Providers Terms & Conditions
Curv Labs Inc., a Canadian corporation (“Curv”) operates the Curv Platform (as defined herein), a comprehensive practice management solution for healthcare providers.
These Provider Terms and Conditions (the “Agreement”), constitute a legal agreement between you (the “Provider”) and Curv. This Agreement governs the your access to and use of the Curv Platform.
By clicking “agree”, or by otherwise indicating acceptance of this Agreement, you are confirming that you agree to be bound by this Agreement. If you are providing services through a professional corporation, then you hereby agree to this Agreement both in your personal capacity and on behalf of your professional corporation (and the term Provider, as used in this Agreement, will be deemed to include both you and your professional corporation).
1.1 Definitions. Except as otherwise expressly indicated, the following plural or singular terms shall have the meanings specified herein when used in this context:
“Billable Charges” means the fees charged by the Provider to the Provider’s Patients in connection with the Provider’s Services.
“Curv Data” means any and all data and information generated in any way through use of the Curv Platform by the Provider or the Provider’s Patients that has been de-identified, aggregated or anonymized. For clarity, Curv Data may include data derived from Provider Data.
“Curv Parties” means Curv, Curv’s affiliates, subsidiaries, service providers, successors, assigns, and each of their respective service providers, directors, owners, employees, and representatives.
“Curv Platform” means the Provider Application, Patient Application, and all other software and systems used by Curv in the operation and provision of the Provider Application and Patient Application.
“Curv Growth Addendum” has the meaning given to it in Section 2.7.
“Curv Growth Provider” means a Provider who has been authorized by Curv to access the Curv Platform and provide services to Patients as “Curv Pro Provider” and has a “Curv Growth” account on the Curv Platform.
“Patient” means an individual receiving professional healthcare services from the Provider in the Provider’s capacity as an authorized healthcare provider.
“Patient Application” means the mobile or desktop application for Patients that Curv offers as a service to the Patient.
“Patient Data” means all information (including personal information) belonging to or relating to any Patient.
“Payment Processing Fee” has the meaning given to it in Section 7.1 .
“Provider Application” means the mobile or desktop application for healthcare providers that Curv offers as a service to the Provider.
“Provider Data” means all data input by the Provider and the Provider’s Patients into the Curv Platform, including all Patient Data.
“Provider’s Services” has the meaning given to it in Section 2.2 .
“Usage Fee” has the meaning given to it in Section 7.1 .
2. CURV PLATFORM
2.1 Platform Access. Upon the Provider’s acceptance of this Agreement, Curv will provide the Provider with access to the Provider Application and Curv will provide the Povider’s Patients with access to the Patient Application.
2.2 Use of the Curv Platform. Subject to the Provider’s compliance with this Agreement, Curv authorizes the Provider to use the Provider Application, for the Term of the Agreement (as defined in Section 8.1 below), solely for the purposes of: (a) providing such healthcare services as the Provider is authorized to provide under applicable law to the Provider’s Patients (“Provider’s Services”); and (b) communicating with the Provider’s Patients and otherwise managing the Provider’s practice in connection with the provision of the Provider’s Services.
2.3 Requested Information. In accessing and using the Curv Platform, the Provider shall: (a) provide true, accurate, current, and complete information as prompted by any information forms (including any information forms displayed through the Provider Application) or as otherwise requested by Curv (“Provider Information”), which Provider Information will include accurate descriptions of the Provider’s credentials, including the Provider’s standing with the Provider’s college, association, or other licensing bodies, as applicable; and (b) ensure that the Provider’s Patients provide true, accurate, current, and complete information as prompted by any information forms (including any information forms displayed through the Patient Application) or as otherwise requested by Curv. As a condition of the Provider’s continued access to and use of the Curv Platform, the Provider must maintain and properly update any information provided in accordance with this Section to ensure it remains true, accurate, current and complete.
