Focus Terms of Use

Last updated on June 18, 2024 

The following terms of use (the “Terms of Use”) govern your use (the term “use”  will mean access or use, as applicable) of: (1) Hasu Behavioural Health Inc.,  d/b/a Focus Mental Wellness and/or WELL Mental Health & Wellness (“Focus”,  “us” or “we”) website located at www.focusmw.com (the “Website”); and (2) all  other services provided by Focus, as described on the Website ((1) through (2)  collectively, the “Platform”). These Terms of Use form an agreement between  Focus and you. The term “you” refers to the person or entity visiting the Platform,  browsing or otherwise using the Platform, or receiving any Services (as hereafter  defined). A copy of these Terms of Use may be downloaded, saved and printed  for your reference. 

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

DO NOT USE THE PLATFORM FOR MEDICAL EMERGENCIES OR IF YOU ARE HAVING  SUICIDAL THOUGHTS. IF YOU HAVE A MEDICAL EMERGENCY OR ARE  CONTEMPLATING HARMING YOURSELF OR OTHERS, YOU SHOULD DISCONTINUE  USING THE PLATFORM AND CALL 911 IMMEDIATELY OR ATTEND THE EMERGENCY  ROOM OF THE NEAREST HOSPITAL OR HEALTH CENTRE. UNDER NO  CIRCUMSTANCES SHOULD YOU ATTEMPT SELF-TREATMENT BASED ON ANY  CONTENT (AS HEREAFTER DEFINED). 

1. Changes to these Terms of Use and Services 

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, FOCUS RESERVES THE RIGHT TO  CHANGE THESE TERMS OF USE AT ANY TIME WITHOUT NOTICE. YOUR CONTINUED  ACCESS TO OR USE OF THE PLATFORM AFTER ANY CHANGES TO THESE TERMS OF  USE INDICATES YOUR ACCEPTANCE OF SUCH CHANGES. IT IS YOUR  

RESPONSIBILITY TO REVIEW THESE TERMS OF USE REGULARLY. 

FOCUS RESERVES THE RIGHT TO CHANGE ANY INFORMATION, MATERIAL OR  CONTENT (INCLUDING, BUT NOT LIMITED TO, PRICING, FEATURES, THE “LOOK AND  FEEL” OF THE WEBSITE AND AVAILABILITY OF SERVICES) CONTAINED ON OR  PROVIDED THROUGH THE PLATFORM (THE “CONTENT”) AT ANY TIME, AND FROM  TIME TO TIME, WITHOUT NOTICE. 

2. Use of Services

AS A CONDITION OF YOUR USE OF THE PLATFORM, YOU WARRANT THAT: (1) YOU  HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE; (2)  YOU POSSESS THE LEGAL AUTHORITY TO CREATE A BINDING LEGAL OBLIGATION;  (3) YOU WILL USE THE PLATFORM IN ACCORDANCE WITH THESE TERMS OF USE; (4)  ALL INFORMATION SUPPLIED BY YOU ON THE PLATFORM IS TRUE, ACCURATE,  CURRENT AND COMPLETE; AND (5) IF YOU ARE ACCESSING OR USING THE  PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY OR OTHER  NON-INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU HAVE THE  AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE. 

The Platform is provided solely (the “Permitted Use”) to: (1) assist you in gathering  information about the various services offered by Focus through the Platform; (2)  if and as permitted by Focus and these Terms of Use, enable you to use the  Platform and receive any services offered to you through the Platform, including  therapy services; (3) if applicable, facilitate any payments from you to Focus in  respect of your use of the Platform or the receipt of any services through the  Platform; and (4) if and as permitted by Focus and these Terms of Use, provide  feedback and otherwise communicate with Focus in connection with any of the  foregoing ((1) through (4) collectively, “Services”). 

The Platform is only intended to assist in addressing the type of mental health  problems listed on our website. Focus matches Therapists (as hereafter defined)  with you based on the information provided by you and by them. Focus will only  make suggestions as to which Therapist may be able to assist you and Focus  makes no recommendations regarding the abilities of any suggested Therapist  and does not guarantee their ability to assist you. 

You are responsible for the conduct of any session with a Therapist and the  provision of any treatment therein. Focus is not liable or responsible for any harm  that arises out of or relates to a session you participate in. If you have a  complaint against a Therapist, you can email us at support@focusmw.com and  identify the relevant Therapist. We will direct you to the applicable regulatory  authority to assist you in filing your complaint. Alternatively, you can also contact  the professional regulatory college(s) in the province(s) where the Mental Health  Services (as hereafter defined) were received. 

The duration of a session shall be presented to you at the time of booking. In  scheduling your sessions, you must also comply with our termination policy set  out in Section 7 of these Terms of Use, as such policy may be amended by us  from time to time. You may end your relationship with a Therapist at any time,  subject to our termination policy. You agree that you may interact with your  Therapist through the Platform and in person. A Therapist is obligated to inform  us if you wish to visit them in person or through other means. You expressly  acknowledge and consent to the disclosure by the Therapist to us of such 

information. 

Focus does not mandate any specific treatment method nor do we  recommend any procedure over another. This decision is solely based on the  discretion of your Therapist. 

