Kelly Pritchard (“KP”, “we”, or “us”) provides a service which, amongst other things, allows you as a user (a “user” or “you”) to receive counselling and therapy services (the “Services”) from one of KP’s therapists (each a “Therapist”). For greater certainty, “Services” shall include any service or product we make available to or perform for you through the Site (as hereinafter defined). The web page at http://www.ecologyofhealing.com/, all linked pages under such domain, and any mobile applications or desktop applications made available to you by KP, together form the “Site”.
This document sets forth the terms and conditions that apply to your use of the Site. By using or accessing the Site and/or the Services, whether manually or by automated means, you agree to these terms. If you have any questions or concerns, please do not hesitate to contact us.
Changes to this Agreement
We may revise these Terms from time to time and the most current version will always be posted to our website. If a revision is, in our sole discretion, material we will notify you at the e-mail address you have most recently provided to us. By continuing to access or use the Site and Services, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, please stop using the Site and/or Services.
General Use and Site License
The Site and Services are intended for use only by those individuals who are of the age of majority in their jurisdiction. If you are not of the age of majority in your jurisdiction, you are not authorized to use the Site or Services without the permission and supervision of your parent or legal guardian. If you are under the age of majority, you warrant that you have the express permission of your parent or legal guardian to use the Site and the Services. If you are a parent or legal guardian and have authorized a minor to use the Site and Services, you agree that you are responsible for the online conduct of the minor, and for the consequences of any misuse of the Site and/or Services by the minor.
You are solely responsible for your interactions with other users of the Site and Services. We reserve the right, but are under no obligation, to monitor disputes between you and other users.
You agree that you are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of this Site and/or Services and all charges related thereto. We shall not be liable for any damages to your or any user’s equipment, or for any data charges resulting from the use of the Site or Services.
You may purchase therapy using the Services (each a “Therapy Module”), according to the pricing, timing, and other terms set forth on the Site or otherwise communicated to you by KP for such Therapy Module. The particulars of each Therapy Module (the “Module Conditions”) will be set forth on the Site and you agree that your purchase of a Therapy Module shall be governed by the Module Conditions and these Terms. No modifications to the Module Conditions shall be effective unless agreed to in writing by you and KP.
By agreeing to purchase a Therapy Module, you agree to pay the fees specified for such Therapy Module according to the payment schedule and terms communicated to you on the Site, through the Services, or otherwise for such Therapy Module. Unless otherwise specified, fees for a Session (as hereinafter defined) will be due and payable upon purchase. KP reserves the right to deny provision of any portion of a Therapy Module or any future Sessions in the event that any fees are then owing by you to KP and are then overdue.
Therapy Modules may be comprised of, among other things, psychotherapy sessions with a Therapist (each a “Session”) and/or self-study materials (the “Therapy Materials”). Subsequent to your purchase of the Therapy Module, if applicable, you will be connected with your designated Therapist and will schedule your Sessions. Unless otherwise specified, all Sessions must be used within three (3) months of their purchase (the “Session Deadline”). In the event that all Sessions are not conducted prior to the Session Deadline, you shall, effective as of the Session Deadline, be obligated to make payment to KP of the fees for any unused Sessions and your entitlement to receive such unused Sessions shall expire, or, if you have paid in advance for such Sessions, KP will be entitled to apply such payment towards forfeited Sessions.
Upon provision of Therapy Materials to you pursuant to these Terms and subject to the payment to KP of any fees associated therewith, you shall be deemed to have been granted a worldwide, royalty-free, non-exclusive, non-sub-licensable and non-transferable right and license to use such Therapy Materials for your own personal non-commercial purposes. For greater certainty, you are not permitted to share any Therapy Materials with any other person unless specifically authorized in writing by KP.
KP reserves the right to replace your Therapist on either a temporary or permanent basis immediately upon written notice to you with no liability to you whatsoever. In the event that there is more than one Therapist made available by KP and you wish to replace your Therapist, you must provide notification to KP at least forty-eight (48) hours in advance of your next Booked Session (as hereinafter defined), and KP will use its commercially reasonable efforts to locate a new Therapist for your Sessions.
