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Terms of Service

The Essential Clinic Terms of Service was updated on September 18, 2024.

1. Contractual Relationship

Essential Clinic

These Terms of Service ("Terms") govern the access and/or use, by individuals who have requested services from Essential Clinic ("you", "your", "User"), of applications, websites, content, products and services (collectively referred to as the "Essential Clinic Platform"), owned and operated by Essential Health Systems Inc. doing business as EssentialClinic.ca ("Essential Clinic", "we", "us"). For clarity, these Terms set out circumstances in which you may use the Essential Clinic Platform on behalf of another individual, and where you are doing so (as permitted), references to "you" and "your" in these Terms any other individual listed in your account for whom you have the legal authority to seek Healthcare Services as defined below (each a "Registered Dependent"). You represent and warrant that you have the legal capacity to act on behalf of a Registered Dependent.

By accessing and using the Essential Clinic Platform you acknowledge and agree to be bound by these Terms, which establish a contractual relationship between you and Essential Clinic. If you do not agree to these Terms at any point, you must immediately cease accessing the Essential Clinic Platform.

We reserve the right, in our sole discretion, to modify, alter or otherwise update these Terms at any time and, by using the Essential Clinic Platform after the amendment of the Terms, you are agreeing to be bound by such modifications, alterations or updates. The date on which these Terms were last amended will appear at the top.

On notice to you, Essential Clinic may immediately terminate these Terms and/or access to the Essential Clinic Platform, or generally cease offering or deny access to the Essential Clinic Platform or any portion thereof, at any time, for any reason.

PLEASE BE AWARE THAT SECTIONS 16 AND 17 OF THESE TERMS OF SERVICE, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION, UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

2. Authorized Clinicians, Essential Clinic Telemedicine Platform

Authorized Clinicians

All physicians and nurse practitioners providing Healthcare Services or Informational Services, as defined below, (each an "Authorized Clinicians") are independent, regulated health professionals registered to practice medicine in a Province or Territory of Canada.

Essential Clinic is not a healthcare provider. Authorized Clinicians alone are responsible for the Healthcare Services and Informational Services they provide through the Essential Clinic Platform. To the extent permitted by the law in the Province or Territory in which you reside, Authorized Clinicians may be located in your Province or Territory or another Province or Territory of Canada. Currently, Essential Clinic has Authorized Clinicians in British Columbia, Alberta, Manitoba, Saskatchewan, Ontario, New Brunswick, Nova Scotia, and Northwest Territories. If you want information about any particular Authorized Clinician, consult his or her profile on the register on the website of the medical regulator (in most Provinces, the "College of Physicians and Surgeons" or "College of Nurses" of the Province), in the Province or Territory in which the Clinician Practices.

Services

Authorized Clinicians may provide two kinds of services through the Essential Clinic Platform: health care services ("Healthcare Services") and/or general information about diseases and conditions and how they are treated in Canada ("Informational Services").

Telemedicine is the delivery of health care and other services using interactive text, audio and video technology, where the patient and the clinician are not in the same physical location. During your telemedicine consultation with an Authorized Clinician, you will be asked to provide the Authorized Clinician certain Personal Information including Personal Health Information (collectively referred to together as "Personal Information"). When discussing Healthcare Services, information typically refers to Personal Health Information ("PHI"), and when discussing Informational Services, Information typically refers to information that is not specifically about you or your health, such as information in questions you would be comfortable asking of an expert during the call-in portion of a radio broadcast on health-related matters. PHI is not required for Informational services, and we advise you to not to submit PHI in the course of accessing Informational Services.

The type of services that are available to you through the Essential Clinic Platform depends on your province of residence and the location you are in at the time you request the services. Currently, the Healthcare Services are available to Canadian residents (excluding those located in Prince Edward Island). This is because telemedicine is regulated by the Provinces and Territories and the rules differ or may differ from time to time, among the Provinces and Territories.

If you reside in Quebec, your Authorized Clinician will be in one of the Provinces listed above but will be permitted to provide you Healthcare Services. However, please note that any Healthcare Services they provide to Quebec residents, as well as any prescriptions they write, will not be covered by the Quebec public health insurance plan (Régie de l'assurance maladie du Québec ("RAMQ")). Healthcare Services provided by Authorized Clinicians to Quebec residents will be uninsured services, although in some instances prescribed medications from an Authorized Clinician may be covered by the RAMQ, but Essential Clinic makes no guarantees in this regard with respect to any particular medication or product.