2.4 Account Information. The Provider must safeguard the login information, including login IDs and passwords, that the Provider uses to access the Provider Application and the Provider must not disclose this information to anyone. The Provider must immediately notify Curv, via electronic mail at firstname.lastname@example.org, of any unauthorized use of the Provider’s account. Curv will not be liable for any loss or damage arising from the Provider’s failure to protect the Provider’s account information.
2.6 Provider Data and Curv Data. The use and ownership of Provider Data and Curv Data is subject to the following terms:
(a) subject to the limited licenses granted herein, Curv acknowledges and agrees that all right, title and interest whatsoever, in and to the Provider Data including all intellectual property and other proprietary rights therein is, and shall be, owned solely and exclusively by the Provider or the Provider’s Patients, as applicable.
(b) the Provider acknowledges and agrees that all right, title and interest whatsoever, in and to the Curv Data, including all intellectual property and other proprietary rights therein is, and shall be, owned solely and exclusively by Curv.
(c) the Provider will have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Provider Data. The Provider is solely responsible to obtain all consents that are necessary or required under applicable laws to provide Provider Data to Curv for the purposes contemplated in this Agreement.
(d) Curv will have the unrestricted, irrevocable, and perpetual right to: (i) use any Curv Data for Curv’s internal business purposes, including to improve and enhance the Curv Platform and for other development, diagnostic and corrective purposes in connection with Curv’s business and for other purposes Curv may, in Curv’s sole discretion, choose; and (ii) use, license, sell, disclose and otherwise commercially exploit the Curv Data without limitation or restriction, for any purpose Curv may, in its sole discretion, choose. To the extent necessary in order to effect the foregoing rights, the Provider hereby grants to Curv a non-exclusive, transferable, perpetual, irrevocable, worldwide and fully paid-up license to any Provider Data from which the Curv Data is derived.
2.7 Additional Terms. The “Professional Services Addendum for Curv Growth Providers” (the “Curv Growth Addendum”) includes additional terms and conditions regarding the Provider’s obligations and liabilities as a Curv Growth Provider. If the Provider has not been authorized by Curv to be a Curv Growth Provider at the time when the Provider initially accepts this Agreement, then the Provider acknowledges and agrees that the Curv Growth Addendum will apply if and when the Provider becomes a Curv Growth Provider. The Curv Growth Addendum is incorporated into, and forms a part of, this Agreement by reference, if there is a conflict or inconsistency between the main body of this Agreement and the Curv Growth Addendum, then the Curv Growth Addendum will prevail to the extent of the conflict or inconsistency.
3. ACCEPTABLE USE OF THE CURV PLATFORM
3.1 Permitted Purposes. The Provider will only use the Curv Platform in accordance with this Agreement for the following purposes and in accordance with, applicable law:
(a) creating Patient profiles, searching for Patient profiles, creating and sharing rehabilitation/exercise programs with Patients;
(b) scheduling events and exercise-related tasks;
(c) text-based messaging;
(d) communicating referral request details and statuses;
(e) messaging, audio notes, and video analysis with Patients about health care related issues and questions;
(f) fulfilling requests from Patients for notes and completion of forms;
(g) sending information, reminders and announcements to Patients; and
(h) any other purpose identified or agreed to by Curv and communicated to the Provider in writing from time to time (including electronically).
3.2 Misuse. The Provider must not use or attempt to use the Curv Platform to do the following:
(a) allow any other person to access or use the Provider Application;
(b) reverse engineer or decompile the Curv Platform to derive the source code of the Curv Platform;
(c) breach or otherwise circumvent Curv’s security or authentication measures;
(d) send a virus, malware, or any other harmful data or code;
(e) interfere or attempt to interfere with the proper workings of the Curv Platform, or do anything, which in Curv’s sole discretion, imposes an unreasonable or disproportionately large load on the Curv Platform infrastructure;
(f) transmit “junk mail”, “chain letters”, unsolicited mass mailing or “spam”;
(g) use any data mining, robots or similar data gathering and extraction methods in connection with the Curv Platform; or
(h) violate the law in any way.