In the event you are unable to attend a Session which has been scheduled with your Therapist (a “Booked Session”) or wish to reschedule a Booked Session, you must inform both your Therapist and KP (an “Attendance Notice”) in writing. KP may be informed of cancellation or reschedule requests by e-mail at firstname.lastname@example.org and your Therapist by e-mail to the address provided to you by such Therapist. If such Attendance Notice is delivered at least forty-eight (48) hours in advance of the scheduled start time of such Session, you will be entitled to reschedule your Session, provided that such Session takes place before the Session Deadline, and both the Therapist and KP will make their commercially reasonable efforts to reschedule such Session. If such Attendance Notice is delivered less than forty-eight (48) hours prior to the scheduled start time of the applicable Session, you will be obligated to pay the fees for such Session and will not be entitled to reschedule your Session, unless otherwise agreed by both your Therapist and KP.
In the event that your Therapist is unable to attend a Booked Session or wish to reschedule a Booked Session, they must inform you at least forty-eight (48) hours in advance of the scheduled start time of such Booked Session (a “Therapist Notice”), in which case KP and such Therapist will be entitled to reschedule such Booked Session and you will make reasonable efforts to facilitate such rescheduling. In the event that your Therapist provides a Therapist Notice less than forty-eight hours prior to the scheduled start time of the applicable Booked Session, you will be entitled to either (i) permanently cancel such Session; or (ii) reschedule such Session. In the event you cancel such Booked Session, you will not be obligated to pay any fees on account of such Session.
In no event shall you make any payments directly to a Therapist for Therapy Modules, Sessions, Therapy Materials or any similar services or deliverables provided to you by such Therapist, whether through the Site and/or Services or otherwise during the course of your Therapy Module or for a period of two (2) years thereafter. KP will not credit you for any payments made directly to a Coach.
You understand you will be responsible for paying all fees and applicable taxes associated with using the Services. You will be responsible for paying any duty, taxes, or brokerage fees applicable to the purchases that you make using the Site and/or Services.
Accurate Information; Registration and Passwords; URLs
In consideration of your use of the Site and Services, you agree to: (a) provide accurate information as prompted on the Site or through the Services; and (b) maintain and update such information to keep it accurate. If you provide any information that is inaccurate, or KP has reasonable grounds to suspect that such information is inaccurate, KP may suspend or terminate your use of the Services and/or the Site and/or decline to permit your continued use of the Site and/or the Services and future access to the Site and/or the Services.
To access certain parts of the Site or Services or in order to participate in a Training Module, you may be required to open an account with KP, in which case you will have to create a username and password and to provide registration information, which may include, but not be limited to, a valid e-mail address, name, phone number, address, age, gender, student status, and location of study.
You may not use as a username the name of another person or entity that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
You are responsible for maintaining the confidentiality of your credentials and are solely responsible for all activities (whether by you or by others) that occur under your Site and/or Services credentials. You must notify KP immediately of any unauthorized use of your password or account or any other breach of security. KP assumes no liability for any loss or damage arising from any unauthorized use of your credentials by a third party. KP may require that you change your password prior to accessing the Site and/or Services at any time.
If you are a business, government, or non-profit entity, the person whose e-mail address is associated with the account at the time of registration must have the authority to bind you to this Agreement.
If you are under the age of majority in your jurisdiction then you must obtain the permission of your parent or legal guardian prior to registering an account. Your parent or legal guardian will then be responsible for your online conduct, and the consequences of any misuse of the Site and/or Services.
Changes to Pricing Policy; Services.
KP reserves the right to change its pricing policy and structures at any time and from time to time; such changes are effective when KP posts the same to the Site and/or the Services or otherwise communicates the same to you. KP may, in its sole discretion, change some or all of Services at any time. In the event KP introduces a new product or service, the pricing for that product or service is effective at the launch of the product or service. Unless otherwise stated, all fees are quoted in the currency specified in connection with such quote and do not include applicable taxes.