3. Healthcare Services, Limits on Healthcare Services

Healthcare Services will only be made available to you if you are a temporary or permanent resident of Canada, whether or not physically in the Country at the time that you request the Healthcare Services ("Residency Requirements"). The relationship between you and an Authorized Clinician providing Healthcare Services is a provider-patient relationship. Essential Clinic is not a party to that relationship.

There are restrictions on the Healthcare Services that can be provided through the Essential Clinic Platform. YOU MUST NOT USE THE ESSENTIAL CLINIC PLATFORM FOR EMERGENCY MEDICAL NEEDS. IF YOU BELIEVE THAT YOU ARE DEALING WITH A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY OR ATTEND YOUR NEAREST EMERGENCY ROOM.

In addition to the limitations set out above, Authorized Clinicians are not permitted to prescribe certain kinds of medication including narcotics, controlled substances or other types of controlled medications, non-therapeutic drugs and other drugs which may be harmful because of their potential for abuse.

As well, for Quebec residents, Healthcare Services provided by Authorized Clinicians are not covered by the Quebec RAMQ, and they do not prescribe any products that are listed as insurable under the Quebec RAMQ.

YOU AGREE THAT ANY PRESCRIPTIONS YOU ACQUIRE FROM AN AUTHORIZED CLINICIAN 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, NURSE PRACTITIONER, OR PHARMACIST IF YOU HAVE ANY QUESTIONS REGARDING THE PRESCRIPTION OR MEDICATION.

If you experience any side effects after taking the medication and would like to talk to one of our Authorized Clinicians about it, go to https://health.essentialclinic.ca and click "Submit a request". Your pharmacist can also answer any questions you have on side effects. You should also report any medication reactions, side effects or other adverse events to your family physician or, if you do not have one, to the nearest walk-in clinic or emergency room or call 911 if any reaction is an emergency situation.

Authorized Clinicians 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.

Not a Replacement for Primary Care. Please note that interaction with an Authorized Clinician through the Essential Clinic Platform is not intended to take the place of appointments with your regular primary care provider. If you do not have an established relationship with a primary care provider, you are encouraged to develop one. You should seek emergency help or follow-up care when recommended by the Authorized Clinician. Unless otherwise specified on the Platform, we do not provide your family physician with a report about the Healthcare Services that you receive through the Essential Clinic Platform. So your family physician can take into consideration these Healthcare Services, including any prescriptions, it is always advisable that you advise your physician about the Healthcare Services you receive, including the issues that caused you to request them.

4. Informational Services, Limits on Informational Services

Informational Services are available to you whether or not you meet the Residency Requirements. Informational Services are for general educational purposes only (similar to advice that might be provided by a 3rd party medical expert on a phone in radio show), and are not Healthcare Services. The information provided will be disease or condition specific rather than patient specific and will not include diagnosis or treatment. Essential Clinic is not a party to your relationship with an Authorized Clinician providing Informational Services.

Informational Services do not replace consultations with qualified medical or other relevant healthcare professionals. You agree that you bear all risk associated with the use of or reliance on Informational Services, and release and hold Essential Clinic and Authorized Clinicians providing Informational Services harmless from and against any claim, demand, action, cause of action, damage, loss, cost, liability or expense, including reasonable legal fees, which may be made or brought against or incurred or suffered by Essential Clinic or an Authorized Clinician directly or indirectly as a result of, in respect of, or arising out of your reliance on Informational Services.

Authorized Clinicians have the discretion to refuse or discontinue the provision of some or all Informational Services to any User at any time, including for actual or potential misuse of the Informational Services by a User and where the information being requested is not general information but in the nature of a diagnosis or treatment.

5. Privacy

Our collection, use, disclosure, retention and disposal and destruction of Information are governed by our Privacy Policy. You must review our Privacy Policy prior to agreeing to these Terms as the Privacy Policy is incorporated by reference into, and accordingly is part of, these Terms.

If you have questions about our privacy program or our management of your Information please contact us as set out in the Privacy Policy.