You agree that you will not use the Services for any unlawful purpose or in any  way that interrupts, damages, impairs or renders the Services less efficient or  inefficient; use the Services to transfer files that contain viruses, trojans, logic  bombs, worms, corrupted data or other harmful programs or malicious software;  access or attempt to access the accounts of other users of the Services; to  impersonate any person or entity, or otherwise misrepresent your affiliation with a  person or entity; penetrate or attempt to penetrate any security measures; to  conduct or promote any illegal activities; to upload, distribute or print anything  that may be harmful to minors; to disseminate any content which is defamatory,  false or inaccurate or becomes false or inaccurate at any time, obscene,  indecent, seditious, offensive, pornographic, abusive, discriminatory, menacing,  scandalous, inflammatory, in breach of confidence, in breach of privacy, or  may have the effect of being harassing, threatening, or abusive to an individual  or group of individuals on the basis of religion, gender, sexual orientation, race,  ethnicity, age or disability or otherwise; to post or transmit material for which you  have not obtained all necessary licenses and/or approvals; to misrepresent your  identity in any way; to post or transmit material which constitutes or encourages  conduct that would be considered a criminal offense, gives rise to civil liability,  or otherwise be contrary to the law or infringe the rights of any third party; to  advertise or promote third party or your own products or services; to generate  spam, unsolicited e-mail advertisements, junk mail, chain letters, or otherwise  duplicative messages; to stalk, harass, harm or threaten harm on another  individual; engage in any conduct that restricts or inhibits anyone’s use or  enjoyment of the Services; license, sell, rent, lease, transfer, assign, distribute,  host, outsource, disclose or otherwise commercially exploit the Services or make  the Services available to any unauthorized third party; modify, make derivative  works of, disassemble, reverse compile or reverse engineer any part of the  Services; or access the Services in order to build a similar or competitive product  or service. 

You agree to refrain from doing anything which is fraudulent, negligent or which  we reasonably believe to be disreputable or capable of damaging Focus’s  reputation. 

You acknowledge that we have limited control over the nature and content of  information transmitted or received by you or other users of the Platform and  Services including, but not limited to, any content provided by Therapists.  Although we reserve the right to do so, we do not monitor such content in the 

usual course of business and will not be liable for any such content. If you have  a complaint about another user or a Therapist please contact us at  support@focusmw.com. 

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

3. Therapy Services 

The Services, as permitted by Focus and these Terms of Use, enable you to use  the Platform to (1) obtain access to mental health or substance abuse Therapists  (“Therapists”) and engage with them by secure video, telephone or text  messaging for mental health consultations (“Mental Health Services”) and (2)  engage with your care coordinators and other support staff (“Support Staff”), to  receive related administrative support services via online communication tools  (“Support Services”). All Therapists are independent of Focus and are solely  responsible for the provision of Mental Health Services to you. All Support Staff  are employees of Focus and only provide Support Services that do not fall within  the scope of practice of any regulated health profession. Focus is not engaged  in the practice of medicine or any other regulated health profession. Neither  Focus nor any other party associated with Focus is liable for any Mental Health  Services provided to you by Therapists. None of the Content is medical advice  or an endorsement, representation or warranty regarding the safety,  appropriateness or effectiveness of any particular treatment or medication for  you. 

FOR GREATER CLARITY, FOCUS DOES NOT PROVIDE HEALTH CARE SERVICES,  MENTAL HEALTH SERVICES, SOCIAL WORK OR PSYCHOTHERAPY SERVICES, OR  ANY OTHER PROFESSIONAL SERVICES. Focus is simply a technology service  provider that facilitates the Services through the Platform. 

Your medical care and your mental health care are solely the responsibility of  you and your Therapist. 

While the Platform and the Services may provide access to certain general  medical information, the Platform and the Services cannot and are not  intended to provide medical advice. We advise you to always seek the advice  of a physician or other regulated health professional with any questions  regarding your personal health or medical conditions. Never disregard, avoid, or  delay in obtaining medical advice from your physician or other regulated health 

professional because of something you have read on the Platform. If you have  or suspect that you have a medical problem or condition, please contact a  physician or other regulated health professional immediately. 

THERAPISTS ARE NOT THE EMPLOYEES OR AGENTS OF FOCUS AND ARE NOT  CREDENTIALED BY FOCUS. FOCUS DOES NOT HAVE ANY OVERSIGHT OF THE CARE  PROVIDED TO YOU BY THERAPISTS. Each Therapist is an independent practitioner  who is solely responsible for any Mental Health Services provided by them to  you. 

Under the Services, mental health care services or social work or psychotherapy  services are provided exclusively by Therapists. Focus supports Therapists by  providing them with access to the Platform. However, exclusive control and  responsibility for the delivery of mental health care services or social or  psychotherapy services is reserved to Therapists. 

All Therapists available through the Platform self-identify the areas in which they  are competent and represent that they are permitted to provide services in  such areas and are a member in good standing with the regulatory college of  their jurisdiction. Focus requires Therapists to represent and warrant that they are  in good standing with their respective regulatory college and to immediately  apprise Focus of any changes to such status. Although Focus vets Therapists, we  have no means to guarantee that such Therapists specialize in their claimed  fields. While we do our best to ensure the qualifications of Therapists who deliver  Mental Health Services on the Platform, you agree that Focus shall not be liable  for the quality of the service provided by Providers. 

Unless otherwise agreed by Focus, the Services described in these Terms of Use  are solely offered within Canada. 

4. Consent to Therapy and Collection, Use and Disclosure of Personal  Information 

By accessing and using the Platform to receive Services via the use of online  communication tools such as secure mail, text and video, you consent to be  consulted by one or more Therapists or Support Staff. Therapists may ask you  questions about your personal health history, present condition or symptoms,  and any course of treatment or medication that has been prescribed to you.  