3.3 Representation and Warranty. The Provider hereby represents and warrants that: (a) the Provider is (and will at all times continue to be) in good standing with and authorized by all applicable governmental and regulatory authorities, and otherwise entitled under applicable law, to provide the Provider’s Services; and (b) the Provider Information provided by the Provider are true, accurate, current and complete.
3.4 Compliance with Applicable Laws. The Provider is responsible for compliance with all of the Provider’s obligations under applicable laws.
3.5 Breach of Agreement. Curv reserves the right, at Curv’s sole discretion to suspend the Provider’s access to the Curv Platform at any time if the Provider is in breach of this Agreement, as determined by Curv. Curv may deny access or use of the Curv Platform to anyone for violation of this Agreement.
4. AVAILABILITY AND SECURITY OF CURV PLATFORM
4.1 Availability. The Curv Platform is intended to be generally available seven (7) days per week, twenty-four (24) hours per day, except for downtime for system maintenance and other reasons beyond Curv’s reasonable control. The Curv Platform may continue to change over time as Curv refines and adds more features. Curv will provide reasonable technical assistance to address malfunctions, outages and the Provider’s inquiries in connection with the Curv Platform. Curv will endeavour to respond to the Provider’s technical assistance requests within forty-eight (48) hours. Curv will endeavour to provide seven (7) days’ prior notice to the Provider of any planned outages of the Curv Platform. Curv will endeavour to provide the Provider with seven(7) days’ prior notice, of any suspension of the Curv Platform, unless the reason for suspension of the Curv Platform is beyond Curv’s reasonable control. Curv may modify the Curv Platform at any time without prior notice to the Provider.
4.2 Limits on Use. Curv reserves the right at Curv’s sole discretion to create reasonable limits on the use of the Curv Platform, such as limits on file size, storage space, processing capacity and similar limits.
4.3 Communication Tools. Curv may use providers and third party enabled tools (such as applications that enable SMS messaging) that Curv determines are appropriate to host the Curv Platform and to assist Curv in providing any features, functionalities, or services of the Curv Platform. Patients will select the available communications tool they wish to utilize. The Provider is responsible for obtaining and maintaining any third party tools needed to access and use the Curv Platform and the Provider is responsible for all applicable taxes and fees incurred while accessing such third party tools, such as fees from the Provider’s mobile carrier, overage charges, etc.
4.4 Security. Curv uses commercially reasonable efforts to safeguard and protect (including putting in place reasonable physical, electronic and managerial procedures that are designed to safeguard and protect) the confidentiality of communications made by the Provider and the Provider Data transmitted via the Curv Platform. Although Curv will make reasonable efforts to safeguard and protect the confidentiality of communications made by the Provider and the Provider Data transmitted via the Curv Platform, no data transmission over the Internet or other communication systems utilized can be guaranteed to be one hundred per-cent (100%) secure and there is always some risk that an unauthorized third party could thwart Curv’s security measures, including by intercepting transmissions. The risk is heightened if the Provider is using unsecured/public Wi-Fi. Curv DOES NOT GUARANTEE THE SECURITY OF ANY COMMUNICATIONS AND DATA PROVIDED OR TRANSMITTED THROUGH THE CURV PLATFORM.
5. CURV’S ROLE
5.1 Curv’s Role. Curv’s role is limited to making the Curv Platform available to the Provider in accordance with this Agreement. Curv is not responsible for the content of any communication made (including by Patients) using the Curv Platform, and the Provider is fully responsible for such content.
5.2 Ethical Standards. The Provider is responsible to adhere to the standards of professional ethics of the Provider’s professional order, as it pertains to patient privilege, professional secrecy, consent and record keeping obligations.
6. INTELLECTUAL PROPERTY & MARKETING
6.1 Intellectual Property. Curv and Curv’s licensors own all rights, title and interest in and to the Curv Platform and any software, technology, tools, designs, graphics, illustrations, logos and marks used by Curv in connection with the Curv Platform (“Curv’s IP”). The Provider does not have any rights to lease, sublicense, distribute, copy, transfer, reproduce, display, adapt or modify any of Curv’s IP. The Provider may provide input, comments or suggestions regarding the Curv Platform (“Feedback”). The Provider acknowledges and agrees that Curv may use any Feedback without any obligation to the Provider and the Provider hereby grants Curv a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as Curv deems appropriate, without restriction, for any and all commercial and/or non-commercial purposes, in Curv’s sole discretion.
