Please read the following carefully

Important! These Terms of Use govern your use of this portal site (“Site”) which is owned and operated by Eugora Inc. (“Eugora”, “We”, “Our”, “Us”). We are pleased that you wish to use Our website creation and web marketing services, including the website templates, technical support tools and domain name hosting services that We make available on the Site (collectively, the “Services”). Please read these Terms of Use carefully before browsing the Site and using the Services. Any person who wishes to use this Site must accept these Terms of Use without change. BY ACCESSING THIS SITE AND USING THE SERVICES, YOU ARE INDICATING YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS OF USE AND ALL RELATED POLICIES AND GUIDELINES OF THIS SITE, IF ANY, AS INDICATED IN THESE TERMS OF USE ARE INCORPORATED BY REFERENCE.

These Terms of Use or any other policies or guidelines governing the Site are subject to change by Us at any time in Our sole discretion. Any changes will be effective upon the posting of the revisions on the Site. Your use of the Site will be subject to the most current version of the Terms of Use posted on the Site at the time of such use. Your continued use of this Site and the Services after such changes are implemented constitutes your acknowledgment and acceptance of the changes. Please consult these Terms of Use regularly. IF YOU DO NOT AGREE TO ANY CHANGES TO THESE TERMS OF USE, PLEASE IMMEDIATELY DISCONTINUE YOUR USE OF THE SITE AND THE SERVICES.

1.Your Registration Obligations

(a)In connection with your use of certain Services on the Site, you may be asked to provide certain registration details or other information. It is a condition of your use of this Site that all the information that you provide to this Site will be correct, current, and complete. If We believe that the information you provide is not correct, current, or complete, We have the right to refuse you access to this Site or any of its Services, and to terminate or suspend your access at any time. However, We have no obligation to verify the accuracy, currency completeness or usefulness of any information that you have provided.

(b)If you are a Therapist, you may decide to provide Us with certain professional practice information that will allow you and Us to describe and showcase the therapeutic services that you and your office/organization provides. If so, you agree to: (i) provide true, accurate, current and complete information about you and your organization (as applicable), including name, e-mail address and information regarding your skills/accreditation as prompted by the Services’ registration form (such information being the "Registration Data") and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You agree that you will not impersonate or in any way misrepresent your knowledge or authority to act on behalf of any person, company, or other entity. If you provide any information that is untrue, inaccurate, not current or incomplete, or if We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, We have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). If you are a Trial User, i.e. a therapist that wishes to use the Site and the Services on a trial basis, you are free to do so without providing any Registration Data to Us.

(c)Whether you are a Therapist or a Trial User, you must be at least eighteen (18) years old to use the registered Services. Your use of the registered Services is a representation to Us that you are at least eighteen (18) years of age. You agree to cooperate with Our reasonable measures to verify your identity and authority in connection with your use of the Services.

2.Proprietary Information

(a)The Site contains text, graphics, photos, images, software (including webpage templates), tools, logos, icons and other materials (“Site Content”) furnished by Eugora. You do not acquire any ownership rights by downloading Site Content from the Site or by subscribing to Our services.

(b)Eugora will not assert any ownership rights to any individual content owned by Therapists or Trial Users and placed by such Therapists or Trial Users on any Therapist/Trial User website, whether managed by Eugora or hyperlinked from this Site.

3.Hyperlinks

This Site contains hyperlinks to other sites, including hyperlinks to sites operated by individual Therapists that are maintained by Us and other third party sites that are not maintained by or related to Us. Hyperlinks to such sites are provided solely as a convenience to you and do not imply any endorsement by Us of any affiliation with or endorsement by the owner of the linked site. We have no control over such third party sites. We are not responsible for the availability of such external sites and no endorsement of any third party products or services is expressed or implied by any information, material or content referred to or included on or linked from or to the Site. We do not assume responsibility for the accuracy, completeness, accessibility and usefulness of the information, data, opinions, advice or statements contained at such sites and your access and use of such third party sites, including any information, material, products and services therein, is solely at your own risk. We accept no liability for any direct, indirect, incidental, exemplary, consequential, punitive or other losses or damages of whatsoever kind arising out of access to or use of any hyperlinked website or any information or reliance on any such content, goods or services available on or through any such linked website. You also understand and agree that Our Privacy Policy is applicable only while you are using the Site. Once you are linked to another website, you should read the Privacy Policy of that website before disclosing any personal information.

4.Use of the Services

(a)You understand that the Services include various kinds of information, including but not limited to descriptions of specific services offered by Therapists who are listed on this Site.

