Governing Jurisdiction: Ontario, Canada Consistency: Read with the Privacy Policy, Cookie Policy, Acceptable Use Policy, Master Host Agreement, Master Practitioner Agreement, Click-Through Booking Agreement, and Cancellation Policy. Where a term defined here is used in those documents, it carries the same meaning unless that document defines it differently for its own purposes.
Plain-language summary (not part of the binding terms)
RoomaMD operates an online marketplace that connects two kinds of independent users: Hosts, who list clinical space, and Practitioners, who book it. We are the venue. We are not a party to the booking, not a landlord or broker or agent, not a healthcare provider, and not a regulator. We do not verify any Practitioner's licence and we do not warrant that any space is safe or compliant. Each side runs its own checks and relies on the College's public register. We collect payment through Stripe, collect tax on every booking, charge Hosts a fee, and offer dispute help. The binding rules follow. This summary is here to orient you, not to override anything below.
Section 1. Definitions
In these Terms of Service (the "Terms"), the following capitalized terms have the meanings set out below. Other capitalized terms are defined where they first appear.
1.1 "RoomaMD", "we", "us", "our", and the "Platform" mean RoomaMD Inc., the operator of the online marketplace at roomamd.com and of the related applications, services, and features.
1.2 "Host" means a User who lists Premises on the Platform. "Practitioner" means a health or wellness professional — whether or not regulated by a College under the Regulated Health Professions Act, 1991 — who books, or seeks to book, Premises on the Platform. "User", "you", and "your" mean any person who accesses or uses the Platform, including a Host, a Practitioner, and a visitor who browses without an account. A single User may hold both the Host and Practitioner roles.
1.3 "Premises" means the clinical space offered in a Listing. "Listing" means a Host's published offer of Premises on the Platform.
1.4 "Booking Request" means a Practitioner's request to book Premises for a stated time. "Confirmed Booking" means a Booking Request that the Host has accepted. "Booking" means a Booking Request or a Confirmed Booking, as the context requires.
1.5 "College" means the Ontario (or other Canadian) regulatory College that governs a Practitioner's health profession. "Public Register" means the College's free, publicly accessible register of its members.
1.6 "Space Rate" means the price a Host sets for the use of Premises. "Cleaning Fee" means the optional per-booking cleaning charge a Host may set. "Add-on Fee" means an optional, paid equipment or service item a Host offers on a Listing that a Practitioner may add to a Booking, priced per booking, per hour, per day, or per week; the Host is responsible for making it available, and RoomaMD does not track inventory. "Booking subtotal" means the sum of the Space Rate, the Cleaning Fee, and the Add-on Fees, excluding HST and the Service Fee. "HST" means the Harmonized Sales Tax under the Excise Tax Act (RSC 1985, c E-15). "Service Fee" means the payment-processing fee shown to the Practitioner. "Platform Fee" means RoomaMD's fee, deducted from the Host's Payout. "Payout" means the amount RoomaMD transfers to a Host for a Confirmed Booking.
1.7 "Content" means any text, image, document, review, message, listing detail, or other material that a User submits, uploads, or transmits through the Platform.
1.8 "Personal Health Information" or "PHI" means personal health information within the meaning of the Personal Health Information Protection Act, 2004 (Ontario) ("PHIPA").
1.9 The "Master Agreements" means, collectively, the Master Host Agreement and the Master Practitioner Agreement. The "Marketplace Agreements" means, collectively, these Terms, the Privacy Policy, the Cookie Policy, the Acceptable Use Policy, the Master Agreements, the Click-Through Booking Agreement, and the Cancellation Policy.
Section 2. The Marketplace Relationship (RoomaMD's role)
2.1 Neutral intermediary and venue. RoomaMD operates an online marketplace that lets independent Hosts and independent Practitioners find one another, communicate, agree on terms, and transact. RoomaMD provides the listing surface, search, messaging, the credential viewer, payment facilitation through Stripe, and dispute intake. Everything that happens at the Premises, and the substance of every booking, is between the Host and the Practitioner.
2.2 RoomaMD is not a party to the Booking. RoomaMD is not a party to any rental, licence, occupancy, or service arrangement between a Host and a Practitioner. The contract for the use of Premises is formed directly between the Host and the Practitioner on the terms of the Listing, the applicable Master Agreement, and the Click-Through Booking Agreement. RoomaMD is not bound by, and assumes no liability under, that contract.
2.3 What RoomaMD is not. RoomaMD is not, and does not act as, any of the following: a real estate broker, real property agent, landlord, sublandlord, tenant, lessor, lessee, property manager, healthcare provider, clinic, medical practice, health information custodian for clinical care, regulator, College, employment agency, recruitment service, staffing agency, insurer, lender, or trustee. RoomaMD is not a payment intermediary other than in its capacity as a platform operating through Stripe Connect as described in these Terms.
2.4 No agency, employment, partnership, or joint venture. For greater certainty: Hosts and Practitioners are not RoomaMD's service providers, employees, agents, or joint venture partners; no Practitioner is the service provider, employee, agent, or joint venture partner of any Host (or any Host of any Practitioner) by reason of using the Platform; no patient of any Practitioner is the service provider, employee, agent, or joint venture partner of RoomaMD or of any Host; and nothing a Host or a Practitioner does at any Premises is performed under RoomaMD's direction, supervision, or control. No partnership, joint venture, agency, fiduciary, or employment relationship arises between RoomaMD and any User by virtue of these Terms or any Booking.
