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OUTRO HEALTH

Terms of Use

August 6, 2022

Outro Health Canada Inc. (“Outro”, “we”, “us” or “our”) provides a secure telemedicine and virtual care platform (the “Platform”) that allows our members (the “Users”) access to virtual healthcare, counselling, mentorship, and self-guided health and wellness resources (the “Services”), with the goal reducing users reliance on antidepressant medications. Our services are provided to Users through the Platform with the help of standard forms and questionnaires developed by us or by our professionals, working as partners, contractors and employees whether by video call, audio call, asynchronous chat, or text message (the “Consultations”). Our Platform is accessible through mobile applications or a web browser (the “App”). 

By accessing or using the Platform or by being provided with any of our Services, you agree to be bound by these terms (the “Terms of Use” or “TOU”). You should also read our Privacy Policy, which is incorporated by reference into these Terms of Use. You will be asked to accept these Terms of Use as part of your account registration on the Platform. Thus, if you do not wish to be bound by these Terms of Use, please do not access or use the Platform.

You must also read and complete the Consent Form before using the Platform. The Consent Form notably describes the risks and limitations of virtual care and outlines other important information in order to obtain your informed consent to our virtual care and services.

Outro may update or revise these Terms of Use from time to time and if your rights change, we will always notify you and our Users of this. If you do not agree to, or cannot comply with, the Terms of Use as revised, your sole recourse is to terminate your use of the Platform. You will be deemed to have accepted the Terms of Use as amended if you continue to use the Platform after any amendments are made.

BY ACCESSING AND USING THE OUTRO PLATFORM, YOU UNDERSTAND, ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TOU. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TOU, PLEASE DO NOT ACCESS OR USE THE OUTRO PLATFORM.

THE PLATFORM IS NOT INTENDED TO BE USED AND SHALL NOT BE USED FOR MEDICAL EMERGENCIES. IF YOU HAVE A MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CONTACT THE EMERGENCY SERVICES IN YOUR AREA OR GO TO THE NEAREST HOSPITAL OR HEALTHCARE CENTER.

1. AVAILABILITY AND USE OF THE OUTRO PLATFORM

The Outro Platform is currently only available to you if you are a temporary or permanent resident of the province of Ontario or British Columbia (“Residency Requirements”). 

Users may register individuals for whom they have the legal right to make healthcare decisions (“Registered Dependents”) and use the Outro Platform on their behalf. Users are required to create a separate “profile” for each Registered Dependent, which includes his or her name and other personal information. Where you are using the Outro Platform on behalf of Registered Dependents, the terms “you” and “your” in these Terms include those Registered Dependents. 

As a condition of your use of the Outro Health Platform, you warrant that: 

a. You and your Registered Dependents meet the Residency Requirements and will continue to do so at the point in time that you request and that Healthcare Services are provided;
b. You and your Resigtered Dependents are at least 18 years of age;
c. You possess the legal authority to create a binding legal obligation;
d. You are authorized to act for your Registered Dependents and more particularly to make decisions regarding their healthcare; and
e. All information supplied by you on the platform is true, accurate, current and complete;
f. You will use the platform in accordance with these TOU;

The Outro Platform is provided solely (the “Permitted Use) to:

1. Assist you in gathering information about the various services offered by Outro through the Outro Platform;
2. If and as permitted by Outro and these TOU, enable you to use the Outro Platform and receive any services offered to you through the Outro Platform including the Healthcare Services (as defined below)
3. If applicable, facilitate any payments from you in respect of your use of the Outro Platform or the receipt of any services through the Outro Platform; and 
4. If and as permitted by Outro and these TOU, provide feedback and otherwise communicate with Outro in connection with any of the foregoing (1 though 4 collectively, in these Terms of Use defined as “Platform Services”).

Outro retains the right, at its sole discretion, to deny access to anyone to the Outro Platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these TOU. You will cease and desist from any such access or use immediately upon request by Outro.

2. ACCESS TO THE PLATFORM

Outro hereby grants you permission to access and use the Platform solely for your personal non-commercial purposes and only as permitted by these Terms of Use with the main purposes to access our Services (as defined below).

