Terms and Conditions

Last Updated: July 2024

These terms and conditions (the “Terms and Conditions“) constitute a legally binding agreement between you and ChiroRéseau (the “Parties“), governing your membership in the ChiroRéseau network, which is a group of chiropractic clinics (collectively, the “Professionals“) primarily aimed at increasing the visibility and recognition of its clients as chiropractors. This is achieved notably through national advertising, a website, and a variety of clinical tools provided, including practice standards, display methods, logos, and other distinctive elements (hereinafter, the “Network“). This agreement takes effect as soon as you become a Client of ChiroRéseau (as defined below) and remains in force until one of the Parties terminates the agreement in accordance with these Terms and Conditions. By becoming a Client, you acknowledge that you have read, understood, and agreed to be legally bound by these Terms and Conditions, which incorporate our Privacy Policy by reference (collectively, the “Agreement“), in addition to complying with applicable laws and regulations. If you do not accept these Terms and Conditions, you will not be considered a Client of ChiroRéseau, nor will you be authorized to access or use the Services offered to ChiroRéseau Clients, or to use any reference to ChiroRéseau.

When used in these Terms and Conditions, the terms “ChiroRéseau,” “we,” “our,” and “us” refer to the ChiroRéseau entity, including but not limited to its representatives, directors, employees, and affiliates, with whom you are entering into this Agreement. The terms “you” or “your” refer to the person becoming a Client. If you are entering into this Agreement on behalf of a legal entity, you represent that you have the authorization or power to bind that entity to this Agreement, in which case “you” or “your” refer to that entity.

1. PRIVACY POLICY

Our Privacy Policy, which describes our collection and use of personal information (the “Privacy Policy“), is incorporated herein by reference and forms an integral part of this Agreement.

2. CLIENT AND REGISTRATION

Client – Subject to the following, a client of ChiroRéseau (a “Client“) is any individual or legal entity that has entered into this Agreement and created a client account (an “Account“) online directly on the ChiroRéseau website.

Authorized Persons – Registration is only permitted for business corporations under which one or more Professionals practice their profession or, alternatively, one or more Professionals who personally practice their profession at their clinic without using a business corporation.

Restriction – You may not create more than one Account or transfer your Account to another person.

Accuracy – During the online registration process, you will be required to provide several details, including your name, email address, and to create a username and password for your Account. You must always provide accurate, current, and complete information and keep your Account information up to date.

Confidentiality and Security – It is your responsibility to maintain the confidentiality and security of your account credentials, as well as any activities that occur in relation to this Account. You are prohibited from disclosing your credentials to any third party. You are responsible for all activities conducted on your Account and must immediately notify ChiroRéseau if you suspect that your credentials have been lost, stolen, or that your Account has otherwise been compromised.

3. SERVICES

By becoming a corporate Client, ChiroRéseau offers you certain services, including but not limited to the following (the “Services“):

  • 3.1. Support in opening your clinic, including:
    • 3.1.1. Consulting services, particularly regarding administrative matters;
    • 3.1.2. Advice on clinic layout and operational methods, subject to additional fees;
  • 3.2. Visibility as a Client and clinic visibility on the ChiroRéseau website;
  • 3.3. Preparation and distribution of national advertising campaigns related to ChiroRéseau;
  • 3.4. Provision of informational videos for display in your clinic’s waiting room;
  • 3.5. Relevant or necessary information regarding your clinic;
  • 3.6. Occasional provision of additional services prescribed or offered by ChiroRéseau under the terms set forth from time to time.

4. INTELLECTUAL PROPERTY AND OTHER PROPERTY RIGHTS

For the purposes of this Agreement, “Intellectual Property” refers to all intellectual property owned by ChiroRéseau, its subsidiaries, or related entities, as well as intellectual property that it develops, uses, or controls (directly or as a licensee) in connection with the Network, including but not limited to trademarks, trade names, copyrighted works, trade secrets, formulas, and any other symbols, designs, logos, slogans, and identifying elements owned, developed, used, or controlled (directly or as a licensee) by ChiroRéseau. This also includes intellectual property that ChiroRéseau may acquire, develop, use, or control (directly or as a licensee) in the future in connection with the Network.