Support Staff only provide Support Services that are informational in nature. You  may withdraw your consent to receive Mental Health Services or Support  Services at any time by ending your communication with the Therapist or  Support Staff.

Neither the Mental Health Services provided by Therapists nor the Support  Services provided by Support Staff are intended to replace your primary care  relationship with your family physician or other primary care health professional.  You should continue to consult your family physician or other primary care  health professional regularly or as needed or recommended by them. 

Therapists will make every effort to keep your personal information private. If you  wish to have information released, you will be required to sign a consent form  before such information will be released. There are some limitations to  confidentiality to which you need to be aware. Your Therapist may consult with  a supervisor or other professional Therapist in order to give you the best possible  service. In the event that a Therapist consults with another Therapist, no  identifying information such as name would be released. Therapists are required  by law to release information when the client poses a risk to themselves or others  and in cases of abuse to children or the elderly. If the Therapist receives a court  order or subpoena, the Therapist may be required to release some information.  In such a case, the Therapist will consult with other professionals and limit the  release to only what is necessary by law. 

You are encouraged to ask questions of the Therapists regarding any part of the  session that is conducted or recommended to you, all of which should be  answered to your satisfaction. If you are not satisfied with the explanation or  information provided by the Therapists regarding any session that is conducted  or recommended for you, you should not continue it or you should seek a  second opinion from a health professional that is not affiliated with Focus. You  have the right to refuse or withdraw consent at any time. 

In addition to the material risks that may be associated with a therapy session,  there are potential material risks that are specifically associated with using  online communication tools and which may adversely impact the ability of the  Therapists and Support Staff to provide Services, including but not limited to (a)  poor quality audio-video connections due to remote locations or other network  limitations that may limit the ability of the Therapists to appropriately conduct  the session or otherwise obtain sufficient personal information from you to  properly conduct the session, (b) delays in evaluation or treatment resulting from  similar technology failures, (c) lack of access to your personal health records  maintained outside the Platform (i.e., by your family physician or other primary  care health professional), which may result in judgment errors, and (d)  unauthorized collection, use or disclosure of your personal information due to a  security protocol breach or failure. 

FOCUS SHALL NOT HAVE ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED  TO YOUR INTERACTION OR RELATIONSHIP WITH THERAPISTS EXCEPT AS MAY BE 

EXPLICITLY PROVIDED HEREIN. 

You acknowledge that Focus is only responsible for providing the software  required for the transmission of personal information through the Platform and, in  light of the foregoing, Focus cannot be responsible for other purposes for which  the Platform is used by Therapists, nor for the privacy practices of Therapists. You  acknowledge and agree that Focus is not responsible for a breach of your  personal information if you use the Platform in a public or unsecure environment  where a session may be viewed or overheard (e.g. coffee shop, Internet café)  and such personal information is overheard by others in your vicinity. 

You acknowledge and agree that Focus is not responsible and shall not be  liable for the disclosure of your personal information and confidential data by  the Therapists. You acknowledge and agree that we are not responsible for the  behavior, actions or inactions of Therapists. 

Focus disclaims any and all liability related to your interaction with Therapists  whether or not such interaction occurs on the Platform or elsewhere. 

By consenting to receive Services using the Platform, you consent to these  inherent material risks. By providing or uploading any of your personal  information to the Platform, Therapists or Support Staff, you are consenting to the  collection, use and disclosure of your personal information for the purposes of  providing Mental Health Services and Support Services to you and for purposes  that are consistent with those purposes. Only the Therapists and Support Staff will  have access to your personal information and neither Focus nor any other party  associated with Focus will disclose your personal information to any third party  except as may be required by law or as set forth in our Privacy Policy. Your  personal information will be securely and digitally stored on servers physically  located in Canada. Although Focus uses advanced encryption technology and  other security protocols to protect your personal information and the privacy of  your online consultations with Therapists and Support Staff, you acknowledge by  using the Platform that there are inherent risks to any technology, however  remote, that could cause security protocols to fail or be breached, which could  result in the unauthorized collection, use or disclosure of your personal  information. Focus will notify you to the extent required by law of any security  protocol failure or breach that has resulted in the unauthorized collection, use or  disclosure of your personal information. We will not be responsible for any  damages you or any third party may suffer as a result of the transmission of  confidential information that you make available to us through the Internet, or  that you expressly or implicitly authorize us to make, or for any errors or any  changes made to any transmitted information. 

For further information regarding Focus’s Privacy Policy, please see the section 

below entitled “Privacy Policy” and the embedded link to Focus’s Privacy Policy.  The terms of the Privacy Policy are incorporated into, and considered a part of,  this agreement. 

We may disclose your identity to any third party who claims that material posted  by you violates their rights, including their intellectual property rights or their right  to privacy. You consent to such disclosure of information without further notice  to you. 

5. License Grants 

Subject to these Terms of Use, Focus grants you a personal, revocable, non exclusive and non- transferable license during the Term to permit you to use the  Platform, in accordance with these Terms of Use. 

Subject to these Terms of Use, you grant to Focus a perpetual, transferrable,  irrevocable, royalty-free, fully paid-up, worldwide and fully sub-licensable license  to access, collect, store and use any data, information, records and files that:  (1) you load, transmit to or enter into the Platform, or (2) Focus or the Platform  collects, retrieves or obtains from your local computer system or from third  parties with your permission or on your behalf, and (in each case) including all  results from processing such data, including compilations and derivative works  thereof (collectively, the “User Content”) including for the purpose of: (A)  providing the Services, (B) complying with applicable law, and (C) Focus’s  reasonable audit and data retention policies. 

