Membership Agreement

THIS AGREEMENT is made between TORONTO PSYCHOTHERAPY GROUP INC. hereinafter referred to as “TPG” and Member, collectively known as the “Parties”.

WHEREAS

1. TORONTO PSYCHOTHERAPY GROUP INC. hosts an online community and platform for psychotherapists to market and advertise psychotherapy services.
2. THE member wishes to join the TORONTO PSYCHOTHERAPY GROUP INC. and TORONTO PSYCHOTHERAPY GROUP INC.  agrees to provide the Member with the Services and benefits contained herein.

THEREFORE the parties hereby agree to the following terms:

1. Description of Services. TPG agrees to provide and host an online community for connecting the Member with other psychotherapists and a platform for the purposes of advertising and promoting the psychotherapy services offered by the Member to potential clients, and for educating the public about psychotherapy (the “TPG Platform”).
   1. Use of Services. The Member agrees to solicit and acquire clients via their listing with Toronto Psychotherapy Group solely for the purpose of providing psychotherapy for their own specific practice. The member agrees to refrain from procuring clients with the aim of referral colleagues, interns, students, and other service providers.
   2. Member Responsibilities. The Member agrees to (a) supply TPG with all information, data, and documents necessary to perform the obligations agreed to under this Agreement within a reasonable time; (b) consent to having his/her/their name, contact information, photograph, and profile featured on the TPG Platform; (c) pay the Fees outlined in membership communications and/or as presented on torontopsychotherapygroup.com; (d)adhere to profile guidance described in membership communications and/or as presented on torontopsychotherapygroup.com; and (e) comply with all federal and provincial applicable laws and regulations, including the Code of Ethics for Registered Psychotherapists in Ontario.
2. Nature of Relationship. TPG is an independent contractor and nothing in this Agreement shall be construed as a partnership, joint venture, or employer-employee relationship.
3. Authorization to Provide Psychotherapy; Licensing and Insurance. The Member acknowledges and agrees that access to the TPG Platform requires the Member to have ongoing authorization to perform the Controlled Act of Psychotherapy. The member must (a) Hold the title of Registered Psychotherapist, be licensed and qualified to practice psychotherapy, and in good standing with College of Registered Psychotherapists of Ontario (CRPO); (b) Hold the title of Registered Psychotherapist (Qualifying) and be in the process of satisfying requirements for transfer to the RP category; (c) Be a current member in good standing of a regulatory body that governs the practice of psychotherapy in Ontario; or (d) Be a member in good standing of another board/association, who is entitled to practice psychotherapy in Ontario and who is compliant with the regulations of the College of Registered Psychotherapists of Ontario. The Member shall notify TPG promptly if Member ceases to be authorized to perform the Controlled Act of Psychotherapy in Ontario.

The Member also agrees and acknowledges that he/she/they must hold valid professional liability insurance, the evidence of which should be provided to TPG upon request. The Member understands and accepts that non-compliance with any of the above requirements may prevent TPG from providing the obligations named here.

