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.
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.
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
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 .
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.
. 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.
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
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
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,
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.
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
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.
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.
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
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.
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
When you use or are required to use the League Application to process
payments, the following terms apply:
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 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.
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.
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.
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.
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
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
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 the information you submit to League and
to Customers. Inaccurate information will affect your experience, and
the experience of Customers, when using the League Applications and our
be asked to provide authorization for uses of information in addition
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.
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.
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.
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.
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.
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
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
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.
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.
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.
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.
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.
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
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.
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 notice from
League if you fail to comply with any term(s) of this Agreement, the
terminate this Agreement upon no less than 30 days’ written
notice. Upon termination of the Agreement, 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
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.
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.
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.
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.
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.
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.
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.
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.
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
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 by
Should you have any questions, complaints, or claims relating to the
League App, please contact us at email@example.com. You can find this
Agreement by visiting league.com.