Last updated: July 29, 2022
The BRIA Solution and the Content do not constitute, and are not a substitute for, medical advice or the services of a regulated health professional and no advice is given unless and until you are connected with a professional for health services. The BRIA Solution should not be used if you are experiencing a medical emergency. If you have a medical emergency, you should call 911 immediately or attend the emergency room of the nearest hospital. Under no circumstances should you attempt self-treatment based on the Content.
Notwithstanding anything to the contrary herein, you understand and acknowledge that BRIA is a technology provider and that the services of all regulated health professionals (the “Professionals”) made available to you through the BRIA Solution are provided by each Professional in their personal capacity as an individual qualified to carry on their respective health profession and not by BRIA. BRIA is not responsible for any of the Health Services provided by any Professional through the BRIA Solution.
2. User Account
(a) To access certain features of the BRIA Solution, you may be required to successfully sign up for a user account using the available interfaces of the services, and establish a username and password login credentials (the “User ID”). If you establish a User ID, you will keep your User ID secure and will not grant access to or otherwise share your User ID with any other person. You must provide us with true, accurate, current and complete information for your User ID. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the BRIA Solution.
(b) We reserve the right to disable any User ID issued to you at any time at our sole discretion. If we disable access to a User ID issued to you, you may be prevented from accessing the BRIA Solution (or any portion thereof).
3. Electronic Communications
(a) When you use or view the BRIA Solution or send emails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We may communicate with you by email, by text message or by posting notices on the BRIA Solution. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing
(b) If you elect to receive text messages through the BRIA Solution, standard data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the BRIA Solution.
(c) By creating an account to access the BRIA Solution, you acknowledge and agree that BRIA will send you service-related emails and text messages relating to your account, including service updates. These communications can be managed through user features made available through the BRIA Solution from time to time. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. You may withdraw your consent to receive communications electronically by contacting us in the manner described below. If you withdraw your consent (excluding consent to receive marketing communications), from that time forward, you must uninstall, delete and stop using the BRIA Solution. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email, telephone number or contact information so that you continue to receive all communications without interruption.
4. Description of Health Services made available through the BRIA Solution
The BRIA Solution permits healthcare professionals and health coaches to provide digitally enabled measurement-based care to deliver comprehensive and multidisciplinary mental health services to patients throughout the reproductive life cycle. BRIA’s patient journey may include: (i) directly booking Health Services through BRIA’s online platform; (ii) being connected with a care coordinator and completing either: (a) an assessment to provide personalized guidance to patients about specific services to meet their needs (known on the BRIA Solution as a “Mini Mental Health Assessment”); or (b) a comprehensive mental health assessment (known on the BRIA Solution as a “Maxi Mental Health Assessment”) or midlife assessment (known on the BRIA Solution as a “MEDI Assessment”) by a team of practitioners, including a care coordinator, social worker or occupational therapist, registered nurse practitioner, gynecologist and/or psychiatrist ; (iii) consultation and care through a combination of individual, couples, and/or group therapy sessions; (iv) consultation and care with other allied health care practitioners, including a parenting coach, a sleep coach, a lactation consultant, a registered dietitian; and (v) reconnecting with a care coordinator for follow-up or monitoring (collectively, the “Health Services”). All care providers provide services which are appropriate to their training, experience, and credentials, as applicable.
5. User Data and Privacy
(a) By using the BRIA Solution, you acknowledge and agree that BRIA will be transmitting certain of your Personal Information (which may include protected health information as that term is defined under the applicable legislation), electronically.
(b) You grant to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, an irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to access, collect, store and use any data, information, records or files that you load, transmit to or enter into, or that we collect from, the BRIA Solution, including your Personal Information, but excluding your Personal Health Information, as defined in paragraph 5(c) (collectively, “User Data”): (i) to develop, enhance and make available the BRIA Solution; and (ii) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”). We and our affiliates and service providers, and each of their and our respective licensees, successors and assigns are free to create, use and disclose Aggregated Data during and after the Term (defined below) for any purpose and without obligations of any kind. To the extent permitted by applicable law, BRIA will not be liable for any failure to store, or for loss or corruption of your User Data.
