User Agreement


CLIENT USER AGREEMENT - TERMS AND CONDITIONS
    1. Acceptance of Terms of Client User Agreement.
      • Electronic Agreement. This Agreement is an electronic contract that sets out the legally binding terms of your use of the Counsellor Exchange, Inc. website (the “Site”) and your registration for purposes of using our services for communicating with on-line counsellor members registered with the Site. Our services are as set out in this Agreement and as may be posted on the Site from time to time (the “Services”). This Agreement may be modified by Counsellor Exchange from time to time, such modifications to be effective immediately upon posting of the revised Agreement on the Site. As such, you should revisit this page from time to time as you are subject to the most current version of this Agreement posted on the Site. This Agreement incorporates by reference Counsellor Exchange’s Privacy Policy, and General Terms and Conditions of Use of the Site and any notices regarding the Site. By accessing and registering with the Site and becoming a member as a client (a “Client Member”), you confirm that you have read this Agreement, our Privacy Policy and our General Terms and Conditions of Use of the Site, and that you agree to be bound by all of the terms, conditions and notices contained or referenced herein or therein.
      • Electronic Form. By becoming a Client Member, you consent to have this Agreement provided to you only in electronic form. Please print a copy of this Agreement for your records as future changes in hardware or software requirements may create a material risk that you will not be able to continue to access and/or retain this electronic Agreement.
      • Acceptance. The Site is offered to you conditional upon your acceptance without modification of the terms, conditions, agreements and notices contained herein. Your use of the Site constitutes your agreement to all such terms, conditions, agreements and notices.

      Your Membership with the Site (“your membership”) is void where prohibited. By using the Site, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement, and agree that this Agreement is legally binding and enforceable in accordance with its terms.

    2. Eligibility.

      To register as a Client Member, you must be of an age in the jurisdiction in which you reside to provide informed consent to counselling or have the consent of a parent or guardian.

    3. Membership Pricing.

      You may become a Client Member at no charge. As a Client Member you will have the ability to browse all features and services available within the Services, including viewing of Counsellor profiles and participating in the Exchange Service (as described later in this Agreement).

    4. Term and Termination.

      This Agreement will remain in full force and effect while you use the Site and are a Client Member. You may terminate your membership at any time and for any reason by contacting our Customer Support Team on line, Contact Us. Termination of your membership by you shall be effective within a reasonable time after we receive your notice to terminate described above.

      Use of the Site is with the permission of Counsellor Exchange and we reserve the right to suspend or revoke your membership at any time, for any reason, in our sole, absolute and unfettered discretion. Counsellor Exchange is not required to provide you notice prior to terminating your membership. Counsellor Exchange is not required, and may be prohibited, from disclosing a reason for the termination of your membership. Counsellor Exchange may, but is not required to, send you notice of suspension or termination of your membership by sending notice to you at the email address you provide in your application for membership, or such other email address as you may later provide to us. Termination of your membership will not affect the legal validity or enforceability of this Agreement prior to the effective date of your termination, or any obligations under this Agreement the provisions of which by their nature or terms may survive the termination of this Agreement.

      Upon suspension or termination of your membership, your username and password shall be immediately terminated. We will re-issue you a username and password after you successfully re-register as a Client Member.

    5. Intended Use of the Site and Exchanges.

      The Site has been created to provide a forum for establishing a connection between you as a Client Member with an online practice of qualified mental and emotional health counsellors. All counsellors working on the Site are screened before they are permitted to register as a counsellor member (“Counsellor Member”). Counsellor Exchange provides secure, encrypted information storage services for Client Member and Counsellor Member files. We also provide qualified representatives from our Customer Support Team to assist with technical support, and with administrative and Site use issues.

      As a Client Member, you are able to browse through Counsellor Member profiles, filtering by categories, competencies and availability. You may select the Counsellor Member(s) you wish to use for your individual needs. The communications that occur between a Counsellor Member and you will be through the Site “Exchange” medium (the “Exchange Service”).

