Master Practitioner Agreement

Governing Jurisdiction: Ontario, Canada Consistency: This Agreement forms part of, and must be read together with, the Terms of Service, the Privacy Policy, the Cookie Policy, the Acceptable Use Policy, the Master Host Agreement, the Click-Through Booking Agreement, and the Cancellation Policy. Defined terms, the dispute-resolution pathway, the limitation of liability, and the fee model are aligned across those documents. Capitalized terms used but not defined in this Agreement have the meanings given to them in the Terms of Service. Where this Agreement is silent, the Terms of Service govern.

Recitals

WHEREAS RoomaMD Inc. (operating as "RoomaMD", and referred to in this Agreement as "RoomaMD", "we", "us", "our", or the "Platform") operates a neutral online marketplace at roomamd.com that connects independent owners and operators of clinical premises ("Hosts") with healthcare professionals who wish to find, book, and pay for clinical space ("Practitioners");

WHEREAS the healthcare professional who accepts this Agreement (the "Practitioner") wishes to use the Platform to find, book, and pay for clinical premises in connection with the Practitioner's own professional practice;

WHEREAS RoomaMD is the venue that hosts the Listing, the Booking record, the payment-processing facilitation, the credential-sharing tools, and the dispute-resolution intake, and is NOT a party to the Booking contract formed between a Host and a Practitioner, NOT a real-estate broker, landlord, sublandlord, or agent, NOT a healthcare provider or clinic, and NOT a regulator; and

WHEREAS the Practitioner and RoomaMD wish to set out the continuing terms that govern the Practitioner's use of the Platform, separate from and in addition to the per-booking Click-Through Booking Agreement entered into between the Practitioner and a specific Host;

NOW THEREFORE, in consideration of the mutual covenants set out below, the parties agree as follows.

Section 1. Acceptance, Capacity, and Commercial Status

1.1 How this Agreement is accepted. The Practitioner accepts this Agreement by clicking "I Agree" (or an equivalent affirmative control) through the Platform's onboarding flow. This Agreement is accepted once, at onboarding, by click-to-acknowledge. No handwritten signature and no electronic-signature workflow is used. The Platform records a timestamped acceptance record that includes the accepting party's name, the date and time of acceptance, the IP address and user-agent, the agreement version, and the SHA-256 hash of the rendered agreement as accepted. RoomaMD retains that record as the authoritative legal-evidence record of the Practitioner's assent.

1.2 Validity of click-to-acknowledge. The Practitioner agrees that a timestamped click-to-acknowledge acceptance with the audit-trail particulars described in Section 1.1 is a valid and enforceable means of accepting this Agreement under Ontario contract law and the Electronic Commerce Act, 2000 (SO 2000, c 17), and constitutes a binding expression of the Practitioner's assent for the purposes of this Agreement.

1.3 Commercial status. The Practitioner acknowledges that it uses the Platform in the course of the Practitioner's profession or business, and not for a personal, family, or household purpose. To the extent this Agreement is not a "consumer agreement" within the meaning of the Consumer Protection Act, 2002 (SO 2002, c 30, Sched A), the cooling-off rights under that Act, including those at sections 28 and 43, do not apply to this Agreement or to Bookings facilitated through the Platform. If the Consumer Protection Act, 2023 (SO 2023, c 23, Sched 1) is proclaimed in force during the currency of this Agreement, this commercial-status acknowledgement is intended to survive and apply with equal force under the successor statute. To the extent the Practitioner is in fact acting as a consumer, nothing in this Agreement waives, limits, or purports to waive any right under the Consumer Protection Act, 2002 or any other applicable law that cannot be waived.

1.4 Capacity. The Practitioner warrants that the Practitioner is at least 18 years of age, has full legal capacity to enter into this Agreement, and, where the Practitioner accepts this Agreement on behalf of a professional corporation or other entity, has authority to bind that entity (in which case "Practitioner" includes that entity).

Section 2. Definitions

2.1 Definitions. In this Agreement, the following capitalized terms have the meanings set out below. Capitalized terms used but not defined in this Agreement have the meanings given to them in the Terms of Service.

• "Attested Registration" means the Practitioner's regulatory College and current registration number with that College, as attested by the Practitioner at onboarding under Section 15.
• "Booking" means a Confirmed Booking unless the context requires otherwise; it refers to the licensed use of a Premises arranged through the Platform.
• "Add-on Fee" means an optional, paid equipment or service item a Host offers on a Listing (for example, a massage table) that the Practitioner may add to a Booking, priced per booking, per hour, per day, or per week, and itemized on the booking summary. A per-hour, per-day, or per-week Add-on Fee scales with the booked duration like the Space Rate. Add-on Fees form part of the Host's supply. The Host is responsible for making the equipment or service available; RoomaMD does not track or guarantee inventory.
• "Booking Request" means a request the Practitioner submits through the Platform to book a Premises for a specified time, before the Host has accepted it.
• "Booking subtotal" means the sum of the Space Rate, the Cleaning Fee (where greater than zero), and the Add-on Fees (where any), excluding HST and the Service Fee.
• "Cancellation Policy" means the Cancellation Policy published by RoomaMD and in force at the time of the relevant Booking.
• "Cleaning Fee" means the cleaning fee published on a Listing, where greater than zero.
• "College" means each regulatory College established under the Regulated Health Professions Act, 1991 (SO 1991, c 18) having jurisdiction over the Practitioner's profession.
• "Confirmed Booking" means a Booking Request that the Host has accepted, at which point the Practitioner's payment authorization is captured.
• "Health Information Custodian" has the meaning given to it in section 3 of the Personal Health Information Protection Act, 2004 (SO 2004, c 3, Sched A) ("PHIPA").
• "HST" means Harmonized Sales Tax at thirteen percent (13%) charged under Part IX of the Excise Tax Act (RSC 1985, c E-15).
• "Listing" means a Host's published offer of a Premises on the Platform, including its description, amenity and suitability tags, pricing, and cancellation tier.
• "Personal Health Information" or "PHI" has the meaning given to "personal health information" in PHIPA.
• "Platform Fee" means RoomaMD's fee of twelve percent (12%) of the Booking subtotal (reduced to ten percent (10%) while the Host holds Starhost status, a discretionary promotional perk RoomaMD may change or withdraw), deducted from the Host's Payout as described in Section 10.
• "Premises" means the clinical space offered in a Listing and licensed to the Practitioner for the booked time.
• "Public Register" means the relevant College's free public register, the legally authoritative record of licensure under section 23 of the Health Professions Procedural Code (Schedule 2 to the Regulated Health Professions Act, 1991).
• "Rebooking Credit" means the one-time credit (currently CAD $50, valid for ninety (90) days from grant) that RoomaMD, at its expense, adds to the Practitioner's account following a Host-initiated cancellation, as further described in the Cancellation Policy.
• "Service Fee" means the payment-processing charge described in Section 10.1(d).
• "Space Rate" means the Host's published tier price for a Premises, multiplied by the booked units (or the flat tier price).
• "User" means a Host or a Practitioner.

Section 3. Nature of the Arrangement: Bare Licence to Occupy

3.1 Licence, not a lease. Each Booking made by the Practitioner through the Platform creates a bare licence to occupy the relevant Host's Premises for the booked time, and not a lease, sublease, tenancy, easement, or partnership of any kind. For the avoidance of doubt, this Agreement and each Booking made under it creates no tenancy interest (including any security of tenure), no leasehold estate, and no other real-property interest in favour of the Practitioner. The indicia of a licence rather than a lease (including the Practitioner's lack of exclusive possession, the Host's retained right of entry, the Host's scheduling of other practitioners into the same Premises, the short term, and the bundled provision of services) are addressed in the Master Host Agreement and are equally acknowledged by the Practitioner.

3.2 No commercial-tenancy remedies. The Practitioner shall not assert, in any forum, that any Booking made under this Agreement is a lease or tenancy governed by the Commercial Tenancies Act (RSO 1990, c L.7), and shall not invoke any remedy or jurisdiction of that Act in respect of any such Booking.

3.3 No agency, partnership, or joint venture. No partnership, joint venture, employment, agency, or fiduciary relationship arises between the Practitioner and the Host, between the Practitioner and RoomaMD, or between any of them and any patient of the Practitioner, by virtue of this Agreement or any Booking made under it. For the avoidance of doubt, and to pre-empt any ostensible-agency, deemed-reseller, or joint-venture argument: the Practitioner is not a service provider, employee, agent, or joint venture partner of RoomaMD; the Practitioner is not a service provider, employee, agent, or joint venture partner of any Host; no patient of the Practitioner is a service provider, employee, agent, or joint venture partner of RoomaMD or of any Host; and nothing the Practitioner does at any Premises is performed under RoomaMD's or any Host's direction, supervision, or control.