6.2 Marketing Rights. Providers grant Curv and its Affiliates, their agents, contractors, licensees, and marketing partners, the right to use, reproduce, display, publicly perform and publish your name, entity name, your trademark, your social media handle, social media statistics, provider type, and all other information that Curv deems relevant to promote the Curv product & services for a period of at least 10 years after your signup with the platform for current & future marketing, sales & investor communications of all formats.
7. FEES AND PAYMENT TERMS
7.1 Fees. The Provider agrees to pay all fees and charges specified by Curv from time to time in connection with the Provider’s use of the Curv Platform.
7.2 Payments from Patients. Any payments required to be paid by the Provider’s Patients to the Provider for the Provider’s Services will be determined solely between the Provider and the Provider’s Patients. While Curv may provide the Curv Platform through which the provision of the Provider’s Services are facilitated, Curv is not liable for, party to, or responsible for those transactions even though Curv may receive a commission from such payments or otherwise impose a Usage Fee in connection with the Provider or the Provider’s Patients’ use of the Curv Platform. The Provider agrees that the Provider is solely responsible for resolving any issues or concerns directly with the Provider’s Patient, including non-receipt of payment, any discrepancy in payment amounts, or delays in payment.
7.4 No-Show, Late or Cancellation Fees. If User has booked an appointment through the Platform, but fails to attend the appointment (as reasonably determined by Company), then User will pay a $20 fee for such missed appointment (“Cancellation Fee”), and User authorizes Company to initiate payment for such Cancellation Fee using User’s payment method registered on file.
8. TERM AND TERMINATION
8.1 Term. The term of this Agreement will begin on the date that the Provider accepts this Agreement and will continue until terminated by either Curv or the Provider in accordance with this Section (the “Term”).
8.2 Termination for Convenience.
(a) The Provider may terminate this Agreement at any time by providing Curv at least thirty (30) days’ prior written notice of the Provider’s intention to terminate or otherwise notifying Curv of the Provider’s intention to cancel using functionality that Curv may provide for this purpose within the Provider Application. In such event, this Agreement will terminate on the later of (i) thirty (30) days following the delivery of such notice and (ii) the last day of the billing period for which the Provider has paid for the Curv Platform, if applicable.
(b) Curv may terminate this Agreement by providing the Provider at least ten (10) days’ prior notice. In such event, this Agreement will terminate on the thirtieth (30th) day following Curv’s delivery of such notice.
8.3 Default. Either the Provider or Curv may terminate this Agreement if the other fails to perform any material obligation set forth in this Agreement (including a failure to pay any amount when due, if applicable) (each a “Default”) and such Default continues unremedied for a period of thirty (30) days after written notice of Default has been given by the non-defaulting party. Such termination will not relieve the Provider of the Provider’s obligation to pay all applicable fees incurred for the Provider’s use of the Curv Platform through the termination date. Curv may suspend the Provider’s access to the Curv Platform, or terminate this Agreement immediately if the Provider is (or Curv reasonably believes that the Provider is) in breach of this Agreement.
8.4 Effect of Termination. If this Agreement is terminated, the Provider is required to immediately stop using and uninstall the Provider Application from the Provider’s systems. Including the Provider’s mobile device.
8.5 Survival. Notwithstanding the termination of this Agreement for any reason, Sections 2.5 , 2.6 ,3.4 , 6 , 7 , 8.4 , 8.5 , 10 , 11 , 12 , and 13 and any right or obligation of either of the parties which, by its nature, should survive termination or expiration of this Agreement will survive such termination or expiration. Termination of this Agreement will not affect either party’s rights or liabilities that have accrued prior to the effective date of termination.