(c) If the amount to be charged to your billing account varies from the amount you preauthorized (other than due to the imposition or change in the amount of applicable sales taxes), you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your payment method of choice. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
7. App Updates and Upgrades
8. Ownership of and License to the BRIA Solution
(b) Certain elements of the BRIA Solution are protected by copyright. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring, or selling the BRIA Solution or any portion thereof or sharing or granting access in any of the foregoing to any third party for any purpose.
(d) The name “BRIA” is the trademark and trade name of BRIA. Any trademarks, graphics, logos or other commercial symbols appearing in or on the BRIA Solution and Offerings are the exclusive property of BRIA (or its third-party suppliers) and may not be used in any manner without our express written consent.
9. Additional Terms
10. Your Responsibilities
You agree to:
(a) prevent unauthorized access to or use of the BRIA Solution;
(b) maintain, protect and make backups of your User Data;
(c) keep your contact information associated with your account current and accurate at all times;
(d) comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy laws and anti-spam;
(e) keep your User IDs and all other login information confidential;
(f) not register for more than one account, register for an account on behalf of an individual other than yourself without such individual’s authorization, or register for an account on behalf of any group or entity;
(g) monitor and control all activity conducted through your account in connection with the BRIA Solution;
(h) upload and disseminate only data to which you own all required rights under law and do so only consistent with applicable law;
(i) promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account;
(j) not use anyone else’s User ID at any time, without the permission of the User ID holder;
(k) not attempt, in any manner, to obtain the password, account, or other security information from any other user; and
(m) except as authorized by applicable law, you agree not to export, re-export or transfer the BRIA Solution or any part thereof to any country, person, entity or end-user subject to applicable export controls or sanctions. For greater certainty, you are responsible for complying with all applicable trade restrictions, regulations, and laws both foreign and domestic.
11. No Unlawful or Prohibited Use
(a) disable or interfere in any way with servers or networks connected to the BRIA Solution;
(b) attempt to gain unauthorized access to the BRIA Solution;
(c) transmit or communicate in any way on the BRIA Solution any data, information, media or any other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, inaccurate, intentionally misleading, or impersonates any other person; (iv) gives the impression that it originates from or is endorsed by us or any other person or entity, if that is not the case; (v) is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, exploitative, obscene, harmful, sexually explicit, inflammatory, offensive or discriminatory in any way or is otherwise objectionable, such determination to be made in BRIA’s sole discretion; (vi) is harmful to minors in any way or targeted at minors; (vii) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party; (viii) violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability; or (ix) discloses or provides information protected under any law, agreement or fiduciary relationship, including proprietary or confidential information of others; or (x) contains information about an identifiable individual;
(d) use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the BRIA Solution or any part thereof or otherwise attempt to discover any source code; use the BRIA Solution for the purpose of building a similar or competitive offering;
(f) impersonate BRIA or any other person or entity;
(g) encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the BRIA Solution, or which, as determined by us, may harm BRIA or users of the BRIA Solution or expose them to liability;
(h) promote any illegal activity or advocate, promote, or assist any unlawful act;
(i) use the Content to do any targeted advertising;
(j) run Maillist, Listserv, any form of auto-responder or “spam” on the BRIA Solution, or any processes that run or are activated while you are not logged into the BRIA Solution, or that otherwise interfere with the proper working of the BRIA Solution;
(k) encourage any other commercial activities, including, without limitation, any “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;
(l) publish or in any way distribute the Content;
(m) provide access to an account designated for you to another person;
(n) reidentify the Content to associate the Content with an individual or specific mobile device by using any method, including merging external data with the Content, or use the Content to attempt to identify the behaviour of a known individual for any reason;
(o) copy or store any significant portion of the Content;
(p) use the BRIA Solution or Content to stalk, attempt to exploit, harass or harm another individual by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws and regulations;
(q) cause annoyance, inconvenience, or needless anxiety or use the BRIA Solution in a manner that is likely to upset, embarrass, or alarm any other person;
(r) mirror or frame the BRIA Solution or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages; or
(s) authorize, permit, enable, induce or encourage any third party to do any of the above.