(b)While We attempt to be as accurate as possible regarding the Services, and to ensure that all information contained on the Site is accurate and up-to-date, We do not represent or warrant that the information contained on the Site is accurate, complete, reliable, current or error-free. Eugora does not independently assess any Therapists nor the quality of services to be offered by any Therapist on this Site. For greater clarity, the web pages that are created through the Services do not represent the opinions of Eugora regarding any Therapist. Accordingly, you understand and agree that Eugora (i) does not make any representations or warranties as to the quality or nature of any services obtained from Therapists listed on the Site or any related site; (ii) will not be responsible in any way whatsoever for any services that a client may receive from a Therapist listed on this Site; (iii) is not your agent in any regard. Moreover, while your use of the Services available on this Site may help provide you with additional referrals and clients, there are many independent factors that will affect your ability to create a successful professional practice and therefore We make no guarantee as to the results that you may achieve through your use of the Site and the Services.

(c)Accordingly, you understand and agree that the Services are provided on an "As-Is, As Available" basis without any warranty, representation or covenant of any kind, including as to any result or benefit that you may obtain through your use of the Services or the Site, and that We assume no responsibility for the timeliness, truthfulness, accuracy, reliability or completeness of any information made available to you through the Services/Site or for the misdelivery of any information accessed or downloaded by you. You acknowledge that any reliance on the Site/Services will be at your own risk and that you must evaluate and bear all risks associated with the use of any Services, including any reliance on the accuracy, completeness, or usefulness of the Site/Services. You will hold Us harmless and blameless and free of any and all liabilities that may occur as a result of any use or application of the information provided by Us in connection with your use of the Site/Services.

5.Conduct and the Use of Email and the Site/Submissions

(a)We expect that you will access and use the Site in a professional, responsible and business-like manner in accordance with applicable laws. As a visitor to the Site, you may have the opportunity to post comments, submit questions or other information regarding the Services or otherwise, or otherwise engage in dialogue with representatives of Ours through the sending of email to the Site. We welcome your content, remarks, reviews, suggestions, ideas, graphics, photos and other information communicated to Us by you through this Site (collectively, a “Submission”) so long as such Submissions are not obscene, illegal, threatening, defamatory, libellous, invasive of privacy, infringing of third party intellectual property or privacy rights, or is otherwise injurious to third parties and does not consist of or contain software viruses, chain letters, or any form of “spam”. You are prohibited from using a false e-mail address, from impersonating another person or entity, or otherwise misleading Us as to your identity when you are on the Site or otherwise communicating with Us.

(b)You hereby grant to Us a royalty-free, perpetual, irrevocable, worldwide, non exclusive right and license to reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, copy, bundle, market, adapt, transmit, arrange, sublicense, export, merge, transfer, loan, rent, lease, assign, share, outsource, host, make available to any person, display or otherwise use any Submission communicated to Us by you through this Site (including, without limitation, any ideas, concepts, inventions, know-how, techniques or any intellectual property contained therein) and to incorporate any Submission in other works in any form, media, or technology now known or later developed, including for advertising and promotion purposes, for any purpose, whatsoever, without any duty to account to you. You represent and warrant that you own or otherwise control all of the rights to the Submission that you post; that the Submission is accurate; that the use of the Submission that you supply does not violate these Terms of Use and will not cause injury to any person or entity, and that you will indemnify Us for all claims resulting from any Submission that you provide to Us. In addition, you irrevocably waive all of your moral rights as author in respect of such Submission, however arising. We will not be required to treat any Submission as confidential, and may use any Submission in Our business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Eugora operations. For greater clarity, We also reserve the right, in Our sole discretion, to refuse to post any Submission that it receives from you.

(c)You further agree that you will use this Site for lawful purposes only and represent and warrant that you will not use the Site to:

(i)download, post, e-mail or otherwise transmit any Submission that is unlawful, harmful, threatening, abusive, harassing, tortuous, homophobic, sexist, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, including but not limited to any Submission which encourages conduct that would constitute a criminal offence, violate the laws of others or otherwise violates any applicable local, provincial, national or international law;

(ii)harm minors in any way;

(iii)download, post, e-mail or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual, professional, or fiduciary relationships (such as private information disclosed in a therapy session, insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(iv)use the Site or any Site Content or Third Party Content (collectively, “Content”) downloaded through the Site to post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation to which the recipient has not already consented;

(v)upload, post, e-mail or otherwise transmit any Submission to the Site that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment or that imposes an unreasonable or disproportionately large load on the Site’s infrastructure or limits the functionality of any Eugora or third party computer hardware, software, networks, or hardware or telecommunications equipment;

(vi)interfere with or disrupt the Site or servers or networks connected to the Site, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any “denial of service” attacks, “spamming”, “crashing”, “flooding” or “mail-bombing” the Site or disobeying any requirements, procedures, policies or regulations of networks connected to the Site;

(vii)direct bots, spiders, crawlers, avatars, intelligent agents or any other automated process at Our computer systems or otherwise, create unreasonable load upon any of Our computer hardware, network, storage, input/output or electronic control devices;

(viii)intentionally or unintentionally violate any applicable local, provincial, national or international law, rule or regulation applicable in connection with the Site;

(ix)collect or store personal data about other users of the Site.