9. AMENDMENTS TO THIS AGREEMENT
Curv may revise any terms of this Agreement (including the Curv Growth Addendum) at any time. The most current version will always be posted on the Curv website at: www.curvhealth.com/providers-terms-conditions and Curv will post a notice indicating any material changes. Curv recommends the Providr frequently visits the Curv website to monitor any changes to this Agreement. If the terms of this Agreement are revised, the Provider will be required to agree to the updated Agreement the next time the Provider logs in to the Provider Application. If the Provider does not agree to the revised Agreement, the Provider will not be permitted to continue using the Provider Application.
10. COMMUNICATIONS AND NOTICES
10.1 Communications and Notices. All notices or communications required or permitted under this Agreement will be in writing and delivered by email transmission or overnight delivery service or certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent: (a) to Curv at Unit 238, 1505 Barrington Street, Halifax, Nova Scotia, Canada, B3J3K5 and (b) to the Provider at the physical or electronic email addresses recorded in the Provider’s account on the Provider Application. For notices sent by email, the date of receipt will be deemed the date on which such notice is transmitted. It is the Provider’s responsibility to advise Curv immediately of any change to the Provider’s contact information.
11. LIMITATION OF LIABILITY
11.1 No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY CURV PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE THE CURV PLATFORM.
11.2 Limitation. In no event shall the Curv Parties be liable to the Provider for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the greater of: (a) one hundred dollars (C$100.00) and (b) any applicable fees paid to Curv by the Provider during the three (3) months preceding the date of the first such claim.
11.3 Exclusions. THE CURV PARTIES ARE NOT RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE CURV PLATFORM OR THE PRACTIONER’S ACCOUNT OR THE INFORMATION STORED ON THE CURV PLATFORM. ALL RISK AS TO THE RESULTS, PERFORMANCE AND USE OF THE CURV PLATFORM IS ASSUMED BY THE PROVIDER. Curv uses commercially reasonable efforts to safeguard and protect the confidentiality of communications made by the Provider and data transmitted via the Curv Platform, but Curv does not guarantee their security. Curv does not assume liability or responsibility for (a) any interruption or suspension of the Curv Platform; (b) any bugs, viruses, worms, trojan horses, harmful or malicious code or the like that may be transmitted via the Curv Platform by any third party; or (c) any acts, omissions or failures of any third party.
11.4 Limitations Apply. The limitations and exclusions of liability set out herein shall apply regardless of the form of action or theory of liability, including for breach of contract, tort, negligence, by statute or otherwise, and whether or not foreseeable or Curv is advised of the possibility of such damages. THE PROVIDER AGREES THAT THE LIMITATIONS AND EXCLUSIONS CONTAINED IN THIS AGREEMENT ARE REASONABLE BASED UPON THE COMMERCIAL CIRCUMSTANCES, AND CURV WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS AND EXCLUSIONS OF LIABILITY CONTAINED HEREIN.
11.5 Limitation Period. No action arising out of this Agreement may be brought by the Provider more than one year after the date on which the cause of action has accrued.
12.1 Indemnification. The Provider agrees to indemnify, hold harmless, and defend the Curv Parties from and against any and all liability, loss, claim, damages, expense, or costs (including legal fees) (collectively, “Damages”), incurred by or made against the Curv Parties in connection with any claim arising from or related to: (a) access to or use of the Curv Platform by the Provider and anyone using a login and password provided to the Provider; (b) communications made by any of the parties identified in (a) above by using the Curv Platform; and (c) any breach or violation of this Agreement or any noncompliance with laws by the Provider or anyone utilizing the Provider’s account, except to the extent that such Damages are caused by an act or omission of the Curv Parties or any of them. In the event of a claim to which this indemnity applies, the Provider agrees: (i) to fully cooperate at the Provider’s expense as may be required by a Curv Party; (ii) that each Curv Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder; and (iii) the Provider shall not settle any matter involving a Curv Party without the consent of the applicable Curv Party.