3.4 RoomaMD is the venue, not the counterparty. RoomaMD provides the marketplace, the Listing display, the Booking record, the payment-processing facilitation through its payment processor, the credential-sharing tools, and the dispute-resolution intake. Everything that occurs at the Premises, and every clinical, professional, and contractual obligation owed to a patient or to a Host, is the Practitioner's own responsibility. RoomaMD does not deliver, supervise, or control clinical care.

Section 4. Professional Standing: Warranty and Ongoing Duty

4.1 Continuing warranty of good standing. The Practitioner represents and warrants that, on the date the Practitioner accepts this Agreement and at all times during its currency:

• (a) where the Practitioner practises a profession that is regulated under the Regulated Health Professions Act, 1991 (SO 1991, c 18), the Practitioner is a regulated health professional registered in good standing with one or more of the regulatory Colleges established under that Act (each, the Practitioner's "College") having jurisdiction over the Practitioner's profession, including (without limitation):

  • College of Physicians and Surgeons of Ontario (CPSO)
  • College of Nurses of Ontario (CNO)
  • College of Registered Psychotherapists of Ontario (CRPO)
  • College of Physiotherapists of Ontario
  • College of Chiropractors of Ontario
  • College of Massage Therapists of Ontario (CMTO)
  • Royal College of Dental Surgeons of Ontario (RCDSO)
  • College of Optometrists of Ontario
  • College of Audiologists and Speech-Language Pathologists of Ontario (CASLPO)
  • or such other Ontario regulatory College as has jurisdiction over the Practitioner's profession;

• (a-bis) where the Practitioner's services are not regulated by a College under the Regulated Health Professions Act, 1991 (for example, a medical aesthetician, esthetician, or lash or laser technician), the Practitioner is lawfully authorized to provide those services and is solely responsible for confirming and maintaining that authorization, as further set out in Section 4.5;

• (b) where the Practitioner is College-regulated, the Practitioner's certificate of registration is current and is not subject to any suspension, restriction, term, condition, or limitation that has not been disclosed to RoomaMD in writing;

• (c) the Practitioner is not the subject of any active disciplinary, incapacity, or fitness-to-practise proceeding before the Practitioner's College or any other regulatory body that has not been disclosed to RoomaMD in writing;

• (d) where required by the Practitioner's College or by applicable law for the Practitioner's services, the Practitioner holds an active CPR or first-aid certification appropriate to the services the Practitioner intends to perform at booked Premises; and

• (e) all credentials and registration details the Practitioner provides to RoomaMD are true, accurate, and complete.

4.2 Duty to notify. The Practitioner shall notify RoomaMD in writing, within five (5) business days, of any:

• (a) suspension, restriction, term, condition, or limitation imposed on the Practitioner's certificate of registration;
• (b) commencement of any disciplinary, incapacity, or fitness-to-practise proceeding;
• (c) finding of professional misconduct, incompetence, or sexual abuse made by the Practitioner's College;
• (d) lapse, cancellation, or material reduction of any insurance or professional liability protection the Practitioner is required to maintain under Section 6; or
• (e) charge or conviction in respect of any offence relevant to the practice of the Practitioner's profession.

This Section 4.2 is a duty to notify only. It does not make RoomaMD the verifier, monitor, or guarantor of the Practitioner's professional standing, insurance, or compliance.

4.3 College standards govern. The Practitioner is, at all times, bound by the standards of practice, code of ethics, and practice guidelines of the Practitioner's College. Where any term of this Agreement, any per-booking agreement, or any Platform policy could be read in a manner inconsistent with the Practitioner's College's standards, the College's standards govern. Compliance with College standards is solely the Practitioner's responsibility. RoomaMD is not the Practitioner's compliance officer and does not assume any regulatory, supervisory, or quality-assurance role over the Practitioner's practice.

4.4 College-specific obligations. The Practitioner acknowledges the following obligations where applicable to the Practitioner's profession, in each case as the relevant standard, policy, or program may be amended, renamed, or replaced from time to time. The titles and figures cited below are illustrative; the Practitioner's duty is to comply with the current standard published by the Practitioner's College:

• (a) CPSO: the Medical Records Documentation policy (record content, location, accuracy, and a record-retention period of at least ten (10) years for adults and at least ten (10) years past the age of majority for minors), the Medical Records Management policy, the Confidentiality of Personal Health Information policy, the Closing a Medical Practice policy, and the Availability and Coverage policy.
• (b) Out-of-Hospital Premises Inspection Program (OHPIP): Schedule II and Schedule III procedures listed in the Out-of-Hospital Premises Inspection Program (O. Reg. 114/94 under the Medicine Act, 1991) may not be performed at any Premises that has not received a current OHPIP inspection. The Practitioner is solely responsible for confirming that the relevant Premises is OHPIP-inspected before booking for any such procedure.
• (c) RCDSO: the Standard of Practice: Infection Prevention and Control in the Dental Office and the premises and sterilization standards of the College.
• (d) CMTO: the Standard of Practice: Sensitive Areas of the Body, Communication, and Consent (draping, consent, and chaperone obligations) and the Standard of Practice: Record Keeping.
• (e) CRPO: the Professional Practice Standards for Registered Psychotherapists and the record-retention standard (a retention period of at least ten (10) years from the date of last interaction with the client).
• (f) CNO, CASLPO, College of Physiotherapists of Ontario, College of Chiropractors of Ontario, College of Optometrists of Ontario: the analogous standards of practice, codes of ethics, and record-keeping requirements published by each College from time to time.

4.5 Non-regulated practitioners. The Platform is open to practitioners whose services are not regulated by a College under the Regulated Health Professions Act, 1991 (for example, medical aestheticians, estheticians, and lash or laser technicians). Where the Practitioner is such a practitioner: (a) the Practitioner is solely responsible for confirming, and warrants, that the Practitioner is lawfully authorized to provide the services the Practitioner offers, including any municipal personal-services-setting or body-treatment licensing and any training, certification, or device authorization that applicable law, or the relevant device or product, requires; (b) the Practitioner shall not represent, imply, or hold out that the Practitioner is regulated by a College, or that any College's Public Register supports the Practitioner's services; and (c) RoomaMD does not assess, confirm, or guarantee any Practitioner's authorization, whether regulated or non-regulated — that confirmation is the Host's, exercised through the documents the Host requires under Section 15 and the Master Host Agreement.

4.6 Prohibited uses (Platform-wide floor) and gated uses. A room booked through the Platform is general clinical space; it is not a licensed or inspected facility. Accordingly, regardless of any amenity or suitability tag shown on a Listing, any Host's apparent willingness, or any equipment present at a Premises, the Practitioner shall not perform any of the following at any Premises booked through the Platform (the "Prohibited Uses"):

• (a) surgery of any kind, minor surgery, or any procedure requiring a dedicated procedure or operating suite;
• (b) any procedure performed under sedation or general or regional anaesthesia;
• (c) cosmetic or plastic surgery;
• (d) diagnostic imaging offered as a service (including ultrasound, CT, MRI, or nuclear medicine), and any use of an X-ray source except in a room that holds a current registration under the Healing Arts Radiation Protection Act (RSO 1990, c H.2);
• (e) intravenous (IV) therapy or infusion, unless the Premises is specifically equipped and staffed for it and the Practitioner is lawfully authorized to provide it;
• (f) pain or other injections performed under sedation;
• (g) fertility, endoscopy, dialysis, or sleep-study services;
• (h) blood draw or specimen collection;
• (i) dispensing of controlled substances or the operation of a pharmacy; and
• (j) oral or maxillofacial surgery, or any dentistry performed under sedation.

The Prohibited Uses are an absolute floor that no Host may waive and that no Listing tag, equipment, or consent overrides. Gated uses. Certain higher-risk but permitted uses — medical aesthetics and injectables (which may be performed only by a person lawfully authorized to perform them, such as a regulated injector or a person acting under a valid medical directive), general (non-surgical, non-sedation) dental operatory work, and in-office minor procedures performed without sedation — are permitted only where the Host requires, and the Practitioner provides, the documents the Host specifies, and the Host confirms the Practitioner's eligibility before accepting the Booking. The Practitioner shall perform only services that fall within the Practitioner's own lawful scope and authorization.

Section 5. Premises Suitability: Practitioner's Verification

5.1 Practitioner verifies suitability. The Practitioner is solely responsible for verifying that any Premises the Practitioner books is suitable for the Practitioner's intended scope of practice at that Booking, including:

• (a) the presence of any equipment, instruments, or supplies required for the procedures the Practitioner intends to perform;
• (b) the appropriateness of room layout, privacy, and acoustics for the type of clinical session;
• (c) the presence of any physical accessibility features the Practitioner's anticipated patients require;
• (d) the existence of any current OHPIP inspection where Schedule II or III procedures are intended; and
• (e) the suitability of the Premises under the Practitioner's College's standards.