2.5 No licence verification, no Primary Source Verification. RoomaMD does not perform Primary Source Verification of any Practitioner's identity, registration, licence, insurance, certifications, or other credentials, and makes no representation that any Practitioner is licensed, registered, insured, qualified, or in good standing. The Platform surfaces what a Practitioner has self-attested and, where a Practitioner shares them, the documents the Practitioner uploads; it does not verify the truth of any of it. The Public Register is the authoritative record of a Practitioner's registration status under the Regulated Health Professions Act, 1991 (Ontario), and the Platform provides a one-click deep link to it as a convenience.
2.6 No premises warranty. RoomaMD does not inspect, certify, or warrant that any Premises is safe, lawful, accessible, sanitary, equipped, insured, zoned, or fit for any clinical use. Host insurance and premises representations are self-attested by the Host. The optional "RoomaMD Verified" listing badge, where granted, reflects only RoomaMD's review of a Host-submitted walkthrough; it is a quality signal, not a warranty of safety, licensure, compliance, or fitness, and its absence does not indicate a deficiency.
2.7 Not a health information custodian. RoomaMD is not a "health information custodian" within the meaning of section 3 of PHIPA, is not a "health information network provider" or "electronic service provider" within the meaning of Ontario Regulation 329/04, and has no clinical role. The Platform is not a channel for delivering clinical care or for transmitting PHI. Practitioners remain the custodians of their own patient records.
2.8 Facilitation for consideration. RoomaMD facilitates Bookings for consideration, namely the Platform Fee described in Section 8. The total amount displayed to a Practitioner at booking time combines the amount payable for the use of the Premises (the Booking subtotal — Space Rate, Cleaning Fee where applicable, and Add-on Fees where any — and HST) and the Service Fee, as itemized under Section 8.1. The Platform Fee is charged to and retained from the Host, as described in Section 8.
Section 3. Eligibility and Accounts
3.1 Eligibility. You must be at least eighteen (18) years of age and able to form a binding contract under Ontario law to use the Platform. Where you use the Platform on behalf of a corporation, partnership, clinic, or other entity, you represent that you are authorized to bind that entity, and "you" includes that entity.
3.2 Account registration. You create an account using an email address and password or through a supported single sign-on provider, and you confirm your email address. You agree to provide information that is true, accurate, current, and complete, and to keep it so.
3.3 Account security. You are responsible for safeguarding your credentials and for all activity under your account. You agree to notify us promptly at support@roomamd.com if you suspect unauthorized access.
3.4 Roles. A User may register as a Host, as a Practitioner, or, after onboarding in one role, add the second role to the same account. The obligations specific to each role are set out in the applicable Master Agreement.
3.5 Instant onboarding and publishing. Completing onboarding makes an account active immediately. Publishing a Listing takes it live immediately. RoomaMD does not operate a pre-approval queue or a pre-publication review of Practitioners, Hosts, or Listings, and does not represent that any account or Listing has been vetted, approved, or verified by RoomaMD before it goes live. The only review RoomaMD performs is the optional listing-badge review described in Section 2.6.
3.6 Acceptance. By creating an account, by acknowledging any Marketplace Agreement, or by using the Platform in any way, you accept and agree to be bound by these Terms and by every other Marketplace Agreement that applies to your activity.
3.7 Refusal of service. RoomaMD may decline to provide, or may discontinue providing, the Platform to any person, and may refuse, restrict, or remove any account or Listing, subject to Section 12 (Suspension and Termination) and to applicable law.
Section 4. Practitioner Use
4.1 Searching and booking. Practitioners may search Listings and submit Booking Requests, subject to each Listing's availability, pricing, Cancellation Policy tier, and the credentials the Host has chosen to require. Search results are ordered by a range of factors that may change over time, which may include relevance to the query, location, Listing completeness and quality, Host responsiveness, and prior Platform activity. RoomaMD does not guarantee that any particular Listing will appear, rank, or remain available.
4.2 Self-attestation and the Public Register. At onboarding, a Practitioner self-attests the Practitioner's College and current registration number. The Platform displays that information alongside a one-click deep link to the Public Register, which is the authoritative source on the Practitioner's registration status. RoomaMD does not confirm the truth of any self-attestation.
4.3 Host-gated credential review. Each Host decides which credentials it requires for its Listing and reviews any documents a Practitioner shares through the Platform's watermarked, audit-logged credential viewer before accepting a Booking Request. RoomaMD does not decide whether any Practitioner's credentials are sufficient for any Listing; that decision belongs to the Host alone.
4.4 Booking forms a direct contract. A Confirmed Booking forms a direct contract between the Practitioner and the Host for a bare licence to occupy the Premises for the booked time, on the terms of the Listing, the applicable Master Agreement, and the Click-Through Booking Agreement. That contract creates no tenancy interest (including any security of tenure), no leasehold estate, and no other real property interest. RoomaMD is not a party to it.
