PRO Terms and Conditions
Market Place User Agreement
Last Updated: July 2017.
League, Inc. (“League”) provides an online platform (the “Market Place”) that connects your business in the health and wellness industry (hereafter referred to as “your Business”, “you”, or “your”) so that you can offer products or services (“Services”)
or promotions for services or products (“Promotions”), including the provision of health, wellness and/or lifestyle related products, memberships or other offerings, to League members (hereafter referred to as “Customers”).
PLEASE TAKE THE TIME TO READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION AFFECTING YOUR LEGAL RIGHTS, RESPONSIBILITIES, OBLIGATIONS AND REMEDIES. THIS INCLUDES, AMONG OTHER IMPORTANT PROVISIONS, TERMS REGARDING THE USE OF PERSONAL
INFORMATION, VARIOUS LIMITATIONS ON YOUR RIGHTS, LIMITATIONS ON THE LIABILITY OF LEAGUE, OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS, INCLUDING ANY REGULATIONS RELATED TO YOUR PROFESSION (IF APPLICABLE), AND A CLAUSE GOVERNING THE
JURISDICTION AND VENUE OF ANY DISPUTES.
(together, the “League Applications”) and the provision of Services or Promotions to League Customers. By using the League Applications to advertise, market or supply Services or Promotions including uploading or posting any materials or Content
(as defined below) or by clicking “I AGREE” you are indicating that you have read, and that you understand and agree to be bound by, this Agreement. If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent
and warrant that you have the authority to bind that company or other legal entity to this Agreement, and in such event, “you” and “your” will refer and apply to that company or other legal entity and all personnel who provide Services on your behalf.
OBLIGATIONS AND REMEDIES. THIS INCLUDES, AMONG OTHER IMPORTANT PROVISIONS, VARIOUS LIMITATIONS ON YOUR RIGHTS, TERMS REGARDING THE USE OF PERSONAL INFORMATION, LIMITATIONS ON THE LIABILITY OF LEAGUE, OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND
REGULATIONS, AND A CLAUSE GOVERNING THE JURISDICTION AND VENUE OF ANY DISPUTES.
- Online Account. Through the League Applications, you will be able to connect to League Customers to offer Services or Promotion through your on-line profile. You must keep your profile accurate and up-to-date.
From time to time certain League Customers and Members of the League Marketplace may post ratings or reviews of you or the Services or the Promotions, and you agree that you will not contest such reviews.
- Licenses and Permits: You are responsible for making sure that you, your business, and your employees and contractors obtain and maintain all necessary licenses, permits, certifications, or other regulatory
permissions required by law to provide the Services or Promotions. If you, your Business, or your employees are governed by a licensing or similar body or standard, each of you must at all times be a member in good standing with such organization.
If requested by League, you will within five (5) days of such request provide to League a copy of such professional qualification.
- Service Delivery. You will perform or deliver Services in a manner that meets or exceeds any applicable service delivery and quality standards set out in by League to you in writing and the applicable provisions
of the Pro Requirements Library available here.
- Insurance. In order to participate in the League Marketplace, you shall maintain limits and types of insurance coverage required to cover any foreseeable liability in respect of the Services. If requested by
League, you shall, within five (5) days of such request, provide to League an up-to-date copy of your certificate of insurance. YOU AGREE AND ACKNOWLEDGE THAT, UNLESS YOU HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT WITH LEAGUE FOR INSURANCE
COVERAGE, YOU ARE NOT AN INSURED OR OTHER THIRD PARTY BENEFICIARY UNDER ANY INSURANCE POLICY MAINTAINED BY LEAGUE FOR ITS OWN BENEFIT.
- Workers’ Compensation. . Where your business is an included industry under applicable workers’ compensation legislation, you shall obtain and maintain coverage under the applicable workers’ compensation legislation
on your own behalf and on behalf of any employees or sub-contractors. You shall pay all premiums required and provide League with evidence of such coverage within 5 days of a request from League.