We may suspend your access to the Platform or terminate your Account with us if your use of Services breaches any of these Terms of Use. In addition, we may withdraw, suspend, discontinue any functionality or feature of the App, the Platform or Services for any reason.

Technical or security threats or issues affecting the Platform or the App may require us to suspend our Services in order to ensure they are secure and/or operating optimally. We are not responsible to you if this happens, but if it does, we will notify you as soon as we can and take the steps that we reasonably can to minimize the interruption to the Platform access and to our Services.

3. SERVICES PROVIDED VIA THE PLATFORM

Outro provides multiple Services to our users through our Platform: 

A. Healthcare and Counselling Services
The Outro Platform allows users to access medical and counselling services (the “Healthcare Services”) from licensed or accredited healthcare professionals, including Nurse Practitioners, Psychiatrists, Physicians, Social Workers, Therapists, and other health professionals (“Authorized Providers”) registered to practice their profession in a province or territory of Canada. The Healthcare Services are provided via Telemedicine, at a distance using information and communications technologies such as audio, video, synchronous, and asynchronous messaging. 

Each province and territory of Canada has its own rules about who may practice telehealth and the conditions for doing so. Depending on the rules in the province or territory in which you reside, Authorized Providers may not be located in your province or territory of Canada when delivering our Healthcare Services to you. We display the jurisdiction in which Authorized Providers are located when we connect you to them for a consultation, and in some cases, the location of our providers is available on our website. 

When receiving Healthcare Services on our Platform, you and your Authorized Providers will discuss your medical history, your symptoms, and the treatment and care plan that you may require. The Authorized Provider may use video, audio, synchronous or asynchronous chat, forms, questionnaires, and other features of the Platform to assess your condition, determine your eligibility to participate in Outro’s Healthcare Sercices, provide ongoing medical and coaching services, and prescribe medication to you. 

The Healthcare Services provided by Outro are not a replacement for primary care and do not take the place of appointments with your regular primary care provider. If you do not have a primary care provider, we encourage you to find one. In order to determine your eligibility to receive Outro’s Healthcare Services, we may ask your primary care provider for additional information regarding your medical history. With your consent, Outro may also provide your primary care provider with a report of the Healthcare Services that you receive so that your primary care provider can take them into account.

Telemedicine is convenient and promotes access to healthcare. However, please note that there are certain limitations and potential risks associated with telemedicine, including, but not limited to, the following:
● Not all health conditions can be adequately assessed through telemedicine due to technological limitations. Therefore, you should always seek advice from a medical practitioner in person if you are unsure about whether you have been able to explain or communicate your medical needs through our Telemedicine Services in an appropriate manner, or if you have any concerns about the advice you receive from us;
● As discussed above, the Platform and any of our Services are not intended to replace your primary care provider. All of our Authorized Providers are duly registered and licensed with the applicable regulatory body in their province and/or territory of practice and have committed to provide Services in accordance with best practice and applicable professional standards, however they may not have access to your up-to-date medical records, which may result in an inaccurate assessment and/or treatment plan; and
● Although Outro protects your personal information and personal health information through integrated physical, technological and administrative safeguards, there is no guarantee against data breaches, which may result in the unauthorized collection, use and/or disclosure of your personal health information.
● Telemedicine is dependent on broadband infrastructure and therefore, Telemedicine Consultations are susceptible to degradation or loss of connection;

THE PLATFORM IS NOT INTENDED TO BE USED AND SHALL NOT BE USED FOR MEDICAL EMERGENCIES. IF YOU HAVE A MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CONTACT THE EMERGENCY SERVICES IN YOUR AREA OR GO TO THE NEAREST HOSPITAL OR HEALTHCARE CENTER.