4.5 Practitioner responsibility. The Practitioner is solely responsible for confirming, before any clinical use begins, that the Premises is suitable for the Practitioner's intended scope of practice and that all College, statutory, insurance, and premises-inspection prerequisites are met. The Practitioner remains solely responsible at all times for the conduct of clinical practice at any Premises and for every patient the Practitioner brings to the Premises. Certain clinical uses are prohibited on the Platform, and certain higher-risk uses are permitted only where the Host requires documentation and confirms eligibility, as set out in the Acceptable Use Policy and the Master Practitioner Agreement. Where the Practitioner is not regulated by a College, the Practitioner is responsible for confirming its own lawful authorization to provide its services, which the Host confirms through the documents it requires. The Master Practitioner Agreement governs these obligations in detail.
4.6 Assumption of clinical risk. The Practitioner acknowledges that healthcare practice carries inherent clinical, legal, financial, and reputational risk, and that booking or using Premises through the Platform does not transfer any of that risk to RoomaMD.
Section 5. Host Use
5.1 Listing Premises. A Host may list Premises the Host owns or lawfully controls, for booking by Practitioners. As a condition of hosting, the Host represents on a continuing basis that the Host:
- (a) has the lawful right to license the Premises for the booked clinical use, whether as owner or as a tenant or sublessee with the necessary landlord, condominium, or strata consent;
- (b) maintains commercial general liability insurance with a licensed Canadian insurer in an amount not less than CAD $2,000,000 per occurrence and CAD $2,000,000 in the aggregate, on an occurrence basis, naming RoomaMD Inc. (and, where the policy permits, the Practitioners using the Premises) as additional insureds. RoomaMD recommends, but does not require, coverage of CAD $5,000,000 for higher-risk Premises such as procedure suites, cosmetic-injectable rooms, and high-traffic premises;
- (c) complies with all applicable zoning, municipal, building-code, fire-code, accessibility, occupational-health-and-safety, and College premises requirements that apply to the Premises and its clinical use; and
- (d) completes Stripe Connect onboarding in order to receive Payouts.
5.2 Insurance is self-attested. The Host's insurance and premises representations are self-attested. RoomaMD does not verify or approve a Host's insurance, authorization, zoning, or premises condition as a precondition of listing, and does not warrant any of them. RoomaMD may send expiry reminders and may act reactively on credible reports, but the absence of platform verification means each Practitioner relies on its own review and on the Host's representations.
5.3 Accurate Listings. The Host shall publish and maintain accurate Listings, including a true and current description, photographs that fairly represent the current condition of the Premises, accurate amenity and suitability tags, accurate availability, and accurate pricing. The Host shall promptly update any information that becomes inaccurate, including lapses or reductions in insurance, changes in equipment, and changes in zoning or building authorization. The Host shall not list Premises that cannot lawfully be used for the clinical purpose advertised, shall not list, tag, or accept a Booking for any use prohibited under the Acceptable Use Policy, and shall confirm a Practitioner's eligibility for any document-gated use before accepting, as set out in the Master Host Agreement.
5.4 Independent operator. The Host operates independently and is not an employee, agent, partner, joint venturer, or franchisee of RoomaMD. RoomaMD does not direct or control the Host's day-to-day operations. The Host is solely responsible for compliance with all federal, provincial, and municipal law applicable to listing and licensing clinical Premises, including tax, employment, occupational-health-and-safety, accessibility, and zoning law.
5.5 Credential review obligations. For each Listing, the Host shall configure the credentials it requires, review any documents a Practitioner shares through the credential viewer before accepting or declining a Booking Request, and make its own determination as to whether those credentials are sufficient for the Host's space and risk posture. The Host shall not download, screenshot, export, retransmit, or republish a Practitioner's credential documents outside the audit-logged viewer, except by retaining a watermarked copy through the function the Platform provides for the Host's records. The Host shall not remove or obscure any watermark and shall handle every credential document in accordance with applicable privacy law. The Master Host Agreement governs these obligations in detail.
5.6 No reliance on Platform display as a warranty. The Host shall not treat any information the Platform displays about a Practitioner as a warranty by RoomaMD. The Public Register link-out is provided as a convenience and points to the College's own authoritative record.
Section 6. Bookings, Cancellations, and Disputes
6.1 Booking lifecycle. A Practitioner submits a Booking Request, and the Practitioner's card is authorized (held, not charged) at that time. When the Host accepts, the authorization is captured and the Booking is confirmed. When the Host declines or the request expires, the hold is released and no charge is made. For multi-month stays, the stay is split into calendar-aligned monthly segments: the first segment is captured on acceptance, later segments are charged automatically on the saved card at the start of each segment, and each segment is paid out separately. A cancelled segment moves no money.
6.2 Per-booking acknowledgement. Before a Booking Request is placed, the Practitioner acknowledges the Click-Through Booking Agreement, which governs that specific Booking. Acknowledgement is by timestamped, audit-logged click. The Platform does not use electronic-signature services or wet signatures for any agreement.
6.3 Cancellations and refunds. Each Listing carries one of three Cancellation Policy tiers (Flexible, Moderate, or Strict), shown before booking and locked at confirmation. A universal grace period and a set of valid-ground waivers also apply. The Cancellation Policy sets out the tiers, the grace period, the waivers, the anti-abuse limits, the practitioner-protection and host-cancellation rules, and the worked refund math. Where a refund is due, HST, any Cleaning Fee, and any Add-on Fees are refunded in proportion to the refunded Space Rate (in the same refund band) under section 232 of the Excise Tax Act; the Service Fee is non-refundable except where RoomaMD elects to absorb it on a full-refund path.