- Code of Conduct. The safety of every user of the League Applications on the League Marketplace is of utmost concern. This League Code of Conduct exists so that all users have a shared and understood standard
for safety, accountability, mutual-respect, and common-courtesy.
- League maintains a zero-tolerance policy regarding all forms of discrimination, harassment or abuse. It is unacceptable to refuse to provide or accept services based on a person’s race, religion, national origin, disability, sexual orientation,
sex, marital status, gender identity, age or any other characteristic protected under applicable provincial, federal or state law. This type of behaviour can result in permanent loss of access to the League Applications. League expects that
all users to treat one another with respect and courtesy during all interactions, in-person or otherwise, including being on-time for all scheduled appointments.
- You may not submit, post, send, use, share, provide, transmit, or display spam, unsolicited messages or any violent, discriminatory, illegal, infringing, hateful, pornographic, obscene or sexually suggestive photos or other Content (as defined
below) via the League Applications.
- You are responsible for any activity that occurs through your account and you agree that you will not sell, transfer, license or assign your account, followers, username, or any other account rights. Further, you may not access or provide to others
access through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
- You are responsible for all use of the League Applications by you and your representatives and for all use of your credentials, including use by others to whom you have given, or made available, your credentials.
- You are responsible for and will comply with all applicable privacy and anti-spam laws in your jurisdiction.
- You are responsible for keeping your username, password, and other login codes or credentials safe and secure.
- You are responsible for the information presented in your listing, posts or comments on the League Applications and such information must be truthful and accurate.
- You are responsible for all data charges you incur through the use of the League Applications.
- You understand and agree that League is not responsible for the materials posted or otherwise provided by other service providers, Customers or users on or through the League Applications by other users and that you use the League Applications
and all materials at your own risk.
- You are solely responsible for your interaction with other users found using the League Applications, whether online or offline and you will conduct yourself in a reputable manner at all times. You agree that League is not responsible or liable
for the conduct of any other user of League Application. League reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users, Customers or other service providers.
- If you violate any of the rules in this League Code of Conduct, League may take appropriate action, including suspending your ability to use the League Applications and, at League’s discretion, terminating this Agreement.
- Privacy and Data Security. When the performance of Services or Promotions involves the collection, use, storage, or disclosure of Personal Information or Personal Health Information of a League Customer, you
will take reasonable necessary steps to comply with the requirements of any and all Privacy Laws.
- “Privacy Laws” means all applicable privacy, data protection, data breach notification, and anti-spam laws applicable in the location where the Services or Promotions are provided.
- “Personal Information” and “Personal Health Information” has the meaning set out in the relevant Privacy Laws.
- Safety and Security. In providing Services, you must take all necessary precautions to prevent injury to any property or person including League Customers, including but not limited to reasonable and appropriate
pre-engagement background checks of employees and/or subcontractors.
- Regulatory Compliance. You are solely responsible for maintaining Your Business in good standing with all regulatory agencies and authorities. You shall ensure that any person who performs or delivers Services
at all times maintains and abide by all statutory, regulatory, ministerial and municipal approvals, registrations, permits, licenses, orders and by-laws that are now or in the future applicable or are required to perform or delivers Services and
that Services are performed or delivered in a manner that complies with all applicable laws, regulations and codes of conduct of any professional organization.
- No Improper Use of League Application.
- You will not use the League Applications to view, access or otherwise use, directly or indirectly, price, availability, or other information for any purpose other than the provision of Services or Promotions.
- You will not use the League Applications to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or
service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation.
- You will not use the League Applications, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices, or otherwise violate applicable antitrust, competition or consumer protection laws or regulations or any laws related
to the regulation of medical acts or medical professionals or health and wellness practitioners.
- Booking of Appointments. When the Services or Promotions involve booking of appointments through the League Applications, League has no control over or responsibility for the actions or omissions of Customers.
