immediately cease using the CouchMD Service or accessing the CouchMD Website. If you are using the Website on behalf of a Dependent, you represent and warrant that you have the ability to agree to this Agreement on behalf of such Dependent and all references to “you” throughout this Agreement will include such Dependent.

We reserve the right, in our sole discretion, to modify, alter or otherwise update these Terms at any time and, by using the CouchMD Service after the amendment of the Terms, you are agreeing to be bound by such modifications, alterations or updates. The date on which these Terms were last amended will appear at the top.

We reserve the discretion to limit our Services to any person, geographic region or jurisdiction.

We reserve the right to modify, suspend or discontinue any aspect of the Services or edit or remove information on/from the Website at any time without notice. We are not liable to you for such changes. Your use of, and inability to use the Website or Services is at your own risk.

You acknowledge that use of the Website and the CouchMD Service are also subject to the rules, polices and operating procedures of our third-party service providers. You acknowledge that the CouchMD Service is also subject to the rules, polices and operating procedures of third-party service providers. Please ensure to review those in detail as found on their websites. IF YOU PROCEED TO USE THE WEBSITE WITHOUT REVIEWING THOSE IN DETAIL, YOU DO SO AT YOUR OWN RISK. Any of our third-party service providers and CouchMD are completely independent entities and neither party has authority to make any representations or commitments on behalf of the other

CouchMD may immediately terminate these Terms and/or access to the CouchMD Service, or generally cease offering or deny access to the CouchMD Service, at any time, for any reason.

PLEASE READ THE TERMS AND CONDITIONS OF THIS TERMS OF USE AND COPYRIGHT NOTICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE, BUT ARE NOT LIMITED TO, VARIOUS LIMITATIONS AND EXCLUSIONS, AND INDEMNITIES. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, NO INFORMATION SET OUT IN THE WEBSITE OF OTHERWISE PROVIDED BY COUCHMD SHOULD BE RELIED UPON BY ANY PERSON OUTSIDE OF THE LISTED PROVINCES (AS DEFINED BELOW).

SERVICE DESCRIPTION

The Service allows Permanent Residents of the Listed Provinces to schedule Telemedicine consultations with Participating Practitioners who practice in the applicable Province. Telemedicine consultations may be reserved either through the Website or through such other means of communication as may be set out on the Website (including without limitation by telephone and email). We reserve the right to change the form and nature of the services we provide from time to time without prior notice to you. In addition, we may stop providing access to or aspects of the Website and/or Services (or any features within the Services) and we may not be able to provide you with prior notice.

SERVICE AVAILABILITY

The Service is available only to Permanent Residents of Listed Provinces in Canada. You may also only use the Service to schedule Telemedicine Services listed on the Website for the Listed Province in which you are a Permanent Resident. If you are not a Permanent Resident of a Listed Province, then you do not have the right to use the Service. If you are a minor (that is, under the age of 18 or 19, depending on your Province) then you cannot use the Services. The “Listed Provinces” are currently limited to Ontario and Alberta only. “Permanent Residents” are residents of a Listed Province who are registered with and entitled to coverage under the applicable provincial public health insurance plan (such as the Ontario Health Insurance Plan in Ontario).

By using the CouchMD Service and Telemedicine Services, you represent and warrant that you, or any Registered Dependent, meets the Residency Requirements at the time that the Telemedicine Services are provided. You agree that the CouchMD Service is made available solely for your personal and non-commercial use.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the CouchMD Service at any time, without notice to you.

PARTICIPATING PRACTITIONERS

Our participating practitioners (“Participating Practitioners”) are made up of two types of practitioners, Participating Therapists and Participating Physicians (each as defined below). At the time of scheduling a Telemedicine consultation, you may select a consultation with either a Participating Physician or a Participating Therapist. Please note that different fees and payments obligations apply depending on whether you select a consultation with a Participating Therapist or a Participating Physician.

All physicians providing Telemedicine Services, as defined below, (each a “Participating Physician”) are independent, regulated health professionals registered to practice medicine in the applicable Listed Province. All therapists providing Telemedicine Services, as defined below, (each a “Participating Therapists”) are independent, regulated professionals registered to provide psychotherapy services in the applicable Listed Province. CouchMD is not a healthcare provider. Participating Practitioners alone are responsible for the Telemedicine Services they provide, whether reserved or hosted through the CouchMD Service or otherwise.

If you want information about any particular Participating Physician, consult his or her profile on the register on the website of the College of Physicians and Surgeons of the Listed Province. If you want information about any particular Participating Therapist, consult his or her profile on the register on the website of the applicable College of Social Workers and Social Service Workers of the Listed Province.