6.4 RoomaMD's role in cancellations and disputes. RoomaMD's role is limited to applying the policy schedule, facilitating the resulting refund, and offering dispute help. RoomaMD does not adjudicate the conduct or correctness of clinical care. A dispute about a completed or no-show Booking may be opened from the booking detail page within forty-eight (48) hours of the scheduled booking end; a dispute arising from a cancellation outcome (a cancellation appeal) may be opened within seven (7) days of the cancellation. RoomaMD aims to respond within two (2) business days. An outcome may adjust a refund, waive a host charge, or refer a matter for review.
6.5 Refund recoupment. Where a Practitioner receives a refund on a Confirmed Booking, the refund amount is recovered from the Host, including by deducting it from future Payouts and, where future Payouts are insufficient, by direct demand to the Host, in each case as set out in the Master Host Agreement. A Practitioner is not exposed to a double-payment risk arising from any dispute between RoomaMD and a Host.
6.6 De-listing does not cancel Bookings. De-listing, hiding, unpublishing, or archiving a Listing removes it from search and stops new Booking Requests, but does not cancel or release any existing Confirmed Booking or pending Booking Request; those Bookings continue on their original terms. A Host cannot delete a Listing that has pending or upcoming Bookings; to exit a Confirmed Booking, the Host must cancel it individually, in which case the Cancellation Policy (refund to the Practitioner plus the Host cancellation charge) applies.
Section 7. Reviews
7.1 Double-blind reviews. After a completed Booking, RoomaMD may invite both the Host and the Practitioner to review one another. Reviews are double-blind: neither side sees the other's review until both have been submitted or the review window closes.
7.2 Review standards. A review must be truthful, must relate to the reviewer's own experience, must not contain PHI or personal information about any third party, and must comply with the Acceptable Use Policy. RoomaMD may remove or annotate a review that contains PHI, that is defamatory or unlawful, that constitutes off-Platform solicitation, or that otherwise violates these Terms.
7.3 Reviews are opinions. Reviews are Content created by Users. RoomaMD does not verify their accuracy. A review reflects the personal opinion of its author and not the views of RoomaMD. A disputed review may be raised through the dispute process, and RoomaMD retains discretion to remove or annotate a review after review.
Section 8. Fees and Taxes
8.1 What the Practitioner pays. A Practitioner's bill always itemizes the following, summing exactly to the total: (a) the Space Rate; (b) the Cleaning Fee, where the Host has set one greater than zero; (c) each Add-on Fee the Practitioner selected, where any, itemized as its own line (a per-hour, per-day, or per-week add-on multiplied by the booked duration); (d) HST at thirteen percent (13%), calculated on the Booking subtotal (the sum of the Space Rate, any Cleaning Fee, and any Add-on Fees); and (e) the Service Fee, calculated as 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 the card-processing fee; it is paid to and retained by the payment processor and is not retained by RoomaMD.
8.2 What the Host pays. RoomaMD charges the Host a Platform Fee of twelve percent (12%) of the Booking subtotal (the sum of the Space Rate, the Cleaning Fee, and the Add-on Fees) on each Confirmed Booking, reduced to ten percent (10%) while the Host holds "Starhost" status under RoomaMD's Starhost program. Starhost is a discretionary promotional perk that RoomaMD may grant, decline, pause, or withdraw at any time, and the reduced rate is not a guaranteed or permanent entitlement; the Master Host Agreement governs Starhost as between RoomaMD and the Host. The Platform Fee is not a separate line on the Practitioner's bill; it is deducted from the Host's Payout before transfer. RoomaMD also charges HST at thirteen percent (13%) on the Platform Fee, deducted from the Host's Payout alongside the Platform Fee, and remits that HST to the Canada Revenue Agency on its own account. A Host that is itself an HST registrant may be entitled to claim that HST as an input tax credit. RoomaMD will make available to the Host a per-booking statement of the amounts charged and deducted and will include RoomaMD's HST registration number on that statement.
8.3 Host Payout. A Host's Payout equals the Booking subtotal (the Space Rate plus any Cleaning Fee plus any Add-on Fees) plus the HST collected on the Host's supply, less the Platform Fee and less the HST on the Platform Fee. Payouts are made through Stripe Connect, on a separate-charges-and-transfers basis, and are released after a hold (currently approximately forty-eight (48) hours) following completion of the Confirmed Booking. Long and multi-month stays pay out per segment. RoomaMD's obligation to pay a Payout to a Host is conditional on RoomaMD's successful receipt of the corresponding payment from the Practitioner; if a payment is not received, is reversed, or is charged back, no Payout is owed, and any amount already paid may be recovered under Section 8.5 and the Master Host Agreement.