League cannot guarantee or control the availability of any Customer at any particular time. LEAGUE WILL NOT BE LIABLE FOR CANCELLED OR OTHERWISE UNFULFILLED APPOINTMENTS, OR ANY DAMAGES RESULTING THEREFROM, UNSUCCESSFUL PAYMENTS OR COSTS OF ANY
KIND RELATED TO CANCELLED OR MISSED APPOINTMENTS. You will not cancel any Services which have been booked by Customer except upon no less than 24 hours’ notice. If you cancel a confirmed booking with a Customer, League may impose consequences
and remedies, including (i) providing a notice or review on your listing showing that an appointment was cancelled or indicating that you did not follow through with the appointment, (ii) keeping the calendar for your listing unavailable or blocked
for the dates of the cancelled booking, or (iii) imposing a cancellation fee (to be withheld from your future payments). You will be notified in advance of situations in which such a cancellation fee applies.
- Usage Fees. Currently your use of the League Applications, is free of charge; however, League reserves the right to introduce a fee for the use of the League Applications. If League decides to introduce such
a fee, League shall inform you accordingly at least 30 days in advance and allow you to either continue or terminate your use of the League Applications.
- Payment Processing. When you use or are required to use the League Application to process payments, the following terms apply:
- Transaction Fee: you will pay a Transaction Fee that is a percentage of the total amount (including tax) amounts that you earn for providing your Services to Customers who book their appointments or order
products (or otherwise connect with you) by means of the League Applications. Where a Customer first comes to you through League (“League Originating Customer”, or “LOC”), the Transaction Fee may be higher than when a pre-existing customer of
yours only subsequently adopts League. League will provide you notice of the amount of the Transaction Fee, including any change to it from time to time. League may change the amount of the Transaction Fee at any time (and from time to time)
on 30 days’ written notice.
- Pricing: Pricing of your individual Services to Customers is set by you and is not the responsibility of League. You agree, however, that your prices (i) will be as advertised by you in the League Applications
at the time of booking or ordering of the Services; and (ii) charged to LOC’s for your Services will be equal to or less than the prices same or substantially similar services that you charge your other clients who did not, or do not, come to
you initially through League.
- Payment: After your Service is delivered to the League Customer, and you indicate to League through the League Application that the Service has been completed or delivered, League will bill the Customer’s
credit card or payment method of choice. League will then remit your portion of this billing amount to you, after retaining the Transaction Fee and relevant tax amount.
- Appointment of League as Limited Payment Collection Agent. You hereby appoint League as your limited payment collection agent solely for the purpose of accepting the payment for the provision of Services or
fees associated with Promotions to Customers booked through the League Applications (the “Service Fees”). You agree that payment made by a Customer through League, including any third party payment processing provider used by League to facilitate
payment, shall be considered the same as payment made directly to you and you will make the Services and Promotions available to the Customer in the agreed-upon manner as if you had received the Service Fees directly. You agree that League may,
in accordance with the applicable cancellation policy as provided to you on the League Applications, (i) permit the Customer to cancel the booking and (ii) refund (via League) to the Customer that portion of the Service Fees specified in the
applicable cancellation policy. You understand that League accepts payments from Customers only as your limited payment collection agent and that League’s obligation to pay you is subject to and conditional upon successful receipt of the associated
payments from Customers. League does not guarantee payments to you for amounts that have not been successfully received by League from Customers. In accepting appointment as your limited authorized agent, League assumes no liability for any
acts or omissions by you.
- Payment Processing Errors. League will make a commercially reasonable effort to fix any payment processing errors that League becomes aware of. Such efforts may include crediting or debiting, as appropriate,
the same payment method used for the original payment to correct the error.
- Taxes. The correct application of the appropriate taxes is your sole responsibility. You are obligated to collect any applicable tax from Customers and remit it to applicable governments; it is also your sole
responsibility to determine if a particular Service or Promotion is taxable or not. League will collect taxes on your behalf from Customers and remit these funds to you. You are obligated to remit the relevant tax to applicable governments.