As a condition to using the Site and/or Services, you promise not to use the Site and/or Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably foreseen to have been intended by KP. By way of example, and not as a limitation, you agree not to use the Site and/or Services:
- in any way that is false, inaccurate or misleading;
- to sell, transfer, license or assign your user account, username, or any other rights granted to you hereunder;
- in any way that is fraudulent or otherwise involves the sale of illegal or stolen goods;
- to collect and use product listings, descriptions or images;
- to abuse, harass, threaten, impersonate or intimidate any person;
- to post or transmit, or cause to be posted or transmitted, any content on the Site and/or Services that is libelous, defamatory, obscene, pornographic, abusive, offensive, profane, violent or that infringes any copyright or other right of any person;
- for any purpose (including posting or viewing content) or in any fashion that is not permitted under the laws of the jurisdiction in which you use the Site and/or Services;
- to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any user of the Site or Services;
- to reverse engineer, decompile or disassemble the Site, or to convert into human readable form any of the contents of this site not intended to be so read, including but not limited to using or directly viewing the underlying code for the site except as interpreted and displayed in a web browser;
- to create or transmit unwanted ‘spam’ to any person or any URL;
- to violate or attempt to violate the security of the Site and/or Services;
- with the exception of accessing RSS feeds, you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes or might impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iii) bypass any measures we may use to prevent or restrict access to the Site;
- to advertise or perform any commercial, religious, political or non-commercial solicitation, including, but not limited to, the solicitation of users of this Site to become users of other on- or offline services directly or indirectly competitive or potentially competitive with KP;
- to interfere with or attempt to interfere with the proper working of the Site and/or Services;
- to sell or otherwise transfer your Site and/or Services account;
- to facilitate a direct relationship with a Therapist to provide services similar to the Services in contravention of these Terms;
- to interfere in any way with the business of any other user of the Site; or
- in any other way that violates these Terms.
KP shall have the right, but no obligation, to monitor the content and your activities on the Site and/or Services to determine compliance with these Terms and any other operating rules we establish.
We reserve the right at all times to disclose any information we believe necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, or to refuse any purchase orders that in KP’s sole discretion is inappropriate, objectionable or in violation of these Terms.
KP neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement on the Site and/or Services, whether it is provided by KP, our employees, or a third party. Under no circumstances will KP be liable for any loss or damage of any kind caused by reliance on information obtained through the Site and/or Services. Neither KP nor any third-party content provider shall assume or have any liability for any action or inaction by KP or any third-party content provider with respect to any conduct, communication or posting on the Site and/or the Services.
Third Party Service
Your use of any third-party service provider in connection with the Services, including, but not limited to (i) payment service providers such as PayPal; and (ii) third-party technology providers such as VSEE is governed by such third-party service provider’s then applicable terms and conditions and, to the extent that you make use of a third-party provider in connection with the Services, you hereby agree to abide by such terms. Any fees charged by a third-party service provider in connection with your use thereof shall be your sole responsibility.
KP may terminate or suspend any and all Services and/or your user account immediately, without prior notice or liability, including without limitation if you breach the Terms, provided, however, that if any fees are payable by you to KP at the time of such termination, such fees shall remain due and owing. Any fees which are not yet payable by you to KP will no longer be payable upon such termination unless you are otherwise advised by KP upon such termination. Any fees which you have paid in advance which have not been applied towards the provision of Services by KP at the time of termination will be refunded to you through the same payment method you used to make payment of such fees.
Upon termination of your account, your license to use the Site and Services will be revoked and your right to use the Site and/or Services will immediately cease. If you wish to terminate your KP account, you may simply discontinue using the Site and/or Services. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual property ownership provisions, warranty disclaimers, indemnity and limitations of liability.
The Site and/or Services may provide, or third parties may provide, links to other websites or resources. Because KP has no control over such sites and resources, you acknowledge and agree that KP is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that KP shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content or goods or services available on or through any such site or resource.
Intellectual Property Rights
You retain ownership of any content you submit to the Site or through the Services (“User Generated Content”). However, by submitting your User Generated Content to KP, you hereby grant KP the following worldwide, royalty-free, non-exclusive, sub-licensable and transferable rights and licenses:
- to host, cache, store, archive, index, crawl, create algorithms based thereon, modify or transcode your User Generated Content to appropriate media formats, standards or mediums as part of the services KP provides;
- to use, distribute, reproduce, modify, remix, excerpt, adapt, prepare derivative works of, publicly perform and publicly display your User Generated Content on the Site, including without limitation, in connection with any distribution or syndication arrangement thereof with third parties or third-party sites, in any media format or medium and through any media channels; and
- to use your User Generated Content for advertising, promotional or commercial purposes, including without limitation, the right to publicly display, perform, reproduce and distribute your User Generated Content in any media format or medium and through any media channels.
