Terms & Conditions
The Confident Clinician provides a membership that Member is enrolling in.
NOW THEREFORE, this Agreement confirms that in consideration of the following promises hereinafter expressed on the part of the Member and the part of the Confident Clinician and the fees to be paid as outlined below, the Parties hereto agree to the terms and conditions as follows:
Nature of Relationship
It is expressly acknowledged and agreed that nothing in this Agreement shall be interpreted to conclude that the Member is an agent, employee or independent or dependent contractor of the Confident Clinician. The Member bears sole responsibility for the payment of taxes, employment insurance, contribution to the Canada Pension Plan and other expenses associated with their business. The Member shall not be entitled to any of the rights and privileges established for employees of the Confident Clinician including but not limited to, vacation, sick leave with pay, paid days off, life, accident or health insurance, or severance pay upon termination of this Agreement.
Scope of Services
The Member hereby engages the Confident Clinician to provide services (“Services”) as more fully described in Schedule “A” and Schedule “B” attached hereto and incorporated herein by this reference, during the term of this Agreement, and the Member hereby accepts such engagement, on the terms and conditions set forth herein.
Fees and Payment
The Member agrees to provide payment of such Services as set out in Schedule “A” and Schedule “B” to this Agreement, where applicable.
Responsibilities of the Member
The Member understands and agrees that, they shall provide the Confident Clinician with their name, address, and email address and all relevant contact details, image and written profile in a form specified by the Confident Clinician and at a frequency determined by the Confident Clinician. Such information is Confidential Information (as defined below) of the Member and the Confident Clinician shall only use such information as is necessary to allow the Confident Clinician to verify the identity of the Member;
marketing on the Platform must be approved by the Confident Clinician prior to execution;
Payment due to the Confident Clinician for all engagements during the period which you are a Member are to be made in a timely manner; and the Confident Clinician reserves the right to decline the publication of the Member’s content on the Platform.
Responsibilities of Confident Clinician
The Confident Clinician, Agrees to provide the Services the Member in accordance with the best practices and standards of the industry;
shall devote commercially reasonably efforts to the performance of the Services to ensure the availability of the Platform and Mastermind is uninterrupted and error-free but cannot guarantee that your access will not be restricted from time to time, including to allow for repairs, maintenance or updates;
shall not be liable to you for damages should the Platform decline publishing your content on the Platform or if the Platform becomes unavailable, or restricted in any way restricted;
shall be responsible for obtaining all necessary licences and permits and for complying with all applicable federal, provincial, and municipal laws, codes and regulations, including applicable taxation laws, in connection with the provision of the Services hereunder and Confident Clinician shall, when requested, provide the Member with adequate evidence of its compliance with this Section 5;
is solely responsible for the calculation, withholding and remittance of all taxes and other statutory deductions and withholdings that may be required in connection with, or arising from, the Services performed under this Agreement; will indemnify and hold the Member harmless from any and all claims, liabilities, damages, taxes, fines, penalties or interest sought and recovered from any governmental entity arising from the failure of Confident Clinician or the Member to deduct or remit any amounts owing with respect to any required taxes, statutory deductions or other withholdings as set out in paragraphs (a) and (b) above in connection with the Services performed under this Agreement.
Technology Disclaimer
The Member is responsible to obtain and/or maintain the appropriate bandwidth to provide said services virtually.
The Confident Clinician will try to ensure that the availability and delivery of our Services and its materials are uninterrupted and error-free, including our content and communications through methods like our website, member forum, email communications, videos, audio recordings, Zoom calls, recorded Zoom calls, private facebook group etc. or any other materials provided by us to you. However, we cannot guarantee that your access will not be suspended or restricted from time to time, including to allow for repairs, maintenance or updates, although of course, we will try to limit the frequency and duration of suspension or restriction.
To the fullest extent permitted by law, we will not be liable to you for damages or refunds, or for any other recourse, should our Services, , and its materials become unavailable or access to them becomes slower incomplete due to any reason such as system backup procedures, Internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause which may from time to time make the Services, and its materials inaccessible to you.