PLEASE NOTE THAT OUTRO ONLY PROVIDES THE PLATFORM (AND RELATED TECHNOLOGY) THAT CONNECTS YOU WITH OUR AUTHORIZED PROVIDERS. THE AUTHORIZED PROVIDERS ARE SOLELY RESPONSIBLE FOR AND HAVE COMPLETE CONTROL, AUTHORITY AND SUPERVISION OVER ALL HEALTHCARE SERVICES PROVIDED TO YOU ON THE PLATFORM, INCLUDING, BUT NOT LIMITED TO MEDICAL ADVICE, DIAGNOSIS, TREATMENT AND ANY OTHER MEDICAL PROCEDURES THAT COULD BE PROVIDED THROUGH THE PLATFORM. Outro DOES NOT SUPERVISE OR HAVE ANY CONTROL OVER THE PROVISION OF HEALTHCARE SERVICES BY THE AUTHORIZED PROVIDERS, THE MATERIALS, TOOLS OR METHODS USED BY AN AUTHORIZED PROVIDER, THE TREATMENT PROVIDED BY AN AUTHORIZED PROVIDER OR THE CONDUCT OF AN AUTHORIZED PROVIDER. NEITHER OUTRO NOR ANY OF ITS AFFILIATED COMPANIES OR PARTNERS SHALL BE HELD LIABLE FOR ANY HEALTHCARE SERVICES PROVIDED TO YOU BY AN AUTHORIZED PROVIDER.

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

YOU ACKNOWLEDGE THAT OUTRO’S AUTHORIZED PROVIDERS HAVE THE DISCRETION TO REFUSE OR DISCONTINUE THE PROVISION OF HEALTHCARE SERVICES TO ANY USER AT ANY TIME, INCLUDING FOR ACTUAL OR POTENTIAL MISUSE OF THE HEALTHCARE SERVICES BY A USER.

B. Coaching and Mentor Services
The Platform may allow you to access coaching and mentorship services (the “Coaches” or “Mentors”). Outro mentors are not licensed health care professionals and are not authorized to provide services requiring professional licensure, including psychotherapy. Your interactions with your Outro mentors are not intended to be a substitute for professional health care advice, diagnosis, or treatment. Always seek the advice of your physician or therapist with any questions you may have regarding your physical or mental health. Never disregard professional health care advice or delay in seeking it based on any interaction with your Outro mentor.
During Coaching and Mentor services on the Platform, you and the relevant Mentor will discuss information about your personal life, such as your family, relationship, legal, financial or career situation. The Coach or Mentor, as the case may be, may use the communication and interactive features of the Platform or external video or audio communications software to assist you.
C. Holistic Wellness Resources
Outro offers self-guided holistic health and mental wellness resources that aim to equip users with holistic approaches to their mental and physical health and decrease reliance on prescription medication. The resources include, but are not limited to, articles, videos, audio files, interactive exercises, and workbooks. 

4. CONFIDENTIALITY 
By agreeing to these Terms of Use, you agree that the Account that you use to access our Platform can only be used by you and that you will not share your password with anyone. You also agree that for any device on which you can use a biometric identifier to automatically enter your password for the Platform, including but not limited to a fingerprint or facial image, you will not allow any other person to store their biometric identifiers on that device. You must notify us if you become aware of a potential breach of security, such as the unauthorized disclosure of your password. You acknowledge and agree that we 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 the unauthorized use of your Account. Furthermore, you agree that except as otherwise disclosed or scheduled with a Outro Provider prior to any provision of Services or any Consultations or as provided in these Terms of Use, you will only use the Services for your benefit and will not use the Services for the benefit of a third party. 

As discussed above, you agree that any prescriptions you may receive from one of our Authorized Providers are solely for the personal use of the individual named on the prescription.

If at any point in time Outro offers group counselling sessions or other group offerings, you agree that if you attend any group offering that you will keep confidential any and all discussions held during group sessions. 

5. PRIVACY

By accessing or using the Platform and in order to provide you with the access to the Platform and the Services, you understand that we will need and will collect and use certain information about you, including your personal information and personal health information as defined in, and in accordance with, our Privacy Policy. Please take the time to read it as it includes important details about how we collect and process your personal information.