Please keep in mind though that even if you delete your User Generated Content from the Site or Services, it may still exist in back-up copies or copies made by third parties prior to deletion.
By submitting User Generated Content to the Site and/or through the Services, you hereby represent and warrant to KP that, unless otherwise indicated by you in writing, the User Generated Content: (i) complies with these Terms; (ii) are your original works and do not infringe on the intellectual property rights of any third party; (iii) that use of such User Generated Content in compliance with these Terms shall comply with all local, provincial, and federal laws; (iv) that your use or sharing of such User Generated Content in connection with your use of the Site and/or Services does not violate any privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person; (v) your use or sharing of the User Generated Content does not result in a breach of contract between you and a third party; and (vi) you (or the creator of) such User Generated Content have waived any and all moral rights in and to the User Generated Content.
Unless you are advised otherwise, everything you see or read on the Site and/or Services (including anything sent to you by KP via electronic communication) is subject to copyright, trade mark or other forms of legal protection owned by or licensed by third parties to KP. Content contained on the Site and/or the Services may not be used except as provided in these Terms or in the text of the Site and/or Services without the written permission of KP.
The trade-marks and logos (collectively the “Trade-marks”) displayed on the Site and/or Services are registered and unregistered Trade-marks. Nothing contained in the Site and/or Services gives you permission to use these Trade-marks, and your use of the Trade-marks is strictly prohibited. KP reserves the right to enforce its intellectual property rights where applicable.
Release, Limitation of Liability, Indemnity
You will indemnify, defend, and hold harmless KP and any Therapist (the “KP Parties”) with which you interact through the Site against any actual or threatened third-party actions, suits, proceedings, debts, accounts, bonds, covenants, contracts, claims, liabilities, damages, grievances, executions, judgments and demands of any kind whatever (“Claims”) arising out of or based upon any breach of these Terms or from any representation or warranty contained herein and made by you which was or is at any time false, and indemnify the KP Parties from all damages, costs, and attorneys’ fees finally awarded in any such Claim against the KP Parties. Your obligation under this section is contingent on: (a) the KP Parties giving you prompt written notice of the Claim, provided that notice given by way of the e-mail address most recently provided by you shall be deemed to be effective notice; (b) the KP Parties granting you full and complete control over the defense and settlement of the Claim; (c) the KP Parties providing assistance in connection with the defense and settlement of the Claim as you may reasonably request; and (d) the KP Parties’ compliance with any settlement or court order made in connection with the Claim, provided that you may not agree to any settlement that imposes any obligation on KP Parties without KP Parties’ consent. KP Parties will not defend or settle any Claim eligible for indemnification under this section without your prior written consent.
You hereby expressly and irrevocably release and forever discharge KP, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns, including, but not limited to any Therapist with whom you interact through the Services, of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the Site and/or the Services, including but not limited to any interaction with a Therapist or other user of the Site or Services not authorized by these Terms.
In no event shall KP or Therapist be liable under contract, tort, strict liability, negligence or other legal theory with respect to the Site and/or the Services (i) for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, (ii) to provide substitute goods or services (however arising); or (iii) for any direct damages in excess of (the aggregate) of the amounts paid to KP by the party claiming liability in the twelve (12) months immediately preceding the date on which such liability is alleged to have arisen.