      In order to obtain a Counsellor Member’s services,:

      1. You initiate contact with your selected Counsellor Member via the Message Centre in the Exchange Service to introduce your issue so that both of you can assess whether to establish a professional relationship.
      2. Once you and a Client Counsellor agree to establish a professional relationship, you will initiate a formal communication for reply by posting an Exchange to your selected Counsellor Member through the Exchange Service. Each such formal communication exchange qualifies as an Exchange. A brief information message or a request posted in “Messages” as between you and the Counsellor Member will not qualify as an Exchange.
      3. The Counsellor Member is required to respond to you with an Exchange within two (2) business days (a business day being Monday through Friday except for national or local holidays in the country in which the Counsellor Member resides). An email notification will be sent to your email address in your “My Account” to notify you when an Exchange response has been sent by a Counsellor Member. In the event that you do not receive a response within the time required, you should contact our Customer Support Team immediately.

      As a condition of your use of the Site, you agree that you will not use the Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices posted by us. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other person’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

      Exchanges with Counsellor Members may not be used in connection with any commercial endeavors except as permitted by Counsellor Exchange. Illegal and/or unauthorized uses of the Site and Exchanges may be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress.

    6. Payment for Exchange Service.
      • Billing and Payment for Exchange Service.
        • For every Exchange that you make through the Exchange Service to a Counsellor Member, your credit card or debit card will be debited the fee specified for that Counsellor Member. A billable Exchange incorporates your initial formal communication to a Counsellor Member and the Counsellor Member’s formal response to. You acknowledge and understand that you may choose any Counsellor Member or multiple Counsellor Members for Exchanges at any time, and that the rates and applicable taxes of each Counsellor Member for an Exchange will vary. It is your responsibility to review the rates of the Counsellor Member(s) with whom you are engaged in the Exchange Service.
        • You authorize Counsellor Exchange to automatically invoice you for use of the Exchange Service through an online account (your “Billing Account”). The Billing Account is managed and operated by Beanstream Internet Commerce, a third party, PCI-compliant, Canadian-based merchant account provider which facilitates secure electronic transactions. You may view Beanstream’s privacy policy at http://www.beanstream.com/public/privacy.asp.
        • We do not store your credit card, debit card or other financial information. As such, we disclaim any responsibility or liability for any unauthorized use or disclosure of your financial information.
        • You agree to pay Counsellor Exchange the fee agreed upon (plus any applicable taxes) for any use of the Exchange Service by you using your Billing Account, You authorize Beanstream to charge your chosen payment provider (your “Payment Method”) for such payment. You agree to make payment using that selected Payment Method. Counsellor Exchange has the right to correct any billing errors. This Section 6 includes any agreements you made with Counsellor Exchange on the Site when becoming a Client Member or subscribing to the Exchange Service.
        • The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card or debit card issuer or other provider of your chosen Payment Method.
      • Refund Policy. In the event that we determine, in our sole discretion, that you are entitled to a refund, we will arrange to credit your Billing Account by said amount to be used by you within a period of 12 months for Exchange Service.
    7. Account Security.

      You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Counsellor Exchange of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session.

      Counsellor Exchange is not liable for any loss or damage arising from your failure to comply with this provision. Use caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

      If you share your computer with others, you may wish to consider disabling your auto-sign in feature.