8.4 Deemed supplier and pass-through collection. RoomaMD is a distribution-platform operator and deemed supplier under the marketplace-facilitator provisions of the Excise Tax Act, in force 1 July 2021. RoomaMD therefore collects HST on the Host's supply at point of sale on every Confirmed Booking, regardless of whether the individual Host is registered for HST. This is "pass-through collection", and it is the only collection mode RoomaMD operates. The HST so collected is itemized on the Practitioner's receipt and is included in full in the Host's Payout. The Host, not RoomaMD, is responsible for filing the Host's HST return and remitting that HST to the Canada Revenue Agency on the Host's own return and filing cadence. RoomaMD does not hold the Host's HST in trust and does not remit it to the Canada Revenue Agency on the Host's behalf. Where a Host has provided a valid HST registration number, RoomaMD will reflect it on the applicable booking documentation; where a Host has not registered, HST is still collected and passed through, and the Host is on notice that it has received HST and must determine its own registration, collection, filing, and remittance obligations. Detailed money mechanics are set out in the Master Host Agreement, the Master Practitioner Agreement, and the Click-Through Booking Agreement.
8.5 Limited payment collection agent. Each Host appoints RoomaMD, acting through Stripe Connect, as the Host's limited payment collection agent for the sole purpose of accepting and processing booking charges from Practitioners on the Host's behalf. A Practitioner's payment of the amounts due to RoomaMD through Stripe Connect satisfies, to the extent of the amount paid, the Practitioner's payment obligation to the Host for that Confirmed Booking, as if the Practitioner had paid the Host directly. The Host bears the risk of any later unavailability, delay, reversal, chargeback, or withholding of those funds by the payment processor, except to the extent directly caused by RoomaMD's fraud, wilful misconduct, or gross negligence. Nothing in these Terms limits any right a Practitioner may have to dispute a charge under applicable card-network rules or the Consumer Protection Act, 2002 (Ontario).
8.6 User tax responsibility. Each User is solely responsible for determining and meeting its own tax obligations arising from activity on the Platform, including income tax and any sales-tax obligations beyond the HST that RoomaMD collects under Section 8.4. Users are encouraged to obtain their own tax advice.
8.7 Changes to fees. RoomaMD may change the Platform Fee or the structure of fees on at least sixty (60) days' notice to affected Hosts. A change does not apply to Confirmed Bookings made before its effective date. All fees are non-refundable except where these Terms, the Cancellation Policy, or the applicable Marketplace Agreement provides otherwise.
8.8 Anti-circumvention. A User shall not directly or indirectly solicit, encourage, accept, or transact off-Platform bookings or payments in respect of a relationship initiated through the Platform. The Platform may flag indicators of off-Platform solicitation at send time; that flag is a notice, not a block, because there are legitimate reasons to share contact details after a Booking is confirmed. Persistent off-Platform solicitation is a material breach. Where RoomaMD reasonably concludes that parties introduced through the Platform transacted a follow-on booking of the same Premises off-Platform to avoid the Platform Fee, RoomaMD may charge an amount equal to the Platform Fee that booking would have generated, as a reasonable pre-estimate of the Platform Fee RoomaMD would otherwise have earned and not as a penalty, payable by the parties jointly and severally, as further described in the Master Agreements and the Click-Through Booking Agreement.
Section 9. User Content and Intellectual Property
9.1 Your Content. You retain ownership of the Content you submit to the Platform.
9.2 Licence to RoomaMD. You grant RoomaMD a non-exclusive, worldwide, royalty-free, sublicensable licence to host, store, cache, reproduce, transmit, display, adapt for technical purposes (such as resizing and format conversion), and distribute your Content to the extent necessary to operate the Platform and to provide the service to other Users. For public Content only (public Listing content, Listing photographs, public profile content, and reviews), this licence also extends to promoting the Platform and the relevant Listing. Private operational Content (in-Platform messages, booking notes, dispute submissions, support correspondence, and credential references) is licensed only to operate, secure, moderate, investigate, and legally administer the Platform, to resolve disputes, and to meet legal obligations, and is not used for advertising, public display, or promotion. This licence continues for as long as your Content remains on the Platform and for a reasonable period afterward for backup, audit, dispute-resolution, and legal-compliance purposes. Aggregated or de-identified data derived from your Content that cannot reasonably identify you may be used without limitation.
9.3 Your representations. You represent that you own or have all rights necessary to grant the licence in Section 9.2, including any model or property releases for individuals or property depicted in your Content. You shall not submit Content that infringes third-party rights, contains PHI, is defamatory or unlawful, or purports to come from a person other than you.
9.4 RoomaMD's intellectual property. The Platform, including its software, design, text, graphics, logos, trademarks, and the selection and arrangement of its features, is owned by RoomaMD or its licensors and is protected by intellectual-property law. Except for the limited right to use the Platform under these Terms, no right, title, or interest in the Platform is granted to you. You shall not copy, modify, reverse-engineer, scrape, or create derivative works from the Platform except as permitted by applicable law.
9.5 Feedback. If you send RoomaMD suggestions or feedback about the Platform, you grant RoomaMD a perpetual, irrevocable, royalty-free right to use that feedback without restriction or obligation to you.
9.6 Reporting infringement. If you believe Content on the Platform infringes your copyright or other intellectual-property rights, you may send a written notice to legal@roomamd.com identifying the work, the allegedly infringing material and its location on the Platform, and your contact information. RoomaMD handles such notices in accordance with the notice-and-notice regime of the Copyright Act (Canada) and applicable law, and may remove or restrict access to material it reasonably determines to be infringing.