Disclaimer of Warranties
THE SITE, THE SERVICES, THE THERAPY MATERIALS, AND THE USER GENERATED CONTENT AND ANY ASSOCIATED SERVICES OR PRODUCTS ARE PROVIDED BY KP AND THERAPISTS ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER KP NOR THERAPISTS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE, TO THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE SITE OR SERVICES, OR TO THE FUNCTIONALITY OF ANY SERVICES OR PRODUCTS ASSOCIATED THEREWITH. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, KP AND THERAPISTS DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF WORKMANLIKE EFFORT, OF SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, OR OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE. FURTHER, NEITHER KP NOR THERAPIST MAKES ANY REPRESENTATIONS OR WARRANTIES THAT THE SITE AND/OR THE SERVICES AND/OR THEIR CONTENTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. KP IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENTS ON THIS SITE AND/OR THE SERVICES. BY USING THE SITE AND/OR SERVICES, YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE, SERVICES, OR PRODUCTS AND SERVICES ASSOCITAED THEREWITH, INCLUDING YOUR USE OF ANY AND ALL ASSOCIATED CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE SITE AND/OR SERVICES, AND ANY ASSOCIATED SERVICES IS SOLELY AT YOUR OWN RISK. NEITHER KP NOR ANY THERAPIST WARRANTS OR GUARANTEES THAT THE SITE OR SERVERS OR E-MAILS SENT BY OR ON BEHALF OF KP OR THERAPISTS ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS. FURTHER, NEITHER KP NOR THERAPISTS GUARANTEE THE CONTINUOUS, UNINTERRUPTED AND ERROR-FREE OPERATION OF ITS SITE, NOR THAT ALL COMMUNICATIONS BETWEEN YOU AND KP, OR BETWEEN YOU AND ANY OTHER USER OR THERAPIST OF THE SITE, WILL BE SECURE FROM ACCESS OR INTERFERENCE BY THIRD PARTIES.
The Security of the Site
KP maintains reasonable safeguards and personnel policies that are designed to guard the Site, the Services, our systems and our users’, business partners’ and others’ information. For example, for the security of your online visit to the Site, KP may make use of firewall barriers, encryption techniques and/or authentication procedures.
Unfortunately, no data transmission over the Internet can be guaranteed to be absolutely secure. As a result, while KP strives to protect your information, it cannot ensure or warrant the security of any content you transmit to us, and you do so at your own risk. In the event of a breach of the confidentiality or security of your personal information, KP will notify you as necessary so you can take appropriate protective steps. Unless you indicate otherwise, we may notify you under such circumstances using the email address you provided to us when you registered with the Site.
When you visit the Site, use the Services or send emails to KP, you are communicating with us electronically. You consent to receive communications from KP electronically. KP may communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that KP provides to you electronically satisfy any legal requirement that such communications be in writing.
Site is for Use in Canada
Conflict with Other Agreements
These Terms are in addition to, and do not nullify, any other agreement between you and KP or any other applicable terms and conditions found on the Site. In the case of any direct conflict between these Terms and any other agreement between you and KP, the provisions of such other agreement shall prevail but only to the extent applicable to the conflicting provisions. You agree to comply with all rules or restrictions that are posted on the Site.
Void where Prohibited by Law
KP administers and operates the Site and Services from its location in Ontario, Canada. Although the Site and Services are accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Site and/or Services are available to all persons or in all geographic locations, or appropriate or available for use outside Canada. KP reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Site is void where prohibited. If you choose to access the Site from outside Ontario, you do so on your own initiative and you are solely responsible for complying with applicable local laws. By agreeing to receive Services from a Therapist, you are representing to KP and to such Therapist that your receipt of Services from such Therapist is authorized in your jurisdiction and is not prohibited by any law, order, decree, regulation, or otherwise. You acknowledge and agree that Services are provided by Therapists in the jurisdiction in which they are located, the provision of such Services may be subject to regulation in such jurisdiction.
Resolution of Disputes
If a dispute arises out of, or in connection with this Agreement, the parties agree to first meet to pursue resolution through negotiation.
No agency, partnership, joint venture, or employment is created as a result of the Terms and you have no authority of any kind to bind KP in any respect whatsoever. The failure of any party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Neither KP nor any Therapist shall be liable for any failure to perform its obligations hereunder, where such failure results from any cause beyond KP or Therapist’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). KP may transfer, assign or delegate the Terms and its rights and obligations without consent.
Any of these Terms which by its nature should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability, shall survive termination and continue in full force and effect except to the extent expressly set out in these Terms.
The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms and any such invalid or unenforceable term shall be deemed to be severable.
Governing Law and Language
These Terms are made under and governed by and are to be construed in accordance with the laws of Province of Ontario and the federal laws applicable therein. The parties hereto hereby irrevocably attorn to the jurisdiction of the courts of the Province of Ontario with respect to any disputes arising out of this Agreement.
All notices or other correspondence to KP under this Agreement must be sent to the following electronic mail address for such purpose: email@example.com
Or to the following physical address:
PO Box 22086 Fisher PO
North Bay ON
If you have any questions about this Agreement or if you wish to report breaches of this Agreement, please contact us at firstname.lastname@example.org.