Trademarks / Logos: ChiroRéseau

Application Number: Pending

Registration Number: Pending

4.1. Non-Exclusive Use of Intellectual Property

  • 4.1.1. The Client acknowledges that ChiroRéseau is the sole and exclusive owner of the Intellectual Property. Any promotion, use, or advertisement related to ChiroRéseau or referring to the Intellectual Property requires prior written approval from ChiroRéseau. The Client must promptly notify ChiroRéseau of any infringement, counterfeit, illegal use, confusion, or misuse of the Intellectual Property of which they become aware.
  • 4.1.2. ChiroRéseau grants the Client a non-exclusive license to use the Intellectual Property in the normal course of business, solely in connection with the Network. Except as provided herein, the Client holds no other rights to the Intellectual Property.
  • 4.1.3. The Client must represent ChiroRéseau and its brand in a respectful and positive manner at all times. Accordingly, the Client agrees to use the Intellectual Property in compliance with applicable laws and regulations, preserving the quality, reputation, recognition, and goodwill of ChiroRéseau and its Intellectual Property.
  • 4.1.4. Upon termination of this Agreement for any reason, the Client must immediately cease using the Intellectual Property and undertake, at their own expense, all necessary changes with relevant authorities, including business registry updates. If the Client fails to do so, they hereby irrevocably authorize ChiroRéseau to make such changes to comply with this clause.
  • 4.1.5. During and after the termination of this Agreement for any reason, the Client may not reuse, in whole or in part, or use any trademark, trade name, corporate name, or domain name that may be confused with the Intellectual Property.

4.2. Client Identification

  • 4.2.1. The Client must always identify themselves as a Client of ChiroRéseau and visibly include their corporate name on all commercial documents, contracts, invoices, orders, business cards, letterheads, and any other document requiring clinic or business identification. A 12-month probationary period is granted for external signage compliance. The Client must display: “ChiroRéseau – (Clinic Corporate Name).”
  • 4.2.2. Le Client s’engage à ne pas utiliser la Propriété intellectuelle de façon à laisser croire qu’il en est le propriétaire.

5. OPERATING STANDARDS

By becoming a Client, the Client agrees to:

  • 5.1. comply with all applicable regulations and laws in force concerning the practice of the chiropractic profession, as well as all regulations or directives prescribed by the Ordre des chiropraticiens du Québec;
  • 5.2. comply with the laws, regulations, directives, and contracts applicable to their clinic and business and obtain and maintain, at the required times, all permits, authorizations, consents, certificates, and licenses of any nature, whether contractual, administrative, legal, or other (hereinafter collectively referred to as the “Authorizations“) necessary for the operation of their clinic, with ChiroRéseau not guaranteeing or being responsible for granting these Authorizations to the Client;
  • 5.3. register their network page on the clinic’s Google Map;
  • 5.4. take clinic photos, team photos, and set up the network page via ChiroRéseau when required.

6. CLIENT REPRESENTATIONS

The Client represents and warrants the following to ChiroRéseau:

  • 6.1. if they operate their clinic through a corporation, the Client is a duly incorporated and organized legal entity, in compliance with the laws governing its existence; and
  • 6.2. they have the authority and capacity to sign the Agreement and all transactions provided therein.

