Aria Terms of Use

Effective date: September 12, 2017

I. Introduction and Eligibility

Please read these Terms of Use (“Terms”) carefully before using the Aria System.

These Terms include Aria’s Privacy Policy, which is incorporated by reference into these Terms.

II. About Aria

Aria is an innovative cloud-based system that permits collaboration between counsellors and clients, and also acts as an information management system for counsellors. Because it is a system, it has a number of parts, some of which are visible only to counsellors, some are used directly by the client and some are in the background, making it all happen. Taken together, we refer to this in our Terms as the “Aria System.”

III. These Terms

This agreement is a legally binding contract. It may change at our discretion as described below.

A. Binding Agreement.

These Terms constitute a binding agreement between you and 9464336 CANADA INC. and its affiliates and subsidiaries (“Aria,” “we,” “us”). “You” and “users” shall mean all users of the Aria System, which may include Counsellors and Clients.

The Aria System generally has two categories of users: The first category is comprised of “Counsellors”, who are generally psychologists, life coaches, psychotherapists, clinicians or counsellors, who use the Aria System to manage their practices and to interact with their clients; the second category is comprised of “Clients”, meaning individuals who interact with their Counsellors.

It should be noted that “Counsellor” may refer to an incorporated group practice, so that more than one individual “counsellor” is included in the term “Counsellor”.

In these terms, “you” or “yours” refers to either Counsellors or Clients. If a provision of these Terms specifically applies to one and not the other, we will be particular.

You accept these Terms each time you access the Aria System. If you do not accept these Terms, you must not use the Aria System. If you are under 18 years of age, you represent and agree that you possess the legal consent of your parent or guardian to access and use the Aria System.

B. Revisions to Terms.

We may revise these Terms at any time by posting an updated version, which will include a version date. If we consider a change to be significant (meaning it materially affects the Service as we provide it, your right or your obligations), we will provide you with additional notice such as via a pop-up, by email or via an in-app notification. We will endeavour to provide you with such notice in advance of the revisions coming into effect. Your continued use of the Aria System after a change to these Terms constitutes your binding acceptance of the revised Terms.

The terms “post” and “posting” as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the Aria System.

IV. The Aria System

The “Aria System” means any websites, mobile applications, and other services under the control of Aria, whether partial or otherwise, in connection with providing an online or digital platform for Aria’s services, including www.apparia.ca and Aria applications.

A. Aria does not give medical or mental health advice

Aria does not give medical advice or mental health advice. The Aria System may provide helpful information about you and facilitate the communications between Clients and Counsellors. The information and materials available through the Aria System are for informational and educational purposes only and are not intended to constitute professional advice, diagnosis or treatment, or to substitute for sound professional judgment. The results of any tests or quizzes may not always be accurate, complete, or up-to-date and should be used for informational purpose only and interpreted with the assistance of a trained professional. You assume full risk and responsibility for the use of information you obtain from or through the Aria System.

B. Privacy and Confidentiality

Aria protects information it receives in accord with its privacy policy http://apparia.ca/privacy.

C. Permission to Use the Site

We grant you permission to use the Aria System subject to the restrictions in these Terms. Your use of the Aria System is at your own risk, including the risk that you might be exposed to User Content (as defined below) that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.

V. Your Account

You are responsible for your log-in credentials and for keeping your information accurate.

You are responsible for any activity resulting from the use of your log-in credentials on the Aria System.

You represent and warrant that the information you provide to Aria will be true, accurate, current, and complete.

A. Your Log-In Credentials.

To use the Aria System, you will have log-in information, including a username and password. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your access credentials, you agree to use reasonable efforts to prevent unauthorized access to or use of the Aria System and to preserve the confidentiality of your username and password, and any device that you use to access the Aria System.

You agree to notify us immediately of any breach in secrecy of your log-in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify Aria by e-mail to info@apparia.ca. You will be solely responsible for the losses incurred by Aria and others due to any unauthorized use of your account.

B. Communications

Aria may communicate with you by email or posting notice on the Aria System.

You agree to receive email from us at the email address you provided to us for customer service-related purposes.

C. Electronic Notices

By using the Aria System or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Aria System. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Aria System or sending an email to you. Alternatively, with respect to end-users, the obligation to notify may rest with the Counsellor.