For more information about our collection, use, disclosure and protection of your personal information, please read our Privacy Policy. Questions or requests with respect to your personal information may be sent via email to privacy@outro.health

We may send you certain communications in connection with your use of the Platform and your request for Services. For example, we may send you reminders of your appointments, administrative notices, and other information about your use of our Platform. We will always send you communications containing your personal health information through secure channels. We will also try to send any other communications to you via secure channels. However, when we are unable to contact you via secure channels, we may be required to use an unsecured message or contact a family member in order to provide safe care. Unsecured messages or messages to family members will only include a request for you to contact us through our secure Platform.

6. CONDUCT

Your use of the Outro Platform is subject to all applicable local, provincial/territorial and federal laws and regulations. Unless you have been specifically permitted to do so in a separate agreement with us, you agree that you will not reproduce, reverse engineer, duplicate, copy, sell, trade or resell any features of the Platform or any of our products and services for any purpose. You also agree that you will not record and/or distribute in any way, manner, or form any appointments without our prior written authorization.

You agree that you will not use the Platform to:
● Make any false representations about your medical history, symptoms, or other personal health information, including impersonation of any person or entity or misrepresentation of your affiliation with any person or entity;
● Promote or engage in any unlawful or illegal activities or internet abuse, including unsolicited advertising and spam;
● Promote, upload, post, or otherwise make available any material that is abusive, harassing, obscene, vulgar, hateful, invasive of another’s privacy, defamatory or otherwise objectionable or illegal, or that discriminates based on race, gender, religion, nationality, disability, sexual orientation, age, family status or any other legally protected class. We will not tolerate any abuse or offensive discourse or behaviour towards our employees or our Outro Providers as further described below;
● Upload, post or otherwise make available any material that contains viruses, malware or other malicious software;
● Upload, post, or otherwise make available any material that you do not have a right to make available or that infringes any patent, trade-mark, trade secret, copyright or other proprietary rights of any person. You shall be solely liable for any damage resulting from any infringement of the intellectual property of any third-party;
● Engage in any activity that interferes with or disrupts the use of the Platform, including bypassing any measures we may use to prevent unauthorized access to the Platform;
● Engage in any activity that attempts to extract any proprietary software used to maintain the Platform; or
● Track, trace or harvest any information on any Account or any other person who visits the Platform.

You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any breach of your obligations under these Terms of Use and for the consequences (including any loss or damage which we may suffer) of any such breach. In addition, Outro reserves the right to investigate, suspend and/or terminate and deactivate your Account if you engage in any of the above activities, misuse the Platform or otherwise engage in acts that Outro regards as inappropriate or unlawful.

You agree that no email address found on the Platform may be harvested or otherwise used for purposes of solicitation.

Except as otherwise mentioned or agreed by Outro in writing, the Services are for use in Canada only. We do not take responsibility for laws outside of Canada governing access to our Services and if you use them elsewhere you should check in that country or region that it is appropriate and lawful for you to do so. We provide our services in compliance with Canadian law and regulation, and cannot take responsibility for any differences between those rules and any different rules applying to healthcare services anywhere else.

You are solely responsible for ensuring that you use the Platform in accordance with these Terms of Use in the jurisdiction where you are located at the time of an appointment and as permitted by that jurisdiction’s law or regulation. If such use is not permitted by the laws or regulations applicable where you are located at the time of an appointment, we prohibit all access to and use of the Platform. 
You acknowledge and agree that you will refrain from inappropriate language or conduct when communicating with Outro employees and Outro Professionals, regardless of whether or not that language or conduct is specifically directed at the individual you are communicating with. Inappropriate language includes but is not limited to speech that is abusive, harassing, vulgar, hateful or defamatory, or which discriminates against other persons on the basis of gender, race, religion, ethnicity, sexual orientation, family status or disability. You also agree that you will not attempt to communicate with any Outro employee or Outro Professional through any means other than the Platform, except when mutually agreed or if instructed to by a Outro employee.

Outro Providers have the discretion to refuse or discontinue the provision of Services to any Users at any time, including for actual or potential misuse of the Services, notably in light of these Terms of Use.