Section 10. Disclaimers (AS-IS)
10.1 As is and as available. To the maximum extent permitted by Ontario law, the Platform is provided on an "as is" and "as available" basis, without warranty or condition of any kind, whether express, implied, statutory, or otherwise. RoomaMD disclaims all implied warranties and conditions, including any implied warranty or condition of merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
10.2 No warranty about Users, Premises, or outcomes. RoomaMD does not warrant that any Host, Practitioner, or Premises is fit, qualified, licensed, insured, safe, compliant, or in good standing, or that any Premises is suitable for any clinical purpose. A Practitioner's registration status is determined by the College and confirmed against the Public Register, not by RoomaMD. The Platform's display of a Practitioner's self-attested registration is a statement of what the Practitioner attested, not a verification by RoomaMD. RoomaMD does not warrant that the Platform will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components, or that any defect will be corrected.
10.3 Not professional advice. Nothing provided through the Platform, including badges, ranking signals, quality indicators, or help content, is legal, medical, tax, accounting, insurance, or other professional advice. You should obtain your own advice before relying on any of it.
10.4 Consumer-law preservation. Nothing in this Section excludes, restricts, or modifies any warranty, condition, right, or remedy that applies to you under the Consumer Protection Act, 2002 (Ontario) or other applicable consumer-protection law and that cannot lawfully be excluded, restricted, or modified.
Section 11. Limitation of Liability
11.1 No indirect damages. To the maximum extent permitted by Ontario law, RoomaMD is not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, business opportunity, or anticipated savings, arising out of or in connection with the Platform or these Terms, whether in contract, tort (including negligence), or otherwise, and whether or not RoomaMD was advised of the possibility of such damages.
11.2 Aggregate cap. To the maximum extent permitted by Ontario law, RoomaMD's total aggregate liability to any User arising out of or in connection with the Platform or these Terms shall not exceed the greater of: (a) the relevant twelve-month measure for that User, being, for a Host, the total Platform Fees RoomaMD actually received from that Host, and, for a Practitioner, the total amounts (excluding refunds) the Practitioner paid through the Platform, in each case in the twelve (12) months immediately before the event giving rise to the claim; and (b) CAD $5,000. Where a User has accepted a Master Agreement, the corresponding cap in that Master Agreement governs the relationship between RoomaMD and that User; the cap is stated here as well so that visitors and pre-onboarding Users see the same figure.
11.3 Carve-outs. Nothing in these Terms limits or excludes liability for: (a) fraud or fraudulent misrepresentation; (b) wilful misconduct; (c) gross negligence; (d) death or personal injury caused by RoomaMD's negligence; (e) any liability that cannot be limited or excluded under the Consumer Protection Act, 2002 (Ontario) or other applicable consumer-protection law; or (f) any other liability that cannot lawfully be limited or excluded.
11.4 Allocation of risk. The disclaimers and limitations in Sections 10 and 11 reflect a reasonable allocation of risk between RoomaMD and Users, are a fundamental basis of the bargain, and survive any failure of an essential purpose of any limited remedy.
11.5 Release of claims between Users. To the maximum extent permitted by Ontario law, any claim arising out of a User's interaction or contract with another User, or out of any clinical care provided at any Premises, must be brought against the counterparty and not against RoomaMD, and you release RoomaMD, and its officers, directors, employees, contractors, and agents, from such claims, except to the extent directly caused by RoomaMD's fraud, wilful misconduct, or gross negligence. Nothing in this Section releases any right or remedy that cannot lawfully be released under the Consumer Protection Act, 2002 (Ontario) or other applicable consumer-protection law.
Section 12. Suspension and Termination
12.1 By you. You may stop using the Platform and may close your account at any time, subject to your obligations under any Confirmed Booking and any Master Agreement.
12.2 By RoomaMD, with notice and an opportunity to cure. Except in the cases listed in Section 12.3, RoomaMD will give you written notice (which may be by email to the address on file) before suspending or terminating your account or a Listing, will identify the ground, and will give you a reasonable opportunity (ordinarily at least fifteen (15) days) to cure, where the ground is curable. Grounds include:
- (a) a material breach of these Terms or of any other Marketplace Agreement;
- (b) inaccurate, misleading, or incomplete Listing or account information that you do not correct on request;
- (c) lapse, cancellation, or material reduction of insurance or of any authorization a User has represented it holds;
- (d) repeated cancellations without valid grounds, or repeated failure to honour Confirmed Bookings;
- (e) substantiated quality, safety, or conduct complaints; or
- (f) failure to comply with a reasonable written direction from RoomaMD.
12.3 By RoomaMD, immediately. RoomaMD may suspend or terminate your account or a Listing immediately and without prior notice where the ground constitutes or involves: (a) fraud, impersonation, identity falsification, or other illegal activity; (b) a credible safety risk at a Premises; (c) transmission of PHI through the Platform or another breach of the PHI guardrails; (d) conduct that exposes RoomaMD or other Users to potential third-party liability or to material reputational harm; (e) a College or government directive requiring suspension or removal; or (f) a breach of applicable economic-sanctions or trade-control law.
12.4 For convenience. RoomaMD may terminate these Terms or discontinue the Platform (in whole or in part) for any reason on thirty (30) days' written notice. During the notice period, Confirmed Bookings will be honoured or refunded in accordance with the Cancellation Policy.