TELEMEDICINE CONSULTATIONS

Telemedicine is the delivery of healthcare, psychotherapy and other services using interactive text, email, audio and/or video technology, where the patient and the physician or therapist are not in the same physical location. Telemedicine Consultations are provided by Participating Practitioners to Users, and may be scheduled and/or hosted through the CouchMD Service. HOWEVER, COUCHMD DOES NOT PROVIDE ANY TELEMEDICINE SERVICES.

Accordingly, in using the Services you acknowledge and agree that:

1. CouchMD is not a party to the relationship between you and any Participating Practitioner providing Telemedicine Services. Participating Practitioners are independent contractors who are not employed by CouchMD or otherwise affiliated with CouchMD.

2. PARTICIPATING PRACTITIONERS ARE SOLELY RESPONSIBLE FOR TELEMEDICINE SERVICES AND ANY OTHER SERVICES THAT THEY PROVIDE TO YOU, INCLUDING COMPLIANCE WITH STANDARDS OF CARE AND RECORD-KEEPING AND OTHER PROFESSIONAL OBLIGATIONS.

3. As with any other medical consultation, no results can be guaranteed or assured: your Participating Practitioner may determine that Telemedicine Services are not appropriate for some or all of your treatment needs, and accordingly may elect not to provide Telemedicine Services to you.

4. As with any other health care service, there are risks associated with the use of the Telemedicine Services.

5. You are solely responsible for providing the Participating Practitioner with the information that he or she advises is required in order to provide you with Telemedicine Services.

6. YOU AGREE THAT ANY PRESCRIPTIONS YOU ACQUIRE FROM A PARTICIPATING PHYSICIAN ARE SOLELY FOR THE PERSONAL USE OF THE INDIVIDUAL NAMED ON THE PRESCRIPTION. YOU AGREE TO FULLY AND CAREFULLY READ ALL PROVIDED PRODUCT INFORMATION AND LABELS, AND TO CONTACT A PHYSICIAN OR PHARMACIST IF YOU HAVE ANY QUESTIONS REGARDING THE PRESCRIPTION OR MEDICATION.

7. You should report any medication reactions, side effects or other adverse events to your family physician or, if you do not have one, to the nearest walk-in clinic or emergency room or call 911 if any reaction is an emergency situation. Do not report drug reactions, side effects or adverse events through the CouchMD Service. Please note that Participating Practitioners are prohibited from prescribing narcotics, controlled substances, certain medications, non-therapeutic drugs, and other forms of medication or treatment which have the potential to be abused.

8. Participating Practitioners have the discretion to refuse or discontinue the provision of Telemedicine Services to any User at any time, including for actual or potential misuse of the Telemedicine Services by a User.

LIMITS ON TELEMEDICINE SERVICES

The CouchMD Service may only be used to schedule appointments for the Telemedicine Services listed on the Website. YOU MUST NOT USE THE COUCHMD SERVICE FOR EMERGENCY MEDICAL NEEDS. IF YOU BELIEVE THAT YOU ARE DEALING WITH A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY OR ATTEND YOUR NEAREST EMERGENCY ROOM. Without limiting the foregoing, the following symptoms are specifically excluded from the Telemedicine Services: chest pains, difficulty breathing, fever in children under the age of 3 months, blackouts or feeling like you may blackout, any impairment in level of consciousness, stroke like symptoms such as impaired sensation or paralysis to one side of your body, inability to speak or comprehend language, any abdominal pain severe enough that you are unable to comfortably walk.

Further, any interaction with a Participating Practitioner on Telemedicine consultations scheduled through the CouchMD Service is not intended to take the place of appointments with your regular primary care provider. If you do not have an established relationship with a primary care provider, you are encouraged to develop one. You should seek emergency help or follow-up care when recommended by the Participating Physician. We do not provide your family physician with a report about the Telemedicine Services that you receive from Participating Practitioners. So that your family physician can take into consideration these Telemedicine Services, including any prescriptions, it is always advisable that you notify your physician about the Telemedicine Services you receive, including the issues that caused you to request them, and if need be have them liaise with the applicable Participating Practitioner directly. Please note that in accordance with their respective regulatory bodies, Participating Practitioners may refuse to provide the CouchMD Service to you at any time, in their absolute discretion.

PRIVACY AND PERSONAL HEALTH INFORMATION

Our collection, use, disclosure, retention and disposal and destruction of Information are governed by our Privacy Policy, located at www.couchmd.ca/privacy-policy. You must review our Privacy Policy prior to agreeing to these Terms as the Privacy Policy is incorporated by reference into, and accordingly is part of, these Terms.

If you have questions about our privacy program, our management of your Information, or the personal information that we disclose to Third Party payers, please contact us as set out in the Privacy Policy.