13.1 Force Majeure. Curv shall not be liable for delays in or for failures to perform hereunder due to causes beyond Curv’s reasonable control, including acts of God, the Provider or the Provider’s Patients’ acts or omissions, third party product or service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power surges or outages, pandemics, epidemics, flood, earthquakes, riot, or war.
13.2 Assignment. The Provider may not assign the Provider’s rights and duties under this Agreement without Curv’s prior written consent. Curv may assign any of Curv’s rights and obligations under this Agreement without the Provider consent, and Curv will use commercially reasonable efforts to provide the Provider with prior notice if Curv does so.
13.3 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods. The parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario for the resolution of any and all disputes relating to this Agreement or any of its terms. If the Provider accesses the Curv Platform from a location outside of Canada, then the Provider are also responsible for compliance with all local laws.
13.4 Entire Agreement. This Agreement, together with (a) the certification and consents the Provider provides to Curv as part of the registration process; and (b) any Provider terms schedule that Curv provides to the Provider from time to time, each as amended from time to time, constitute the entire and exclusive agreement between the Provider and Curv with respect to the Curv Platform, and supersedes and replaces any other agreements or terms and conditions applicable to the Provider’s use of the Curv Platform.
13.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of this Agreement, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of this Agreement shall be valid and enforceable to the extent granted by law.
13.6 Waiver. No delay or omission by a party to exercise any right or power it has under this Agreement or to object to the failure of any covenant of the other party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.
13.7 Electronic Agreement. A printed version of this Agreement and of any related 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. This electronic document, and all other electronic documents referred to or incorporated herein, will be (a) deemed for all purposes to be a “writing” or “in writing”, and to comply with all statutory, contractual, and other legal requirements for a writing; and (b) legally enforceable as a signed writing as against the parties subject to the electronic documents.
13.8 Interpretation. In the Agreement: (a) words denoting the singular include plural and vice versa and words denoting any gender include all genders; (b) all usage of the words “including” or “include” in this Agreement shall mean “including, without limitation”; (c) the division into separation Articles, Sections and Subsections and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement; (d) words or abbreviations which have well-known or trade meanings are used herein in accordance with their recognized meanings; (e) if any payment is required to be made or other action is required to be taken on a day which is not a business day, then such payment or action, as the case may be, shall be made or taken on the next business day; and (f) the parties agree that this Agreement shall not be construed in favour or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of the Agreement.
This Professional Services Addendum for Curv Growth Providers (“Addendum”) applies to govern Provider’s provision of Procured Services (defined in Section 1.1 below) to Curv as an independent contractor of Curv through the Curv Platform. This Addendum forms a part of the Provider Terms and Conditions (“Agreement”) to which this Addendum is attached. Capitalized terms not defined in this Addendum will have the meanings given to them in the Agreement.
1.1 The Provider shall provide the services as mutually agreed between Curv and Provider (“Procured Services”), to clients of Curv (“Clients”), through the Curv Platform, and at times mutually agreed to by the parties.
1.2 The Provider covenants and agrees that the Procured Services shall be provided: (a) with due skill and care and to the best of the Provider’s knowledge and expertise, and to the standard expected of a Provider experienced in the performance of obligations and services similar to the Procured Services; (b) in accordance with all applicable laws and regulations; and (c) otherwise in accordance with this Addendum.
1.3 The parties acknowledge and agree that the Provider shall be responsible for the assessment and treatment of Clients who receive Procured Services from the Provider, and the Provider shall exercise his/her professional judgment in doing so. The parties acknowledge and agree that the assessment and treatment of Clients shall be undertaken by the Provider within the framework of such laws, regulations or practices as may, from time to time, regulate the practice of Provider in their operating Province, in accordance with policies and standards set by Curv and as may from time to time be authorized by Curv.
1.4 The Provider shall maintain proper records regarding the provision of the Procured Services. Without restricting the generality of the foregoing, the Provider shall comply with all reasonable record keeping requirements, guidelines and practices as required by any applicable laws or regulations, or as established from time to time by Curv, provided such are in accordance with applicable laws and regulations.
