Terms and Conditions

Last updated: November 25, 2019

By accessing the https://jade.psylio.com website (the “Website”) developed and/or used by Optania Solutions Inc. and/or any of their subsidiaries (collectively “Optania,” “we,” “our” or “us”), you agree to all of the terms and conditions of use of the Jade Platform (hereinafter the “Terms and Conditions”), as a Counsellor (as that term is defined in paragraph 2.1 a) hereof) or as a Client (as that term is defined in paragraph 2.1 b) hereof). For the purposes of these Terms and Conditions, the “Counsellor” and the “Client” are collectively referred to as the “User” or “you” or “your,” as the case may be. Optania and the Users are collectively referred to as the “Parties” or individually as a “Party.”

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU UNDERSTAND THAT YOU ARE PROHIBITED FROM USING THE JADE PLATFORM AND IN THE EVENT THAT YOU HAVE ACCESS TO IT, YOU MUST STOP USING IT IMMEDIATELY.

1. The Jade Platform

1.1 The Psylio Platform allows Counsellors to create a professional profile which, with their explicit consent, can be published online via the Jade Platform and made accessible to the general public. Through this professional profile, the public can access the information that the Counsellor has chosen to share and make a request for an appointment. Optania acts only as an intermediary between the Counsellor and the public. Optania neither acquires nor sells, provides, controls, administers, offers or delivers any information concerning the people who visit the professional profiles of the Counsellors referenced on the Jade Platform.

Jade offers the public a range of content to support them in their consultation process. Jade also offers search tools to find and access the right Counsellor.

1.2 Due to the nature of the Internet, Optania cannot guarantee the continued, uninterrupted availability and accessibility of the Jade Platform. Optania may, with notice, temporarily suspend the availability of the Jade Platform or certain parts or modules thereof if Optania deems that modifications must be made to the Jade Platform in order to maintain or improve the Jade Platform. This action may be done immediately and without notice from Optania if we must protect the security or integrity of our servers. You acknowledge and agree that Optania may improve, upgrade or modify the Jade Platform or introduce or withdraw new Jade Services at any time.

2. Eligibility

2.1 Access to or use of certain modules of the Jade Platform may be subject to distinct policies, rules or standards or may require you to accept additional terms and conditions before you can access such modules or use certain components of the Jade Platform. If there is a conflict between the provisions of these Terms and Conditions and the terms and conditions applicable to another part of the Jade Platform, the terms and conditions of such other parts of the Jade Platform shall prevail except if otherwise provided in such terms and conditions.

3. Intellectual Property

3.1 The Jade Platform may, in whole or in part, be protected by copyright, trademark and/or other applicable laws of Canada and other countries. You acknowledge and agree that the Jade Platform, including all associated intellectual property rights, are and shall remain the exclusive property of Optania and/or its licensors or of third parties allowing such use. You shall not remove, alter or otherwise impair any copyrights, trademarks or other proprietary rights notices incorporated into or accompanying the Jade Platform or the User Content. All trademarks, marks, logos, trade names and other intellectual property rights of Optania, if any, used in or related to the Jade Platform are trademarks or registered trademarks of Optania in Canada. You acknowledge and agree that third party trademarks, service marks, logos, trade names and other intellectual property rights used in or related to the Jade Platform are used for identification purposes only and may be the property of their respective owners.

3.2 You shall not use, copy, adapt, modify, prepare, distribute, license, sell, transfer, publicly display, transmit or otherwise exploit the Jade Platform. No licence or right is granted to you implicitly or otherwise under any intellectual property right being owned or controlled by Optania or its licensors except for the licences and rights granted through these Terms and Conditions.

Subject to your compliance with these Terms and Conditions, Optania grants you a limited, non-exclusive, non-assignable, revocable, non-transferable licence to:

• a) use the Website
• b) access and view any Content made available to you on or through the Jade Platform and accessible for your personal and non-commercial use

3.3 Optania complies with all copyright laws and expects its Users to comply with them as well. If you believe that any content on the Jade Platform violates intellectual property rights that you own, please inform us by email at support@psylio.com.