5.2 Listing tags are the Host's representations. The amenity and suitability tags shown on a Listing are representations made by the Host under the Master Host Agreement. RoomaMD does not warrant the accuracy of those tags and does not represent that any Premises is suitable for any specific scope of practice, safe, compliant, or fit for any purpose. The Premises and the Listing information are made available on an AS-IS and AS-AVAILABLE basis, as set out more fully in Section 18 (Disclaimer of Warranties).

5.3 No practice beyond what the Premises supports. The Practitioner shall not perform at any Premises any procedure for which the Premises lacks any inspection, equipment, supply, or accessibility feature required under the Practitioner's College's standards or under applicable law. This Section 5 operates in addition to, and does not limit, the Prohibited Uses and gated-use requirements in Section 4.6.

5.4 Reporting discrepancies. Where the Practitioner becomes aware that a Premises does not match its listed amenities, suitability, or condition, the Practitioner shall promptly report the discrepancy to RoomaMD through the Platform's reporting function. The reporting windows and remedies that apply when a Premises is unsuitable on arrival, or is materially misrepresented, are set out in the Click-Through Booking Agreement and reflected in the valid-ground waivers in Section 11.5.

Section 6. Insurance: Minimum Standards (Practitioner Covenant)

6.1 Required coverage. Throughout the term of this Agreement, and following its termination for the period required by the Practitioner's College or otherwise reasonably available in the Practitioner's profession to respond to claims arising from services delivered during a Booking (which, where the Practitioner's coverage is claims-made, means maintaining appropriate tail, run-off, or extended-reporting protection), the Practitioner covenants to maintain in force:

• (a) Professional liability insurance or protection appropriate to the Practitioner's scope of practice, in the amounts and form required by the Practitioner's College and by any Host whose Listing requires proof of such coverage as a condition of booking. Where a Host requires additional-insured status, that requirement applies only to a Commercial General Liability policy or comparable premises or activity liability coverage where such an endorsement is available from the Practitioner's carrier, in which case the Practitioner shall name RoomaMD Inc. and the relevant Host as additional insureds for activity at the booked Premises. Nothing in this Agreement requires the Practitioner to name RoomaMD or a Host as an additional insured under a discretionary professional-liability protection arrangement (including Canadian Medical Protective Association assistance) or under any professional-liability policy that does not permit additional-insured status; in that case the Practitioner shall instead provide the evidence of coverage the Host reasonably requires. RoomaMD does not platform-mandate a fixed coverage amount for the Practitioner; the required amount is the higher of the Practitioner's College-mandated minimum and any amount a Host requires for that Host's Listing; and

• (b) Professional liability protection as required by the Practitioner's College. The College titles and figures listed below are illustrative of current College standards and are not platform-mandated minimums; the Practitioner's binding duty is to comply with the current standard published by the Practitioner's College, together with any higher amount a booking Host requires for that Host's Listing. RoomaMD does not verify these amounts and does not hard-block a Booking on them. By way of illustration only, current College standards include:

  • for physicians, current membership in good standing with the Canadian Medical Protective Association (CMPA) with "type of work" coverage appropriate to the procedures the Practitioner performs at booked Premises. The Practitioner acknowledges that CMPA assistance is a discretionary protection plan rather than a contract of insurance, and that RoomaMD has disclosed this distinction;
  • for registered nurses and nurse practitioners, professional liability protection of not less than CAD $5,000,000 per claim, as required by the College of Nurses of Ontario by-laws;
  • for registered psychotherapists, professional liability insurance of not less than CAD $1,000,000 per occurrence and CAD $3,000,000 in the aggregate, as required by the CRPO Professional Liability Insurance Standard;
  • for dentists, professional liability insurance as required by the RCDSO by-laws;
  • for physiotherapists, chiropractors, massage therapists, optometrists, audiologists, and speech-language pathologists, professional liability protection consistent with the requirements of the relevant College, with a minimum of CAD $2,000,000 per claim and CAD $4,000,000 in the aggregate where the College does not specify a higher minimum;
  • for any other regulated health professional, the higher of the College-mandated minimum and the limits set out in the immediately preceding bullet.

6.2 Sharing with Hosts who require it. Where a Host requires evidence of professional liability protection (or any other coverage) for that Host's Listing, the Practitioner shall share the relevant certificate of insurance (or equivalent CMPA membership confirmation) with that Host through the Platform's credential viewer, with the Practitioner's consent, in accordance with Section 15. Credential sharing is host-driven and per-listing; the obligation to share with a particular Host arises only where that Host requires it for the Host's Listing.

6.3 RoomaMD does not verify or monitor coverage. RoomaMD does not verify, monitor, track, or confirm the existence, adequacy, or currency of the Practitioner's insurance or professional liability protection, and is not responsible for any lapse, gap, or insufficiency. The obligation to obtain and maintain coverage, and to share it where a Host requires it, rests solely with the Practitioner. Where RoomaMD becomes aware, through any means, that the Practitioner's required coverage has lapsed or been materially reduced, RoomaMD may, in its discretion and on a reactive basis, suspend the Practitioner's ability to make new Bookings under Section 16, and may reinstate that ability on receipt of evidence of restored coverage. This is a discretionary, reactive right and does not create any duty on RoomaMD to detect or police coverage.

6.4 No adequacy representation. Nothing in this Agreement is a representation by RoomaMD that the limits set out in this Section are adequate for the Practitioner's particular practice. The Practitioner should consult a qualified insurance broker, or the Practitioner's College, to determine appropriate coverage levels.

Section 7. Patient Acquisition: Practitioner Brings Their Own

7.1 No patient referral by RoomaMD. RoomaMD does not refer, supply, recommend, or generate patients to or for the Practitioner. The Platform is a marketplace for clinical premises only. The Practitioner brings the Practitioner's own patients to spaces booked through the Platform.

7.2 No misrepresentation of RoomaMD's role. The Practitioner shall not represent to any patient, prospective patient, third-party payor, or member of the public that RoomaMD provides clinical services, refers patients, or recommends practitioners. The Practitioner shall not include any RoomaMD branding, mark, or naming in any patient-facing communication in a manner that could reasonably be interpreted as a representation of clinical service provision by RoomaMD.

7.3 No solicitation of patients through the Platform. The Practitioner shall not solicit patient referrals from any other Platform user (Host or Practitioner) through the Platform's communication features, including in-Platform messaging, listing inquiries, public listing reviews, or any other channel made available by the Platform. The Practitioner brings the Practitioner's own patients and shall not use the Platform as a patient-acquisition channel. A breach of this Section 7.3 is a material breach for the purposes of Section 16.

7.4 No fee-splitting, kickback, or referral payment. The Practitioner represents and covenants that the payment of the Space Rate, the Cleaning Fee, the Add-on Fees, the HST, and the Service Fee, and the deduction of the Platform Fee from the Host's Payout, are bona fide payments for the licensed use of clinical space and for the platform services RoomaMD supplies, and are not in any part a payment for, or consideration for, the referral of any patient. No amount payable in connection with any Booking constitutes a fee split, kickback, rebate, or referral fee that is prohibited by the Practitioner's College or by applicable law, and the Practitioner shall not enter into any arrangement with a Host that would cause it to do so. The Practitioner is solely responsible for ensuring that the Practitioner's use of the Platform complies with the Practitioner's College's conflict-of-interest, fee-splitting, and self-referral rules.

7.5 Off-Platform acquisition is unrestricted. Nothing in this Section 7 prevents the Practitioner from using non-Platform channels (the Practitioner's own website, professional referrals, College-listed directories, and advertising consistent with College advertising rules) to acquire patients independently of the Platform.

7.6 No exclusivity. The Practitioner is not subject to any geographic, exclusivity, or non-competition restriction by virtue of this Agreement. Subject only to the anti-circumvention covenant in Section 8, the Practitioner remains free to use any rental, sublease, or shared-space arrangement available outside the Platform that was not introduced to the Practitioner through the Platform.

Section 8. Anti-Circumvention

8.1 Restraint. The Practitioner shall not, for a period of twelve (12) months following any Booking or first introduction to a Host through the Platform, directly or indirectly solicit, encourage, accept, arrange, or facilitate an off-Platform rental, licence, sublease, room-use, or substantially similar arrangement with that Host for the same or substantially similar Premises, with the intent or effect of avoiding the Platform Fee, except (a) through the Platform, (b) with RoomaMD's prior written consent, or (c) where the Practitioner and the Host had a pre-existing direct relationship that is independently documented and predates the first Platform introduction.

8.2 Carve-outs. The restraint in Section 8.1 does not apply to: (i) an emergency or one-off arrangement where the Platform is unavailable and a clinical commitment to a patient requires immediate accommodation, provided the Practitioner reports the arrangement to RoomaMD within seven (7) days; (ii) an arrangement expressly approved in writing by RoomaMD; or (iii) any rental, sublease, or shared-space arrangement with a host, landlord, or premises that was not introduced to the Practitioner through the Platform.