6. How it Works

The Essential Clinic Platform and Healthcare Services

The Essential Clinic Platform enables you to access the online provision of health care from healthcare providers who practice in one or more Provinces or Territories of Canada, for you. The Essential Clinic Platform and Healthcare Services will only be made available to you if you meet the Residency Requirements set out above, whether or not you are physically in your Province or Territory of residence at the time that you request Healthcare Services. By using the Essential Clinic Platform and Healthcare Services, you represent and warrant that you, or any Registered Dependent, meets the Residency Requirements at the time that the Healthcare Services are provided. You agree that the Essential Clinic Platform is made available solely for your personal and non-commercial use.

The Essential Clinic Platform also enables you to: store Information (including PHI created or compiled in the course of providing Healthcare Services) and to share it with Authorized Clinicians; and receive and store prescriptions among other documents, from Authorized Clinicians electronically. The Essential Clinic Platform may offer optional services that Essential Clinic will perform on your behalf, at your direction, including the ability to: fax securely a summary report about your Healthcare Services to a clinician of your choice; and fax securely your prescription to a third-party pharmacy partner of Essential Clinic (or your chosen pharmacy).

The Essential Clinic Platform and Healthcare Services

The Essential Clinic Platform enables you to access the online provision of general medical information from Authorized Clinicians. You acknowledge and agree that the Essential Clinic Platform and Informational Services are made available solely for your personal and non-commercial use.

For Clarity

BY REGISTERING TO USE THE Essential Clinic PLATFORM, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE THAT:

  • The Essential Clinic Platform is a technology platform that facilitates connecting Users (and any individuals for whom they have created a profile in their User Account) with independent Authorized Clinicians for the provision of Healthcare Services and/or Informational Services, and that Essential Clinic is not a party to the relationship between you and any Authorized Clinician providing Healthcare Services and/or Informational Services. Authorized Clinicians are independent contractors who are not employed by Essential Clinic or otherwise affiliated with Essential Clinic.
  • AUTHORIZED CLINICIANS ARE SOLELY RESPONSIBLE FOR HEALTHCARE SERVICES AND INFORMATIONAL SERVICES THAT THEY PROVIDE TO YOU, INCLUDING COMPLIANCE WITH STANDARDS OF CARE AND RECORD-KEEPING AND OTHER PROFESSIONAL OBLIGATIONS.
  • As with any other medical consultation, no results can be guaranteed or assured: your Authorized Clinician may determine that Healthcare Services are not appropriate for some or all of your treatment needs, and accordingly may elect not to provide Healthcare Services to you through the Essential Clinic Platform.
  • As with any other health care service, there are risks associated with the use of the Healthcare Services.
  • There are risks associated with any inappropriate reliance on Informational Services.
  • The Essential Clinic Platform may not permit the transmission of information in a way that allows the Authorized Clinician to provide Healthcare Services or Informational Services (e.g., poor resolution of images).
  • You are responsible for providing the Authorized Clinician with the information that he or she advises is required in order to provide you with Healthcare Services or Informational Services.
  • The laws that protect the privacy and security of PHI apply to telemedicine; (again, please see our Privacy Policy).
  • The content and material appearing on the Essential Clinic Platform could include technical, typographical or photographic errors. Essential Clinic does not warrant that any of the materials provided are accurate or current (see the Section on "Content" below).

7. Content

None of the information or materials (collectively, excluding Healthcare Services, ("Content")) available through the Essential Clinic Platform is medical advice, treatment, diagnosis or an endorsement, representation or warranty that any particular medication or treatment is safe, appropriate, or effective for you. Content is for informational purposes only. It is your responsibility to discuss any Content with an Authorized Clinician, your family physician or another healthcare provider prior to relying on it and any reliance on Content is at your own risk.

8. Ownership

The Essential Clinic Platform, all Contents and rights therein, except PHI, are and shall remain Essential Clinic's property or the property of Essential Clinic's licensors. Neither these Terms nor your use of the Essential Clinic Platform convey or grant to you any rights to use or reference in any manner Essential Clinic's brand elements, company name, logo, product and service names, trademarks or services marks or those of Essential Clinic's licensors. You are not permitted to copy or otherwise reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any Content, except as expressly permitted by these Terms.

You hereby grant to Essential Clinic a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to access, use, process, store, collect, disclose, and transmit anonymized data, information or other materials, which are generated from your use of the Services (such data, information and materials, the "Aggregated Data"). This information shall not include any personal information or Personal Health Information. Company shall own this Aggregated Data and may use Aggregated Data for any purpose and without restriction or obligation.

