Marketplace Terms and Conditions

Marketplace Terms & Conditions

Last Updated: January 24, 2018.

We provide an online platform (the “Marketplace”) that connects your business (hereafter referred to as “Your Business”, “You”, or “Your”) so that You can offer products or services, including promotions related thereto (the “Services”), including the provision of health, wellness and/or lifestyle related products, memberships or other offerings, to League members (hereafter referred to as “Customers”).  For the purposes hereof, “We”, “Us”, “League”, or “Our” means the League company described in Section 35 below.

These Marketplace Terms & Conditions as such Marketplace Terms & Conditions change from time to time (the “Marketplace T&Cs”) are between You and League and together with a number of other documents including the Privacy Policy found at https://league.com/us/privacy-policy/ as such Privacy Policy (the “Privacy Policy”) may change from time to time; and (iii) the Code of Conduct found at https://league.com/wp-content/uploads/2018/01/League-Code-of-Conduct.pdf as such Code of Conduct may change from time to time (the “Code of Conduct”), govern Your use of the League website, mobile and other applications, and related services made available through the Apple App Store, the Google PLAY Store, or otherwise on the Internet (together, the “League Applications”) and the provision of Services to League Customers. By using the League Applications to advertise, market or supply Services including uploading or posting any materials or Content (as defined below), by entering into a League Marketplace Agreement or other agreement governing the sales of Services on the Marketplace between You and Us (the “League Marketplace Agreement”), or by clicking “I AGREE” you are indicating that you have read, and that you understand and agree to be bound by, these Marketplace T&Cs, the Code of Conduct and the Privacy Policy. 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.

PLEASE TAKE THE TIME TO READ THIS MARKETPLACE T&CS 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.

IF YOU ALSO ACCESS OR OTHERWISE USE THE LEAGUE APPLICATIONS AS A USER (I.E.- AS A CONSUMER OF THE LEAGUE SERVICE, RATHER THAN A SERVICE PROVIDER), THEN BY DOING SO YOU AGREE TO THE USER TERMS AND CONDITONS, FOUND AT https://league.com/ca/member-terms-conditions/ AS SUCH USER TERMS AND CONDITONS CHANGE FROM TIME TO TIME (THE “USER T&CS”). PLEASE TAKE THE TIME TO READ THE USER T&CS  CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AFFECTING YOUR LEGAL RIGHTS, 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, AND A CLAUSE GOVERNING THE JURISDICTION AND VENUE OF ANY DISPUTES.

