Last updated: October 31st, 2019
By accessing the https://www.psylio.com website (the “Website”) and using the applications for mobile phones, tablets and other smart phones (collectively the “Application”) (the Website and the Application being collectively referred to as the “Psylio Platform”) developed and/or used from time to time by Optania Solutions Inc., Optania International Inc. and/or any of their subsidiaries (collectively “Optania,” “we,” “our” or “us”) and by using all other services connected to them (hereinafter referred to as the “Psylio Services”), you agree to all of the terms and conditions of use of the Psylio 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 PSYLIO PLATFORM AND IN THE EVENT THAT YOU HAVE ACCESS TO IT, YOU MUST STOP USING IT IMMEDIATELY.
1. Psylio Platform
1.1 The Psylio Platform is a web product that allows mental health care Counsellors to keep records in an intuitive, organized and facilitative environment. The Psylio Platform also allows the management of the administrative aspects related to the independent practice of mental health care (billing, schedule management, customer link, etc.). By accessing Psylio, you agree to do so voluntarily, without any obligation or external constraint.
1.2 The Psylio Platform may contain links to third-party websites (for example, the subscription payment is made through the services offered by Stripe via their website https://stripe.com/en-ca) and such Third-Party Websites may be subject to different terms and conditions and different practices regarding the use of your personal information. Consequently, Optania cannot be held responsible for the availability or accuracy of such third-party websites as well as for the content, products and services available on such third-party websites.
1.3 The Counsellor is responsible for the entire content imported and exported through the Psylio Platform. This content shall belong to the Counsellor at all times. Therefore, Optania cannot be held responsible for the quality or accuracy of the content hosted on the Psylio Platform and the services provided by the Counsellors. Optania also cannot be held responsible for any or breach of ethics relating to clients’ records or the services provided by the Counsellor. By registering, you acknowledge that you are fully responsible for your professional practice and the respect of your profession’s ethics and standards, as well as for any claim, complaint or opinion related to your practice on Psylio.
1.4 Due to the nature of the Internet, Optania cannot guarantee the continued, uninterrupted availability and accessibility of the Psylio Platform. Optania may, with notice, temporarily suspend the availability of the Psylio Platform or certain parts or modules thereof if Optania deems that modifications must be made to the Psylio Platform in order to maintain or improve the Psylio Platform. This action can 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 Psylio Platform or introduce new Psylio Services or discontinue some from time to time.
1.5 The Psylio Platform offers the opportunity for Counsellors to create their professional profile, which is distributed online via the Psylio Platform and is therefore accessible to the general public. Through this professional profile, the public can have access to the information that the Counsellor has chosen to share and make a request for an appointment. Optania only acts as an intermediary between the Counsellor and the public. Optania neither acquires nor sells, provides, controls, administers, offers or provides any information concerning the people who visit the professional profiles of the Counsellors found on the Psylio Platform.
2.1 In order to set up a Psylio Account (as defined below), you must be an individual of at least fourteen (14) years of age and be part of any of the following categories of Users:
- a) A “Counsellor,” that is, a person providing counselling, psychotherapy and/or psychosocial intervention services. The Counsellor uses the Psylio Platform as a tool and as an employee or a self-employed person. He is the sole owner of his account on the Psylio Platform.
- b) A “Client,” that is, a person receiving the services of a Counsellor using the Psylio Platform, or anyone registered on the Psylio Platform seeking to meet a professional.
2.2 Optania assumes no responsibility with regard to the verification of the eligibility of a User or the confirmation of the identity of a User. However, Optania reserves the right, without any obligation of Optania, to suspend or close your Psylio Account if we discover that you are not eligible to the Psylio Platform in accordance with these Terms and Conditions.
2.3 Access to or use of certain modules of the Psylio 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 Psylio 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 Psylio Platform, the terms and conditions of such other part of the Psylio Platform shall prevail except if otherwise provided in such terms and conditions.