7. ‍THIRD PARTY WEBSITES

Use of certain links on the Platform will direct you away from the Platform to third party websites. Such third party websites are not under our control, and we are not responsible for the contents of any such website or any link contained in such website. The third party links included on the Platform are provided for your convenience, and the inclusion of such links does not imply a recommendation or endorsement by us of any such website or the products or services offered therein. If you decide to access any of the third party websites, you do so entirely at your own risk. You acknowledge and agree that we 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 the use of or reliance on any such third party websites.

Any third-party content, data or publications made available through the Platform are furnished by us on an as-is basis for your convenience and information. Any opinions, advice, statements, services, offers, or other information made available by third parties, including Outro Professionals, information providers, or any user of the Platform, are those of the respective author(s) or publisher(s) and not of us. WE DISCLAIM ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE INFORMATION IN SUCH PUBLICATIONS IS ACCURATE OR COMPLETE.

8. OWNERSHIP AND PROPRIETARY RIGHTS

The contents of the Platform include, without limitation, all information, data, products, materials, services, software applications and tools, design elements, text, images, photographs, illustrations, audio and video contents, artwork and graphics contained therein or otherwise made available to you in connection therewith (collectively the “Contents”) and, unless the context clearly requires otherwise, or we explicitly say so in writing, the term “Platform” includes all of the Contents.

The Platform together with all trade-marks and other intellectual property displayed, distributed, or otherwise made available via the Platform, are the exclusive property of Outro, and its successors, assigns, licensors, and/or suppliers. Unless you have agreed otherwise in writing with us, nothing in these Terms of Use gives you a right to use any of the Contents, our trade-marks or other intellectual property of Outro. You may not assign or transfer any of the Contents and you may not grant a license to use or access the Platform to any party.

No information or statement contained in these Terms of Use or the Platform shall be construed as conferring, directly or by implication, estoppel or otherwise, any license or right under any patent, copyright, trademark, or other intellectual property right of Outro or any third party. You must not alter, delete, or conceal any copyright or other notices contained on the Platform, including notices on any of the Contents that you are permitted to download, transmit, display, print, or reproduce from the Platform.

Any unauthorized or prohibited use of any Contents may subject you to civil liability, criminal prosecution, or both, under applicable federal, provincial, state and local laws.

You may not create a link to the Platform without our prior permission. We may, however, if requested, grant a limited, non-exclusive right to create a link to the Platform provided that such link is to the entry page of the Platform and does not portray us or any of our activities or services in a false, misleading, derogatory, or otherwise negative manner.

The limited rights granted to you under these Terms of Use may be revoked by us at any time for any reason whatsoever.

9. TERMINATION AND CANCELLATION

We may terminate your use of the Platform as contemplated above, notably in case of breach or non-compliance by you of these Terms of Use. We may also terminate access to the Contents, features, functionality, products and services made available in connection therewith, at any time and for any reason, with or without cause, without prior notice to you and without any liability.

If you want to terminate your Account with us, you may do so by closing your Account, where we have made this option available to you. Your Account will be closed provided that (i) any disputes in which you have been involved have been satisfactorily resolved; (ii) you have met all outstanding payment obligations associated with your Account; and (iii) you have completed any other obligation(s) associated with your use of the Platform.

Subject to any applicable laws and the ethical and professional obligations of Outro Providers providing Services to you, we will have no further obligation of any kind whatsoever to you or any other party. We reserve the right to preserve, retain or delete your information, including personal information, in accordance with the Privacy Policy and any applicable laws and regulations.

For information on how to access the records of your Consultations or any of the records we have about you, please contact us at privacy@outro.health

10. COMMUNICATION AND CONNECTIVITY

Outro does not guarantee the confidentiality of any communications made by you through the Outro Platform. Although Outro generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Outro Platform, you understand, agree and acknowledge that Outro cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Outro Platform.

In no event will Outro be liable for delays, interruptions, service failures, or other problems inherent in use of the internet, electronic communications, telecommunications networks or other systems or networks outside our reasonable control.