(d)Any breach of the above representations, covenants and warranties will result in immediate termination of your use of the Site, and, if appropriate, referral to relevant law enforcement authorities.

(e)We will treat any personal information that you submit to this Site in accordance with Our Privacy Policy.

6.Privacy Policy

Please click here to read and review Our Privacy Policy, which describes Our privacy policies and practices in detail, as such statement may be amended from time to time by Us. We advise you to check the Privacy Policy on a frequent basis for changes. You hereby consent to the use of your personal information by Us in accordance with the terms and for the limited purposes set forth in the Privacy Policy. By agreeing to these Terms of Use, you acknowledge and agree that certain information about you is subject to Our Privacy Policy.

7.Disclaimer of Warranties/Limitation of Liability

(a)You understand that We cannot and do not guarantee or warrant that files or information available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this Site for the reconstruction of any lost data. We do not assume any responsibility or risk for your use of the Internet.

(b)You, and not Eugora, assume the entire cost of all necessary servicing, repair or correction in the event of any loss or damage arising from the use of this Site, the Content or the Services. Any Content downloaded or otherwise obtained through your use of the Site is used by you at your own risk and you will be solely responsible for any damage to your computer systems or loss of data that results from the downloading of such material. We do not represent or warrant that the Content, the Site, its servers or email sent from the Site are free from viruses or other harmful components.

(c)YOUR USE OF THIS SITE IS AT YOUR OWN RISK. EVERYTHING ON THE SITE, INCLUDING THE CONTENT AND THE SERVICES AVAILABLE THROUGH THIS SITE, IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. EUGORA EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT OR THOSE ARISING OUT A COURSE OF DEALING OR USAGE OF TRADE FOR THE SITE AND THE SERVICES.

(d)WE MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE COMPLETENESS, ACCURACY, AVAILABILITY OR APPROPRIATENESS OF THE SITE, THE CONTENT OR THE SERVICES OR THEIR USEFULNESS FOR YOUR PURPOSES. FOR GREATER CLARITY, WE DO NOT REPRESENT OR WARRANT THAT (i) THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED, RELIABLE, ACCURATE, COMPLETE, SUITABLE, VALID, TRUTHFUL, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS IN ANY WAY; (ii) ANY DEFECTS IN THE CONTENT WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (iii) THE USE OF THE CONTENT AND THE SITE WILL BE TIMELY, SECURE, OR ERROR-FREE; (IV) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE CONTENT, THE SITE OR ANY SERVICES OBTAINED THROUGH THE SITE WILL BE ACCURATE, BENEFICIAL OR RELIABLE; OR (v) THE QUALITY OF ANY CONTENT OR SERVICES OBTAINED BY YOU THROUGH YOUR USE OF THE SITE OR THE SERVICES WILL MEET YOUR EXPECTATIONS. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND WE MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME.

(e)IN NO EVENT WILL EUGORA, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, THIRD PARTY PROVIDERS, AGENTS OR ADVISORS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF INCOME, LOSS OF ANTICIPATED SALES, LOSS OF OPPORTUNITIES, BUSINESS INTERRUPTION, FAILURE TO REALIZE UNEXPECTED SAVINGS, DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR OTHER ECONOMIC LOSS ARISING FROM: (i) YOUR USE OR INABILITY TO USE THE SITE, THE CONTENT OR ANY SERVICES OBTAINED THROUGH THE SITE OR ANY SITE TO WHICH YOU HYPERLINK FROM THE SITE; (ii) ANY THIRD PARTY CLAIMS THAT THE USE BY YOU OF THE CONTENT OR ANY OF THE SERVICES VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT OR PRIVACY RIGHT; (iii) ANY FAILURE OF PERFORMANCE OF THE SITE OR THE CONTENT, WHETHER RELATED TO ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES OR LINE FAILURE; OR (iv) ANY OTHER MATTERS RELATING TO THIS SITE, ANY SUBMISSIONS, THE CONTENT OR THE SERVICES, BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, FUNDAMENTAL BREACH, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, WHETHER OR NOT SUCH EUGORA HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT YOU MIGHT INCUR SUCH DAMAGES.