9. Preliminaries: User Accounts

In order to use the Essential Clinic Platform, including obtaining Healthcare Services or Informational Services, you may have to register for and maintain an active personal account ("User Account"). You must be at least 18 years of age to create a User Account. You are only permitted to request Healthcare Services for you or for Registered Dependents you have added to your User Account. You may have to create a separate "profile" for each Registered Dependent, which will include the person's name and other personal information. Again, you are only permitted to request Healthcare Services for yourself or Registered Dependents. You may request Informational Services for you only.

You are responsible for all activity that occurs under your User Account, and you agree to maintain the security and secrecy of your User Account username and password at all times. Unless otherwise permitted by Essential Clinic in writing, you may only possess one User Account.

10. Restrictions

While using the Essential Clinic Platform, you may not, and represent and promise that you will not:

  • Remove or alter any copyright, trademark, brand elements or other proprietary notices.
  • Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Essential Clinic Platform except as expressly permitted by Essential Clinic.
  • Decompile, reverse engineer or disassemble the Essential Clinic Platform except as may be permitted by applicable law.
  • Link to, mirror or frame any portion of the Essential Clinic Platform.
  • Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Essential Clinic Platform, or unduly burdening or hindering the operation and/or functionality of any aspect of the Essential Clinic Platform.
  • Attempt to gain unauthorized access to or impair any aspect of the Essential Clinic Platform, or its related systems or networks.
  • Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity.
  • Use the Essential Clinic Platform in a manner that violates any laws.

In addition, you agree to refrain from abusive language or inappropriate conduct when communicating with anyone through the Essential Clinic Platform, including Authorized Clinicians. You agree that you will not contact Authorized Clinicians in respect of Healthcare Services or Informational Services except through the Essential Clinic Platform. For clarity, Essential Clinic has no interest in or control over any interaction that you may have with Authorized Clinicians outside the Essential Clinic Platform and unrelated to Healthcare Services or Informational Services.

11. Termination

As set out above, Essential Clinic reserves the right to terminate any User's access or use of the Essential Clinic Platform at any time, for any reason. If your User Account is terminated, Essential Clinic will have no further obligation to provide access to the Essential Clinic Platform, except to the extent there is an obligation to provide you with access to your Information, or we are requested to do so, for a limited period, by an Authorized Clinicians in connection with his or her professional obligations to you.

Please see our Privacy Policy in relation to our management of Information on the deactivation of a User Account.

12. Fees/Clinician Payment/Payment Options

Like certain other health professional services, Healthcare Services are provided for a fee. Fees for consultation with Authorized Clinicians and purchase of medications are published on our Website. Some or all of the fees may be covered by the provincial health plan in your Province or Territory of residence or may be reimbursable under a private health plan. Where you have questions about fees charged for Healthcare Services, please contact us.

You understand that you will be charged a fee for any Healthcare Services and/or Informational Services you receive from an Authorized Clinicians, unless the fees are paid by someone else (e.g. your employer) as permitted under these Terms.

Payment of the fees through the credit card validation and processing arrangement described below shall be considered the same as payment made directly to the Authorized Clinician. All fees for Healthcare Services and Informational Services are in Canadian dollars and inclusive of all applicable taxes.

Unless otherwise indicated, fees for Healthcare Services and Informational Services ("Fees") are payable at the time you request Healthcare Services and/or Informational Services. Essential Clinic requires you to submit credit card information prior to any Healthcare Services or Informational Services being provided to you for the purpose of validation of the card. You will not be able to begin accessing Healthcare Services or Informational Services through the Essential Clinic Platform if the credit card information you provide is inaccurate and/or if your credit card is declined at the point of validation. You agree that Essential Clinic, on behalf of Authorized Clinicians, may validate your credit card and charge it in the amount of the Fees. Essential Clinic will notify you of any applicable Fees and provide you with a receipt for the Fees you pay.

If you opt in to have your prescription auto-renewed by Essential Clinic (and its pharmacy partners), then Essential Clinic will charge your credit card on a recurring basis, in accordance with your subscription term, until you cancel the subscription. Notwithstanding the foregoing, Essential Clinic may require you to provide annual medical history updates before renewing prescriptions beyond a year.

Where Healthcare Services involve the sale of any prescription products, please note that refunds of any shipped prescription products will not be granted under any circumstances.