11. DISCLAIMER AND LIMITATION OF LIABILITY

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, LIABILITY OR CERTAIN DAMAGES OR LIMITATIONS OF REPRESENTATIONS MADE CONCERNING GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
ALTHOUGH WE STRIVE TO UPDATE AND KEEP ACCURATE AS MUCH AS POSSIBLE THE CONTENT CONTAINED ON THE WEBSITE, ERRORS AND/OR OMISSIONS MAY OCCUR. ACCORDINGLY, THE OUTRO PLATFORM AND THE CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. USE OF THE Outro PLATFORM OR THE CONTENT IS AT YOUR OWN RISK. OUTRO DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE OUTRO PLATFORM OR THE CONTENT. THE PLATFORM AND THE CONTENT MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES, INCLUDING, WITHOUT LIMITATION, PRICING ERRORS. Outro DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE OUTRO PLATFORM OR THE CONTENT. IN ADDITION, Outro EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE Outro PLATFORM.

TO THE FULLEST EXTENT PERMITTED BY LAW, OUTRO DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE Outro PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, THAT ARISE OUT OF A COURSE OF DEALING OR TRADE, OR THAT THE OUTRO PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IN NO EVENT WILL OUTRO BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT Outro IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE OUTRO PLATFORM OR THE CONTENT.

YOU ACKNOWLEDGE AND AGREE THAT OUTRO DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, AND IS STRICTLY A TECHNOLOGY PLATFORM AND INFRASTRUCTURE FOR CONNECTING PATIENTS WITH INDEPENDENT THIRD PARTY AUTHORIZED HEALTHCARE PRACTITIONERS, INCLUDING NURSE PRACTITIONERS, MEDICAL DOCTORS, SOCIAL WORKERS, THERAPISTS, AND OTHER AUTHORIZED HEALTHCARE PRACTITIONERS IN OUTRO’S NETWORK. YOU ACKNOWLEDGE AND AGREE THAT THE HEALTHCARE PRACTITIONERS USING THE OUTRO PLATFORM ARE SOLELY RESPONSIBLE FOR AND WILL HAVE COMPLETE AUTHORITY, RESPONSIBILITY, SUPERVISION, AND CONTROL OVER THE PROVISION OF ALL MEDICAL AND CLINICAL SERVICES, INCLUDING DIAGNOSIS, TREATMENT AND MEDICATION DECISIONS, AND OTHER PROFESSIONAL HEALTHCARE SERVICES PERFORMED, AND THAT ALL DIAGNOSES, TREATMENTS, PRESCRIPTIONS AND OTHER PROFESSIONAL HEALTHCARE SERVICES WILL BE PROVIDED AND PERFORMED EXCLUSIVELY BY OR UNDER THE SUPERVISION OF AUTHORIZED HEALTHCARE PRACTITIONERS, IN THEIR SOLE DISCRETION, AS THEY DEEM APPROPRIATE.

TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF OUTRO IN CONNECTION WITH OR UNDER THESE TOU OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE OUTRO PLATFORM OR THE CONTENT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF, OR INABILITY TO MAKE USE OF, THE OUTRO PLATFORM OR THE CONTENT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID BY YOU FOR THE SERVICES. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TOU WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

THE LIMITATION ABOVE REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11. INDEMNITY

You agree that you will defend, indemnify and hold harmless Outro and all of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of:
● your breach of any of your warranties, representations or obligations under these TOU
● your violation of any applicable law or the rights of a third party (including intellectual property rights); or
● your use of the Outro Platform or the Content.

In particular, you agree to indemnify and hold harmless Outro, its affiliates, members, officers, employees, agents, sponsors, and licensors for any injury, including but not limited to bodily harm or death, to you or any third party that may result from the use of or reliance on any Content.