8.3 Liquidated damages cross-reference. A breach of this Section 8 is also addressed by the liquidated-damages provision of the Click-Through Booking Agreement, and by the Acceptable Use Policy. RoomaMD may, in addition to its other rights and remedies under this Agreement (including suspension and termination under Section 16), recover the Platform Fees that would have been earned had the off-Platform arrangement been processed through the Platform.

8.4 Severability and acknowledgement of the restraint. If a discrete word, phrase, sentence, or sub-clause in this Section 8 can be removed without adding to, rewriting, or materially changing the restraint, that discrete portion is severed and the remainder of this Section continues in force; the parties do not intend this Section to authorize notional severance, judicial rewriting, or any expansion of the restraint beyond the words actually agreed. The Practitioner acknowledges that the restraint in this Section 8, as narrowed by the carve-outs in Section 8.2, is necessary to protect RoomaMD's legitimate commercial interest in the integrity of its marketplace, is reasonable in temporal scope (twelve months), in subject-matter scope (off-platform arrangements with the same Host for the same or substantially similar Premises undertaken to avoid the Platform Fee), and in remedy, and is not a non-compete in restraint of trade.

Section 9. PHI Guardrails: No Patient Information on the Platform

9.1 The Platform is not a channel for clinical care or PHI. The Practitioner shall not transmit, store, input, upload, post, or otherwise place into the Platform any Personal Health Information within the meaning of PHIPA. The Practitioner shall ensure that all booking notes, in-Platform messages, listing inquiries, support requests, and any other communications through the Platform are de-identified. The Platform is not a permitted channel for delivering clinical care or exchanging PHI.

9.2 Examples of forbidden content. Without limiting Section 9.1, the following must not be placed into the Platform: a patient's first or last name; a patient's initials in a context that allows identification; OHIP card numbers or any other health-insurance numbers; dates of birth; medical-record numbers; postal codes finer than the first three characters; diagnoses; prescription names or dosages; ICD-10, SNOMED CT, or other diagnostic codes; clinical observations; treatment plans; appointment specifics combined with any other identifier; photographs of patients, their records, or their belongings; or any combination of attributes that could identify a specific patient even without explicit naming. The Platform shows a send-time reminder, in the Practitioner's own browser, that recognizes common PHI patterns and prompts the Practitioner to review before sending; this reminder runs client-side, its results are not transmitted to or recorded by RoomaMD, it does not delay, restrict, or block delivery, and RoomaMD does not conduct server-side monitoring of message content for PHI. Persistent violations result in suspension under Section 16 and, where required by law or College rule, notification to the Practitioner's College.

9.3 The Practitioner is the custodian; RoomaMD and Hosts are not. The Practitioner is a Health Information Custodian within the meaning of PHIPA section 3 in respect of all PHI generated during the Practitioner's clinical practice, including practice at any Premises booked through the Platform. Neither RoomaMD nor any Host is a Health Information Custodian, an Agent (PHIPA section 2), an Electronic Service Provider, or a Health Information Network Provider (O. Reg. 329/04, section 6) in respect of that PHI, and the Practitioner shall not, by act, omission, or characterization, cause RoomaMD or any Host to become any of those things.

9.4 PHIPA penalties and indemnity. PHIPA provides for significant offence fines and administrative monetary penalties for breaches of that Act, which the Information and Privacy Commissioner of Ontario and the courts may impose against an individual or an organization. The Practitioner shall indemnify RoomaMD and any affected Host against any PHIPA penalty, fine, finding, claim, or proceeding levied against RoomaMD or that Host by reason of the Practitioner's act, omission, or breach of this Section 9, except to the extent the penalty, fine, finding, claim, or proceeding is caused by RoomaMD's own act, omission, or breach. This indemnity does not extend to any penalty or fine levied against RoomaMD for RoomaMD's own breach of PHIPA.

9.5 Consent to handling of suspected PHI. The Practitioner consents to RoomaMD's removal, redaction, or quarantine of any content reasonably suspected of containing PHI, and to RoomaMD's logging of the fact of removal with content sufficient to identify the affected message. RoomaMD will limit its retention of suspected PHI to what is reasonably necessary for safety, abuse-review, and legal-compliance purposes, and will handle any retained content in accordance with the Privacy Policy.

Section 10. Fees, Payment Authorization, and Taxes

10.1 What the Practitioner pays. For each Booking, the Practitioner's bill always itemizes the following rows, which always sum exactly to the total the Practitioner pays:

• (a) Space Rate: the Host's published tier price for the Premises, multiplied by the booked units (or the flat tier price).
• (b) Cleaning Fee: the Listing's cleaning fee, shown only where it is greater than zero.
• (c) Add-on Fees: each optional Add-on Fee the Practitioner selected, itemized as its own line; a per-hour, per-day, or per-week Add-on Fee is multiplied by the booked duration. Add-on Fees appear only where the Practitioner selected one or more add-ons.
• (d) HST: Harmonized Sales Tax at thirteen percent (13%), calculated on the Booking subtotal (the sum of the Space Rate, the Cleaning Fee, and the Add-on Fees). HST is charged on every Booking, regardless of the individual Host's HST-registration status, under the pass-through collection model described in Section 10.6, under which RoomaMD collects HST on the Host's supply at point of sale and the collected HST flows to the Host in the Host's Payout. RoomaMD does not collect or remit that HST as the Host's agent and does not remit it on the Host's behalf.
• (e) Service Fee: a payment-processing charge of two and nine-tenths percent (2.9%) of the sum of the Booking subtotal and the HST, plus CAD $0.30. The Service Fee is collected to cover the cost of processing the Practitioner's payment and is shown as a separate line so the Practitioner can see exactly what is charged.

The total the Practitioner pays is the sum of rows (a) through (e). All amounts are in Canadian dollars and are computed and stored in integer cents.

10.2 Platform Fee comes from the Host, not the Practitioner. RoomaMD's Platform Fee is twelve percent (12%) of the Booking subtotal (the sum of the Space Rate, the Cleaning Fee, and the Add-on Fees) (reduced to ten percent (10%) while the Host holds Starhost status, a discretionary promotional perk RoomaMD may change or withdraw). The Platform Fee is deducted from the Host's Payout and is not a separate line on the Practitioner's bill. The Practitioner does not pay the Platform Fee.

10.3 Authorization at request; capture on acceptance. When the Practitioner submits a Booking Request, the Practitioner's payment card is authorized (placed on hold) for the booking total. The card is not charged at that time. When the Host accepts the request, the authorization is captured (charged) and the Booking Request becomes a Confirmed Booking. If the Host declines the request, or the request expires without acceptance, the hold is released and the Practitioner is not charged. No Service Fee or other processing charge is incurred on a request that is not accepted.

10.4 Multi-month bookings: installments on the saved card. A multi-month Booking is split into calendar-aligned monthly segments. The first month is captured when the Host accepts the request. Each later month is automatically charged, off-session, to the Practitioner's saved payment card at the start of that month's segment, and each segment is paid out separately to the Host. By submitting a multi-month Booking Request and saving a payment card, the Practitioner authorizes RoomaMD and its payment processor to charge that card, off-session, for each scheduled segment of the Booking. A cancelled month moves no money. The Practitioner shall keep a valid payment card on file for the duration of any multi-month Booking; a failed off-session charge may, after reasonable retry, result in cancellation of the affected segment or segments under the Cancellation Policy.

10.5 Refunds. Refunds, where they apply, are processed in accordance with the Cancellation Policy in force on the Booking. The Practitioner has no right to a refund except as provided in the Cancellation Policy, in this Agreement, in the Click-Through Booking Agreement, or as required by law. The Service Fee is non-refundable, except that on a full-refund path RoomaMD absorbs the corresponding processing cost so that the Practitioner receives the full Booking subtotal (Space Rate, Cleaning Fee, and Add-on Fees) and HST back; on a partial-refund or no-refund path the Service Fee is retained. The HST, the Cleaning Fee, and the Add-on Fees are refunded in lockstep with the Space Rate, in proportion to the refund tier (the same refund band), consistent with section 232 of the Excise Tax Act (RSC 1985, c E-15).

10.6 HST collection mechanism (pass-through collection). Under the marketplace-facilitator (distribution-platform operator) provisions of the Excise Tax Act (the provisions in force since 1 July 2021), RoomaMD collects HST on the Host's supply of the Premises at the point of sale on every Booking, regardless of whether the individual Host is HST-registered. The HST collected on the Host's supply flows to the Host in the Host's Payout; the Host (not RoomaMD) files and remits that HST to the Canada Revenue Agency on the Host's own return. RoomaMD does not hold that HST in trust and does not remit it on the Host's behalf. RoomaMD separately charges and remits its own HST (thirteen percent (13%) of the Platform Fee) on the platform service RoomaMD supplies. This Section describes RoomaMD's compliance position and the collection mechanism only; it is not tax advice, and the Practitioner and Host should each obtain their own tax advice.