12.5 Effect of termination. Termination does not relieve a User of obligations under any Confirmed Booking, which continue to be governed by the applicable Marketplace Agreements. A terminated User may, for a reasonable transition period, access historical records of past Bookings and acknowledged agreements, subject to RoomaMD's right to restrict, delay, redact, or supervise access where reasonably necessary for security, fraud prevention, privacy-law compliance, prevention of PHI leakage, regulatory cooperation, litigation hold, or protection of other Users. Sections that by their nature should survive termination (including Sections 8 through 11, 13, 14, 15, 16, and 17) survive.
Section 13. Indemnification
13.1 Your indemnity. You agree to indemnify, defend, and hold harmless RoomaMD and its officers, directors, employees, contractors, and agents from and against any claim, demand, action, loss, liability, cost, or expense (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms or of any other Marketplace Agreement; (b) your breach of these Terms in your use of the Platform; (c) your interactions or contracts with other Users; (d) any clinical care provided or omitted at any Premises, and any claim by a patient or other third party arising from it; (e) your failure to meet a tax, insurance, regulatory, or privacy-law obligation; (f) your Content; or (g) your violation of any law or of any third-party right. This indemnity does not apply to the extent a claim is directly caused by RoomaMD's fraud, wilful misconduct, gross negligence, or breach of these Terms.
13.2 Consumer-law preservation. Nothing in this Section requires you to indemnify RoomaMD to the extent that obligation is prohibited or limited by the Consumer Protection Act, 2002 (Ontario) or other applicable consumer-protection law.
13.3 Defence and cooperation. RoomaMD may, at its option, assume the exclusive defence and control of any matter subject to indemnification by you, including the selection of counsel and the conduct and settlement of the matter, at your expense. You shall cooperate reasonably and shall not settle any indemnified claim in a way that admits fault by RoomaMD, imposes any obligation on RoomaMD, or affects RoomaMD's rights, without RoomaMD's prior written consent.
Section 14. Dispute Resolution
14.1 Scope. This Section governs disputes between you and RoomaMD arising out of or in connection with these Terms or the Platform. It does not govern disputes between a Host and a Practitioner about a Booking, which are handled under Section 6 and the applicable Marketplace Agreements.
14.2 Notice of Dispute. Before commencing any proceeding, the party raising a dispute shall serve a written Notice of Dispute on the other. A Notice of Dispute from a User to RoomaMD is sent by email to legal@roomamd.com (with read-receipt or delivery confirmation requested) and contains: (a) the User's name and address (or registered office); (b) the email address on the User's account; (c) any booking reference number to which the dispute relates; (d) a description of the dispute sufficient to allow investigation; (e) the resolution the User seeks; and (f) the User's signature or, where sent electronically, the typed legal name of the sender. A Notice from RoomaMD to a User is sent to the email on file.
14.3 Good-faith negotiation. For thirty (30) days after a Notice of Dispute is served, the parties shall negotiate in good faith to resolve the dispute, including, where useful, by a telephone or videoconference discussion between people with authority to settle.
14.4 Non-binding mediation. If the dispute is not resolved within the thirty-day negotiation period, either party may refer it to non-binding mediation before a single mediator drawn from the Ontario Bar Association's alternative-dispute-resolution roster, conducted in Toronto or by videoconference. The parties share the mediator's fees equally and each bears its own costs of the mediation. Mediation is non-binding, and nothing said or produced in mediation is admissible in any later proceeding except as required by law.
14.5 No mandatory arbitration; no class-action waiver. These Terms do not require binding arbitration and do not waive any right to participate in a class or representative proceeding. Either party may bring the dispute before the courts identified in Section 15 after completing, or after a good-faith but unsuccessful attempt to complete, the steps in Sections 14.2 through 14.4. Nothing in this Section prevents either party from bringing an individual claim in the Ontario Small Claims Court within that court's monetary jurisdiction, or from seeking urgent injunctive or other equitable relief from a court at any time.
14.6 Tolling. Limitation periods otherwise applicable to a dispute under the Limitations Act, 2002 (Ontario) are tolled during the period from service of the Notice of Dispute until the earlier of (a) the conclusion of mediation under Section 14.4 and (b) the date on which either party gives the other written notice that it is ending the resolution process described in this Section, in each case to the extent the law permits.
Section 15. Governing Law and Forum
15.1 Governing law. These Terms, and any contractual or non-contractual obligation arising out of or in connection with them, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules.
15.2 Forum. Subject to Section 14, the courts of the Province of Ontario have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, and you irrevocably attorn to the personal jurisdiction of, and venue in, those courts. This Section does not deprive you of the protection of any mandatory consumer-protection law of your province or jurisdiction of residence where you use the Platform as a consumer.
Section 16. Order of Precedence and Relationship Among the Documents
16.1 The documents that govern. Your use of the Platform is governed by these Terms together with the other Marketplace Agreements. The Privacy Policy, the Cookie Policy, and the Acceptable Use Policy apply to every User. The Master Host Agreement applies to Hosts; the Master Practitioner Agreement applies to Practitioners; each is acknowledged once at onboarding. The Click-Through Booking Agreement applies per Booking and is acknowledged at checkout. The Cancellation Policy states the binding cancellation and refund framework that these Terms and the Master Agreements incorporate.