As mentioned above, Healthcare Services provided to Quebec residents, as well as any prescriptions written by Authorized Clinicians, will not be covered by the Quebec RAMQ, and are wholly uninsured services.

13. Disclaimer

THE ESSENTIAL CLINIC PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." ESSENTIAL CLINIC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, ESSENTIAL CLINIC MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES REQUESTED THROUGH THE USE OF THE ESSENTIAL CLINIC PLATFORM, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ESSENTIAL CLINIC DOES NOT GUARANTEE THE QUALITY, SUITABILITY OR SAFETY OF HEALTHCARE SERVICES OR INFORMATIONAL SERVICES. YOU AGREE TO ASSUME ALL RISK ARISING OUT OF YOUR USE OF THE ESSENTIAL CLINIC PLATFORM, AND ANY RISK RELATED TO THE HEALTHCARE SERVICES AND INFORMATIONAL SERVICES PROVIDED BY ESSENTIAL CLINIC OR AN AUTHORIZED CLINICIAN.

14. Limitation of Essential Clinic's Liability

UNDER NO CIRCUMSTANCE SHALL ESSENTIAL CLINIC BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING PROFESSIONAL NEGLIGENCE, PERSONAL INJURY, LOST INCOME OR LOST DATA, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE ESSENTIAL CLINIC PLATFORM AND/OR HEALTH CARE SERVICES AND/OR INFORMATIONAL SERVICES PROVIDED BY AUTHORIZED CLINICIANS. ESSENTIAL CLINIC, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND INDEPENDENT THIRD PARTY CONTRACTORS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE ESSENTIAL CLINIC PLATFORM AND/OR HEALTHCARE SERVICES AND/OR INFORMATIONAL SERVICES, OR YOUR INABILITY TO ACCESS OR USE THE ESSENTIAL CLINIC PLATFORM AND/OR HEALTHCARE SERVICES AND/OR INFORMATIONAL SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY AUTHORIZED CLINICIAN. ESSENTIAL CLINIC SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND ESSENTIAL CLINIC'S REASONABLE CONTROL. YOU AGREE THAT ESSENTIAL CLINIC HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO YOUR USE OF THE ESSENTIAL CLINIC SITE OR THE HEALTHCARE SERVICES AND/OR INFORMATIONAL SERVICES PROVIDED TO YOU BY AUTHORIZED CLINICIANS, ANY MEDICAL ADVICE PROVIDED BY AN AUTHORIZED CLINICIAN, OR ANY PRESCRIPTION MEDICATION TAKEN BY YOU.

No liability for computers or networks used to access your account

Essential Clinic is not liable for your information stored or recorded by any computer, tablet, mobile device or any network, whether public or private, that you may use to access the Essential Clinic Platform.

15. Indemnity

You agree to indemnify and hold Essential Clinic (which in this Section includes its directors, officers, employees, agents and shareholders) harmless from any and all claims, demands, losses, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with: (i) your use of the Essential Clinic Platform, Healthcare Services and/or Informational Services obtained through your use of the Essential Clinic Platform; (ii) your breach or violation of any of these Terms; or (iii) your violation of the rights of any third party, including Authorized Clinicians, other Users, any person on whose behalf you request Healthcare Services and/or Informational Services, and/or referred friends. Through the Essential Clinic Platform, you may use certain services that are not provided by Essential Clinic and that we identify to you for your convenience, e.g., prescription delivery services. To the extent that a service is not provided by Essential Clinic, you will be given notice prior to using that service, and if you elect to proceed, you acknowledge and agree that you will be contracting with the service provider and not Essential Clinic.

16. General Provisions

Entire Agreement. These Terms constitute the entire agreement and understanding of Essential Clinic and you with respect to their subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding the subject matter.

Governing Law and Jurisdiction. By accessing the Essential Clinic Platform, you agree that A. all aspects of the relationship between You and Essential Clinic (as well as their agents, delegates, employees and any clinicians and other independent healthcare clinicians providing medical or other healthcare and treatment to You, or in association with Essential Clinic, including without limitation any healthcare and treatment 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 Terms of Service, shall be governed by and construed with the laws of the province or territory of Alberta (other than conflict of laws rules) and the laws of Canada applicable therein.