VI. Aria’s Content Ownership and Use

Aria owns or has rights to all of the content we make available through the Aria System, but you may use it as you use the Aria System. You cannot use our logo without our written permission.

The contents of the Aria System include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other Aria content (collectively, “Aria Content”). All Aria Content and the compilation (meaning the collection, arrangement, and assembly) of all Aria Content are the property of Aria or its licensors and are protected under copyright, trademark, and other laws. Except as expressly authorized in writing by Aria, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Aria System or the Aria Content, in whole or in part.

A. License to You

We authorize you, subject to these Terms, to access and use the Aria System and the Aria Content solely for the professional use of the Aria system for Counsellors and for the personal use of Clients. This authorization is at our discretion, and does not permit use of any data mining, robots, scraping, or similar data gathering or extraction methods. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Aria Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Aria Content on any copy you make of the Aria Content.

B. Aria Marks

Aria, the Aria logo, and other Aria logos and product and service names are or may be trademarks of Aria (the “Aria Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the Aria Marks.

VII. Intellectual Property Rights and Your License to Use

The provisions of this Section of the Terms is applicable to all users, unless Aria has agreed otherwise. Aria may, from time to time, enter into agreements related to the content, with terms that vary from these particular terms.

A. Data Takeout

As between Aria and the Counsellors, Aria does not claim any ownership or other rights to Client clinical information. Aria will provide Counsellors with tools to export all Client clinical information.

B. Aria Claims No Ownership

The Aria System may provide you with the ability to create, post, or share content (“Your User Content”). Unless otherwise agreed-to, Aria claims no ownership or control over Your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the Aria System. You are responsible for protecting those rights.

C. Aria’s Use of Posted Content on the Aria System

You own all of your content, but are giving us permission to use it as part of the Aria System to provide the Aria System to you and to your Clients.

By creating, posting, or sharing Your User Content on or through the Aria System, and subject to Aria’s Privacy Policy, you grant Aria a world-wide, non-exclusive, sub-licensable, royalty-free, transferable license to use, modify, remove, publish, transmit, or display Your User Content without compensation to you. If you post Your User Content in a manner that is intended to be visible to a particular audience (such as your Clients only), by using tools or settings provided by Aria, the license you grant to Aria is limited by the controls you use. For example, if a Counsellor wishes to make particular tools available to his or her Clients only, the license granted to Aria is only to make that content available to those Clients.

D. You Acquire No Ownership of Others’ Content

You understand and agree that you will not obtain, as a result of your use of the Aria System, any right, title, or interest in or to such content delivered via the Aria System or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content.

E. You Must Have Rights to the Content You Post

You represent and warrant that: (i) you own the content posted by you on or through the Aria System or otherwise have the right to grant the license set forth in these Terms, (ii) the posting and use of Your User Content on or through the Aria System does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of Your User Content on the Aria System does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the Aria System. You also acknowledge and agree that Your User Content is non-confidential.

The Aria System contains content from users and other Aria licensors. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Aria System.

In addition, you specifically represent and warrant to Aria that you are solely responsible for Your User Content. You agree to fully indemnify and make Aria harmless against any damages or claims made by third parties that allege that Your User Content violates any third party’s rights or causes any harm of any kind to Aria or any third party.

VIII. Suggestions and Submissions

We appreciate your comments, but if you send us creative ideas, we can use them without compensating you. We appreciate hearing from our users and welcome your comments regarding the Aria System. Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials (“creative ideas”), we shall:

  1. own, exclusively, all now known or later discovered rights to the creative ideas;
  2. not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and
  3. be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

IX. User Content Disclaimers, Limitations, and Prohibitions

You are responsible for your actions when using and relying on the Aria System or content available on the Aria System.

A. Do not do bad things with the Aria System, try to break it, or steal our hard work

You agree to use the Aria System only for its intended purpose. You must use the Aria System in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Aria System are prohibited. You may not:

  1. attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Aria System, user accounts, or the technology and equipment supporting the Aria System;
  2. frame or link to the Aria System without permission;
  3. use data mining, robots, or other data gathering devices on or through the Aria System;
  4. post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
  5. disclose personal information about another person (except as permitted by law);
  6. harass, threaten, stalk, abuse, or post objectionable User Content;
  7. sell, transfer, or assign any of your rights to use the Aria System to a third party without our express written consent;
  8. post advertising or marketing links or content, except as specifically allowed by these Terms;
  9. use the Aria System in an illegal way or to commit an illegal act in relation to the Aria System or that otherwise results in fines, penalties, and other liability to Aria or others; or
  10. access the Aria System from a jurisdiction where it is illegal or unauthorized.