  1. Online Account.  We have established and You have elected to use, at our sole discretion, League Applications to connect to League Customers to offer Services through Your on-line profile. You are responsible and are required to keep Your profile accurate and up-to-date. From time to time certain League Customers 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.
  2. 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 and 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 (together the “Licencing Obligations”). You hereby represent and warrant that the Licencing Obligations are currently being met and covenant to inform us immediately in writing of any change of circumstances with respect to the Licencing Obligations. If requested by League, you will within five (5) days of such request provide to League a copy of reasonable evidence of compliance with the Licencing Obligations including any relevant evidence of professional qualifications.
  3. Service Delivery. You agree to perform or deliver Services in a manner that meets or exceeds any applicable service delivery and quality standards set out in: (i) in writing by League to you; (ii) as indicated in Your profile in the League Applications; (iii) as advertised or otherwise promised by You; (iv) the League Marketplace Agreement; (v) these Marketplace T&Cs, the Privacy Policy and the Code of Conduct; and (vi) in accordance with applicable laws and regulations.
  4. Insurance. In order to participate in the 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, YOU ARE NOT AN INSURED OR OTHER THIRD PARTY BENEFICIARY UNDER ANY INSURANCE POLICY MAINTAINED BY LEAGUE FOR ITS OWN BENEFIT.
  5. Workers’ Compensation. Where Your business is an included industry under applicable workers’ compensation legislation, or otherwise required by law, 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 five (5) days of a request from League.
  6. 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, making Your profile and/or listing unavailable or blocked,. You will be notified in advance of situations in which such a cancellation fee applies.
  7. 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
  8. 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.
  9. Payment Processing. In circumstances where You are required to use the League Application pursuant to the League Marketplace Agreement to process payments, the following terms shall apply:
      1. Transaction Fee. You will pay a transaction fee (the “Transaction Fee”) that is a percentage of the total amount (including tax) that is charged for providing Your Services to Customers who book their appointments or order products (or otherwise connect with you) by means of the League Applications. Unless otherwise set out in the League Marketplace Agreement the Transaction Fee percentage is 2.5%.
      2. 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.
      3. Appointment of League as Limited Payment Collection Agent (Canada). For transactions where the Customer is domiciled in Canada, 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 Services to Customers booked through the League Applications (the “CDN 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 available to the Customer in the agreed-upon manner as if you had received the CDN Service Fees directly. You agree that League may, in accordance with the applicable cancellation policy, (i) permit the Customer to cancel the booking and (ii) refund (via League) to the Customer that portion of the CDN 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.
      4. Use of Third Party Payment Agents (United States). For transactions where the Customer is domiciled in the United State of America, You hereby allow League to use a third-party billing agent solely for the purpose of accepting the payment for the provision of Services or fees associated with Services to Customers booked through the League Applications (the “US 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 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, (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.
      5. 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.
      6. 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 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 mistakes, errors or failures in the collection of taxes from Customers since the amount of tax collected will be based on the information you provide.
      7. Other Services. 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.
  10. League Originating Customers and Non-Circumvention. League Members that are introduced to You through the League Application or are sold Your Services are “League Originating Customers”. You hereby agree to not book any Services with, or provide any products, memberships or other offering to League Originating Customers which are offered on the League Application by You. All amounts related to services You offer, must be billed through the League Application and not outside of the League Application. During the term of these Marketplace T&Cs and the League Marketplace Agreement and for 1 year after the expiration or termination thereof, You agree not to pursue or engage in any transaction, or contract directly or indirect any League Originating Customer without Our prior written consent. You hereby agree that all communications regarding Your services, requests for additional information and discussions and questions regarding Your services will be communicated through the League Applications where possible.
  11. Revenue Sharing. In circumstances where You are required pursuant to the League Marketplace Agreement or otherwise to share revenue with us other directly or indirectly, the following terms shall apply:
      1. Commission. Unless otherwise set out in the League Marketplace Agreement Services sold to League Members through the League Application are subject to a commission (“Revenue Share Commission”) payable by you in the amount of 10% (the “Revenue Share Percentage”). Unless otherwise set out in the League Marketplace Agreement Services sold to League Originating Customers outside the League Platform are subject to a commission (the “LOC Commission” and together with the Revenue Share Commission the “Commissions”) payable by you in the amount of 5% (the “LOC Share Percentage”).
      2. Audit. During the term of the League Marketplace Agreement and for a period of (1) year after its termination or expiration, We shall have the right, during normal business hours and upon reasonable notice to You, to audit Your relevant books and records to determine if the Commissions have been correctly calculated. The Costs of such audit shall be born directly by us, unless if we reasonably determine that the Commission have been underpaid by 5% or more, in such case the Commission due and the audit fees shall be immediately payable by You to Us.
      3. Invoicing. You will be required to share Your calculations and estimates of the Commissions on a monthly basis. We will invoice you for the Commissions due not more often than monthly with payment terms of 30 days, with overdue amounts subject to 1% interest per month.
  12. 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 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 ability to contact you as described in the Privacy Policy. You may also be asked to provide authorization for uses of information in addition to what is in this Agreement and the Privacy Policy when you use the League Applications. We reserve the right to remove any content, services or profiles that we deem inappropriate or not a relevant service for our customers in our sole discretion.
  13. 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 these Marketplace T&Cs, 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.
  14. 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 to Customers and only in accordance with the terms of these Marketplace T&Cs. 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.
  15. Intellectual Property Rights. You do not acquire any Intellectual Property Rights 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.
  16. 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.
  17. Operation of Service. League reserves the right to change, suspend, remove or disable access to the League Applications and any Content for any reason in its sole discretion, 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 these Marketplace T&Cs, 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.
  18. 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 (“Customer Agreements”). You hereby agree to comply with the terms of the Customer Agreements. League will have no liability related to the breach of Customer Agreement with a League member or Customer.
  19. 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 Content 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.
  20. 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.
  21. 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.
  22. 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 may have the right to enforce this Agreement against you as a third party beneficiary.
  23. 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.
  24. 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.
  25. 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.
  26. 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 notice from League if you fail to comply with any term(s) of this Agreement, the Code of Conduct or the Privacy Policy, or immediately upon notice from league. Either party hereto may 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 perpetuity.
  27. 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.
  28. 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; (iv) Your interaction with any Customers; (v) tax issues; and (vi) from any breach of any representation, warranty or covenant herein or in a Customer Agreement.
  29. 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.
  30. 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.
  31. 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.
  32. 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.
  33. Amendment. League will be entitled to amend or update these Marketplace T&Cs  upon notice to you, which may be provided directly through the League Applications. 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.
  34. Severability. If any term(s) of the League Marketplace Agreement or these Marketplace T&Cs 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 League Marketplace or Marketplace T&Cs as appropriate will remain valid and enforceable.
  35. No Waiver. League’s failure to exercise or enforce its rights under the League Marketplace Agreement or these Marketplace T&Cs 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 us.
  36. Whom You Are Contracting With. Who You are contracting with under the League Marketplace Agreement or these Marketplace T&Cs, who You should direct notice to under the League Marketplace Agreement or these Marketplace T&Cs, what law will apply in any dispute or lawsuit arising out or in connection with the League Marketplace Agreement or these Marketplace T&Cs, and which courts have jurisdiction over any such dispute or lawsuit, depend on where You are domiciled (which shall be determined by the Health Business Address provided to us in the Marketplace Agreement or otherwise in the League Applications). For the avoidance of doubt, each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
If You are Domiciled In: You are contracting with: Notices should be addressed to: The Governing law is The courts having exclusive jurisdiction are:
The United States of America League Corp, a Delaware corporation   225 King St W, Suite 800, Toronto, ON