6. User Account 

You may be required to successfully sign up for a user account (the “User  Account”) using the available interfaces on the Platform and be provided with  a username and password login credentials by Focus (“User ID”) in order to use  the Platform and receive any Services. If you are provided with a User ID, you will  keep your User ID secure and will not share your User ID with anyone else, and  you will not collect or harvest any personal data of any other user of Focus,  including account names or login credentials. Focus reserves the right to disable  any User Account issued to you at any time in Focus’s sole discretion. If Focus  disables access to a User Account issued to you, you may be prevented from  accessing the Platform, the Content, your account details and/or any User  Content.

You agree to provide true, current, complete and accurate information as  requested on any registration form to which the Platform may direct you, and to  update that registration information as soon as possible after any information on  such registration form changes. 

The Services may also be available for use by children at the discretion of the  Therapists or Support Staff, but the User Account and User ID, for all patients who  are minors in the province of their residence (“minors”) must be the patient’s  parent or legal guardian and who must be present at all sessions. If you register  as the parent or legal guardian on behalf of a minor, you are fully responsible for  complying with these Terms of Use. The Terms of Use set out above under  “Consent to Therapy, Use and Disclosure of Personal Information” apply to  minors who access the Platform and receive Services with necessary changes to  points of detail. Minors may only use the Platform and/or receive Services in the  presence of their parent or legal guardian. 

7. Term and Termination 

These Terms of Use will commence on the day you first use the Platform and will  continue in force until terminated by either party as described below (the  “Term”). Either party may terminate these Terms of Use as follows: (1) Focus may  terminate these Terms of Use at any time and with immediate effect by giving  notice to you, at Focus’s discretion, by email (at your current email address on  file with Focus) or through the Platform; and (2) you may terminate these Terms  of Use at any time and with immediate effect by requesting (by email or through  any then-available interfaces on the Platform) that your User Account be  deleted or deactivated, ceasing use of the Platform and uninstalling and  removing all local software components thereof from your systems. 

We are not liable to you or any other party for any termination of your User  Account or access to the Platform. Termination of your User Account will not  modify, change or void any payment obligations you may have incurred  through your use of the Platform, whether such obligations are to us, a Therapist  or a third party. 

We reserve the right (but have no obligation under these Terms of Use) to  investigate and/or take appropriate action, including legal action, in our sole  discretion against you if you violate any Terms of Use, including suspending or  terminating your User Account and/or reporting you to law enforcement  authorities. 

We have the right to fully cooperate with any law enforcement authorities or 

court order requesting or directing us to disclose the identity of anyone posting  any materials on or through the Platform. You waive and hold harmless Focus  from any claims resulting from any actions taken by Focus during or as a result of  its investigations and from any actions taken as a consequence of investigations  by either Focus or law enforcement authorities. 

8. Cancellation and Refund Policy 

By booking a session through the Platform, you agree that you will be  responsible for the full amount of any missed session fee as described in our  cancellation policy. 

We require at least twenty four (24) hours notice prior to cancelling your  appointment. You will lose the cost of an hour session every time you cancel late  or miss an appointment. 

If the Therapist is more than 15 minutes late for a session, you have the right to  request a full refund for the scheduled service. You agree that such refund will only occur if you terminate the session and that by proceeding with a late  session you agree to forego any refund. 

In the event of an emergency requiring late cancellation of a session, please  email us at support@focusmw.com with the subject “Emergency Cancellation”. 

9. Fees and Taxes 

Focus may, in its sole discretion, offer some of the Services to you for free or  charge fees in accordance with its then-current fee schedule that can be found  on the Website and is subject to change, from time to time (the “Fee  Schedule”). You or a responsible third party will pay any such applicable fees in  accordance with the Fee Schedule (the “Fees”). Unless otherwise expressly  indicated in the Fee Schedule, all Fees are quoted in Canadian dollars exclusive  of applicable sales and value added taxes and are non-refundable and  payable upon invoicing or demand from Focus. You or a responsible third party  will pay all sales and value added taxes that may be imposed in each  applicable jurisdiction and will hold and save Focus harmless in respect of any  such taxes. 

If a third party (e.g., such as an employer or supplemental health insurance  provider) has arranged with Focus to pay the fee or any portion of the fee, or if 

the fee is pursuant to some other arrangement with Focus, that fee adjustment  will be reflected in the fee that you are ultimately charged. If you have a Health  Spending Account (“HSA”) offered as a benefit by your employer, you agree to  pay all fees or charges to your HSA Account in accordance with the fees,  charges, and billing terms in effect at the time a fee or charge is due and  payable. Please check with your employer to determine if any Services will be  reimbursed other than from your HSA. Focus reserves the right to modify or  implement a new pricing structure at any time prior to billing you or a  responsible third party for your initial payment or for future payments due  pursuant to these Terms of Use. Focus may require you to provide and keep  updated during the Term the details of a current and valid credit card, debit  card, PayPal account, Apple Pay, or other payment method (“Payment  Method”) that is acceptable to Focus in its sole discretion. You hereby authorize  Focus to charge any and all Fees that become due and payable to the  Payment Method. You agree to pay such fees, charges and penalties (including  costs and expenses related to collection by Focus of overdue payments) as  Focus may from time to time set out on the Platform in respect of late or  overdue payments, or declined or unsuccessful Payment Method transactions. 