League will not be responsible for any errors in the collection of taxes from Customers since the amount of tax collected will be based on the information you provide.
- If you book or provide any Service with a Customer outside of the League Applications or if you charge Customers for any amounts or additional charges outside of the original price listed on the League Applications, League is not responsible for
receiving, processing or collecting payments from such Customer in respect of those services.
- League Originating Customers. You will not book any services with, or provide any products, memberships or other offerings to LOCs for Services which are offered on the League Application other than through
the League Application
- Responsibility for Content. You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, sound
recordings, works of authorship, applications, links and other content or materials that you submit, post, share, use, provide, transmit, or display on or via the League Applications (“Content”). You are responsible for ensuring the accuracy of
- Content License From You. You hereby grant to League a transferrable, sub-licensable, royalty free, irrevocable, perpetual right and license to use, copy, distribute, display, modify and create derivative works
of the Content for the purpose of the provision, administration and promotion of the League Applications (the “License”), but excluding non-public messages you send through League to another League user. You represent, warrant, and covenant and
can demonstrate to League’s full satisfaction upon request that you (a) own or otherwise have the right to grant the License or that the Content is in the public domain worldwide, (b) any Content you submit, post, use, share provide, transmit,
or display on or through the League Applications does not violate, misappropriate or infringe the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademarks, rights in trade secrets or confidential
information and/or other intellectual property rights (“Intellectual Property Rights”), (c) agree to pay for all royalties, fees, remuneration, and any other monies due or payable arising from any use of the Content or the exercise of the License
by League or third parties on or through the League Applications, (d) have the permission to use the name and likeness of each identifiable individual person in such Content and to use such individual’s identifying or personal information as contemplated
by this Agreement, and (e) have the legal right and capacity to grant the License to League. You agree to waive any moral rights worldwide you may have in the Content for the purposes of the League Applications.
- License To You. League grants to you a limited, non-exclusive, non-transferrable, revocable license to use the League Applications solely in order to provide Services or Promotions to Customers and only in accordance
with the terms of this Agreement. If using the League Applications on an Apple device, you may only use the League Applications on a compatible Apple device that you own or control and as permitted by the all rules, terms or policies set forth
in the Apple App Store Terms of Service or which are otherwise applicable to your use of such device. The terms of this Agreement will govern any update or upgrade provided by League that replaces and/or supplements the original application or
website (all of which together are included in the “League Applications”), unless such update or upgrade is accompanied by a separate license in which case the terms of that license will govern. This license does not allow you to use the League
Applications on any Apple device that you do not own or control, and except as provided in the Apple Usage Rules, you may not distribute or make the League Applications available over a network where it could be used by multiple devices at the
same time. You may not rent, lease, lend, sell, transfer redistribute, or sublicense the League Applications and, if you sell your Apple device to a third party, you must remove the League Applications from the Apple device before doing so. You
agree not to copy (except as expressly permitted by this license and the Usage Rules), decompile, disassemble, attempt to derive the source code of, or otherwise reverse engineer or attempt to reverse engineer, modify, or create derivative works
of the League Applications, or any part thereof. You may use any materials provided to you as part of the League Applications solely in connection with your use of the League Applications in accordance with any rules made available by League from
time to time.
- Intellectual Property Rights. You do not acquire any Intellectual Property Right in or relating to the League Applications or any materials you access or use through the League Applications. The League Applications
contains materials owned or licensed by League. As between you and League, League owns and retains all rights in the materials and the League Applications. You will not remove, alter or conceal any copyright, trademark, service mark or any proprietary
rights notices incorporated in or accompanying materials or the League Applications and agree not to not use, copy, distribute, display, perform including perform in public, transmit, communicate to the public including making available to the
public, broadcast publish, modify or create derivative works of the materials, except in connection with using the League Applications.