12. QUALITY AND COMPLAINTS

Our Healthcare Services are provided by appropriately qualified and experienced Regulated Health Professionals. If you are not satisfied with the Services provided or should you wish to raise a concern about our Services or the Platform, please do so as soon as possible following the event by contacting us via the Platform or by email at support@outro.health. In case of any concerns related to our Healthcare Services, Mentoring Services, or Wellness content, as detailed in our Consent Form, our Clinical Quality team will conduct an internal investigation and, with your further consent, we may communicate with you during or after the internal investigation in order to seek your input and/or additional details. All concerns related to our Regulated Health Professionals and/or any other Outro providers, mentors, or coaches will be handled with respect for the confidentiality of our Users information and their right to privacy (on a data minimized, need-to-know basis); and, where applicable, in accordance with the rules applicable to these Regulated Health Professionals as per their relevant regulatory body.

All disputes between you and a Regulated Health Professional are between you and such professional and not with us. 
All Authorized Healthcare Practitioners on the Outro Platform are licensed or accredited to practice their applicable regulated health profession by the applicable regulatory authority in the province or territory of Canada where they practice.

You can report a complaint relating to Healthcare Services provided by a Healthcare Practitioner on the Platform by contacting the professional regulatory college(s) in the province(s) where the Healthcare Services were received. In a professional relationship, sexual intimacy is never appropriate and should be reported to the professional regulatory college(s) that licenses, registers, or certifies the licensee.

13. ‍GOVERNING LAW AND JURISDICTION

Unless the applicable laws of your jurisdiction, such as Quebec, require that the laws of your jurisdiction govern, you hereby agree that:
(a) all aspects of the relationship between you and Outro (as well as its agents, delegates, employees, and any Authorized Healthcare Practitioners or PHAs), including without limitation any Healthcare Services provided to you, and 
(b) the resolution of any and all disputes arising from or in connection with that relationship, including any disputes arising under or in connection with these TOU, shall be governed by and construed in accordance with the laws of the province of Alberta, British Columbia, Manitoba, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, or Saskatchewan (other than conflict of laws rules) and the laws of Canada applicable therein. You hereby acknowledge that the Healthcare Services received by you will be provided in Canada and that the Courts of Alberta, British Columbia, Manitoba, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island or Saskatchewan shall have exclusive jurisdiction to hear any complaint, demand, claim, proceeding or cause of action, whatsoever arising from or in connection with those Healthcare Services, or from any other aspect of the relationship between you and Outro.

These laws apply to your access to or use of the Outro Platform or the Content, notwithstanding your domicile, residency or physical location. The Outro Platform and the Content are intended for use only in jurisdictions where they may be lawfully offered for use. If any provision of the present TOU shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these TOU and shall not affect the validity and enforceability of any remaining provisions. These TOU shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded and you also expressly agree to exclude the applicability of the Uniform Computer Information Transactions Act. A printed copy of these TOU and of any notice in electronic form shall be admissible in any judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally generated and maintained in printed form. You agree that you will only sue us as an individual. You agree that you will not file a class action, or participate in a class action.

14. GENERAL

These Terms of Use, the Privacy Policy, and the Consent Form constitute the entire agreement between you and Outro relating to your use and our provision of the Platform.

You agree that we may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail, or postings on the Platform.

You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which we have the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.

If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, this will not affect any other provision of these Terms of Use and the agreement between you and us will be deemed amended to the extent necessary to make it legal, valid, and enforceable.

15. GOVERNING LAW AND JURISDICTION

THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS APPLICABLE THEREIN SHALL GOVERN THESE TERMS OF USE IN ALL RESPECTS.

YOU HEREBY ACKNOWLEDGE THAT THE COURTS OF THE PROVINCE OR TERRITORY IN WHICH YOU ARE LOCATED AT THE TIME THE HEALTHCARE AND TELEMEDICINE SERVICES ARE PROVIDED TO YOU SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR ANY COMPLAINT, CLAIM, DEMAND, PROCEEDING OR CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR RELATING TO SUCH MEDICAL OR OTHER CARE AND TREATMENT OR ADVICE RECEIVED, OR ANY OTHER ASPECT OF THE RELATIONSHIP BETWEEN YOU AND THE CORRESPONDING OUTRO PROFESSIONAL.

ANY OTHER DISPUTE RELATING TO THESE TERMS OF USE OR THE USE OF THE PLATFORM SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF TORONTO, ONTARIO.