In engaging our Services you may be sent text message(s), e-mails and/or push  notifications which provide you with important and useful information regarding  our Services. You will be charged your mobile telephone network provider’s  standard rate for receiving these SMS messages and standard wireless and data  charges will apply to any e-mails or push notifications. Focus does not charge  you for this correspondence. Your mobile telephone network provider may  impose message, standard wireless and/or data charges or charge limitations  which are beyond our control and for which you will be solely responsible. 

By engaging our Services, including registering for a User Account, you agree to  receive emails and push notifications relating to our Services. If you consent  during registration, you also agree to receive text messages. 

You warrant that you are the owner of the mobile telephone to which you have  requested the SMS message(s), e-mails and push notifications should be sent to  and that you have full authority to authorize such charges and will be solely  responsible for charges, if any, to be incurred by the relevant mobile telephone  network provider. 

We are not liable for any delays or failures in your receipt of any SMS  message(s), e-mails or push notifications as delivery is subject to effective  transmission from your mobile telephone network provider and processing by  your mobile telephone device.

We reserve the right to suspend or terminate the SMS service without notice to  you. 

10.Submissions 

Other than personally identifiable information, which is covered under our Privacy  Policy, any material you post, submit, publish, display or transmit concerning the  Services and through the Platform shall be considered non-confidential and non proprietary. You represent and warrant that such material complies with these  Terms of Use, and you agree to defend, indemnify and hold harmless Focus and  its affiliates and licensors for any breach of that representation and warranty. You  acknowledge and understand that you are responsible for any such material,  and you, not Focus, have full responsibility for such content, including its legality,  reliability, accuracy and appropriateness. Focus shall have no obligations with  respect to such material. Focus and its designees shall be free to copy,  disseminate, disclose, distribute, publicly display, reproduce, use, sublicense, post,  publish, incorporate and otherwise use such material and all data, images,  sounds, text and other things embodied therein for any and all commercial or  non-commercial purposes, without compensation to you. In the event that you  provide us with any ideas, thoughts, criticisms, suggested improvements or other  feedback (collectively, “Feedback”), you agree that we may use the Feedback  to modify our Services and Platform and that you will not be due any  compensation, including without limitation any royalty related to the product or  service that incorporates your Feedback. You grant to us a worldwide, royalty free, fully paid, perpetual, irrevocable license to use, reproduce, modify,  translate, distribute, perform, display, import, sell, offer for sale, make, have made  and otherwise exploit the Feedback in any form, media or technology, whether  now known or hereafter developed, and to allow others to do the same. This is  true whether you provide the Feedback on the Website or through other methods  of communication with us, unless we have entered into a separate agreement  with you that provides otherwise. 

11.Ownership 

All Content, including, without limitation, all designs, infrastructure, graphics,  pictures, illustrations, software, artwork, video, music, sound, names, words, titles,  phrases, logos and marks displayed on the Platform are owned or licensed by  Focus and are protected by copyright, trade-mark and other intellectual property  laws.

Your use of Focus, the Platform and Services grants you no rights with respect to  our intellectual property rights (including, without limitation, copyright,  trademarks, trade names (including “Focus”, etc.), logos, graphics, photographs,  animations, videos and text or rights in and to the Focus software, applications  and the Platform) or the intellectual property of our retail or advertising partners,  other than the non-transferable, personal right to use and receive the Services in  accordance with these Terms of Use. The Content on the Platform and Services,  including the text, software, scripts, graphics, photos, sounds, music, videos and  interactive features and the trademarks, trade names, service marks and logos  contained therein (collectively, “Marks”), are owned by or licensed to Focus,  subject to copyright and other intellectual property rights under Canadian law  and international conventions. Content on the Platform and Services is provided  to you as is for your information and personal use only and may not be used,  copied, reproduced, distributed, transmitted, broadcast, displayed, sold,  licensed or otherwise exploited for any other purposes whatsoever without prior  written consent and/or payment of the applicable licence fee to the owners. 

Focus expressly reserves all rights in the Platform, the Services and all materials  provided by Focus in connection with these Terms of Use that are not specifically  and expressly granted to you. You acknowledge that all right, title and interest in  the Platform, all materials provided by Focus in connection with these Terms of  Use (including the Content), and any update, adaptation, translation,  customization or derivative work thereof, and all intellectual property rights  therein, will remain with Focus (or third party suppliers, if applicable), and that the  Platform and Services and all materials provided by Focus hereunder are  licensed, and not sold, to you. You agree not to engage in the use, copying, or  distribution of any content other than expressly permitted herein. You agree not  to circumvent, disable or otherwise interfere with security-related features of the  Platform and Services or features that prevent or restrict use or copying of any  content or enforce limitations on use of the Platform and Services or the Content  therein. 

12.Privacy Policy 

Please take time to review our current Privacy Policy, available on our website,  which contains important information about our practices in collecting, storing,  using and disclosing your personal information, and which is hereby incorporated  into and forms a part of these Terms of Use. 