During your telemedicine consultation with a Participating Practitioner, you will be asked to provide the Participating Practitioner certain Personal Information including Personal Health Information (“PHI”). You may also be asked to provide this information at the time of scheduling any consultation. Any such PHI is collected directly on behalf of the applicable Participating Practitioner and is not collected, stored or processed by CouchMD. Participating Practitioners are solely responsible for the collection, processing, use, storage or distribution of your PHI. CouchMD does not collect, process, use, store or distribute any PHI, and is not responsible for any acts or omissions of Participating Practitioners.

DISCLAIMER OF CONTENT

None of the information or materials (collectively “Content”) available through the CouchMD Service is medical advice, treatment, diagnosis or an endorsement, representation or warranty that any particular medication or treatment is safe, appropriate, or effective for you. Content is for informational purposes only. It is your responsibility to discuss any Content with your family physician or another healthcare provider prior to relying on it and any reliance on Content is at your own risk.

OWNERSHIP AND COPYRIGHT

The CouchMD Service, all Content and rights therein, are and shall remain CouchMD’s property or the property of CouchMD’s licensors. Neither these Terms nor your use of the CouchMD Service convey or grant to you any rights to use or reference in any manner CouchMD’s brand elements, company name, logo, product and service names, trademarks or services marks or those of CouchMD’s licensors. You are not permitted to copy or otherwise reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any Content, except as expressly permitted by these Terms.

The Website, all Content and rights therein, except user generated content (collectively, the “Non-User Generated Content”), are ours or our licensors’ property and are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. You do not acquire ownership rights to the Website or any Non-User Generated Content in relation to the Services.

Subject to these Terms, you are hereby granted a limited, non-transferable, non-exclusive license to access, view and use the Website strictly for the Purpose. Other than for the Purpose, the reproduction in any form, the incorporation into any information retrieval system (whether electronic or mechanical), reverse-engineering, duplication, recording (whether visual or audio), streaming, redistribution, preparation of derivative works, licensing, exploitation, sale, assignment, use, modification or publication or any other use by you of any part of the Non-User Generated Content in any manner whatsoever except with our written consent, is strictly prohibited. If you require any further information on such license, address your inquiry to admin@couchmd.ca.

Any infringement of CouchMD’s rights will result in appropriate legal action. CouchMD disclaims any and all liability for any consequences which may result from the unauthorized reproduction or use of the Website whatsoever.

RESTRICTIONS

While using the CouchMD Service, you may not, and represent and promise that you will not:

1. Remove or alter any copyright, trademark, brand elements or other proprietary notices.

2. Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the CouchMD Service except as expressly permitted by CouchMD.

3. Decompile, reverse engineer or disassemble the CouchMD Service except as may be permitted by applicable law.

4. Link to, mirror or frame any portion of the CouchMD Service.

5. Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the CouchMD Service, or unduly burdening or hindering the operation and/or functionality of any aspect of the CouchMD Service.

6. Attempt to gain unauthorized access to or impair any aspect of the CouchMD Service, or its related systems or networks.

7. Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity.

8. Use the CouchMD Service in a manner that violates any laws.

9. Use CouchMD for any purpose other than the CouchMD Service.

In addition, you agree to refrain from abusive language or inappropriate conduct when communicating with anyone through the CouchMD Service, including Participating Practitioners. You agree that you will not contact Participating Practitioners in respect of Telemedicine Services or Informational Services except through the CouchMD Service. For clarity, CouchMD has no interest in or control over any interaction that you may have with Participating Practitioners outside the CouchMD Service and unrelated to Telemedicine Services or Informational Services.

FEES/ PAYMENT/ PAYMENT OPTIONS

Like certain other health professional services, Telemedicine Services are provided for a fee. In respect of Telemedicine consultations with Participating Physicians, such fees are collected directly from the applicable Provincial public health insurance plan, and you grant your consent to the applicable Participating Physician to collect your applicable insurance number and use such number for the purpose of collecting the applicable fees from such health insurance plan. No additional fees shall be charged to you by CouchMD. In respect of Telemedicine consultations with Participating Therapists or as otherwise expressly communicated to you at the time of scheduling a consultation, separate fees will be charged to you and may be paid by credit card or as otherwise agreed at that time. Payment options are as may be agreed between you and the applicable Participating Practitioner. Such fees are charged by the Participating Practitioner and are not charged by CouchMD.

DISCLAIMER OF WARRANTIES

Your access to and use of the Website, Services and any Content is at your own risk.

You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, CouchMD AND ITS PARTNERS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any content thereon. We will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Website, Services, or any Content. You also agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Website and Services. We make no warranty that the Website or Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained through the Website or Services, will create any warranty not expressly made herein.