- Trademark Use. All trademarks, service marks, logos, trade names and any other proprietary designations (“Marks”) provided to you by League for promotional purposes remain the property of League. All Marks provided
by you to League remain your property.
- Operation of Service. League reserves the right to change, suspend, remove or disable access to the League Applications and any Content for any reason, including but not limited to complaints or allegations
of infringement or other unlawful conduct, or your violation of the League Code of Conduct or any other term of this Agreement, without liability to you, and at any time without notice. You agree that once a year League may access your premises
(or premises under your control or influence) and review your systems, procedures and books and records to ensure your compliance with this Agreement.
- No Liability for Conduct of Customers. League does not screen Customers and has no control over the actions or omissions of Customers. In no event shall League be liable to you or anyone else for any action
or failure to act by a Customer, a decision made or action taken by you in reliance on any information obtained or received through the League Applications from a Customer or any other user or participant in the League Applications. Members who
purchase your Services may become your customer, and you may enter into agreements or receive waivers from them in the course of providing Services or Promotions. League will have no liability for the enforcement of or breach of your agreements
with a League member or Customer.
You may enter into agreements or receive waivers from Customers (“Customer Agreements”) in connection with the Services. You will comply with the terms of any such Customer Agreements. League will have no liability for any breach of a Customer Agreement
- No Special Relationship or Fiduciary Duty. You acknowledge that League has no special relationship with, or fiduciary duty to, you. You also acknowledge that League has no control over, and no duty to take any
action regarding which users gain access to the League Applications, what content you access via the League Applications, what effect the Contents and information received from the League Applications will have on you or to others, how you may
interpret or use the content of the League Applications, or what actions you may take as a result of having been exposed to the Content and Materials available on the League Applications.
- No Exclusivity. You acknowledge that League can sign up and otherwise work with an unlimited number of other business and service providers, including but not limited to service providers who directly and indirectly
compete with your Services or Promotions and share physical space with you in your facility or office.
- Warranty. You expressly acknowledge and agree that use of the League Applications is at your sole risk and that the entire risk to satisfactory quality and performance is with you. The League Applications are
provided on an “as is” basis. As such, League disclaims all warranties and conditions, whether express or implied, statutory or otherwise about the League Applications to fullest extent permitted by law. To the extent any warranty exists under
law that cannot be disclaimed, League, not Apple, will be solely responsible for such warranty.
- Parties. This Agreement is between you and League only, and not Apple, Inc. (“Apple”) or any other party with whom you interact using the League Applications. League, not Apple, is solely responsible for the
League Applications and its content. Although Apple is not a party to this Agreement, Apple has the right to enforce this Agreement against you as a third party beneficiary.
- Apple’s Limitations. In the event of any failure of the League Applications to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if applicable, for the League
Applications to you. To the maximum extent of the law, Apple will have no other warranty obligation whatsoever with respect to the League Applications. In the event of any third party claim that the League Applications or your possession and use
of the League Applications infringes that third party’s intellectual property rights Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- Maintenance and Support. You acknowledge that League has no obligation to furnish any maintenance and support, except where required by law. To the extent that any maintenance or support is required by applicable
law, League, not Apple, shall be obligated to furnish any such maintenance or support.
- Product Claims. League, not Apple, is responsible for addressing any claims by you relating to the League Applications or use of it, including, but not limited to: (i) any product liability claim; (ii) any claim
that the League Applications fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation. Nothing in this Agreement shall be deemed an admission that you may
have such claims.
- Termination. This Agreement is effective upon your agreeing to be bound by the terms of this Agreement until terminated by you or League. Your rights under this Agreement will terminate automatically without
you will cease all use of the League Applications and destroy all copies, full or partial, of the League Applications. On any termination of this Agreement, any section by its nature that should survive termination shall survive in perpetuity.