10.7 The Practitioner's own taxes. The Practitioner is solely responsible for any income, sales, or other taxes arising from the Practitioner's professional activity, including any Goods and Services Tax or Harmonized Sales Tax under Part IX of the Excise Tax Act on taxable supplies the Practitioner makes to patients or third-party payors. RoomaMD does not collect or remit such taxes on the Practitioner's behalf and does not advise on tax matters.

Section 11. Bookings, Cancellations, and No-Shows

11.1 Honouring bookings. The Practitioner shall honour Confirmed Bookings, attend the Premises during the booked time, and use the Premises only for the scope of practice described in the Confirmed Booking and within the Practitioner's College authority.

11.2 Three-tier framework. Each Listing carries one of three published cancellation tiers (Flexible, Moderate, or Strict) selected by the Host. The tier shown to the Practitioner at booking confirmation is locked for that Booking. The refund bands, valid-ground carve-outs, payment-processing treatment, and anti-abuse rules are set out in the Cancellation Policy in force at the time of the Booking and are reproduced on the booking summary. In overview only:

• Flexible: the most practitioner-friendly refund bands.
• Moderate: the Platform default bands.
• Strict: the most host-protective bands.

The specific refund bands for each tier are defined in the Cancellation Policy in force at the time of the Booking and reproduced on the Practitioner's booking summary. The Practitioner should not rely on this overview without consulting the booking summary. If any summary in this Agreement conflicts with the Cancellation Policy displayed at booking confirmation, the booking-confirmation version controls for that Booking.

11.3 Universal grace period. A Booking may be cancelled with a full refund within twenty-four (24) hours after booking confirmation, regardless of tier, provided the Booking was made at least seven (7) days before the booking start time. A Host may, for the Host's own Listing, lower this lead-time requirement to forty-eight (48) hours. Where a Booking is made inside the applicable lead-time window, the grace period does not apply.

11.4 What is not a valid Practitioner cancellation reason. Cancellations on the following grounds are treated under the standard tier schedule with no forfeiture waiver:

• (a) patient no-show or patient cancellation (the Practitioner manages the Practitioner's own patients);
• (b) the Practitioner's own scheduling error or double-booking;
• (c) the Practitioner's inability to reach the Premises for reasons within the Practitioner's control (traffic, transit, route planning);
• (d) the Practitioner's change of plans, buyer's remorse, or preference change; or
• (e) clinical-workflow problems that originate on the Practitioner's side and are not attributable to the Premises or to RoomaMD.

11.5 Valid Practitioner cancellation grounds (forfeiture waived). Cancellations on the following grounds are treated as valid: the booking fee is fully refunded and no tier-based forfeiture applies. The Practitioner's calendar nonetheless remains blocked for the booked time:

• (a) the Practitioner's illness or injury preventing practice, with medical documentation;
• (b) the Practitioner's family medical emergency or bereavement, with documentation;
• (c) a regulatory College order, restriction, suspension, or disciplinary direction that legally prevents performance of the Booking, provided the Practitioner may not rely on this ground where the restriction arose from the Practitioner's fraud, wilful misconduct, avoidable non-compliance, or failure to maintain required professional standing;
• (d) force majeure as defined in Section 22 (pandemic, natural disaster, government order, utility failure, and the like);
• (e) a RoomaMD platform issue that prevents the Booking from being honoured;
• (f) the Practitioner arriving at the Premises and finding it unsuitable through no fault of the Practitioner (water leak, broken equipment, non-functional accessibility feature contrary to the Listing, and the like), reported within the on-arrival window set out in the Click-Through Booking Agreement. This is treated as a host-side cancellation under the Cancellation Policy, the Host's cancellation-charge schedule applies, and the Practitioner additionally receives the one-time Rebooking Credit specified in the Cancellation Policy (currently CAD $50, valid for ninety (90) days from grant); and
• (g) material misrepresentation of the Premises by the Host, discovered after entry and reported within the post-entry reporting window set out in the Click-Through Booking Agreement.

11.6 Anti-abuse cap. The Practitioner's invocation of valid grounds under Section 11.5 is capped at four (4) instances per rolling twelve (12) months. The fifth and any subsequent invocation in any rolling twelve-month window automatically triggers a RoomaMD operations review and may, at RoomaMD's discretion, result in operational sanctions, including suspension or account deactivation, regardless of whether each individual invocation was independently valid. The Practitioner acknowledges that pattern-based abuse of the valid-grounds carve-outs undermines Host trust and Platform integrity.

11.7 Reschedule instead of cancel. The Practitioner may request to move a Confirmed Booking to a different available slot at the same Listing, and the Host may approve or decline within the response window shown on the request (currently twenty-four (24) hours). Where the Host approves, no cancellation forfeiture applies and the Booking moves to the new slot. An approved reschedule is re-priced at the Host's then-current rates for the new dates, times, or scope, and is treated as a new Confirmed Booking that supersedes the original, as set out in the Click-Through Booking Agreement. Where the new slot is priced lower than the original, the difference is refunded to the Practitioner. Where the new slot is priced higher, the Platform does not collect the additional amount on the reschedule; to take a higher-priced slot the Practitioner must instead cancel the original Booking (with the cancellation tier forfeiture in Sections 11.2 through 11.6 applying to that original Booking) and submit a new Booking Request for the higher-priced slot. Where the Host declines, the Practitioner may either keep the original Confirmed Booking or proceed with cancellation under Sections 11.2 through 11.6. Reschedule requests do not count against either party's cancellation history. Reschedule is request-and-approve only: the Practitioner cannot move a Confirmed Booking unilaterally.

11.8 No-shows. A Practitioner who fails to attend a Confirmed Booking (a "no-show") is treated as having cancelled at the booked start time and forfeits any refund the cancellation tier would otherwise have permitted. Repeated no-shows are escalated under Section 16.

11.9 Booking communications. RoomaMD may send the Practitioner pre-booking reminders (currently anticipated at forty-eight (48) hours and twenty-four (24) hours before the booking start) and post-booking confirmations through the Platform and by email. RoomaMD does not communicate with the Practitioner's patients. The Practitioner is solely responsible for confirming, reminding, or rescheduling with the Practitioner's own patients. RoomaMD does not collect, request, or knowingly retain patient PHI and is not a channel for it (see Section 9).

11.10 House rules and College precedence. The Practitioner shall use the Premises in a manner that respects the Host's reasonable house rules (noise, scheduling buffers, common-area conduct), provided that those house rules do not conflict with the Practitioner's College's standards. Where any conflict arises, the Practitioner's College's standards prevail; the Practitioner shall not perform at the Premises and shall notify RoomaMD.

Section 12. Records Custodianship and Retention

12.1 Practitioner's records are the Practitioner's. The Practitioner remains the Health Information Custodian for, and is solely responsible for, all records created during clinical practice at any Premises booked through the Platform, including chart notes, prescriptions, consents, imaging, and billing records.

12.2 Retention standards. The Practitioner shall comply with the record-keeping standards of the Practitioner's College, in each case as the relevant standard may be amended, renamed, or replaced from time to time, including:

• (a) for physicians, the CPSO Medical Records Documentation policy and its retention requirement (a retention period of at least ten (10) years for adult patients and at least ten (10) years past the age of majority for minors);
• (b) for registered psychotherapists, the CRPO record-retention standard (a retention period of at least ten (10) years from the date of last interaction with the client);
• (c) for other regulated health professionals, the analogous record-keeping and retention requirements of the Practitioner's College.

12.3 Departure and closure. On departure from the Platform, or on the closure of the Practitioner's practice, the Practitioner shall maintain a documented plan for record retention, transfer, or destruction in accordance with the CPSO Closing a Medical Practice policy or the analogous College policy, as amended from time to time. RoomaMD is not a custodian of the Practitioner's records and does not assume any obligation to retain them.

Section 13. Privacy and Personal Information (PIPEDA)

13.1 PIPEDA applies to Host personal information the Practitioner handles. The Practitioner's collection, use, and disclosure of personal information about Hosts (including contact information shared in the booking flow and listing communications) through the Platform is subject to the Personal Information Protection and Electronic Documents Act (SC 2000, c 5) ("PIPEDA").

13.2 Limits on use. The Practitioner shall use Host personal information solely for purposes reasonably related to the booking relationship, and shall not:

• (a) sell, rent, or trade Host personal information;
• (b) use Host personal information for marketing or solicitation outside the booking relationship; or
• (c) transfer Host personal information to any third party except where required for a legitimate operational purpose and subject to appropriate confidentiality obligations.