    8. Your Interactions with Counsellor Members.
      • YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH COUNSELLOR MEMBERS. WHILE COUNSELLOR EXCHANGE UNDERTAKES REASONABLE EFFORTS TO SCREEN AND VERIFY THE QUALIFICATIONS OF COUNSELLOR MEMBERS, COUNSELLOR EXCHANGE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPLETENESS, ACCURACY OR RELIABILITY OF THE INFORMATION LISTED ON COUNSELLOR MEMBER PROFILES, OR WITH RESPECT TO COUNSELLOR MEMBER BACKGROUND, QUALIFICATIONS OR EXPERTISE. WE DO NOT REPRESENT OR WARRANT THAT THE COUNSELLOR MEMBERS ARE LICENCED AND QUALIFIED PROFESSIONALS.
      • COUNSELLOR EXCHANGE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF COUNSELLOR MEMBERS.
      • COUNSELLOR EXCHANGE MAKES NO GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING THE CONTENT OR OUTCOME OF YOUR EXCHANGES WITH COUNSELLOR MEMBERS. NO CLAIM TO CURE, TREAT, RESOLVE, DIAGNOSE OR OTHERWISE PROVIDE MENTAL, EMOTIONAL AND/OR BEHAVIORAL HEALTHCARE IS GUARANTEED, PROMISED OR IMPLIED BY THE SITE. THE SITE DOES NOT PROVIDE MEDICAL ADVICE.
      • YOU SHOULD NOT PROVIDE YOUR FINANCIAL INFORMATION (FOR EXAMPLE, YOUR CREDIT CARD OR BANK ACCOUNT INFORMATION) TO COUNSELLOR MEMBERS.
      • WHILE YOU ARE A CLIENT MEMBER, AND AT ANY TIME AFTER THE SUSPENSION OR TERMINATION OF YOUR MEMBERSHIP, YOU ARE NOT PERMITTED TO CONTACT A COUNSELLOR MEMBER OR FORMER COUNSELLOR MEMBER OUTSIDE OF THE SITE EXCEPT WITH THE EXPRESS WRITTEN CONSENT OF COUNSELLOR EXCHANGE. ALL COMMUNICATIONS WITH A COUNSELLOR MEMBER MUST OCCUR VIA THE EXCHANGE SERVICE. IF A COUNSELLOR MEMBER ATTEMPTS TO CONTACT YOU OUTSIDE OF THE SITE, YOU MUST NOTIFY US IMMEDIATELY.
      • COUNSELLOR EXCHANGE IS NOT RESPONSIBLE FOR ANY COMMUNICATIONS, OR FOR THE SECURITY, PRIVACY OR CONFIDENTIALITY OF COMMUNICATIONS MADE BETWEEN A CLIENT MEMBER AND A COUNSELLOR MEMBER OUTSIDE OF THE EXCHANGE SERVICE.
      • YOU UNDERSTAND AND AGREE THAT COUNSELLOR EXCHANGE WILL PERFORM RANDOM AUDITS OF CLIENT MEMBER FILES AND COUNSELLOR MEMBER SERVICES FROM TIME TO TIME FOR QUALITY ASSURANCE PURPOSES. NOTWITHSTANDING SUCH AUDIT, COUNSELLOR EXCHANGE SHALL HAVE NO LIABILITY OR RESPONSIBILITY IN RESPECT OF THE COMMUNICATIONS AND EXCHANGES, AND CONTENT OR QUALITY THEREOF, BETWEEN CLIENT MEMBERS AND COUNSELLOR MEMBERS.
      • EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED OR LIMITED, IN NO EVENT SHALL COUNSELLOR EXCHANGE, OR ANY OF OUR EMPLOYEES, AGENTS, DIRECTORS, OFFICERS, SHAREHOLDERS, SUBSIDIARIES AND/OR AFFILIATES, BE LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, GENERAL, SPECIAL AND/OR PUNITIVE DAMAGES, INCLUDING ALSO LOSS OF PROFITS, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM, OUT OF, OR IN CONNECTION WITH YOUR CONDUCT OR THE CONDUCT OF ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES AND/OR SITE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS/EXCHANGES WITH COUNSELLOR MEMBERS. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH COUNSELLOR MEMBERS.
    9. Materials on the Site.
      • Proprietary Rights. Counsellor Exchange owns and retains all proprietary rights in the Site and the Services, including without limitation the Exchange Service. The Site contains copyrighted material, trademarks, and other proprietary information of Counsellor Exchange, and our licensors and is protected by Canadian and international intellectual property laws, treaties and conventions. Except for that information which is in the public domain, you may not copy, adapt, modify, display, publish, perform, transmit, frame, distribute, sell, resell, commercially exploit or otherwise use any such proprietary information without the prior written permission of Counsellor Exchange or the relevant rights holder(s). You may not create a hyperlink directly to a page on the Site, other than the default, index or home page found at www.counsellorx.com, without the prior written permission of Counsellor Exchange.
      • Reliance on Materials, Advice, Etc. Opinions, advice, materials, documents, statements, or other information or content made available on the Site (collectively, “Materials”), whether through Counsellor Exchange or a third party, should not necessarily be relied upon. Third party authors are solely responsible for their own Materials. All self help Materials found on the Site including tipsheets, seminars, webinars and training, are intended for informational purposes only and are not meant to substitute for individualized mental and emotional health therapy provided by a qualified counsellor or therapist through the Exchange Service. Counsellor Exchange may review Materials on the Site but does not: (i) guarantee the accuracy, completeness, or usefulness of any Materials, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Site. Under no circumstances will Counsellor Exchange, or any of our employees, agents, officers, directors, officers, shareholders subsidiaries and/or affiliates, be responsible for any loss or damage whatsoever resulting from your reliance on Materials posted on the Site or transmitted to or by any Counsellor Members.
    10. Content Posted by You on the Site, including Exchanges.
      • You understand and agree that Counsellor Exchange may, but has no obligation to, review and delete content, materials, opinions, advice, documents, statements, messages, photographs or profiles or other information or content made available on the Site (collectively, “Content”), in each case in whole or in part, that in the sole judgment of Counsellor Exchange violate this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of other Client Members or Counsellor Members. Exchanges cannot be modified or deleted.
      • You are solely responsible for the Content that you publish or display (hereinafter, “post”) on the Services, or transmit to Counsellor Members through Exchanges. You will not post on the Site or transmit to Counsellor Members any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another person’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity).
      • The following is a partial list of the kind of Content that is illegal or prohibited on the Site. Counsellor Exchange reserves the right to investigate and take appropriate legal action in our sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Site and terminating the membership of such violators. It includes, but is not limited to, Content that:
        • is patently offensive, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual
        • harasses or advocates harassment of another person
        • involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”
        • promotes information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous
        • promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files
        • contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page)
        • exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18
        • provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses
        • solicits passwords or personal identifying information for commercial or unlawful purposes from other users
        • promotes commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.
      • You will not provide inaccurate, misleading or false information to Counsellor Exchange or to any Counsellor Member.
      • Counsellor Exchange is not responsible for reviewing any of the Exchanges that occur between you and a Counsellor Member. All Exchanges between you and a Counsellor Member will remain confidential, subject to random audit checks by Counsellor Exchange for quality assurance purposes.
      • You understand, consent and agree to the collection and use of your personal information by Counsellor Exchange. You understand that Counsellor Exchange and/or a Counsellor Member will not disclose your personal information without your consent except for the purposes as set out in the Counsellor Exchange Privacy Policy and except in limited situations where disclosure is warranted or required by law, examples of which are described below:
        1. Client file subpoenaed by a court of law.
        2. When individuals pose an imminent danger to themselves (i.e. threat of suicide) or to others (i.e. threat to injure another).
        3. Disclosure of child abuse (i.e. sexual abuse, physical abuse, emotional abuse, neglect).
        4. Disclosure of harm to others or clear indication of plan to harm others.
        5. Situations of imminent victimization of spouse or senior family members.
        6. When a clear danger to public health is presented.
        In situations where disclosure is warranted or required by law, a Counsellor Member has a duty to disclose the situation to the appropriate authorities.
      • Your use of the Services, including but not limited to content of your Exchanges, must be in accordance with any and all applicable laws and regulations.
      • All information you include in your Client Member profile must be accurate, current and complete.
      Please contact us if you have any concerns with respect to any Content on the Site.
    11. Modifications to Services.