1.5 The Provider shall forthwith give prompt written notice to Curv of any complaint, claim, inquiry or investigation made pursuant to any applicable laws or regulations, by any body, board, agency, college or council responsible for the regulation of Provider or the Procured Services, or by any Client known to the Provider and shall likewise give prompt written notice to Curv of any facts or circumstance which a reasonable person would conclude might lead to such an inquiry, claim, complaint or investigation.
2.1 It is expressly understood and agreed that the relationship hereby created between Curv and the Provider is that of principal and independent contractor and that nothing herein is intended or shall be construed to create a relationship of employer and employee, partnership, joint venture or otherwise between Curv and the Provider. The Provider acknowledges and agrees that in light of the nature of the Provider’s relationship with Curv, the Provider shall not be eligible for any benefits, payments or protections under applicable labour or employment standards legislation in respect of the relationship created by the Addendum, and will not be entitled to any notice, pay in lieu of notice, termination pay or severance pay pursuant to applicable labour or employment standards legislation, the common or civil law or otherwise in connection with the termination of this Addendum. The Provider does not have, nor shall the Provider hold him or herself out as having any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon Curv.
2.2 The Provider shall be responsible for the payment of all costs and expenses related to the performance of the Procured Services, and the Provider shall not be reimbursed by Curv in respect thereof. The Provider shall not be entitled to join any benefit plans established for employees of Curv.
2.3 For certainty, Provider shall continue to be bound by the terms and conditions set forth in the body of the Agreement in connection with Provider’s access to and use of the Curv Platform and the provision of Procured Services to Clients. If there is any conflict or inconsistency between this Addendum and any provision set forth in the body of the Agreement, this Addendum will prevail to the extent of the conflict.
3 TERM & TERMINATION
3.1 This Addendum shall commence on the date that Provider is authorized by Curv to access the Curv Platform as a “Curv Growth Provider”, and shall continue until terminated in accordance with this Section 3.
3.2 Curv or Provider may terminate this Addendum (either without terminating the Agreement in its entirety, or together with the Agreement) at any time upon 15 days’ written notice to the other party.
3.3 For certainty, if the Agreement terminates for any reason, then this Addendum will automatically and concurrently terminate.
3.4 Either party may terminate this Addendum at any time in the event of a material breach of the terms of this Addendum by the other party without any notice whatsoever to the other party.
3.5 In the event this Addendum is terminated, the Provider shall cease providing the Procured Services and shall only be entitled to receive Procured Services Fees (defined below) for Procured Services performed prior to the date this Addendum is terminated. The Provider shall not be entitled to receive any additional payment or compensation in respect of lost opportunity or in satisfaction or any greater notice. For certainty, if this Addendum is terminated independently of the body of the Agreement then Provider may continue to access and use the Curv Platform subject to the body of Agreement, but will no longer be a “Curv Growth Provider”.
3.6 Notwithstanding the termination of this Addendum for any reason, Sections 1.4 , 2 , 3.5 , 3.6 , 6 , 7 , and 8 of this Addendum, and any right or obligation of either of the parties which, by its nature, should survive termination or expiration of this Addendum will survive such termination or expiration. Termination of this Addendum will not affect either party’s rights or liabilities that have accrued prior to the effective date of termination.
4.1 Provider will receive fees for the provision of Procured Services to Clients, as determined by Curv and approved by Provider (“Procured Services Fee”). By agreeing to provide Procured Services to any Client, Provider also thereby agrees to the Procured Services Fee structure determined by Curv for such Procured Services and of which Curv provides Provider with notice. All Procured Services Fees shall be paid to the Provider by Curv (or by the applicable Client) within 15 days of the delivery by the Provider of an invoice in the form agreed upon by Curv and the Provider setting out all Procured Services that have been performed by the Provider during the preceding calendar month.
