Terms and Conditions

This Agreement for BrainSense Services (the "Agreement") is entered into between User, representing an organization or employer, and BrainSense, Inc. ("BrainSense"), effective upon User's acceptance of this Agreement through BrainSense's website(s) and app(s).

BrainSense operates an online platform facilitating connections between Users and licensed psychologists and qualified professionals for virtual assessments through emails, online forms, messaging, real-time chat, phone sessions, and video sessions ("Services").

User or Customer intends to provide designated eligible individuals associated with access to BrainSense's Services.

These terms outline the relationship between User and BrainSense concerning the provision of psychological assessment services.

1. Acceptance of Terms

1. By accessing or using the Platform, you affirm that you are of legal age to enter into these Terms or have obtained parental or guardian consent to do so, as well as to have read, understood, and agree to be bound by these Terms and any additional terms and policies referenced herein.
2. The privacy policy is integrated into and considered an integral component of this agreement. By consenting to this agreement and/or using the Platform, you are also consenting to the conditions outlined in the privacy policy.

2. The BrainSense Platform

1. BrainSense operates an online platform (the "Platform") enabling psychological assessment services.
2. The Platform serves to connect you with independent professionals ("Professionals") who offer psychological assessment services. BrainSense does not provide psychological testing services itself and is not responsible for the actions or conduct of Professionals.
3. Users and Professionals engage with each other directly through the Platform, and BrainSense does not assume any liability for the quality or outcomes of the services provided.
4. Only licensed psychologists, certified assessment consultants, or equivalent professionals ("Assessors") may provide services on the Platform.
5. Assessments are supervised by licensed psychologists.
6. BrainSense does not control how Professionals exercise clinical judgment but ensures compliance with provincial regulations.
7. Prior to using the Platform, carefully review these Terms of Service. By accessing or using the Platform, User agrees to comply with these Terms. Use of the Platform is not permitted if User disagrees with any part of these Terms.
8. It is recommended to consult a qualified healthcare professional for information about suitable medications or treatments. Content on the Platform does not guarantee the safety, appropriateness, or effectiveness of any medication or treatment. The Platform does not endorse specific tests, medications, products, or procedures.

3. Services

1. "Participant" refers to any individual affiliated with User or Customer who meets the eligibility criteria for accessing the Services and completes the registration process of this Agreement on the Platform.
2. BrainSense agrees to provide Participants with Platform access.
3. User or Customer will provide email addresses of members eligible for Services.
4. You agree that BrainSense shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from your use of the Services.

4. Customer Responsibilities

1. You agree to use the Platform in compliance with applicable laws and regulations and in accordance with these Terms. Users further agree not to:
   1. Use the Platform for any unlawful purpose or in violation of these Terms.
   2. Interfere with or disrupt the operation of the Platform or the servers or networks connected to the Platform.
   3. Misrepresent their identity or affiliation with any person or entity.
   4. Engage in any activity that could harm, damage, or impair the Platform or its Users or Professionals.
2. User must obtain necessary consents and disclosures to obtain email addresses from members.
3. User must secure authorization for BrainSense to share limited necessary information.
4. User is responsible for ensuring the suitability of the Services, and BrainSense does not guarantee that the Services will meet specific requirements or that the assessment results will fulfill desired outcomes.
5. Users and subcontractors must ensure compliance with privacy laws and implement data protection measures.
6. You will furnish BrainSense with information regarding its security and privacy programs upon request.
7. You understand and assume responsibility of inherent risks associated with psychological assessments when using the Services.
8. You agree to provide accurate and complete information for the assessment and understands that the quality and accuracy of the assessment results depend on doing so.
9. You agree that BrainSense shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from use of the Services.

5. Intellectual Property

All content, materials, and features available through the Platform, including but not limited to text, graphics, logos, images, and software, are the property of BrainSense or its licensors and are protected by copyright, trademark, and other intellectual property laws. Users and Professionals may not reproduce, distribute, modify, or create derivative works of any content from the Platform without our prior written consent.

6. Term

1. The Agreement continues until terminated by User or BrainSense, or as mutually agreed upon.
2. Either party may terminate the Agreement for cause or convenience with a 30-day notice.

7. Marketing and Sales

1. Customers must transparently disclose its partnership with BrainSense as required by applicable regulations.
2. Unauthorized public statements about the partnership constitute a material breach.

8. Confidentiality and Security of Information

1. Professionals are required to protect confidentiality and storage of User information in accordance with professional standards and applicable laws.
2. BrainSense ensures to take reasonable steps to protect personal information and data with industry-standard security measures, however, cannot guarantee absolute security. User acknowledges this risk.

9. Service Relationship

1. User and BrainSense operate as independent contractors.
2. Neither party has authority to create obligations on behalf of the other.

10. Disclaimer of Warranties

THE SERVICES AND ALL CONTENT, MATERIALS, AND FEATURES AVAILABLE THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Compliance with Laws

1. These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
2. Both parties must comply with applicable federal, state, and local laws.
3. User must secure necessary consents and licenses for Services provision.
4. User agrees to submit to the exclusive jurisdiction of the courts located in Ontario for the resolution of any disputes arising from these Terms or the Services.

12. Indemnification, Limitations of Liability, and Insurance

1. Users and Professionals agree to indemnify, defend, and hold harmless BrainSense and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with their use of the Platform or any violation of these Terms.
2. IN NO EVENT SHALL BRAINSENSE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, OR THE CONTENT, MATERIALS, OR AVAILABLE FEATURES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE, BREACH OF CONTRACT), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY TO CUSTOMER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR CUSTOMER USE OF THE PLATFORM SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER, IF ANY, TO ACCESS THE PLATFORM.
3. User waives any claims or demands against BrainSense, its officers, directors, employees, or agents, arising out of or in connection with use of the Services, including but not limited to claims based on negligence, breach of contract, or any other legal theory.
4. Both parties maintain insurance to support their indemnification obligations.
5. The Agreement constitutes the entire understanding between the parties.
6. Force majeure events excuse non-performance under certain conditions.
7. BrainSense declaims warranties not explicitly mentioned in the Agreement.

13. Third-Party Links

Services may contain links to third-party websites or services that are not owned or controlled by BrainSense. BrainSense has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that BrainSense 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 content, goods, or services available on or through any such websites or services.

14. Changes to Terms

1. BrainSense reserves the right to modify or revise these Terms at any time in sole discretion. Any changes to these Terms will be effective immediately upon posting on the Platform.
2. The protocols concerning alterations and updates to this agreement are equally applicable to modifications and revisions of the privacy policy.

15. Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms or the Services, you agree to first contact BrainSense to attempt to resolve the dispute informally. If we are unable to resolve the dispute informally, the dispute shall be resolved by mediation or binding arbitration in Ontario as final resolution.

Last Updated: January 16, 2025