(f)WE DISCLAIM ANY AND ALL SUCH ABOVE REPRESENTATIONS, WARRANTIES AND CONDITIONS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

8.Indemnity

You agree at all times to defend, indemnify and hold harmless Eugora, its employees, contractors, agents, officers, directors, successors and assigns (the “Indemnified Parties”) from and against any claims, losses, judgements, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the foregoing parties due to or resulting from your use or misuse of the Site, the Content, the Services, from Submissions that you post to, submit or transmit through the Site or from your violation of these Terms of Use. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the Content, the Site or the Services.

9.Security

(a)Any usernames and passwords used for this Site are for individual use only. You will be responsible for the security of your username and password. We will be entitled to monitor your username and password and, at Our discretion, require you to change them.

(b)You further agree not to disclose your password to any other person and Eugora and its officers, directors and employees will not be responsible for the unauthorized use of your profile by any other person and are under no obligation to confirm the actual identity of any password. You also agree to change your password on a regular basis in order to reduce the potential for unauthorised third party use and agree to notify Us immediately upon becoming aware of any known or suspected unauthorized use(s) of your password to gain access to your profile, or any known breach of security, including loss, theft or unauthorized disclosure of your password or account or any other breach of security, via e-mail to Us if at any time your password or username is, or you believe it has been, lost, stolen, disclosed, or otherwise compromised. We cannot and will not be liable for any loss or damage arising from your failure to comply with these provisions.

(c)You are prohibited from using any services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, We reserve the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. We reserve the right to investigate suspected violations of these Terms of Use.

(d)We also reserve the right to require you to fully cooperate with any law enforcement authorities or court order requesting or directing you to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use. By accepting this Agreement you waive, and hold Us harmless from, any claims resulting from any action taken by Us during or as a result of Our investigations and/or from any actions taken as a consequence of investigations by either Us or law enforcement authorities.

10.Applicable Law

These Terms of Use and any action related thereto or related to the Site, the Services and the Content will be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws applicable therein without giving effect to any principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded from this agreement. You agree that any action at law or in equity arising out of or relating to these Terms of Use or your use of the Site, the Content and the Services will be filed only in a court located in Toronto, Ontario, Canada, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts for the purpose of any such action. Your use of the Site is void where prohibited by laws in jurisdictions to which you are otherwise subject, and you agree not to visit or use the Site or the Content in any such circumstances. Sections 2-8, 10, 12 and 15-18 will survive any termination of these Terms of Use for any reason.

11.Termination

These Terms of Use will remain in effect for so long as you use this Site or the Services. You agree that this agreement can only be terminated by you once you have stopped using the Site or the Services. We reserve the right to terminate your use of the Site at any time, for any reason, with or without cause, if We believe that you are violating these Terms of Use in any way. We also have the right, in Our sole discretion, to remove any Submissions from the Site. Eugora may also terminate your password on the Site at any time, with or without cause or notice, for any reason. If you wish to terminate your account, you many choose to cease your use of the Site or to send Eugora notification by e-mail. We will not be responsible for maintaining or returning Submissions or your password. You should always maintain a copy of your Submissions. You acknowledge that any termination of this agreement will not discharge you of any of your obligations to pay for any outstanding fees, charges or penalties owed to Us at the time of termination. Any custom domain names purchased on behalf of a client will be transferred by Eugora to another accredited registrar of Your choice with a request in writing at the soonest possible time given technological constraints.

12.Entire Agreement

These Terms of Use and any other legal notices, policies and guidelines of Ours linked to these Terms of Use constitute the entire agreement between you and Us relating to your use of this Site and supersede any prior understandings or agreements (whether oral or written), claims, representations, and understandings of the parties regarding such subject matter and the Terms of Use may not be amended or modified except in writing or by making such amendments or modifications available on this Site.

13.No Agency; Third Party Beneficiary

We are not your agent, fiduciary, trustee, or other representative. Nothing expressed or mentioned in or implied from these Terms of Use is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms of Use. These Terms of Use and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Eugora, you, and relying Third Party Providers.

14.Assignment

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder without the prior written consent of Eugora.

15.Severability

If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

16.No Waiver

We will not be considered to have waived any of Our rights or remedies described in these Terms of Use unless the waiver is in writing and signed by Us. No delay or omission by Us in exercising Our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Our failure to enforce the strict performance of any provision of these Terms of Use will not constitute a waiver of Our right to subsequently enforce such provision or any other provisions of these Terms of Use.

17.Headings

The headings used in these Terms of Use are included for convenience only and have no legal or contractual effect and will not affect the construction or interpretation of these Terms of Use.

18.Language

You agree that English will be the language of the Site and of all transactions occurring in connection with the Site, and you agree to waive any right to use and rely upon any other language or translations. You acknowledge that it is your express wish that these Terms of Use have been drawn up in English. C'est la volenté expresse des parties que la présente convention ainsi que tous les documents legales qui s'y rattachent soient rédigés en anglais.