13.3 Breach notification. In the event of a breach of security safeguards involving Host personal information held by the Practitioner, the Practitioner shall:

• (a) notify RoomaMD without delay and in any event within seventy-two (72) hours of becoming aware of the breach;
• (b) cooperate with RoomaMD's investigation and remediation; and
• (c) cooperate with any required notification to the Office of the Privacy Commissioner of Canada and to affected individuals under PIPEDA section 10.1 and the Breach of Security Safeguards Regulations (SOR/2018-64), where the breach poses a real risk of significant harm.

13.4 PHIPA obligations are separate. Nothing in this Agreement diminishes the Practitioner's separate and parallel obligations under PHIPA in respect of patient PHI, which obligations apply to the Practitioner's records regardless of where they are stored.

13.5 Independent controllers. With respect to Host personal information processed by the Practitioner in the course of the booking relationship, the Practitioner and RoomaMD each act as independent controllers within the meaning of PIPEDA and the Act respecting the protection of personal information in the private sector (Quebec, CQLR c P-39.1), and not as joint controllers. The Practitioner is solely responsible for the Practitioner's compliance with the privacy and data-protection laws applicable to the Practitioner's processing, including the Practitioner's obligations as a Health Information Custodian under PHIPA in respect of patient records, which obligations are not modified or assumed by RoomaMD.

Section 14. CASL Compliance

14.1 CASL applies. Canada's Anti-Spam Legislation (SC 2010, c 23) ("CASL") regulates the sending of commercial electronic messages ("CEMs") to electronic addresses in Canada.

14.2 No CEMs to Platform-sourced addresses without independent consent. The Practitioner shall not use any electronic address obtained through the Platform (including a Host's email, mobile number, or in-app message identifier) to send CEMs, except as expressly permitted by CASL or unless the Practitioner has obtained valid express or implied consent under CASL sections 10 or 66 from the recipient through means independent of the Platform.

14.3 Transactional messages. Booking-related transactional messages sent by RoomaMD on behalf of the Practitioner fall within the exemptions in CASL section 6(6) and section 3 of the Electronic Commerce Protection Regulations (SOR/2013-221).

14.4 Patient-facing CEMs. The Practitioner shall ensure that any patient-facing CEM the Practitioner sends from any source (including appointment reminders, marketing communications, and educational newsletters) complies with CASL where applicable. RoomaMD is not responsible for the Practitioner's CASL compliance in respect of patient communications.

14.5 Anti-remarketing covenant. The Practitioner shall not, directly or indirectly, engage in any marketing or solicitation communication with any Host (or any other Practitioner) introduced through the Platform (including the Practitioner's own newsletter, clinic announcements, or continuing-education events) unless the recipient has provided express written consent through a channel independent of the Platform. Consent obtained through any RoomaMD-provided surface is treated, for the purposes of this Section 14.5, as not having been obtained for the Practitioner's marketing use.

Section 15. Anti-Discrimination, Attested Registration, Credential Sharing, and Host-Driven Review

15.1 No discriminatory refusal of service. The Practitioner shall not refuse service to any patient or prospective patient on any ground prohibited by section 1 of the Human Rights Code (RSO 1990, c H.19) (the "Ontario Human Rights Code"), including race, ancestry, place of origin, colour, ethnic origin, citizenship, creed, sex, sexual orientation, gender identity, gender expression, age, marital status, family status, or disability, except where a refusal is permitted by the Practitioner's College's standards (for example, where a scope-of-practice mismatch makes treatment inappropriate).

15.2 No discriminatory selection of Premises. The Practitioner shall not select Hosts or Premises through the Platform on the basis of any Code-protected ground in a manner that would, in substance, function as a refusal of service to specific patient groups (for example, declining bookings only at Premises serving patient demographics differentiated by Code-protected grounds). The Practitioner's affirmative duties under the Practitioner's College's anti-discrimination, professional-conduct, and non-abandonment standards (where applicable) apply with full force regardless of this Section.

15.3 Self-attestation and the Public Register link. At onboarding, the Practitioner attests the Practitioner's regulatory College and current registration number with that College (together, the "Attested Registration"). The Attested Registration is a continuing representation that shall be true and current at all times during the Practitioner's use of the Platform. The Platform displays the Attested Registration on the Practitioner's profile alongside a one-click deep link to the relevant College's free Public Register, which is the legally authoritative record of licensure under section 23 of the Health Professions Procedural Code (Schedule 2 to the Regulated Health Professions Act, 1991). RoomaMD does not perform Primary Source Verification of the Attested Registration; the Public Register is the authoritative source, and each Host and Practitioner relies on its own review of it.

15.4 Credential sharing with the Practitioner's consent. The Practitioner may, and where a Host requires it for that Host's Listing the Practitioner shall, share with that Host the following documents in order to complete a Booking:

• (a) the Practitioner's current certificate of registration;
• (b) the Practitioner's current professional liability protection certificate (CMPA membership confirmation for physicians; the College-mandated equivalent for other regulated professions);
• (c) where applicable, College-specific documentation (CMPA "type of work" coverage confirmation, or an OHPIP inspection certificate where the Practitioner intends to perform Schedule II or III procedures); and
• (d) any specialty-specific certifications the Practitioner wishes to make available to Hosts.

Credential documents are shared only with the Practitioner's explicit consent, given at the time of sharing. The Practitioner authorizes RoomaMD to store these documents securely and to make a shared document available to a Host only through the Platform's audit-logged, watermarked credential viewer, and only where the Practitioner has consented to share it for that Host's Listing. The Practitioner may revoke a Host's ongoing access to the Practitioner's credential documents at any time through the Practitioner's dashboard, subject to the Host's right to retain a watermarked copy of the credentials the Host actually reviewed in connection with an accepted Booking, as described in the Terms of Service. Credential documents are personal information handled under PIPEDA with consent, access logging, and watermarking.

15.5 Host-driven credential review. Booking on the Platform is gated by the Host, not by RoomaMD. Each Host configures the credentials it requires from Practitioners for its Listing. When the Practitioner submits a Booking Request, the Host reviews the Practitioner's shared credentials before deciding to accept or decline. RoomaMD does not adjudicate whether the Practitioner's credentials are sufficient for any Listing; that determination is the Host's.

15.6 RoomaMD's right to check the Public Register. RoomaMD may, at any time and without further notice, look up the Practitioner's Attested Registration on the relevant College's Public Register, including in the course of any cancellation, refund, or reservation-issue review, in the course of any matter before the courts of Ontario, or in response to a complaint against the Practitioner. Where RoomaMD discovers, through such a lookup or through any other means, that the Practitioner's registration is inactive, suspended, restricted, or otherwise materially different from what the Practitioner has attested, RoomaMD may suspend the Practitioner's account immediately under Section 16.

15.7 No platform Primary Source Verification. Apart from the limited Public-Register lookup described in Section 15.6, RoomaMD does not perform Primary Source Verification of the Practitioner's identity, registration, insurance, or other credentials, and makes no representation that the Practitioner is licensed, in good standing, or qualified for any Booking. The Practitioner shall not represent to any Host that RoomaMD has verified any credential beyond what the Platform expressly states.

15.8 Credential expiry reminders are a convenience only. RoomaMD may send the Practitioner reminder notifications before a credential document the Practitioner has uploaded is scheduled to expire. These reminders are a convenience and a courtesy only: the Practitioner's obligation to maintain current registration, insurance, and any other required credentials under Sections 4 and 6 exists independently of whether a reminder is sent, received, or delivered, and RoomaMD does not guarantee the timeliness or delivery of any reminder. RoomaMD does not automatically block a Booking when a credential expires; whether to accept a Booking Request based on the credential documents the Practitioner has shared is the Host's decision under Section 15.5.

15.9 Licence to profile and credential-thumbnail content. The Practitioner grants RoomaMD a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, reproduce, adapt (for formatting and display), and display the public-facing content the Practitioner chooses to make visible on the Practitioner's RoomaMD profile (such as a display name, professional title, biography, and profile photograph) for the purposes of operating, securing, and promoting the Platform, including on RoomaMD's own marketing and social-media channels (such as Instagram, Facebook, LinkedIn, X, and similar platforms), across any media now known or later developed. The Practitioner acknowledges that, under this licence, the Practitioner's public profile content may appear in RoomaMD marketing and on RoomaMD social-media accounts. This licence does not extend to credential documents shared through the audit-logged, watermarked viewer under Section 15.4, which RoomaMD uses only for the host-review purpose described there, and it ends for new uses (subject to RoomaMD's reasonable wind-down of materials already in circulation) when the Practitioner removes the content or closes the account.