Earnings Disclaimer
The Member acknowledges that the Services, and its materials you will be receiving instructions from, does not promise outcomes included but not limited to career progression, profitability and/or business success.
The Member acknowledges that we have not and do not make any representations as to the future income, expenses, sales volume or potential profitability or loss of any kind that may be derived as a result of your participation in the Membership and/or the Mastermind. We cannot and do not guarantee that you will attain a particular result, positive or negative, financial or otherwise, through the use of any of our Services, ie. the Platform and/or Mastermind, and you accept and understand the results differ for each individual. We also expressly disclaim responsibility in any way for the choices, actions, results, use, misuse or non-use of the information provided or obtained through any of our Services and courses. You agree that your results are strictly your own and we are not liable or responsible in any way for your results.
Changes to Our Membership and Mastermind
We reserve the right to change our Platform, Mastermind, and its materials at any time by giving you advance notice of the changes by email or in writing. These changes will become effective 10 days after receipt of the notice. Your continued use of our Platform, Mastermind, and materials after any change to same and our notifying you will constitute your acceptance of such change. If you do not agree with the changes to the Platform, Mastermind, and its materials, you can choose to discontinue the use of our Platform, Mastermind, and its materials.
Community and Commenting Zero-Tolerance Policy
The Confident Clinician values its Members and community for the deep participation that occurs within the private facebook group and chat (“Facebook Group”) and the online community. The comment section of the Facebook Group, and the online community is to be treated with the utmost integrity, respect and civility between all users of this platform. Your comment shall be removed from the Platform, and subject to prompt disciplinary action, including possible termination. Examples of the following inappropriate conduct, harassment, and/or bullying, include- but not limited to, Derogatory language/statements, slurs, negative stereotyping or threatening, intimidating, or hostile acts that relate to race, color, religion, gender, national origin, age, or disability (including jokes or pranks that are hostile or demeaning with regard to race, color, religion, gender national origin, age, or disability);written or graphic material that denigrates or shows hostility or aversion toward an individual or group because of race, color, religion, gender, national origin, age, or disability and that is displayed on the comment platform; orSexual and gender-based harassment as described under the Human Rights Code of Ontario, R.S.O. 1990, c. H.19, which include but are not limited to, unwanted touching, derogatory language and/or comments toward women or men, sex-specific derogatory names, leering or inappropriate staring, gender-related comment about a person’s physical characteristics or mannerisms, comments or conduct relating to a persons perceived non-conformity with a sex-role stereotype,, displaying or circulating pornography, sexual pictures or cartoons, sexually explicit graffiti, or other sexual images (including online), sexual jokes, including circulating written sexual jokes or vulgar language (e.g. by e-mail), sexual or gender-related comment or conduct used to bully a person, spreading sexual rumours (including online), suggestive or offensive remarks or innuendo about members of a specific gender, propositions of physical intimacy, gender-related verbal abuse, threats, or taunting, requiring an employee to dress in a sexualized or gender-specific way, threats to punish a person who refuses to comply with sexual advances (known as reprisal) etc.If you see something that you think may violate our guidelines, please help us by emailing: hello@drjordannd.com We will review these reports and work as quickly as possible to remove content that doesn’t meet our guidelines, conduct an investigation, and commence a disciplinary action, where applicable.
Term and Termination
This Agreement shall commence on the Effective Date and shall continue so long, until this Agreement is terminated in accordance with this Section 10 (the “Term). Each Party may terminate the Agreement for any reason and at any time by providing notice in writing to the other Party. Either Party may terminate this Agreement if the other Party materially breaches the terms of such Agreement.
The Confident Clinician may terminate the Agreement without prior notice and without further obligation to the Member if the Member engages in conduct which may result in reputational damage to the Confident Clinician or Jordan Robertson or bring the Confident Clinician or Jordan Robertson into disrepute.