16.2 Order of precedence. These Terms are the umbrella agreement. If there is a conflict that cannot be reconciled, the documents are read so that the more specific provision governs the more general one for the matter it addresses, as follows:
- (a) the Click-Through Booking Agreement controls for the booking-specific particulars shown at checkout for that Booking, including the Premises, dates, times, Space Rate, Cleaning Fee, Add-on Fees, HST, Service Fee, booking purpose, and booking-specific acknowledgements;
- (b) the version of the Cancellation Policy displayed at booking confirmation controls the cancellation tier and the refund bands for that Booking;
- (c) the applicable Master Agreement (Master Host Agreement for the Host, Master Practitioner Agreement for the Practitioner) controls the continuing relationship between RoomaMD and the Host or Practitioner, including onboarding, insurance, credentials, the PHI guardrails, tax obligations, suspension, indemnification, limitation of liability, dispute resolution, and termination. The Master Agreements are the signed, binding instruments and govern over the plain-language Cancellation Policy on the substantive cancellation and refund framework;
- (d) the Privacy Policy and the Cookie Policy control privacy, personal information, PHI-prevention, cookie, analytics, and tracking matters; and
- (e) these Terms control general use of the Platform and any matter not governed by a more specific document, including RoomaMD's role, the fee and tax framework at a high level, liability, indemnification, dispute resolution, and governing law.
16.3 No conflict where reconcilable. A document that adds detail to, but does not contradict, another document is not in conflict with it. The more specific provision governs the more general one for the matter it addresses.
16.4 Entire agreement. The Marketplace Agreements together constitute the entire agreement between you and RoomaMD about the Platform and supersede any prior understanding on that subject. No statement outside the Marketplace Agreements forms part of them.
Section 17. General
17.1 Changes to these Terms. RoomaMD may modify these Terms. RoomaMD will post the updated Terms and update the "Last updated" line, and will give existing Users at least thirty (30) days' notice by email or in-Platform before a material change takes effect. For an active User, RoomaMD may require affirmative re-acknowledgement of a material change at the next login. Your continued use of the Platform after the effective date is acceptance of the updated Terms. If you do not accept a material change, your remedy is to stop using the Platform and close your account before the effective date; changes do not apply to Confirmed Bookings made before the effective date.
17.2 Notices. RoomaMD may give you notice by email to the address on file or by posting in the Platform. You give RoomaMD legal notice by email to legal@roomamd.com or by mail to RoomaMD Inc., Attn: Legal, 155 Merchants Wharf, Unit 0528, Toronto, Ontario M5A 0Y4. Support requests go to support@roomamd.com, and trust-and-safety reports go to safety@roomamd.com.
17.3 Third-party services. The Platform relies on third-party services, including for payments and Stripe Connect, hosting, database and storage, email, maps, analytics, error tracking, and content delivery. The current list of service providers that process personal information is maintained in the Privacy Policy. RoomaMD does not use a third-party electronic-signature service. Each third party's own terms govern the operation of that third party.
17.4 Privacy, cookies, and acceptable use. RoomaMD's handling of personal information is governed by the Privacy Policy. RoomaMD's use of cookies and similar technologies is governed by the Cookie Policy. Your conduct on the Platform is governed by the Acceptable Use Policy. Each is incorporated into these Terms by reference.
17.5 Force majeure. RoomaMD is not liable for any failure or delay in performing under these Terms to the extent caused by an event beyond its reasonable control, including acts of God, war, terrorism, pandemic, natural disaster, government order, utility or telecommunications failure, third-party service-provider failure, or labour dispute. This Section governs only the relationship between RoomaMD and a User; it does not excuse, suspend, or modify any obligation under any Master Agreement or Click-Through Booking Agreement between a Host and a Practitioner, each of which has its own force-majeure rule. Force majeure under this Section does not include economic hardship, changes in market conditions, or unavailability of funds, and does not excuse any obligation under privacy law or professional-regulatory law.
17.6 Assignment. You may not assign or transfer these Terms or any right or obligation under them without RoomaMD's prior written consent. RoomaMD may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, on notice to you.
17.7 Severability. If any provision of these Terms is held invalid or unenforceable, that provision is severed or read down to the minimum extent necessary, and the remaining provisions continue in full force.
17.8 No waiver. RoomaMD's failure to enforce any provision is not a waiver of it, and any waiver must be in writing to be effective.
17.9 Survival. Provisions that by their nature are intended to survive termination of these Terms survive, including those governing fees and taxes already accrued, Content licences, intellectual property, disclaimers, limitation of liability, release of claims between Users, indemnification, dispute resolution, governing law, order of precedence, and these general provisions.
17.10 Language. These Terms are available in English and in French. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que la présente entente et tous les documents connexes soient rédigés en anglais. In the event of any inconsistency between the English and French versions, the English version governs to the extent permitted by law.
17.11 Headings and interpretation. Headings are for convenience and do not affect interpretation. "Including" and "includes" mean "including without limitation". References to a statute include its regulations and any successor legislation.
Contact: legal@roomamd.com Mail: RoomaMD Inc., Attn: Legal, 155 Merchants Wharf, Unit 0528, Toronto, Ontario M5A 0Y4