Canada

M5V 3M2

ATTN: COO

With a copy to: notices@league.com

California and controlling United States federal law San Francisco, California, USA
Canada League Inc., an Ontario corporation 225 King St W, Suite 800, Toronto, ON

Canada

M5V 3M2

ATTN: COO

With a copy to:

notices@league.com

Ontario, and controlling Canadian Law Toronto, Ontario, Canada,

 

37. HIPAA Business Associate Terms

      1. Application. This section applies to only if You provide Services in the United States.
      2. Definitions. For the purposes of this section, the following definitions shall apply:
        “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103.“Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. Capitalized terms used in this section and not defined shall have the meaning given to them in the HIPAA Rules
      3. Obligations and Activities. Both You and Us hereby agree to, with respect to the Services provided through League Applications or to Customers:
        1. Not use or disclose Protected Health Information other than as permitted or required by the League Marketplace Agreement or as required by law; 
        2. Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 (Security Standards for the Protection of Electronic Protected Health Information) with respect to electronic Protected Health Information, to prevent use or disclosure of Protected Health Information other than as provided for by the League Marketplace Agreement; 
        3. Report to the other Party any use or disclosure of Protected Health Information not provided for by the League Marketplace Agreement of which it becomes aware, including breaches of unsecured Protected Health Information as required at 45 CFR 164.410, and any security incident of which it becomes aware, (collectively “breach”) within 48 hours after the relevant party  becomes aware of a breach. 
        4. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit Protected Health Information, in connection with the League Marketplace Agreement,  agree to the same restrictions, conditions, and requirements that apply to both You and Us with respect to such information; 
        5. Upon receipt of a request for access to an individual’s Protected Health Information made by, or on behalf of the individual, notify the other party within 5 business days after receiving the request. Each party will determine the response to be made to the individual as necessary to satisfy its obligations under 45 CFR 164.524. 
        6. Upon receipt of a request by an individual for amendment(s) of that individual’s Protected Health Information, notify the other party within 5 business days and make any amendment(s) to protected health information in a designated record set as directed or agreed to by the other party pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy obligations under 45 CFR 164.526, within 5 business days. 
        7. Maintain for 6 years the information required to provide an accounting of disclosures of Protected Health Information to the individual, if requested, as necessary to satisfy obligations under 45 CFR 164.528. Upon receipt of such a request, notify the other Party in writing, within 5 business days.  The other party shall determine the appropriate response consistent with its obligations under 45 CFR 164.528. 
        8. To the extent either party is to carry out one or more of its obligation(s) under Subpart E of 45 CFR Part 164, it shall comply with the requirements of Subpart E that apply in the performance of such obligation(s); and
        9. Make our respective internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules. 
      4. Permitted Uses and Disclosures: With respect to the Services provided through League Applications or to Customers:
        1. Either party may only use or disclose Protected Health Information as necessary to perform the Services set forth in the League Marketplace Agreement. Either party is authorized to use Protected Health Information to de-identify the information in accordance with 45 CFR 164.514 (a)-(c), ONLY if it requests and receives written permission from the other party. Any such permission shall specify the manner in which it will de-identify the information and any permitted uses and disclosures of the de-identified information. 
        2. You or Us may use or disclose Protected Health Information as required by law. 
        3. You and Us hereby agree to make uses and disclosures and requests for Protected Health Information consistent with minimum necessary policies and procedures. 
        4. You or Us may not use or disclose Protected Health Information in a manner that would violate Subpart E of 45 CFR Part 164, except for the specific uses and disclosures set forth herein.
        5. You or Us may use Protected Health Information for the proper management and administration of our respective business or to carry out legal responsibilities, provided the disclosures are required by law, or reasonable assurances are obtained from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies the other party of any instances of which it is aware in which the confidentiality of the information has been breached.
        6. You or Us may use Protected Health Information to de-identify the information in accordance with 45 CFR 164.514(a)-(c), ONLY if  written permission is requested from and received from the other party.
        7. You or Us may provide data aggregation services relating to the Services provided by You ONLY if You request and receive written permission from the other party.
      5. Privacy Practices and Restrictions
        1. Each party shall notify the other of any limitation(s) in the notice of privacy practices under 45 CFR 164.520, to the extent that such limitation may affect the use or disclosure of Protected Health Information. 
        2. We shall notify the other of any changes in, or revocation of, the permission by an individual to use or disclose his or her Protected Health Information, to the extent that such changes may affect Your use or disclosure of Protected Health Information. 
        3. Each party shall notify the other of any restriction on the use or disclosure of Protected Health Information that has been agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect the other party’s use or disclosure of Protected Health Information. 
      6. Termination. Upon termination of the League Marketplace Agreement or these  Marketplace T&Cs for any reason:
        1. We shall direct You to destroy or return to Us all Protected Health Information received from Us, or created, maintained, or received by Business on behalf of Us, that You still maintains in any form and You shall comply with such direction.   You shall retain no copies of the Protected Health Information; and
        2. You shall direct Us to destroy or return to You all Protected Health Information received from You, or created, maintained, or received by Business on behalf of You, that We still maintain in any form and We shall comply with such direction.   We shall retain no copies of the Protected Health Information.  

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