In the event of an early termination and/or cancellation, no refunds shall be offered for any portion of payment, as set out in the Schedules, upon signing the contract. If payment has been made semi-annually for the Membership, or if the Member is on a payment plan for the Mastermind, any and all fees shall be due in full, in the amounts set out in the Schedules. The Member will continue to receive access to the Platform until the renewal date, unless their contract is terminated under section 10 (c).
Except as otherwise provided in this Agreement, the obligations of the Parties will end upon the termination of this Agreement. If this Agreement is terminated by the Member without cause, the Member agrees to pay the the Confident Clinician any and all sums which are due and payable within 5 business days of the termination and/or cancellation.
Privacy and Confidentiality
The Confident Clinician acknowledges that it and its employees, agents, subcontractors or representatives may, in the course of performance of this Agreement, be exposed to, be provided with, or otherwise acquire information of the Member (“Confidential Information”). Confidential Information may include, without limitation, names, images, voices, addresses, e-mail addresses, phone numbers, demographic, behavioural, and health information.
The Confident Clinician shall take appropriate and commercially reasonable measures to ensure the confidentiality of the Confidential Information and to protect Confidential Information from loss or unauthorized disclosure or access.
The Member acknowledges that the Confident Clinician may provide the Services virtually through the use of electronic communications.
The Confident Clinician shall use the Confidential Information only for the purpose of providing the Services hereunder and shall not retain or make use of the Confidential Information for any other purpose.
The Confident Clinician shall use their reasonable efforts to ensure that only such of its employees, authorized agents, or subcontractors who need to access the Confidential Information to perform the Services will receive the Confidential Information and that such persons agree to be bound by the provisions of this section, and that personal and confidential information is kept securely and our electronic systems will incorporate network and software security protocols to protect the confidentiality of patient identification and imaging data and will include measures to safeguard the date and to ensure its integrity against intentional or unintentional corruption. However, by agreeing to receive our services virtually you acknowledge and agree that:
In rare cases, security protocols could fail, causing your personal information to be accessed by third parties;
We cannot guarantee the availability of virtual services which may become unavailable due to system backup procedures, Internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause which may from time to time make our virtual services inaccessible to you.
During and after the Term, without the Member’s prior written consent, the Confident Clinician may not disclose Confidential Information to any third party except as expressly permitted under this Agreement and shall treat the Confidential Information with the same degree of care that it treats its own Confidential Information, and in any case at least reasonable care. Confident Clinician shall notify the Member immediately on becoming aware of any actual or reasonably suspected loss or unauthorized disclosure or use of the Confidential Information.
Exclusions. Confidential Information will not include the following information, provided that the Confident Clinician is able to prove the existence of the circumstances referred to below: Except for personal information, information that is now or subsequently becomes generally available to the public through no wrongful act of Confident Clinician; Information rightly in the possession of the Confident Clinician prior to the disclosure to the Confident Clinician by the Member; Information that is created by the Confident Clinician without direct or indirect use of the Confidential Information; or Information that the Confident Clinician rightfully obtains from a third party who has the right to transfer or disclose it. Exemptions. Nothing in this Section shall prevent the Confident Clinician from disclosing or using Confidential Information of the Member at any time if disclosure of such Confidential Information is required to be made by any law, regulation, governmental body, or authority or by court order provided that before disclosure is made, notice of the requirement is provided to the Member, and to the extent possible in the circumstances, the Member is afforded an opportunity to dispute the requirement.
The obligations of this section shall survive termination or expiry of the Agreement. Intellectual Property
“Intellectual Property ” for the Confident Clinician means rights associated with all or any of the following anywhere in the world, whether or not filed or registered: (a) Training Methodology (b) patents, patent applications, and inventors’ certificates; (c) copyrights (including moral rights and other author’s rights), works of authorship, copyright registrations and applications; (d) data and database rights; (e) know-how, trade secrets, and rights in and to confidential information; (f) industrial designs (including utility models); (g) trademarks, trade names, service marks, logos, Internet addresses (URLs), and in each case the goodwill associated with them; (h) rights of publicity; and (i) any other proprietary rights relating to intangible property ( “Confident Clinician IP”)
The Confident Clinician grants to the Member, and the Member accepts, a non-exclusive, non-transferable, revocable right to access and to use the Confident Clinician IP, as applicable to the Services and Products provided under this Agreement.