4. Membership Fees. The Member agrees to pay to TPG the Membership Fees and to fulfil all other requirements in membership communications and/or as presented on torontopsychotherapygroup.com.
5. Member Photographs. The Member understands and agrees to schedule and attend a photo shoot with our Toronto-based portrait photographer, Helen Tansey. The resulting images will be sent directly to the Member, and remain the property of the Member.
6. No Refunds. The Member understands and agrees that the membership fees are not refundable except as specifically provided for under this Agreement.
7. TPG Responsibilities. TPG retains the right in its sole discretion to (a) pro-rate membership and/or membership fees; (b) pause membership due to serious illness or injury which leaves the Member temporarily unable to practice. The Member acknowledges and agrees that TPG may request proof of serious illness or injury.
8. Prohibited Behaviour. The Member understands and agrees that the use of unprofessional, abusive and/or intimidating language or actions is strictly prohibited on the TPG Platform and in any other settings or forums. The Member further agrees not to do anything that might reasonably be considered to injure, tarnish, damage or otherwise negatively affect the TPG community and/or the reputation and goodwill associated with the TPG Platform. TPG may, in its sole discretion, immediately suspend or terminate a Member’s listing on the TPG Platform if it becomes aware of any such behaviour on the part of the Member.
9. Confidentiality. The Member acknowledges that during the course of its relationship with TPG, the Member may be given access to or may become acquainted with information of a confidential nature that relates to TPG’s operations. In recognition of the foregoing and in addition to any other requirements of confidentiality under applicable Law, the Member hereby agrees not to disclose or use any such information without the express written consent of TPG.
10. Intellectual Property
    1. Licence of Content. The Member agrees to provide TPG with their name, image, practice description, and any other associated content (such as a logo) for use on the TPG Platform, including its website and promotional materials (the “Member Content”). The Member represents and warrants that Member has all necessary licences, consents and authorizations to permit TPG to display the Member Content on the TPG Platform, and hereby grants a non-exclusive, royalty-free, world-wide licence to TPG to use the Member Content for the purpose of operating the TPG Platform.
    2. Content Ownership. TPG is and shall be the sole owner and holder of all right, title and interest of all copyright, service marks and trademark rights and interests in and to the website, software, image management (including editing and digitization), image management information and other systems, forms, contracts, and policy manuals relating to the TPG Platform.
11. Non–Interference with Business. The Member shall not, during the Period of this Agreement and for a period of two years thereafter, contact or solicit any designated members of TPG to join another platform providing the same or similar services.
12. Term and Termination
    1. The Term of this Agreement shall be one year, unless otherwise agreed in writing by Parties.
    2. Any termination or expiration of this Agreement, regardless of how such termination or expiration may occur, shall not operate to terminate any other terms of this Agreement.  
    3. This Agreement may be terminated:
       1. by TPG without cause on one week’s written notice by email to the Member, provided that in such instances TPG shall return the pro-rated portion of any Membership Fees already paid to TPG for the annual membership;
       2. by TPG immediately in the event that the Member has materially breached the Agreement;
       3. by TPG immediately if for any reason as determined by a regulatory or professional authority the Member’s licence to practice has been suspended or revoked, or the Member otherwise does not have authorization to perform the Controlled Act of Psychotherapy in Ontario.
13. Representations and Warranties, Covenants and Remedies
    1. Representations. The Member will comply with all laws and regulations applicable to the performance of the Controlled Act of Psychotherapy and to the performance of the Member’s obligations under this Agreement.
    2. The Member understands and accepts that non-compliance with any of the terms of this Agreement may prevent TPG from fulfilling its obligations named here.

General Provisions

14. Disclaimer. TPG is not a party to the relationship with the Member and its clients.  TPG is not a healthcare service provider or agency whatsoever. Further, the TPG Platform may provide psycho-education resources such as articles, references, workshops, videos and more.
15. Non-Disparagement. The Member shall not, at any time during the Term and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage TPG, its directors or any of its subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or reputations.
16. Indemnification. The Member will defend, indemnify and hold harmless TPG, its officers, directors, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including lawyer’s fees and court costs) which result from a breach or alleged breach of any representation or warranty of the Member (a “Claim”) in this Agreement or any alleged misconduct or negligence by the Member or any of its sub-contractors, or agents in performing services under this Agreement. From the date of written notice from TPG to the Member of any such Claim, TPG shall have the right to withhold from any payments due to the Member under this Agreement, the amount of any defence costs, plus additional reasonable amounts as security for the Member’s obligations under this section.
17. No Representations, Warranties or Conditions. Except as expressly provided here, TPG makes no warranty, condition or representation, either express or implied, regarding the TPG Platform. The Member’s use of the TPG Platform is at the Member’s sole risk. TPG makes no guarantee that the TPG Platform will be error-free or continuously available, or that the TPG Platform will be free of viruses or other harmful components.
18. Limitation of Liability. TPG is not responsible for any indirect, incidental, consequential, special, exemplary or punitive damages or losses or lost profits relating to the use of the TPG Platform, whether based on negligence or otherwise. This allocation of risk is reflected in TPG’s prices to Members. TPG’s total liability to the Member, regardless of the cause, will in no event exceed the amounts that the Member has paid to TPG for the services that the Member received during the six (6) month period immediately prior to the specific event that gave rise to the applicable damage or loss.
19. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes and replaces all prior agreements, if any, written or oral, between the Parties. If any provision is declared by a competent authority to be invalid, that provision will be deleted or modified to the extent necessary, and the rest of this Agreement will remain enforceable.
20. Waiver and Amendment. No amendment or waiver of this Agreement shall be binding or constitute a continuing waiver unless executed in writing by the party to be bound thereby.
21. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada. The Member hereby expressly consents to the personal jurisdiction and venue in the provincial and federal courts for the city of Toronto arising from or related to this Agreement.
22. Counterparts. This Agreement may be signed electronically in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.
23. Independent Legal Advice.  The Member acknowledges that they have been advised to obtain independent legal advice with respect to entering into this Agreement, have had sufficient opportunity to obtain such independent legal advice, and are entering into this Agreement with full knowledge of its contents, of their own free will, and with full capacity and authority to do so.