      Counsellor Exchange reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) or the Site with or without notice. You agree that Counsellor Exchange shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

    12. Blocking of IP Addresses.

      In order to protect the integrity of the Services, Counsellor Exchange reserves the right at any time in our sole discretion to block Counsellor Clients and Counsellor Members from certain IP addresses from accessing the Site.

    13. Member Disputes.

      You are solely responsible for your interactions with Counsellor Members. Counsellor Exchange reserves the right, but has no obligation, to monitor any dispute between Members that is brought to our attention and/or facilitate a resolution of such dispute. You cannot compel Counsellor Exchange to enforce the terms of any agreement which it may have with other Counsellor Members and Client Members.

    14. Privacy and Communications.

      Use of the Site, the Services and/or Exchange Service is also governed by our Privacy Policy. When you become a Client Member, you agree and consent to receive email messages from us. These emails may be transactional or relationship communications relating to the Site and Services, such as administrative notices and service announcements or changes. Please see our Privacy Policy for more information.

      You are also required to bring to our attention any actual or suspected violation of confidentiality or privacy rights, or of our Privacy Policy, immediately upon your determination of same.

      You may be asked to complete a satisfaction survey respecting, among other things, the services you provided by a Counsellor Member. Such survey may be used by us to help enhance the overall effectiveness of our programs and Services delivery and may be posted to the Site, with any names or identifying personal information redacted.  If you are accessing the services of a Counsellor Member who is subject to compliance with the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ('HIPAA'), as amended from time to time, you are directed to the Counsellor Member's Notice of Privacy Practices.