4. Special Conditions for Users

4.1 As part of your use of the Jade Platform, you agree not to or assist or allow others to:

• a) violate or circumvent any applicable law or regulation, any agreement with regard to the rights of employers, partners, third parties, or the Terms and Conditions or any policies or standards adopted from time to time by Optania
• b) use the Jade Platform or the Content for commercial purposes or any other purpose not expressly permitted by these Terms and Conditions or in a manner that falsely implicates or otherwise misleads third parties with regard to your affiliation with Optania
• c) copy, store or otherwise access or use any information, including any personal information about another User stored on the Jade Platform in any way that contravenes Optania’s Privacy Policy or these Terms and Conditions or which otherwise violates the privacy of Users or third parties
• d) use, display the Jade Platform or the Content or any other individual element found within the Jade Platform
• e) dilute, affect or otherwise violate any Optania-owned trademark in any way including through the unauthorized use of the Optania Content by registering and/or using Optania or derived terms in domain names, trade names, trademarks or by registering and/or using domain names, trademarks or other identifiers that closely mimic or may be confused with the Optania domain name or trademark
• f) violate or infringe the rights of any person or otherwise cause harm to any person.

4.2 You acknowledge that Optania has no obligation to monitor the access or use of the Jade Platform by any User or to review or block access to or modify any User Content, but has the right to do so in order to:

• a) Operate, secure and improve the Jade Platform
• b) Ensure compliance of the Terms and Conditions by the Users
• c) Comply with any applicable law, order or requirement of a court or other governmental organization
• d) Handle any User Content that Optania determines, in its sole and absolute discretion, to be harmful or unacceptable or otherwise as more fully established in these Terms and Conditions

Users agree to cooperate and assist Optania in good faith and to provide Optania with any information and to take any action that may reasonably be required by Optania to comply with any investigation undertaken by Optania or a representative of Optania regarding the use or abuse of the Jade Platform.

5. Disclaimers

5.1 Optania makes no representations or warranties regarding the proper functioning of the Jade Platform, its suitability for use or the absence of error or interruption during its use.

5.2 Optania also makes no representations or warranties as to the skills or representations of Counsellors suggested on the Jade Platform. It is the Client’s responsibility to validate the qualifications of the selected professional via the professional associations in their jurisdiction. The choice of Counsellors (suggested or not) must be made freely by the Client. Optania does not guarantee in any way the performance of the suggested Counsellors or the quality of the health care services offered by them.

5.3 THE COMPONENTS OF THE JADE PLATFORM AS WELL AS THE PRODUCTS AND/OR SERVICES (IF ANY) ARE PROVIDED TO YOU “AS IS” AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. OPTANIA EXCLUDES ALL WARRANTIES OR CONDITIONS, WHETHER WRITTEN OR ORAL, LEGAL OR CONVENTIONAL, INCLUDING WARRANTIES OF QUALITY, DURABILITY, ADAPTABILITY OR FITNESS FOR A SPECIFIC PURPOSE.

5.4 Optania makes no representations or warranties and expressly excludes, through these Terms and Conditions, any liability for any treatment or action based on the information offered or submitted directly or indirectly through the Jade Platform.

6. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE, TO THE EXTENT PERMITTED BY LAW, TO THE OVERALL RISK RESULTING FROM YOUR ACCESS AND USE OF THE JADE PLATFORM AND OF THE CONTENT, OR THE USE OF ANY OTHER SERVICE OR OTHER INTERACTION THAT YOU MAY HAVE WITH OTHER USERS, WHETHER IN PERSON OR ONLINE. NEITHER OPTANIA NOR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE JADE PLATFORM OR OF THE OPTANIA CONTENT SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, REPLACEMENT COSTS FOR ANY PREJUDICE OR FOR ANY DAMAGE OR INCONVENIENCE OR ANY BODILY OR MORAL HARM RELATED TO I) THESE TERMS AND CONDITIONS, II) THE USE OR INABILITY TO USE THE JADE PLATFORM OR THE CONTENT, OR III) ANY COMMUNICATION, INTERACTION OR MEETING WITH ANY PERSON WITH WHOM YOU MAY COMMUNICATE, INTERACT OR MEET BECAUSE OF YOUR USE OF THE JADE PLATFORM (INCLUDING HEALTHCARE PROFESSIONALS), WHETHER BASED ON LEGAL WARRANTY, CIVIL AND EXTRA-CONTRACTUAL LIABILITY (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY AND WHETHER OPTANIA HAS OR HAS NOT BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT WITH RESPECT TO OPTANIA’S OBLIGATIONS, AS THE CASE MAY BE, UNDER ANY CIRCUMSTANCES, TO THE EXTENT PERMITTED BY LAW, OPTANIA’S TOTAL LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS AND YOUR USE OF THE JADE PLATFORM OR YOUR USE OR INABILITY TO USE THE JADE PLATFORM OR THE CONTENT SHALL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS ($100 CAD), TO THE EXTENT PERMITTED BY LAW.