13.No Unlawful or Prohibited Use

You will not, without Focus’s prior written permission, use the Platform, the Services  and/or the Content for purposes other than the Permitted Use. Without limiting the  generality of the foregoing, you will not, and will not permit anyone else to: (1)  frame, mirror or otherwise incorporate the Platform, the Services and the Content  or any part thereof on any commercial or non-commercial website; (2) access,  monitor, record or copy any part of the Platform, the Services and the Content  including, but not limited to, any sessions with Therapists, using any robot, spider,  scraper or other automated means or any manual process for any purpose  without our express written permission; (3) violate the restrictions in any robot  exclusion headers on the Platform, the Services and the Content or bypass or  circumvent other measures employed to prevent or limit access to the Platform;  (4) take any action that imposes, or may impose, in Focus’s sole and absolute  discretion, an unreasonable or disproportionately large load on the Platform; (5)  deep-link to any portion of the Platform for any purpose; (6) remove (or permit  anyone else to remove) any watermarks, labels or other legal or proprietary  notices included in the Platform, the Services and the Content; (7) modify or  attempt to modify (or permit anyone else to modify or attempt to modify) the  Platform, the Services and the Content, including any modification for the  purpose of disguising or changing any indications of the ownership or source of  the Platform, the Services and the Content; (8) use the Platform, the Services and  the Content as part of any service for sharing, lending or multi-person use, or for  the purpose of any other institution, except as specifically permitted by Focus and  only in the exact manner specified and enabled by Focus; (9) attempt to, assist,  authorise or encourage others to circumvent, disable or defeat any of the security  features or components, such as digital rights management software or  encryption, that protect the Platform, the Services and the Content; (10) copy,  reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit,  publish, license or circulate in any form any part of the Platform, the Services and  the Content; (11) create derivative works based on the Platform, the Services and  the Content, in whole or in part, or to decompile, disassemble, reverse engineer  or other exploit any part of the Platform or the Content; (12) use the Platform, the  Services and the Content in a manner that violates the rights (including to  intellectual property rights) of any third party, including by providing, uploading  or transmitting any User the Platform, the Services, the Content or Feedback that  violate such third-party rights; (13) upload to or transmit through the Platform any  User Content or Feedback that is offensive, hateful, obscene, defamatory or  violates any applicable laws, in each case as determined by Focus in its sole  discretion; (14) use any recording device or software when using the Platform, the  Services and the Content; and (15) attempt to impose any charges associated  with bandwidth or data in using the Platform, the Services and the Content onto  Focus. 

You may download, print and reproduce the Content for your own non commercial, informational purposes provided you agree to maintain any and all 

copyright or other proprietary notices contained in such Content, and to cite the  URL Source of such Content. Reproduction of multiple copies of the Content, in  whole or in part, for resale or distribution is strictly prohibited except with the prior  written permission of Focus. To obtain written consent for such reproduction,  please contact us at support@focusmw.com. 

14. Third Party Websites 

The Platform may provide links to third party websites. Focus does not endorse the  information contained on those websites or guarantee their quality, accuracy,  reliability, completeness, currency, timeliness, non-infringement, merchantability  or fitness for any purpose. The content in any linked web site is not under Focus’s  control, and if you choose to access any such web site, you do so entirely at your  own risk. By accessing and using the Platform, the Services and the Content, you  expressly release and discharge us from any and all liability arising from your use  of any third party website. 

15.Viruses 

You understand that we cannot and do not guarantee or warrant that files  available for downloading from the Internet or the Platform will be free of viruses  or other destructive code. You are responsible for implementing sufficient  procedures and checkpoints to satisfy your particular requirements for anti-virus  protection and accuracy of data input and output, and for maintaining a  means external to our site for any reconstruction of any lost data. 

We will not be liable for any loss or damage caused by a distributed denial-of service attack, virus, or other technologically harmful material that may infect  your computer equipment, mobile device, computer programs, data, or other  proprietary material due to your use of the Platform or any services obtained  through the Platform or to your downloading of any material posted on the  Platform, or any website linked to it. 

Your use of the Platform, its content and any services obtained through the  Platform is at your own risk. The Platform, its content and any services obtained  through the Platform are provided by Focus on an “as is” and “as available”  basis, without any warranties of any kind, either express or implied. Neither Focus  nor any person associated with Focus makes any warranties, guarantees or  representations with respect to the completeness, security, reliability, timeliness, 

quality, suitability, accuracy or availability of the Platform, the Services and the  Content. 

16.Communications Not Confidential or Secure 

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

You are responsible for ensuring that all persons who access Focus through your  Wi-Fi or internet connection are aware of these Terms of Use, and that they  comply with them. In the event that someone accesses the Platform, the Services  and the Content using your User Account information, we will rely on that  information and will assume that it is really you or your representative who is  accessing the Platform. You are solely responsible for any and all use of your User  Account information and all activities that arise in connection with the User  Account. Without limiting any rights which we may otherwise have, we reserve  the right to take any and all action, as deemed necessary or reasonable, to  ensure the security of our Platform and your User Account, including, without  limitation, terminating your User Account, changing your password, or requesting  additional information to authorize transactions on your User Account. You agree  to be responsible for any act or omission of any users that access the Platform, the  Services and the Content under your User Account information that, if undertaken  by you, would be deemed a violation of these Terms of Use. In no event and under  no circumstances will Focus be held liable to you for any liabilities or damages  resulting from or arising out of: (i) any action or inaction of Focus under this  provision; (ii) any compromise of the confidentiality of your User Account or  password; or (iii) any unauthorized access to your User Account or use of your  password. You may not use another’s User Account at any time, without the  permission of the User Account holder. Please contact us immediately if you  suspect or become aware of any unauthorized use of your user name, password  or User Account or any other breach of security. 

17.Disclaimer and Limitation of Liability 

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE  EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, LIABILITY OR CERTAIN 

DAMAGES OR LIMITATIONS OF REPRESENTATIONS MADE CONCERNING GOODS  OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW  EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. 