4.2 Procured Service Fees will be considered to be Billable Charges, and Provider shall remain responsible to pay all Usage Fees, Payment Processing Fees, and other applicable fees and amounts payable by Provider in respect of the Procured Service Fees, all in accordance with Section 7 of the body of the Agreement. Provider acknowledges and agrees that Curv may deduct such Usage Fees, Payment Processing Fees, and other applicable fees and amounts from Procured Service Fees invoiced by, and otherwise payable to, Provider under this Agreement.
5.1 The Provider agrees, at its sole expense, to obtain and keep in full force and effect primary professional errors and omissions insurance with respect to the provision of professional services hereunder, in which each of the limits shall not be less than such amounts as may be required by law from time to time (including any required tail insurance). The Provider also agrees, at its sole expenses, to register with, and pay premiums to any applicable workers’ compensation authority as may be required by applicable law.
6 CONFIDENTIALITY AND INTELLECTUAL PROPERTY
6.1 “Confidential Information” means any and all proprietary and/or confidential information or facts of Curv or of any third party with which Curv deals (including Clients), including without limitation information relating to their business operations, equipment, products, services or intellectual property, that the Provider acquires in the course of providing the Procured Services, whether or not such information: (a) is reduced to writing; (b) was created or originated by the Provider; or (c) is designated or marked as “confidential”, “proprietary” or by some other designation or marking. The Provider shall treat as strictly confidential any and all Confidential Information gained as a result of providing the Procured Services. Except where disclosure is required by law, the Confidential Information shall not be disclosed to anyone outside of Curv, or used for any purpose other than as required in providing the Procured Services, whether during the term of this Addendum or any time thereafter. Except as required by law, the Provider shall not, without the prior written consent of Curv, disclose to any person or entity any of the terms or conditions of this Addendum. Upon termination of this Addendum, irrespective of the time, manner or cause of such termination, the Provider will immediately return to Curv all information, documentation or other books or records related to Curv’s business as well as any other property belonging to Curv, as well as all copies thereof.
6.2 All right, title and interest in all inventions, methodologies, concepts, documentation, specifications and any other works developed by the Provider during his or her engagement (the “Works”) including all patent, copyright, trade-mark, trade secret and any other intellectual property and proprietary rights therein (the “Intellectual Property Rights”) shall be the sole and exclusive property of Curv and the Provider hereby assigns and shall assign to Curv all such Intellectual Property Rights and waives all moral rights that the Provider may have in such Works for the benefit of Curv and its successor, assigns and licensees. The Provider represents and warrants that the Works will not infringe the intellectual property and proprietary rights of any third parties. The Provider shall not disclose the Works to any third parties without the prior written consent of Curv.
7.1 The Provider shall provide services on a non-exclusive basis and shall be free to provide its services to third parties, provided that: (a) Provider shall not provide any services in a way that is inconsistent with any of the provisions of this Addendum; (b) Provider shall provide services to Clients solely through the Curv Platform; and (c) during the Term of this Addendum and for a period of 12 months following the termination of this Addendum for any reason, Provider will not, directly or indirectly, either as an individual, or as a partner or joint venturer, or as an employee, salesperson, principal, consultant, agent, shareholder (other than being a holder of 1% or less of the issued and outstanding share capital of a publicly traded corporation), officer or director of any entity, approach or solicit any Client which were assessed, treated, or dealt with by the Provider during the 12 month period immediately preceding the termination of this Addendum.
8.1 This Addendum shall not be assigned by the Provider but may be assigned by Curv (either independently, or in connection with the assignment of the Agreement in its entirety). This Addendum shall ensure to the benefit of and be binding upon the Provider and Curv and their respective personal representatives, heirs, executors, administrators, successors and permitted assigns.
8.2 Each of the parties acknowledges that it has read and understands the terms and conditions of this Addendum and acknowledges that it has had the opportunity to seek, and was not prevented or discouraged by any other party to this Addendum or person from seeking, any independent legal advice which it considered necessary before the execution and delivery of this Addendum and that, if such party did not avail itself of that opportunity before signing this Addendum, it did so voluntarily without undue pressure, and agrees that its failure to obtain independent legal advice will not be used by it as a defence to the enforcement of its obligations under this Addendum.