Exclusive Jurisdiction. The parties hereby acknowledge that the medical or other healthcare and treatment received by You from Essential Clinic will be provided in the Province or Territory in which You are resided in, but that the Courts of the Province of Alberta shall have exclusive jurisdiction to hear any complaint, demand, claim, proceeding, or cause of action, whatsoever arising from or in connection with that medical or other healthcare and treatment, or from any other aspect of the relationship between You and Essential Clinic.

Non-assignment. These Terms are not assignable, transferable, or to be sublicensed by you except with Essential Clinic's prior written consent. Essential Clinic may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.

Links to External Websites. Links on Essential Clinic's Platform to other websites or resources including those operated by parties other than Essential Clinic, are provided for your convenience. Essential Clinic is not responsible for the availability of such websites or resources and does not endorse or accept responsibility for the content of such external websites or resources and has no responsibility for or control over the terms of service or privacy policy (if any) of the operators of the external websites or resources. Your access and viewing of any third party websites or resources is conducted at your own risk. Essential Clinic is not responsible even where we link you to those resources or refer you for your convenience.

Severability: If any provision in these terms is held to be invalid, void, or unenforceable, such provision (or the part of it that is making it invalid, void or unenforceable) will be struck and not affect the validity of and enforceability of the remaining provisions.

Language: The parties acknowledge that they have expressly required that this agreement and all related documents be drafted in the English language. Les parties reconnaissent avoir expressément exigé que le présent convention et tous les documents connexes soient rédigés en langue anglaise.

17. Dispute Resolution

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Essential Clinic and limits the manner in which you can seek relief from us.

  1. Applicability: You agree that any dispute or claim relating in any way to your access or use of the Essential Clinic Platform, to any services provided through the Essential Clinic Platform, or to any aspect of your relationship with Essential Clinic, will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims in small claims court if your claims qualify; and (ii) you or Essential Clinic may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
  2. Pre-Arbitration Dispute Resolution: Essential Clinic is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at team@essentialclinic.ca. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Essential Clinic should be sent to Essential Health Systems Inc. dba EssentialClinic.ca, 119 14 St NW Suite 400, Calgary, AB T2N 1Z6 Canada with a copy to team@essentialclinic.ca. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Essential Clinic and you do not resolve the claim within sixty (60) calendar days after the Notice is received, either party may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Essential Clinic or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Essential Clinic is entitled.
  3. Arbitration Rules and Forum: : The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under CAD $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at https://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing, and/or other fees and cannot obtain a waiver from JAMS, Essential Clinic will pay them for you. In addition, Essential Clinic will reimburse all such JAMS’s filing, administrative, hearing, and/or other fees for claims totaling less than CAD $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the province where you live or at another mutually agreed location. If the parties are unable to agree on a location, the determination will be made by JAMS. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitration will be subject to “Governing Law and Jurisdiction” as set forth in Section 16 above.
  4. Authority of Arbitrator: The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Essential Clinic. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms of Service (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
  5. Waiver of Jury Trial: YOU AND ESSENTIAL CLINIC HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Essential Clinic are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in subsection 17(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
  6. Waiver of Class or Other Non-Individualized Relief: ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the Provincial or Federal Courts located in the Province of Alberta. All other claims shall be arbitrated.
  7. 30-Day Right to Opt Out: You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: 119 14 St NW Suite 400, Calgary, AB T2N 1Z6 Canada, within 30 days after first becoming subject to this Arbitration Agreement and by email to Essential Clinic at team@essentialclinic.ca. Your notice must include your name and address, your Essential Clinic username (if any), the email address you used to set up your Essential Clinic account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms of Service will continue to apply to you, including, for certainty, Section 16. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
  8. Severability: Except as provided in subsection 17(g), if any part or parts of this Arbitration Agreement (other than the subsection (f) above titled “Waiver of Class or Other Non-Individualized Relief”) are found under the law to be invalid or unenforceable, the parties agree to replace such part or parts with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable part or parts, and this Arbitration Agreement will be enforceable as so modified. If any of the provisions of subsection (f) above titled “Waiver of Class or Other Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.
  9. Survival of Agreement: This Arbitration Agreement will survive the termination of your relationship with Essential Clinic.
  10. Modification: Notwithstanding any provision in this Agreement to the contrary, we agree that if Essential Clinic makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Essential Clinic at the following address: 119 14 St NW Suite 400, Calgary, AB T2N 1Z6 Canada. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
  11. Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.