ALTHOUGH WE STRIVE TO UPDATE AND KEEP ACCURATE AS MUCH AS POSSIBLE  THE CONTENT CONTAINED ON THE PLATFORM, ERRORS AND/OR OMISSIONS MAY  OCCUR. ACCORDINGLY, THE PLATFORM AND THE CONTENT ARE PROVIDED “AS  IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. USE OF THE PLATFORM OR  THE CONTENT IS ENTIRELY AT YOUR OWN RISK.FOCUS DOES NOT MAKE ANY  REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY,  ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE  PLATFORM, THE CONTENT OR THE SERVICES (INCLUDING, FOR GREATER  CERTAINTY, ANY MENTAL HEALTH SERVICES PROVIDED BY THERAPISTS VIA THE  PLATFORM). THE PLATFORM, THE CONTENT OR THE SERVICES (INCLUDING, FOR  GREATER CERTAINTY, ANY MENTAL HEALTH SERVICES PROVIDED BY THERAPISTS  VIA THE PLATFORM) MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES,  INCLUDING, WITHOUT LIMITATION, PRICING ERRORS. FOCUS DOES NOT ASSUME  ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE  PLATFORM, THE CONTENT OR THE SERVICES (INCLUDING, FOR GREATER  CERTAINTY, ANY MENTAL HEALTH SERVICES PROVIDED BY THERAPISTS VIA THE  PLATFORM). IN ADDITION, FOCUS EXPRESSLY RESERVES THE RIGHT TO CORRECT  ANY PRICING ERRORS ON THE PLATFORM. FOCUS MAKES NO GUARANTEES  ABOUT THE AVAILABILITY OF SPECIFIC SERVICES. 

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

MENTAL HEALTH SERVICES PROVIDED BY THERAPISTS VIA THE PLATFORM). 

You acknowledge and agree that Focus is not licensed to provide treatment or  other medical services. You acknowledge and agree that Focus is not providing  any services beyond connecting you with a Therapist through the Platform and  is not providing you any medical advice or diagnosis. The Platform and/or the  Services provided through the Platform and Therapists is not a substitute for  medical advice or treatment, including face-to-face therapy. You  acknowledge and agree that the Therapists using the Platform are solely  responsible for and will have complete authority, responsibility, supervision, and  control over the provision of all therapy services, advice, instructions, treatment  decisions, and other professional mental health care services performed, and  that all other professional mental health care services will be provided and  performed exclusively by or under the supervision of Therapists, in their sole  discretion, as they deem appropriate. Any dispute between you and a Therapist  is strictly between you and such Therapist, and you agree and acknowledge  that Focus will not be accountable for any such disputes or other complaints. 

You agree that while Focus does not monitor the Platform and has no  responsibility to do so, Focus may use your IP address and contact police in  situations where it determines in its sole discretion that your use of the Platform  constitutes a significant risk of serious bodily harm to you or others. TO THE EXTENT  THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL THE TOTAL  AGGREGATE LIABILITY OF FOCUS IN CONNECTION WITH OR UNDER THESE TERMS  OF USE OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM, THE  CONTENT OR THE SERVICES (INCLUDING, FOR GREATER CERTAINTY, ANY MENTAL  HEALTH SERVICES PROVIDED BY THERAPISTS VIA THE PLATFORM), OR FOR ANY  OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF, OR INABILITY TO MAKE USE  OF, THE PLATFORM, THE CONTENT OR THE SERVICES (INCLUDING, FOR GREATER  CERTAINTY, ANY MENTAL HEALTH SERVICES PROVIDED BY THERAPISTS VIA THE  PLATFORM) EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID BY YOU SIX (6)  MONTHS IMMEDIATELY PRECEDING SUCH CLAIM. FOR GREATER CERTAINTY, THE  EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT  INCREASE THE MAXIMUM LIABILITY AMOUNT. THE LIMITATION ABOVE REFLECTS THE  ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS  SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN  THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

Focus does not represent that it is covered by any insurance. 

18.Indemnification

You covenant and agree to compensate, defend, and fully indemnify and hold  harmless Focus, its parents, subsidiaries, affiliates, any related companies, its  licensors and their respective officers, directors, employees, shareholders,  members, attorneys, contractors, agents, licensors, and suppliers from and  against any and all claims, legal proceedings, liabilities, damages, judgments,  awards, losses, costs, and expenses or fees (including reasonable attorneys’ fees  and costs), including but not limited to those arising out of or in connection with: 

1. Your violation or breach of any of these Terms of Use or your use of the  Platform, including, without limitation, any use of Content and/or Services  other than as expressly authorized in these Terms of Use or your use of any  information obtained from the Platform; Your violation of any applicable  law or the rights of a third party (including intellectual property rights); 
2. Any dispute that arises between you and any individual including, without  limitation, a Therapist; 
3. Any infringement by you in relation to your use of the Services under  applicable law in your home nation or the country, state and/or city in  which you are using, or have used, the Services or otherwise as a result of  your fraud, negligence, mischief or willful misconduct; 
4. The actions, inactions, errors, omissions, representations, warranties,  breaches or negligence of any Therapists or Support Staff or for any  personal injuries, death or other damages or expenses resulted therefrom; 
5. Indirect losses, which means loss to you which is a side effect of the main  loss or damage and where you and Focus could not have reasonably  anticipated that type of loss arising at the time of entering into these Terms  of Use; 
6. Delay, cancellation or failure that is due to events beyond Focus’s control  (e.g., a network failure, internet delays, rerouting, acts of any government  or authority, acts of nature, 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, acts of God, war, governmental actions, orders  of domestic or foreign courts or tribunals, non-performance of third parties,  weather, or road conditions and breakdowns); and 
7. If for any reason, all or any part of the Platform is unavailable at any time or  for any period. In particular, you agree to indemnify and hold harmless  Focus, its affiliates, members, officers, employees, agents, sponsors, and  licensors for any injury, including but not limited to bodily harm or death, to  you or any third party that may result, directly or indirectly, from the use of  or reliance on any Content, the Platform or the Services (including, for  greater certainty, any services provided by Therapists via the Platform). 

You further agree not to settle any such matter without Focus’s prior written  consent.

19.Release 

You hereby release Focus, its officers, employees, shareholders, agents and  successors from any and all claims, demands, losses, damages, rights, claims, and  actions of any kind including, without limitation, personal injuries, death, and  property damage, that is either directly or indirectly related to or arises from any  interactions with or conduct of any Focus users, Therapists, or third-party websites. 

20.Geographic Application of the Platform 

Not all of the products and services described on the Platform are available in all  jurisdictions. Furthermore, nothing on the Platform constitutes an offer or  solicitation to buy or sell any product or service to anyone in any jurisdiction in  which such an offer or solicitation is prohibited by law. Specifically, you  acknowledge and agree that the products, services and/or material described  on the Platform or the Services available through the Platform, are not  appropriate or available for use in locations outside Canada, and may not  function in all locations within Canada. 

21.Governing Law and Jurisdiction 

You hereby agree that (a) all aspects of the relationship between you and Focus  (as well as its agents, delegates, employees, and any Therapists or Support Staff),  including without limitation any Services provided to you, and (b) the resolution  of any and all disputes arising from or in connection with that relationship,  including any disputes arising under or in connection with these Terms of Use, shall  be governed by and construed in accordance with the laws of the Province of  Ontario (other than conflict of laws rules) and the federal laws of Canada  applicable therein, without regard to the choice or conflicts of law rules. Any  disputes, actions, claims or causes of action arising out of or in connection with  this Agreement or the Services shall be subject to the exclusive jurisdiction of the  provincial and federal courts located in the Province of Ontario with the  exception that Focus may seek relief in any court of competent jurisdiction to  protect or enforce its intellectual property and proprietary rights. You irrevocably  consent to the jurisdiction of and venue in such courts (and of the appropriate  appellate courts therefrom) and irrevocably waive, to the fullest extent permitted  by law, any objection that you may have now or hereafter as to an inconvenient 

forum. 

These laws apply to your access to or use of the Platform, the Content and the  Services, notwithstanding your domicile, residency or physical location. The  Platform, the Content and the Services are intended for use only in jurisdictions  where they may be lawfully offered for use. These Terms of Use shall not be  governed by the United Nations Convention on Contracts for the International  Sale of Goods, which is expressly excluded and you also expressly agree to  exclude the applicability of the Uniform Computer Information Transactions Act.  You agree that you will only sue us as an individual. You agree that you will not  file a class action, or participate in a class action. 

22.General 

These Terms of Use (including the Privacy Policy incorporated by reference  herein) constitute the entire agreement between Focus and you pertaining to  the subject matter hereof and supersede all prior or contemporaneous  communications and proposals, whether electronic, oral or written, between  you and Focus with respect to the Platform, the Services and the Content. A  printed version of these Terms of Use and of any notice given in electronic form  will be admissible in judicial or administrative proceedings based upon or  relating to these Terms of Use to the same extent and subject to the same  conditions as other business documents and records originally generated and  maintained in printed form. 

Focus may wish to transfer our rights or obligations or sub-contract our  obligations under these Terms of Use to another legal entity. You agree that we  may do so provided that this will not adversely affect the standard or service  you receive under these Terms of Use. As set out in Section 7 of these Terms of  Use, you may terminate your agreement with us at any time. These Terms of Use  are personal to you. You may not transfer your rights or obligations under these  Terms of Use to anyone else. 

If you breach these Terms of Use and we take no action against you, we will still  be entitled to use our rights and remedies in any situation where you breach  these Terms of Use. The failure of Focus to enforce any right or provision in these  Terms of Use shall not constitute a waiver of such right or provision. 

You acknowledge that we have the right hereunder to seek an injunction, if  necessary, to stop or prevent a breach of your obligations hereunder. 

If any of the provisions contained in these Terms of Use are determined to be 

void, invalid or otherwise unenforceable by a court of competent jurisdiction,  such determination will not affect the remaining provisions contained herein. 

Headings are inserted for convenience of reference only and will not affect the  construction or interpretation of these Terms of Use. The word “including” or  “includes” means “including (or includes) without limitation”. 

These Terms of Use are not intended to give rights to anyone except you and us. 

We are constantly looking for ways to improve and expand the Services. We  may, in our sole discretion, amend or modify these Terms of Use from time to  time. It is your responsibility to check these 

Terms of Use, as they are binding on you. Your continued use of the Platform  following the posting of changes to these Terms of Use constitutes acceptance  of any changes. You can terminate at any time as set out above. 

No joint venture, partnership, employment or agency relationship exists between  you, the Company or any third party provider as a result of this Agreement or  use of the Services. 

You agree that it is the express wish of the parties that these Terms of Use and all  related documents be drawn up in English. Vous êtes d’accord que c’est la  volonté expresse des parties que la présente convention ainsi que les  documents qui s’y rattachent soient rédigés en anglais.