    15. Disclaimers.
      • Counsellor Exchange is not responsible for any incorrect or inaccurate Content posted on the Site or in connection with the Services and/or Exchange Service, whether caused by users of the Site, or by any of the equipment or programming associated with or utilized in the Site, Services and/or Exchange Service. Any reliance you place on Content is therefore strictly at your own risk. Counsellor Exchange is not responsible for the conduct of any user of the Site or user of the Services. Counsellor Exchange assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. Counsellor Exchange is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to users or to any other person’s computer related to or resulting from participating or downloading Content in connection with the Site and/or in connection with the Services. Under no circumstances will Counsellor Exchange, or any of our employees, agents, directors, officers, shareholders, subsidiaries, affiliates, advertisers, promoters and/or distribution partners, be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Site or the Services, any Content posted on the Site or transmitted to users, or any interactions between users of the Site, whether online or offline. The Site and the Services are provided “AS-IS” and Counsellor Exchange expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Counsellor Exchange cannot guarantee and does not promise any specific results from use of the Site and/or the Services. Counsellor Exchange does not provide information on the Site to substitute for individualized mental and/or emotional health therapy through the Exchange Service. No claim to cure, treat, resolve, diagnose or otherwise provide mental or behavioral healthcare is guaranteed, promised or implied by the Site.
      • In addition to the preceding paragraph and other provisions of this Agreement, any advice, opinion, treatment method, counselling or therapy information that may be posted on the Site is for informational purposes only and is not intended to replace or substitute for any advice provided through the Exchange Service. Counsellor Exchange makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Site.
      • Counsellor Exchange is not responsible for any personal information removed by a Counsellor Member or a Client Member from the Site (for example by way of copying, photographic image reproduction, or otherwise) without our authorization (see our Privacy Policy).
    16. Links.

      The Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Counsellor Exchange has no control over such sites and resources, you acknowledge and agree that Counsellor Exchange is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Counsellor Exchange shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such site or resource.

    17. Limitation on Liability.

      Except in jurisdictions where such provisions are restricted or limited, in no event shall Counsellor Exchange, or any of our employees, agents, directors, officers, shareholders, subsidiaries and/or affiliates, be liable to you or any third person for any loss or damage whatsoever including without limitation for any direct, indirect, consequential, compensatory, exemplary, incidental, general, special and/or punitive damages, including also loss of profits, arising from, out of, or in connection with, your use (authorized or unauthorized) or inability to use, the Site or the Services, or the results of use of the Site (including without limitation the Exchange Service), any third party sites, or the materials, contents, services, or products contained or provided through any or all such sites (including without limitation counselling services obtained through the Site), whether based on warranty, contract, tort or any other legal theory and whether or not we are advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to Counsellor Exchange for the Services during your membership.

    18. Indemnity by You.

      You agree to indemnify and hold Counsellor Exchange, and our employees, agents, directors, officers, shareholders, partners, subsidiaries and/or affiliates, harmless from and against any loss, liability, claim, action or demand, including reasonable legal fees, made by any user of the Site, or any third party due to or arising out of your use of the Site and/or the Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above.

    19. General.

      To the maximum extent permitted by law, this Agreement is governed by the laws of the province of Ontario, Canada and the federal laws of Canada applicable therein, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction and venue of courts of Ontario, Canada in all disputes arising out of or relating to the use of the Site and/or Services. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

      You agree that no joint venture, partnership, employment, or agency relationship exists between you and Counsellor Exchange as a result of this Agreement or use of the Site. Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Counsellor Exchange with respect to such use.

      If any provision of this Agreement, but not limited to the warranty disclaimers and liability limitations set forth above, or portion thereof, is determined to be unlawful, void, invalid or unenforceable, then such provision, or portion thereof, is deemed severable and shall be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

      Our failure or delay at any time or times to require performance of any provisions hereof in no manner affects our right to require such performance at a later time.

      Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and Counsellor Exchange with respect to the Site and Services and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the you and Counsellor Exchange with respect to the Site.

      This Agreement is personal to you and may not be assigned by you. Counsellor Exchange may assign this Agreement, in whole or in part, without your consent. Our respective rights and obligations pursuant to this Agreement shall enure to the benefit of and be binding upon our respective heirs, executors, personal representatives, administrators and successors, as the case may be.

      A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You agree that this Agreement and all related documents and agreements on this Site be written in the English language.

      All notices shall be sent to the email address we have on file for you in your “My Account” settings.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.