2.4 If you access or download the Application from the Apple App Store or the Google Play Store, you agree to all of the terms and conditions of Apple’s or Google Play Store’s licence.
3. Setting Up a Psylio Account
3.1 To access the Psylio Platform, you must set up an account (“Psylio Account”). If you create a Psylio Account for a company, an organization or any other legal entity, you represent and warrant that you have the legal authority to bind such entity and you grant all permissions and licences to Optania under these Terms and Conditions.
3.2 You may set up a Psylio Account by using an email address and by creating a password. You shall also provide your full name, profession(s), business phone number and office address.
3.3 When you set up a Psylio Account, you must provide accurate, up-to-date and complete information at all times and keep it up-to-date.
3.4 You may not open more than one Psylio Account or assign or otherwise transfer your Psylio Account to any other person.
3.5 You are responsible for maintaining the confidentiality and security of your Psylio Account and for not disclosing your Psylio Account information to anyone. If you know or believe that the information in your Psylio Account has been stolen, lost or otherwise compromised, you must immediately notify Optania by email at the following email address: email@example.com. You acknowledge and agree to be responsible for any activity conducted through your Psylio Account unless such activity has not been authorized by you and you are able to demonstrate that you have not been negligent.
3.6 Subject to the provisions hereof, Optania may at any time impose additional terms and conditions to set up a Psylio Account.
4. Intellectual Property and User Content
4.1 Optania allows Users:
- i) to host, upload or download content such as progress notes, professional reports, personal data or any information deemed necessary in the client file.
- ii) to transmit, receive or exchange content such as work tools, e-mails, invoices/receipts, as well as any documentation deemed relevant by the Counsellor, on or through the Psylio Platform, via the client portal.
4.2 The Psylio 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 Psylio 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 Psylio 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 Psylio 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 Psylio Platform are used for identification purposes only and may be the property of their respective owners.
4.3 You shall not use, copy, adapt, modify, prepare, distribute, license, sell, transfer, publicly display, transmit or otherwise exploit the Psylio 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:
- i) use the Website,
- ii) download and use the Application on your personal devices and,
- iii) access and view any Content made available to you on or through the Psylio Platform and accessible for your personal and non-commercial use.
- - For the Clients, in order to set up your file and allow the Counsellors to provide counselling services;
- - For the Counsellors, in order to manage, coordinate and monitor the client file;
- - By Optania to verify the identity of Users for security, statistical and marketing purposes and to optimize the functionalities of the Psylio Platform;
4.5 Unless you provide us with specific consent, Optania does not acquire any ownership rights in the User Content and nothing in these Terms and Conditions shall be deemed to limit the rights you may have to use or exploit the User Content.
4.6 You are solely responsible for all User Content that you make available on or through the Psylio Platform. As a result, you represent and warrant that:
- i) you are the sole and exclusive owner of the User Content that you make available on or through the Psylio Platform and you have all rights, titles and interests, licences and consents necessary to grant Optania the rights in such User Content as contemplated herein, and;
- ii) neither the User Content nor your posting, uploading, submission or transmission of any User Content or the use by Optania of the User Content or any portion of the User Content as contemplated herein shall violate any intellectual property rights of a third party such as copyrights, trademarks, trade secrets, moral rights or other intellectual property rights or shall result in the violation of any applicable law or regulation.
4.7 As the owner of the intellectual property of the content you publish, download and transmit, you shall make sure that the User Content on the Psylio Platform is in no way:
- i) is fraudulent, false, misleading or deceptive;
- ii) is defamatory, obscene, pornographic, vulgar or offensive;
- iii) promotes discrimination, racism, hatred and any other similar feelings against an individual or a group;
- iv) is violent, menacing or promotes violence or actions that are threatening to any person;
- v) violates any policy adapted from time to time by Optania. Optania may, without notice, withdraw or terminate access to any User Content, which Optania deems to be in violation of any applicable law, these Terms and Conditions or any applicable Optania policy or standard or that prejudices Optania, its Users, third parties or its properties.