Section 16. Suspension and Termination

16.1 Grounds for suspension or termination. RoomaMD may, on written notice (which may be by email to the address on file), suspend or terminate the Practitioner's account on the occurrence of any of the following:

• (a) suspension, restriction, or revocation of the Practitioner's certificate of registration;
• (b) any finding of professional misconduct, incompetence, or sexual abuse by the Practitioner's College;
• (c) any breach of Section 9 (PHI Guardrails) or Section 11 (Bookings) involving safety risk to a patient or a Host;
• (d) where RoomaMD becomes aware of a lapse, cancellation, or material reduction of any insurance or professional liability protection the Practitioner is required to maintain under Section 6;
• (e) fraud, misrepresentation, identity falsification, or impersonation;
• (f) any breach of Section 7.3 (no patient solicitation through the Platform) or Section 8 (Anti-Circumvention);
• (g) repeated late cancellations or no-shows;
• (h) repeated substantiated quality complaints from Hosts;
• (i) abusive, threatening, or offensive behaviour toward a Host, a patient, or RoomaMD personnel; or
• (j) any other breach of this Agreement, the Terms of Service, or the Acceptable Use Policy.

16.2 Notice and opportunity to cure. Before exercising RoomaMD's right to suspend or terminate under Section 16.1, RoomaMD will provide the Practitioner with a written notice of its intention to do so, identifying the ground and providing the Practitioner with an opportunity to cure within fifteen (15) days of the notice (or such longer period as RoomaMD may, in its reasonable discretion, allow).

16.3 Immediate suspension for cause. Despite Section 16.2, RoomaMD may suspend or terminate the Practitioner's account immediately and without prior notice where the ground for suspension constitutes: (i) suspension, restriction, or revocation of the Practitioner's certificate of registration; (ii) any finding of professional misconduct, incompetence, or sexual abuse by the Practitioner's College; (iii) any breach of Section 9 or Section 11 involving safety risk to a patient or a Host; (iv) fraud, misrepresentation, identity falsification, or impersonation; (v) any incident exposing RoomaMD or other Users to a material risk of third-party liability; or (vi) any incident that may cause serious harm to other Users.

16.4 Termination by the Practitioner. The Practitioner may terminate this Agreement at any time on thirty (30) days' written notice. Confirmed Bookings outstanding at the date of termination shall be honoured by the Practitioner or cancelled in accordance with the Cancellation Policy.

16.5 Convenience termination by RoomaMD. Without limiting Section 16.1 or Section 16.4, RoomaMD may terminate this Agreement for any reason by providing the Practitioner with thirty (30) days' written notice. During the notice period, the Practitioner's Confirmed Bookings shall be honoured or cancelled in accordance with the Cancellation Policy.

16.6 Effect of termination. On termination by either party:

• (a) the Practitioner's profile shall be deactivated;
• (b) audit-log entries pertaining to the Practitioner shall be preserved, severed, anonymized, or deleted in accordance with the retention schedule in the Privacy Policy and applicable law;
• (c) the Practitioner shall comply with the Practitioner's College's record-retention obligations independently of the Platform's retention; and
• (d) the provisions identified in Section 23.7 shall survive termination.

Section 17. Indemnification and Third-Party Beneficiaries

17.1 The Practitioner's indemnity. The Practitioner shall indemnify, defend, and hold harmless RoomaMD, its affiliates, and their respective officers, directors, employees, and agents, and (where applicable) any Host whose Premises the Practitioner has used, from and against any and all claims, demands, actions, proceedings, losses, damages, costs (including reasonable legal fees on a full-indemnity basis), and expenses arising out of or in connection with each of the following, except to the extent the claim is directly caused by RoomaMD's fraud, wilful misconduct, gross negligence, or breach of this Agreement, or by the indemnified Host's negligence, misrepresentation, or breach of the Master Host Agreement:

• (a) any breach of PHIPA or other privacy or confidentiality law caused by the Practitioner's act or omission, including in respect of patient PHI generated during the Practitioner's use of any Premises;
• (b) any clinical malpractice claim by a patient of the Practitioner;
• (c) any College disciplinary, fitness-to-practise, or incapacity proceeding;
• (d) any misrepresentation of professional standing, scope, or insurance;
• (e) any tax claim or assessment arising from the Practitioner's failure to comply with Section 10;
• (f) any misuse of Host personal information in breach of Section 13;
• (g) any CASL claim arising from the Practitioner's CEM activity in breach of Section 14; and
• (h) any other breach of this Agreement.

17.2 RoomaMD's indemnity. RoomaMD's indemnity obligations to the Practitioner, if any, are limited to direct damages arising from RoomaMD's gross negligence or wilful misconduct, and are subject to the limitation of liability in Section 19.

17.3 Defence control. RoomaMD may, in its sole discretion, control the defence of any claim for which RoomaMD is entitled to indemnification under Section 17.1, including the selection of counsel and the conduct and settlement of the matter. The Practitioner shall not settle any indemnified claim in a manner that admits fault by RoomaMD, imposes any obligation on RoomaMD, or affects RoomaMD's rights, without RoomaMD's prior written consent. The Practitioner shall provide RoomaMD with reasonable cooperation in the defence and shall make available, at the Practitioner's expense, the Practitioner's personnel and documents reasonably necessary for that defence.

17.4 Third-party beneficiaries. The Practitioner agrees that, although a Host is not a party to this Agreement, the indemnities, releases, and limitations in this Agreement that are expressed to run for the benefit of a Host (including Sections 9.4, 17.1, 18, and 20) are intended to benefit, and may be enforced by, the relevant Host as an intended third-party beneficiary. RoomaMD's affiliates and their respective officers, directors, employees, and agents are likewise intended beneficiaries of the indemnity, release, and limitation provisions expressed to run for RoomaMD's benefit. No other person is an intended beneficiary of this Agreement. RoomaMD may enforce, waive, or settle any such provision on behalf of an intended beneficiary without that beneficiary's consent.

Section 18. Disclaimer of Warranties

18.1 Platform provided AS IS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, EACH LISTING, AND EACH PREMISES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. ROOMAMD DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

18.2 No warranty of premises, compliance, or licensure. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROOMAMD DOES NOT WARRANT, AND MAKES NO REPRESENTATION OR CONDITION, THAT ANY HOST OR ANY PREMISES IS LAWFUL, SAFE, SUITABLE, OR FIT FOR ANY CLINICAL OR OTHER PURPOSE; THAT ANY PREMISES COMPLIES WITH ANY HEALTH, SAFETY, ACCESSIBILITY, ZONING, BUILDING, FIRE, OR HEALTHCARE-PREMISES LAW OR STANDARD; THAT ANY LISTING INFORMATION OR AMENITY TAG IS ACCURATE OR COMPLETE; OR THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. ROOMAMD DOES NOT WARRANT THE LICENSURE, REGISTRATION, GOOD STANDING, OR QUALIFICATIONS OF ANY USER. AS SET OUT IN SECTION 15, ROOMAMD DOES NOT PERFORM PRIMARY SOURCE VERIFICATION, AND THE COLLEGE PUBLIC REGISTER, NOT ROOMAMD, IS THE AUTHORITATIVE TRUST SIGNAL FOR LICENSURE.

18.3 Survival of mandatory protections. Nothing in this Section 18 limits or excludes any warranty, condition, or right that cannot be limited or excluded under applicable law, including under the Consumer Protection Act, 2002 (Ontario) to the extent it applies. Where any such warranty or condition is implied by law and cannot be excluded, RoomaMD's liability for its breach is limited to the maximum extent permitted by Section 19.

Section 19. Limitation of Liability

19.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROOMAMD'S AGGREGATE LIABILITY TO THE PRACTITIONER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF:

• (a) the total amounts (excluding refunds) the Practitioner paid through the Platform in the twelve (12) months preceding the event giving rise to the claim; or
• (b) CAD $5,000.

19.2 No indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF PATIENT RELATIONSHIPS, LOST BUSINESS OPPORTUNITY, LOST GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.3 Carve-outs. The limitations in Sections 19.1 and 19.2 do not apply to:

• (a) liability for fraud or fraudulent misrepresentation;
• (b) liability for wilful misconduct;
• (c) liability for gross negligence;
• (d) death or personal injury caused by RoomaMD's negligence;
• (e) liability for breach of confidentiality (Sections 9, 13, and 14);
• (f) liability arising from the indemnification obligations in Section 17; or
• (g) any liability that cannot be limited or excluded under applicable law, including under the Consumer Protection Act, 2002 (Ontario) to the extent it applies.

19.4 The Practitioner's professional liability is unaffected. Nothing in this Agreement limits or excludes the Practitioner's professional liability to the Practitioner's patients. The Practitioner remains, at all times, the party legally and ethically responsible for clinical care delivered to the Practitioner's patients.