- Governing Law and Dispute Resolution. This Agreement is to be governed by and construed under the laws in effect in the province of Ontario. You irrevocably consent and attorn to the jurisdiction of the courts
located in Ontario. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.
- Limitations of Liability. You acknowledge and agree that, to the maximum extent not prohibited by law, the entire risk arising out of your access and use of the League Applications, your interaction with or
booking of Customers via the League Applications or your membership with League and any contact you have with Customers or other users of League, whether in person or online remains with you. In no event will League be liable for any incidental,
indirect, special, exemplary or consequential damages, including without limitation lost profits, loss of data or loss of goodwill, service interruption, computer or system damage, the cost of replacement products or services, personal or bodily
injury, emotional distress arising out of or in connection with these terms or any other commercial damages related to the materials or Content, your Services or Promotions to Customers, interactions with other users of the League Applications
or other persons with whom you interact as a result of your use of the League Applications, however caused, regardless of the theory of liability (contract, tort including negligence, or otherwise) and even if League has been advised of the possibility
of such damages. Except for the obligations of League to pay specific amounts to you pursuant to this Agreement, in no event shall the aggregate liability of League arising from or related to this Agreement or the League Applications or the use
thereof exceed (i) 10% of the amount paid to League by you in the 30 days prior to the event giving rise to the liability to a maximum of CAD$100.00, or (ii) fifty Canadian dollars (CAD$50.00), if no such payments have been made, even if a claim
is a continuing one. The foregoing limitations will apply even if the above stated remedy fails of its purpose. Some jurisdictions do not allow the limitation of liability for personal injury, or other types of damages, so this limitation may
not apply to you solely to the extent they are precluded by such laws.
- Indemnification. You agree to release, defend, indemnify, and hold League, its affiliates and each of its employees, contractors, directors, officers, agents, suppliers and representatives (collectively, “League
Indemnitees”) harmless from and against any liabilities, claims, damages, losses and expenses, including without limitation, reasonable legal and accounting fees brought against League Indemnities by any third party, including Customers or other
service providers arising out of or related to (i) all claims or demands that arise from or relate to your use of the League Applications, any materials or Content; (ii) the creation of your listing; (iii) the booking, use or provision of your
Services or Promotions; (iv) your interaction with any Customers; and (iii) from any breach of any representation, warranty or covenant herein or in a Customer Agreement.
- Assignment. This Agreement may be assigned by League to an affiliate or in connection with a sale of all or part of the business or undertaking of League. You may not assign this agreement without the prior
written consent of League.
- Third Party Beneficiary. You and League agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of these terms and conditions of the Agreement,
Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as a third party beneficiary.
- U.S. Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting”
country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Territorial Restrictions. You agree that the League Applications will not be exported, imported, used, transferred, or re-exported from the country in which it is provided to you. The information provided within
the League Applications is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject League to any registration requirement
within such jurisdiction or country. League reserves the right to limit the availability of the League Applications or any portion of the League Applications, to any person, geographic area, or jurisdiction, at any time and in our sole discretion,
and to limit the quantities of any content, program, product, service or other feature that League provides.
- Amendment. League will be entitled to amend or update this Agreement upon notice to you, which may be provided directly through the League Applications as a posting. Your use of the League Applications or provision
of your Services following the date of such notice or posting will constitute your agreement with the terms of any such amendment or update.
- Severability. If any term(s) of this Agreement is held to be invalid or unenforceable under any applicable local laws or by an applicable court, that part shall be interpreted in a manner consistent with applicable
law as nearly as possible to the original intentions of League and the remaining terms of the Agreement will remain valid and enforceable.
- No Waiver. League’s failure to exercise or enforce its rights under this Agreement does not waive our right to enforce such right. Any waiver of such rights will only be effective if it is in writing and signed
- Contact Information. Should you have any questions, complaints, or claims relating to the League App, please contact us at firstname.lastname@example.org. You can find this Agreement by