7. CONSIDERATION AND PAYMENT TERMS

7.1. Consideration
As consideration for the use of the Services that ChiroRéseau agrees to provide, the Client agrees to pay ChiroRéseau, throughout the Term, the following amounts, plus applicable taxes:

  • 7.1.1. a one-time activation fee of one thousand four hundred ninety-nine dollars ($1,499) upon acceptance of the terms and conditions and approval by ChiroRéseau to join the group; and
  • 7.1.2. a base package fee of nine hundred ninety-nine dollars ($999) per month from the Effective Date; and

(hereinafter collectively referred to as the “Consideration“)

7.2. Terms and Payment Conditions

  • 7.2.1. The Consideration shall be payable by the Client via automatic withdrawal from their credit card, with such withdrawals occurring each month starting from the Effective Date.
  • 7.2.2. Any insufficient funds transaction will incur a penalty fee of twenty-five dollars ($25).
  • 7.2.3. Any amount due to ChiroRéseau upon maturity will bear interest at a rate of twelve percent (12%) per year (1% compounded monthly) until full payment is made.
  • 7.2.4. Furthermore, without limiting the foregoing, any amount payable by the Client to ChiroRéseau under this Agreement shall automatically be payable to ChiroRéseau without any possibility of offset or other deduction, meaning the Client may not deduct from amounts owed to ChiroRéseau any amounts ChiroRéseau may owe them.
  • 7.2.5. Any amount due under the Agreement, as well as any accrued interest, shall automatically become due and payable to ChiroRéseau without further notice or formality in the event of any default or failure on the Client’s part.

7.3. Taxes

Any amount payable by the Client to ChiroRéseau or any other party is subject to provincial and federal sales tax.

8. TERM AND RENEWAL

For the purposes hereof, “Term” refers to the period beginning on the date you become a Client and ending on the latest of the following dates: (i) the end date of the Initial Term (as defined below) if you do not renew the Agreement, or (ii) the date on which the duration of any renewal period has ended if the Agreement is renewed.

Unless terminated in accordance with the terms herein, this Agreement has an initial term of one (1) year (the “Initial Term“), beginning when you become a Client (the “Effective Date”).

Upon the expiration of the Initial Term, the Agreement shall automatically renew each year for an additional period of one (1) year unless you send ChiroRéseau a notice stating that you do not wish to renew your Agreement, at least three (3) months before the renewal term (the “Non-Renewal Notice“).

The Client acknowledges and agrees that continuing to use the Network or Intellectual Property without ChiroRéseau’s permission after the Term expires, without confirmation of renewal or a new term by ChiroRéseau, shall not be considered an extension, renewal, or continuation of this Agreement. The Client has no right to continue using the Network or Intellectual Property after the Term expires. Any continued use without permission shall be subject to compliance with all obligations in the Agreement that benefit ChiroRéseau, as if they were still within the Term.

9. MODIFICATIONS

By becoming a Client, you acknowledge and agree that these Terms and Conditions may be modified as stated below and that you should review them regularly.

We reserve the right to modify these Terms and Conditions at any time and without notice. When modifications are made, we will publish an updated version of the Terms and Conditions on your Account (the “Updated Conditions“) and update the last updated date at the top of the Terms and Conditions page (the “Last Update“). We will ensure that the latest version of these Updated Conditions is available on your Account before it becomes effective. You are responsible for regularly reviewing your Account for timely notice of the Updated Conditions. If you disagree with the Updated Conditions, you must cease being a Client by sending us a Non-Renewal Notice. If you continue to be a Client after the effective date of each modification, you will be deemed to have accepted the Updated Conditions.

10. WARRANTY DISCLAIMER

THE USE OF THE CHIRORÉSEAU WEBSITE AND ITS CONTENT IS PROVIDED WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING BUT NOT LIMITED TO CONNECTIVITY, PERFORMANCE, OPERATION, AVAILABILITY, RELIABILITY, TIMELINESS, SECURITY, QUALITY, CAPACITY, OR ACCURACY OF THE WEBSITE AND CONTENT. CHIRORÉSEAU SHALL IN NO EVENT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER ISSUES INHERENT TO THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, TELECOMMUNICATION NETWORKS, OR OTHER SYSTEMS OR NETWORKS BEYOND OUR REASONABLE CONTROL. CHIRORÉSEAU DISCLAIMS ALL CONDITIONS, WARRANTIES, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, IN LAW, EQUITY, BY STATUTE, OR OTHERWISE, IN ANY MANNER WHATSOEVER.