The Parties understand that neither this Agreement or any disclosure of the Confident Clinician’s confidential materials and information shall vest in the Member any intellectual property rights of including any rights to copyright, trade secrets and trademark.
The Member expressly acknowledges that the Confident Clinician IP is provided under license to the Member and that the Confident Clinician IP is made available to the Member and the Member’s participating individuals only, for the purposes stated in this Agreement and only during the Term of this Agreement.
The Member agrees not to reproduce the Confident Clinician IP except as may be required for the sole purpose of accessing or using the Confident Clinician IP pursuant to this Agreement. The Member further agrees not to distribute or display the Confident Clinician IP to create derivative works, or to access or use the Confident Clinician IP in any manner not expressly permitted under this Agreement.
“Work Product/Content” means all content, developments, research and product of research, and innovations (collectively, the “Work Product”) of the Member related to the Services provided by the Confident Clinician for the Member under this agreement shall be the exclusive property of the Member, only if the Work Product has not been published on the Platform. If the Work Product is published during the course of this Agreement, the Confident Clinician will own any and all rights, title and interest rights to perfect exclusive ownership of the published Work Product to the Confident Clinician. Such published content includes, but is not limited to, blogs, courses, webinars, publications, handouts, and anything given to share with the membership at large will become the IP of the Confident Clinician.
Upon the termination of this Agreement, as the case may be, the Member shall promptly return to the Confident Clinician all such Intellectual Property of the Confident Clinician in its possession or control.
The Member agrees to permit the Confident Clinician to use the Member’s name, testimonials for promotional purposes including but not limited to displaying same on the Confident Clinician website, social media and other promotional materials, indefinitely.
The Member shall use all materials provided by the Confident Clinician pursuant to this Agreement, in accordance with and subject to all of the terms and conditions of any license or sublicense agreements, leases or any other agreements that such materials are subject to, and shall not allow or permit any person to use materials or any portion thereof in violation of any such license, sublicense, agreements, lease or any other agreements.
No Disparagement
The Member shall not post or share information or photos about Confident Clinician’s clients, discussion, activities online in any form, including but not limited to social media platforms such as Instagram, Facebook, Twitter, message board, blogs, websites, email, without the written consent of the Confident Clinician. Should the Confident Clinician consent to the foregoing, such posts shall be posted with integrity and in a manner so as not to harm or be likely to harm the Confident Clinician’s confidential and proprietary information, reputation and brand or likely to embarrass or disparage Confident Clinician and their clients, customers and/or staff members.
Representations and Warranties, Covenants and Remedies
Date of Commencement. The Agreement is effective on the Effective Date and shall continue during the Term unless terminated earlier in accordance with its terms.
Continuing Obligation. The Parties acknowledge and agree that the obligations under each of section 11, 12 and 13 are to remain in effect in accordance with each of their terms and will exist and continue in full force and effect despite any breach or repudiation, or alleged breach or repudiation, of this Agreement.
Indemnification
The Member agrees at all times to indemnify and save harmless the Confident Clinician, its agents, contractors, officers, directors, shareholders, employees, assigns and agents, as applicable, from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising from claims from unaffiliated third parties arising out of the participation of Participating Employees in the Services. The Member shall have no indemnification obligations towards the Confident Clinician for any such claims, causes of action, damages, liabilities, costs or expenses, including legal fees and expenses to the extent they result from any fault or alleged fault, negligence, or breach of this Agreement by the Confident Clinician.