Section 20. Release of Inter-User and Patient Claims

20.1 Release. Because RoomaMD is a neutral venue and is not a party to the Booking contract or to any clinical relationship, the Practitioner releases RoomaMD, its affiliates, and their respective officers, directors, employees, and agents from any and all claims, demands, damages, losses, and liabilities of every kind, whether known or unknown, arising out of or in connection with (a) the Practitioner's interactions or dealings with any Host or any other User, including the condition, suitability, safety, or availability of any Premises and any act or omission of a Host, and (b) the Practitioner's interactions or dealings with any patient of the Practitioner, including the delivery of clinical care. Claims of those kinds shall be brought by the Practitioner against the Host, other User, or patient concerned, and not against RoomaMD.

20.2 Scope of the release. This release does not apply to any claim arising from RoomaMD's own fraud, wilful misconduct, gross negligence, or breach of this Agreement, to death or personal injury caused by RoomaMD's negligence, and does not waive any right that cannot be waived under applicable law, including under the Consumer Protection Act, 2002 (Ontario) to the extent it applies. This release is in addition to, and does not limit, the limitation of liability in Section 19.

Section 21. Dispute Resolution

21.1 Notice of Dispute and good-faith negotiation. The parties shall use commercially reasonable efforts to resolve any dispute arising out of or in connection with this Agreement through good-faith negotiation. Either party may initiate that process by serving a written Notice of Dispute on the other party. The Notice shall contain: (i) the sending party's name and address; (ii) the email address associated with the sending party's RoomaMD account; (iii) the booking reference number or numbers to which the dispute relates (if any); (iv) a description of the complaint sufficient to permit the receiving party to investigate; (v) the resolution the sending party seeks; and (vi) the sending party's signature or, where the Notice is sent electronically, the typed legal name of the sender. The Notice shall be sent by email to legal@roomamd.com (for notices to RoomaMD) or to the email on file (for notices to the Practitioner), with read-receipt or delivery confirmation requested. The parties shall negotiate in good faith for at least thirty (30) days from receipt of the Notice before proceeding under Section 21.2, and shall use commercially reasonable efforts to resolve the dispute within sixty (60) days of receipt of the Notice. Limitation periods otherwise applicable to the dispute under the Limitations Act, 2002 (Ontario) are tolled during the sixty-day resolution window.

21.2 Non-binding mediation. If negotiation does not resolve the dispute, the parties shall submit the dispute to non-binding mediation administered by a mediator drawn from the Ontario Bar Association ADR Section roster, with the mediation to be held in Toronto, Ontario, or by videoconference, at the parties' mutual election. Each party shall bear its own costs in the mediation; the mediator's fee shall be shared equally.

21.3 Courts. If mediation under Section 21.2 does not resolve the dispute within sixty (60) days of submission, either party may commence proceedings in the Ontario Superior Court of Justice, sitting in Toronto, which shall have exclusive jurisdiction over the dispute, subject only to such appellate jurisdiction as is available under Ontario law. There is no mandatory binding arbitration under this Agreement.

21.4 Interim relief and mandatory reporting. Despite the foregoing, either party may at any time apply to a court of competent jurisdiction for interim or interlocutory injunctive relief, without first satisfying Sections 21.1 and 21.2, where necessary to preserve the status quo or to prevent irreparable harm. RoomaMD may also report any matter it is required by law to report (including PHIPA breaches involving safety risk) without going through this dispute-resolution process.

21.5 No mandatory arbitration; no class-action waiver. This Agreement does not require either party to submit any dispute to binding arbitration, and does not waive any right to participate as a representative or member of a class action, consolidated proceeding, or representative proceeding. Disputes remain subject to the Notice of Dispute, good-faith negotiation, non-binding mediation, and court process set out in this Section 21, except that either party may seek urgent interim relief under Section 21.4. Nothing in this Section prevents either party from bringing an individual claim in the Ontario Small Claims Court within that court's monetary jurisdiction.

Section 22. Governing Law and Jurisdiction

22.1 Governing law. This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws principles.

22.2 Forum. Subject to Section 21, the parties irrevocably attorn to the exclusive jurisdiction of the courts of Ontario sitting in Toronto in respect of any dispute arising out of or in connection with this Agreement.

22.3 CISG excluded. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Section 23. Force Majeure and General Provisions

23.1 Force majeure: excused performance. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations not affected by the force majeure event) where the failure or delay is caused by an event beyond the party's reasonable control, including acts of God; epidemic or pandemic; war, terrorism, or civil unrest; fire, flood, earthquake, or other natural disaster; utility failure or telecommunications outage; and any binding act, order, or restriction of a government authority. The party affected by a force majeure event shall give prompt written notice to the other party, take all reasonable steps to mitigate the effects of the event, and resume performance as soon as reasonably practicable after the event abates. If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate this Agreement on written notice without further liability, except for obligations that accrued before the event. This force-majeure provision governs the obligations between the Practitioner and RoomaMD only; it does not excuse, suspend, or modify any obligation under any Click-Through Booking Agreement between the Practitioner and a Host, which agreement contains its own force-majeure clause. For the avoidance of doubt, "force majeure" does not include economic hardship, changes in market conditions, insufficiency of funds, or the Practitioner's or the Host's loss of a connected payment account.

23.2 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

23.3 No waiver. No failure or delay by a party in exercising any right under this Agreement constitutes a waiver of that right. No waiver of any provision is effective unless in writing and signed (which, for the Practitioner, may be by the Platform's click-to-acknowledge mechanism) by the waiving party.

23.4 Entire agreement and order of precedence. This Agreement, together with the Terms of Service, the Cancellation Policy in force from time to time, and the per-booking Click-Through Booking Agreement applicable to a specific Booking, constitutes the entire agreement between the Practitioner and RoomaMD in respect of the Practitioner's participation in the Platform, and supersedes any prior representation, agreement, or understanding (whether written or oral) on that subject matter. The order of precedence among the documents is as set out in the Terms of Service: the Click-Through Booking Agreement controls the booking-specific particulars shown at checkout for a Booking, this Agreement controls the continuing relationship between the Practitioner and RoomaMD (including cancellation obligations, limitation of liability, indemnification, and dispute resolution), and the Terms of Service control any matter not governed by a more specific document.

23.5 Amendment. RoomaMD may amend this Agreement on thirty (30) days' written notice to the Practitioner (which notice may be delivered by email to the address on file or by in-Platform notification). Continued use of the Platform after the effective date of an amendment constitutes acceptance of the amended Agreement. The Practitioner may terminate under Section 16.4 if the Practitioner does not accept an amendment.

23.6 Assignment. The Practitioner shall not assign or transfer this Agreement, or any rights or obligations under it, without RoomaMD's prior written consent. RoomaMD may assign this Agreement to any affiliate or successor in connection with a corporate reorganization, sale of substantially all assets, or change of control, on written notice to the Practitioner.

23.7 Survival. Sections 2, 4 (to the extent of any post-termination notify duty), 6 (to the extent of the post-termination insurance tail in Section 6.1), 7, 8, 9, 12, 13, 14, 17, 18, 19, 20, 21, 22, and 23 (and any other provision that by its nature is intended to survive) shall survive termination of this Agreement.

23.8 Notices. All notices required or permitted under this Agreement shall be in writing and delivered by email to the address on the recipient's account profile or, for RoomaMD, to legal@roomamd.com. Notice is deemed received on the business day following transmission, in the absence of a non-delivery report.

23.9 Independent contractor. The Practitioner is an independent contractor in respect of the Platform. Nothing in this Agreement creates an employment, agency, partnership, or joint-venture relationship between the Practitioner and RoomaMD, between the Practitioner and any Host, or between the Practitioner and any patient of any other Practitioner.

23.10 Electronic acceptance. This Agreement may be accepted by the Practitioner's click-to-acknowledge interaction with the Platform's onboarding flow. Each timestamped acceptance record captured by the Platform (per Section 1.1) is deemed an original and is the authoritative evidence of the Practitioner's assent; no handwritten signature is required.

23.11 Language. The English version of this Agreement is the authoritative version. A French translation may be made available for reference; in the event of any conflict between the English and French versions, the English version prevails. The French translation will be prepared with the assistance of a French legal professional before public launch; until then, this Agreement is published in English only.

Acceptance Block

By clicking "I Agree" through the Platform's onboarding flow, the Practitioner represents and warrants that the Practitioner has read, understood, and agrees to be bound by the terms of this Master Practitioner Agreement; that the Practitioner is lawfully authorized to provide the services the Practitioner offers and, where the Practitioner is regulated by a College, is a regulated health professional in good standing with the College named in the Practitioner's profile; that the Practitioner will not perform any of the Prohibited Uses set out in Section 4.6 at any Premises booked through the Platform; that the credentials the Practitioner has provided to RoomaMD are accurate; and that the Practitioner has had the opportunity to seek independent legal advice before accepting.

RoomaMD records this acceptance electronically, capturing the accepting party's name, the date and time of acceptance, the IP address and user-agent, the agreement version, and the SHA-256 hash of the agreement as accepted. That record is the authoritative evidence of the Practitioner's assent; no handwritten signature is required.