4.8 Optania complies with all copyright laws and expects its Users to comply with them as well. If you believe that any content on the Psylio Platform violates intellectual property rights that you own, please inform us by email at firstname.lastname@example.org
5. Special Conditions for Users
5.1 As a User of the Psylio Platform, you acknowledge that you are solely responsible for all User Content transmitted through the Psylio Platform and you accept to comply with any laws, rules, regulations and obligations that may apply to you in the context of your use of the Psylio Platform.
5.2 As part of your use of the Psylio 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 Psylio 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;
- d) use, display the Psylio Platform or the Content or any other individual element found within the Psylio Platform, the name Optania, any Optania trademark, the logo or any other intellectual property right or the design of any page contained on the Psylio Platform, without the prior written consent of Optania;
- 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) use any malware to access, collect any data on any Content found on the Psylio Platform;
- g) attempt to decipher, compile, reverse engineer any software used to provide the Psylio Platform or any similar action;
- h) take any action that affects or could cause damage or affects the performance or functioning of the Psylio Platform; or
- i) violate or infringe the rights of any person or otherwise cause harm to any person.
5.3 You acknowledge that Optania has no obligation to monitor the access or use of the Psylio 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 i) operate, secure and improve the Psylio Platform, ii) ensure compliance of the Terms and Conditions by the Users, iii) comply with any applicable law, order or requirement of a court or other governmental organization, iv) handle any User Content that Optania determines, in its sole and absolute discretion, to be harmful or unacceptable or (v) 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 Psylio Platform.
6.1 Optania makes no representations or warranties regarding the proper functioning of the Psylio Platform, its suitability for use or the absence of error or interruption during its use.
6.2 Optania also makes no representations or warranties as to the skills or representations of Counsellors suggested on the Psylio Platform. It is the Client’s responsibility to validate the qualifications of the selected professional via the Quebec professional associations. 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.
6.3 THE COMPONENTS OF THE PSYLIO 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.
6.4 Optania cannot be held responsible for any damage related to the features offered on the Psylio Platform. 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 Psylio Platform.
6.5 Use of the Psylio Platform is at your own risk.
7. 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 PSYLIO 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 PSYLIO 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 PSYLIO 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 PSYLIO 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 PSYLIO PLATFORM OR YOUR USE OR INABILITY TO USE THE PSYLIO PLATFORM OR THE CONTENT SHALL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS ($100 CAD), TO THE EXTENT PERMITTED BY LAW.
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:
- i) your violation of these Terms and Conditions or any other policy or standard of Optania;
- ii) your inappropriate use of the Psylio Platform;
- iii) 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; or
- iv) your violation of any law, regulation or third-party rights.
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; or
- 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.
10. Amendments to the Terms and Conditions
The following elements of these Terms and Conditions may be unilaterally amended by Optania from time to time:
- - Psylio Platform;
- - Eligibility;
- - Setting Up a Psylio Account;
- - Intellectual Property and User Content;
- - Special Conditions for Users;
- - Disclaimers;
- - Limitation of Liability;
- - Indemnification;
- - Confidentiality;
- - Amendments to the Terms and Conditions;
- - General Provisions;
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 Psylio 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.
11. General Provisions
11.1 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 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 Psylio 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.
11.2 Any notice to Optania shall be sent to it in one of two means:
- i) 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
- ii) By email to the following email address: email@example.com
Any notice to you shall be provided through the Psylio Platform or given via the email address or postal address you provided to Optania when setting up your Psylio Account.
11.3 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.”
11.4 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.
11.5 These Terms and Conditions govern your use of the Psylio Platform and supersede any other agreement and/or convention between the Parties whether verbal or written.
If you have any questions regarding the Psylio Platform, please contact our customer service by email at: firstname.lastname@example.org