Without limiting the above, CouchMD does not warrant that the results that may be obtained from the use of the CouchMD Service or any Telemedicine Services will be accurate or reliable. CouchMD does not warrant the performance of any Participating Practitioners in the course of providing any Telemedicine Services.

You expressly agree that your use of, or inability to use, the CouchMD Service is at your sole risk.

LIMITATION OF COUCHMD’S LIABILITY

TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, COUCHMD AND ITS AFFILIATED PARTIES ASSUME NO LIABILITIY OR RESPONSIBILITY FOR ANY LIABILITY OF ANY KIND ARISING OUT OF OR INCURRED IN CONNECTION WITH THE FOLLOWING: (I) ERRORS, OMISSIONS, CURRENCY, INACCURACIES OF CONTENT (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE, OR INABILITY TO USE THE WEBSITE OR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR AND OUR AFFILITATES’ SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, PERSONAL HEALTH INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY DELAY, INTERRUPTION OR CESSATION OF TRANSMISSION OF THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER CONTAMINANTS WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (VI) USE AND RELIANCE ON THE WEBSITE, THE PLATFORM SERVICES OR ANY TRANSACTIONS OR RELATIONSHIPS BETWEEN YOU AND PARTICIPATING PRACTITIONERS, (VII) ANY DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR CONTROL, (VIII) ANY INFORMATION STORED BY ANY COMPUTER, MOBILE DEVICE OR NETWORK YOU USE TO ACCESS THE SERVICES, WHETHER PUBLIC OR PRIVATE AND/OR (IX) FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT MADE AVAILABLE VIA THE SERVICES; IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, COUCHMD IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE AND PROFESSIONAL NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, COUCHMD AND ITS AFFILIATED PARTIES ARE ALSO NOT LIABLE IN ANY WAY UNLESS THE INJURY OR DAMAGE IS DIRECTLY DUE TO THEIR NEGLIGENCE OR WILFUL MISCONDUCT. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COUCHMD AND YOU. THE WEBSITE, THE SERVICES AND THE CONTENT WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

YOU MUST INSTITUTE ANY CAUSE OF ACTION AGAINST COUCHMD WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED.

INDEMNIFICATION

You understand that when using the Service, you will be exposed to Content from a variety of sources, and that CouchMD is not responsible for the accuracy, usefulness, safety, security, or efficacy of or relating to such content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, inappropriate, misleading, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies that you have or may have against CouchMD, the Website or Services. You are responsible for confirming the terms and conditions, information provided and/or obtained from the Website or through the Services.

You agree to indemnify, defend and hold us and our respective parent, subsidiaries, directors, officers, shareholders, partners, professional representatives, the Participating Practitioners, independent contractors, agents, employees, principals, personnel, affiliates, business associates, lawyers, staff and affiliates (collectively, the “Affiliated Parties”) harmless from and against all claims of any kind, including reasonable legal fees, which third parties ever had, now have, or may in the future have against you or the Affiliated Parties reason of any cause, whether known or unknown, arising from, connected with or in any way related to without limitation (i) any violation of this Agreement or our Privacy Policy; (ii) your use of the Website or reliance on anything listed on the Website; or (iii) any violation of any third party rights or applicable laws.

GENERAL PROVISIONS

Entire Agreement. These Terms constitute the entire agreement and understanding of CouchMD and you with respect to their subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding the subject matter.

Governing Law. These Terms are governed by the laws of Ontario and the laws of Canada applicable therein, excluding any conflict of laws which would lead to the application of any other laws. By accessing the CouchMD Service, you agree that any disputes or matters arising from, connected with, or related to these Terms shall be brought to the provincial and federal courts located in the City of Toronto, Ontario.

Interpretation. The language in these Terms shall be interpreted as to its fair meaning and not strictly for or against either party. The headings used in this Agreement are included for convenience only and will not limit or otherwise affect this Agreement. To the extent that anything in or associated with the Website is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.

Non-assignment. These Terms are not assignable, transferable, or to be sublicensed by you except with CouchMD’s prior written consent. CouchMD may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.

Links to External Websites. Links on CouchMD’s Platform to other websites or resources including those operated by parties other than CouchMD, are provided for your convenience. CouchMD is not responsible for the availability of such websites or resources and does not endorse or accept responsibility for the content of such external websites or resources and has no responsibility for or control over the terms of use or privacy policy (if any) of the operators of the external websites or resources. Your access and viewing of any third party websites or resources is conducted at your own risk. CouchMD is not responsible even where we link you to those resources or refer you for your convenience.

Severability: If any provision in these terms is held to be invalid, void, or unenforceable, such provision (or the part of it that is making it invalid, void or unenforceable) will be struck and not affect the validity of and enforceability of the remaining provisions.

No Waiver. Failure of CouchMD to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.