Limitation of Liability
Except in respect of Sections 11, 12 and 13, in no event will either Party be liable to any for any type of indirect, special, incidental, or consequential damages which arise by virtue of this Agreement, including, without limitation, such damages related to lost profits, or personal or business interruptions, personal injuries, accidents, misapplication of information, or any other loss, physical or mental disease, condition or issue, or otherwise, even if the Confident Clinician is expressly advised of the possibility of such damages or difficulties, to the fullest extent allowable by applicable law. \
Force Majeure
The Confident Clinician shall use its best efforts to provide the Services but it shall not be liable for or failure of performance of, any covenant or promise contained in this Agreement, nor shall any delay or failure constitute default or give rise to any liability for damages if, and only to extent that, such delay or failure is caused by “force majeure.” As used in this Agreement, “force majeure” means acts of God, acts of the public enemy, acts of terrorism, unusually severe weather, fires, floods, epidemics (excluding the COVID-19 pandemic), quarantines, strikes, labour disputes and freight embargoes, to the extent such events were not the result of, or were not aggravated by, the acts or omissions of the Confident Clinician. For clarity, the Member shall not pay any Fees to the Confident Clinician with respect to any Services which the Confident Clinician has not performed, including any non-performance which is otherwise excused pursuant to this Section 17.
Dispute Resolution
The Parties agree to first seek to rectify issues amicably through email correspondence and conference calls. If unable to seek resolution within a reasonable time, the Parties may attend mediation conducted by a Certified Mediator. If the mediation is unsuccessful, the Parties may agree to legal dispute resolution through binding arbitration before a single arbitrator who practices in the province of Ontario, selected jointly by both Parties.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Any proceedings under or in connection with this Agreement will be held in the City of Toronto, in the Province of Ontario, Canada, and the parties submit to the exclusive jurisdiction of the courts in Toronto.
Except with respect to the Confident Clinician’s negligence or wilful misconduct of a Party, the Parties agree that the maximum amount which may be recovered in any claim or suit is limited to the annual value of this Agreement.
General Provisions
Headings The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.
Invalidity of Provisions
Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.
Entire Agreement
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement. This Agreement supersedes and replaces all prior agreements, if any, written or oral, with respect to the Confident Clinician’s engagement by the Member and any rights which the Confident Clinician may have by reason of any such prior agreement or by reason of the Confident Clinician’s prior engagement, if any, by the Member.
Waiver and Amendment
Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.
Currency
Except as expressly provided in this Agreement, all amounts in this Agreement are stated and shall be paid in Canadian dollars.
Counterparts
This Agreement may be signed electronically and in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.
All terms used, but not defined, herein shall have the meanings set forth in the Agreement. In consideration of the promises, rights and obligations set forth below, the parties hereby agree to the terms and conditions of work as follows:
SCOPE OF SERVICES : The Member is an individual who has enrolled in membership with the Confident Clinician to have access to content and educational resources for health practitioners. The membership includes monthly learning modules that may include resources such as webinars, podcasts, handouts, letters and other health care resources. The membership includes 1 intensive 2-day workshop every 6 month semester. The membership provides access to an online facebook group to members.
TERM: 6 or 12 Months as outlined in the fees.
FEES & EXPENSES
Check one of the following services:
Option 1 – Membership
Fees for the Services provided for the twelve (12) month Membership to the Platform is a total sum of $900 CAD or USD plus HST annually.
Fees for the Services provided for the twelve (12) month Membership to the Platform is a total sum of $550 CAD or USD plus HST bi-annually.
Automatic Renewal. This Agreement will automatically renew for successive terms of twelve-month term, unless either party decides that it does not wish to renew this Agreement or any particular Service set forth on this hereunder before the expiration of the Initial Term or any Renewal Term, as applicable, by notifying the other Party in writing before the completion of the Initial Term or Renewal Term, as applicable.
DEFAULT IN PAYMENT: In the event that any such payments are not fully made within five (5) business days of the date they are due, the Confident Clinician shall suspend your Services, and thereafter, be considered as a material breach of the terms and subject to Section 10
(c).EXCLUSIVITY
In the event the Member is hosting content on the Platform, the Member is to provide exclusivity to the Confident Clinician under the terms of this Agreement, and is prohibited from entering into a similar agreement with another company or business, offering similar business Services, such as publishing and selling content in the health practitioners or naturopathic space, as set forth herein.