X. Consequences of Violating These Terms

If you do not act acceptably, we may prohibit your use of the Aria System in our absolute discretion.

We reserve the right to suspend or terminate your account and prevent access to the Aria System for any reason, at our discretion. We reserve the right to refuse to provide the Aria System to you in the future. In the event of any account termination, Aria will make your data available for a period of 30 days for you to download and export from the System. Aria will not be liable for maintaining data after such time.

Aria may review and remove (or remove from display) any User Content at any time for any reason, including activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Aria System. Any User Content that is removed that constitutes Client data or a clinical record will be made available to the Counsellor to download from the System unless we are legally precluded from doing so.

You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Aria System.

XI. Aria’s Liability

We are not liable for the actions of users when they use the Aria System. We may also change the Aria System at any time at our discretion. We do not guarantee the quality or accuracy of any content you view using the Aria System or other websites, because, among other reasons, it likely relies on trained, professional interpretation.

Clients should be aware that Counsellors are able to export information related to their Clients. Aria has no control over or any responsibility for any use of personal information or other data by Counsellors.

A. Changes to the Aria System

We may change, suspend, or discontinue any aspect of the Aria System at any time, including hours of operation or availability of the Aria System or any feature, without notice or liability. If any such change will result in a material diminution of the Aria System as available to you, we will endeavour to provide you with reasonable notice (30 days) of the change.

B. Content Accuracy

We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Aria System. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Aria System. Use the Aria System at your own risk and with appropriate professional supervision.

C. Third-Party Websites

The Aria System may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.

We make no promises and disclaim all liability of specific results from the use of the Aria System. Released Parties Defined. “Released Parties” include Aria and its affiliates, officers, employees, agents, partners, and licensors.

XII. DISCLAIMER OF WARRANTIES

You use the Aria System at your own risk. Though we will always make a good faith effort to make and maintain Aria as a useful tool for Counsellors and their Clients, we make no warranties or guarantees. You expressly understand and agree that:

XIII. LIMITATION OF LIABILITY AND INDEMNIFICATION

We are not liable for anything that happens to you that somehow may be connected to your use of the Aria System. If you use the Aria System in a way that causes us to be included in litigation, you agree to pay all legal fees and costs for Released Parties. You expressly understand and agree that the released parties shall not be liable to you for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Aria has been advised of the possibility of such damages), resulting from:

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations in this paragraph may not apply to you.

To the fullest extent possible by law, the released parties’ maximum liability arising out of or in connection with the site or your use of Aria content, regardless of the cause of action (whether in contract, tort, breach of warranty, or otherwise), will not exceed the greater of (a) $100 and (b) the fees paid by you to Aria in the preceding 12 month period.

You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any Aria Content, or (iii) your breach of these Terms. We shall provide notice to you promptly of any such claim, suit, or proceeding.

You acknowledge and agree that Aria’s pricing to you and its business model is based upon the allocation of risk set out in these Terms.

XIV. General Terms

These Terms constitute the entire agreement between you and Aria concerning your use of the Aria System. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect. The English-language versions of the Terms and incorporated agreements, such as the Privacy Policy, contain the binding terms, and any translations into other languages are for convenience only. Specifically, it is the express wish of the parties that these Terms and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.

XV. Dispute Resolution

These Terms and the relationship between you and Aria shall be governed by the laws of the Province of Nova Scotia without regard to its conflict of law provisions. You agree to first contact Aria at info@apparia.ca regarding any claim or controversy arising out of or relating to these Terms or your use of the Aria System. You and Aria agree to submit to the personal and exclusive jurisdiction of the Small Claims Court of Nova Scotia for any claims within the monetary jurisdiction of such Court. For any claims outside the jurisdiction of the Small Claims Court of Nova Scotia, the parties agree that all such claims shall be determined in accordance with the Commercial Arbitration Act (Nova Scotia) and any hearing shall be conducted before a single arbitrator sitting in Halifax, in the English Language.

Contact Information

info@apparia.ca
514-616-9695
51 Sherbrooke West, Suite 5
Montreal, Quebec H2X 1X20
Canada