12. Communications Not Confidential
13. Third Party Content, Websites or Services
(b) Your interactions with organizations and/or individuals found on or through the BRIA Solution, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that to the fullest extent permitted by applicable law BRIA is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
14. Malicious Code and Security
The downloading and viewing of Content are done at your own risk. We do not guarantee or warrant that the BRIA Solution is compatible with your computer system or mobile device or that the BRIA Solution, or any links from the BRIA Solution, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the BRIA Solution.
To the fullest extent permitted by applicable law, you acknowledge, understand, and agree that the BRIA Solution and the content are provided “as is” and “as available”, with all faults and without warranties or conditions of any kind except for any specific warranties provided or as otherwise required by law. To the fullest extent permitted by applicable law, we disclaim all warranties, representations and conditions of any kind with respect to the BRIA Solution and the content whether express, implied, statutory or collateral, including, without limitation, any warranties and conditions of merchantability, quality, durability, compatibility, title, security, reliability, completeness, quiet enjoyment, accuracy, currency, timeliness, integration, fitness for a particular or general purpose and non-infringement, and/or any warranties or conditions arising out of course of dealing or usage of trade, and/or that the BRIA Solution and the content are or will be error-free or will operate without interruption. to the fullest extent permitted by applicable law, we disclaim all warranties, representations and conditions of any kind with respect to third party communications and any third party websites or content directly or indirectly accessed through the BRIA Solution.
In the event that there is an interruption or disruption to the offerings for whatever reason, even if BRIA has been made aware of an issue that could result in or is likely to result in an interruption or disruption of offerings, to the fullest extent permitted by applicable law, BRIA will not be required to issue a refund to you, provided that you will be entitled to a refund for any particular Health Service that is not provided as a result of such interruption. As soon as BRIA has identified the cause of an interruption or disruption, BRIA will use reasonable efforts to restore the offerings as soon as reasonably possible.
In the event that there is an interruption or disruption to the offerings, and the technology is not functioning properly, BRIA providers may offer you an alternative way to connect. This may include use of the telephone, or another virtual care platform that is approved by Bria and that is PHIPA-compliant. Patient consent will be explicitly sought prior to any alternative means of contact being used.
You acknowledge and agree that: (a) the list of Professionals listed on, or providing healthcare services through, the BRIA Solution may not be a complete list of every Professional and may not be updated on a regular basis even if we have been advised of incorrect or incomplete information; (b) the information contained about a Professional may not be complete; (c) the BRIA Solution is NOT to be used by you as a source of medical advice or for the diagnosis of any medical condition, unless a diagnosis is explicitly rendered by a Professional qualified to do so as part of the Health Services; and (d) in the event of an emergency, you will call 9-1-1 or attend the nearest emergency room of a hospital and will not rely on the information contained in the BRIA Solution or any of the Health Services.
17. Limitation of Liability
Without limiting the foregoing, under no circumstances will any of the BRIA parties be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our or their reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, pandemics, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
19. Term and Termination
20. Geographic Restrictions
BRIA makes no representation that the BRIA Solution and Health Services are or will be available for use in all locations within Ontario, Canada. Use of the BRIA Solution by any person physically located outside of Ontario, Canada is strictly prohibited. We provide the BRIA Solution for use only by persons located in Ontario, Canada. The BRIA Solution is not intended for use in any jurisdiction where its use is not permitted. For clarity, this is subject to the public portions of the Website which may be available.
21. General Provisions
23. Third Party Terms: