Provider Terms of Service

FollowUp Solutions is a subscription-based technology platform that helps individuals find and meet with wellness professionals across eight dimensions — emotional/mental, physical, financial, social, spiritual, cognitive/intellectual, environmental, and vocational/professional health. Users create a free account, search for providers, and book secure video and in-person sessions.

Providers pay a monthly or annual subscription to appear on the Platform and access built-in practice-management tools, including the functionality to:

• Enter new client information
• Store client files and session notes
• Schedule and manage appointments
• Market their practices on the Platform
• Use administrative tools to support their practice on the Platform

Session fees are set and collected by Providers. FollowUp Solutions does not bill Users or deduct a commission. Unless otherwise indicated on the Platform, the Services are only offered to users located in Ontario, Canada.

For the purpose of these Terms, the following further definitions apply:

You act as an independent contractor. Nothing in these Terms creates an employer-employee, partnership, or agency relationship. You alone control how you provide services and you are responsible for all taxes, insurance, and licences that apply to your practice. You may not represent yourself as an agent of FollowUp Solutions or bind FollowUp Solutions to any obligations.

To appear on the Platform and use the Services you must:

• Be legally allowed to offer the services you list
• Hold and maintain any licence or certification required for those services
• Remain in good standing with your regulator, if applicable
• Promptly update your profile if any of this changes
• Pass any background or credential checks we reasonably require

You must maintain appropriate insurance coverage for your practice and services provided through the Platform. FollowUp Solutions does not provide insurance for health care or counselling services. You are responsible for confirming with your insurer that you are covered for all potential liabilities.

Requesting a Session

Users may request Support Services from any Provider whose profile appears on the Platform. If you receive a session request, you may accept or decline at your discretion.

Coordinated Care

A User may invite you into their 'Circle of Care.' When they do, the User allows you and the other invited providers to share notes through the Platform. The User may add or remove providers at any time.

Professional Responsibility

You — not FollowUp Solutions — are professionally and legally responsible for all advice and services you give. If you are a health information custodian under Ontario's PHIPA, or are otherwise subject to applicable provincial, territorial, or federal privacy legislation, you are responsible for protecting any Personal Health Information you collect or create.

Each Provider must maintain an active, paid subscription to access the Services and to appear on the Platform, subject to the following terms:

1. Fee structure and billing cycle: The Subscription Fee is charged in Canadian dollars at the cadence (monthly or annually) that you select when you enroll. The current rates are displayed on the Platform and form part of these Terms.
2. Automatic renewal: Your subscription renews automatically at the end of each billing cycle unless you cancel through your Account settings at least 72 hours before the renewal date. By keeping your Account active after the renewal date, you authorize FollowUp Solutions' payment processor to charge the Subscription Fee for the next cycle.
3. Payment processing: All Subscription Fees are collected by Stripe, our third-party payment processor. You must keep a valid credit card or other accepted payment method on file and promptly update it if it changes. FollowUp Solutions is not responsible for errors, delays, holds, chargebacks, or other actions taken by Stripe.
4. Taxes: Subscription Fees are exclusive of applicable sales, value-added, use, or other taxes. If FollowUp Solutions is required to collect Taxes, they will be added to your invoice. You are responsible for any other Taxes that apply to your practice.
5. Fee changes: If we change our subscription price, we will email you and post it in your account at least 30 days before the new price starts. Continued use of the Services after the effective date constitutes acceptance of the new fee.
6. Late or failed payments: If your payment method is declined or your account becomes past due, we may suspend or limit your access to the Platform until all outstanding amounts are paid.
7. No refunds: Except as required by law, Subscription Fees (including any partial-period charges) are non-refundable, even if you cancel or we suspend your account before the end of a billing cycle.
8. Effect of cancellation or termination: Cancelling your subscription ends your right to access the FollowUp Services and Platform at the close of the then-current billing period.
9. Your fees: You keep 100% of any client session fees you collect through Stripe. Stripe applies a standard processing fee of 9% + $0.30 per successful transaction. This fee is charged by Stripe and not by FollowUp.

To facilitate the collection of session fees and other payments from Users, FollowUp Solutions partners with Stripe. As a condition of appearing on the Platform and accessing certain Services, Providers are required to create and maintain an active Stripe account in good standing.

While FollowUp Solutions encourages Providers to use their Stripe account to bill Users for all Support Services rendered through the Platform, the use of Stripe for such billing is not mandatory. Providers retain discretion to arrange and process payments for their services through other lawful means, provided that all such arrangements comply with these Terms, applicable law, and any relevant professional or regulatory requirements.

Providers are solely responsible for ensuring that any alternative payment arrangements do not violate the Platform's policies. All Subscription Fees owed to FollowUp Solutions must be paid through Stripe, and Providers must keep a valid payment method on file at all times.

No Solicitation

During the term of your subscription and for a period of six (6) months following its termination or expiration, you shall not, directly or indirectly, solicit, induce, entice, or encourage any User whom you first met or engaged through the Platform to discontinue, reduce, or divert their use of the Platform, nor shall you promote, market, or recommend any competing service or platform to such User. This restriction does not apply to Users with whom you had a bona-fide provider-client relationship established fully outside and independently of the Platform prior to your subscription.

No Off-Platform Migration / Circumvention

You further agree that you will not use the Platform or any information obtained through the Platform to arrange, accept, provide, or receive Support Services, consultations, or payments for those services outside the Platform, or otherwise seek to avoid or reduce the Subscription Fees or other amounts payable to FollowUp Solutions. Circumvention includes, without limitation:

• Scheduling follow-up sessions off-Platform after an initial on-Platform introduction
• Collecting or arranging for payment from a User outside the Platform's designated payment processor
• Directing a User to any other communication or payment channel for the purpose of receiving Support Services

To use the Services and Platform, you must complete an online registration form and create an Account. To create an Account, you must have the legal capacity to enter into a binding contract. During registration, you must provide accurate and current information, including your name, billing address, email, and payment details. You agree to keep this information updated and not submit irrelevant data.

FollowUp Solutions may reject any registration at its discretion. By registering, you consent to receive notices and maintain records electronically. You are responsible for compliance with these requirements.

If you cancel a confirmed session less than 24 hours before the start time (except for emergencies), the User may request a full refund. Repeated late cancellations may lead to account review or suspension.

Session fees are set by Providers. This policy does not override the 'no refund' rules for Provider Subscription Fees.

As a condition of your continued use of the Platform and Services, you agree to abide by all applicable laws and agree not to:

• Share your Account or allow others to use it
• Resell, sublicense, lease, or distribute the Services or Platform to anyone else
• Reverse engineer, decompile, disassemble, or attempt to access the source code of the Platform or Services
• Use the Services to harass, threaten, stalk, intimidate, or harm anyone
• Upload, post, or transmit any content that is illegal, fraudulent, misleading, defamatory, obscene, offensive, violent, or promotes discrimination, hatred, or harm
• Infringe on anyone's intellectual property, privacy, or other rights
• Upload, post, email or transmit any Provider Content without lawful rights, including content violating confidentiality or fiduciary obligations
• Use the Services to send spam, chain letters, or unsolicited advertising
• Impersonate another person or misrepresent your identity
• Include false or inaccurate information in your Profile
• Collect or store Users' Personal Information without their express permission
• Interfere with, disrupt, or overload the Platform or Services, including by uploading viruses or malicious software
• Attempt to bypass security features or access accounts or data that do not belong to you
• Systematically collect or scrape data from the Platform, whether manually or using automated tools like bots or crawlers
• Use the Services or Platform to build a competing product or service
• Use the Platform to compete with FollowUp Solutions, including misrepresenting identity or soliciting or recruiting Providers

Provider Content

You are solely responsible for your own Provider Content submitted or published on the Platform through providing Support Services. You affirm that you have all necessary rights or permissions for this content. By providing Provider Content, you grant FollowUp Solutions a non-exclusive licence to host, display, and use your content solely to operate, market, and improve the Platform. We will never sell your session notes or client data.

Feedback

Any ideas, suggestions, commentary or feedback you provide to FollowUp Solutions regarding the Platform or Services can be used by FollowUp Solutions freely and for any purpose.

Monitoring

FollowUp Solutions may review, monitor, and/or remove any Content at its discretion without notice.

Licence to You

FollowUp Solutions grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use and access the Platform and the FollowUp Solutions Content to provide the Support Services, and not for resale or further distribution.

Ownership

FollowUp Solutions and its licensors own all rights to the Platform, FollowUp Solutions Content, and Services (the "FollowUp Solutions Intellectual Property"). You may not use our trademarks or content except as permitted by these Terms. Your User Content is, as between you and FollowUp Solutions, your property.

Restrictions

Unless this Agreement or applicable law specifically allows it, you must not—and must not allow anyone else to—do any of the following with FollowUp Solutions Intellectual Property:

• Reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works from any part of FollowUp Solutions Intellectual Property
• Rent, lease, or sublicense access to FollowUp Solutions Intellectual Property
• Circumvent or disable any security or technological features that protect FollowUp Solutions Intellectual Property
• Remove, alter, or obscure any proprietary notices, including copyright or trademark notices

Users may submit Personal Information, including Personal Health Information, on the Platform for Providers' access. All User files and session notes stored through the Services are hosted on servers located in Canada.

• Regulated Providers: You are the health information custodian for Personal Health Information you collect and are responsible for any Personal Health Information you collect or retain on the Platform. You must store, access, and retain those records in compliance with PHIPA, any other applicable provincial, territorial, or federal privacy legislation, and your college's standards. FollowUp Solutions acts solely as your information-management service provider in respect of such records.
• Non-regulated Providers: Treat all personal information as confidential and follow these Terms and our Privacy Policy.

FollowUp Solutions will not disclose Personal Information, including Personal Health Information, to third parties except as outlined in the Privacy Policy.

By using the Platform and the Services, you agree to:

• Create an online profile
• Use the Services according to all applicable laws and standards
• Maintain confidentiality of Personal Information as per these Terms and Privacy Policy
• Follow all current and future FollowUp Solutions policies for Providers

You agree to indemnify and hold harmless FollowUp Solutions, its parents, affiliates, officers, licensors, agents, contractors and employees, from all claims and expenses (including legal fees) arising from:

• Your breach of these Terms
• Provision of Support Services
• Violations of professional regulations
• Any disputes with Users or regulatory bodies
• Infringement related to your use of the Platform
• Bodily injury or property damage due to your actions
• Any fraud or misconduct by you

You will not settle any such matter without FollowUp Solutions' prior written consent.

You are solely responsible for your Support Services and Provider Content. The Services and Platform are provided "as is" without warranties of any kind. Use is at your own risk. To the maximum extent permitted by law, FollowUp Solutions disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. Without limiting the foregoing, neither FollowUp Solutions nor its subsidiaries or licensors warrant that:

• The FollowUp Solutions Content is accurate, error-free, reliable, or correct
• The Services or Platform will meet your requirements
• The Services or Platform will be available at any particular time or location, uninterrupted or secure
• Any defects or errors will be corrected

To the maximum extent permitted by law, FollowUp Solutions will not be liable for any of the following arising out of or in connection with these Terms:

• Special, exemplary, punitive, indirect, incidental or consequential damages
• Loss of savings, profit, data, use, or goodwill (whether direct or indirect)
• Business interruption
• Costs for the procurement of substitute products
• Personal injury or death
• Personal or property damage

These limitations apply to all causes of action whether in contract, tort (including negligence), fundamental breach, strict liability or any other legal or equitable theory — even if FollowUp Solutions has been advised of the possibility of the damages.

Right to Terminate or Suspend

FollowUp Solutions may, at its sole discretion and without liability, (i) reject any application to use the Services, (ii) suspend or restrict your access to some or all of the Services, or (iii) terminate this Agreement and close your Account immediately if you breach these Terms, fail to pay any Subscription Fees when due, engage in conduct that jeopardizes the security or integrity of the Platform, or that in our reasonable opinion may harm Users, other Providers, or FollowUp Solutions. We may also suspend or terminate the Services, in whole or in part, upon thirty (30) days' prior written notice for any business reason. You may terminate this Agreement at any time by cancelling your subscription in your Account settings.

Outstanding Obligations

Termination or suspension does not relieve you of any obligation to pay Subscription Fees, transaction fees, or other amounts accrued prior to the effective date of termination. All amounts owed become immediately due and payable upon termination.

Return of Provider Content

Upon written request received within thirty (30) days after the effective date of termination and provided your Account is in good standing, FollowUp Solutions will deliver a copy of your then-current Provider Content in a structured, commonly used, and machine-readable format (such as CSV, JSON, or PDF) by secure electronic transfer.

Deletion of Provider Content

Except to the extent that FollowUp Solutions is legally required to retain records, FollowUp Solutions will permanently delete or irreversibly anonymize all Provider Content remaining on the Platform sixty (60) days after the expiration of the Request Period or completion of the data transfer, whichever is earlier. After deletion or anonymization, Provider Content cannot be recovered.

Survival

Any provision of these Terms that by its nature should survive termination (including sections relating to payment, confidentiality, privacy, intellectual-property ownership, indemnification, limitation of liability, and dispute resolution) will remain in full force and effect notwithstanding termination, cancellation, or expiration of this Agreement.

These Terms are governed by Ontario law. Any dispute will be heard in the courts of Toronto, Ontario.

Waiver of Class Actions

You waive any right to participate in class actions related to these Terms.

Force Majeure

FollowUp Solutions will not be liable for failures or delays in performing its obligations due to any events beyond FollowUp Solutions' reasonable control, such as strikes, riots, insurrection, terrorism, fires, natural disasters, acts of God, war, or governmental action.

Updates & Amendments

We may update these Terms by emailing you or posting a notice 30 days before the change takes effect. If you keep using the Platform after that date, you accept the updated Terms.

Assignment

FollowUp Solutions may assign these Terms in whole or in part at any time without your consent. You may not assign your rights or obligations under these Terms.

Severability

If any part of these Terms is invalid, the rest remains in effect.

Entire Agreement

These Terms (including our Privacy Policy) are the complete agreement between you and FollowUp Solutions and replace any previous agreements. Any changes must be in writing and signed by FollowUp Solutions.

Interpretation and Language

Headings are for convenience only. "Including" means "including without limitation." Both you and FollowUp Solutions agree that these Terms and all related documents be in English.