7. Indemnification

To the fullest extent permitted by any applicable law, you agree to release, defend (at Optania’s option), indemnify and hold harmless Optania and its subsidiaries, including but not limited to their officers, directors, employees and agents, from and against any claim, liability, responsibility, damage, loss and expense including, without limitation, any legal and accounting costs, arising out of or in any way related to:

• a) your violation of these Terms and Conditions or any other policy or standard of Optania
• b) your inappropriate use of the Jade Platform
• c) your interaction with any User, your User Content, including, without limitation, any prejudice, loss or damage (whether compensatory, direct, indirect or otherwise) of any kind, arising out of or as a result of your interaction, use
• d) your violation of any law, regulation or third-party rights

8. Confidentiality

You agree not to use any technical, financial, strategic information or other information belonging to Optania with regard to the company, its operations, Optania’s property, including any information belonging to Users (collectively the “Confidential Information”) disclosed to you by Optania for your personal use or for any other reason other than those mentioned herein. You shall not disclose or permit the disclosure of any Confidential Information to third parties. You agree to take reasonable steps to protect the confidentiality of and to avoid the disclosure or use of the Confidential Information about Optania and its subsidiaries to prevent it from being disclosed publicly. Notwithstanding the foregoing, you shall not be liable to Optania with regard to any Confidential Information to the extent that you can demonstrate that the Confidential Information:

• a) was in the public domain at the time it was disclosed by Optania
• b) has been disclosed publicly without any fault on your part
• c) was known to you, without restriction, upon disclosure, as shown in files in existence at the time of disclosure
• d) is disclosed with the prior written consent of Optania
• e) becomes known to you, without restriction, from a source other than Optania, without any violation of these Terms and Conditions on your part and without being otherwise in violation of Optania’s rights
• f) is disclosed in accordance with an order or requirement of a court, governmental authority or other governmental organization; provided, however, that you shall provide Optania with a notice of such order or requirement as soon as possible to allow Optania to seek a protection order or to prevent or restrict such disclosure

9. Amendments to the Terms and Conditions

The following elements of these Terms and Conditions may be unilaterally amended by Optania from time to time:

• - Jade Platform
• - Eligibility
• - Special Conditions for Users
• - Disclaimers
• - Limitation of Liability
• - Indemnification
• - Confidentiality
• - Amendments to the Terms and Conditions
• - General Provisions
• - Privacy Policy

Prior to making any amendment to these Terms and Conditions, Optania shall provide the User, thirty (30) days prior to the effective date of such amendment, a written notice clearly and legibly stating the new or amended provision as well as its previous version and the effective date of the amendment.

The User may refuse the amendment and stop using the Jade Platform, all without charge, penalty or termination fee, by sending a notice to this effect to Optania no later than thirty (30) days following the effective date of the amendment, if the amendment results in the increase of an obligation of the User or the reduction of an obligation of Optania.

10. General Provisions

10.1 These Terms and Conditions shall be governed by the applicable laws of Quebec. If any provision of these Terms and Conditions is or becomes invalid or unenforceable, the Parties shall continue to be bound by the other provisions of these Terms and Conditions. In such a case, the Parties shall replace the invalid or unenforceable provision with provisions that are, to the greatest extent possible, similar in effect to the provisions that have been invalidated or found to be unenforceable, considering the content and purposes of these Terms and Conditions. You agree that these Terms and Conditions and all agreements that are an integral part of them may be automatically assigned by Optania in its sole and absolute discretion without notice to you, subject to the applicable laws. If you are considered a consumer in connection with your use of the Jade Platform and if certain provisions of the applicable public policy in your province, state or country are more beneficial than these Terms and Conditions, such provisions shall take precedence over the Terms and Conditions.

10.2 Any notice to Optania shall be sent to it in one of two means:

• a) By certified mail, prepaid postage and with acknowledgment of receipt to
• Optania Solutions inc.
  284, rue de l’Hôtel-de-Ville
  Saguenay (Québec) G7H 4W7
  Canada
• b) By email to the following email address: support@psylio.com

10.3 Titles in these Terms and Conditions are for reference purposes only and may not be used in any way to interpret such provision. The words “included,” “including” are deemed to be followed by the words “without any limitation.”

10.4 Failure of a Party to act because of a breach by another Party does not constitute a waiver of that Party’s right to act in connection with subsequent or similar breaches.

10.5 These Terms and Conditions govern your use of the Jade Platform and supersede any other agreement and/or convention between the Parties whether verbal or written.

If you have any questions regarding the Jade Platform, please contact our customer service by email at: support@psylio.com.