11. LIMITATION DE RESPONSABILITÉ

NEITHER CHIRORÉSEAU NOR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE CHIRORÉSEAU WEBSITE OR ANY CONTENT SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF CLIENTELE, SERVICE INTERRUPTIONS, COMPUTER DAMAGES, OR SYSTEM FAILURES, OR ANY DAMAGE FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM OR RELATED TO (i) THESE TERMS AND CONDITIONS, OR (ii) YOUR USE OR INABILITY TO ACCESS OR USE THE WEBSITE AND ITS CONTENT, (iii) ANY SERVICE YOU MAY PROVIDE TO A THIRD PARTY WITH WHOM YOU INTERACT OR MEET THROUGH OR AS A RESULT OF YOUR USE OF THE WEBSITE OR ITS CONTENT.

FURTHERMORE, THE CLIENT ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL CHIRORÉSEAU BE LIABLE FOR ANY ACT, GESTURE, OR DAMAGE OF ANY KIND, NOR FOR ANY DELAY IN SERVICES OFFERED TO THE CLIENT, NOR FOR ANY OTHER FACT THAT IS NOT DIRECTLY CAUSED BY CHIRORÉSEAU’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

THESE LIMITATIONS OF LIABILITY AND DAMAGES ARE FUNDAMENTAL ELEMENTS OF THE AGREEMENT BETWEEN YOU AND CHIRORÉSEAU. IF APPLICABLE LAW DOES NOT ALLOW THE LIMITATIONS SET FORTH IN THESE TERMS AND CONDITIONS, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOUR SITUATION.

12. INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold ChiroRéseau harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, fees, or charges (including reasonable legal and accounting fees) arising from or related to: (i) your violation of these Terms and Conditions, (ii) any breach resulting from your use of the website and its content, including a breach committed by an unauthorized third party through your Account, (iii) your use of any of our Services, (iv) the operation of your clinic, or (v) your violation of any law, regulation, or third-party rights such as intellectual property or privacy rights, except as expressly permitted herein.

You agree to notify ChiroRéseau immediately upon becoming aware of any unauthorized use of your Account and to take reasonable steps necessary to prevent such an event from recurring. ChiroRéseau reserves the right, at its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You also agree to fully and reasonably cooperate in the defense of any claim, as necessary.

Without limiting the generality of the foregoing, the Client shall indemnify and hold ChiroRéseau harmless from any loss, damage, or claim arising from any proceeding or dispute initiated against the Client or any other Person by ChiroRéseau to protect its rights under this Agreement or any other agreement entered into between the Client and ChiroRéseau. The Client agrees to pay all costs and expenses, including reasonable legal fees (both judicial and extrajudicial), incurred or paid by ChiroRéseau in connection with such proceedings or disputes.

13. TERMINATION

13.1. Automatic Termination

The Client will cease to be a Client of ChiroRéseau, and this Agreement will be automatically and immediately terminated, without notice and without the need for ChiroRéseau to seek legal recourse, in the event that the Client ceases business operations, makes an assignment of assets, becomes insolvent under the Bankruptcy and Insolvency Act, proceeds with a liquidation of assets, makes a proposal to creditors, or if a receiver, administrator, or trustee is appointed to manage its assets.

13.2. Termination upon Notice and Without Notice

ChiroRéseau shall have the right to immediately terminate this Agreement, thereby terminating the Client’s membership with ChiroRéseau, upon written notice of termination and without prior notice, without the need for ChiroRéseau to seek legal recourse, in any of the following cases:

  • 13.2.1. if the Client fails to pay the Consideration;
  • 13.2.2. if the Client disputes or assists in disputing the Intellectual Property;
  • 13.2.3. if the Client ceases to be a member of the Ordre des chiropraticiens du Québec;
  • 13.2.4. if the Client or any individual holding a direct or indirect interest in the Client commits fraud, theft, misrepresentation, or any criminal act in the operation of their clinic;
  • 13.2.5. if the Client or one of its shareholders, directors, officers, or employees engages in conduct likely to cause harm or have a negative impact on ChiroRéseau, the Agreement, and/or the Group, particularly actions that damage the reputation, image, or Group of ChiroRéseau in any way;
  • 13.2.6. if the Client assigns its rights under this Agreement without prior consent from ChiroRéseau;
  • 13.2.7. if the Client fails to comply with any applicable law or regulation, whether federal, provincial, or municipal;
  • 13.2.8. if any requirements and standards prescribed in this Agreement cease to be met, either voluntarily or involuntarily, and ChiroRéseau deems them irremediable.

14. CONSEQUENCES OF TERMINATION OR END OF AGREEMENT

Upon termination, the end of the Term, or whenever the Agreement ends for any reason, the Client agrees to comply with the following provisions:

  • 14.1. Immediately pay, without the possibility of offsetting any amounts that may be owed to the Client by ChiroRéseau or any related parties, all amounts owed to ChiroRéseau and all persons related to ChiroRéseau at the date of termination or expiration of the Term of these terms, whether such amounts are due or not, as the termination of this Contract automatically results in the forfeiture of the term regarding all financial obligations (including the Counterpart) of the Client towards ChiroRéseau or any related persons.
  • 14.2. Immediately return to ChiroRéseau all elements related to the Grouping, including but not limited to advertising materials, decorative items, prints, brochures, and all other products and supplies identified as “ChiroRéseau” or bearing or referring to the Intellectual Property.
  • 14.3. Immediately return to ChiroRéseau the originals as well as all copies of all documents, information, reports, statistics, studies, and expert opinions of ChiroRéseau and retain no copies.
  • 14.4. Immediately cease using all Intellectual Property for any purpose. To this end, the Client agrees not to use any reproduction, copy, counterfeit, or imitation of the Intellectual Property, nor any element that could create confusion or mislead the public about the identity of the clinic’s owner or operator, or about its association with or disassociation from ChiroRéseau or the Grouping.
    If, within thirty (30) days of the termination or expiration of the Term of these terms, the Client has not complied with the provisions of this paragraph or has not taken the necessary steps to do so to ChiroRéseau’s satisfaction, the Client acknowledges that ChiroRéseau has the right to contract or proceed with the removal of distinguishing elements and the modification of the clinic’s appearance, with simple written notice and no further delay, and the Client agrees to reimburse ChiroRéseau for any costs incurred upon presentation of supporting documents.

Without limiting the generality of the above, the termination or expiration of the Term of these terms will not release the Client from any payment or obligation due or payable to ChiroRéseau, whether due before or after termination, nor will it release the Client from any obligations under this Contract that, by their nature or otherwise, are intended to survive the termination or expiration of the Term of these terms.

15. APPLICABLE LAW

The Contract is governed by and will be interpreted in accordance with the laws of the province of Quebec.

The Parties agree to elect domicile in the judicial district of Sherbrooke, Quebec, Canada, and to designate it as the appropriate district for hearing any claim, matter, or legal proceeding arising from this Contract.

16. SEVERABILITY

If any provision of these Terms and Conditions is deemed invalid, null, unenforceable, or contains a flaw, such provision will be replaced by the closest legally equivalent provision, without invalidating the remaining provisions of these terms.

17. GENDER AND NUMBER

To the extent that the understanding of the text requires, a word expressed in the masculine gender includes the feminine and vice versa; the same applies for words expressing a number, with the singular including the plural and vice versa. Any sentence containing such versatile words should be read, when the meaning of the text requires it, in a way that accommodates the appropriate version of such a word with the necessary grammatical changes to give a logical meaning to the concerned sentence.

18. QUESTIONS

Any questions or comments regarding this Contract, the Terms and Conditions, ChiroRéseau’s website, or the Services should be submitted in writing to the following address: 2300 rue King Ouest, Sherbrooke, J1J 2E8. We will make commercially reasonable efforts to respond in a timely manner.

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